Loading...
HomeMy Public PortalAbout22-027 - Agreement with Shotspotter, Inc. for Gunshot DetectionSponsored by: City Manager RESOLUTION NO. 22-027 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AN AGREEMENT WITH SHOTSPOTTER, INC. FOR THE PROVISION OF GUNSHOT DETECTION, LOCATION, AND FORENSIC ANALYSIS SERVICES UTILIZING GRANT FUNDING FROM THE US DEPARTMENT OF JUSTICE, OFFICE OF JUSTICE PROGRAMS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED NINE THOUSAND DOLLARS ($109,000.00) IN THE FORM ATTACHED HERETO AS EXHIBIT "A"; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The US Department of Justice (DOJ), Office of Justice Programs (OJP), Bureau of Justice Assistance (BJA) awarded the City of Opa-Locka ("City") grant funding to participate in the gunshot detection violence reduction initiative; and WHEREAS, the City has identified a program, provided by ShotSpotter, Inc., that serves the purpose of gunshot detection, location and forensic analysis; and WHEREAS, Shotspotter, Inc. has provided the City with a quote for the required services in an amount, One Hundred Eight Thousand, Five Hundred Dollars ($108,500.00), to be paid over the course of the one-year initial term of the contract; and WHEREAS, the City Manager has designated ShotSpotter, Inc. as the sole source for the subscription -based services to be provided by ShotSpotter, Inc. as the services to be provided are supported by ShotSpotter, Inc.'s proprietary equipment and data; and WHEREAS, pursuant to Section 2-318(1)(b) and 2-318(1)(c) of the City's Purchasing Ordinance 20-07, "b. A contract may be awarded without competition when the city manager makes a written determination, after conducting a good faith review of available sources, that there is only one (1) source for the required supplies or contractual service. The city manager shall conduct negotiations as appropriate to price, delivery and terms. A record of sole source procurement shall be maintained Resolution No. 22-027 as a public record and shall list each contractor's name, amount and type of each contract, and the identification number of each contract file; c. All sole source procurements, where the cost of the supplies or contractual services exceeds twenty- five thousand dollars ($25, 000. 00), shall be authorized by the city commission"; and WHEREAS, the City Commission finds that this resolution is necessary and proper to promote or protect the safety, health, peace, security, and general welfare of the City of Opa-Locka and its residents; and WHEREAS, the City Commission finds that it is in the best interest of the City and its residents to authorize the Interim City Manager to execute an agreement with ShotSpotter, Inc. for the provision of gunshot detection, location, and forensic analysis services utilizing grant funding from the US Department of Justice, Office of Justice Programs in an amount not to exceed One Hundred Nine Thousand Dollars ($109,000.00), in the form attached hereto as exhibit "A". NOW THEREFORE BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA LOCKA, FLORIDA: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City hereby authorizes the City Manager to execute an agreement with ShotSpotter, Inc. for the provision of gunshot detection, location, and forensic analysis services utilizing grant funding from the US Department of Justice, Office of Justice Programs in an amount not to exceed One Hundred Nine Thousand Dollars ($109,000.00), in the form attached hereto as exhibit "A". Section 3. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Interim City Manager following review by the City Attorney, without the need of a public hearing by filing a corrected copy of same with the City Clerk. Section 4. This Resolution shall take effect immediately upon adoption and is subject to the review of the State of Florida Financial Emergency Oversight Board. 2 Resolution No. 22-027 PASSED AND ADOPTED this 14th day of September, 2022. eronica J. Williams, Mayor ATTEST: a Flores, City Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: urnadette N 'rris-Weeks, P.A. City Attorney Moved by: Vice Mayor Taylor Seconded by: Commissioner Bass VOTE: 4-0 Commissioner Bass YES Commissioner Davis ABSENT Commissioner Dominguez YES Vice -Mayor Taylor YES Mayor Williams YES 3 City of Opa-locka Agenda Cover Memo Department Director: Chief Scott Israel Department Director Signature: ' i City Manager: Darvin Williams .41. ,...q" CM Signature: Commission Meeting Date: 09.14.2022 Item Type: (EnterX in box) Resolution Ordinance Other X Fiscal Impact: (Enter X in box) Yes No Ordinance Reading: (Enter X in box) 1st Reading 2nd Reading X Public Hearing: (EnterX in box) Yes No Yes No X X Funding Source: Account# : (Enter Fund & Dept) Ex: See Financial Impact Section Advertising Requirement: (EnterX in box) Yes No X Contract/P.O. Required: (Enter X in box) Yes No RFP/RFQ/Bid#: X Strategic Plan Related (EnterX in box) Yes No Strategic Plan Priority Enhance Organizational Bus. & Economic Public Safety Quality of Education Q ty Qual. of Life & City Communication Area: Strategic Plan 04/Strategy: (list the specific objective/strategy this item will address) To enhance public safety, the ShotSpotter program will identify, locate, and track active gunfire to assist the Police Department's response and investigation of these types of incidents, X El Dev • Q Image • NI Sponsor Name City Manager Department: City Manager Short Title: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AN AGREEMENT WITH SHOTSPOTTER, INC. FOR THE PROVISION OF GUNSHOT DETECTION, LOCATION, AND FORENSIC ANALYSIS SERVICES UTILIZING GRANT FUNDING FROM THE US DEPARTMENT OF JUSTICE, OFFICE OF JUSTICE PROGRAMS IN AN AMOUNT NOT TO EXCEED ONE HUNDRED NINE THOUSAND DOLLARS ($109,000.00) IN THE FORM ATTACHED HERETO AS EXHIBIT "A"; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE. Staff Summary: This system will provide the Police Department an additional tool that gives Officers an opportunity to make a greater impact on gun violence. When combined with other gun violence prevention methods, it can contribute to positive outcomes for the Police Department and the community. The ShotSpotter Respond System will provide real-time gunfire intelligence which enables a more rapid, precise response to over 90% of shooting incidents within the targeted areas. The targeted area where the ShotSpotter Respond system will be deployed encompasses 2 square miles of the City, ensuring the majority of our residential areas are covered. Financial Impact: This service is budgeted as a FY 23 expenditure in Account 26-521430 and the first year of this service will be funded by a one-time U.S. Department of justice grant received to acquire this service. Proposed Action: Staff recommends City Commission authorizes the Interim City Manager to enter into an agreement with ShotSpotter, Inc. for a one-year term for $108,500 for this service, subject to the City Commission's final adoption of the FY 23 Annual Budget which includes a budget of $109,000 for this purpose. Attachment: 1. Agenda 2. ShotSpotter Respond Services Agreement and Price Proposal RESPOND SERVICES AGREEMENT L ShotSpotter° trsi, n Pr tect ShotSpotter, Inc. 39300 Civic Center Dr., Ste. 300 Fremont, CA 94538 +1.888.274.6877 info@aiiotspotter.com wwww.shotspotter.com Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States roe t ShotSpotter' Detect • Protect • Connect RESPOND SERVICES AGREEMENT Contents 1. EXHIBITS 1 2. DEFINITIONS 1 3. SUBSCRIPTION SERVICES 2 4. INITIAL TERM AND RENEWAL 4 5. LICENSE, OWNERSHIP, AND DATA RIGHTS 4 6. CONFIDENTIALITY AND PROPRIETARY RIGHTS 8 7. LIMITED WARRANTIES 9 8. CUSTOMER OBLIGATIONS. 