Virginia Beach Police Shotspotter Contract & User Agreement (Tom Nash, FOIA)

COOP CONTRACT PROCUREMENT SUMMARY
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Revised 9/30/2020
CITY OFVIRGINIABEACH
CONTRACT FORMADDENDUM TO CONTRACTOR'S FORM
CITYOFVIRGINIABEACH, amunicipalcorporationofthe Commonwealth
ofVirginia
(“City”).
CONTRACTORNAME:ShotSpotter, Inc. (“Contractor”)
DATE: January 28,2022
‘TheCityandtheContractor arethisday utilizing,by wayofcooperativeprocurement,the
AgreementBetweentheCityofTampaandShotSpottcr,Inc.fortheFurnishingof aGunfire
DetectionSystem,attachedheretoasExhibit Aandincorporatedherein.Theparties areentering.
into acontractand,fortheirmutualconvenience,thepartiesareusingExhibitA,ShotSpotters
PriceProposalforSubscription-BasedGunshotDetection,Location,and ForensicAnalysisTerms
‘andConditions,datedAugust 12, 2021,andattachedheretoas Exhibit Bandincorporatedherein,
andShotSpotterRespondServices Agreement,attachedhereto asExhibit Candincorporated
herein, 2ndallotherterms,conditions anddocumentsreferencedorincorporated therein
(“Contractor'sForm"). ThisAddendum,dulyexecutedbythepartes,ishercbymad apartof
the Contractor's Form (collectively,
the Contractor's Form and the Addendumconstitutethe
“Contract.”)
‘TheCityandContractoragresthatwhe utilizingExhibitA: 1)allreferences to “CityofTampa,
Florida”shallmean“CityofVirginiaBeach,”unlessthecontextrequiresotherwise; 2)allinvoices
shallbesenttotheCityofVirginiaBeachAccountsPayableDepartmenta jgyojcesgubgov.com;
‘and 3)all ticesroquiredbyExhibit AandthisContractshalbesentto:DerlaSmit,Procurement
Specialist,CityofVirginiaBeach, PurchasingDivision, 2388Liberty Way,VirginiaBeach,
Virginia23456.
‘TheContractorrepresents andwarrantsthatitis acorporationauthorizedtodo inVirginiathe
businessprovidedforinthisContract.
Notwithstandinganythingin theContractor'sForm towhichthisAddendumis attached,the:
‘paymentstobemadebytheCity forallgoods,servicesandotherdeliverablesunderthisContract
shall not exceed $280,000.00;paymentswill be madeonly upon receiptof aproper.invoice,
detailingthegoods/services providedand submittedtoCityofVirginiaBeach, Department of
InformationTechnology, atinvoices vbgovcom. The totalcumulativeliabilityoftheCity, its
officers,employeesandagentsinconnectionwiththisContractorinconnectionwithanygoods,
services,actionsoromissionsrelatingtotheContract,shallnotunderanycircumstance exceed
‘payment oftheabovemaximumpurchase price. Tnitsperformance underthisContract,the
‘Contractoractsandwillactasan independentcontractor, ndnotasanagentoremployeeofthe
City.
‘TheContractor's Formis,withtheexceptionsnotedherein, acceptabletotheCity. Nonetheless,
‘becausecertainstandardclausesthatmayappearintheContractor's Form cannotbeacceptedby
theCity,andinconsiderationoftheconvenienceofusingthatform,andthisform,withoutthe
necessityofspecificallynegotiatingaseparatecontractdocument, thepartisheretospecifically
Tots
agree that, notwithstanding any provisions appearing in the Contractor's Form, noneofthe
FollowingshallhaveanyeffectorbeenforceableagainsttheCity:
1. RequiringtheCitytomaintainanytypeofinsuranceeitherfortheCity'sbenefit orforthe
Contractor'sbenefit;
2. RenewingorextendingtheContractbeyondtheinitialtermorautomaticallycontinuingthe
Contract periodfromtermtoterm;
3. Requiring orstatingthatthe terms oftheContractor's Form shallprevailovertheterms of
thisAddendumin theeventofconflict;
4. RequiringtheCitytoindemnifyortoholdharmlesstheContractororanyotherthirdparty
foranyactoromission;
5. Imposing interest charges contrary to that specified by the Code of Virginia,§ 2.24347
through2.2-4354, Prompt Payment;
6. Requiring the application of the law of any state other than Virginia in interpreting or
enforcingtheContractorrequiringorpermittingthatanydisputeundertheContractberesolved
inthe courtsofanystateother than Virginia or outside acourtofcompetentjurisdiction forthe
CityortheU.S.District CourtfortheEasternDistrictofVirginia, NorfolkDivision;
7. Requiringany totalorpartialcompensationorpaymentfor lostprofitorliquidateddamages
bytheCityiftheContract iterminatedbefore tsordinaryperiod;
8. Requiring thattheContractbe “accepted”or endorsedbythehomeofficeorby any other
officersubsequenttoexecutionbyanofficialofthe CitybeforetheContract considered ineffoct;
9. Delayingthe acceptance ofthisContractorits effective datebeyondthedateofexecution;
10. Limitingoradding tothetimeperiodwithinwhichclaimscanbemadeoractionscanbe
brought;
11. LimitingtheliabilityoftheContractorforpropertydamageorpersonalinjury;
12. Permittingunilateral modification o assignmentofthisContractbytheContractor;
13. Binding the City to any mediation,arbitration,ortothedecision ofany mediation or
arbitrationboard,commission,panelorotherentity;
14. ObligatingtheCitytopaycostsofcollection,attomeysfees,orauditcosts;
15. GrantingtheContractorasecurity interestinpropertyoftheCity;
16. PermittingtheContractorto utilizetheCity'stradeorservice marksorotherintellectual
propertybelonging totheCity;
17. RequiringtheCitytomaintaintheconfidentialityofinformation thattheCity isrequiredto
disclosepursuanttotheVirginiaFreedomofInformation Act;
18. Bestowinganyrightor incurringanyobligationthatisbeyondthe dulygrantedauthorityof
theundersigned agencyrepresentativetobestoworincuronbehalf ofthe City; and
19. RequiringtheCity10waive itsrightto a jurytrialinanyjudicialaction thatrelatestothe
Contract.
Additionally, the following terms required by the Virginia Public Procurement Act are hereby
incorporated ntothisContract:
‘FaithBasedOryeizations.TheCitydocsnotdiscriminateagainstFaith-BasedOrganization.
Compliance withImmigrationLaws.Contractoragrees thatitdoesnot currently, andshallnot
during the performance ofthis Contract, knowinglyemployan unauthorized alien, as defined in.
thefederalImmigration ReformandControl Actof1986.
208
Foreignand DomesticCorporations Transacting BusinessinVirginia. TheContractorshallbe
registeredandauthorizedtotransactbusinessintheCommonwealthss adomesticorforeign
‘businessentityifsorequi byTitle
red 13.1orTitle 50oftheCodeofVirgi orasotherwi
nia se
requir bylaw.TheCont
ed ractorshallsubmitproofofsuchregistrationtothe City. Additionally,
theContractorshallnotallowitscertifica ofregistrationor
te aut totransactbus
horinessinthe
ity
Commonwealth, ifsorequiredunderTitle 13.1orTi50ofthe tle CodeofVirgini toberevoke
s,d
orcanceledatanytimeduringthe termof theContract.
‘Nondiscrimination, Employment discrimination by Contractor shall be prokibited. During the
‘performanceofthisContract,Contractoragreesasfollows:
‘A. Contractorwill notdiscriminateagainstanyemployeeorapplicantforemploymentbecauseof
race,religion,color,sex,nationalorigin,age,disability,or anyotherbasis prohibitedbystatelaw
rela todiscrimi
tingnationinemployment,exceptwherethereis abonafideoccupational
qualification/consideration reasonably necessary to the normal operation of Contractor.
‘Contractoragrees to post in conspicuous places, avilable to employees and splints for
employment,noticessetingforththeprovisionsofthisnondiseriminstionclause.
B. Contractor,inallsolicitationsoradvertisemeats for employeesplacedbyoronbehalfof
Contractor,wil tatethatContractor isanequalopportunityemployer.
C. Notices, advertisements andsolicitationsplaced inaccordancewith federal law, rule or
regulationsshallbedeemedsufficientforthepurposeofmeetingtherequirementsoftissection.
D. Contractorwillincludetheprovisionsof theforegoingSections1,2, and 3 in every
subcontractor purchase anderofover $10,000,50thattheprovisionswillbebindinguponeach
subcontracto orContractor.
r
Drug-FreeWorkPlace,DuringtheperformanceofthisContract, Contagreesasfollows:
ractor
A. Contractorwillprovide drug-freeworkplaceforContractor'semployees.
B. Contractor will post in conspicuous places, available to employees and applicants for
employment, astatementnotifyingemployeesthatthe unlawful manufacture, sale, distribution,
dispensation,possession,oruseof acontrolled substanceormerijuanaisprohibi inContracto
ted r's
‘workplaceendspecifyingtheactionsthatwilbetakenagainstemployeesforviolationsofsuch
prohibition.
C. Contractor will state inall soli oradvertise
cita mentsforemployees
tions placedbyoron
‘behalfofContractorthatContractormaintains adrug-free workplace.
D. Contractorwillincludetheprovisionsof theforegoingSectionsA, B,and C inovery
subcontraorpurchaseorde
ct rof over $10,000, sotha the provisions willbebindingupon each
‘subcontractoror Contractor.
E. Compliancewith AllLaws.Contractorshall comply with all spplicablefederal,state, and
Iocelstatutes,ordinance,andregulationsnowineffectorhereafteradopted,intheperformance
ofwork hereunder.
‘BusinessLicenseRequirement.IftheContractoris abusiness,locatedintheCityofVirginia
Beach oratanytimeduring theperformanceofthisContractobtainssitus orpurpofbusiness.oses
Ticensotaxcs, it shallbounlawfulforsuchbusinesstoconductorengageinsuchbusiness, trader
‘occupationwithouthavingfirstobtainedtheproperlicensefromtheCommissioneroftheRevenue
oftheCity,andtheContractorcovenantsthat thas abusinesslicensewhereoneis requiredto
perf thisContract.
orm
sets
‘ComplisncewiththeViryiniaHumanRightsAct.TheVirginiaHuman RightsAct,asamended,
‘includesprotectionsagainstdiscriminationbesedonanindividual's race,color,religion,sex,
ofrelatedmedical
sexualorientation, genderidentity,marital status,pregnancy, childbirth
canditions,age,statusas aveteran,ornationalorigin. Duringtheperform ance
ofthisContract,
ContractorshellcomplywiththeVirginiaHuma nRightsAct,as amended.
“ThisContract,consistingof thisCityAddendumandtheContractor's Form,constitutestheentire:
agreementbetureen thepartiesand maynotbe waived ormodifiedexceptbywrittenagreement
between theparties.
Balance ofage Intentionally
LetBlank
ats
INWITNESS WHEREOF, the partieshavecausedthisContracttobedulyexecuted,intending
‘thereby to be legallybound.
SHOTSPOTTER INC. CITY OF VIRGINIA BEACH, VIRGINIA|

By: foe oar By:
eo A
Name: Roxanne Lerner Name: KoorCRRO.
Title: _ Contracts Manager Title: __ Pid 4

Date: _2/8/2022_ Date: 2 oA)
‘Approvedas toLegalSufficiency: Approved

astoContent:
Aimee
A.Sullivan 202202022 boll
Officeof City Attorney PoliceDepartment
Approved as to Risk Management:

Lak flanger
Risk Manager
ous
4
CT \LLY:/7PN
> £7
.0;
0, ShotSpotter
otopotier
Detect - Protect - Connect
Price Proposal for Subscription-Based

Gunshot Detection, Location, and Forensic Analysis Service
for the City of Virginia Beach, Virginia
August 12, 2021
Proposal ID: VBVA081221
Submitted by: Jack Pontious, Diractor— Northeast Region

202.256.0141 mobile
703.940.1085 fax
Jpontious@shotspotter.com
ShotSpotter, Inc.
7979 Gateway Boulevard, Suite 210
Newark, California 94560
888.274.6877
‘www.shotspotter.com
Table of Contents
EXGOUINGSUTITIY rss 1
Introduction 1
How it Works 3
Company History 4
Coverage Areas 5
Eg nn
ShotSpotter Dispatch™ and ShotSpotter Respond™ Applications 8
ShotSpotter Insight™ 9
Mobile Alerts 11
Notifications API (Optional) 12
Investigative Lead Summary 3
Detailed Forensic Reports and Expert Witness Testimony 14
ORBIT EIEB ummm
Getting Started 16
Best Practices 16
User Training 16
Agency Metrics/KPls (Key Performance Indicators) id
Onsite Support During Service Activation (Go-Live) 7
ONGOING CUSIOMET SUPPOT..vcrvnsssssse AT
CUSIOMe REfEreNGes .......o SS
LC —
4m? of Coverage 19
Forensic Consultation Services 10
Optional Additional Services 19
Payment Terms, 19
Pricing Assumptions 2
ShotSpotter, Inc. Copyright ©2021 i

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ie] ShotSpotter.
Detect. Protect- Connect Price Proposal for Virginia Beach, VA
Executive Summary
Introduction
On May 19, 2021, the City of Virginia Beach and ShotSpotter executed a Memorandum of
Understanding (MOU)to implement a Pit Program of the ShotSpotter Respond solution. On
July 14, 2021, ShotSpotter activated two (2.0) square miles in Precinct 2. Two square mies are
currently being deployed in Precinct 3with a target date for service activation of August 25,
2021. As partofthe Pilot Program, ShotSpotter waived the fees for Service Initiation,
‘Onboarding, and the Subscription services for the termofthe Pilot.
‘ShotSpotter is pleased to present tis proposal for the paid subscriptions for these two pilot
coverage areas.
The proposed ShotSpotter Respond solution is designed to dentiy, locate, and track active
gunfire, and will support the VBPD's efforts to more effectively respond to and investigate
gunfire incidents. The proposed solution is deployed across the country, serving agenciesofal
sizes that are committed to leveragingourreal-time gunfie intelligence to reduce gun violence
‘and build community trust
“The ShotSpotter gunshot detection, alert, and analysis services provide what would be
otherwise unobtainable, critical real-time gunfire inteligence. The core capabiltes of the
ShotSpotter solution are:
+ DETECT - ShotSpotter detects and locates gunfire incidents enabling a fat, precise
response to over 90%ofshooting incidents within the targeted areas. This has a
powerful deterrent effect and disrupts the gun violence cycle.
+ PROTECT - ShotSpotter helps to protect officers by providing them with comprehensive
data on the actual amountof gunfire activity that occurs in the neighborhoods they patrol
and provides critical situational awareness when responding to specific incidents.
+ CONNECT By applying community policing-oriented best practices, ShotSpotter
provides a unique opportunity for law enforcement agencies to connect with vulnerable
‘communities. Rapid response to gunfire incidents in communities that have been most
impacted by gun violence builds positive attitudes towards law enforcement and leadsto
more constructive engagements and cooperation.
ShotSpotter has become an indispensable crime-fighting tool for these agencies, in ight of the
community dynamics that fuel gun violence and the well-documented challenges of relying
solely on 9-1-1 calls for service:
ShotSpoter, Inc. Copyright ©2021 1

ie] ShotSpotter
Detect- Prot ect
-Connect Price Proposal for Virginia Beach, VA
+ Under-reporting of persistent gunfire: Nationwide, on average, less than 20% of gunfire

incidents are reported to 9-1-1. Why don't residents call? The answer is complex, but
typically involves the following concerns:
© Recognition: “Was that gunfire, fireworks, or something else?"

© Retaliation: “If they find out
| called, will they come after me?"
© Resignation: “No one came the last time| called...”
Without ShotSpotter, most law enforcement agencies are working with an 80% to 90%
deficiency in thei gun violence-rlated neligenc.
+ Late and inaccurate information: Whena citizen reports
a gunfire incident, the 9-1-1 call
typical comes several minutes ater the event has occurred, and, based on analysis, the
location provided is usually mislocated by 750 feet (on average). As a result, valuable time
and resources are wasted trying to locate the incident, greatly diminishing the opportunity to
identify suspects and witnesses, recover evidence, and, most important, render life-saving
aid to victims.
The abilty 10 receive nar ream gunfe nteligane data provides law enforcement agencies
with a critical advantage in theireffortsto reduce and prevent gun violence and improve officer
safety. Specific results include:
«+ Officers can more quickly and more accurately go directlyto the scene of the shooting
+ Situational awareness is vastly improved over what is available when relying solely on
the 9-1-1 system
* Law enforcementhas a better chanceofarriving before the shooter has left the scene
+ Officers are much more likely to find evidence in the form of shell casings (which, in
conjunction with NIBIN/IBIS, provide valuable investigative leads) and/or other ground
truth that can aid in the investigation
«Officers are more likely to find witnesses who may have information that can aid in the
investigation
+ Community engagement is heightened, which often translates into more information
from the community (e.g., tip lines, field interviews, etc.)
«Targeted enforcement (precision policing) is enhanced
+ More court-admissible and scientifically sound forensic evidence is available to
strengthen prosecutions of the worst offenders
‘ShotSpotter, Inc. Copyright ©2021 2

