Professional Services Agreement
Form approved by the City Attorney 5-11-20
CITY OF SANTA ROSA
PROFESSIONAL SERVICES AGREEMENT
WITH AXON ENTERPRISE, INC.
AGREEMENT NUMBER _________
This "Agr
eement" is made as of this ____day of_______________, 20 22, by and between the City of Santa Rosa, a municipal corporation ("City"), and Axon Enterprise, Inc., a Delaware Corporation ("Consultant").
R E C I
T A L S
A. City desir
es to engage with Consultant to purchase and delploy body worn camera, interview room cameras, fleet cameras, tasers and the systems to support and store related data as specified in Exhibit A.
B. City desir
es to retain a qualified firm to conduct the services described above in accordance with the Scope of Services as more particularly set forth in Exhibit A to the Agreement.
C. Consult
ant represents to City that it is a firm composed of highly trained professionals and is fully qualified to conduct the services described above and render advice to City in connection with said services.
D. The parties
have negotiated upon the terms pursuant to which Consultant will provide such services and have reduced such terms to writing.
AGREE
MENT
NOW, T
HEREFORE, City and Consultant agree as follows:
1. SCOPE OF
SERVICES
Consult
ant shall provide to City the services described in Exhibit A ("Scope of Services").
Consultant shall provide these services at the time, place, and in the manner specified in Exhibit A.
Exhibit A is attached hereto for the purpose of defining the manner and scope of services to be provided by Consultant and is not intended to, and shall not be construed so as to, modify or expand the terms, conditions or provisions contained in this Agreement. In the event of any conflict between this Agreement and any terms or conditions of any document prepared or provided by Consultant and made a part of this Agreement, including without limitation any document relating to the scope of services or payment therefor, the terms of this Agreement shall control and prevail.
2. COMPE
NSATION
a. City
shall pay Consultant for services rendered pursuant to this Agreement at the rates, times and in the manner set forth in Exhibit A. Consultant shall submit monthly statements to City which shall itemize the services performed as of the date of the statement and set forth a progress report, including work accomplished during the period, percent of each task completed, and planned effort for Exhibit A
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Professional Services Agreement
Form approved by the City Attorney 5-11-20
the next period. Invoices shall identify personnel who have worked on the services provided, the number of hours each worked during the period covered by the invoice, the hourly rate for each person, and the percent of the total project completed, consistent with the rates and amounts shown in Exhibit A. b. The p
ayments prescribed herein shall constitute all compensation to Consultant for all costs of services , including, but not limited to, direct costs of labor of employees engaged by Consultant, travel expenses, telephone charges, copying and reproduction, computer time, and any and all other costs, expenses and charges of Consultant , its agents and employees. In no event shall City be obligated to pay late fees or interest, whether or not such requirements are contained in Consultant’s invoice.
c
. Notwithstanding any other provision in this Agreement to the contrary, the total maximum compensation to be paid for the satisfactory accomplishment and completion of all services to be performed hereunder shall in no event exceed the sum of three million, eight hundred seventy thousand two hundred eighty four dollars and seventy -five cents ($3,870,284.75). The City’s Chief Financial Officer is authorized to pay all proper claims from various Charge Numbers.
3. DO
CUMENTATION; RETENTION OF MATERIALS
a. C
onsultant shall maintain adequate documentation to substantiate all charges as required under Section 2 of this Agreement.
b. C
onsultant shall keep and maintain full and complete documentation and accounting records concerning all extra or special services performed by it that are compensable by other than an hourly or flat rate and shall make such documents and records available to authorized representatives of City for inspection at any reasonable time. c
. Consultant shall maintain the records and any other records related to the performance of this Agreement and shall allow City access to such records during the performance of this Agreement and for a period of four (4) years after completion of all services hereunder.
4. I
NDEMNITY
a. C
onsultant shall, to the fullest extent permitted by law, indemnify, protect, defend and hold harmless City, and its employees, officials and agents ( "Indemnified Parties") from all claims, demands, costs or liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, interest, defense costs, and expert witness fees), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, employees, or agents, in said performance of professional services under this Agreement, excepting only liability arising from the sole negligence, active negligence or intentional misconduct of City.
b. The ex
istence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this Section 4, nor shall the limits of such insurance limit the liability of Consultant hereunder. This Section 4 shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section
Professional Services Agreement
Form approved by the City Attorney 5-11-20
17(b), below. The provisions of this Section 4 shall survive any expiration or termination of this Agreement.
5. INSURANCE
a. Consultant shall maintain in full force and effect all of the insurance coverage described in, and in accordance with, Attachment One, "Insurance Requirements." Maintenance of the insurance coverage set forth in Attachment One is a material element of this Agreement and a material part of the consideration provided by Consultant in exchange for City’s agreement to make the payments prescribed hereunder. Failure by Consultant to (i) maintain or renew coverage, (ii) provide City notice of any changes, modifications, or reductions in coverage, or (iii) provide evidence of renewal, may be treated by City as a material breach of this Agreement by Consultant, whereupon City shall be entitled to all rights and remedies at law or in equity, including but not limited to immediate termination of this Agreement.
