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HomeMy WebLinkAboutContracts & Agreements_115A-2024SOUNDTHINKINGTM MASTER SERVICES AGREEMENT SOUNDTHINKING; INC for greater public safety.. SoundThinking, Inc. 39300 Civic Center Dr., Ste. 300 Fremont, CA 94538 +1.888.274.6877 info(c�soundthinkingcom www.soundthinkinq.com Copyright © 2023 SoundThinking, Inc. — Ali rights reserved under the copyright laws of the United States /i SOUNDTHINKING; INC. 4flerpo6 Fc..( ty' Contents MASTER SERVICES AGREEMENT 1. EXHIBITS 1 2. DEFINITIONS 1 3. SUBSCRIPTION SERVICES 2 4. INITIAL TERM AND RENEWAL 2 6. LICENSE AND OWNERSHIP 3 6. CONFIDENTIALITY AND PROPRIETARY RIGHTS 6 7. LIMITED WARRANTIES 7 8. CUSTOMER OBLIGATIONS 8 9. INTELLECTUAL PROPERTY INFRINGEMENT 9 10. INDEMNIFICATION AND LIMITATION OF LIABILITY 10 11. DEFAULT AND TERMINATON; REMEDIES 11 12. TAXES 11 13. NOTICES 11 14. FORCE MAJEURE 12 15. ENTIRE AGREEMENT 12 16. GOVERNING LAW 12 17. NO WAIVER 12 18. SEVERABILITY 13 19. DISPUTE RESOLUTION 13 20. ASSIGNMENT 13 21. COMPLIANCE WITH LAWS 13 22. EQUAL EMPLOYMENT OPPORTUNITY 13 23. GENERAL PROVISIONS 14 ADDENDUM ONE - CRIMETRACERTM SUPPLEMENTAL TERMS 15 EXHIBIT A - SOUNDTHINKING PROPOSAL 1 Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States /i SOUNDTHINKNG; INC. MASTER SERVICES AGREEMENT I Page 1 of 15 This Master Services Agreement (this "Agreement") is entered into by and between SoundThinkingTM, Inc. (referred to herein as "SoundThinking"), with offices located at 39300 Civic Center Dr., Suite 300, Fremont, CA 94538, and the City of Redlands by and on behalf of the Redlands Police Department (hereinafter referred to as "Customer"), with offices located at 1270 W. Park Ave., Redlands, CA 92373, effective as of the last date of signature herein. SoundThinking and Customer may also be referred to in this Agreement individually as a "Party" or collectively as the "Parties". This Agreement and its exhibits define the deliverables, implementation, and support services for the SoundThinking Subscription Services to be provided under this Agreement and identified in SoundThinking's Proposal attached hereto as Exhibit A. In consideration of the Parties' mutual covenants and promises set forth in this Agreement, the Parties agree as follows: 1. EXHIBITS The following Addenda and Exhibits are attached to, and incorporated in this Agreement: A. Addendum One — CrimeTracerTM Supplemental Terms B. Exhibit A SoundThinking Proposal ID #RDLNDSCA1226023 Rev. 1 dated April 5, 2024 2. DEFINITIONS All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth below: A. Insight means the internet portal to which Customer will have access to Reviewed Alerts with respect to the ShotSpotter° Gunshot Detection, Location, and Forensics System. B. CaseBuilderTm, CaseBuilderTM Subscription Services, CaseBuilderTM Software, or CaseBuilderTM System means the SoundThinking case management software. C. CaseBuilderTMICrimeGun, CaseBuilderTMICrime Gun Subscription Services, CaseBuilderTM[Crime Gun Software, or CaseBuilderTMjCrime Gun System means SoundThinking's gun crime tracking and analysis case management tool. D. Confidential Information means that information designated by either Party as confidential or proprietary as further defined in Section 6 of this Agreement. E. CrimeTracerTM, CrimeTracerTM Subscription Services, CrimeTracerTM Software, or CrimeTracerTM System means the SoundThinking law enforcement search engine and information platform which enables customers to search data from agencies across the U.S. F. Coverage Area means the area in square miles covered by the ShotSpottert Subscription Services as set forth in Exhibit A and any increase to the Coverage Area as agreed to in writing between the Parties. G. Documentation means the standard SoundThinking user documentation (user guides or manuals, training information, product specifications) provided with the applicable Subscription Service, Copyright © 2023 SoundThinking, Inc. -- All rights reserved under the copyright laws of the United States SOUNDTHINKING; INC. far prer.wpubUcsafety- MASTER SERVICES AGREEMENT I Page 2 of 15 H. ResourceRouterTM, ResourceRouterTM Subscription Services, ResourceRouterTM Software, or ResourceRouterTM System means the SoundThinking crime forecasting and patrol/task force management system. I. SafePointeTM System means, collectively, the SafePointeTM Subscription Services, SafePointeTM Software, and SafePointe TM Hardware that comprise the SafePointe weapons detection system. J. SafePointe Hardware means the SoundThinking owned sensors, cameras, servers, and networking equipment. K. SafePointe Data means the images and video collected by the SafePointe Subscription Services, magnetic signatures, and motion data. L. ShotSpotter®, ShotSpotter® System, ShotSpotter®• Software, or ShotSpotter® Subscription Services means the ShotSpotter® Gunshot Detection, Location, and Forensic Analysis Service. M. ShotSpotter Data means the data, information, and electronic files created, generated, modified, compiled, displayed, stored or kept in the course of providing the ShotSpotter Subscription Services, including, without limitation, information in Reviewed Alerts accessible through the ShotSpotter Subscription Services and/or Software. N. Software or SoundThinking Software means collectively the SoundThinking applications identified in Exhibit A and the Addenda to this Agreement to which Customer will have access under this Agreement on a subscription basis. The term Software shall also mean any new applications supplemental to the Subscription Services provided by SoundThinking to Customer subsequent to the execution date of this Agreement, and if purchased by Customer, the SoundThinking API Subscription License. 0. Subscription Services or SoundThinking Subscription Services means collectively the services provided to Customer on a subscription basis under this Agreement to access, and SoundThinking's maintenance of, the Software. P. System means collectively the Software and Subscription Services provided under this Agreement. 3. SUBSCRIPTION SERVICES A. SoundThinking will implement the applicable Subscription Services set forth in Exhibit A and the Addenda to this Agreement. 4. INITIAL TERM AND RENEWAL The initial term of the Subscription Services shall be for a period of twelve (12) months commencing on the date that the Subscription Services are made available to the Customer ("go live"). Based on the Subscription Services provided under this Agreement, there may be more than one go live date. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKING; INC. AN. 9re.o.pvhk .kry MASTER SERVICES AGREEMENT I Page 3 of 15 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. SoundThinking shall provide Customer with a renewal notice stating the renewal fees, terms, and conditions for the next successive renewal term approximately ninety (90) days prior to the expiration date of the then current term. Customer acknowledges that the Subscription Services fees, terms and conditions, and service levels hereunder are subject to change and that such fees, terms and conditions, and service levels may vary from those applicable to this Agreement in successive renewal terms. Annual Subscription fees are subject to increase at a rate of 5% for Customers whose annual subscription fee is less than the current SoundThinking list price. If Customer fails to renew prior to expiration of the then current subscription term, the Subscription Services will terminate in accordance with Section 5.0 and the Customer's access to the Subscription Services will be disabled. 5. LICENSE AND OWNERSHIP In consideration for and subject to the payment of the annual Subscription Services fees as set forth in Exhibit A, Customer is granted a non-transferrable, non-exclusive and terminable license ("License") to use the applicable SoundThinking Subscription Services, and ShotSpotter® Data for the Customer's own internal purposes and, if applicable, permitting citizens to access the public facing components of the relevant Subscription Services as set forth in this Section 5 and the Addenda to this Agreement. Please read the terms and conditions of this Agreement carefully. By using any SoundThinking Subscription Services, you agree to be bound by the terms and conditions of this Agreement and its Addenda. If you do not agree to these terms, you must notify SoundThinking and discontinue any use of the SoundThinking Subscription Services. A. License and Restrictions. Software and Subscription Services. The Software is the proprietary product of SoundThinking, licensed to Customer on an annual subscription basis. The SoundThinking Software may incorporate components supplied to SoundThinking under license by third -party suppliers, and may be protected by United States patent, trade secret, copyright law and international treaty provisions. All such rights in and to the Software and Subscription Services any part thereof is the property of SoundThinking or, if applicable, its suppliers. All right and title to the SoundThinking computer programs, including, but not limited to related Documentation, technology, know-how and processes embodied in or made available to Customer in connection with the Subscription Services, patent rights, copyrights, trade secret rights, trademarks, and services marks remain with SoundThinking. Customer may not make any copies of the written materials or Documentation that accompany any component of the Software, or use them, or any other information concerning the Subscription Services that SoundThinking has designated as confidential, for