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Detect. Protect Connect Price Proposal
forVirgina Boach, VA
How it Works
Based on an analysis of known guniir-reated crimes, the ShotSpotier team designs and
deploys networked sensors within the targeted coverage area. Thess acoustic arrays detect and
locate gunshot activity within the coverage area and report that information to ShotSpotters
Incident Review Center (IRC) which i staffed 24/7/365. ShotSpotter uses a two-factor incident
reviewprocessto minimize false alerts. The first tier is performed by sophisticated Al software.
Once the sofware has performed an ial review and fired out any incidents that are
determined notto be gun (e.g. helicopter noise, firaworks, etc.) the datas receivedat our
RC.
The IRC review process is performed by a team of highly rained acoustic experts. In addition to
examination ofthe incident audio, th review process involves examination of visual
characteristicsofthe detected pulses and the incident, such as the number of participating
sensors, he wave form, pulse alignment, and the direction of sound. The IRC review results in
publishing (Gunshot or Probable Gunshot) or dismissal (Non-Gunshot) of the incident with a
High level
ofprecision. hereviewerciassifes the incidentas a gunshot, the reviewersends an
alr, inclucing location information and an audio snippet, to law enforcement agencies via a
password-protected application on a mobile phone, in-car laptop, or computer, In addition 0 the
dot on the map and audio, ShotSpotter provides details such as number of shots fired, whether
mull shooters are involved, and whether high-capacity andlor fully automaic weapons are
being used. This entire process (i.e., recording the impulsive sound, two-factor review, and
publishing lets to authorized users) is csignec to be completed i ess than 60 seconds (but
is often completed within 25to 30 seconds).
‘ShotSpotter customers receive a contextually rich, detailed gunfire alert that enables a fast,
precise, and safer response to gunfire incidents. In addition, ShotSpotter alerts can also trigger
other technology platforms such as cameras that can pan and zoom in the direction of an event.
ShotSpotter has also successfully integrated with a wide range of third-party applications such
as CAD, RMS, License Plate Readers, drones, and other applications.
We appreciate your consideration ofour proposal. ShotSpottr Is committed to your success

and we look forward to partnering with you to make ShotSpotter a key component of your efforts.
{o reduce gun cime inthe Ciy of Virginia Beach
ShotSpotter, Inc. Copyright ©2021 3

s} ShotSpotter
Detect-Protect
Company History
ShotSpotter was founded in 1995 and has been providing gunshot detection solutions since ts
inception. ShotSpotter is the world leader in gunshot detection, with nearly 750 square miles
operational;morethan 14 millon incidents reviewed; and 34 issued patents. ShotSpotter is a
publicly traded corporation (NASDAQ: SSTI) with approximately 175 full-time employees and is
headquartered in Newark, Calfornia.
‘ShotSpotter provides precision-policing solutions for law enforcement to helpdeter gun violence
and make cities, campuses, and facilities safer. Our flagship product, ShotSpatter Respond™,
is the leading gunshot detection, location, andforensic analysis system, and is trusted by 120
ities. Other product offerings include:
+ ShotSpotter SecureCampus®, designed to provide outdoor gunfire coverage at
university and school campuses
+ ShotSpotterSiteSecure™ for critical infrastructure designed to detect gunfire attacks on
commercial and federal buildings, electrical substations, airports, and large outdoor
structures
+ ShotSpotter Connect™ (formerly Missions™), which uses artficial nteligence-driven
analysis to help strategically plan patrol missions and tactics for maximum crime
deterrence
+ ShotSpotter Labs, which focuses on innovative applications of ShotSpoter to help
protect wildife and the environment; currently helping combat rhino poaching in South
Africa and will soon launch other applications for global wildife protection, such as
combatting ilegal blast fishing in Malaysia with underwater sensors.
ShotSpatter, Inc. Copyright ©2021 4

Po
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DetectProtect Connect Pris Proposal
forVirginia Beach, VA
Coverage Areas
‘ShotSpotter systems are deployed to provide coverage for one or more specified areas, each
boundedby a specific coverage area perimeter. ShotSpotter has designed the coverage areas
based upon the Department's requirements and based upon analysis ofhistorical crime data.
The area in Precinct 2 delineated by a red boundary in the images below has been deployed
and activated. The area in Precinct 3delineated by a red boundary in the images below is a
rough estimateof the coverage area based on analysis of the Department-provided crime data
‘as described below. The precise sizeof the area in Precinct 3 (i.e., in square miles) can only be
verified with actual acoustic propagation information; therefore, the final coverage area may
vary. ShotSpoter wil perform his verification during th instalation process.
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Figure 1; ShotSpotter Coverage Areas = 4 mi total (2 mi each)
Using the data providedbythe VBPD for January 1, 2019 through March 30, 2021, the map
above depicts the deployed coverage boundaries for Precinct 2 (to the east) and the preliminary
coverage boundaries for Precinct 3 (to the west). ShotSpotter has collaborated with VBPD
stakeholders to determine the coverage boundaries to address the VBPD's needs and priorities.
ShotSpotter, Inc. Copyright ©2021 ]

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Figure 2: Deployed ShotSpotter Coverage Area in Precinct 2 = 2.0 mi*
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The heat map in Figure 2: “Deployed ShotSpotter Coverage Area in Precinct 2" depicts the
following crime data (providedbythe VBPD for January 1,2019through March 30,2021)within
thetwo (2.0) squaremilecoverage area (outlined in red):
Percentage
of
teon rR PT
5 Firearm-related Murder 5 17.2%
© Freameiated Aggravated Assaults a 21%
° WeaponLawViolations 245 15.3%
Heatmap FARM & GNWD Calls for Service 703 10.6%
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Figure 3: ShotSpotter Coverage Area in Precinct3 = 2 square miles
The heat map in Figure 3: “ShotSpotter Coverage Area in Precinct 3” depicts the following crime
data (provided by the VBPD for January 1, 2019 through March 30, 2021) within the two (2.0)
‘square mile coverage area (outlined in red):
Porcontage of
peor PR PI
“$ Firearm-related Murder 5 17.2%
© Freamsated AggravatedAssauts 21 pe
© Weapon Law Viator 01 20%
Heatmap FARM 8GNWD Calls fo Service ES 20%

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Detect.Protect-Connect Price Proposal orVirginia Beach, VA
ShotSpotter Respond Service Overview
‘ShotSpotter helps law enforcement agencies by directing resources to the precise location of
more than 90% of gunfire incidents. ShotSpotter rapidly notifies firs responders of shootings via
dispatch centers, in-vehicle computers, and smart phones. Instant alerts enable first responders
to aid victims, collect evidence, and identity witnesses. ShotSpotter's actionable inteligence can
then be used to prevent future crimesbypositioning law enforcement when and where crime is
likely to occur. ShotSpotter gunshot detection and location services are delivered as an easly
implemented Softwareas a Service (Saas) solution, with no requirement for customer
investment in or maintenance of expensive hardware or software. ShotSpotter hosts, secures,
monitors, and maintains the ShotSpotter infrastructure. Contracts are based on an affordable
one-year or muli-year subscription agreement, and the subscription includes unlimited licenses
forthe proposed ShotSpotter applications.
ShotSpotter Dispatch™ and ShotSpotter Respond™ Applications
The ShotSpoter Dispatch and ShotSpotter Respond applications are used by Call Takers,
Dispatchers, and Patrol Officers in the field. Real-time notfications of gunfire incidents are
delivered to these apps and include the following data:
+ Incident location (dot on the map)
+ Type of gunfire (single round, mute round)
«Unique identification number
«Date and timeofthe muzzle blast (trigger time)
+ Nearest addressof the gunfire location
+ Number of shots
«District identification
+ Beat identification
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Figure 4: ShotSpotter Dispatch App
ShotSpotter, Inc.Copyright©2021 8
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Detect. Protect- Connect Price Proposal for Virginia Beach, VA
A ShotSpotter analyst may add other contextual information such as the possibilityof multiple
‘shooters, high-capacity weapons, full-automatic weapons, and the shooter's location related to
a building (front yard, back yard, street, etc.). The report also includes an audit trail of the time
the alert was published, acknowledged, and closed at the customer facility. All notes entered by
Call Takers and Dispatchers added to the alert are ime- and date-stamped with the operalor's
ID. For Patrol Officers, the alert includes an audio snippet othe incident.
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Figure 5: ShotSpotter Respond App
ShotSpotter Insight™
‘ShotSpotter Insight™ enables customers to explore details about prior gunshot incidents in their
‘ShotSpotter coverage area and use the data for investigation and analysis. Crime analysts,
investigators, and command staff can view, iter, sort, report, and transform historical gunshot
data into meaning insights, ullimtely informing strategies for reducing gun violence.
Insight enables users to find and identify the incidents using an extensive array of filers for
date, time, location, keywords, single vs. multiple gunshots, patrol areas, as well as shapes
Grawn on the map. The shape fiters narrowa search for shooting incidents within a radius of a
Known address, across several blocks,o look for and monitor activity on both sides ofa
jurisdictional border. Saved reports retain common filter settings for quick retrieval (e.g. “District
4 Gunfire — Last 28 days").

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Figure 6 Shotspotter Insight App
Insight shows how a shooting event unfolded by watching a shot-by-shot animation that details
the locaton and sequence of each shot Th software also ighights other nearby incidents that
may be potential related based on ts relative stance and ime of occurrence.
Insight comes witha se of reports that make ieasy to share incident data throught an
agency
«The Investigative Lead Summary report give details ofa shooting incident including
aucio, location, sequence, and firming of each shot fred Thi report is aften used 0
share incident audio and detals with colagues, aid investigalos with collecting
‘evidence at the sceneof a shooting and conducting better interviews of witnesses,
‘suspects, and victims, or attach to a case file.
«The Muti-Incident report provides

a summary of shooting incidents broken out by single,
multiple, and probable gunshot incidents as well as any non-gunfire incidentsif they
were included in the search. The summary is followed by details for each incident
including the date, time, location, number of rounds, CAD ID, Respond ID, and other
details.
For custom ad hoc reporting and analysis, Insight can export incident data to other off-the-shelf
products such as Microsoft Excel, Tableau, Google Earth, ArcGIS, and other tools.

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Detect Protect
Mobile Alerts
Reakime gunfro alert data an be delivered to »
‘smart phones and smart watches via the Respond [<] ) B
smartphone application, available for use on ¢ whan
iPhones and Android platforms. The gunfire location
is displayed as a dot on a map, and the data also
includes the number of rounds fired and access to
tho incidentaudio.
Figure 7: Smart Watch Notification
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ShotSpotter, Inc. Copyright ©2021 1"

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Detect- Protect
Notifications API (Optional)

The ShatSpoter Notifications API (avaiabo as a separately priced option) allows clent
applications o receive accurate, timely dots about ShotSpotter gunfire alert, including
precise latitude and ongiude (geolocation), GPS-synchronized timestamps, incident audio, and
situational context provided by the 2447365 ShotSpotter Incident Review Canter. Typical
integrations include:
+ Video Management Systems (VMS)
+ Compuler-Aided Dispatch (CAD)systems
+ Records Management Systems (RMS)
+ Automated License Plate Readers (ALPRs)
+ Crime analysis and statistics packages (including COMPSTAT software)
Each Notifications API license pack is availabe for an annual subscription fee tht includes:
+ Uptothree 3) interfaces
+ Estabishing an instance ofthe AP for the Department on ShotSpottor-hosted servers
+ Consulting with the Department and third parties to ensure the API operates according
tothe API specications
+ 2037 lets 0 upo thee tic-party nfriaces
+ Supporting the third party and Department as systems are upgraded
Additional API licenses can be purchased in packsof three interfaces.

rq?
ie] ShotSpotter'
Detect Prooct:Connect Price Proposal for Virgina Beach, VA
Investigative Lead Summary
ShotSpottr ecenty introduced a new on-demand report available though the ShotSpoter
Respond application. The Investigative Lead Summary (ILS) provides useful details about the
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 afer an incident occurs through a single cick of
a button within the mobile, web, or desktop ShotSpotter Respond application.
The ILS will fulfil the majority of law enforcement agency needs, particularly in situations where
a report is not intended for presentation to court (since the ILS report is electronically produced,
its not court admissible).
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Figure 9: ShotSpotter Investigative Lead Summary (ILS)

ie} ShotSpotter
Detect Protect- Connect Price Proposal for Virginia Beach, VA
Detailed Forensic Reports and Expert Witness Testimony
In nearly all the criminal proceedings in which our experts have been called to testify,
‘ShotSpotter has produced detailed, round-by-round analysis of the timing and location of the
shots fired by one or more weapons. To thebestof our knowledge, no other acoustic-based
gunshot detection system has been accepted in a court of law as providing this kind of forensic:
evidence.
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Figure 10: ShotSpotter Detailed Forensic Report (DFR)
ShotSpotter data supports detailed forensic analysis of gunfire incidents, including:

+ Weapon type (e.g., automatic vs. semi-automatic)
+ Number
ofrounds fred
+ Possiilty
ofmulipl shooters
ie. ShotSpotter
Detect.Protect. Connect Price Proposal for Virginia Beach, VA
Unlike the ILS, the DFR is a court-admissible document prepared by our forensic engineers.
‘The DFR is intended to be used by attorneys as part ofa court caseforthe exact, verified
timing, sequence and location of each shot fired. Secondariy, DFR are available for use by law
enforcement to obtain search warrantsor to investigate Officer Involved Shootings. DFR are:
available upon written request, and our goal is to deliver all DFRs within ten business days of
the request.
To support prosecutions, audio snippets provide powerful demonstrative evidence to
prosecutors and allowJurors to gain a deeper understanding of the victims’ experienceof the
incident, For prosecutors who wish to have a ShotSpotter expert witness testify regarding a
DFR, to help interpret and clarify crime scene activity derived from ShotSpotter data, or provide
other forensic consultation services, these services are available for an hourly fee.
In 17 states and in the District of Columbia, ShotSpotter evidence and ShotSpotier expert
witness testimony have been successfully admitted in over 100 court cases. ShotSpotter
forensic evidence has prevailed in nine Frye challenges, including four in Calfforia, and five
Daubert challenges throughout the United States.
Onboarding Services
Concurrent with the sensor design and deployment activites, ShotSpotter will provide a series
of onboarding services to prepare the Police Department to maximize the value of the
ShotSpoter service. These standard onboarding steps wil be refined to best serve the
Department team and ShotSpotter users. ShotSpotter onboarding services are designed to:
«Ensure successful ShotSpotter activation (go-live)
+ Ensure ful utiization of the features and functions available with the ShotSpotter
service
+ Ensure that the Department's Best Practices are refined, as needed, to respond
most effectively to the gun crime intelligence data being delivered for the coverage
area
+ Track and monitor the efficacy of the ShotSpatter service
ShotSpotter has assembled a Customer Success Team of professionals with more than 100
years of combined law enforcement experience. The mission of this team of Consultants,
Trainers, and Analysts is to maximize customer success with the ShotSpotter service. This team
is avallable to our customers both pre- and post-production to advise, train, and guide them on
the most effective useofthe tools and services available with the ShotSpotter solution. The
following provides a high-level overviewof ShotSpotter's standard Customer Onboarding
‘Services, which wil be tailored to support the Department:
ShotSpoter, Inc. Copyright ©2021 15

ie. ShotSpotter'
Detect
- Protect
-Connect. Price Proposal for Virginia Beach, VA
Getting Started
Prior to contract execution, a ShotSpotter Customer Success Director will work with the
Department's project team to plan the onboarding process, beginning with an onsite Customer
Kick-Off Meeting with all stakeholders. The teams will review the program objectives, lay out the
Vey implementation steps, agree ona largled activation das (go-Ive), and estabsha protocol
for ongoing communication throughout the onboarding process. ShotSpotter will schedule
biweekly status calls with the Department's Program Manager and other project leaders to
maintain reguiar communication throughout the implementation process.
Best Practices
Early inthe Customer Onboarding Process, ShofSpotter’s Customer Success tea, led by the
assigned Customer Success Director, wil work withthe Departments Program Manager and
other project leaders to schedule and conduct a series of Best Practices sessions. These
sessions wil asist the Department in estabishing response protocols and procedures to
manage thegunshotalerts and gun crime neligence data tha willbe provided upon activation
ofthe ShatSpoter service. ShotSpote vil customize andconduc hese sessions for ach of
the folowing groups of users involved n the gun violence reduction program in th targeted
coverage area:
+ Program Management
+ Dispatoh/Communications
+ Field Operations/Patrol
+ Investigations
+ Prosecution
+ Intligence & Crime Analysis
User Training
ShotSpotter will assign a Customer Success Director to the Department to ensure that we
deliver consistent, quality best practices training based on the Department's needs to maximize
the value of our service. The Customer Success Director will remain engaged with the
Department for the duration of our relationship. In preparation for the planned cutovers,
ShotSpotter will assign a Trainerto the Department to train each groupofusers on the
ShotSpotter applications, including Respond, Dispatch, ShotSpotter Administrative Portal, and
ShotSpotter Insight. The Trainer will conducta Training Orientation with the Department's
Program Manager to ensure all users are properly trained on the relevant applications.
ShotSpotter's Trainer will work with the Department to tailor a training program that addresses
the unique needs and/or scheduling constraints of the Department users. The training will be
performed through a combination of remote instructor-led live training, train-the-trainer, and on-
line recorded compur-based training.

ie] ShotSpotter
Detect. Protect Connect Price Proposal for Virginia Beach, VA
Agency Metrics/KPIs (Key Performance Indicators)
‘ShotSpotter Customer Success team members, ledby the assigned CustomerSuccess
Director, will wrk with the Department's Program Manager and Commandstaffto review,
define, and adopt a set of agency metrics, or Key Performance Indicators (KPls), o establish
‘and monitor the efficacy of the ShotSpotterservice and related agency Best Practices. Its
important to ensure that the agency and al stakeholders have visibility (and routines inplace)to
track the program metrics or KPIs needed to monitor the statusof the program andto make
informed decisions regarding resources, response protocols, and the best practices to drive:
success.
Onsite Support During Service Activation (Go-Live)
On the day of ShotSpotter service activation to a live production status, ShotSpatter's Customer
‘Success Director will be on site to ensure that the transition is smooth, that the established best
practices are being implemented as planned, and that user questions are answered quickly.
Prior to cutover, ShotSpotter team will faciltate an introduction to the ShotSpotter Support
organization to review the support process and introduce the designated Technical Support
Engineer to the Department. Following system activation, the designated Technical Support
Engineer wil facltate a series of Status Cals with the Department to review the performance of
the service. The Customer Success Director will continue to work with the Department to review
and results being achieved by each group of users involved in the gun violence reduction
program
Ongoing Customer Support
As an ongoing service, the Customer Support organization wil publish a monthly Scorecard to
the Department to communicate details on system performance and our service including the
number of Gunshot Alerts, Misses, Mislocated Incidents, Misclassified Incidents, and other
useful metrics. This report will be reviewed by the designated Technical Support Engineer on a
monthly basis and any and all concerns will be discussed and addressed.
‘ShotSpotter standard customer support includes 24/7 assistance with user accounts, software
interface, tools, features, incident (re)cassification, and review. Tier 1 Support s provided by
our Incident Review Center (IRC). IRC staff have extensive experience with ShotSpofter
applications and provide real-time support of basic issues, and first level of support for
information gathering and triage for advanced troubleshooting by Tier 2 Support. The Tier 2
Support Team comprises technically advanced, experienced Customer Support professionals
Who are responsible for advanced levelsof troubleshooting and analysis, IT Support, mapping
issues, etc.