Notwithstanding the foregoing, any failure by Consultant to maintain required insurance coverage shall not excuse or alleviate Consultant from any of its other duties or obligations under this Agreement. In the event Consultant , with approval of City pursuant to Section 6 below, retains or utilizes any subcontractors or subconsultants in the provision of any services to City under this Agreement, Consultant shall assure that any s uch subcontractor has first obtained, and shall maintain, all of the insurance coverages set forth in the Insurance Requirements in Attachment One.
b. Consultant agrees that any available insurance proceeds broader than or in excess of the coverages set forth in the Insurance Requirements in Attachment One shall be available to the additional insureds identified therein.
c. Consultant agrees that the insurance coverages and limits provided under this Agreement are the greater of: (i) the coverages and limits specified in Attachment One, or (ii) the broader coverages and maximum limits of coverage of any insurance policy or proceeds available to the name insureds.
6. ASSIGNMENT
Consultant shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City, in City’s sole and absolute discretion. Consultant agrees that the City shall have the right to approve any and all subcontractors and subconsultants to be used by Consultant in the performance of this Agreement before Consultant contracts with or otherwise engages any such subcontractors or subconsultants.
7. NOTICES
Except as otherwise provided in this Agreement, any notice, submittal or communication required or permitted to be served on a party, shall be in writing and may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first-class postage, and addressed as indicated below, and depositing in the United States mail to:
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Professional Services Agreement
Form approved by the City Attorney 5-11-20
City Representative:
Pam Lorence
ASO, Police
City of Santa Rosa
965 Sonoma Avenue
Santa Rosa, CA 95404
707-543-3577
[email protected]
Consultant Representative:
Chris Morton
Strategic Account Manager
Axon Enterprise, Inc.
17800 N. 85th Street
Scottsdale, AZ 85255
206-310-6165
[email protected]
8 . INDEPENDENT CONTRACTOR
a. I
t is understood and agreed that Consultant (including Consultant’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither Consultant nor Consultant’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Consultant under the provisions of this Agreement, and Consultant shall be issued a Form 1099 for its services hereunder. As an independent contractor, Consultant hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Consultant’s employees or by any third party, including but not limited to any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any services under this Agreement.
b. I
t is further understood and agreed by the parties hereto that Consultant, in the per
formance of Consultant’s obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished under this Agreement, but not as to the means, methods, or sequence used by Consultant for accomplishing such results. To the extent that Consultant obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Consultant’s sole discretion based on the Consultant’s determination that such use will promote Consultant ’s efficiency and effectiveness.
Except as may be specifically provided elsewhere in this Agreement, the City does not require that Consultant use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
c. I
f, in the performance of this Agreement, any third persons are employed by C
onsultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant . Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Consultant. It is further understood and agreed that Consultant shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Consultant’s assigned personnel and subcontractors.
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Professional Services Agreement
Form approved by the City Attorney 5-11-20
d. The provisions of this Section 8 shall survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to create an exclusive relationship between City and Consultant. Consultant may represent, perform services for, or be employed by such additional persons or companies as Consultant sees fit.
9. A
DDITIONAL SERVICES
C
hanges to the Scope of Services shall be by written amendment to this Agreement and shall be paid on an hourly basis at the rates set forth in Exhibit A , or paid as otherwise agreed upon by the parties in writing prior to the provision of any such additional services.
10. S
UCCESSORS AND ASSIGNS
Cit
y and Consultant each binds itself, its partners, successors, legal representatives and assigns to the other party to this Agreement and to the partners, successors, legal representatives and assigns of such other party in respect of all promises and agreements contained herein.
11. T
ERM, SUSPENSION, TERMINATION
a. Thi
s Agreement shall become effective on the date that it is made, set forth on the first page of the Agreement, and shall continue in effect until both parties have fully performed their respective obligations under this Agreement, unless sooner terminated as provided herein. b. C
ity shall have the right at any time to temporarily suspend Consultant ’s performance hereunder, in whole or in part, by giving a written notice of suspension to Consultant. If City gives such notice of suspension, Consultant shall immediately suspend its activities under this Agreement, as specified in such notice.
c. C
ity shall have the right to terminate this Agreement for convenience at any time by giving a written notice of termination to Consultant . Upon such termination, Consultant shall submit to City an itemized statement of services performed as of the date of termination in accordance with Section 2 of this Agreement. These services may include both completed work and work in progress at the time of termination. City shall pay Consultant for any services for which compensation is owed; provided, however, City shall not in any manner be liable for lost profits that might have been made by Consultant had the Agreement not been terminated or had Consultant completed the services required by this Agreement. Consultant shall promptly deliver to City all documents related to the performance of this Agreement in its possession or control. All such documents shall be the property of City without additional compensation to Consultant.