any purpose other than bona fide use of the Subscription Services or Software for in accordance with the terms of this Agreement, nor allow anyone else to do so. Customer shall not: (i) modify, adapt, alter, translate, copy, perform, or display (publicly or otherwise) or create compilations, derivative, new, or other works based, in whole or in part, on the Software, or on the Subscription Services; (ii) merge, combine, integrate, or bundle the Software, in whole or in part, with other software, hardware, data, devices, systems, technologies, products, services, functions, or capabilities; (iii) transfer, distribute, make available the Subscription Services, or Software to any person other than Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTH!NKING; INC MASTER SERVICES AGREEMENT j Page 4 of 15 Customer; or (iv) sell, resell, sublicense, lease, rent, or loan the Subscription Services or Software, in whole or in part. No component of the Subscription Services, or Software may be used to operate a service bureau, rental or time-sharing arrangement. Nothing in this Agreement shall be construed as granting any right or title to any SoundThinking Software, the ShotSpotter Data, or any component thereof, or any other intellectual property of SoundThinking or its suppliers to Customer. Customer shall not alter, remove or obscure any copyright, patent, trademarks, confidential, proprietary, or restrictive notices or markings on any component of the Subscription Services, Software or any Documentation. 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. B. Export. Customer acknowledges that the ShotSpotter System has been determined by the United States Department of State to be a controlled commodity, software and/or technology subject to the United States Export Administration Regulations of the U.S. Department of Commerce. Customer is specifically prohibited from the export, or re-export, transfer, consignment, shipment, delivery, downloading, uploading, or transmitting in any form, any ShotSpotter Software, ShotSpotter Subscription Services, ShotSpotter Data, Documentation, or any component thereof or underlying information or technology related thereto, to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti -Boycott regulations, and any applicable laws of Customer's country. In this respect, no resale, transfer, or re-export of the ShotSpotter System or any ShotSpotter System component exported to Customer pursuant to a license from the U.S. Department of Commerce may be resold, transferred, or reported without prior authorization by the U.S. Government. Customer agrees not to export, re-export or engage in any "deemed export," or to transfer or deliver, or to disclose or furnish, to any foreign (non- U.S.) government, foreign (non-U.S.) person or third party, or to any U.S. person or entity, any of the ShotSpotter System, or ShotSpotter System components, Data, Software, Services, or any technical data or output data or direct data product thereof, or any service related thereto, in violation of any such restrictions, laws or regulations, or without all necessary registrations, licenses and or approvals. Customer shall bear all expenses relating to any necessary registrations, licenses or approvals. In addition to the restrictions and requirements set forth above, the Customer shall not export, or re-export, transfer, consign, ship, deliver, download, upload, or transmit in any form, the CaseBuilder, CaseBuilderICrime Gun, CrimeTracer, ResourceRouter, or SafePointe Subscription Services, the Software, Documentation, or any component thereof, or underlying information or Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKING, INC. fw grm+ierp�Wc kry MASTER SERVICES AGREEMENT 1 Page 5 of 15 technology related thereto to any third party, government, or country for any end uses except in strict compliance with applicable U.S. export controls laws, and only with the express prior written agreement of SoundThinking. In the event that such written agreement is provided, Customer shall be responsible for complying with all applicable export laws and regulations of the United States and destination country, including, but not limited to the United States Export Administration Regulations of the U.S. Department of Commerce, including the sanctions laws administered by the U.S. Department of Treasury, Office of Foreign Assets Control (OFAC), the U.S. Anti -Boycott regulations, and any applicable laws of the import country. In addition to the foregoing, Customer shall not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry and Security's List of Denied Persons or Bureau of Export Administration's anti -proliferation Entity List; (b) any person on the U.S. Department of State's List of Debarred Parties; (c) any person or entity on the U.S. Treasury Department Office of Foreign Asset Control's List of Specially Designated Nationals and Blocked Persons; or (d) any third party or for any end -use prohibited by law or regulation, as any and all of the same may be amended from time to time, or any successor thereto. C. Termination. Customer agrees that its right to use any of the applicable Subscription Services, or Software, provided hereunder, including ShotSpotter Data, will terminate following thirty (30) day's prior written notice due to a material breach of the terms of this Agreement, including failure to pay any sums to SoundThinking when due, or failure to renew the applicable Subscription Services prior to expiration of the then current subscription term unless such breach has been cured within said thirty (30) day period. In the event of a breach of SoundThinking's intellectual property rights, SoundThinking at its sole discretion may terminate this Agreement immediately upon written notice to Customer. In the event of termination for any reason, Customer's access to the applicable Subscription Services and Software will terminate and be disabled. Customer agrees that SoundThinking shall not be liable to Customer nor to any third party for any suspension of the Subscription Services resulting from Customer's nonpayment of the Subscription Services fees as described in this section. D. Modification to, or Discontinuation of the Subscription Services. Upon reasonable notice to Customer, SoundThinking reserves the right at its discretion to modify, temporarily or permanently, the Subscription Services (or any part thereof). In the event that SoundThinking modifies the Subscription Services in a manner which removes or disables a feature or functionality on which Customer materially relies, SoundThinking, at Customer's request, shall use commercially reasonable efforts to restore such functionality to Customer. In the event that SoundThinking is unable to substantially restore such functionality, Customer shall have the right to terminate the Agreement and receive a pro-rata refund of the annual Subscription Services fees paid under the Agreement for the subscription term in which this Agreement is terminated. Customer acknowledges that SoundThinking reserves the right to discontinue offering the Subscription Services at the conclusion of Customer's then current term. Customer agrees that SoundThinking shall not be liable to Customer or to any third party for any modification of the Subscription Services as described in this section. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUN©THINKMG; INC. kr9�hrpublksakry' E. New Applications. MASTER SERVICES AGREEMENT I Page 6 of 15 From time to time, at SoundThinking's discretion, SoundThinking may release to its customer base, new applications supplemental to the Subscription Services. Customer's use of such new applications shall be subject to the license, warranty, intellectual property, and support terms of this Agreement. Prior to general release, SoundThinking may request Customer to act as a pre-release test site for new applications, or major upgrades. Provided that Customer agrees in writing to such request, SoundThinking will provide a pre-release package explaining the details and requirements for Customer's participation. F. No Use by Third Parties. Except as otherwise expressly set forth in this Agreement, use by anyone other than Customer of the Subscription Services, Software, Documentation, or ShotSpotter Data is prohibited, unless pursuant to a valid assignment of this Agreement as set forth in Section 20 of this Agreement. 