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ie; ShotSpotter
p
Detect Protect- Connect Price Proposal for Virginia Beach, VA
RUA REAR] Tier 2 Support
[EE
Features + Login support Normal Support
© Reportamiscassifcatin + Analysis of missed gunshols
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© Integration issues
© Generalapploaton quesions
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Hoursof 2ax1x365 Normal Support 5am 11 pm
Operation Paci TimaZone
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Customer References
‘ShotSpotter has 120 customers covering more than 750 square miles. ShotSpotter is the leader
in the development and deployment of wide area acoustic gunshot detection and location
systems. Today, ShotSpotter provides gunshot detection and location services to law
enforcement agencies across the country. Among these are:
«New York + Miami
+ Chicago + San Francisco
+ Milwaukee + Omaha
+ Minneapolis + Fresno
+ Boston + Washington DC
ShotSpote, Inc. Copyright ©2021 18

rel
{e] ShotSpotter’
Detect. Protoct- Connect Price Proposal or Virginia Beach, VA
Pricing
4 mi? of Coverage
lone-Time Service] 3
Contract| Coverage | Startup Fees i abot Sotal
Term | Area Size| (Initiation & “si hihi
Onboarding) 3
Year ami $50,000 $280,000 (850,000) $280,000
“ShotSpotters curent annual subscription fee is $70,000 per square mie.
Forensic Consultation Services
Forensic Consultation Service Fee (Expert Witness Services) $350mour
Expert Witness Testimony Services are available upon request and billed separately at the above rae.
Optional Additional Services

Interface License
Notifications API License Pack $9,500/year
«Recurring annual subscription fee
+ Includesup to three interfaces
«Does not include costs required from other vendors
to implement or
support the planned interfaces
Payment Terms
Payment fo the service inflation, onboarding, and subscription (excluding optional interface:
license) shall be as follows:
«100% of fees due upon execution of agreement and service activation for both
Precinct 2 and Precinct 3 coverage areas ($280,000)
Expert Witness Testimony Services are available upon request and billed separately at the
above rate.

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ie] ShotSpotter
DetectProtct:Connect Price Proposal for Virginia Beach, VA
Pricing Assumptions
This pricing is submitted based on the following assumptions:
«This pricingassumes tha theserviceswilbedelivered underthe terms ofthe

ShotSpotter Respond Services Agreement to which this Proposal will be attached as
Exhibit A (sample attached). The ShotSpotter Respond Services Agreement will
‘supersede and replace the Memo of Understanding for the Pilot Program.
«The pricing assumes that the VBPD will provision network access to meet
‘ShotSpotter minimum specifications and requirements for all computers (PCs and
MDCs) that will access the ShotSpotter service.
« This pricing does not include any state or local taxes; if taxes are applicable, we will
be happy o provide an amended price quotation upon request
«This pricing remains valid for ninety (90) days from the date of this proposal.

"RESPOND SERVICES AGREEMENT
i) Shot S potter ‘
0;
Detect - Protect - Connect
ShotSpotter, Inc.
7979 Gateway Bivd., Suite 210
Newark, California 94560
+1.888.274.6877
no
©ShotSpotter ——
Contents
Te EBTSimms ——— "|
2. DEFINITIONS... — smn
3. SUBSCRIPTION SERVICES... 2
4. INITIAL TERM AND RENEWAL... lh
5. LICENSE, OWNERSHIP, AND DATA RIGHTS... 4
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS... 7
90 LUTED WARRANTIES mms 9
5, CUSTOMEROBUBATIONS: cmmmossmmmmsmommmmmmmmmmmssss 10
9. INTELLECTUAL PROPERTY INFRINGEMENT cocoons 11
10. INDEMNIFICATION AND LIMITATION OF LIABILITY... 12
1. DEFAULT ANDTERMINATON; REMEDIES... 13
4 NOTICE Bummmmmnsmimmsmmmmsmmammnmsmmmm th
LTE ——————.
15. ENTIRE AGREEMENT... 18
16. GOVERNING LAW... 18
AT. NOWAIVER wns 18
RE E—————
19. DISPUTE RESOLUTION... 18
20, ASBIENMEN .smmmmmmmmmmsmmmmmmmmmsssomnth
21. GENERAL PROVISIONS... 15
EXHIBIT A = SHOTSPOTTERPROPOSAL... 16
EXHIBITB ~SERVICELEVEL AGREEMENT... 17
Gopyright©2021 ShotSpetier, Inc. Confidential

Ah reserved undor he copyright aws of tha United States
ie] ShotSpotter
Detect.protect:Connect RESPONDSERVICES AGREEMENT |Page1.0f20
Tis ShotSpotter® Respond™ Services Agreement (his “Agreement’) is entered info by and between
‘ShtSpotter, Inc. (referred to herein as *ShotSpatter’), with offices located at 7979 Gateway Bivd., Suite
210, Newark, CA 94550 and the City of Virginia Beach (hereinafter refered to as “Customer, wit offices
located at 2383 Liberty Way, Virgina Beach, VA 23456, effecive as of the last date of signature herein
ShotSpoter and Customer may also be referred toi this Agreement individually as a “Party”o collectively
as the ‘Parties’.
This Agreement and fis exhibits define the deliverables, implementation, and subscription services for
‘ShotSpotter's gunshot location system (‘ShotSpotter® Respond™ Gunshot Detection, Location, and
Forensic Analysis Service?) o be provided under this Agreement.
In consideration of the Parties’ mutual covenants and promises set forth in this Agreement, the Partes.
agree as follows:
1. EXHIBITS
The folowing exhibits (‘Exhibits’) are attached to, and incorporated in tis Agreement:
A. ShotSpotter Proposal ID # VBVA0B1221
6. Service Level Agreement
2. DEFINITIONS
Al capitalized terms not otherwise defined inthis Agreement shal have the meanings set forth below:
A. Insight means the internet porta towhich Customer will haveaccessto Reviewed Alerts.
8. Confidential Information means that Information designated by either Party as confidential or
proprietary as further defined in Section6 of this Agreement.
C. Coverage Area means the area in square miles covered by the Services assetforth in Exhibit A
and any subsequent amendments thereto.
D. Data means all data created, generated, modified, compiled, stored, kept, or displayed by
‘ShotSptter in performance of the Subscription Services, including the Software.
E. Reviewed Alerts means the data reviewed by ShotSpotters incident review staff elated to gunfire
Incidentsdetectedbythe ShotSpotter Gunshot Detection, Location, and Forensic Analysis Servic.
F. SnotSpotter Respond System means the ShotSpoter Respond Gunshot Detection, Location, and
Forensic Analysis Service provided on a subscription basis under this Agreement.
G. Software means the ShotSpatter Respond Gunshot Detection, Location, and Forensic Analysis
‘Service, Reviewed Alerts, ShotSpotter Respond™, and ShotSpotter Dispatch™ and ShotSpotter®
Insight applications to which Customer will have access under this Agreement on a subscription
basis. The tem Software shall also mean any new applications supplemental to the Subscription
‘Services provided by ShotSpotter toCustomersubsequent to the execution dateof thisAgreement,
and f purchased by Customer, the ShotSpoter API Subscription License
Gopyright ©2021 ShotSpotter, Inc. Confidential

ATights reserved undorthocopyright jaws of tho United Sates
i] ShotSpotter’
Detect.rt Comect RESPOND SERVICES AGREEMENT |Page
2of 20
H. Subscription Services means the services provide {o Customer on subscription basisto access,
and ShotSpatte's maintenance o, the Software.
1. System means colectively the Software and Subscription Senvices provided under isAgreement
3. SUBSCRIPTION SERVICES
A. ShotSpoter wil instal the ShofSpoter Respond System intheCoverageArea specified In Exot
Aattachedlo this Agreement. ShotSpotir wil hos the Subscription Services and may update the
funcional and Software ofthe Subscrplion Services from time to timea ts sole discretion and
in accordance with this Agreement.
B. ShotSpotter will be responsible for determining the location(s) for installationof acoustic sensor(s)
(the “Sensors”) that detect gunshot-like sounds, and obtaining permission from the premise's.
ownerlproperty managerfessee.
C. Tho ShotSpatter Respond System acoustic Sensor may use wird, wireless, or cellar wireless
communications which necessitates the existance of a realime data communications channel
fromeach Sensorto the ShotSpotter hosted servers via a commercial carer. The unavalabity or
etariraton ofthe qualityof such wired, wireless,owirelesscelacommunications may impact
tho abil of ShfSpoter fo provide the Subscrplon Services. In such circumstances ShotSpoter
wil use commercial reasonable flrs to obtain atemate vied or wireless cellar
communications or adjust the coverage area as necessary. In th event ShotSpottr is unable to
do 50, ShotSpoter wil terminate the Subscription Services and refund a pro-ata portion of the
annual Subscription Services fea fo Customer.
0. ShotSpotter wi provide Customer ith user documentation, olin help, wien or recorded video
training material and othe applicable documentation (as availabe)
E. ShotSpatter wil provide reasonable afot to respond via email 0 requests for support relating fo
incident classification as defined nthe Support Love Matrix provided in Extbit B.
F. During th term of this Agreement, ShotSpattr wil provide rea-ime unre analysis and alert
senices. After an explosive (or impuisive) sound tigger enough ShofSpoter Sensors thal an
incident i detected and located, audiofrom the ncidetis sent othe ShafSpoter 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 qualfied lets then sent dec) to the Customer's dispatch centr,
PSAP, mobilepatrl officers, and any oer relevant safety or securly personel as delermined
bythe Customer. ShotSpotters IRC wil review gunfire incidents as further defined in Exhibit B.
G. The Subscription Services provided under this Agreement shall consistof (i) providing access to
the Customer of Reviewed Alerts delivered via the Insight password-protected internet portal and
user interface supplied
byShotSpotter; (ii) providing Customer accesstohistorical Reviewed Alerts
and incident information via the Software; and (iii) other services as specified in this Agreement
and ts Exhibs.
H. ‘ShotSpotte il use commercial reasonable effortstorespond0 support requests assetforth in
the Support Level Matrix provided in Exhibit B. These requests may be made to ShotSpotter
Copyright©2021
Ai rhs resved ShotSpoer, inc —Contdntel
underth copyriohl ofte Uned Sites
ie} ShotSpotter
Detct Protect Commct RESPOND SERVICES AGREEMENT| Page 3 of 20
through one of the following methods: 1) email to suppori@shotspottercom 2) Live Chat through
our ShotSpotter applications: 3) A phone cal to our Customer Support organization at
888,274,687, option 4. These are the only methods ShotSpotier will receive and respond to
support requests.
Aer 1 (as defined n the Support Mati in Exhibit B) ShotSpoter Customer Support specialist
willbe responsible for receiving Customer reports of missed incidents, or erors in the Subscription
Services, and, o the extent practicable over emai or telephone, making commercially reasonable
efforts to assist the Customer in resoling the Customer's reported problems. In the event the
problem cannot be resolved within 24 hours, requiring further research and troubleshooting,
ShotSpotter wil use commercially reasonable efforts to resolve the issue within seventy-two (72)
ours of receipt of the report. In the event that the ShotSpotter service i fully nonfunctional, and it
is not ue to power outage of Gther reasons that ae outside of ShotSpotter’ control ShotSpatter
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.
1 FORENSIC REPORTS.
i Investigative Lead Summary (1LS"). ShotSpotier 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 sequenceof each shot
fired during an incident. The ILS is very valuable on scene, helping law enforcement find
shell casings, confi winess accounts, and identity suspects. ILS reports are avaliable
immediately afte an incident occurs via the mobile, web, or deskiop ShotSpotter Respond
application (machine-generated). The ILS i not a court-admissible document.
i. Detailed Forensic Report (DFR). If requested by Customer, ShotSpotier wil provide a
DFR for any ShotSpatter-detecied incidents, incluging Reviewed Alets. The DF is
intended to be a cour-admissible document usedbyatomeys as part ofa court case for
the exact, verified timing, sequence and locaton of each shot fired. Secondariy, the DFR
is available for use by law enforcement to oban a search warrant or to investigate an
Officer Involved Shooting.
'DFRs must be requested in writing and addressed to the ShotSpatter Customer Support
Department. Requests may be submited via the Forensics Services page under the Law
Enforcement tab on ShotSpoltar’s website (ww.shotspotter.com). ShotSpotter wil use
commercially reasonable efforts o 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 Alert, for an hourly foe:
as set forth in Exhibit A, as well as reimbursement of all yavel and per diem costs. I requested to
provide stich services, ShotSpoter wil invoice the Customer for the number of hours expended to
prepare for and provide expert witness testimony, and actual travel expenses, upon completion of
the services. Customer understands that ShotSpotter undertakes 10 provide Individuals whose
qualications are sufficient for such services, but does not warrant that any person or his or her
opinionwillbe accepted byeverycourt. ShotSpottr requires at eastfourteen (14) days prior notice
‘Copyright©2021 ShotSpottr, Inc. Confident
All rights reserved under tho copyright ws of the United States
ie] ShotSpotter
Detect.protectConnect RESPONDSERVICES AGREEMENT |Page4of20
of such a requirement in writing from the Customer. Customer must include dates, times, specific
locations, anda point of contact for ShotSpolter personnel. Dus to the nature of legal proceedings.
ShotSpotter cannot guarantee that ts services described n this section shall produce the outcome,
legal or otherwise, which Customer desires. Payment for expert winess services described shall
be due and payable when services are rendered regardless of the outcome of the proceedings.
4. INITIAL TERM AND RENEWAL
Unless otherwise specified in Exhibit A, he nial 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 o the
Gustomer 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 witha renewal noice stating the renewal fees, terms, and conditions for the next
successive renewal term approximately ninety (30) days prior o the expiration date of the then curent
form. Customeracknowledges tha 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
rom those applicable to thisAgreement in successive renewal terms. Annual Subscription foes ao subject
toincrease at arate of 5% forCustomerswhose annual subscription fee is less than the current ShofSpolter
lst price.
IfCustomer ail to renew prior to expiration ofthe then current subscription term, the Subscription Services
will terminate in accordance with Section 5.C. A ts discretion, ShotSpofter may remove the ShotSpotter
Gunshot Detection, Location, and Forensic Analysis Servioe and any components rom the Coverage Area
at that time. If ShotSpotter does not remove the ShotSpatter Gunshot Detection, Location, and Forensic
Analysis Service from the Coverage Area, Customer may reinstate the Subscription Services at alterdate:
by renewing this Agreement and paymentof the applicable reaciivation and Subscription Services renewal
fees; however, Customer will not have access to any Reviewed Alerts that they would have hed 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
Exhitit A, Customer is granteda non-ransferrable, non-exclusive and terminable icense (‘License’) to use.
the Subscription Services and Data assetforth inthis Soction 5. Pleaseread the terms and conditionso
2nd conditions of his Adreement. tf vou do not adre to these terms. vou mus! notify ShotSpotier and
discontinueanyuseoftheSubscripion ServicesandData.
A. Rights in Data.
For the purposes of this Agreement, ‘Data’ is defined as data, information, and electronic fies
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.
‘ShatSpotir shall own and have the unrestricted right to use the Data for infemal purposes such
as research or product development. ShotSpatter may provide, license, or sell Data on an
Copyright ©2021 ShotSpoter, In. —Confcental
All Tights roseved undor tho copyright Jawsofthe United States
ShotSpotier
ie ShotSpotter'
RESPONDSERVICESAGREMENT
Poge5of0
aggregated basis to third parties (excluding press or media) to be used for research or analytical
purposes,orfor law enforcement andlor secur purposes.
ShatSpotter wil not releaseordisseminate fo any person or entity Data related to or consisting of
‘specificforensic or aw 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 govemmental body, or as otherwise required by law. ShotSpotter will no release, sell
license,orotherwise distribute the gunfire alert Data to the press ofmediawithout the prior express
wien consent ofan authorized representative of the Customer.
Customer shall have the unrestricted righ to download, make copies of, distribute, and usa the
Data within ts own organization, exclusively for its own intemal purposes, and for purposes of
detecting and locating gunfire, routine archival recordkeeping, evidence preservation, and
investigative,orevidentiary, and prosecutorial purposes.Customershallnotprovideto,licensethe
use of, or sell Data to any third parties, which restriction will not perain to the collaboration wih
otherlawenforcementagendies forthepurposesofinvestigatingandprosecutingcrimesdetected
butheShotSpottersystems.
B. License and Restrictions.
Software and Subscription Services. The Software is the proprietary product of ShotSpotter,
licensedto Customer on an annual subscription bass. The ShotSpotter Software may incorporate
components supplied to ShotSpatter under license by third-party suppliers, and maybe protected
by United States patent, trade secret, copyright law and intemational reaty provisions. All such
fights in and to the Software and Subscription Services any part thereof is the property of
ShotSpotter or, if applicable, ts supplier. Al right and tte to the ShotSpatter computer programs,
including, but not ited 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 copiesofthe witien materialsordocumentation that accompany any
component of the Software, or use them, or any other information concerning the Subscription
Services that ShotSpottr has designated as confidential,foranypurpose ther than bona fide use
of the Subscription Services or Software for in accordance with the terms of this Agreement, nor
allow anyone else todoso. Customer shall not 1) modify adapt, ater, ransiate, copy, perform, or
display (publicly or otherwise) or create compilations, derivative, new, or other works based, in
whole or in par, on the Software, or on the Subscription Services: (i) merge, combine, integrate,
orbundlethe Software, inwholeor in part, with other software, hardware, data, devices, systems,
technologies, products, services, functions,orcapabiltes; (i)ranser, distribute, make available
the Subscription Services, or Software to any person other than Customer; or (W) sel, resel,
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,
rentalo time-sharing arrangement.
Data. Customer's rights to use the Data are defined in paragraph Aofthis section 5
Nothing in this Agreement shall be consirued as granting any righ or tie o the Software, Data or
any component thereof, or any other intellectual property of ShofSpatter or its suppliers to
Customer.
‘Copyright©2021 ShotSpeter, Inc. Confidential
All ighsreserved under the copyright awsofthe United Stes.
ie} ShotS potte r' e
Detct- Protect Comct RESPOND SERVICES AGREEMENT | Pag 6of20
Customer shall not ate, remove or obscure any copyright, patent, trademarks, confident,
propritary, o restrictive notices or markings on any componentof the Subscription Services,
Software or any documentation.
Customer acknowledges that the ShofSpotte System has been determined by the United States
DepartmentofState tobeaconroled commdiy, sofware andor technology subjecttothe 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, delvery,
downloading, uploading, or vansmiting In any form, any ShotSpotier Software, Data,
documentation, or any component thereof or underlying information or technology related thereto,
fo any third party, goverment, or couniry for any end uses except in strict compliance wih
applicable U.S. export controls laws, and only with the express prior wien agreement of
‘ShotSpotte. In the ovent hat such writen agreement s provided, Customer shall be responsible
for complying with ll applicable export laws and regulationsofthe Urited States and destination
country, including, but not limtoite d States Export Adminisration Regulation
theUnited ofthes U.S.
Department of Commerce, incusing the sanciions laws administered by the U.S. Department of
Treasury, Office of Foreign Assets Control (OFAC), the U.S. Ant-Boycott regulations, and any.
applicable laws of Customer's county. In this respect, no resale, transfer, or re-export of the.
ShotSpoter Respond System or any ShalSpalter Respond System component exported to
Customer pursuanttoa licensefomthe U.S. Department of Commerce may be resold, ransferred,
or reported without prior authorizat ion U.S. Government. Customer agrees not export re-
bythe
‘export or engage in any “deemed export,” or to transfer or deliver,or10 discloseorfurnish, 10 any
foreign (non- U.S.) government, foregn (non-US. person or third pary, or to any U.S. person or
enti, any of the ShotSpatier Respond System, or ShotSpotter Respond System componenis,
Data, Software, Services, or any technical dataor ouput datao direct data product there,oany
servic related thereto, in violation of any such restictons, laws or regulations, or without all
necessary registrations, licenses and or approvals. Customer shall bear al 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,
fumish, ootherwise exporto re-export any such fem) o o throughs (a) any person orentityon
he U.S Department of Commerce Bureau of Industy and Security's List of Denied Persons or
Bureau of Export Administration's antprofferation Entity List; (b) any person on the U.S.
Department of State's Lis of Debarred Parties; () any person or enty on the U.S. Treasury
Department Office of Foreign Asset Control List of Specially Designated Nationals and Blocked
Persons; or d) any tird party or for any end-use prohibited by laworegulation, as any andallof
the same may be amended fom imeto time, or any successor thereto.
C. Termination
‘Gustomer agrees thl is right to use the Subscription Senvices, Software and Data wil terminate.
following tity (30) day's prior writen nolice due to a material breach of the tems of this
Agreement, incucing failure t pay any sums to ShotSpatter when due, of failure 0 renew the
‘Subscription Services prior o expirationofthe then current subscription form unlesssuchhas been
Copyright ©2021 ShotSpote, In. —Confdenialt
Kirighs rosoved under hecopyrigh owsofth nid States
i] ShotSpotter’
Betoct. roe:Connect RESPOND SERVICES AGREEMENT | Page 7of20
cured within said thirty (30) day period. In the event of a breach of ShotSpoter's intelectual
property rights, ShotSpotter at its sole discretion may terminate this Agreement immediately upon
writen notice to Customer. I the event oftermination, Customer's access fo the Data and Software
willbe terminated, and ShotSpotier wil cease delivering Reviewed Alerts, and disable Customer's
access to the Data. Customer agrees that ShotSpatter shal not be fable to Customer nor o any
hig party for any suspension of the Subscription Services resulting from Customer's nonpayment
ofthe Subscription Services fees as described in this section.
D. Modification to, or Discontinuationof the Subscription Services.
Upon reasonable notice to Customer, ShotSpotter reserves the right at ifs discretion fo modi,
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 funcionalty on which Customer materially eles, ShotSpte, a Customer's request, shall use
commercially reasonable efforts to restore such functionality to Customer. In the event that
ShotSpotter is unable to substantial restore such functonaity, Customer shall have the right fo
terminate the Agreement and receive a pro-rata refundof the annual Subscription Services fees
paid under the Agreement for the subscription term in which this Agreement is terminated.
Customer acknowledges thal SholSpolter reserves the right to. discontinue offering the
Subscription Services at the conclusion of Customer's then current term. Customer agrees that
ShotSpoter shall not be lib to Customer or fo any third party for any modifcation of the
Subscription Services as described i tis sacton.
E New Applications.
From tim to time, at ShotSpotiers discretion, ShotSpotermayrelease os customer base, new
applications supplemental to the Subscription Services. Customer's use of such new applications
shall be subject fo the license, waranty, intellectual property, and support tems of this
Agreement. Prior to general release, ShotSpotter may request Customer to act as a pre-feloase
test ite for new applications, or major upgrades. Provided that Customer agrees in writingo such
request, ShotSpotter will provide a pre-release package explaining the details and requirements.
for Customer’ participation
F. No Use byThird Partie.
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 sat forth in Section 18 of
his Agreement.
6. CONFIDENTIALITY AND PROPRIETARY RIGHTS
A. ShotSpotter Privacy Polcy.
‘ShotSpotter has structuredits technology, processes and policies
insuchawayasto minimize the
risk of privacy infingements from audio surveillance while stl daivering important public safety
benelts toi customers. These efforts fo maintain privacy includeth folowing:
1) ShotSpotter wil not provide extended audio to customers beyond the audio snippet (1
secondofambient noise prior toa gunsh,thegunshot audiofsel, and 1 second after
Copyright©2021 ShotSpoter, nc. Confidential