12. T
IME OF PERFORMANCE
The
services described herein shall be provided during the period, or in accordance with the schedule, set forth in Exhibit A . Consultant shall complete all the required services and tasks and complete and tender all deliverables to the reasonable satisfaction of City, not later than April 30, 2029.
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Professional Services Agreement
Form approved by the City Attorney 5-11-20
13. STANDARD OF PERFORMANCE
C
onsultant shall perform all services performed under this Agreement in the manner and according to the standards currently observed by a competent practitioner of Consultant’s profession in California. All products of whatsoever nature that Consultant delivers to City shall be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Consultant’s profession, and shall be provided in accordance with any schedule of performance. Consultant shall assign only competent personnel to perform services under this Agreement. Consultant shall notify City in writing of any changes in Consultant’s staff assigned to perform the services under this Agreement prior to any such performance. In the event that City, at any time, desires the removal of any person assigned by Consultant to perform services under this Agreement, because City, in its sole discretion, determines that such person is not performing in accordance with the standards required herein, Consultant shall remove such person immediately upon receiving notice from City of the desire of City for the removal of such person. 1 4. CONFLICTS OF INTEREST
C
onsultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, that would conflict in any manner with the interests of City or that would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor, without the written consent of City. Consultant agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement. 1 5. CONFLICT OF INTEREST REQUIREMENTS
a. Generally. The City’s Conflict of Interest Code requires that individuals who qualify as "consultants" under the Political Reform Act, California Government Code sections 87200 et seq., comply with the conflict of interest provisions of the Political Reform Act and the City’s Conflict of Interest Code, which generally prohibit individuals from making or participating in the making of decisions that will have a material financial effect on their economic interests. The term "consultant" generally includes individuals who make governmental decisions or who serve in a staff capacity. b
. Conflict of Interest Statements . The individual(s) who will provide services or perform work pursuant to this Agreement are "consultants" within the meaning of the Political Reform Act and the City’s Conflict of Interest Code:
____ y es _X ___ no (check one)
If "y
es" is checked by the City, Consultant shall cause the following to occur within 30 days after execution of this Agreement:
(
1) Identify the individuals who will provide services or perform work under this Agreement as "consultants"; and
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Professional Services Agreement
Form approved by the City Attorney 5-11-20
(2) Cause these individuals to file with the City Clerk the assumin g office statements of economic interests required by the City’s Conflict of Interest Code.
Ther
eafter, throughout the term of the Agreement, Consultant shall cause these individuals to file with the City Clerk annual statements of economic interests, and "leaving office" statements of economic interests, as required by the City’s Conflict of Interest Code.
The
above statements of economic interests are public records subject to public disclosure under the California Public Records Act. The City may withhold all or a portion of any payment due under this Agreement until all required statements are filed.
16. CO
NFIDENTIALITY OF CITY INFORMATION
D
uring performance of this Agreement, Consultant may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as "City Information") that are valuable, special and unique assets of the City. Consultant agrees to protect all City Information and treat it as strictly confidential, and further agrees that Consultant shall not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party without the prior written consent of City. In addition, Consultant shall comply with all City policies governing the use of the City network and technology systems. A violation by Consultant of this Section 16 shall be a material violation of this Agreement and shall justify legal and/or equitable relief.
17. CO
NSULTANT INFORMATION
a. C
ity shall have full ownership and control, including ownership of any copyrights, of all information solely and exclusively created by Consultant pursuant to this Agreement. In this Agreement, the term "information" shall be construed to mean and include: any and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any form of information, communications, or representation, including letters, works, pictures , drawings, sounds, or symbols, or any combination thereof. Consultant shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.
b. Consultant shall fully defend, indemnify and hold harmless City, its officers and employees, and each and every one of them, from and against any and all claims, ac tions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Consultant pursuant to this Agreement infringes upon any third party’s trademark, trade name, copyright, patent or other intellec tual property rights. City shall make reasonable efforts to notify Consultant not later than ten (10) day s after City is served with any such claim, action, lawsuit or other proceeding, provided that City’s failure to provide s uch notice within such time period shall not relieve Consultant of its obligations hereunder, which shall survive any termination or expiration of this Agreement.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
c. All proprietary and other information received from Consultant by City, whether received in connection with Consultant’s proposal , will be disclosed upon receipt of a request for disclosure, pursuant to the California Public Records Act; provided, how ever, that, if any information is set apart and clearly marked "trade secret" when it is provided to City, City shall give notice to Consultant of any request for the disclosure of such information. Consultant shall then have five (5) days from the date it receives such notice to enter into an agreement with the City, satisfactory to the City Attorney, providing for the defense of, and complete indemnification and reimbursement for all costs (including plaintiff’s attorneys’ fees) incurred by City in any legal action to compel the disclosure of such information under the California Public Records Act. Consultant shall have sole responsibility for defense of the actual "trade secret" designation of such information.
d. The parties understand and agree that any failure by Consultant to respond to the notice provided by City and/or to enter into an agreement with City, in accordance with the provisions of subsection c, above, shall constitute a complete waiver by Consultant of any rights regarding the information designated "trade secret" by Consultant, and such information shall be disclosed by City pursuant to applicable procedures required by the Public Records Act.