10 9. INTELLECTUAL PROPERTY INFRINGEMENT 11 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 12 11. DEFAULT AND TERMINATON; REMEDIES 13 12. TAXES 13 13. NOTICES 13 14. FORCE MAJEURE 14 15. ENTIRE AGREEMENT 14 16. GOVERNING LAW 14 17. NO WAIVER 14 18. SEVERABILITY 14 19. DISPUTE RESOLUTION 15 20. ASSIGNMENT 15 21. COMPLIANCE WITH LAWS 15 22. EQUAL EMPLOYMENT OPPORTUNITY 15 23. OPEN RECORDS 15 24. GENERAL PROVISIONS 16 EXHIBIT A — SHOTSPOTTER PROPOSAL 18 EXHIBIT B — SERVICE LEVEL AGREEMENT 19 Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States r y ShotSpotter 6�,1 Detect• Protect • Connect RESPOND SERVICES AGREEMENT I Page 1 of 22 This ShotSpotter® Respond Services Agreement (this "Agreement") is entered into by and between ShotSpotter, Inc. (referred to herein as "ShotSpotter"), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Opa-Locka, Florida (hereinafter referred to as "Customer"), with offices located at 780 Fisherman Street, 4th Floor, Opa-Locka, FL 33054, effective as of the last date of signature herein. ShotSpotter and Customer may also be referred to in this Agreement individually as a "Party" or collectively as the "Parties". This Agreement and its exhibits define the deliverables, implementation, and subscription services for ShotSpotter's gunshot location system ("ShotSpotter® Respond TM' Gunshot Detection, Location, and Forensic Analysis Service") to be provided under this Agreement. In consideration of the Parties' mutual covenants and promises set forth in this Agreement, the Parties agree as follows: 1. EXHIBITS The following exhibits ("Exhibits") are attached to, and incorporated in this Agreement: A. ShotSpotter Proposal ID #OPAFLO61022 B. Service Level Agreement 2. DEFINITIONS All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below: A. Insight means the Internet portal to which Customer will have access to Reviewed Alerts. B. Confidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement. C. Coverage Area means the area in square miles covered by the Services as set forth in Exhibit A and any subsequent amendments thereto. D. Data means all data created, generated, modified, compiled, stored, kept, or displayed by ShotSpotter in performance of the Subscription Services, including the Software. E. Reviewed Alerts means the data reviewed by ShotSpotter's incident review staff related to gunfire incidents detected by the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service. F. ShotSpotter Respond System means the ShotSpotter Respond Gunshot Detection, Location, and Forensic Analysis Service provided on a subscription basis under this Agreement. G. Software means the ShotSpotter Respond Gunshot Detection, Location, and Forensic Analysis Service, Reviewed Alerts, ShotSpotter Respondn", and ShotSpotter DispatchTM' and ShotSpotter® Insight applications to which Customer will have access under this Agreement on a subscription basis. The term Software shall also mean any new applications supplemental to the Subscription Services provided by ShotSpotter to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the ShotSpotter API Subscription License. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States FP] ShotSpotter° Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 2 of 22 H. Subscription Services means the services provided to Customer on a subscription basis to access, and ShotSpotter's maintenance of, the Software. I. System means collectively the Software and Subscription Services provided under this Agreement. 3. SUBSCRIPTION SERVICES A. ShotSpotter will install the ShotSpotter Respond System in the Coverage Area specified in Exhibit A attached to this Agreement. ShotSpotter will host the Subscription Services and may update the functionality and Software of the Subscription Services from time to time at its sole discretion and in accordance with this Agreement. B. ShotSpotter will be responsible for determining the location(s) for installation of acoustic sensor(s) (the "Sensors") that detect gunshot -like sounds, and obtaining permission from the premises owner/property manager/lessee. C. The ShotSpotter Respond System acoustic Sensor may use wired, wireless, or cellular wireless communications which necessitates the existence of a real-time data communications channel from each Sensor to the ShotSpotter hosted servers via a commercial carrier. The unavailability or deterioration of the quality of such wired, wireless, or wireless cellular communications may impact the ability of ShotSpotter to provide the Subscription Services. In such circumstances ShotSpotter will use commercially reasonable efforts to obtain alternate wired or wireless cellular communications or adjust the coverage area as necessary. In the event ShotSpotter is unable to do so, ShotSpotter will terminate the Subscription Services and refund a pro -rata portion of the annual Subscription Services fee to Customer. D. ShotSpotter will provide Customer with user documentation, online help, written or recorded video training material, and other applicable documentation (as available). E. ShotSpotter will provide reasonable efforts to respond via email to requests for support relating to incident classification as defined in the Support Level Matrix provided in Exhibit B. F. During the term of this Agreement, ShotSpotter will provide real-time gunfire analysis and alert services. After an explosive (or impulsive) sound triggers enough ShotSpotter Sensors that an incident is detected and located, audio from the incident is sent to the ShotSpotter Incident Review Center (IRC) via secure, high-speed network connections for real-time qualification. Within seconds, a ShotSpotter professional reviewer analyzes audio data and recordings to confirm gunfire or explosions. The qualified alert is then sent directly to the Customer's dispatch center, PSAP, mobile/patrol officers, and any other relevant safety or security personnel, as determined by the Customer. ShotSpotter's IRC will review gunfire incidents as further defined in Exhibit B. G. The Subscription Services provided under this Agreement shall consist of (i) providing access to the Customer of Reviewed Alerts delivered via the Insight password -protected internet portal and user interface supplied by ShotSpotter; (ii) providing Customer access to historical Reviewed Alerts and incident information via the Software; and (iii) other services as specified in this Agreement and its Exhibits. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 609, ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT I Page 3 of 22 H. ShotSpotter will use commercially reasonable efforts to respond to support requests as set forth in the Support Level Matrix provided in Exhibit B. These requests may be made to ShotSpotter through one of the following methods: 1) email to support cr,shotspotter.com; 2) Live Chat through our ShotSpotter applications: 3) A phone call to our Customer Support organization at 888,274.6877, option 4. These are the only methods ShotSpotter will receive and respond to support requests. A Tier 1 (as defined in the Support Matrix in Exhibit B) ShotSpotter Customer Support specialist will be responsible for receiving Customer reports of missed incidents, or errors in the Subscription Services, and, to the extent practicable over email or telephone, making commercially reasonable efforts to assist the Customer in resolving the Customer's reported problems. In the event the problem cannot be resolved within 24 hours, requiring further research and troubleshooting, ShotSpotter will use commercially reasonable efforts to resolve the issue within seventy-two (72) hours of receipt of the report. In the event that the ShotSpotter service is fully nonfunctional, and it is not due to power outage or other reasons that are outside of ShotSpotter's control. ShotSpotter will work continuously to restore functionality of the Subscription Services in accordance with the standard ShotSpotter user documentation provided with the Subscription Services as soon as reasonably possible, and no later than seventy-two (72) hours of receipt of the report. I. FORENSIC REPORTS. Investigative Lead Summary ("ILS"). ShotSpotter provides an on -demand report available through the ShotSpotter Respond Application. The Investigative Lead Summary (ILS) provides useful details about the approximate location, timing, and sequence of each shot fired during an incident. The ILS is very valuable on scene, helping law enforcement find shell casings, confirm witness accounts, and identify suspects. ILS reports are available immediately after an incident occurs via the mobile, web, or desktop ShotSpotter Respond application (machine -generated). The ILS is not a court -admissible document. ii. Detailed Forensic Report ("DFR"). If requested by Customer, ShotSpotter will provide a DFR for any ShotSpotter-detected incidents, including Reviewed Alerts. The DFR is intended to be a court -admissible document used by attorneys as part of a court case for the exact, verified timing, sequence and location of each shot fired. Secondarily, the DFR is available for use by law enforcement to obtain a search warrant or to investigate an Officer Involved Shooting. DFRs must be requested in writing and addressed to the ShotSpotter Customer Support Department. Requests may be submitted via the Forensics Services page under the Law Enforcement tab on ShotSpotter's website (www.shotspotter.corn). ShotSpotter will use commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the request. J. EXPERT WITNESS SERVICES. ShotSpotter offers reasonable expert witness services, including Reviewed Alerts, for an hourly fee as set forth in Exhibit A, as well as reimbursement of all travel and per diem costs. If requested to provide such services, ShotSpotter will invoice the Customer for the number of hours expended to prepare for and provide expert witness testimony, and actual travel expenses, upon completion of Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States da,' ShotSpotter Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 4 of 22 the services. Customer understands that ShotSpotter undertakes to provide individuals whose qualifications are sufficient for such services, but does not warrant that any person or his or her opinion will be accepted by every court. ShotSpotter requires at least fourteen (14) days prior notice of such a requirement in writing from the Customer. Customer must include dates, times, specific locations, and a point of contact for ShotSpotter personnel. Due to the nature of legal proceedings, ShotSpotter cannot guarantee that its services described in this section shall produce the outcome, legal or otherwise, which Customer desires. Payment for expert witness services described shall be due and payable when services are rendered regardless of the outcome of the proceedings. 4. INITIAL TERM AND RENEWAL The initial term of the Subscription Services shall be for a period of twelve (12) months commencing on the date that the Subscription Services are made available to the Customer via Insight. The Subscription Services may be renewed for successive periods of one year each (or multiple years as mutually agreed upon in writing by the Parties), in accordance with the following procedure. ShotSpotter shall provide Customer with a renewal notice stating the renewal fees, terms, and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary from those applicable to this Agreement in successive renewal terms. Annual Subscription fees are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current ShotSpotter list price. If Customer fails to renew prior to expiration of the then current subscription term, the Subscription Services will terminate in accordance with Section 5.C. At its discretion, ShotSpotter may remove the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service and any components from the Coverage Area at that time. If ShotSpotter does not remove the ShotSpotter Gunshot Detection, Location, and Forensic Analysis Service from the Coverage Area, Customer may reinstate the Subscription Services at a later date by renewing this Agreement and payment of the applicable reactivation and Subscription Services renewal fees; however, Customer will not have access to any Reviewed Alerts that they would have had access to during the lapsed period. 5. LICENSE, OWNERSHIP, AND DATA RIGHTS In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A, Customer is granted a non-transferrable, non-exclusive and terminable license ("License") to use the Subscription Services and Data as set forth in this Section 5. Please read the terms and conditions of this Agreement carefully. By using the Subscription Services and Data, you agree to be bound by the terms and conditions of this Agreement. Ifyou do not agree to these terms, you must notify ShotSpotter and discontinue any use of the Subscription Services and Data. A. Rights in Data. For the purposes of this Agreement, "Data" is defined as data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the Service and/or Software. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 60� ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page5 of 22 ShotSpotter shall own and have the unrestricted right to use the Data for internal purposes such as research or product development. ShotSpotter may provide, license, or sell Data on an aggregated basis to third parties (excluding press or media) to be used for research or analytical purposes, or for law enforcement and/or security purposes. ShotSpotter will not release or disseminate to any person or entity Data related to or consisting of specific forensic or law enforcement sensitive incident information pertaining to any active inquiry, investigation, or prosecution, unless in response to a valid order or subpoena issued by a court or other governmental body, or as otherwise required by law. ShotSpotter will not release, sell, license, or otherwise distribute the gunfire alert Data to the press or media without the prior express written consent of an authorized representative of the Customer. Customer shall have the unrestricted right to download, make copies of, distribute, and use the Data within its own organization, exclusively for its own internal purposes, and for purposes of detecting and locating gunfire, routine archival recordkeeping, evidence preservation, and investigative, or evidentiary, and prosecutorial purposes. Customer shall not provide to, license the use of, or sell Data to any third parties, which restriction will not pertain to the collaboration with other law enforcement agencies for the purposes of investigating and prosecuting crimes detected by the ShotSpotter systems. B. License and Restrictions. Software and Subscription Services. The Software is the proprietary product of ShotSpotter, licensed to Customer on an annual subscription basis. The ShotSpotter Software may incorporate components supplied to ShotSpotter under license by third -party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions. All such rights in and to the Software and Subscription Services any part thereof is the property of ShotSpotter or, if applicable, its suppliers. All right and title to the ShotSpotter computer programs, including, but not limited to related documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with ShotSpotter. Customer may not make any copies of the written materials or documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that ShotSpotter has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, combine, integrate, or bundle the Software, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions, or capabilities; (iii) transfer, distribute, make available the Subscription Services, or Software to any person other than Customer; or (iv) sell, resell, sublicense, lease, rent, or loan the Subscription Services or Software, in whole or in part. No component of the Subscription Services, or Software may be used to operate a service bureau, rental or time-sharing arrangement. Data. Customer's rights to use the Data are defined in paragraph A of this section 5. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States poi ShotSpotter' Detect• Protect•Connect RESPOND SERVICES AGREEMENT 1 Page 6 of 22 Nothing in this Agreement shall be construed as granting any right or title to the Software, Data or any component thereof, or any other intellectual property of ShotSpotter or its suppliers to Customer. Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any documentation. Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, Data, documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of ShotSpotter. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti -Boycott regulations, and any applicable laws of Customer's country. In this respect, no resale, transfer, or re-export of the ShotSpotter Respond System or any ShotSpotter Respond System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re- export or engage in any "deemed export," or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter Respond System, or ShotSpotter Respond System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals. Use, duplication, or disclosure by applicable U.S. government agencies is subject to restrictions as set forth in in the provisions of DFARS 48 CFR 252.227-7013 or FAR 48 CFR 52.227-14, as applicable. In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security's List of Denied Persons or Bureau of Export Administration's anti -proliferation Entity List; (b) any person on the U.S. Department of State's List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control's List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end -use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 609.: ShotSpotter' Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 7 of 22 C. Termination. Customer agrees that its right to use the Subscription Services, Software and Data will terminate following thirty (30) day's prior written notice due to a material breach of the terms of this Agreement, including failure to pay any sums to ShotSpotter when due, or failure to renew the Subscription Services prior to expiration of the then current subscription term unless such has been cured within said thirty (30) day period. In the event of a breach of ShotSpotter's intellectual property rights, ShotSpotter at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination, Customer's access to the Data and Software will be terminated, and ShotSpotter will cease delivering Reviewed Alerts, and disable Customer's access to the Data. Customer agrees that ShotSpotter shall not be liable to Customer nor to any third party for any suspension of the Subscription Services resulting from Customer's nonpayment of the Subscription Services fees as described in this section. D. Modification to, or Discontinuation of the Subscription Services. Upon reasonable notice to Customer, ShotSpotter reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that ShotSpotter modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, ShotSpotter, at Customer's request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that ShotSpotter is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro -rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which thls Agreement is terminated. Customer acknowledges that ShotSpotter reserves the right to discontinue offering the Subscription Services at the conclusion of Customer's then current term. Customer agrees that ShotSpotter shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section. E. New Applications. From time to time, at ShotSpotter's discretion, ShotSpotter may release to its customer base, new applications supplemental to the Subscription Services. Customer's use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, ShotSpotter may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, ShotSpotter will provide a pre-release package explaining the details and requirements for Customer's participation. F. No Use by Third Parties. Use by anyone other than Customer of the Subscription Services, documentation, and Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 20 of this Agreement. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States :01 ShotSpotter' Detect• Protect• Connect RESPOND SERVICES AGREEMENT Page 8 of 22 6. CONFIDENTIALITY AND PROPRIETARY RIGHTS A. ShotSpotter Privacy Policy. ShotSpotter has structured its technology, processes and policies in such a way as to minimize the risk of privacy infringements from audio surveillance while still delivering important public safety benefits to its customers. These efforts to maintain privacy include the following: 1) ShotSpotter will not provide extended audio to customers beyond the audio snippet (1 second of ambient noise prior to a gunshot, the gunshot audio itself, and 1 second after the incident). ShotSpotter will vigorously resist any subpoena or court order for extended audio that goes beyond an audio snippet. 2) ShotSpotter will not provide a list or database of the precise location of Sensors to police or the public if requested and will challenge any subpoenas for this location data. B. ShotSpotter Confidential Information. Customer acknowledges and agrees that the source code, technology, and internal structure of the Software, Data, and Subscription Services, as well as documentation, operations manual(s) and training material(s), are the confidential information and proprietary trade secrets of ShotSpotter, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, documentation, and Data is prohibited, unless pursuant to a valid assignment under this Agreement. Unless prohibited by applicable law, the terms and conditions of this Agreement, including pricing and payment terms shall also be treated as ShotSpotter's confidential information. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover any source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part. Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of ShotSpotter in strict confidence and to not permit any person or entity to obtain access to it except as required for the Customer's exercise of the license rights granted under this Agreement. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions. C. Customer Confidential Information During the term of this Agreement or any subsequent renewals, ShotSpotter agrees to maintain Customer information designated by the Customer as confidential to which ShotSpotter gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. ShotSpotter agrees that Customer's Confidential Information shall be used solely for the purpose of performing ShotSpotter's obligations under this Agreement. D. Obligations of the Parties. The receiving Party's ("Recipient") obligations under this section shall not apply to any of the disclosing Party's ("Discloser") Confidential Information that Recipient can document: (a) was in Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States roa ShotSpotter Detect Protect Connect RESPOND SERVICES AGREEMENT 1 Page 9 of 22 the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser's Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any Discloser Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient shall provide prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure. The Recipient shall use reasonable controls to protect the confidentiality of and restrict access to all Confidential Information of the Discloser to those persons having a specific need to know for the purpose of performing the Recipient's obligations under this Agreement. The Recipient shall use controls no less protective than Recipient uses to secure and protect its own confidential, but not "Classified" or otherwise Government-legended, information. Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return the Discloser's Confidential Information, or destroy all copies thereof and verify such destruction in writing to the Discloser. Unless the Recipient obtains prior written consent from the Discloser, the Recipient agrees that it will not reproduce, use for purposes other than those expressly permitted in this Agreement, disclose, sell, license, afford access to, distribute, or disseminate any information designated by the Discloser as confidential. 7. LIMITED WARRANTIES ShotSpotter warrants that the Software will function in substantial conformity with the ShotSpotter documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface made available to the Customer under this Agreement. ShotSpotter will provide support services as defined in Exhibit B Service Level Agreement. A. ShotSpotter further warrants that the Subscription Services, Data, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components. B. The Subscription Services are not designed, sold, or intended to be used to detect, intercept, transmit, or record oral or other communications of any kind. ShotSpotter cannot control how the Subscription Services are used, and, accordingly, ShotSpotter does not warrant or represent, expressly or implicitly, that use of the Subscription Services will comply or conform to the requirements of federal, state, or local statutes, ordinances, and laws, or that use of the Subscription Services will not violate the privacy rights of third parties. Customer shall be solely responsible for using the Subscription Services in full compliance with applicable law and the rights of third persons. C. ShotSpotter does not warrant or represent, expressly or implicitly, that the Software or Subscription Services or its use will: result in the prevention of crime, apprehension or conviction of any Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States o ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 10 of 22 perpetrator of any crime, or detection of any criminal; prevent any loss, death, injury, or damage to property due to the discharge of a firearm or other weapon; in all cases result in a Reviewed Alert for all firearm discharges within the designated coverage area; or that the ShotSpotter-supplied network will remain in operation at all times or under all conditions. D. ShotSpotter expressly disclaims, and does not undertake or assume any duty, obligation, or responsibility for any decisions, actions, reactions, responses, failure to act, or inaction, by Customer as a result of or in reliance on, in whole or in part, any Subscription Services or Reviewed Alerts provided by ShotSpotter, or for any consequences or outcomes, including any death, injury, or loss or damage to any property, arising from or caused by any such decisions, actions, reactions, responses, failure to act, or inaction. It shall be the sole and exclusive responsibility of the Customer to determine appropriate decisions, actions, reactions, or responses, including whether or not to dispatch emergency responder resources. The Customer hereby expressly assumes all risks and liability associated with any and all action, reaction, response, and dispatch decisions, and for all consequences and outcomes arising from or caused by any decisions made or not made by the Customer in reliance, in whole or in part, on any Subscription Services provided by ShotSpotter, including any death, injury, or loss or damage to any property. E. Any and all warranties, express or implied, of fitness for high -risk purposes requiring fail-safe performance are hereby expressly disclaimed. F. The Parties acknowledge and agree that the Subscription Services is not a consumer good, and is not intended for sale to or use by or for personal, family, or household use. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, SHOTSPOTTER MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON -INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. CUSTOMER OBLIGATIONS. Customer acknowledges and agrees that ShotSpotter's duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer's timely performance of and compliance with Customer's obligations hereunder, including, but not limited to: A. Customer agrees to pay all sums due under this Agreement when they are due pursuant to the payment terms in Exhibit A for implementation, and ongoing annual subscription fees. Actual access and use of the ShotSpotter Service shall constitute evidence that the Subscription Services are active, and the final implementation payment is due. Customer's address for invoicing: City of Opa- Locka Attn: Accounts Payable 780 Fisherman Street, 4th Floor Opa-Locka, FL 33054 Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States boo ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 11 of 22 B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer's obligations allocated to Customer under this Agreement, including providing assistance to ShotSpotter, as needed in obtaining premise permissions for installation of the Sensors. C. Customer shall not permit any alteration, modification, substitution, or supplementation of the ShotSpotter Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the ShotSpotter Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function, or capability, without ShotSpotter's express prior written consent. D. Unless otherwise expressly agreed in advance in writing by ShotSpotter, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services. E. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer's workstation(s) to ShotSpotter's hosted services, either directly or through devices that access Web -based content. Customer must also provide all equipment necessary to make such (and maintain such) connection. F. ShotSpotter will assist the Customer in initially setting up passwords and user names for Customer's employees, agents, or representatives to whom Customer designates access to the Subscription Services ("Authorized Users"). Thereafter, Customer shall be responsible for assigning passwords and user names for its Authorized Users. Customer shall be responsible for maintaining the confidentiality and use of Customer's password and user names and shall not allow passwords and/or user names to be shared by Authorized Users; nor shall Customer permit any unauthorized users to access the Subscription Services. G. Customer shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder. 9. INTELLECTUAL PROPERTY INFRINGEMENT ShotSpotter will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software, when used in accordance with ShotSpotter's user documentation, infringes any United States patent which was issued by the U.S. Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer's agreement to license the ShotSpotter Respond System (collectively "Action"), provided that Customer provides ShotSpotter with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with ShotSpotter and its defense counsel in the investigation and defense of such Action. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States t.