Airights rsorvedundothecopyrightwsofthe nied States
ie: ShotSpotter
ShotSpotter RESPONDSERVICEAGREEMENT
age 80120
he Incident). ShatSpote wil vigorously resist any subpoena of court order for
extended audio that goes beyond an audio snippet
2) ShotSpotr will no provide a lst or dtabase of the precise locaton of Sensors fo
pos or hepublrequested and wil challenge any subpoenas for is ocaton dita
8. ShotSpotir Confidential Information
Customeracknowledgesandagrees thatthe source cade, technology, and intemal structure ofthe
‘Software, Data, and Subscription Services,aswel as documentation, operations manuals) and
vaiing materi), re the conficentel information and proprietary rade secretsof ShiSpoter,
he value of which would be destroyed by disiosurs fo the publ. Use by anyone ober tan
Gustomer of the Subscription Services, cocumentatin, and Daas protic, uless pursuant 0
a valid assignment under ths Agreement. Unless prohibited by applicable law, the tems and
condilons of tis Agreement, inducing pricing and peyment tems shall also be trated as
ShotSpoter’ confidential information. Customer shall not disassemble, decample, of ohenvise
Teverse engineero apt 0 reconsiuct derive, or dScover any Source code, undering deas,
agorthms, formulas, rouines, le formas, data suture, programming outs, introperabity
ineraces, drawings, of pans fom the Sofware, or any datao information created, compiled,
spayed, or accessible trough the Subscription Services, in whole orn prt. Customer agrees
Gurng th tom of this Agreement, and thereafter, 0 hold the confidential formation and
proprietary rade secrets of ShofSpote In sit confidence and f ot permit any persoor ently
{o obain access fo t except as required for the Customer’ exercise of the oense rights ranted
under this Agreement. Nothing ns Agreements intended oof shall mitany rightsor remedies
under applicable aw olin to ado secrets, including the Uno Trade Secrets Actas enaced
inappicatl urisditons.
©. Gustomer Confidential formation
During the tom of his Agreement or any subsecuent renews, ShotSpater agrees to maintain
Customer infomation designated by the Customer 2 confidential fo which ShotSpote gains
‘access in the performance of its obligations underthis Agreement, and not disclose such Customer
Confidential Information to any third parties except as maybe required by law. ShotSpotter agrees
that Customer's Confidential Information shall be used solely for the purpose of performing
ShotSpotters obigatns under 1s Agreement
©. Obligationsofthe Partes.
The recehing Part’ (Recent) abigatons under tis secon shal not apply 10 any of the
iscosing Party's (‘Discloser') Conficental Information that Recipient can document: (a) was n
ne pubic domain tor subsccuent o th mo such Gonfideial narmation was communicated
10 Recilent b Discioser rough no faul of Recent; (b) was rightly n Recipients possession
fro of any obligation of anfdonce at or subsequent othe ime such Confidential Information was
communicated to Recipient by such Discose, 6) wes developed by employees or agens of
Reciplent independent ofand without reference to any of Discosers Confident Information; or
(@was communicated byDiscosrtoanunaffiatedthird part reeofany obligationofconfidence.
Adisclosure by Recipient ofany Discloser Confidential Information (8) in165p0nse 0a val order
by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to
establish he righ of either ary under is Agresment shall ot be considered 0 be a breach of
Copyright
ST events©2021 ShotSpoter,
ante copync. Conical
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ie} ShotSpotter'
Doe.Ptr Comect RESPOND SERVICES AGREEMENT | Page 9of20
this Agreement by theRecilent_provided.however,thatRecipientshalprovidepromptprior
writen notice thereof to the Disclose to enable Discloser to seek a protective order or otherwise
prevent such disclosure. The Recipient shall use reasonable controls foprotectthe confidently
of and restrict access to al Confidential Information of the Discloser o those persons having a
specific need to know for he purpose of performing the Recients obligations under this
Agreement. The Recipient shall use controls no less protective than Recipient usestosecure and
protects own confidential, but not “Classified” or otherwise Goverment-egended, informatio.
Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return
the Discloser's Confidential Information, or destroy all copiesthereof and verify such destruction in
wing othe Disclose
Unless the Recipient obains prior writen consent rom the Discloser, the Recipient agrees that I
wil not reproduce, use for purposes other than those expressly permitied in this Agreement,
disclose, sel, cense, afford access to, distribute, or disseminate any information designated by
he Discloser as confidential.
7. LIMITED WARRANTIES
ShotSpotter warrants that the Software wil function in substantial conformity with the ShotSpoter
documentation accompanying the Software and Subscription Services. The Software covered under this
warranty consists exclusively of the ShotSpoter Dispatch, ShotSpoter Respond, and ShotSpoter Insight
applications and user interface made avaiable to the Customer under this Agreement. ShotSpolter wil
provide support services as defined n Exhibit Service Level Agreement.
A. ShotSpotte futher warrants that the Subscription Services, Data, and Software shal be free of
viuses, Trojan horses, worms, spyware, or ther malicious code or components.
B. The Subscription Services are not designed, sold, or intended to be used to detect, intercept,
transmit, or record oralorother communications of any kind. ShotSpotter cannot control how the:
Subscription Services are used, and, accordingly, ShotSpoter does not warrant or represent,
expressly or implcty, that use of the Subscription Services will comply or conform to the
requirements of federal, state, or local stautes, ordinances, and laws, or that use of the
‘Subscription Services will not violate the privacy rights of third parties. Customer shall be solely
responsibleforusing the Subscription Senices in full compliance with applicable aw and the rights
of tid persons.
C. ShatSpotter does not warrant or represent, expressly or implicitly,thatthe Software o Subscription
Services or ts use wil: result in the prevention of crime, apprehension or conviction of any
perpetrator ofany crime,odetectionofany criminal; prevent any loss, death, injury,or damageto
property due to the ischargeof a firearm or other weapon; n all cases result n a Reviewed Alert
for all frearm discharges within the designated coverage ares; or that the ShotSpottr-supplied
network wil remain i operation a ll imesor under al conditions.
D. ShotSpotter expressly disclaims, and does not undertake or assume any duty, obligation, or
responsibilty for any decisions, actions, reactions, responses, fare to act, or inaction, by
Customer asaresultofor In reliance on, inwhoeorn part,any Subscription Services or Reviewad
Alerts providedby ShotSpotter,or foranyconsequencesoroutcomes, includinganydeath, injury,
orlossordamageto any property, arising fom or caused byany such decisions, actions, reactions,
Copyright©2021
Ri righis rosorvd ShotSpoter
under nc. Confdenial
th copyright lw of heUnited States .
i] ShotSpotter’
Detect Protect-Connect RESPOND SERVICES AGREEMENT| Page 10 of 20
responses, failuretoat, or inaction. Itshallbethe sole and exclusive responsibilty
oftheCustomer
to determine appropriate decisions, actions, reaciions, or responses, including whether or not to
dispatch emergency responder resources. The Customer hereby expressly assumes all isks and
liabilty 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 of in part, on any Subscription Services provided by ShotSpotter,
including any death, injury, o lossordamage to any property.
E. Any and all warranties, express or implied, of fitness for high-risk purposes requiing fail-safe
performance are hereby expressiy disclaimed.
F. The Parties acknowledge and agree that the Subscription Services is not a consumer good, and is
notntendedforsale tooruse byor or 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 NONANFRINGEMENT, QUALITY, SUITABLY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. CUSTOMER OBLIGATIONS.
‘Customer acknowledges and agrees that ShotSpotter's duties, including warranty obligations, and ably
1o perform its obligations to Customer under this Agreement shal be predicated and condoned 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 fo the
payment terms in Exhibit A for implementation, and ongoing annual subscription fees. Actual
‘access anduseofthe ShotSpotter Service shall constitute evidence that the Subscription Services.
are active, and the final implementation payments due.
‘Customer's address for invoicing
B. Customer agrees to use reasonable efforts to timely perform and comply with al of Customer's
obligations allocated to Customer under this. Agreement, including providing assistance to
ShotSpatter, as needed in obtaining premise permissions forinstallationof the Sensors.
C. Customer shall not pemnit any aeration, modification, substitution, or supplementation of the
‘ShotSpotter Subscription Services or web portal,orthe combining, connection, merging, bundiing,
or integrationofthe ShotSpatter Subscription Servicesorweb portal intoorwith any other system,
equipment, hardware, software, technology, function, orcapabilty, without ShotSpotter's express.
prior writen consent.
D. Unless otherwise expressly agreed in advance in wring by ShotSpotter, Customer shall not
authorize or appoint any contractors, subcontraciors, original equipment manufacurers, value
added integrators, systems integrators, or other third parties to operate, or have access to any part
of the Subscription Services.
‘Copyright ©2021 ShotSpoter, Inc. ~Confidenial
All rights reserved underthe copyright aw ofthe United States
‘6 ShotSpot
7 eect prota.connect RESPOND SERVICES AGREEMENT | Page 11 of20
E. Inorderto use the Subscription Services, Customer must have and maintainaccessto the World
Wide Web to enable a secure hitps connection from the Customer's workstation() to ShotSpotter's
hosted services, either directly or though 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 itll seting up passwords and user names for
Customer's employees, agents, or representatives to whom Customer designates access (0 the
Subscription Services (Authorized Users"). Thereafter, Customer shall be responsile for
assigning passwords and user names fo ts Authorized Users. Customer shall be responsible for
maintaining the confidentiality and useofCustomer'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 Subscripion Services.
G. Customer shall comply with all applicable laws, rules and regulations relating 10 the goods and
services provided hereunder.
9. INTELLECTUAL PROPERTY INFRINGEMENT
ShotSpoter wil, a ts expense, defend and indemnify Customer from and against losses, suis, damages,
liabilty, and expenses (including reasonable attomey 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 thir party asserts a
claim that the Subscription Services andor Software, when used in accordance with ShotSpoter’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, asof the effective
date of Customer's agreement olicense the ShotSpottr Respond System (collectively Acton’), provided
that Customer provides ShotSpotter with reasonably prompt noice of any such Action, or circumstances of
which Customer becomes aware that could reasonably be expected to lead to such Action inciuding but
not limited to any cease and desist demands or warnings, and further provided that Customer cooperates
with ShotSpotte andi defense counsel in the investigation and defenseof such Acton.
‘ShotSpotter shall have the right to choose counsel o defend such suit andlor action, and to control the
Settlement (including determining the terms and condiions of settlement) and the defense thereol.
Gustomer may pariipate n the defense of such action ats own expense.
This Section 9 shall not apply and ShatSpotter shal have no obligation to defend and indemnify Customer
in the event the Cuslomer or a third party modifies, alters, substiutes, or supplements any of the
Subscription Services, or Software,orto the extent that the claimof infingement arses from or relates to
the integration, bundling, merger, or combination of any of the same with other hardware, software,
systems, technologies, or components, functions, capabiltes, or applications not iensed by ShotSpoter
as part of te Subscription Services, nor shall it apply 10 the extent thatthe 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 trough
‘acoustic means.
1, in ShotSpotter’s opinion, the Subscription Services, or Software may, ori ikely to become, the subject
ofsucha suit or action, does become the subject of a caim asserted against Customer in a lawsuit which
‘Copyight©2021 ShotSpotter, nc = Confidential
Aight reserved under the copyright avsofthe United States
‘«; ShotSpoter ShotSpotter ESFONDSERVICES AGREMENT| ag 2120
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11. DEFAULT AND TERMINATON; REMEDIES
Either Party may terminate ths Agreement in the event of a material breach of the terms and conditions of
this Agreement upon thity (30) days’ prior witen noticeto the other Pary; provided that the Party alleged
10 be in breach has not cured such breach witin said thiy (30) day period.
n addition to the termination provisions in Section 6G for failure o pay annual Subscription Services fees,
upon the occurrence ofa material breach of Customer's obligations under this Agreement not susceptible
10 cure as provided i the preceding paragraph, ShotSpolter may a fs option, ofectve immediately upon
wien notice to Customer, either: (i) terminate ShotSpolter’s future obligations under this Agreement,
terminate Customer's License to use the Subscription Services and Software, or (i) accelerate and declare
immediately due and payable all remaining charges for the remainderofthe Agreement and proceed in any
awful manner to obtain satisfaction of the same. In either case, Customer shall also be responsible for
paying cout costs and reasonable attomeys' ees incurred by or on behalf of ShotSpatter, as wel as
applicable repossession, shipping, repair, and refurbishing costs.
12. TAXES
Unless otherwise inciuded as a ine item in Exhibit A, th foes dueunder this Agreement exclude any sales,
use, value added or simiar taxesthatmay be imposed in connection with this Agreement. Customeragrees
thatt shall be soley responsive for paymen, o reimbursement to ShotSpolter as applicable, of all sales,
use, value added or smiar taxes imposed upon this Agreement by any level of goverment, whether due
at the tm of sale or asserted later as a result of audit of the financial records of either Customer or
ShotSpottr. If exempt from such taxes, Customer shall provide to ShotSpoter writen evidence of such
exempion. Customer shall also pay any personal property taxes levied by goverment agencies based
pon Customer's use or possession of the items acquired of licensed in tis Agreement.
13. NOTICES
Any noice or other communication required or permed 10 be given under this Agreement shall be in
writing delivered to the address set fort in this Agreement by cerfied mall return receipt, overnight delivery
services; or delivred in person. A Pary's address may be changed by witen notice o the ther Party.
14. FORCE MAJEURE
n no event shall ShofSpottr be liable for any delay or default ns performance of any obligation under
his Agreement caused directly or indirectly by an actor omission of Customer, or persons acting under fs
aiection andlor control, fire, food, act of God, an act or omission of ivi or itary authorityof a state or
nation, strike, lockout, or her labor disputes, nabily to secure, delay in securing, or shortage of labor,
materials, supplies, transportation, or energy. falures, outages or denial of services of wireless, power,
telecommunicatins, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural
disaster or emergency, war, it, embargo, or civ disturbance, breakdown or destruction of plant or
equipment, or arising from any cause whatsoever beyond ShotSpotiers reasonable control. At
ShotSpotter's option and following notice to Customer, anyof the foregoing causes shall be deemed to
suspend such obligations of ShotSpatter so ong as any such cause shal prevent or delay performance,
and ShotSpoter agrees to make and Customeragreestoaccept performance ofsuch obligations whenever
such cause has been remedied
Aight reserved ShotSpotter,