18. MISCELLANEOUS
a. Entire Agreement. This Agreement contains the entire agreement between the parties.
Any and all verbal or written agreements made prior to the date of this Agreement are superseded by this Agreement and shall have no further effect.
b. Modification. No modification or change to the terms of this Agreement will be binding on a party unless in writing and signed by an authorized representative of that party.
c. Compliance with Laws. Consultant shall perform all services described herein in compliance with all applicable federal, state and local laws, rules, regulations, and ordinances, including but not limited to, (i) the Americans with Disabilities Act of 1990 (42 U.S.C. 12101, et seq.) ("ADA"), and any regulations and guidelines issued pursuant to the ADA; and (ii) Labor Code sections 1720, et seq., which require prevailing wages (in accordance with DIR determinations at www.dir.ca.gov) be paid to any employee performing work covered by Labor Code sections 1720 et seq. Consultant shall pay to the City when due all business taxes payable by Consultant under the provisions of Chapter 6- 04 of the Santa Rosa City Code. The City may deduct any delinquent business taxes, and any penalties and interest added to the delinquent taxes, from its payments to Consultant.
d. Discrimination Prohibited. With respect to the provision of services under this Agreement, Consultant agrees not to discriminate against any person because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of that person.
e. Governing Law; Venue. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or
Professional Services Agreement
Form approved by the City Attorney 5-11-20
connected with this Agreement shall lie exclusively in the state trial court in Sonoma County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court.
f. Waiver of Rights. Neither City acceptance of, or payment for, any service or performed by Consultant, nor any waiver by either party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
g. Incorporation of Attachments and Exhibits. The attachments and exhibits to this Agreement a re incorporated and made part of this Agreement, subject to terms and provisions herein contained.
19. AUTHORITY; SIGNATURES REQUIRED FOR CORPORATIONS
Consultant hereby represents and warrants to City that it is (a) a duly organized and validly existing Corporation, formed and in good standing under the laws of the State of Delaware , (b) has the power and authority and the legal right to conduct the business in which it is currently engaged, and (c) has all requisite power and authority and the legal right to consummate the transactions contemplated in this Agreement. Consultant hereby further represents and warrants that this Agreement has been duly authorized, and when executed by the signatory or signatories listed below, shall constitute a valid agreement binding on Consultant in accordance with the terms hereof.
If this Agree ment is entered into by a corporation, it shall be signed by two corporate officers, one from each of the following two groups: a) the chairman of the board, president or any vice- president; b) the secretary, any assistant secretary, chief financial officer, or any assistant treasurer. The title of the corporate officer shall be listed under the signature.
20. COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement and future documents relating thereto may be executed in two or more counterparts, each of which will be deemed an original and all of which together constitute one Agreement. Counterparts and/or signatures delivered by facsimile, pdf or City-approved electronic means have the same force and effect as the use of a manual signature. Both City and Consultant wish to permit this Agreement and future documents relating thereto to be electronically signed in accordance with applicable federal and California law. Either Party to this Agreement may revoke its permission to use electronic signatures at any time for future documents by providing notice pursuant to the Agreement.
The Parties agree that electronic signatures, by their respective signatories are intended to authenticate such signatures and to give rise to a valid, enforceable, and fully effective Agreement. The City reserves the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature.
Executed as of the day and year first above stated.
Professional Services Agreement
Form approved by the City Attorney 5-11-20
CONSULTANT:
Name of Firm:_Axon Enterprise, Inc._____
TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____Partnership
_X____Corporation
_____ Limited Liability Company
_____ Other (please specify: ___________)
Signatures of Authorized Persons:
By: _____________________________
Print Name:__Josh Isner_____________
Title: _EVP, Global Sales____________
By: _____________________________
Print Name:_Robert Driscoll__________
Title: ___VP, Assoc General Counsel,
Secy.______________________
City of Santa Rosa Business Tax Cert. No.
__________________________________
CITY OF SANTA ROSA
a Municipal Corporation
By:________________________________
Print Name:_Chris Rogers_____________
Title:__Mayor________________________
APPROVED AS TO FORM:
____________________________
Office of the City Attorney
ATTEST:
____________________________
City Clerk
__NA___________________________
Attachments:
Attachment One - Insurance Requirements
Exhibit A - Scope of Services and Compensation
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
ATTACHMENT ONE
INSURANCE REQUIREMENTS FOR
PROFESSIONAL SERVICES AGREEMENTS
A. Insurance Policies: Consultant shall, at all times during the terms of this Agreement, maintain and keep in full force and effect, the following policies of insurance with minimum coverage as indicated below and issued by insurers with AM Best ratings of no less than A-:VI or otherwise acceptable to the City.