6. CONFIDENTIALITY AND PROPRIETARY RIGHTS A. SoundThinking Confidential Information. Customer acknowledges and agrees that the source code, technology, and internal structure of the SoundThinking Software, ShotSpotter Data, and SoundThinking Subscription Services, as well as Documentation, operations manual(s) and training material(s) which are expressly marked and designated as confidential, or is of a nature that a reasonable person would consider confidential, are the confidential information and proprietary trade secrets of SoundThinking, the value of which would be destroyed by disclosure to the public. Use by anyone other than Customer of the Subscription Services, Documentation, and ShotSpotter Data is prohibited, unless pursuant to a valid assignment under this Agreement. Customer shall not disassemble, decompile, or otherwise reverse engineer or attempt to reconstruct, derive, or discover arty source code, underlying ideas, algorithms, formulae, routines, file formats, data structures, programming, routines, interoperability interfaces, drawings, or plans from the Software, or any data or information created, compiled, displayed, or accessible through the Subscription Services, in whole or in part. Customer agrees during the term of this Agreement, and thereafter, to hold the confidential information and proprietary trade secrets of SoundThinking in strict confidence and to not permit any person or entity to obtain access to it except as required pursuant to subsection 6.0 below and for the Customer's exercise of the license rights granted under this Agreement. Nothing in this Agreement is intended to or shall limit any rights or remedies under applicable law relating to trade secrets, including the Uniform Trade Secrets Act as enacted in applicable jurisdictions. B. Customer Confidential Information During the term of this Agreement or any subsequent renewals, SoundThinking agrees to maintain Customer information designated by the Customer as confidential, or is of a nature that a reasonable person would consider the information confidential, to which SoundThinking gains access in the performance of its obligations under this Agreement, and not disclose such Customer Confidential Information to any third parties except as may be required by law. SoundThinking agrees that Customer's Confidential Information shall be used solely for the purpose of performing SoundThinking's obligations under this Agreement. Copyright 02023 SoundThinking, Inc. Ali rights reserved under the copyright laws of the United States SOUNDTHaNKtNG; INC. hr4reaferpu6lkrakfy MASTER SERVICES AGREEMENT I Page 7 of 15 C. Obligations of the Parties. The receiving Party's ("Recipient") obligations under this section shall not apply to any of the disclosing Party's ("Discloser") Confidential Information that Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient's possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Recipient by such Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser's Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any Discloser Confidential Information (a) in response to a valid subpoena or order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Agreement shall not be considered to be a breach of this Agreement by the Recipient; provided, however, that Recipient shall provide prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent such disclosure at its sole expense. Except as provided herein, the Recipient shall use reasonable controls to protect the confidentiality of and restrict access to all Confidential Information of the Discloser to those persons having a specific need to know for the purpose of performing the Recipient's obligations under this Agreement as determined by Recipient. The Recipient shall use controls no less protective than Recipient uses to secure and protect its own confidential information. Upon termination of this Agreement the Recipient, as directed by the Discloser, shall either return the Discloser's Confidential Information, or destroy all copies thereof and verify such destruction in writing to the Discloser. Unless the Recipient obtains prior written consent from the Discloser, the Recipient agrees that it will not reproduce, use for purposes other than those expressly permitted in this Agreement, disclose, sell, license, afford access to, distribute, or disseminate any information designated by the Discloser as confidential, 7. LIMITED WARRANTIES A. SoundThinking warrants that the Software will function in substantial conformity with the SoundThinking Documentation accompanying the Software and Subscription Services. The Software covered under this warranty consists exclusively of ShotSpotter, the ShotSpotter Dispatch, ShotSpotter Respond, and ShotSpotter Insight applications and user interface; CaseBuilder; CaseBuilderlCrime Gun; CrimeTracer; ResourceRouter, and SafePointe Software and Subscription Services that are made available to the Customer under this Agreement as identified in Exhibit A or any subsequent amendment to this Agreement. Additional limited warranties as applicable are set forth in the Addenda attached to this Agreement and incorporated herein. B. SoundThinking further warrants that the Subscription Services, and Software shall be free of viruses, Trojan horses, worms, spyware, or other malicious code or components. C. SoundThinking does not warrant or represent, expressly or implicitly, that any of its Subscription Services or Software will be uninterrupted or error free; or that any SoundThinking-supplied network will remain in operation at all times or under all conditions. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKI6uNG; INC. fagm2le.pursafety- MASTER SERVICES AGREEMENT ! Page 8 of 15 D. Any and all warranties, express or implied, of fitness for high -risk purposes requiring fait -safe performance are hereby expressly disclaimed. E. The Parties acknowledge and agree that the Subscription Services are not consumer goods, and are not intended for sale to or use by or for personal, family, or household use. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, AND THE APPLICABLE ADDENDA TO THIS AGREEMENT SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON -INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 8. CUSTOMER OBLIGATIONS. Customer acknowledges and agrees that SoundThinking's duties, including warranty obligations, and ability to perform its obligations to Customer under this Agreement shall be predicated and conditioned upon Customer's timely performance of and compliance with Customer's obligations hereunder, including, but not limited to: A. Customer agrees to pay all sums due under this Agreement when they are due pursuant to the payment terms in Exhibit A. Customer's address for invoicing: Redlands Police Department Attn: Accounts Payable PO Box 1025 Redlands, CA 92373 Email: accountspayablee„citvofredlands.orq B. Customer agrees to use reasonable efforts to timely perform and comply with all of Customer's obligations allocated to Customer under this Agreement, and its Addenda. C. Customer shall not permit any alteration, modification, substitution, or supplementation of any SoundThinking Subscription Services or web portal, or the combining, connection, merging, bundling, or integration of the SoundThinking Subscription Services or web portal into or with any other system, equipment, hardware, software, technology, function, or capability, without SoundThinking's express prior written consent. D. Unless otherwise expressly agreed in advance in writing by SoundThinking, Customer shall not authorize or appoint any contractors, subcontractors, original equipment manufacturers, value added integrators, systems integrators, or other third parties to operate, or have access to any part of the Subscription Services or Software. E. In order to use the Subscription Services, Customer must have and maintain access to the World Wide Web to enable a secure https connection from the Customer's workstation(s) to SoundThinking's hosted services, either directly or through devices that access Web -based content. Customer must also provide all equipment necessary to make such (and maintain such) connection. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKlNG; INC. rnryreareryu6lrck[y' MASTER SERVICES AGREEMENT [ Page 9 of 15 F. Should criminal background checks or fingerprinting for SoundThinking employees performing any Services under this Agreement or an Addendum hereto be required by Customer, or Federal or State regulations, such background checks or fingerprinting will be conducted by Customer. G. Customer shall be responsible for the accuracy, quality, appropriateness, and legality of all Customer data, any other Customer business information used in any Subscription Services. H. SoundThinking will assist the Customer in initially setting up passwords and user names for Customer's employees, agents, or representatives to whom Customer designates access to the applicable Subscription Services ("Authorized Users"). Thereafter, Customer shall be responsible for assigning passwords and user names for each of its Authorized Users. Customer shall be responsible for maintaining the confidentiality and use of Customer's password and user names and shall not allow passwords andlor user names to be shared by Authorized Users; nor shall Customer permit any unauthorized users to access the Subscription Services, The maximum number of Authorized Users for the applicable Subscription Services is set forth in Exhibit A. Each Authorized User identification may only be used to access the applicable Subscription Services during one (1) concurrent login session. I. Customer shall comply with all applicable laws, rules and regulations relating to the goods and services provided hereunder. 