Copyright©2021 Inc. Confidential
under the copyriaht ws of the United States.
ie} ShotSpotter
Detectprotect:Connect RESPOND SERVICES AGREEMENT |Page14of20
15. ENTIRE AGREEMENT
This Agreement and its Extibis represent the entre agreement and understanding of the Parties and a
final expression of their agreements with respect to the subject matter of this Agreement and supersedes
allpriorwritten 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
‘Commonwealth of Virgins, without giving efecto he confic of aw principles thereof. The United Nations
Convention on Contracts for the Intemational Sale of Goods is expressly disclaimed and shall not apply
17. NO WAIVER
No term or provisionofthis Agreement shall be deemed waived and no breach excused unless such waiver
or consents in wing and signed by both Parties. Any consent by eiher Pary 0, or waiver of, a breach
by the other, whether expressed o imped, shall not constitute a consent fo, waiver o, or excuse for any
other, diferent, prior,orsubsequent breach.
“The failure of either Party to enforce at any time any ofthe provisions of tis Agreement shall not constitute
2 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, artic, subsection, section, provision, condition or covenant of
his Agreement s held to be invalid or unnforcsable, for any reason, it shall not affect, impair, invalid or
uly the remainder of tis Agreement, but the effect thereof shail be confined 10 the term, clause,
sentence, paragraph, arid, subsection, section, provision, condiion or covenant of tis Agreement so
‘adjudged to be invalid or unenforceable.
19. DISPUTE RESOLUTION

Ifthe Parties disagree as to any matter arising underthis Agreement orth relationship and dealingsof he
Parties hereto, then at the request of either Party, ShotSpolter and Customer shall promptly consult with
one another and make diigent, good faith efots to resolv the disagreement by negotiation prior o either
Party taking legal action. If such negotiations do not resolv the dispute within sixty (50) days ofthe nial
roquest, either Party maytakeappropriate legal action.
20. ASSIGNMENT
Tris Agreement may not be assigned or transferred by either Party, nor any ofth rights ranted herein, in
whole or in part, by operationoflawor otherwise, without the other Party's express prior written consent,
which shall notbe unreasonably wiiheld. Providsd, however, that ShaiSpatier may assign or ransfer this
Agreement andlor ShotSpotters rights and obligations hereunder, in whale or in part in the event of
merger or acquisition of ail or substantially all of ShatSpottar's assets. No assignea for the benafi of
Customer's creditors, custodian, receiver, trustee in bankruptcy, deblor in possession, sherf,orany other
officer ofa court, or ther person charged with taking custody of Customer’ assets or business, shal have
any ight o continueo to assume or { assign these wihout ShotSpofer's express consent
Copyright©2021 ShotSpote, Inc. — Confidential
ATighs reserved under the copyright awsofthe Uned States
i} ShotSpotter
Detct.protect Comect RESPOND SERVICES AGREEMENT| Page 15 of 20
21. 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 his paragraph shall be construed as a consent t any
assignment by either Party excep! as povided in Section 20 of tis Agreement,
B.. This Agreement shall not become a binding conlract uni signad by an authorized representative.
of each Party, effective asof the date of signature.
C. This Agreement may be executed in any number of identical counterparts, eachofwhich shall be
deemed a duplicate original.
D. The provisionsofthis Agreement shall nt be construed In favorofor against siher Pary because.
that Party or fs legal counsal drafted tis Agreement, but shall be construed as if al Parties
prepared this Agreement.
E. Afacsimile 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 thal any
document in electronic format or any document reproduced from an electronic forma shall not be
denied legal effect, validity, or enorceabilty, and shall meet any requirement 0 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
orbe enforceable by any third party. The ighs 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 VIRGINIA BEACH ‘SHOTSPOTTER, INC.
“Accepted
By (Signature) “Accepted By (Signature)
PredNeme PiedName
we we
Be ee
Copyright® 2021 ShotSpoter, nc. — Conidontal

Rirghis rsorvd under tre copyright ws of ro Unie Stas
ie] ShotSpotter'
Dotct. ProtectCommct "RESPOND SERVICES AGREEMENT | Page 1 of 20
EXHIBIT A - SHOTSPOTTER PROPOSAL
‘ShotSpotter Proposal No.: VBVAQB1221 (Attached)
©2021 ShotSpotter,
Copyright Inc. — Confidential
Aight reservedunder the copyright aw of the Unied States
ie] ShotSpotter
Detect ProtectConnect RESPOND SERVICES AGREEMENT| Page 17of20
EXHIBIT B — SERVICE LEVEL AGREEMENT
ShotSpotter Respond Gunshot Location System
Reviewed Alet Service Levels
Summary
Under the terms and conditions of the ShotSpotter Services Agreement between ShotSpotter, Inc.
(ShotSpotter) and Customer, ShalSpotter commits to meet or exceed the folowing Service Level
‘Agreement (SLA) standards as it provides its ShotSpotter Gunshot Location Services:
[Sevico[SlAsndMessuement
Gunshot Detecion | 90%ofunsuppressed, outdoor quire ncidens, using standard, commercially
& Location avaiable rounds greater than 25 calver, inside the Coverage Area willbe
detected and located witin 25 meters of the actual gunshot location.
[Fem 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
ustomer 99.9% of the ime wih oni access to ShotSpoter dat, excluding
scheduled maintenance windows.
Gunshot Detection & Location Performance
ShotSpotte will detect and accurately locate to within 25 meters of the actual gunshot location 90% of
unsuppressed, outdoor gunshots fred inside the contracted coverage area using standard, commercially
avaiable rounds greater than 25 caliber.
Reviewed Alerts Service
The ShotSpotier reaktime Incident Review Center (IRC) wil review at least 90% of al qune incidents
within 60 seconds. This human review i intended to confim or change the machine cassifcatonof he
incident type, and, depending on the reviewer's confidence level tha 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 ShatSpalter App), based on the following criteria:
7Co CESR i VE al
Ses Tes ai Reviewed Gulre Alert, (Single Gunshot "SG or
bigh cotfigense extents gute Muliple Gunshols MG")sentto Customer's
dispatch canter, parol car mobile data terminals
(MDT), and officer smartphones (via the
ShotSpotter Respond App
[Toe——r——————— Reviawed Probable Gunfire (PG) Ale seni fo
nee gaisol ‘Customer's dispatch center, patrolcar MDTs, and
offcer smartphones
role Grad rs ‘No alert willbe sent; incident avaliable for
Gustomer review in the incident history avaiable:
through Insight
1 See attached *ShotSpotter

— Definition of Key Terms” for a complete definitionofterms associated with this SLA
and uiner detain
messuremontwil bo oil gunehot Incidents a cefnedbelow
he expanded Gefiritons lsted by ihte Devin
Summary.ofThoKoybasi
Terms.or ris SLA and peromance
Copyright 2021 ShotSpottercopyright
Ags reservedunderthe Inc. — Confidential
laws oftho Unied States
{e] ShotSpotter
Doc. Pree Comect RESPONDSERVICES AGREEMENT | Page 18of20
Reviewed Alertsare sent to the Customer's dispatch center, patrol car MDTs, and officer smartphones.
Information in a Reviewed Alert il includeth folowing:
+ “Dot on the map" with latitude and longitude indicating the locatonof the incident.
+ Parcel address closest o location of the incident
+ When avaiable, additional situational awareness data points may be inciuded, such as:
© Qualitative data on the typelseveriy of incident: Fully automatic, High Capacity
© Other comments (if any)
The ShatSpatter Respond App, and Insight provide theCustomerwith ul and immediate access o incident
History including information ShotSpoter uses in ts internal review process. This information includes,
‘among one tings, the nial incident classification and any recassifcations of an incident, incident audio
wave forms, and incident audio fs. Tis data access is available as ong as the Customer is under aciive
subscription.
Service Availabilty
The ShatSpotter Respond System wil be able to detect gunfire and available to users with online access
to ShotSpoter 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 ShtSpolter's control,
Customer SLA Credits
Each Service Level measurementshall be determined quartet, he results ofwhich will be reviewed during
the periodic account review meeings with Customer. For each calendar quarter that ShotSpotter does not
meet at least twoofthe three above standards,a fes reducion representing one free week of seni (for
the affected Coverage Area) for each missed quarter shall be included during a future Customer renewal,
Service Level Exclusions and Modifications
ShotSpoter takes commercially reasonable efforts to mainain Service Levels at ll times. However,
Service Level performance during New Year's Eve and Independence Day and the 43-hour periods before
and afte these hoidays, are specifically excluded from Service Level standards. During these excluded
periods, because of the large amount of fireworks activity, ShotSpotter uses fireworks suppression
techniques’.
“The ShtSpatter sensors send incident information to the ShatSpatier cloud via third party celuar, wireless
or wired networks. ShotSpote is no responsible for outages on the third-party networks.
ourRespond sence ncudes

datcenterand ol dotabase,sppications,
pocheal excl Cusomer’s Fle) and communications sences
network of systems or 3°ost by ShotSpote, In. at
pary crmuncatons
networks, 6.9. Verizon, ATAT. SpriniTMable, orCustomers neat Servic Provider.
ShotSpoter wilput he ShoiSpater system io TrvorksShorSpotr
he non.gunie incidents requredfo man lassiicaton. auppreseonwilmoc ugio
formal this period i rcrr
the customer 0 teuca
0.70
Sysiom boing placed I frawoks suppression mode and whan the mod is dsabiod, Whio in reworks
mode, th ncdon ls Gelemined o be reworks re ot sont 1 th reviewernor he Customer dispel contr, suppression
Gatabase for vse anaffcrsmartphones;
paircarMDTs, requireda a late me. Hower, hesenongun incidents wil conn 1 56 lod n ie
‘Copyright ©2021 ShotSpoter,
A ght resenved nc. — Cofidntal
under tn copyaht lows ofthe Unie States
i] ShotSpotter'
Detect Protect: Comect RESPOND SERVICES AGREEMENT | Page 19 of 20
Service Failure Notification
Should ShotSpotter identify any condition (disruption, degradation or failure of network, cloud, servers,
sensors etc.) that impacts ShotSpotters abilty to meetthe Gunshot Detection & Location standard (above),
ShotSpotter will proactively notify the Customer with: a) a brief explanation of the condition; b) how the
Customer'sservice 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 responsibilty 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 responsibilty for reaction, response, or dispatch decisions, which are
solely and exclusively the responsibiltyofCustomer, or for the consequencesoroutcomesof any decisions
made or not madeby 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 intemet access for
the Customer's dispatch center, patrol car MDT, and officer smartphones, or Insight.
‘Support Level Matrix
Er LTE Pr
(Customer Support)
Features « Loginsupport Normal Support:
+ Reporta misdiassification «Analysis of missed gunshots
+ Report a missed incident + Detailed audio search
+ Reporta mislocated incident. Performance ndlysls
« Basicaudio request * Imegationissues
+ General/application questions Criticalent
Support:
* Requestforlls
Hours
ofOperation~~ 24x7x365. Normal Support: am -11pm
Pacific Tme Zone
Escalation: 24x7x365
‘Copyright © 2021 ShotSpottr, inc. ~ Confidential

Allfights reserved under thecopyright laws of the United States
1] ShotSpotter
Detect Protect Conmct RESPOND SERVICES AGREEMENT | Page 20 of 20
ShotSpotter
— Definition of Key Terms.
‘The ShotSpotter Respond System will provide data for correct detection and accurate location for ninety.
percent (60%)ofdetectable (outdoor, unsuppressed) community gunfire which occurs iin a coverage
area, the “Coverage Area’, provided the measurement is Statistically Significant, as defined below. This
performance rate shal be calculated as 2 erceniage as folows:
umercomsaiocted
Performance Rate = ee omahaeT Tamer
where the “Performance Rae" is a number expressed as a percentage, “NumberAccuralolyocated” is
he number of“Gunfire Incidents® occuring within the Coverage Areaduring the specllied periodforwhich
he ShotSpatter Respond System produced an Accurate Location, Numborhisocated is the number of
Verified incidents (a “Verified Incident” is an incident where Customer has physica or other credible
‘evidence that gunfire took place) for which the ShotSpotter Respond System produced an inaccurate
locaton i... a Misoceted cident), and NumberotDetocted sthe number ofVrifed Incidentsforwhich
he ShotSpotter Respond System failed to report a location ata i. Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpater Respond System 10 a
Iatudeflongitude coordinate thatFeswithin a25 meterradiusofthe confimed shooter's location (25 meters
= approximately 82 fee). ‘Detectable Gunite" incidents are unsuppressed discharges of basic frearms
‘which occur fll outdoors in fee space (Le. not in doorways, vestbues, windows, vehices, ele.) using
standard commercially avaiable ounds of caliber greater than 25.
ShotSpotter Review Periodis measured asthe period commencingwhenthe Incident Review Canter IRC)
receives the alert and the firs audio download to the time ii published to the customer
‘ShotSpotter Respond System performance is guaranteedafter a “Statistically Significant” set of incidents
has been detected in accordance wilh timlrames set forth herein and following DQY and commercial
system acceptance. Tha ShtSpatter Respond Syste is dasignad to detect gunfire which i typically well
aistibuted throughout the Coverage Area; however, performance should not be construed fo mean that
90% of unire fred at any given location within the Coverage Area wil be detected and located within the
guaranteed accuracy
The ShotSpotter Respond System is not a “point protection” system and is therefore not designed to
consistentlydetect gunfireatevery single location within theCoverageArea, but rathertoAccurately Locate
90% ofthe Deteciable Incidents in aggregate throughout the entre Coverage Area. There may be certain
locations within the Coverage Area where obsiacles and ambient noise impede andor overshadow the
propagation of acoustic energy such that locating theorigin at those positions is inconsistent or impossible.
The Performance Rate calculation is thus spaciicaly ied to the Community Gunlre across the entre
Coverage Area.
Statistically Significant shall be defined as measurements and calciations which shall be performed as
follows: (a) Across an entire Coverage Area; (b) Aggregating over a periodofat least 30 days under weather
conditions seasonally normal forthe area; and (0) Providedthatthe tol number of gunfire Incidents being
counted is equ to or greater than; ) thir (30) incidents for systems of up to tree (3) square miles of
Coverage Area, or (i) ten (10) incidents multiplied by the numberofsquare miles of Coverage Area for
‘systems where one or more Coverage Areas are three (3) square miles or larger.
© 2021 ShotSpotter,
‘Copyright Inc. — Confidential
ATighs reserved under tn copyright lawsofthe Uned Sates
{©} ShotSpotter'
Detect. proec.Comect RESPOND SERVICES AGREEMENT|PAGE OF 24
ShotSpotter Respond Services Agreement

‘ShotSpolter, Inc. (also ShotSpotter,
‘we,“us.”or our’), with offices locatedat 7979 Gateway Bivd., Suite.
210, Newark, CA 94560, and theCityofVirginia Beach, VA (also Customer,"“you'or your), with offices
located at 2388 Liberty Way, Virginia Beach, VA 23456 agree to the following Services and License
Agreement and General Termsand Conditions (hereinafter, “Agreement’)
‘ThisAgreementisattached
asExhibitBtothe Cooperative Purchase Agreement between ShotSpotterand
Customer.
1. SERVICES
A Inconsideration of the parties’ mutual under-takings set forth in this Agreement, you and we agree.
as lows:
(1) The Subscription Services provided under this Agreement shall consist of (1) providing
access othe Customer
ofReviewed Alerts delivered via he Insight pessword-protected ntematportaland
user interface supplied by ShotSpotter; (ii) providing Customer access to historical Reviewed Alerts and
incident information via the Software; and (ii) ther services as specified in is Agreement and ifs
Atechment A
@ Reviewed Alerts consist bytheShotSpotter Gunshot
ofdatafor gunfire incidents, detected
Location System and reviewed by a ShotSpotter incident reviewer employee (see AttachmentA Service
Level Agreement).
(3 ShotSpotter wil instal or convert the ShotSpalter Gunshot Location System In the
coverage area specified in this Agreement and Proposal VBVAOBT221 attached to the Cooperative
PurchaseAgreement as Exhibit
C. ShotSpotter will host theServiceandmayupdate the functionality and
Software
oftheService from time otime as slediscretionand inaccordancewih ths Agreement
“@ ‘ShotSpotter shall retain ownership of, and all rights to, all componentsofthe ShotSpotter
Gunshot Location System, including hardware components, Software and firmware. UnderthisAgreement
the Customer is only licensing rights to access the incident information detected by the ShotSpotter
Gunshot Location System.
5) ‘The following capitalized terms not otherwise defined in this Agreement shall have the
earingssetforth below:
A. Insight means the interet portal to which Customer wil have access toReviewed Alerts.
{©} ShotSpotter'
Dec.Pree Comect RESPOND SERVICES AGREEMENT | PAGE2 OF 24
8. Confidential Information means that information that is exempt from disclosure or

confidential and exempt from disclosure pursuant to applicable law.
C. overage Area means the area in square miles covered by the Services as set for in
ExhibitC to the Cooperative Purchase Agreement, and any subsequent amendments to.
the Cooperative PurchasingAgreement o expand the Coverage Area
D. Data means data, information, an electrric filescreated, generated, modified,
compiled, displayed, stored or kept inthecourse of providing the Subscription Services,
Including,without limitation, information in Reviewed Alerts sccsssiblehrough the
Service andlor Software.
E ReviewedAlertsmeans thedata reviewed byShotSpatter's incident review saffrelated to
gunfire incidents detectedbythe ShotSpotter Gunshot Detection, Location, and Forensic
Analysis Service
F. ShotSpotter Respond System means the ShotSpolter 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 Respond™, and ShotSpter Dispatch™
and ShotSpolter® Insight applications to which Customer will have access under tis
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
Gustomer, he ShotSpatter AP! Subscription License.
H. SubscriptionServices means the services provided toCustomerona subscription basisto
access, and ShotSpotter's maintenance of, the Software.
1 System means collectively the Software and Subscription Services provided under this
Agreement,
2 LICENSE, OWNERSHIP AND DATA RIGHTS
In consideration of payment of the fess set forth in extibiC to the Cooperative Purchase Agreement,
ustomer isgranteda non-exclusive, non-ransferable and terminable icensetouse the Service and Data
(a5 those terms
aredefined herein).
This License creates important legal rights and obligations, so please read it carefully before using the
Service. This License constitutes an offer by us to you. By manifesting your assentto these terms or
by issuing a purchase order and signing this agreement, you agree to be boundbythe terms and
ie] ShotSpotter'
Dotct Protct-Conct RESPOND SERVICES AGREEMENT | PAGE OF 24
conditionsofthis license. Ifyou do not agreeto be bound by the termsof this License, do nol execute
his Agreement, or use the Service.
A RIGHTS INDATA.
For the purposes of this Agreement, ‘Data’ is defined as data, information, and electronic fles created,
generated, modified, compiled, displayed, stored or kept in the course of providing the Subscription
Services, including, without imitation, informalion in Reviewed Alerts accessiblethroughiheService andlor
Software.
ShotSpottershallownand have theunrestricted ightousetheDat for internal purposessuchasresearch
or product development. ShotSpotter may provide,license,or sell Data on an aggregated basis to third
or analytical purposes,or fo aw enforcement
parties (excluding press or media) to be used for research
andlor security purposes.
ShotSpotter will not release or disseminate to any person or entity Data related to or consisting of specific
forensicor law enforcement sensitivincident information pertaining to any active inquiry, investigation,
or
prosecution, unless
inresponse toa validorderor subpoena issuedby acourtorother governmental body,
or as otherwise required by law. ShotSpotter will not release, sel, license, o otherwise distribute the
guniir alert Data to the press or media withou the prior express writen consent of an authorized
representative ofthe Customer.
Customer shall have the uvestrictedrighttodowload, make coplesf, distribute,anduse theDatawithin
its own organization, exclusively forts ow inernal purposes, andfo purposes of detecting and locating
‘gunfire, routine archival recordkeeping, evidence preservation, and investigative, or evidentiary, and
prosecutorial purposes.Customershallnotprovideto,licensetheuseof,orsellDatatoanythirdparties,
B. LICENSE AND RESTRICTIONS.