Insurance
Minimum
Coverage Limits
Additional Coverage Requirements
1. Commercial
general liability
$ 1 million per
occurrence
Coverage must be at least as broad as ISO CG
00 01 and must include completed operations
coverage. If insurance applies separately to a
project/location, aggregate may be equal to per
occurrence amount. Coverage may be met
by a combination of prima ry and umbrella
or excess insurance but umbrella and
excess shall provide coverage at least as
broad as specified for underlying coverage.
Coverage shall not exclude subsidence.
$ 2 million
aggregate
2. Business auto
coverage
$ 1 million ISO Form Number CA 00 01 covering any auto
(Code 1), or if Consultant has no owned autos,
hired, (Code 8) and non-owned autos (Code 9),
with limit no less than $ 1 million per accident
for bodily injury and property damage.
3. Professional liability
(E&O)
$ 1 million per
claim
Consultant shall provide on a policy form
appropriate to profession. If on a claims made
basis, Insurance must show coverage date
prior to start of work and it must be maintained
for three years after completion of work.
$ 1 million
aggregate
4. Workers’
compensation and
employer’s liability
$ 1 million As required by the State of California, with Statutory Limits and Employer’s Liability
Insurance with limit of no less than $ 1 million
per accident for bodily injury or disease . The
Workers’ Compensation policy shall be
endorsed with a waiver of subrogation in favor
of the City for all work performed by the
Consultant, its employees, agents and
subcontractors.
B. Endorsements:
1. All policies shall provide or be endorse d to provide that c overage shall not be canceled, except after prior written notice has been provided to the City in accordance with the policy provisions.
Attachment One to Professional Services Agreement
Form approved by the City Attorney 4-14-14
2. Liability, umbrella and excess policies shall provide or be endorsed to provide the following:
a. For any claims related to this project, Consultant’s insurance coverage shall be primary and any insurance or self -insurance maintained by City shall be excess of the Consultant’s insurance and shall not contribute with it; and,
b. The City of Santa Rosa, its off icers, agents, employees and volunteers are to be covered as additional insureds on the CGL policy. General liability coverage can be provided in the form of an endorsement to Consultant’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used.
C. Verification of Coverage and Certificates of Insurance: Consultant shall furnish City with original certificates and endorsements effecting coverage required above.
Certificates and endorsements shall make reference to policy numbers. All certificates and endorsements are to be received and approved by the City before work commences and must be in effect for the duration of the Agreement. The City reserves the right to require complete copies of all required policies and endorsements.
D. Other Insurance Provisions:
1. No policy required by this Agreement shall prohibit Consultant from waiving any right of recovery prior to loss. Consultant hereby waives such right with regard to the indemnitees.
2. All insurance coverage amounts provided by Consultant and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement limits the application of such insurance coverage. Defense costs must be paid in addition to coverage amounts.
3. Policies containing any self -insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either Consultant or City.
Self-insured retentions above $10,000 must be approved by City. At City’s option, Consultant may be required to provide financial guarantees.
4. Sole Proprietors must provide a representation of their Workers’ Compensation Insurance exempt status.
5. City reserves the ri ght to modify these insurance requirements while this Agreement is in effect, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Q-378314-44642.954CM
Issued: 03/22/2022
Quote Expiration: 09/15/2022
Estimated Contract Start Date: 10/15/2022
Account Number: 106429
Payment Terms: N30
Delivery Method: Fedex - Ground
SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-965 Sonoma Ave Santa Rosa Police Dept. - CA Chris Morton Tommy Isachsen 965 Sonoma Ave 965 Sonoma Ave Phone: +1 2063106165 Phone: (707) 543-3600 Santa Rosa, CA 95404-4803 Santa Rosa, CA 95404-4803 Email: [email protected] Email: [email protected] USA USA Fax: Fax:
Email:
Quote Summary Discount Summary
Program Length 86 Months Average Savings Per Year $351,298.37 TOTAL COST $3,870,284.75
ESTIMATED TOTAL W/ TAX $3,870,284.75 TOTAL SAVINGS $2,517,638.34 Payment Summary
Date Subtotal Tax Total
Sep 2022 $360,851.52 $0.00 $360,851.52
Apr 2023 $154,752.01 $0.00 $154,752.01
Nov 2023 $360,851.52 $0.00 $360,851.52
Apr 2024 $154,752.01 $0.00 $154,752.01
Nov 2024 $360,851.52 $0.00 $360,851.52
Dec 2024 $85,571.88 $0.00 $85,571.88
Apr 2025 $154,752.01 $0.00 $154,752.01
Nov 2025 $446,423.40 $0.00 $446,423.40
Apr 2026 $154,752.01 $0.00 $154,752.01
Nov 2026 $446,423.40 $0.00 $446,423.40
Jan 2027 $3,713.96 $0.00 $3,713.96
Axon Enterprise, Inc.