°: ShotSpotter° Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 12 of 22 ShotSpotter shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof. Customer may participate in the defense of such action at its own expense. This Section 9 shall not apply and ShotSpotter shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by ShotSpotter as part of the Subscription Services, nor shall it apply to the extent that the claim of infringement arises from or relates to meeting or conforming to any instruction, design, direction, or specification furnished by the Customer, nor to the extent that the Subscription Services or Software are used for or in connection with any purpose, application, or function other than detecting and locating gunshots exclusively through acoustic means. If, in ShotSpotter's opinion, the Subscription Services, or Software may, or is likely to become, the subject of such a suit or action, does become the subject of a claim asserted against Customer in a lawsuit which ShotSpotter is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non -appealable judgment subject to ShotSpotter's obligations under this section, then ShotSpotter may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non - infringing, or (3) refund to Customer a pro -rata portion of the annual Subscription Services fees paid for the Subscription Services for the term in which the Agreement is terminated. This Section 9 states the entire liability of ShotSpotter and Is Customer's exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to the Subscription Services, the ShotSpotter Gunshot Detection, Location and Forensic Analysis Service components, and Software. This section is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement of any and all intellectual property rights. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY ShotSpotter shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of ShotSpotter, its employees, agents, or subcontractors as a result of ShotSpotter's or any of its employees, agents, or subcontractor's performance pursuant to this Agreement. ShotSpotter shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors, Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, ShotSpotter's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 6aa ShotSpotter' Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 13 of 22 theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, ShotSpotter's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed two (2) times the amount paid to ShotSpotter under this Agreement, or the amount of insurance maintained by ShotSpotter available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein. 11. DEFAULT AND TERMINATON; REMEDIES Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days' prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period. In addition to the termination provisions in Section 5.0 for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer's obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, ShotSpotter may at its option, effective immediately upon written notice to Customer, either: (i) terminate ShotSpotter's future obligations under this Agreement, terminate Customer's License to use the Subscription Services and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the Agreement and proceed in any lawful manner to obtain satisfaction of the same. In either case, Customer shall also be responsible for paying court costs and reasonable attorneys' fees incurred by or on behalf of ShotSpotter, as well as applicable repossession, shipping, repair, and refurbishing costs. 12. TAXES Unless otherwise included as a line item in Exhibit A, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to ShotSpotter as applicable, of all sales, use, value added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or ShotSpotter. If exempt from such taxes, Customer shall provide to ShotSpotter written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer's use or possession of the items acquired or licensed in this Agreement. 13. NOTICES Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; or delivered in person. A Party's address may be changed by written notice to the other Party. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 60� ShotSpotter Detect• Protect•Connect RESPOND SERVICES AGREEMENT 1 Page 14 of 22 14. FORCE MAJEURE In no event shall ShotSpotter be liable for any delay or default in its performance of any obligation under this Agreement caused directly or indirectly by an act or omission of Customer, or persons acting under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a state or nation, strike, lockout, or other labor disputes, inability to secure, delay in securing, or shortage of labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless, power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or equipment, or arising from any cause whatsoever beyond ShotSpotter's reasonable control. At ShotSpotter's option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of ShotSpotter so long as any such cause shall prevent or delay performance, and ShotSpotter agrees to make and Customer agrees to accept performance of such obligations whenever such cause has been remedied. 15. ENTIRE AGREEMENT This Agreement and its Exhibits represent the entire agreement and understanding of the Parties and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings, or negotiations with respect to the matters covered by this Agreement. 16. GOVERNING LAW The validity, performance, and construction of this Agreement shall be governed by the laws of the state of Florida, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. 17. NO WAIVER No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by both Parties. Any consent by either Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different, prior, or subsequent breach. The failure of either Party to enforce at any time any of the provisions of this Agreement shall not constitute a present of future waiver of any such provisions or the right of either Party to enforce each and every provision. 18. SEVERABILITY If any term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States :01 ShotSpotter' Detect• Protect• Connect RESPOND SERVICES AGREEMENT I Page 15 of 22 19. DISPUTE RESOLUTION If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, ShotSpotter and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action. 20. ASSIGNMENT This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party's express prior written consent, which shall not be unreasonably withheld. Provided, however, that ShotSpotter may assign or transfer this Agreement and/or ShotSpotter's rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of ShotSpotter's assets. No assignee for the benefit of Customer's creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer's assets or business, shall have any right to continue or to assume or to assign these without ShotSpotter's express consent. 21. COMPLIANCE WITH LAWS During the term of this Agreement ShotSpotter will comply with all applicable local, state, and federal laws, statutes and regulations. 22. EQUAL EMPLOYMENT OPPORTUNITY ShotSpotter is committed to equal -employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. ShotSpotter's decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for such decisions by federal, state, or local statutes. 23. OPEN RECORDS To the extent that ShotSpotter meets the definition of "Contractor" under Section 119.0701, Florida Statutes, in addition to other contract requirements provided by law, ShotSpotter must comply with public records laws, including the following provisions of Section 119.0701, Florida Statutes: A. ShotSpotter shall keep and maintain public records required by the Customer to perform the services under this Agreement. B. Upon request by the Customer, provide the Customer with copies of the requested records, having redacted records in total on in part that are exempt from disclosure by law or allow the records to be inspected or copied within a reasonable time (with provision of a copy of such records to the Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 60:: ShotSpotter Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 16 of 22 Customer) on the same terms and conditions that the Customer would provide the records and at a cost that does not exceed that provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that records, in part or in total, that are exempt or that are confidential and exempt from disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion (or earlier termination) of the Agreement if ShotSpotter does not transfer the records to the Customer. D. Upon completion (or earlier termination) of the Agreement, ShotSpotter