TheSoftwareand Data are our proprietary products, may incorporate components supplied to us 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 Software and Data and any partthereofare the
propertyofuso oursupplies. By virtue ofthis License, you acquireonly the righttousethe Software and
Dean accordancewith thisAgreement, but othenvise acquirenolicense, ileorownership fights, express
or implied, in or o the Software or Data, or any right to use or practice any of our patents, copyrights,
rademarks, ortrade secrets,alofwhichrights are reserved expressly byusorour supplies. Youmaynot
make any copies of the written materials or documentation that accompanied any component of the
Software, or use them, or any other information concerning the Service that we have designated as
[e} ShotSpotter:
Detect:Prooct- Comet RESPOND SERVICES AGREEMENT | PAGE4 OF 24
confidential, for any purpose other than bora fide useofthe Service o Software for the specific purposes.
Gontemplated herein, nor allow anyone else to do 50. You shall not, withoutourexpress writen consent,
‘which may be withheld or conditioned in our sole discretion, nor shall you allow anyone else to: ) modify,
adapt, alter, translate, copy,perform or splay (publiclyor otherwise) or create compilations, derivative,
ew or other works based, in whole of in part, on the Software or Data, or on the Service; (i) merge,
‘combine, integrate or bundle the Software of the Dat, in whole or in part, wih other software, hardware,
data, devices, systems, technologies, products, services, functionsorcapabilies; (i) transfer, distribute,
make avaible the Service, Data, or Software to any person other than for Customer's governmental
functions, including sharing Datawith orgovernmental agencies involvedwithCustomer'sgovernmental
investigative functions, sell, resell, sublicense, ease, rent, or loan the Service, Data, or Software, in whole:
or in part, or (iv) provideuseor permit operation of anyof the Service, Software or Data by any person
other than for Customer's own internal use, nor in or through any application service provider, service
bureau, rental or time-sharing arrangement; (v) disassemble, decompile, or otherwisereverseengineer or
attempt to reconstruct, derive, or discover, any source code, underlying ideas, algorithms, formu,
routines, ile formats, data structures,programming, routines, nteroperabilty interfaces, drawings, or pans.
from theDataor Software, or any data or information created, compiled, displayed, or accessible through
the System, in whole or in part or (vi) remove, modify or obscure any identification or proprietary or
restrictiverights markings or notices from the Data, Software or any component thereof.
‘ShotSpotter and its licensors retain all ownership of all Intellectual property rights in and to all Data,
Software, all computer programs, related documentation, technology, know how and methods and
processes embodied inormade availableto youn connection withthe Service, including, without imitation,
al patent rights, copyrights, trade secret rights, trademarks and service marks. All rights not expressly
granted to you herein are reserved by ShotSpotter. You shall take al reasonable measures to protect
‘Shatspotter’ intelectual property rights in theServiceand Software, including providing assistance and
measures as are reasonably requested by ShotSpatter from ime to time.
You are hereby placed on noice thataleration or removal ofcopyright management information (including.
without limitation licensor’s name and other identifying information, name of the Service, the terms and
conditions of this License, and identifying numbers of symbols) embodied in orassociatedwith the Service
is profibited, because such conduct may cause others toinfringeour rights in and to the system, Service
‘andlor Software. You may also not obscure or remove any confidential, patent, trademarkorcopyright
notices on any component ofthe Service, or any documentation.
C. TERMINATION.
You agree that your right to use the Service, Software and Data will terminate automatically ifyou violate
any of the terms ofthis License, or fail to timely pay any sums you owe to us or resellers o integrators of
is] ShotSpotter
SeatPotGoons RESPOND SERVICES AGREEMENT PAGEOF26
ur Sonics, or fi 1 renew the Srvico Upon expiration ofthe Servic te. In the vent of termination,
Yur accessoth Data an Software willbe terminated, an ShtSpote wil cease doivering Reviewed
Alerts, and disable your access to the Data. Customer agrees that ShotSpotter shall not be liable to
Customer ro 0 any third arty for any suspension ofthe Seni esting fom Customer nonpayment
of fees 3s described n this section. n th event of Customer's amination for a material breach by
ShotSpotter, ShotSpotter shall have thirty (30) days from date of notice from Customer to remedy
ntstaning issue. Inthe event tht aomecy is not reachedafter ity (30) dys theCustomer shall have
he rightoterminata th Agreement ith refund of fos pid an a ra a basis paid for the sbscrptn
tre Agrsmentis terminate
0. MODIFICATIONTO OR DISCONTINUATION OF THE SERVICE
ShotSpter eserves the rightat any time and fame to me to diy, tempararyor permanent, the
Service (or any part thereof). In the event that ShotSpotter modifies the Service
in a manner which removes
o sabes feature cr functionality on wich Customer material rele, ShSpate, at Customers
Teques, halls conmerialy ressonabie afot to esors such furtoslty 0 Customer. nthe vent
nat ShotSpoer i unable to substantial estore uch fnctonaty, Customer shall hve he ight to
{erminat th Agrementand recive pr-rtarefof he anusServi fs paddlertheAgrement
for us of tho Servicawhich was paid for by Customer ut rt yo fished by ShotSpoter s of th ta
of suchterminaton. Customer acknowedges haShtSpoter reserves therightodiscontnu offer the
Senicatth conclusion of Customer's thon curent tr, Customer ages tht ShSpoar shal ot ba
ltl to Customer to any id paryfor any mcificationofthe Srica as described ts section,
£ OTHER RESTRICTIONS.
You acknowledge nd gre tht ne sourcecode and nema uctofhe Sofvare, Data and Savice,
a5 wll as ocumentatlon, peratons manaan raining mater reourcoficentl property, and ace
scrots, thovlueofwhich would be destroyed by disclosreo the public. Except 8 provided n Socton
B. (above), useby anyone other than you of the Service, documentation, and Data is prohibited, unless
pursuant to a validassignment underthisAgreement.
5 LIMITED EXCLUSIVE WARRANTY.
Provided that you comply with your obligations under the terms and conditions stated herein, we warrant
that the Software (as defined herein) wil be freeofdefects in workmanship which materially impair the
funconing of the Service snd Sofware in substantia conformity wih th specications documentation
‘accompanying the Service. TheSoftware covered under this limited exclusivewarranty consists exclusively
of the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user
interfacamado avaible tothe Customer, subject oth arms nd conditions of this Agreement
©] ShotSpotter
DetctPrtect-Comect RESPONDSERVICES AGREEMENT | PAGE§ OF 24
AREVIEWED ALERT SERVICE LEVELS.

As regards to sonic event review and alert services, subject to the Customer's compliance with its
abigations hereunder, and to the disclaimers and limitations set forth in Attachment A hereto, and in
Sections 5(C), 6, 7, 12 and 14 of this Agreement, we agres to provide the service levels set forth in
AttachmentA
BOTHER WARRANTY.
‘ShotSpotter warrants that the Service, Data and Software shall befreeof viruses, Trojan horses, worms,
Spyware,
o other malicious coda or components.
THE LIMITED EXCLUSIVE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT IN THIS
‘SECTION 3, AND AT SECTION 7 BELOW ARE THE ONLY WARRANTIES MADE TOYOU AND ARE
PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION
OR PACKAGING, OR OTHERWISE EXPRESS OR IMPLIED. THESE LIMITED EXCLUSIVE
WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
WHICH VARY BY JURISDICTION.
4. SHOTSPOTTER SUPPORT.
During the term of the Services, ShotSpter wil make commercial reasonable efforts to promote
‘Customer's success ulzation of the Service, incuing but not limited to providing Customer with user
guides, online help, online training presentation, and online raining sessions (as avaiable). ShotSpotter
willprovide reasonable efors o respond via emal to requests forsupport relating toincidentclassification
within’hoursofthe request.
‘ShotSpotter will use commercially reasonable efforts to respond to suppor requests as sat forth in the
Support Level Malrix provided in Attachment A. These requests maybe made to ShalSpatter troughone
of the folowing methods: 1) email to support@shotspottr.com; 2) Live Chat through our ShatSpotter
applications: 3) A phone call 0 our Customer Support organization at 888,274.6377, option 4. These are
heonly methods ShatSpottr willreceive an respond to suppert requests.
ATi1 (as defined In the Support Matrix in Atachment A) ShatSpottr Customer Support specialist wil
be responsible for receiving Customer reportsof missed incidents, oreors in the Subscription Services,
and,tothe extent practicable overemai or telephone, making commercially reasonable effortsfo assisthe
‘Customer in resolving the Customer's reported problems. I the event the problem cannot be resolved
within 24. hours, requiring further research and troubleshooting, ShotSpalter will use. commercial
reasonableeffortsto resolve the issue within seventy-two (72) hoursof receipt of the report. In the event
that the ShotSpoter services fully nonfunciionel, and Ii not due to power outage or othr reasons that
Sherspenr
ie] ShotSpotte!
RESPONDSERVICESAGREENENT PAGE 0 24
are outside of ShatSpotter's control, ShotSpotter will work continuously torestore functionality of the
Subscription Services in accordance with the standard ShotSpotter user documentation provided with the
SubscriptionServices as soon as reasonably possible, and no later thanseventy-two (72) hours of receipt
of the report A. FORENSIC REPORTS.
i. Investigative LeadSummary(ILS). ShotSpotterprovides an on-demandreport available through
the ShotSpotter Respond Application. The Investigative Lead Summary (ILS) provides useful
detailsabouttheapproximate location, timing, and sequence ofeach shot fred 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
themobile, web,ordesktop ShotSpotter Respond application (machine-generated). The LS isnot
acourt-admissibledocument.
i. DetailedForensicReport (DFR. If requested by Customer, ShotSpoltor will provide a DFR for
any ShotSpotter-detectedincidents, includingReviewed Alerts. The DFR isintended tobe acourt-
admissible document used by attomeys as part of a court case for the exc, verified timing,
sequence and location of each shot fired. Secondaril, the DFR is available for use by law
enforcement o obtain a searchwarranto to investigate an Officer InvolvedShating.
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 ShotSpatier's website _(www.sholspotter.com). ShotSpotter will use
‘commercially reasonable efforts to provide a DFR within ten (10) business days of receipt of the
request.
B. EXPERT WITNESS SERVICES.
ShotSpottr offers reasonableexpertwitnessservices, including Reviewed Alerts, for an hourly fee as sat
forth in extibit C to the Cooperative Purchase Agreement. The Customer will also be responsible for all
reasonable travel and reasonableper diem reimbursement as agreed upon by both parties. Atthe specific:
request ofthe customer, ShotSpotter will provideindividual(s) forthe purposesofexpertwitness testimony
for any ShotSpottr detected incidents, including Reviewed Alerts, for which the incident information is
deemed by the customer to be valuable 10 the customer's prosecutorial requirements. Customer
understands that ShotSpotter undertakes toprovide individualswhose qualificationsaresufficient for such
services, but doss not warrant that any person or his or her opinion will be accepted by every court
ShotSpotte 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 tothe nature oflegal proceedings, ShotSpottercannotguarantes thatts services described
in this section shall produce the outcome, legal or atherwise, which Customer desires. Payment or expert
witness servicesdescribed shall be dueandpayablewhen services are rendered regardlessof theoutcome
of the proceedings.
{] ShotSpotter
Detect Proect-Connect RESPOND SERVICES AGREEMENT
|PAGE 8OF 24
5. TERM, AND RENEWAL

A. TERM AND COMMENCEMENT.
“The initial TermoftheServiceswill commence on thedate that the Service is available to the Customervia
Insight,asagreed to by the Customer and ShotSpotter via execution of theSystemOperational Readiness
form an sample of which attached hereto as Exhibit C. The initial Term il be for a period of one (1) year,
with foes paid in accordance with Exhibit C to the CooperativePurchaseAgreement.
B. RENEWAL.
Following the nial term the Service may be renewed for successive periods of one (1) year each, subject
to Customer's appropriation of funding, in accordance with the following procedure. Upon receipt by
‘Customer of proper invoicing by ShotSpotter, not later than thirty (30) days priortothe expiration of the.
Service term then in effect, Customer shall issue a purchase order and tender payment in fullfo the next
‘annual renewal (unless otherwise agreed in writing by ShatSpoter), and the term shall be renewed for
‘another year. ShotSpotter shall provideCustgomerwith renewal foes (not o exceed 5% from the previous
‘annual subscription period, terms and conditions for the next successive renwewal term. ~~ Subscription
feos for any additional mies to expand the Coverage Agrea will be at ShotSpotter's then current ist price.
‘Customer acknowledges that the Service fees, terms and conditions and service levels hereunder are
subject to change and that such fess, terms and conditions, and service levels may vary from those
applicable to this Agreement in successive renewal terms, which will require a written amendment to this
‘Agresment (or new agreement) executed by theauthorized representatives of both parties herein.
IfCustomerfails to renew in a timely manner and hence allows theServiceterm o expire then the Service.
will terminate inaccordancewith Section 2. C. At is discretion, ShotSpotter mayremovethe ShotSpolter
Gunshat LocationSystemand any components from the coverage area at tha time. If ShotSpatter does
not remove the ShotSpotter Gunshot Location System from the coverage area, Customer may reinstate
theServiceat a later date by renewing, however Customer will nothaveaccess to any Reviewed Alerts
that they would have had access toduring the lapsed period.
C. COMMERCIAL CARRIER DATA SERVICES.
“The ShotSpoter Gunshot Location System may use wired, wireless or celular wireless acoustic sensor
‘communicationswhich necessitates the existence of a real-time data communications channel from each
‘sensor to the 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 10 provide
the Service. In suchcircumstances ShotSpotterwill isecommercially reasonableefforts to obtain altemate.
wired or wireless cellular communications or adjust the coverage area as necessary. In the event
{] ShotSpotter'
Doe:Pat-Connct RESPOND SERVICES AGREEMENT | PAGESOF24
‘ShotSpotter is unabletodo so, ShotSpotter will terminate the Service and refund apro-rata portion of the
annual ServicefostoCustomer.
6.1P INFRINGEMENT; EXCLUSIVE REMEDY.
Subject tothe terms and condions hereof, ShoSpoter agrees o defend, hold harmless and indemnify
Customer (provided itis the actual End-user Customer of the Service) from and against losses, suis,
‘damages, liability and expenses (including reasonable attorney fees) arising out of
a claim asserted in a
lawsuito action against the end-user customer by a third party unrelated to the customer, in which such
{hird party asserts
aclam that the Service andlor Software, when used inaccordancewith ShotSpotters
specifications and or the purposes intended, infringes any United States patent which was issued by the
U.S: Patent and Trademark Office, or UnitedStatescopyrightor ther tird arty intellectual property rights
a5oftheeffectivedatoof Customer's agrecment to purchase the ShotSplter Respond System
Provided, however, that ShotSpotter shall have the right to choose counsel to defend such suit and/or
action, andtoconrol thesettlement(inclucing determining thetermsand conditionsofsetlement) and the
defense thereof, and that Customer shall provide ShotSpottr ith reasanably promt writen notice of any
such suit or acton, and of any ora, writen or her commuricaliono other information or circumstances
of which Customer becomes aware that could reasonably be expected o lad fo such a st or action
(including any and all cease and desist demands or wamings, and offers or invitations fo enter license
agreements),
and shall provide ShotSpotter all reasonableassistanceand information in connection with
ShotSpotters investigation and defense of any claim ofnfingement.
Further provided, howaver, that tis section shall not apply and ShotSpoter shall have no obiigation fo
defend and indemnify Customer i the event the Customer or a eseler, integrator, sevice provider or
‘supplier modifies, alters, substitutes, or supplements any of the Service, or Software, or to the extent that
tho claim of infringement arises from or relate to the integration, bundling, merger or combination of any
ofthe seme with oer hardware, software, systems, technalogiss, or components, functions, capabiltes
or applications not licensed or approved by ShotSpotter as part of the Service, nor shall it apply to the
exten that he claim of nfingemen arises romo relates to meeting or conforming o any instruction
design, direction specifcationfurnished by the Customer, nor tothe extent that theServiceor Software
are used for or in connection with any purpose, application or function other than detecting and locating
‘gunshotsexclusively rough acoustic means.
1, in ShotSpotter’ opinion, the Service, or Softwaremay,ot s likelyto become, the subject ofsucha suit
‘or action, does become the subjectof aclaimasserted against a customer
in a lawsuit which ShotSpotter
is or may be obliged to defend under hs section, or is determined to Infinge th foregoing patens or
copyrights of another in a inal, non-appealable judgment subject to ShotSpalter's obligations under ths
section, then ShotSpottr may infuland final satisfactionof any and ll ots abligations uncer his section,
Spotter
Shotroti
{elSuet Conc RESPOND SERVICES AGREEMENT | PAGE 10 OF24
atits option: (1)pro currthe

forCustome e rig
tocontinue vice
ht using theaffected SerorSoftware , (2) modify
or replace such Servicoe Software to make it or them non-ifringng whi providingsimifunctoalty,
or (3) refund tothe Customera pro-rata portionof the annual Service price padfortheServiceSystom
The foregoing section states the entirliabilyof ShotSpotter and Customer's and its suppliers”
exclusive remedy for or relating to infringement or claims or allegations of infringement of any
patent, copyright, or other intellectual property rights inor to the system, system components, and
software. This section isnlieu of and replaces any other expressed, implied or statutory warranty
against infringement of any and all intellectual property rights. This section shall survive
‘terminati on Agreement.
ofthis
7. LIMITED WARRANTIES EXCLUSIVE; DISCLAIMERS IMPORTANT; PLEASE READ CAREFULLY