17800 N 85th St.
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
EXHIBIT A
Payment Summary
Date Subtotal Tax Total
Apr 2027 $154,752.01 $0.00 $154,752.01
Nov 2027 $450,137.36 $0.00 $450,137.36
Apr 2028 $83,092.20 $0.00 $83,092.20
Nov 2028 $450,137.36 $0.00 $450,137.36
Apr 2029 $48,470.58 $0.00 $48,470.58
Total $3,870,284.75 $0.00 $3,870,284.75
Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 360 09/15/2022 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 75015 SIGNAL SIDEARM KIT 180 09/15/2022 2021 Unlimited7+ 10 Year Bundle 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 2 09/15/2022 2021 Unlimited7+ 10 Year Bundle 75015 SIGNAL SIDEARM KIT 1 09/15/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 209 09/15/2022 AB3 Camera Bundle 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 209 09/15/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 190 09/15/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 24 09/15/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 24 09/15/2022 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 360 11/15/2022 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 360 11/15/2022 Fleet 3 Advanced 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 62 04/01/2023 Fleet 3 Advanced 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 62 04/01/2023 Fleet 3 Advanced 72034 FLEET SIM INSERTION, VZW 62 04/01/2023 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 360 11/15/2023 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 360 11/15/2023 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20242 TASER CERTIFICATION PROGRAM YEAR 6-10 HARDWARE 180 11/15/2024 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73310 AXON CAMERA REFRESH TWO 186 11/15/2024 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73688 MULTI-BAY BWC DOCK 2ND REFRESH 23 11/15/2024 2021 Unlimited7+ 10 Year Bundle 73310 AXON CAMERA REFRESH TWO 1 11/15/2024 2021 Unlimited7+ 10 Year Bundle 73688 MULTI-BAY BWC DOCK 2ND REFRESH 1 11/15/2024 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73345 AXON CAMERA REFRESH THREE 186 05/15/2027 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73347 MULTI-BAY BWC DOCK 3RD REFRESH 23 05/15/2027 2021 Unlimited7+ 10 Year Bundle 73345 AXON CAMERA REFRESH THREE 1 05/15/2027 2021 Unlimited7+ 10 Year Bundle 73347 MULTI-BAY BWC DOCK 3RD REFRESH 1 05/15/2027 Fleet 3 Advanced 72040 FLEET REFRESH, 2 CAMERA KIT 62 04/01/2028 Fleet 3 Advanced 72040 FLEET REFRESH, 2 CAMERA KIT 2 04/01/2028 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73346 AXON CAMERA REFRESH FOUR 186 09/15/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73348 MULTI-BAY BWC DOCK 4TH REFRESH 23 09/15/2029 2021 Unlimited7+ 10 Year Bundle 73346 AXON CAMERA REFRESH FOUR 1 09/15/2029 2021 Unlimited7+ 10 Year Bundle 73348 MULTI-BAY BWC DOCK 4TH REFRESH 1 09/15/2029 Software
Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20248 TASER 7 EVIDENCE.COM LICENSE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20248 TASER 7 EVIDENCE.COM LICENSE 2 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73478 REDACTION ASSISTANT USER LICENSE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73618 CITIZEN FOR COMMUNITIES USER LICENSE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73680 RESPOND DEVICE PLUS LICENSE- 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73681 AXON RECORDS FULL 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73682 AUTO TAGGING LICENSE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 1800 10/15/2022 12/14/2029
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73687 EVIDENCE.COM VIEWER LICENSE 1 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73739 PERFORMANCE LICENSE 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 73746 PROFESSIONAL EVIDENCE.COM LICENSE 180 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73478 REDACTION ASSISTANT USER LICENSE 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73618 CITIZEN FOR COMMUNITIES USER LICENSE 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73680 RESPOND DEVICE PLUS LICENSE- 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73682 AUTO TAGGING LICENSE 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 10 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73739 PERFORMANCE LICENSE 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 1 10/15/2022 12/14/2029 Basic License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 16 10/15/2022 12/14/2029 Basic License Bundle 73840 EVIDENCE.COM BASIC LICENSE 16 10/15/2022 12/14/2029 Interview Room 1 Camera Basic 50039 INTERVIEW - SOFTWARE - CLIENT MAINTENANCE (PER
TOUCH PANEL-P
5 10/15/2022 12/14/2029
Interview Room 1 Camera Basic 50039 INTERVIEW - SOFTWARE - CLIENT MAINTENANCE (PER
TOUCH PANEL-P
1 10/15/2022 12/14/2029
Interview Room 1 Camera Basic 50043 INTERVIEW - SOFTWARE - STREAMING SERVER
MAINTENANCE (PER SER
2 10/15/2022 12/14/2029
Interview Room 1 Camera Basic 50045 INTERVIEW - SOFTWARE - UNLMITED E.COM STORAGE (PER
CAMERA)
5 10/15/2022 12/14/2029
Interview Room 1 Camera Basic 50045 INTERVIEW - SOFTWARE - UNLMITED E.COM STORAGE (PER
CAMERA)
2 10/15/2022 12/14/2029