9. INTELLECTUAL PROPERTY INFRINGEMENT SoundThinking will, at its expense, defend and indemnify Customer from and against losses, suits, damages, liability, and expenses (including reasonable attorney fees) arising out of a claim asserted in a lawsuit or action against the Customer by a third party unrelated to the Customer, in which such third party asserts a claim that the Subscription Services and/or Software, when used in accordance with SoundThinking's user Documentation, infringes any United States patent which was issued by the U.S. Patent and Trademark Office, or United States copyright which was registered by the U.S. Copyright Office, as of the effective date of Customer's agreement to license the applicable SoundThinking Subscription Services and Software (collectively "Action"), provided that Customer provides SoundThinking with reasonably prompt notice of any such Action, or circumstances of which Customer becomes aware that could reasonably be expected to lead to such Action including but not limited to any cease and desist demands or warnings, and further provided that Customer cooperates with SoundThinking and its defense counsel in the investigation and defense of such Action. SoundThinking shall have the right to choose counsel to defend such suit and/or action, and to control the settlement (including determining the terms and conditions of settlement) and the defense thereof, Customer may participate in the defense of such action at its own expense. This Section 9 shall not apply and SoundThinking shall have no obligation to defend and indemnify Customer in the event the Customer or a third party modifies, alters, substitutes, or supplements any of the Subscription Services, or Software, or to the extent that the claim of infringement arises from or relates to the integration, bundling, merger, or combination of any of the same with other hardware, software, systems, technologies, or components, functions, capabilities, or applications not licensed by SoundThinking as part of the Subscription Services, nor shall it apply to the extent that the claim of Copyright © 2023 SoundThinking, Inc. All rights reserved under the copyright laws of the United States SOUNDTHINKING, INC. fmgmotcrpvdfcsafe[y MASTER SERVICES AGREEMENT I Page 10 of 15 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 in accordance with the SoundThinking Documentation accompanying the Subscription Services or Software. If, in SoundThinking's opinion, any of the Subscription Services, or Software may, or are likely to become, the subject of such a suit or action, does become the subject of a claim asserted against Customer in a lawsuit which SoundThinking is or may be obliged to defend under this section, or is determined to infringe the foregoing patents or copyrights of another in a final, non -appealable judgment subject to SoundThinking's obligations under this section, then SoundThinking may in full and final satisfaction of any and all of its obligations under this section, at its option: (1) procure for Customer the right to continue using the affected Subscription Services or Software, (2) modify or replace such Subscription Services or Software to make it or them non -infringing, or (3) refund to Customer a pro-rata portion of the annual Subscription Services fees paid for the affected Subscription Services for the term in which the Agreement is terminated. This Section 9 states the entire liability of SoundThinking and is Customer's exclusive remedy for or relating to infringement or claims or allegations of infringement of any patent, copyright, or other intellectual property rights in or to any SoundThinking Subscription Services, SoundThinking Software or any component thereof. This section is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement of any and all intellectual property rights. 10. INDEMNIFICATION AND LIMITATION OF LIABILITY SoundThinking shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the gross negligence, or wrongful act, error, or omission of SoundThinking, its employees, agents, or subcontractors as a result of SoundThinking's or any of its employees, agents, or subcontractor's performance pursuant to this Agreement. SoundThinking shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, SoundThinking's obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, SoundThinking's cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed (i) two (2} times the amount of the annual subscription fee(s) for the Copyright 02023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States 1.? SOUNDTHINKING; INC MASTER SERVICES AGREEMENT I Page 11 of 15 twelve (12) month period in which the claim arises, or (11) the amount of insurance maintained by SoundThinking available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein. 11. DEFAULT AND TERMINATON; REMEDIES Either Party may terminate this Agreement in the event of a material breach of the terms and conditions of this Agreement upon thirty (30) days' prior written notice to the other Party; provided that the Party alleged to be in breach has not cured such breach within said thirty (30) day period. In addition to the termination provisions in Section 5.0 for failure to pay annual Subscription Services fees, upon the occurrence of a material breach of Customer's obligations under this Agreement not susceptible to cure as provided in the preceding paragraph, SoundThinking may at its option, effective immediately upon written notice to Customer, either: (i) terminate SoundThinking's future obligations under this Agreement, terminate Customer's License to use the Subscription Services and Software, or (ii) accelerate and declare immediately due and payable all remaining charges for the remainder of the Agreement and proceed in any lawful manner to obtain satisfaction of the same. 12. TAXES Unless otherwise included as a line item in Exhibit A, the fees due under this Agreement exclude any sales, use, value added or similar taxes that may be imposed in connection with this Agreement. Customer agrees that it shall be solely responsible for payment, or reimbursement to SoundThinking as applicable, of all sales, use, value-added or similar taxes imposed upon this Agreement by any level of government, whether due at the time of sale or asserted later as a result of audit of the financial records of either Customer or SoundThinking. If exempt from such taxes, Customer shall provide to SoundThinking written evidence of such exemption. Customer shall also pay any personal property taxes levied by government agencies based upon Customer's use or possession of the items acquired or licensed in this Agreement. 13. NOTICES Any notice or other communication required or permitted to be given under this Agreement shall be in writing delivered to the address set forth in this Agreement by certified mail return receipt; overnight delivery services; delivered in person; or via email with read receipt. A Party's address may be changed by written notice to the other Party. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHNNKING; INC. Notices to Customer: Redlands Police Department Attn: Sean Flynn, Commander PO Box 1025 Redlands, CA 92373 Email: sflynn[a)_redlandspolice.org 14. FORCE MAJEURE MASTER SERVICES AGREEMENT I Page 12 of 15 Notices to SoundThinking: SoundThinking, Inc. Attn: CFO 39300 Civic Center Dr., Ste. 300 Fremont, CA 94538 accountinq[a soundthinkinq.com In no event shall SoundThinking be liable for any delay or default in its performance of any obligation under this Agreement caused directly or indirectly by an act or omission of Customer, or persons acting under its direction and/or control, fire, flood, act of God, an act or omission of civil or military authority of a state or nation, strike, lockout, or other labor disputes, inability to secure, delay in securing, or shortage of labor, materials, supplies, transportation, or energy, failures, outages or denial of services of wireless, power, telecommunications, or computer networks, acts of terrorism, sabotage, vandalism, hacking, natural disaster or emergency, war, riot, embargo, or civil disturbance, breakdown or destruction of plant or equipment, or arising from any cause whatsoever beyond SoundThinking's reasonable control. At SoundThinking's option and following notice to Customer, any of the foregoing causes shall be deemed to suspend such obligations of SoundThinking so long as any such cause shall prevent or delay performance, and SoundThinking agrees to make, and Customer agrees to accept performance of such obligations whenever such cause has been remedied. 15. ENTIRE AGREEMENT This Agreement and its Exhibits and Addenda represent the entire agreement and understanding of the Parties and a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written or oral agreements, representations, understandings, or negotiations with respect to the matters covered by this Agreement. 16. GOVERNING LAW The validity, performance, and construction of this Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. 17. NO WAIVER No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by both Parties. Any consent by either Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other, different, prior, or subsequent breach. The failure of either Party to enforce at arty time any of the provisions of this Agreement shall not constitute a present of future waiver of any such provisions or the right of either Party to enforce each and every provision. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKING; INC. � B!m to r PULlIG Sbfe Ay' 18. SEVERABILITY MASTER SERVICES AGREEMENT I Page 13 of 15 If any term, clause, sentence, paragraph, article, subsection, section, provision, condition, or covenant of this Agreement is held to be invalid or unenforceable, for any reason, it shall not affect, impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the term, clause, sentence, paragraph, article, subsection, section, provision, condition or covenant of this Agreement so adjudged to be invalid or unenforceable. 19. DISPUTE RESOLUTION If the Parties disagree as to any matter arising under this Agreement or the relationship and dealings of the Parties hereto, then at the request of either Party, SoundThinking and Customer shall promptly consult with one another and make diligent, good faith efforts to resolve the disagreement by negotiation prior to either Party taking legal action. If such negotiations do not resolve the dispute within sixty (60) days of the initial request, either Party may take appropriate legal action. 