othe maximum extent pormit ted
byapplica ble law,the limitedwarranties exprossly setforth above
at Section 3, and this Section 7 are exclusive, an In iu of ail other warranties, whether writen,
liery.
oral, express, imporstatuto d There areno warranties that extend beyond those expressly set
forth herein, and no prior statements, representations, or course of dealing by any ShotSpotter
representatives shall vary, expand or modify these warranties.
To the maximum extent permitted by applicable law, all other representations or warranties,
express, implied, or statutory, including without limitation, any warranties of non-infringement,
quality, suitability, merchantability, fitness for a particular purpose or otherwise of any services or
any goods provided incidentalto the services provided under this agreement are hereby expressly
disclaimed and superseded by the exclusive limited express warranty and disclaimers sot forth
herein.
Withoutlimiting the generality of the foregoing limita anddisclai ns whilethe Service s not
tiomers,
designed, sold, or intended to be used to detect, Intercopt, transmit o record oral or other
communicatofany ions kind, ShotSpotte cannotcontrolhow the Service is used, and, accordingly,
ShotSpotter does not warrant or represent, expressly or implicitly, that use of the Service wil
comply or conformto the requirem ents state or local states, ordinances and laws, or
offoderl,
that use of the Service will not violate the privacy rights of hird partis. You shal be solely
responsible for using the Service in full compliance with applicable law and the rights of third
persons.
Further, regardless of any prior statements, represantations, or course of dealings by any
ShotSpotter raprasanttives, wedonotwarrant or represent, expressly or implicitly ,
thttheSarvica
orts usewill resuinth lt preventionofcri me enemy action, apprehen
orhostile sion
orconvict ion
of any perpetrator of any crime, military prosecution of any enemy force, or detection or
ie}See.Prot:
ShotSpotter
comect RESPOND SERVICES AGREEMENT | PAGE 11 OF24
neutralization of any criminal, combatant or threat; prevent any loss, death, injury, or damage to
property dueto the discharge of afirearmor other weapon; in all cases result ina Reviewed Alert
for all firearm dischargeswithin the designated coverage area; or that the ShotSpotter-supplied
networkwill remain in operationa al times orunder all conditions.
‘ShotSpotter expressly disclaims, and does not undertake or assume any duty, obligation or
responsibilty for any decisions, actions, reactions, responsss, failure to act, or inaction, by
Customer as a result of or in reliance on, in whols or in part, any 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 of responses, including whether
or not to dispatch emergency responder resources. The Customer horeby expressly assumes all
risks and liability associated with any and all action, reaction, response, and dispatch decisions,
‘and fora consequences and outcomes arsingfrom orcausedbyany decisions made ornotmade
bythe Customer in reliance, inwhola orin part,onanyServices provided by ShotSpotter including
any death, Injury, or loss or damage to any property.
Any and all warranties, express or implied, of fitness for high risk purposes requiring fail-safe
performance are hereby expressly disclaimed.
You and we each acknowledge and agree that the Service is not a consumer good, and is not
intended for sale to. use byor for personal, family o household use.
8 YOUR OBLIGATIONS.
‘You acknowledge and agree that ShotSptter's duties, includingwarrantyobligations, andabilty toperform
is obligationsto you shall be predicated and conditioned upon your timely performanceofand compliance
withyourobligations hereunder, including, but no imited to:
A. You agres to pay al sums due under the Cooperative Purchase Agreement, or any subseugent
amendment thereto, as and when they are due pursuant othe terms of such agreemento order. Actual
access and use of the ShotSpalter Service and acceptance by Customerwhen services ae “ive” shall
constitute evidence thal the Services active andth final paymentfo the firstannual subscription period
is cue.
B. You agree to use yourbest efforts to timely perform and comply with alof your obigations allocated to
youinthis Agreement. Whilitis ShotSpolter's responsi tosecure allsensor ite permissions required
toensure the serviceprforms according fo theServiceLevelAgreement standards defined in Attachment
A, Customer understands that SholSpolter may request Customer assistance in obtaining permissions in
ter
fe} ShotSpotonact
Doc.Prec-c RESPOND SERVICES AGREEMENT | PAGE 12 OF24
local government buildings, on public lighting and/or utility poles, and alternatively on business and
residential buidings.
C. You shall not permit any alteration, modification, substitution or supplementation of the ShotSpotter
‘Serviceor web portal,or the combining, connection, merging, bundling, or integration of the ShotSpotter
‘Service or web portal ino or with any other system, equipment, hardware, software, technology, function
orcapabilly, without ou priorwritenconsent.
D. Unless otherwise expressly agreed in advance in writing by ShatSpatter, you shall not resell transfer,
distribute or allow access to the Service or web portal or any portion thereof, to any person other than
Customer for ts own intemal use, and shall not authorize or appoint any contractors, subconiractr,
original equipment manufacturers, value added integrators, systems integrators or other third parties to
operate, have access to,o sublicense the Software, Data, orSubscriptionServices.
ss. to use the Service, Customer must haveor must obtain
E. Customer Must Have Internet AcceInorder
access to the World Wide Web to enable a secure hitps connection from tha customers work station to
‘Shotspotter's hosted servic es,
eitherdirectlyorthroughdevice s thataccessWeb-basedcontent. Customer
‘must also provide all equipment necessar y such (and maintain such) connection.
tomake
up othe number of users under Customer's account
F. Passwords and Access. Customer may designate
‘which corresponds to the access required by assigning unique passwords and user names. Customer wil
bo responsible andy useof Customer's password and user names, and agroes that
for the confidentialit
sharing passwords andlor usar names with unauthorized users is prohibited.
. You shall comply with al applicable laws, rues and reguations relating to the goods and services
provided hereunder.
9. INTELLECTUAL PROPERTY RIGHTS; LIMITED LICENSE.
We or cur licensors retain ll ownership of ail intelectual property rights in and to all data, software,
computer programs, related documentation, technology, knowhow and processes embodied in or made
‘available to you in connection with the Service, and Software, including, without limitation, all patent rights,
Copyrighs, trade secre rights, trademarksand service marks. Your rightsto nstll and use the Data and
Software are limited, and shall be strict inaccordancewith the License sefothin Section 2 hereof. Any
and all rights not granted expressly in suchLicense are hereby reserved.
10. EXPORT CONTROL.
You acknowledge that the ShotSpolter Respond System is the subject of a Commodity Jurisdiction
determination by the United States Department of State, and has been determined to be a controlled
‘commodity, software and/or technology subject to the United States Export Administration Regulations of
ie} ShotSpotter'
Dect ProetComnect RESPOND SERVICES AGREEMENT | PAGE 13 OF 24
the U.S. Department of Cammerce. Accordingly, no part of the Data, Software, ShotSpoter Respond
System or any Gunshot Location System component thereof may be ansferred, consigned, shipped,
delivered, received,exportedorre-exported, normayanytechrical data directly relating foanyofthesame
or the underlying informationo technology be disclosed, downloaded, uploaded, transmited, received,
furnished,orctherwisepovided, 10,byor through any person, government, country,ortoanyend-user, or
for any end-uses, except in compliance with applicable U.S. export control laws administered by the US.
‘Government, and any other appiicablo U.S. laws, incucing the sanciions laws administered by the U.S.
Department of Treasury,OfficeofForeignAssels Control (OFAC), the U.S. Ant-Boycott regulations, and
any applicable laws of your country. In this respect, no resale, transfer, or re-exportof any ShotSpotter
Respond System exported {0 you pursuant 0 a license from the U.S. Departmentof Commercemay be
resold, transferred, or reported without prior authorization by the U.S. Government.Customeragrees not
10 export re-export or engage inany “deemed export,” ortotransferordeliver, or todisclose furnish, to
‘any foreign (non-U.S.)government, foreign (non-U.S:) person orend-user,o 0any U.S: person orentity,
anyoftheShotSpotter Respond System, Gunshot Location Syste components, Data, Software, Services,
or any technical data oroutputcataordirect data produot there, orany servicerelatedthereto, in violation
of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or
approvals. Unless otherwise agreed and so specified in his Agreement, you shall oblain and ber al
expenses relating to any necessary determinations, registrations, ioensesanor exemptions with respect
ots exportaion, re- exportation o “deemed export of the ShotSpolter Respond System, Data, Software
or any Gunshot Location System Components or Services, as wel as wilh respect o the disclosure or
furnishing ofany technicaldata or other information and servicesrelating(oan ofthe samo.
Inaddition to compliancewiththe foregaing, and without limiting the generality thereof, Customershallnot
disclose, discuss, download, Ship, transfer, deliver, furish, or otherwise export of re-export any such
item(s) oorthrough: (a) any person orentityon the U.S DepartmentofCommerce Bureau of Industry and
Security'sListofDenied PersonsorBureauofExport Administration'sant-prolferation Entity List; 0)any
person on the U.S. Department of State's ist of Debarred Parties; (c) any person or entity on the U.S.
Treasury DepartmentOffaof ForeignAssetControl’ListofSpecially Designated Nationals and Blocked
Persons; or (d) any other end-user orfor any end-use prohibitedbylawor regulation, as any and allofthe
‘samemay be amendedfrom ime o time, or anysuccessorthereto.
1. PROTECTION OF CONFIDENTIAL INFORMATION.
Unless either party (the ‘Receiving Party") obtains prior writen consent from the other (the “Disclosing
Party)theReceiving Party agrees tha it wil no reproduce, use forpurposesother than those expressly
permitted herein, disclose, sel, license, afford access to, distribute, or disseminate any information: i)
obtained from the Disclosing Party inconnection with the System purchase, instalation or operation, and
designatedb it from ime to imeas confidential i) the documentation, uso and operations manuals; and
ro!
output data created or compiled by the ShotSpotter Respond System; i) your deployment methodology,
results, or related fects; (collectively, “Confidential Information’) Unless a section of the this Agreement
‘specifically identifies the dently of Customer as Confidential Information, the fact that Customer is a
customer of ShotSpotter shall nat tse be considered Confidential Information, or shal the name of any
cityinwhich the ShotSpotter Gunshot Location Systems deployedbeconsidered confidential information.
Recipientsobligationsunder this section shall not apply to anyof Discloser's Confidential Information that
Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential
Information was communicated to Recipient by Discioserthroughno 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 (¢)
was communicated by Discloser to an unaffiliated third pary free of any obligation of confidence. A
disclosure by Recipient of any of Discloser's Confidential Information a) in response to a valid order by a
‘court orother govermental body; (b) as otherwise required by law;o (c) necessary toestablish the rights
of either party under this Agreement shall not be considered to be a breach of this Agreement by such
Recipient; provided, however, such Recipient shall provide prompt prior writen notice thereof to such
Discloser to enable Discloser to seek aprotectiveorder or otherwise prevent such disclosure. Receiving
Party shall use reasonable controls to protect the confidentiality of and restrict access to al such
Confidential Informationto thosepersons having a specific need to know the same for purposes expressly
authorized herein, and render unreadable. prior to discarding, all records containing our Confidential
Information. In any event such controls shall not be less protective than those Receiving Party uses to
secure and protect its own confidential, but not “Classified” or otherwise Government-iegended,
information.
12. FORCE MAJEURE.
Ino event shall ShotSpotter be liable for any delay or default in its performanceofany obligation under
this or any oer agreement caused directly or indirectly by an act or omission of Customer,o persons
acting under isdirectionandlor contro, fir, flood, actof God, an act or omission ofivi or mila authority
of a state o nation, strike, lockout orother labor disputes, nabilty to secure, delay in securing, or shortage
of labor, materials, supplies, transportation, or energy, failures, outages or denial of servicesofwireless,
power, telecommunications, o computernetworks, acts ofterrorism, sabotage, vandalism, hacking, natural
disaster or emergency, war, riot, embargo or civil disturbance, breakdown or destruction of plant or
cquipment, or arising from any cause whatsoever beyond ShotSpotters reasonable control. At
ShotSpotter’s option and following notice to Customer, anyof the foregoing causes shall be deemed to
suspend such obligations of ShotSpotter so long as any such cause shall prevent or delay performance,
ie] ShotSpotter
DetectProtectConnect RESPOND SERVICES AGREEMENT | PAGE 15OF 24
and ShotSpotter agrees tomakeand Customer agrees to accept performance

ofsuchobligations whenever
such cause has been remedied.
13. DEFAULT; REMEDIES.
Upon the occurrence of any dafault by or breach of your obligations, we may at our option, effective
immediately, either: (1) terminal
our future obligations under thisagreement, terminateyour License to use
theService and Software, or (i) accelerate anddeclareimmediatelydue and payable all remaring charges
for the remainder of the agreement and proceed in any lawful manner to obisin satisfaction of the same.
14. LIMITATIONS ON LIABILITY.
Innoevent shalether party, or any oft ffiatesoranyoftheir respective directors, officers, members,
atomeys, employees, or agents, be lable tothe ther party under any legal or equitable theoryoclaim,
forlost profit, lost revenues, lost business opportunites, exemplary, punitive, special indirect, incidental,
or consequential damages, eachofwhich is hereby excluded by agreement of the parties, regardless of
whether such damages were foreseeable o whether any party or any ently has been advised of the
possibilty of such damages.
15. GENERAL PROVISIONS.
A NO AGENCY.
Neither ShotSpotter nor any ofits employees is an agent or representativeof Customer and the Customer
is solely responsible for oblaining any requiredauthorizatons from any governmental agency, body or
commissionandfor compliance herewith
B. COMPLIANCE WITHLAWSAND TAXES.
Boh parties shall comply with all applicable laws, statues and regulations relating to the sale, distribution,
and use ofthe Service and the performance of each party's duties and obligations. hereunder. Al prices
are exclusive ofalltariff, customs duties, impos's, nation, federal, provincial, state, andlocal VAT, excise,
soles, use and similar taxes. You will be pay and be responsible for paying any end all such taxes and
tariffs, when applicable.
C. EQUAL OPPORTUNITY CONTRACT CLAUSE.
‘ShotSpotter is committed to the provisions oulined In the Equal Opportunity Clauses of Executive Order
11246, (41 CFR 60- 1.4),section503of the RehabilitationAct 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
Actof2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders.
ShotSpotter
i] Detect. protectConnect RESPONDSERVICES AGREEMENT | PAGE 16 OF24
D. SEVERABILIAND TY INTERPRETATION.
If any provision, in whole or in par, of this Agresment is held invalid or unenforceable fo any reason, the
ity remaining provisions, andthere shal be substituted ortheinvalid
invalidity shallnot affectthe validofthe
provisiona valid provision which most closely approximates the intent and economic effect of the invalid
provision. No part or provision shell be interpreted infavororagainstany party because suchpartyor its
counsel drafted the relevant provision. No course of dealing, usage, custom of trade, or communication
between the parties shall moify or alte anyof the rights or bligationsofthe parties underthisAgreement.
E. INTEGRATION, AMENDMEN ANDT WAIVER.
This Agreement, the Cooperative Purchase Agreement, together with any ofher exhibits or appendices
thereto, constitute the entire understanding between ShotSpotter and you. No ofher documents or
representations shall be used in interpreting i. Any and all written or oral agreements heretofore existing
between the parties are expressly cancelled andlor superseded. Any other document, proposal,
‘specification, statement of work, marketing colateal, or representation which may vary, alter, amend or
supplement these terms and conditions will not be binding unless agreed to in a wring signed by
appropriate representativesofboth ShotSpotter and Customer. No modification, variance, amendment or
waiverof any part ofthis Agreement shall be binding upon either party, whether writen, oral, or in any other
medium, ues made in writing andsignedby authorized representativesofboth partes. All the parties’
fights and duties are material and timeisofthe essence;nowaiv er rights hereunder shallbedeemed
ofany
effective unless in writing executed by the waiving party;nowaiverofether party's breach of any provision
of this Agreement shall constitute a waiverofany prior or subsequent breach of the same or any other
provision, and no failure to exercise, and no delay in exercising, anyrighi(s)hereunder on either party's
part shal operate as a waiver of any such ight; ll of the parties’ rights are cumulative: and, no single or
partial exercise of any right hereunder shall preclude further exerciseofsuch right or any other right,
F. BENEFIT AND BURDEN; ASSIGNMENT.
‘Subjecttothefollowing provisions, thisAgreement shallbebinding upon permitted successors and assigns
and shall inure to the benefit of the parties and their respective permittedsuccessorsand assigns oly.
Notwithstanding that the Service and Software, and its output data may be used for law enforcement,
millary, public safety, and force prolecton purposes, there are no third party beneficiaries intended to
benefit from these general terms and Gonditions of sale, or the agreement or orderofwhich they area part.
Gustomer may not assignor transferthisAgreement o any of the rightsgrantedherein, in whole or in part,
by operation of law or otherwise, without ShotSpotter’s express prior written consent, which consent shall
ot be unreasonably withheld. With the exception of amergeror acquistion requiring ShotSpottr to nofiy
the Customer, ShotSpatter may not assign of transfer this Agreement andor ShotSpotter’s rights and
ssitngy Customer's
obligations hereunder, in wholeoin part, to any third party without the neceofobtaini
i; ShotSpotter'
Botact-Protect Connect RESPOND SERVICES AGREEMENT | PAGE 17 OF 24
consent, which consent shall not be unreasonably withheld. No assignes for the benefit of Customer's
creditors, custodian, receiver, trustee in bankruptcy, debor in possession, sheriff o any other officer of a
‘cour,o other person charged with taking custody of Customer's assetso business, shall have any right
to continue or to assume or toassign these without ShotSpoter’sexpressconsent.
G. GOVERNING LAW AND DISPUTE RESOLUTION.
‘The validity, performance, and constructionofthisagreement shal be governcd by the laws ofthe State of
Virginia without giving effect to the conflict of aw principles thereof. The United Nations Convention on
Contractsfo the International Sale of Goods isexpressly disclaimed and shall not apply...
Ifthe parties disagree as to any matter rising under this Agreement or the relationship and dealings of the
partes hereto (collectively, “Dispute’) then ShotSpotter and Customer shall promplly consult with one
‘another and make diigent, goodfaith efforts toresalve thedisagreement, by negoliation. Shouldthedispute
not be resolved within a reasonabletime after commencement of such negotiations, the Dispute may be
‘mediated before ane or more mediators mutually acceptable to both parties. The cost ofmediate willbe:
allocated as part of the resolution in mediation, but absent such resolution, shal be paid equally by the
parties. Any mediation wil be non-binding.
fa Dispute is not resolved pursuant to mediation within sixty (60) days after th initiationof the mediation,
any party to the Dispute may seek appropriate legal action n acourtof competent jurisdiction.
H. GENERAL INDEMNIFICATION
Subject to the limitations of Section 14, in addition to IP indemnification set forth in Section 6,
ShotSpotter agrees to defend, indemnify and hold hermiess Customer, its officers, elected and appointed
officals, employees, andloragents (collectively, “Customer Indemnified Parties") fromand against any and
all losses, liabilities, damages, penalties, settlements, judgments, charges, or costs (including without
limitation reasonable attorneys" fees, professional fees, or other expenses asserted against any of the
‘Customer Indemnified Parties by a third party (othe than a Customer Indemnified Party) (‘Losses") tothe
extent that suchLossesare caused by the negligence, recklessness, or intentionally wrongful conduct of
‘ShotSpotte or any tie of ShotSpotter's subcontractorfsubconsultantsupplier, agen,employee, or anyone
for whom ShotSpatter may be liable, in conection with the execution or performance of ShotSpatter's
obligations under this Agreement, except to the extent such Losses are caused by the negligence,
recklessness, or intentionally wrongful conduct of ane or more Customer Indemnified Parties.
“The Customer and ShatSpotter understand and agres that the foregoing indemnification provisions also
extend to third partyclaimsagainstCustomer Indemnified Parties from property owners andlor tenants for
injury, death, damage, or loss to persons, real property, or personal property in connection with the
ie] ShotSpotter
Detect:Poet Comnoct RESPOND SERVICES AGREEMENT
|PAGE18OF24
instalation of ShotSpalter electronic sensors on public or private properties throughout the ShotSpolter
coverage areas.
Notwithstanding the foregoing, ShotSpotterexpresslydisclaims liability for, and shall not be responsible to
defend, indemnify or hold harmless any Customer Indemnified Parties from andagainstany Losses arising
from or relating to, decisions, actions, reactions, responses, failure to act orinactionby the Customer in
reliance, in whole or in part, on ShotSpotter’s services or reviewed alerts provided by ShotSpoter to the
City in accordance with agreed service levels, use of SotSpotter's services for any purpose ther than
‘gunshot detection and location,orfor any consequencesoroutcomes, including any death, personal injury
or loss of or damage to property arising from any such decisions, actions, reactions, responses, fallre to
actor inaction, or other uses. Its hereby agreed that ShatSpolter’s provision of services and alerts in
‘accordance with agreed service levels shal not be deemed negligence, recklessorwillful misconduct for
purposes of ShotSpatter's defense, indemnity and hold harmless obligations hereunder.
“This section shall survive termination ofthis Agreement.
1.NON-APPROPRIATION OF FUNDS.
In the event no funds or insufficient funds are appropriated for expenditures under this Agreement,
‘Customer will provide reasonable nofice to ShotSpotter in wriingofsuch occurrence and this Agreement
shall terminate without penalty or expense to Customer on thelastdayofth fiscal yearin which sufficient
funds have been appropriate.
J. INSURANCE
During the term of this Agreement, ShotSpolter shall maintain insurance coverage at its expense, in the
limits below and shal provide certificates ofinsuranceevidencing such insurance and naming Customer
as an additional insured tothe Commercial General Liabilty policy.
1. Allinsurance Policies shall be issued by companies hat (A)are authorized to transact business in
the State of Virginia, and have a Best’ ratingofA-Vl or better.
2. The Commercial General Liability Policy shall name and endorse the following as additional
insureds: The City of Virginia Beach and it officers, agents, employees and commission members
with a CG026 Additonal Insured — Designated Person or Organization endorsement, or similar
endorsement to th libilty policies. Additional insured is defended and indemnified for clams to
the extent caused by the acts, actions, omissions or negligence of ShotSpofter, its employees,
agents, subcontractors, and representatives; but s not defended or indemnified for the additional
insured's own acts, actions, omissions, negligence.
i] ShotSpotter
3. The Commercial General Liability policy shall be endorsed to provida that ShotSpotter's Insurance:
is primarytony othe Insuranceavalabl tothe additonal insureds withrespect toclaimscovered
under the policy.
4. ShotSpotter will provide Customer with at least thirty (30) calendar days prior written notice of
cancellation, non-renewl, restrictions,
o eduction incoverage
or limits. Notice shallbe sentto
Cityof Virginia Beach
Alt: Purchasing Division
2388Liberty Way
Virginia Beach, VA 23456
5. ShotSpotter shall carrythefolowing minimum ypesof Insurance whenservices productsarebeing
provided, intallationiabor are being provided and any instance where ShotSpottr will be on
Customer's premises:
a. CommercialGeneralLiabilty: ShotSpotter shall carry Commercial General Liablty
Insurance for all operations including but not limited to Contractual, Products and
Completed Operations, ProfessionalLabiltyand Personal Inury withlmits ofnot ess than
Two Millon (2,000,000) dollars (aggregate) and One Millon (51,000,000) dollars per
occurrence combined single imi for bodly inury and property damage. The insurance.
policy must include Coverage that is no more restrictive than the latest edition of the
«commercial general liability policy, without restrictive endorsements as filed by the
Insurance Service Office, and the policy must include coverage for premises and/or
operations, independent Bidders, products and/or completed operations for contracts,
contractual labilty, broad form contractual coverage, broad form property damage,
products, completed operations, and personal injury. Personal injury coverage shall
include coverage that has the employee and conlractual exclusions remove.
b. Worker'sCompensation:
i. ShotSpotter shall carry Worker's Compensation Insurance in statutorylimitswhich
shallincludo employers’ liabilty insurance with limits
ofnot less than:
1./$1,000,000 ea. accident;
2. $1,000,000 disease, ea. employee;
3. $1,000,000 aggregatodisease.
il. The cericate of insurance must includeawaiverof subrogation ifavoof the
certificate holder.
©. Business
Automobile
LiabilityInsurance: ShotSpalter shal carry Business Automobile
Liability insurancewith minimumlimitsofOneMillion ($1,000,000) dollars
peroccurrence,
ie] ShotSpotter'
Detect Pe-Conct RESPOND SERVICES AGREEMENT IPAGE20 OF24
combined single limit Bly Injury Lisbilty and Property Damage. The policy must be
no
more restrictive than the latest edition of the Business Automobile Liability policy without
restrictive endorsements, as filed by the Insurance Services Office, and must include
undvehicles and hired and non-owned vehicles.
4. Umbrella or Excess Liability Insurance: ShotSpottermaysatisfytheminima ably mis
required above under an Umbrella or Excess Liability policy. There is no minimum Per
Occurence limit of labily under the Uribrela or Excess Liability; however, the Annual
‘Agregala iit shall not be less than the highest “Esch Occurrence” limit or any of the
policies noted above
e. ProfessionalLiability(Errors andOmissions)Insurance: Inthe event professional services