Interview Room 1 Camera Basic 73840 EVIDENCE.COM BASIC LICENSE 1 10/15/2022 12/14/2029 Pro License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 27 10/15/2022 12/14/2029 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 9 10/15/2022 12/14/2029 A la Carte 85760 Auto-Transcribe Unlimited Service 181 10/15/2022 12/14/2029 Fleet 3 Advanced 80400 FLEET, VEHICLE LICENSE, LICENSE 62 05/01/2023 04/30/2028 Fleet 3 Advanced 80401 FLEET 3, ALPR LICENSE, 1 CAMERA, LICENSE 62 05/01/2023 04/30/2028 Fleet 3 Advanced 80402 RESPOND DEVICE LICENSE - FLEET 3 - LICENSE 62 05/01/2023 04/30/2028 Fleet 3 Advanced 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 124 05/01/2023 04/30/2028 Fleet 3 Advanced Renewal 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 124 04/01/2028 12/14/2029 Fleet 3 Advanced Renewal 80400 FLEET, VEHICLE LICENSE, LICENSE 62 05/01/2028 12/14/2029 Fleet 3 Advanced Renewal 80401 FLEET 3, ALPR LICENSE, 1 CAMERA, LICENSE 62 05/01/2028 12/14/2029 Fleet 3 Advanced Renewal 80402 RESPOND DEVICE LICENSE - FLEET 3 - LICENSE 62 05/01/2028 12/14/2029 Services
Bundle Item Description QTY
2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 180 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80190 Evidence.com Channel Services 1
Services
Bundle Item Description QTY
2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80223 INACTIVE CHANNEL LICENSE 1 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80225 ACTIVE CHANNEL LICENSE 1 2021 Unlimited7+ 10 Year Bundle 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 1 2021 Unlimited7+ 10 Year Bundle 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 2021 Unlimited7+ 10 Year Bundle 80190 Evidence.com Channel Services 1 2021 Unlimited7+ 10 Year Bundle 80223 INACTIVE CHANNEL LICENSE 1 2021 Unlimited7+ 10 Year Bundle 80225 ACTIVE CHANNEL LICENSE 1 Fleet 3 Advanced 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 62 Fleet 3 Advanced Renewal 73392 FLEET 3 UPGRADE INSTALLATION (PER VEHICLE) 62 Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80464 EXT WARRANTY, CAMERA (TAP) 180 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80464 EXT WARRANTY, CAMERA (TAP) 6 10/15/2022 12/14/2029 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 23 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 80464 EXT WARRANTY, CAMERA (TAP) 1 10/15/2022 12/14/2029 2021 Unlimited7+ 10 Year Bundle 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 1 10/15/2022 12/14/2029 Interview Room 1 Camera Basic 50448 EXT WARRANTY, INTERVIEW ROOM 5 10/15/2022 12/14/2029 Interview Room 1 Camera Basic 50448 EXT WARRANTY, INTERVIEW ROOM 2 10/15/2022 12/14/2029 A la Carte 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 10/15/2022 12/14/2029 A la Carte 80395 EXT WARRANTY, TASER 7 HANDLE 186 10/15/2022 12/14/2029 A la Carte 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 10/15/2022 12/14/2029 Fleet 3 Advanced 80379 EXT WARRANTY, FLEET 2 SIGNAL UNIT 62 04/01/2024 12/14/2029 Fleet 3 Advanced 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 62 04/01/2024 12/14/2029 Fleet 3 Advanced 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 2 04/01/2024 12/14/2029
Payment Details
Sep 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 - Unlimited7+ 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 1 - Unlimited7+ 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 1 - Unlimited7+ OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 1 - Unlimited7+ Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 1 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 1 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 1 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 1 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 1 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $360,851.52 $0.00 $360,851.52
Apr 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 - Fleet 3 Fleet3A Fleet 3 Advanced 62 $154,752.01 $0.00 $154,752.01 Total $154,752.01 $0.00 $154,752.01
Nov 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 - Unlimited7+ 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 2 - Unlimited7+ 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 2 - Unlimited7+ OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 2 - Unlimited7+ Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 2 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 2 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 2 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 2 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 2 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $360,851.52 $0.00 $360,851.52
Apr 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 - Fleet 3 Fleet3A Fleet 3 Advanced 62 $154,752.01 $0.00 $154,752.01 Total $154,752.01 $0.00 $154,752.01
Nov 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Unlimited7+ 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 3 - Unlimited7+ 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 3 - Unlimited7+ OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 3 - Unlimited7+ Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55
Nov 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 3 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 3 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 3 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 3 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $360,851.52 $0.00 $360,851.52
Dec 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 - T7Cert Payment 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 $0.00 $0.00 $0.00 Year 4 - T7Cert Payment 80395 EXT WARRANTY, TASER 7 HANDLE 186 $0.00 $0.00 $0.00 Year 4 - T7Cert Payment 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 $0.00 $0.00 $0.00 Year 4 - T7Cert Payment OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $85,571.88 $0.00 $85,571.88 Total $85,571.88 $0.00 $85,571.88