20. ASSIGNMENT This Agreement may not be assigned or transferred by either Party, nor any of the rights granted herein, in whole or in part, by operation of law or otherwise, without the other Party's express prior written consent, which shall not be unreasonably withheld. Provided, however, that SoundThinking may assign or transfer this Agreement and/or SoundThinking's rights and obligations hereunder, in whole or in part, in the event of a merger or acquisition of all or substantially all of SoundThinking's assets. No assignee for the benefit of Customer's creditors, custodian, receiver, trustee in bankruptcy, debtor in possession, sheriff, or any other officer of a court, or other person charged with taking custody of Customer's assets or business, shall have any right to continue or to assume or to assign these without SoundThinking's express consent. 21. COMPLIANCE WITH LAWS During the term of this Agreement SoundThinking will comply with all applicable local, state, and federal laws, statutes and regulations. 22. EQUAL EMPLOYMENT OPPORTUNITY SoundThinking is committed to equal -employment principles, and the provisions outlined in the Equal Opportunity Clauses of Executive Order 11246, (41 CFR 60- 1.4), section 503 of the Rehabilitation Act of 1973, (41 CFR 60-741.5(a)), section 402 of the Vietnam Era Veterans Readjustment Act of 1974, (41 CFR 60-250.5(a)), and, the Jobs for Veterans Act of 2003, (41 CFR 60-300.5(a)) as well as any other regulations pertaining to these orders. SoundThinking's decisions and criteria governing its hiring and employment practices are made in a non-discriminatory manner, without regard to age, race, color, national origin, citizenship status, gender (including pregnancy, childbirth or medical condition related to pregnancy or childbirth), gender identity or expression, sex, religion, creed, physical or mental disability, medical condition, legally protected genetic information, marital status, veteran status, military status, sexual orientation, or any other factor determined to be an unlawful basis for -such decisions by federal, state, or local statutes. Copyright 0 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKIbliNG, INC. !w 9,ertivr Puc sJ/u N' 23. GENERAL PROVISIONS MASTER SERVICES AGREEMENT 1 Page 14 of 15 A. This Agreement and its Addenda shall be binding on and inure to the benefit of the Parties and any permitted successors and assigns; however, nothing in this paragraph shall be construed as a consent to any assignment by either Party except as provided in Section 20 of this Agreement. B. This Agreement shall not become a binding contract until signed by an authorized representative of each Party, effective as of the date of signature. C. This Agreement and its Addenda may be executed in any number of identical counterparts, each of which shall be deemed a duplicate original. D. The provisions of this Agreement and Addenda shall not be construed in favor of or against either Party because that Party or its legal counsel drafted this Agreement, but shall be construed as if all Parties prepared this Agreement. E. An electronic signature copy of this Agreement and its Exhibits, Addenda, notices and documents prepared under this Agreement shall be considered an original. The Parties agree that any document in electronic format or any document reproduced from an electronic format shall not be denied legal effect, validity, or enforceability, and shall meet any requirement to provide an original or hard copy. F. This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party. SIGNATURE PAGE FOLLOWS Copyright ©2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States SOUNDTHINKING; iNC, l lacamr ,i'I:.::Ire, MASTER SERVICES AGREEMENT j Page 15 of 15 EACH PARTY'S ACCEPTANCE HEREOF IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT, INCLUDING ITS EXHIBITS AND ADDENDA, 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. REDLANDS POLICE DEPARTMENT Accepted By (Signature) SOUNDTHINKING, INC. Accepted By' (Signature) Charles Duggan, Jr. Roxanne Lerner Printed Name Printed Name City Manager Director of Contracts Title Title Date ATTEST: r 00-1411G-ej anne Donaldson, City Clerk Copyright O 2023 SoundThinking, Inc. — Alf rights reserved under the copyright laws of the United States Date isyA C• rimeTracerlM ADDENDUM ONE I Page 1 of 13 ADDENDUM ONE - CRIMETRACERTM SUPPLEMENTAL TERMS This Addendum One ("Addendum One") to the SoundThinking® Master Services Agreement (the "Agreement") by and between SoundThinking, Inc. ("SoundThinking") and the Redlands Police Department ("Customer") is effective as of the last date of signature below. The following provisions are expressly added to and made a part of the Agreement for the purpose of further defining the CrimeTracerTM Subscription Services and terms of use. All terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between this Addendum One and the Agreement, this Addendum One shall control: In consideration of the Parties' mutual covenants and promises set forth in this Addendum One, the Parties Agree as follows: Section numbers correspond to the section numbers in the Agreement. Section 2 DEFINITIONS CrimeTracer Definitions CrimeTracer Documentation means the standard user documentation for the CrimeTracer Subscription Services and Software made generally available to SoundThinking's customers. CrimeTracer Professional Services means the applicable services that may be provided by SoundThinking as requested by Customer and mutually agreed to in writing by the Parties in an amendment to the Agreement and this Addendum One, to customize reconfigure, integrate and/or modify the CrimeTracer Subscription Services. CrimeTracer Customer Data means the Customer's or third -party data and information input, or transferred into, stored, and made available to SoundThinking by hyperlink, and/or processed by the CrimeTracer Subscription Services. CrimeTracer Network means the public safety information services web platform to which Customer will have access. Section 3 SUBSCRIPTION SERVICES CrimeTracer Services A. The CrimeTracer Subscription Services will be provided as a hosted, cloud -based service as stated in SoundThinking's proposal provided at Exhibit A of the Agreement. S. SoundThinking will provide to Customer, at mutually -agreed times and locations, the applicable training services identified in Exhibit A to the Agreement, such as: (i) training of users in the operation of the CrimeTracer Subscription Services; and (ii) training for the Copyright ©2023 SoundThinking, Inc. -- All rights reserved under the copyright laws of the United States CrimeTracerTM ADDENDUM ONE I Page 2 of 13 Customer's administrators on how to add, update, and delete user accounts, and assistance to Customer's trainer with designing a training module if so desired. C. SoundThinking will assist the Customer with configuration and integration of the Subscription Services with Customer's systems, including integration of CrimeTracer Customer Data with the central data cache for the CrimeTracer cloud. Customer, and not SoundThinking, shall be solely responsible for obtaining, setting up, and maintaining, at Customer's own expense, the servers, third party software, telecommunications and Internet services, and any other minimum system requirements specified by SoundThinking as necessary for proper installation, access, and use of the Subscription Services. Customer acknowledges that any warranty with respect to such third -party hardware and/or software is provided exclusively by the manufacturer or vendor thereof, and not by SoundThinking, and that SoundThinking shall have no obligation or liability whatsoever with respect to any such third party hardware and/or software. D. Customer may request additional CrimeTracer Subscription or Professional Services. Any such additional Services, must be mutually agreed to in a written amendment executed by SoundThinking and Customer, including applicable fees and payment terms. SoundThinking shall not be obligated to provide or perform any additional Services, absent an executed amendment to provide such Services. Section 5 LICENSE AND OWNERSHIP CrimeTracer A. CrimeTracer Customer Data. Customer shall own the CrimeTracer Customer Data. Customer grants a non-exclusive, non -transferable, perpetual, royalty -free license to reproduce, process, format, distribute, transmit, modify, prepare derivative works based upon, and otherwise use the CrimeTracer Customer Data solely to provide the Subscription Services to SoundThinking customers and subscribers and to perform this Agreement. The CrimeTracer Customer Data including any derivative works thereof, and all Intellectual Property Rights therein, is and will remain the exclusive property of Customer and its licensors, and Customer reserves all rights and licenses in and to the CrimeTracer Customer Data not expressly granted to SoundThinking under the Agreement and this Addendum One. Unless otherwise requested by Customer in writing, upon termination of the MSA and this Addendum One, SoundThinking may retain and continue to use the CrimeTracer Customer Data contributed to the CrimeTracer Network prior to such termination, in accordance with the terms of the Agreement and this Addendum One. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States 7,CrimeTracer ADDENDUM ONE I Page 3 of 13 Section 7 LIMITED WARRANTIES CRIMETRACER A. SoundThinking warrants that CrimeTracer will function in substantial conformity with the SoundThinking documentation accompanying the CrimeTracer Subscription Services. SoundThinking will provide support services as defined in Attachment A to this Addendum One. B. In the event of any loss or corruption of CrimeTracer Customer Data, SoundThinking will use commercially reasonable efforts to restore the lost or corrupted CrimeTracer Customer Data. SoundThinking shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of CrimeTracer Customer Data caused by any third party. SOUNDTHINKING'S EFFORTS TO RESTORE LOST OR CORRUPTED CRIMETRACER CUSTOMER DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE SOUNDTHINKING'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CRIMETRACER CUSTOMER DATA. Customer acknowledges and agrees that SoundThinking will not be responsible for the content of any CrimeTracer Customer Data communicated or transmitted via the CrimeTracer Subscription Services. Customer is solely responsible for the accuracy, quality, integrity, and legality of CrimeTracer Customer Data. C. Customer is solely responsible for results obtained from use of the Subscription Services and for any conclusions drawn from such use. SoundThinking shall have no liability for any claims, losses, or damage caused by: (i) errors or omissions in any CrimeTracer Customer Data or information provided to SoundThinking by Customer in connection with the Subscription Services or any actions taken by SoundThinking at Customer's direction; or (ii) Customer's or any Authorized User's use of any third -party products, services, software, or websites that are accessed via links from within the CrimeTracer Subscription Services. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THE AGREEMENT AND THIS ADDENDUM ONE, SOUNDTHINKING MAKES AND CUSTOMER RECEIVES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NON -INFRINGEMENT, QUALITY, SUITABLITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Copyright © 2023 SoundThinking, Inc. -- Ail rights reserved under the copyright laws of the United States Crime -racer - ADDENDUM ONE I Page 4 of 13 Section 8 CUSTOMER OBLIGATIONS CrimeTracer A. Customer shall be responsible for the accuracy, quality, appropriateness, and legality of any communications, CrimeTracer Customer Data, and any other Customer business information transmitted through, or used in the Subscription Services. B. Customer shall use the CrimeTracer Subscription Services exclusively for authorized and legal purposes, consistent with the CrimeTracer Documentation, any written instructions provided by SoundThinking to Customer, and all applicable laws, rules, regulations, and rights of others. Customer shall keep confidential and not disclose to third parties, and ensure that its Authorized Users keep confidential and not disclose to third parties, any authorized user IDs, passwords, or account information, except as necessary to use the Subscription Services in accordance with the Agreement and this Addendum One. C. Customer will: (a) provide SoundThinking with good faith cooperation and assistance and make available such Customer facilities, personnel, equipment, and support as may be reasonably required by SoundThinking to provide the CrimeTracer Subscription Services and, if applicable any additional CrimeTracer Professional Services; (b) be responsible for all activity, whether or not such activity is authorized by Customer, of its Authorized User's in connection with use of the Subscription Service, and compliance with the terms of the Agreement and this Addendum One and its attachments, occurring under Customer's account; (c) obtain, pay for, and maintain any third party hardware and software, telecommunications and Internet services, and other minimum system requirements required by SoundThinking for Customer to access and use the Subscription Services; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services, promptly notify SoundThinking of any such unauthorized access or use, and cooperate with SoundThinking with respect to any investigation by SoundThinking of any suspected or alleged violation of the Agreement or this Addendum One and any action by SoundThinking to enforce the terms and conditions of the Agreement or this Addendum One. Customer shall be liable for any violation of the terms and conditions of this Agreement by any Subscriber; and (e) grant SoundThinking the rights to share CrimeTracer Customer Data owned by Customer in the CrimeTracer Cloud for the purpose of delivering CrimeTracer Subscription Services to all authorized CrimeTracer customers. D. Access to CrimeTracer is provided through the CrimeTracer Network and in compliance with the FBI Criminal Justice Information System ("CJIS") regarding access to and sharing of CJIS information. Customer agrees to comply with, and shall execute the Terms of Service provided as Attachment B in order to participate in the CrimeTracer Network. Copyright 02023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States 14:T3 CrimeTracerTM ADDENDUM ONE I Page 5 of 13 THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM ONE CONTEMPORANEOUSLY WITH THE AGREEMENT. REDLANDS POLICE DEPARTMENT SOUNDTHINKING, INC. Accepted By (Signature) Accepted By (Sig ature) Charles Duggan, Jr. Roxanne Lerner Printed Name Printed Name City Manager Director of Contracts Title Date ATTEST: aline Donaldson, City Clerk Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States Title Date .), CrimeTracer- ATTACHMENT A ADDENDUM ONE I Page 6 of 13 CrimeTracer Service Level Agreement SoundThinking shall use commercially reasonable efforts to provide to Customer the first -level maintenance and support services for the CrimeTracer Subscription Services that are described in this Service Level Agreement ("SLA"). SoundThinking shall be responsible for providing such services only to Customer's designated Support Contact Persons as defined below, and shall have no obligation to provide such services directly to, or respond to any requests from, individual Authorized Users. However, SoundThinking reserves the right to establish and maintain contact with any Authorized User in order to facilitate the delivery of any CrimeTracer Subscription Services -related support services needed by such Authorized User. 1. Definitions a. "Error' means a reproducible failure of the CrimeTracer Subscription Services to operate in material conformance with the Documentation. b. "Level 1 Error" means an Error that causes the CrimeTracer Subscription Services to fail to operate whatsoever or to crash the system on which the Subscription Services are being used. c. "Level 2 Error" means an Error that causes the CrimeTracer Subscription Services to fail to operate in a material manner but does not render the system on which the Subscription Services are being used inoperable. d. "Level 3 Error" means an Error that produces an inconvenient situation in which the CrimeTracer Subscription Services operate substantially in accordance with the Documentation but nevertheless causes or results in substandard or erratic performance. e. "Level 4 Error" means an Error that is minor or that is cosmetic in nature and does not result in reduced performance. f. "Resolution" means a modification or workaround to the CrimeTracer Subscription Services and/or Documentation intended to resolve an Error. 2. Support Contact Persons. Customer shall designate in writing to SoundThinking no more than three (3) individuals to act as support contact persons (each, a "Support Contact Person"). Customer may change its Support Contact Persons upon written notice to SoundThinking. 3. Error Reporting. Upon discovering an Error, Customer shall submit to CrimeTracer Customer Support a report in which Customer shall use its reasonable business judgment to classify the Error in accordance with the severity classifications set forth above. Customer shall only report an Error through a Support Contact Person, and only after Customer has expended reasonable efforts to resolve such Error. Customer shall contact Customer Support via the following means depending on the severity of the reported Error: Copyright © 2023 SoundThinking, Inc. — AlI rights reserved under the copyright laws of the United States r. CrimeTracerTM UEe b. d ADDENDUM ONE I Page 7 of 13 Level 1 Error Telephone: 833.267.5465 and Email: crimetracer.support@soundthinking.com Level 2 Error Telephone: 833.267.5465 and Email: crimetracer.support@soundthinking.com Level 3 Error Email: crimetracer.support@soundthinking.com Level 4 Error Email: crimetracer.support@soundthinking.com 4. Error Resolution. Normal CrimeTracer support business hours are Monday through Friday from 8:00 AM PST to 5:00 PM PST. Response to Errors reported by Customer, and quarterly maintenance releases containing reported defects and customer enhancement requests will be provided as mutually agreed. When notified by Customer during normal CrimeTracer support business hours, SoundThinking shall respond to Level 1 Errors within twelve (12) hours and shall use commercially reasonable efforts to provide a resolution within one (1) business day. 5. Exceptions. SoundThinking shall have no responsibility to fix any Errors arising out of or related to the following causes: (a) Customer's (or any other party's) modification, or combination, or merger of the CrimeTracer Subscription Services with third party items not provided by SoundThinking, in whole or in part, without SoundThinking's express written authorization, (b) use of the CrimeTracer Subscription Services in an environment other than an environment authorized in the Agreement or as provided in the Documentation, (c) negligence, accident, or improper use, (d) use of the CrimeTracer Subscription Services other than as authorized in the Agreement or this Addendum One, or as provided in the Documentation, and (e) third -party software or hardware products (including without limitation the operating systems on which the CrimeTracer Subscription Services operate) or use of the CrimeTracer Subscription Services in conjunction therewith. 