shall within 30 days after such event either transfer to the Customer, at no cost, all public records in possession of ShotSpotter or keep and maintain the public records in compliance with Chapter 119, Florida Statutes. If ShotSpotter transfers all public records to the Customer upon completion (or earlier termination) of the Agreement, ShotSpotter shall destroy any duplicate records that are exempt or confidential and exempt from public records disclosure requirements. If ShotSpotter keeps and maintains public records upon completion (or earlier termination) of the Agreement, ShotSpotter shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Customer in a format that is compatible with the information technology systems of the Customer. E. IF SHOTSPOTTER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO SHOTSPOTTER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT JOANNA FLORES, CITY CLERK, 780 FISHERMAN STREET, FOURTH FLOOR, OPA-LOCKA, FL 33054, (305) 688-4611, jflores@opalockafl.gov. F. SHOTSPOTTER ACKNOWLEDGES THAT THE CUSTOMER CANNOT AND WILL NOT PROVIDE LEGAL ADVICE OR BUSINESS ADVICE TO SHOTSPOTTER WITH RESPECT TO ITS OBLIGATIONS PURSUANT TO THIS SECTION RELATED TO PUBLIC RECORDS. SHOTSPOTTER FURTHER ACKNOWLEDGES THAT IT WILL NOT RELY ON THE CUSTOMER AS ITS COUNSEL TO PROVIDE SUCH BUSINESS OR LEGAL ADVICE, AND THAT SHOTSPOTTER HAS BEEN ADVISED TO SEEK PROFESSIONAL ADVICE WITH REGARD TO PUBLIC RECORDS MATTERS ADDRESSED BY THIS AGREEMENT. SHOTSPOTTER ACKNOWLEDGES AND AGREES THAT ITS FAILURE TO COMPLY WITH FLORIDA LAW AND THIS AGREEMENT WITH REGARD TO PUBLIC RECORDS SHALL CONSTITUTE A MATERIAL BREACH OF THIS AGREEMENT AND GROUNDS FOR TERMINATION OF THIS AGREEMENT. 24. GENERAL PROVISIONS A. This Agreement shall be binding on and inure to the benefit of the Parties and any permitted successors and assigns; however, nothing in this paragraph shall be construed as a consent to any assignment by either Party except as provided in Section 20 of this Agreement. B. This Agreement shall not become a binding contract until signed by an authorized representative of each Party, effective as of the date of signature. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States boa ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 17 of 22 C. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original. D. The provisions of this Agreement shall not be construed in favor of or against either Party because that Party or its legal counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement. E. A facsimile or scanned signature copy of this Agreement and its Exhibits, notices and documents prepared under this Agreement shall be considered an original. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy. F. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT AND NO DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY CONFIRMATION, PURCHASE ORDER, AMENDMENT OR OTHER BUSINESS FORM, WRITING OR MATERIAL SHALL HAVE ANY FORCE OR EFFECT UNLESS EXPRESSLY AGREED TO IN WRITING BY THE PARTIES. CITY OF OPA-LOCKA SHOTSPOTTER. INC. ) /k Lk pted By ignature)(0 Accepted By (Signature) D IRuok) 6,, WI oAA Printed Name Printed Name Roxanne Lerner c 1 'TV Ail Am--(. k_ Title Title Contracts Manager July 18, 2022 Date Date Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States boa ShotSpotter' Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 18 of 22 EXHIBIT A — SHOTSPOTTER PROPOSAL ShotSpotter Proposal No.: OPAFLO61022 (Attached) Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States boa ShotSpotter Detect• Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 19 of 22 EXHIBIT B — SERVICE LEVEL AGREEMENT ShotSpotter Respond Gunshot Location System Reviewed Alert Service Levels Summary Under the terms and conditions of the ShotSpotter Services Agreement between ShotSpotter, Inc. ("ShotSpotter") and Customer, ShotSpotter commits to meet or exceed the following Service Level Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services 1: Service SLA and Measurement Gunshot Detection & Location 90% of unsuppressed, outdoor gunfire incidents, using standard, commercially available rounds greater than .25 caliber, inside the Coverage Area will be detected and located within 25 meters of the actual gunshot location. Reviewed Alerts 90% of gunshot incidents will be reviewed and published in less than 60 seconds. Service Availability The ShotSpotter Gunshot Location System service will be available to the Customer 99.9% of the time with online access to ShotSpotter data, excluding scheduled maintenance windows. Gunshot Detection & Location Performance ShotSpotter will detect and accurately locate to within 25 meters of the actual gunshot location 90% of unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercially available rounds greater than .25 caliber. Reviewed Alerts Service The ShotSpotter real-time Incident Review Center (IRC) will review at least 90% of all gunfire incidents within 60 seconds. This human review is intended to confirm or change the machine classification of the incident type, and, depending on the reviewer's confidence level that the incident is or may be gunfire, will result in an alert ("Reviewed Alert") sent to the Customer's dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter App), based on the following criteria: Incident Type Action High confidence incident is gunfire Reviewed Gunfire Alert, (Single Gunshot "SG" or Multiple Gunshots "MG") sent to Customer's dispatch center, patrol car mobile data terminals (MDT), and officer smartphones (via the ShotSpotter Respond App) Uncertain if incident is gunfire or not Reviewed Probable Gunfire ("PG")Alert sent to Customer's dispatch center, patrol car MDTs, and officer smartphones Low confidence incident is gunfire No alert will be sent; incident available for Customer review in the incident history available through Insight 1 See attached "ShotSpotter — Definition of Key Terms" for a complete definition of terms associated with this SLA and further details in the expanded definitions listed below the Summary. The basis for this SLA and performance measurement will be total gunshot incidents as defined by the Definition of Key Terms. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States '01, ShotSpotter' Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 20 of 22 Reviewed Alerts are sent to the Customer's dispatch center, patrol car MDTs, and officer smartphones Information in a Reviewed Alert will include the following: • "Dot on the map" with latitude and longitude indicating the location of the incident. • Parcel address closest to location of the incident. • When available, additional situational awareness data points may be included, such as: o Qualitative data on the type/severity of incident: Fully automatic, High Capacity o Other comments (if any) The ShotSpotter Respond App, and Insight provide the Customer with full and immediate access to incident history including information ShotSpotter uses in its internal review process. This information includes, among other things, the initial incident classification and any reclassifications of an incident, incident audio wave forms, and incident audio files. This data access is available as long as the Customer is under activesubscription. Service Availability The ShotSpotter Respond System2will be able to detect gunfire and available to users with online access to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled maintenance periods which will be announced to Customer in advance; b) select holidays; and c) third party network outages beyond ShotSpotter's control. Customer SLA Credits Each Service Level measurement shall be determined quarterly, the results of which will be reviewed during the periodic account review meetings with Customer. For each calendar quarter that ShotSpotter does not meet at least two of the three above standards, a fee reduction representing one free week of service (for the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal. Service Level Exclusions and IUlodifications ShotSpotter takes commercially reasonable efforts to maintain Service Levels at all times. However, Service Level performance during New Year's Eve and Independence Day and the 48 -hour periods before and after these holidays, are specifically excluded from Service Level standards. During these excluded periods, because of the large amount of fireworks activity, ShotSpotter uses fireworks suppression techniques3. The ShotSpotter sensors send incident information to the ShotSpotter cloud via third party cellular, wireless or wired networks. ShotSpotter is not responsible for outages on the third -party networks. 