are being provided, ShotSpoter shal cary Professional Liabilycoveragethat has a per
cccumencalimitof not less than One Millon ($1,000,000) dolrsper aim, and an annual
‘aggregatelimitofnot less than TwoMillion ($2,000,000) dollars. Alternatively, ShotSpotter
maybe selfnsuredforErrorsand Omissions,
f. CyberLiabilityInsurance: If applicable,limitsof not less than Three Million ($3,000,000)
dollars for each wrongful act, and Three Million ($3,000,000) dollars inthe aggregate.
ie} ShotSpotter
Dotct-protect:Comet RESPONDSERVICES AGREEMENT | PAGE 21OF24
ATTACHMENT A SERVICE LEVEL AGREEMENT

‘ShotSpotter Respond Gunshot Location System
Roviowed Alert Service Levals.
Summary
Under the terms and conditions of the ShotSpltor Services Agreement between ShatSpotier, 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
“Gunshot Detection |60%of unsuppressed, outdoor GURTreInGIdents, sing Slandard, commercially

& Location avaiable roundsgresterthan 25 caliber, insidethe Coverage Area wil bo
detected and locale within 25 meters of the actuel gunshot location.
0%of gunshot Incidents vil bereviewedand published In less than 60 seconds.
‘ServiceAvailability | The ShotSpotter Gunshot Location Systemservicewill be available to the
Customer 9.9% of the time with online acess to ShtSpotier data, excluding
scheduled maintenance windows.
Gunshot Detection & Location Performance
‘ShotSpotter will detect and accurately locateto within 25 meters of the actual gunshot location 90% of
unsuppressed, outdoor gunshots fired inside the contracted coverage area using standard, commercial
available roundsgreater than 25 caliber,
Reviewed Alerts Service
The ShotSpalter real-time Incident Review Center (IRC) will review al loast 90% of all gunfire incidents
‘within 80 seconds. This human review is intended to confirm or change the machine classification ofthe
incident type, and, depending on th reviewer's confidence level tht the incident is or may be gunfire, wil
resultin an alert("ReviewedAlert’) sent to the Customer'sdispatchcenter, patrol car mobile data terminals
(MDT), and officer smartphones (viathe ShatSpatter App), basedon the following criteria
High confidence incident is gunfire. Reviewed Gunfire Alert, (Single Gunshot "SG"or
i 9 Multiple Gunshots “MG") sent to Customer's.
dispatch center, patrol car mobile cata terminals
(MDT), and officer smartphones (viathe
‘ShotSpottr Respond Apo)
or not
Uncertain incident s gunfire Reviewed Probable Gunfire (PG) Aer sei to
Customer's dispatch center, patrol car MDTs, and
officersmartphones.
eT No alert willbe sen; incident avaiable for
Customerreviewin he incident history available
through Insight.
1 S00 attached “ShatSpoter — Deion of Key Terms’ for comple dfivton of rmsassociated with this SLA
an therdelat Inthecxpande Gefritons Ista beow tn Summary. Th bas orhs SLA and performance
mesurement wil be ttl Gunshot ncdrts 5 fined by the Defion of Key Tens.
i] Shot
Fta artThm,
rs
Eo
)og nn
tt vi © Other comments (ifany)
A Rn
‘The ShotSpotter Respond App, and Insightprovidethe Customerwith full and immediate access to incident
ere eeeToiats
A—
to ShotSpotter data 99.9% of the time, on a 24x7 by 365 day per year basis, excluding: a) scheduled
‘maintenance periodswhichwillbe announcedtoCustomer in advance; b) select holidays; and c) third party
o———
network outages beyond ShotSpotter’s control.
A A,SH ——
meet at least two of the three above standards, a fee reduction representing one free week ofservice(for
emrte——
the affectedCoverageArea) for each missed quarter shall be included during afuture Customer renewal.
Setethe Smeets ai Sn ty fe, Lo

i
To?he i eh nb
‘ServiceLevel performance during New Year's Eve and Independence Day and the 48-hour periods before
reTn
‘The ShotSpotter sensors sendincident informationto the ShotSpotter cloud via thirdpartycellular, wireless
Ro
SSI I ST
I a
I a ,
CL TS
Sn
ie: ShotSpotter
Sete. Protct Conc RESPOND SERVICES AGREEMENT | PAGE 23 OF 24
Service Failure Notification

‘Should ShotSpatter identify any condition (disruption, degradation or failure of network, cloud, servers,
sensorsetc.)that impacts ShatSpotter's abilty tomeet the Gunshot Detection & Location standard (above),
ShotSpotter will proactively nif the Customer with: )a brief explanation of the condition; b) how the
Customer's service i affected; andc) heapproximatetimeframe for resolution. ShotSpolter willlsonaliy
the Customer once any such conditions resolved.
Customer Responsibilities
“The purposeoftheReviewedAlert services to provide incident data to the Customer, reviewed, analyzed
and classified in the manner described above. However, itis the sole responsibility ofthe Customer to
interpret the data provided, and to determine any appropriate follow-up reaction or response, including
whether or no to dispatch emergencyresponder resources based on a Reviewed Alert, ShotSpatter does
not assume any obligation, duty or responsibilty for reaction, response, or dispatch decisions, which are
solely and exclusivelythe responsibilty ofCustomer,or or the consequencesor outcomes ofany decisions
made or not made by the Customer in reliance, inwhaleor in part, on any services provided by ShotSpottr.
Gustomer must inform ShatSpoter when Verified Incidents of gunfire are missed by the ShotSpalter
Respond Systemin order to properlycalculate Performance Rate, as defined below.
Customer is responsible for providing any required workstations, mobile devices and ternet access for
the Customer's dispatch center, patrol car MDTs, an officer smartphones, of Insight.
Support Level Matrix
Supportlevel | Tier 1 Support (IRC) Tier2 Support

(CustomerSupport)
Features + Loginsupport Normal Support:
+ Sowrtanilamifcation + Analysisof missed gunshots
+ Reporta missed incident + Detailedaudio search
+ Reporta mislocated incident + Performanceanalysis
« Basicaudio request eR ropmioniiss
« General/application questions Critical Support
« Requestlorlls Eiichi)
Hours of 26373365 Normal Support: 5 am-— 11 pm
Operation PacificTimeZone
Escalation: 24x7x365
1} ShotSpotter
Detect Protct-Comect RESPOND SERVICES AGREEMENT| PAGE 24 OF 24
ShotSpotter Definition of Key Terms

“The ShatSpatter Respond System will provide data for correct detection and accurate locatonfo riety.
percent (90%) of detectable (outdoor, unsuppressed) community gunlire which occurs withina coverage
area, the “Coverage Area’, provided the measurement is Statistically Significant,asdefined below. This
performance rate shal be calculatedas a percentage as follows:
Nombersceuateyiocated
Performance Rate = Getetiacated+ NunberNotDetected *umberHsoead)
‘where the “Performance Rete is a number expressed as a percentage, “NumberAccuratelyLocated is
the numberof“Gunfire Incidents” occurring within the CoverageArea during the specified periodfo which
the ShotSpatier 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..,a Mislocated Incident), and NumberNotDetected ithenumber of Verified Incidentsforwhich
the ShotSpotter RespondSystem failed to report a locaton at all .e, Missed Incidents).
An “Accurate Location” shall mean an incident located by the ShotSpotter Respond System 10 a
Ietitudeflongitudecoordinatetha ieswithina 25-meterradius ofthe confirmed shooter's location (25meters
= approximately 82 feet. “Detectable Gurfir" incidents are unsuppressed discharges ofballisticfireams
which occur fully outdoors in free space 1.. not In doorways, vestibues, windows, vehicles, ec.) using
standardcommerciallyavailable rounds ofcalibergreater than 25.
‘ShotSpotter Review Period is measured as the period commencing when the IncidentReview Center (IRC)
receives the alert andth firstaudio download to the time tis published to the customer
‘Shatspotter Respond System performance is guaranteed after a “Statistically Significant” set of incidents.
hes been detected in accordance with timeframes set forth herein and following DQY and commercial
‘systemacceptance. The ShatSpotter Respond Systemis designed to detect gunfire which stypically wel
distributed throughout the Coverage Area; however, performance should not be construed to mean that
0%ofgurfiefired at any givenlocation within the Coverage Area wil be detected and located within the
‘guaranteed accuracy.
‘The ShotSpotter Respond System is not a “point protection” system and is therefore ot designed to
consistently detoct gunfireat every singlelocationwithintheCoverageArea, bu rathertoAccurately Locate
90%ofthe Detectable Incidents inaggregate throughout the entire Coverage Area. Theremaybe certain
locations within the Coverage Area where obstacles and ambient noise impede andor overshadow the
propagalion ofacousticenergy such hat locating the origin atthose positons is inconsistent o impossible.
The Performance Rate calculation is ths specifically tied to the Community Gunfire across the entire
Coverage Avea.
Statistically Significant shal be defined as measurements and calculations which shal be performed as
follows: (2)Across anentireCoverage Area;(5)Aggregatingoveraperiod ofat east 30 days underweather
conditions seasonally norma or the area; and (c) Provided tha the total numberof gunfire incidentsbeing
Gounted is equal to or greater than: ) thirty (30) incidents for systems of up to tree (3) square miles of
Coverage Area, or (i) ten (10) incidents multiplied by the numberof square miles of Coverage Area for
systemswhereone or more Coverage Areas are tree (3) square miles or larger.

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Virginia Beach Police Shotspotter Contract &amp; User Agreement (Tom Nash, FOIA)

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COOP CONTRACT PROCUREMENT SUMMARY

SHOTSPOTTER INC. CITY OF VIRGINIA BEACH, VIRGINIA|

Title: _ Contracts Manager Title: __ Pid 4

‘Approvedas toLegalSufficiency: Approved

Approved as to Risk Management:

Price Proposal for Subscription-Based

Submitted by: Jack Pontious, Diractor— Northeast Region

ShotSpotter, Inc. Copyright ©2021 i

ShotSpoter, Inc. Copyright ©2021 1

+ Under-reporting of persistent gunfire: Nationwide, on average, less than 20% of gunfire

© Recognition: “Was that gunfire, fireworks, or something else?"

‘ShotSpotter, Inc. Copyright ©2021 2

We appreciate your consideration ofour proposal. ShotSpottr Is committed to your success

ShotSpotter, Inc. Copyright ©2021 3

ShotSpatter, Inc. Copyright ©2021 4

ShotSpotter, Inc. Copyright ©2021 ]

ShotSpotter, Inc. Copyright©2021 6

‘ShotSpotter, Inc. Copyright ©2021 7

ShotSpotter, Inc. Copyright ©2021 9

«The Muti-Incident report provides

ShotSpotter, Inc. Copyright ©2021 10

Figure 8: ShotSpotter Respond App Smartphone Notification

ShotSpotter, Inc. Copyright ©2021 1"

Notifications API (Optional)

Additional API licenses can be purchased in packsof three interfaces.

ShotSpotter, Inc. Copyright ©2021 12

Figure 9: ShotSpotter Investigative Lead Summary (ILS)

ShotSpotter, Inc. Copyright ©2021 13

ShotSpotter data supports detailed forensic analysis of gunfire incidents, including:

ShotSpoter, Inc. Copyright ©2021 15

ShotSpotter, Inc. Copyright ©2021 16

ShotSpotter, Inc. Copyright ©2021 7

ShotSpote, Inc. Copyright ©2021 18

Optional Additional Services

ShotSpotter, Inc. Copyright ©2021 19

«This pricingassumes tha theserviceswilbedelivered underthe terms ofthe

ShotSpotter, Inc. Copyright ©2021 20

Gopyright©2021 ShotSpetier, Inc. Confidential

Gopyright ©2021 ShotSpotter, Inc. Confidential

Copyright©2021 ShotSpoter, nc. Confidential

reer To fro tons shal swwiht 13 pao 19

Aight reserved ShotSpotter,

16. GOVERNING LAW

19. DISPUTE RESOLUTION

CITY OF VIRGINIA BEACH ‘SHOTSPOTTER, INC.

Copyright® 2021 ShotSpoter, nc. — Conidontal

EXHIBIT A - SHOTSPOTTER PROPOSAL

‘ShotSpotter Proposal No.: VBVAQB1221 (Attached)

1 See attached *ShotSpotter

ourRespond sence ncudes

‘Support Level Matrix

‘Copyright © 2021 ShotSpottr, inc. ~ Confidential

ShotSpotter Respond Services Agreement

8. Confidential Information means that information that is exempt from disclosure or

B. LICENSE AND RESTRICTIONS.

AREVIEWED ALERT SERVICE LEVELS.

5. TERM, AND RENEWAL

atits option: (1)pro currthe

7. LIMITED WARRANTIES EXCLUSIVE; DISCLAIMERS IMPORTANT; PLEASE READ CAREFULLY

and ShotSpotter agrees tomakeand Customer agrees to accept performance

e. ProfessionalLiability(Errors andOmissions)Insurance: Inthe event professional services

ATTACHMENT A SERVICE LEVEL AGREEMENT

“Gunshot Detection |60%of unsuppressed, outdoor GURTreInGIdents, sing Slandard, commercially

Setethe Smeets ai Sn ty fe, Lo

Virginia Beach Police Shotspotter Contract & User Agreement (Tom Nash, FOIA)

Virginia Beach Police Shotspotter Contract & User Agreement (Tom Nash, FOIA)