6. Access to Personnel and Equipment. Customer shall provide SoundThinking access to Customer's personnel and equipment as reasonably required for SoundThinking to provide support under these terms. 7. Additional Support Services. Upon request, and subject to the mutual agreement of the Parties and availability of qualified SoundThinking personnel, SoundThinking shall provide support services to Customer in addition to those set forth in these terms. Customer shall be charged separately and pay for (a) such services at SoundThinking's then -current standard rates, and (b) the reasonable travel, living, telecommunication, and other expenses incurred by SoundThinking in connection with providing such services. Copyright © 2023 SoundThinking, Inc. — AH rights reserved under the copyright laws of the United States CrimeTracer1 ATTACHMENT B ADDENDUM ONE I Page 8 of 13 Terms of Service for Participation in CrimeTracer Network PART I This Attachment B Terms of Service for Participation in the CrimeTracer Network (this "TOS"), is considered a Memorandum of Understanding (MOU) for purposes of the FBI CJIS Security Policy and incorporates by reference the requirements of the FBI CJIS Security Policy, and the FBI CJIS Security Addendum in force as of the date of this TOS, and any subsequent amendments thereto. Each Party warrants that it has the technological capability to handle Criminal Justice Information (CJI), as that term is defined by the FBI CJ1S Security Policy, in the manner required by the CJIS Security Policy. Customer agrees by signature below, to abide by the usage and access policies described herein, and to use the Customer assigned CrimeTracer Network account in an acceptable, ethical and legal manner, and adhere to the following security rules. For purposes of this TOS "Agency" means the Authorized User or Subscriber agency having access to the CrimeTracer Network. 1. Customer shall be responsible for providing security training to its Authorized Users, and ensuring that its Authorized Users complete and remain current with CJIS security awareness training, and comply with the requirements of this Attachment B. 2. Customer will use, and ensure its Authorized User's, use the CrimeTracer Network only for the administration of criminal justice. a. Customer will respect the confidentiality and privacy of individuals whose records it may access. b. Customer will observe any ethical restrictions that apply to data to which it has access, and to abide by applicable laws or policies with respect to access, use, or disclosure of information. c. Customer is forbidden to access or use any CrimeTracer Network data for Customer's own personal gain, profit, or the personal gain or profit of others, or to satisfy Customer's personal curiosity. 3. Customer understands that a user identifier (User ID) and a password to authenticate Customer's CrimeTracer Network account will be issued for each Customer authorized user ("Authorized Users"). Customer shall ensure its Authorized Users: a. Understand that the CrimeTracer Network computer account is assigned to the Authorized User alone and is not to be shared with anyone, including co-workers, trainers, or computer technicians. Authorized Users will not allow anyone else to have or use the Authorized User's password. b. If any Customer Authorized User knows that their password is compromised, the Authorized User will report the compromise to the Authorized User's Agency POC, who shall report such compromise to the SoundThinking Information Security Department (infosec(soundthinking.com). c. Each Authorized User is responsible for all activity that occurs on their individual account once the Authorized User's password has been used to log onto the CrimeTracer Network. d. Customer will ensure that its Authorized User passwords are changed every 90 days in accordance with CJIS requirements, or if compromised, whichever is sooner. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States leapt CrimeTracer- ADDENDUM ONE I Page 9 of 13 e, Customer will ensure Authorized Users do not store passwords on any processor, microcomputer, personal digital assistant (such as a smart phone, tablet, Palm Pilot or Blackberry), personal electronic device, or on any magnetic or electronic media. f. Customer's Authorized User's will employ the use of Advanced Authentication when accessing CJI on a device that is determined to be outside the perimeter of a physically secure location. g• If located in the state of Florida, Authorized Users will not access the CrimeTracer Network from a non -departmental device. h. Authorized Users will never leave their CrimeTracer Network session unattended while they are logged on. i. Customer acknowledges and will ensure that is Authorized Users are aware that it is a violation of policy for any computer user to try to mask or hide his or her identity, or to try to assume the identity of someone else for the purpose of access to the CrimeTracer Network. j• Customer will ensure its Authorized Users do not connect any personal information technology equipment (for example, PDAs, personal computers, or digitally enabled devices) to the terminal they are using to access the CrimeTracer Network for the purpose of downloading CrimeTracer Network data. k. If Customer or any Authorized User observes anything on the system they are using that indicates inadequate security, the Authorized User will immediately notify the Agency POC. Customer will ensure its Authorized User know what constitutes a security incident and they must immediately report any such incidents to the Agency POC. 4. Customer shall ensure its Authorized Users understand and acknowledge that information obtained from the CrimeTracer Network may be passed to other persons who do not have direct access to the CrimeTracer Network ONLY if they are known by the Authorized User to be law enforcement or criminal justice personnel who are authorized to receive such information. 5. Customer agrees, to ensure its Authorized Users do not use the resources of the CrimeTracer Network in such a way that the work of other users, the integrity of the system, or any stored data may be jeopardized. 6. Customer agrees, that if, in the opinion of the SoundThinking Information Security Department, Customer's or an Authorized User's use of the resources contravenes any provision in this TOS, or is in breach of any rules in force for the time being, Customer's or the Authorized User's access to the CrimeTracer Network will be revoked. Any dispute arising from such action or arising from other provisions of this TOS will be conducted under the appropriate disputes and appeals procedure within the SoundThinking Information Security Department and agreement with the providers of information comprising the CrimeTracer Network. 7. Customer understands that SoundThinking accepts no responsibility for the malfunctioning of any equipment or software, nor failure in security or integrity of any stored data. 8. Customer understands that no claim shall be made against SoundThinking its employees, or agents in respect of any loss alleged to have been caused whether by defect in the resources or by act or neglect of SoundThinking, or its employees, or agents. 9. Customer understands that its, or its Authorized Users actions as a CrimeTracer Network user can greatly affect the security of the CrimeTracer Network and that Customer's electronic signature on Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States ya CrimeTracerTM ADDENDUM ONE I Page 10 of 13 this TOS indicates that Customer understands its responsibility as a CrimeTracer Network Authorized User requires adherence to regulatory guidance. If Customer chooses not to accept these standards of behavior, Customer will be denied access to the CrimeTracer Network. Violators of these standards will be reported to their respective Agency POC and applicable department head. Acknowledgment and Acceptance: Customer acknowledges and accepts the responsibilities as set out in Part I of this TOS. Customer acknowledges that these responsibilities have been developed and approved by the CrimeTracer Network users and providers of information to the CrimeTracer Network in order to ensure the reliability, confidentiality, completeness, and accuracy of all information contained in the CrimeTracer Network. Customer further acknowledges and accepts that failure to comply with these responsibilities will subject Customer's or its Authorized Users' access to the CrimeTracer Network to suspension or termination as approved by the SoundThinking Information Security Department. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States yA CrimeTracerTM PART II ADDENDUM ONE I Page 11 of 13 In addition, if the signatory below is an authorized representative of Agency, the following terms are entered into by and between SoundThinking and the Agency represented (each a "Party" and collectively, the "Parties"), as of the date (the "Effective Date") this TOS has been accepted. 1. Purpose. The CrimeTracer Network and associated data center(s) (collectively, the "CrimeTracer System") aggregates data relevant to the reduction of and defense against criminal activity, and provides mechanisms for local, state and federal agency partners to query such aggregated data. The purpose of this TOS is to establish the terms and conditions by which each Party may access and use the CrimeTracer System and the data contained therein. 