2 Respond service includes all database, applications, and communications services hosted by ShotSpotter, Inc. at our data center and specifically exclude Customer's internal network or systems or Tri party communications networks, e.g. Verizon, AT&T, Sprint/T-Mobile, or Customer's Internet Service Provider. 3 ShotSpotter will put the ShotSpotter system into "fireworks suppression mode" during this period in order to reduce the non -gunfire incidents required for human classification. ShotSpotter will formally inform the customer prior to the system being placed in fireworks suppression mode and when the mode is disabled. While in fireworks suppression mode, the Incident alerts determined to be fireworks are not sent to the reviewer nor the Customer dispatch center, patrol car MDTs, and officer smartphones; however, these non -gunfire incidents will continue to be stored in the database for use if required at a later time. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States 601, ShotSpotter Detect • Protect• Connect RESPOND SERVICES AGREEMENT 1 Page 21 of 22 Service Failure Notification Should ShotSpotter identify any condition (disruption, degradation or failure of network, cloud, servers, sensors etc.) that impacts ShotSpotter's ability to meet the Gunshot Detection & Location standard (above), ShotSpotter will proactively notify the Customer with: a) a brief explanation of the condition; b) how the Customer's service is affected; and c) the approximate timeframe for resolution. ShotSpotter will also notify the Customer once any such condition is resolved. Customer Responsibilities The purpose of the Reviewed Alert service is to provide incident data to the Customer, reviewed, analyzed and classified in the manner described above. However, it is the sole responsibility of the Customer to interpret the data provided, and to determine any appropriate follow-up reaction or response, including whether or not to dispatch emergency responder resources based on a Reviewed Alert. ShotSpotter does not assume any obligation, duty or responsibility for reaction, response, or dispatch decisions, which are solely and exclusively the responsibility of Customer, or for the consequences or outcomes of any decisions made or not made by the Customer in reliance, in whole or in part, on any services provided by ShotSpotter. Customer must inform ShotSpotter when Verified Incidents of gunfire are missed by the ShotSpotter Respond System in order to properly calculate Performance Rate, as defined below. Customer is responsible for providing any required workstations, mobile devices and internet access for the Customer's dispatch center, patrol car MDTs, and officer smartphones , or Insight. Support Level Matrix Features • Login support • Report a misclassification • Report a missed incident • Report a mislocated incident • Basic audio request • General/application questions • RequestforlLS Hours of Operation 24x7x365 Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States Normal Support: • Analysis of missed gunshots • Detailed audio search • Performance analysis • Integration issues Critical Support: • System outage Normal Support: 5 am —11 pm Pacific Time Zone Escalation: 24x7x365 roa ShotSpotter' Detect • Protect • Connect RESPOND SERVICES AGREEMENT 1 Page 22 of 22 ShotSpotter v Definition of Key Terms The ShotSpotter Respond System will provide data for correct detection and accurate location for ninety percent (90%) of detectable (outdoor, unsuppressed) community gunfire which occurs within a coverage area, the "Coverage Area", provided the measurement is Statistically Significant, as defined below. This performance rate shall be calculated as a percentage as follows: Performance Rate = NumberAccuratelyLocated (NumberAccuratelyLocated + NumberNotDetected + NumberMislocated) where the "Performance Rate" is a number expressed as a percentage, "NumberAccuratelyLocated" is the number of "Gunfire Incidents" occurring within the Coverage Area during the specified period for which the ShotSpotter Respond System produced an Accurate Location, NumberMislocated is the number of Verified Incidents (a "Verified Incident" is an incident where Customer has physical or other credible evidence that gunfire took place) for which the ShotSpotter Respond System produced an inaccurate location (i.e., a Mislocated Incident), and NumberNotDefected is the number of Verified Incidents for which the ShotSpotter Respond System failed to report a location at all (i.e., Missed Incidents). An "Accurate Location" shall mean an incident located by the ShotSpotter Respond System to a latitude/longitude coordinate that lies within a 25 -meter radius of the confirmed shooter's location (25 meters = approximately 82 feet). "Detectable Gunfire" incidents are unsuppressed discharges of ballistic firearms which occur fully outdoors in free space (i.e. not in doorways, vestibules, windows, vehicles, etc.) using standard commercially available rounds of caliber greater than .25. ShotSpotter Review Period is measured as the period commencing when the Incident Review Center (IRC) receives the alert and the first audio download to the time it is published to the customer ShotSpotter Respond System performance is guaranteed after a "Statistically Significant" set of incidents has been detected in accordance with timeframes set forth herein and following DQV and commercial system acceptance. The ShotSpotter Respond System is designed to detect gunfire which is typically well distributed throughout the Coverage Area; however, performance should not be construed to mean that 90% of gunfire fired at any given location within the Coverage Area will be detected and located within the guaranteed accuracy. The ShotSpotter Respond System is not a "point protection" system and is therefore not designed to consistently detect gunfire at every single location within the Coverage Area, but rather to Accurately Locate 90% of the Detectable Incidents in aggregate throughout the entire Coverage Area. There may be certain locations within the Coverage Area where obstacles and ambient noise impede and/or overshadow the propagation of acoustic energy such that locating the origin at those positions is inconsistent or impossible. The Performance Rate calculation is thus specifically tied to the Community Gunfire across the entire Coverage Area. Statistically Significant shall be defined as measurements and calculations which shall be performed as follows: (a) Across an entire Coverage Area; (b) Aggregating over a period of at least 30 days under weather conditions seasonally normal for the area; and (c) Provided that the total number of gunfire incidents being counted is equal to or greater than: (i) thirty (30) incidents for systems of up to three (3) square miles of Coverage Area, or (ii) ten (10) incidents multiplied by the number of square miles of Coverage Area for systems where one or more Coverage Areas are three (3) square miles or larger. Copyright © 2022 ShotSpotter, Inc. — Confidential All rights reserved under the copyright laws of the United States