2. Contribution of Data to CrimeTracer System. From time to time, Agency may contribute data to SoundThinking for use in the CrimeTracer System ("Agency Data"). Any and all contribution of Agency Data to the CrimeTracer System is done at the discretion of the Agency. Agency shall retain all right, title and interest in and to all Agency Data except as otherwise provided in this TOS. Agency hereby grants to SoundThinking the limited rights (i) to use, reproduce, store and distribute Agency Data within the CrimeTracer System, including the right to make Agency Data available to subscribers of the CrimeTracer System, and (ii) to the extent Agency Data is public data, i.e., data that would be releasable pursuant to a request under the Freedom of Information Act or the relevant state public records law ("Public Data"), to use, reproduce, store and distribute (including the right to permit third parties to use, reproduce, store and distribute) Public Data for any purpose. Upon Agency's request, SoundThinking shall provide reasonable technical assistance to Agency for the extraction and submission of Agency Data to the CrimeTracer System. Agency is solely responsible for the accuracy of its Agency Data. 3. Use of Contributed Data. From time to time, Agency may desire to use data previously contributed by another agency and stored within the CrimeTracer System ("Contributed Data"). Agency shall receive no right, title or other interest in or to any Contributed Data except as provided in this TOS. SoundThinking hereby grants to Agency the limited right for each of its Authorized Users (as defined below) to access and use the CrimeTracer System and Contributed Data solely for law enforcement purposes. Agency shall not take any enforcement action based on Contributed Data without first verifying the accuracy and current status of such information with the contributing agency. 4. Public Safety Information. Agency may not use the CrimeTracer System for any purpose other than a law enforcement investigation, reporting or prosecution purpose. Agency agrees that it shall only insert public safety or CJI data (collectively "Public Safety Information") into portions of the CrimeTracer System specifically designated by SoundThinking as a repository for such Public Safety Information, and agrees that it shall adhere to all procedures for the handling of such Public Safety Information as determined by CJIS. Agency shall not insert criminal intelligence information subject to 28 CFR Part 23 or any other classified data defined by 18 CFR Part 3a.11 into any portions of the CrimeTracer System or otherwise compromise the law enforcement capabilities of the CrimeTracer System. 5. Compliance with Laws. Each Party represents, warrants and covenants that it shall adhere to all local, state and federal laws, rules and regulations applicable to the exercise of its rights and performance of its obligations hereunder (collectively "Applicable Laws"). 6. SoundThinking Security Policy. Agency agrees to comply with all the SoundThinking Security Policy ("Security Policy") made available to Agency. Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States lc • y; CrimeTracer M ADDENDUM ONE I Page 12 of 13 7. Data Security; Audit. The CrimeTracer System shall be secured in accordance with FBI-CJIS guidelines and applicable laws. All users' access to and use of the CrimeTracer System shall be recorded, and all such access and use shall be analyzed for any misuse and/or unusual activity. It is understood that by agreeing to this TOS, that you consent to monitoring, review, and audit of your activity. Periodically, SoundThinking shall prepare a report itemizing any suspected such misuse and/or unusual activity and shall promptly provide each such report to Agency. Agency shall be solely responsible for performing any necessary follow-up in accordance with Agency's internal policies and all applicable laws. If SoundTh inking reasonably believes that Agency may not be in compliance with Applicable Law, SoundThinking shall provide written notice of such belief to Agency and Agency shall have thirty (30) days from receipt of such written notice to investigate the suspected misuse and/or unusual activity and provide a written report to SoundThinking of its findings. Agency agrees to fully cooperate with CJIS audits, including audits by Criminal Justice Information Services (CJIS) Audit Unit (CAU), the CJIS System Agency (CSA), or data providing agency. If it is determined, in SoundThinking's sole discretion, that Agency has violated any Applicable Law, SoundThinking may immediately terminate this TOS as provided in Article 8 herein. 8. Agency Point of Contact. Consistent with the requirements of CJIS and Applicable Laws, Agency shall appoint an authorized representative as the single point of contact for any questions or issues arising under this TOS ("Agency POC"). Agency POC shall be responsible for: (i) authorizing Agency individuals to access and use the CrimeTracer System ("Authorized Users"): (ii) removing Authorized Users from the CrimeTracer System when they leave the Agency or otherwise become ineligible for access; (iii) ensuring that all Authorized Users are adequately trained with respect to the CrimeTracer System and all Applicable Laws; and (iv) communicating with SoundThinking. Agency shall promptly notify SoundThinking whenever the Agency POC is replaced by a new person. 9. Term and Termination. This TOS is effective as of the Effective Date and shall continue until terminated by a Party in accordance with this TOS. SoundThinking may immediately upon written notice, suspend Agency's access to the CrimeTracer System and/or terminate this TOS at any time if SoundThinking determines, in its sole discretion, that Agency has breached this TOS or violated any Applicable Law; provided, however that SoundThinking may reinstate Agency's access to the CrimeTracer System upon the receipt of satisfactory assurances that Agency has corrected such violations and taken appropriate measures to prevent future violations. Either Party may terminate access (including all rights to access the CrimeTracer System) for any reason or no reason whatsoever upon thirty (30) days' prior written notice. 10. Disclaimer of Liability. In no event will either Party be liable to the other Party for any indirect, consequential, incidental, punitive or special damages (including loss of profits, data, business or good will) in connection with the transactions contemplated by this TOS, whether or not liability is based on breach of contract, tort, strict liability, breach of warranty, failure of essential purpose or otherwise, even if it is advised of the likelihood of such damages. Each Party is solely responsible for the actions and/or omissions of its employees, officers, and agents. THE FOREGOING LIMITATION AND EXCLUSION OF LIABILITY SHALL NOT APPLY IN THE EVENT OF THE LIABLE PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, MALFEASANCE OR INTENTIONAL NON-PERFORMANCE. 11. Miscellaneous. Each Party or Agency POC represents, warrants and covenants that it has legal authority to enter into this TOS. This TOS may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute a single instrument, and an electronic, photocopy or facsimile signature shall be as valid as the original. This TOS supersedes any prior understandings or written or oral agreements between the Parties respecting the subject matter of this TOS. The provisions of this TOS are solely for the benefit of the Parties Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States 7 CrimeTracer ADDENDUM ONE I Page 13 of 13 and are not for the benefit of any person or entity not a party hereto; nor shall any provision hereof be deemed a waiver of any defenses available by law. This TOS may not be assigned by either Party without the prior written consent of the other Party, except that SoundThinking may assign this TOS or any of its rights or delegate any of its obligations to any affiliate or to any person in connection with a merger or acquisition of all or substantially all of SoundThinking's assets or all or a controlling interest in its voting equity without Agency's consent. This TOS and all documents referred to in this TOS are governed by, and shall be construed and enforced in accordance with, the laws of the State of California, without giving effect to any conflict of laws provisions. No amendment, modification, extension, release, discharge or waiver of this TOS, or of any provision hereof, shall be valid or binding unless in writing and signed by the Parties. 12. Privileges and Responsibilities. The CrimeTracer Network operates under the governance of the SoundThinking Compliance Department. You have requested, or your agency has requested on your behalf, access to the CrimeTracer Network. I understand and agree on behalf of the Agency to abide by Part 11 of the TOS as outlined above. Customer: Redlands Police Department By: ae,_1 ,4,2 Name: Charles Duggan, Jr. Title: City Manager Dated: 6' - 7 7 ._ -o ATTEST: Je Donaldson, Ciiy Clerk Copyright © 2023 SoundThinking, Inc. — Ail rights reserved under the copyright laws of the United Stakes i SOUNDTHINKING; INC MASTER SERVICES AGREEMENT EXHIBIT A I Page 1 of 1 EXHIBIT A — SOUNDTHINKING PROPOSAL SoundThinking Proposal No.: RDLNDSCA12262023 Rev. 1 dated April 5, 2024 (Attached on Following Pages) Copyright © 2023 SoundThinking, Inc. — All rights reserved under the copyright laws of the United States