Apr 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Fleet 3 Fleet3A Fleet 3 Advanced 62 $154,752.01 $0.00 $154,752.01 Total $154,752.01 $0.00 $154,752.01
Nov 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 - T7Cert Payment 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 $0.00 $0.00 $0.00 Year 5 - T7Cert Payment 80395 EXT WARRANTY, TASER 7 HANDLE 186 $0.00 $0.00 $0.00 Year 5 - T7Cert Payment 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 $0.00 $0.00 $0.00 Year 5 - T7Cert Payment OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $85,571.88 $0.00 $85,571.88 Year 4 - OSP 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 4 - OSP 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 4 - OSP OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 4 - OSP Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 4 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 4 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 4 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 4 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 4 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $446,423.40 $0.00 $446,423.40
Apr 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 - Fleet 3 Fleet3A Fleet 3 Advanced 62 $154,752.01 $0.00 $154,752.01 Total $154,752.01 $0.00 $154,752.01
Nov 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 6 - T7Cert Payment 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 $0.00 $0.00 $0.00 Year 6 - T7Cert Payment 80395 EXT WARRANTY, TASER 7 HANDLE 186 $0.00 $0.00 $0.00 Year 6 - T7Cert Payment 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 $0.00 $0.00 $0.00 Year 6 - T7Cert Payment OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $85,571.88 $0.00 $85,571.88 Year 5 - OSP 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 5 - OSP 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 5 - OSP OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 5 - OSP Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 5 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 5 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 5 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 5 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 5 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $446,423.40 $0.00 $446,423.40
Jan 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 6 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $0.00 $0.00 $0.00 Year 6 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Year 6 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $3,713.96 $0.00 $3,713.96 Year 6 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Total $3,713.96 $0.00 $3,713.96
Apr 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 - Fleet 3 Fleet3A Fleet 3 Advanced 62 $154,752.01 $0.00 $154,752.01 Total $154,752.01 $0.00 $154,752.01
Nov 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 7 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $0.00 $0.00 $0.00 Year 7 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Year 7 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $3,713.96 $0.00 $3,713.96 Year 7 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Year 7 - T7Cert Payment 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 $0.00 $0.00 $0.00 Year 7 - T7Cert Payment 80395 EXT WARRANTY, TASER 7 HANDLE 186 $0.00 $0.00 $0.00 Year 7 - T7Cert Payment 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 $0.00 $0.00 $0.00 Year 7 - T7Cert Payment OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $85,571.88 $0.00 $85,571.88 Year 6 - OSP 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 6 - OSP 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 6 - OSP OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 6 - OSP Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 6 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 6 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00
Nov 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 6 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 6 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 6 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $450,137.36 $0.00 $450,137.36
Apr 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 6 - Fleet 3 Fleet3ARe Fleet 3 Advanced Renewal 62 $83,092.20 $0.00 $83,092.20 Total $83,092.20 $0.00 $83,092.20
Nov 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 8 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $0.00 $0.00 $0.00 Year 8 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Year 8 - IR Payment IR1CB Interview Room 1 Camera Basic 5 $3,713.96 $0.00 $3,713.96 Year 8 - IR Payment IR1CB Interview Room 1 Camera Basic 2 $0.00 $0.00 $0.00 Year 8 - T7Cert Payment 80374 EXT WARRANTY, TASER 7 BATTERY PACK 216 $0.00 $0.00 $0.00 Year 8 - T7Cert Payment 80395 EXT WARRANTY, TASER 7 HANDLE 186 $0.00 $0.00 $0.00 Year 8 - T7Cert Payment 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 3 $0.00 $0.00 $0.00 Year 8 - T7Cert Payment OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $85,571.88 $0.00 $85,571.88 Year 7 - OSP 20470 UNLIMITED 7 + TRUE UP 1 180 $0.00 $0.00 $0.00 Year 7 - OSP 20472 UNLIMITED 7 + 10Y TRUE UP 1 1 $0.00 $0.00 $0.00 Year 7 - OSP OSP7+10Year 2021 - OFFICER SAFETY PLAN 7 PLUS 10 Year 180 $351,495.76 $0.00 $351,495.76 Year 7 - OSP Unlimited7+10yr 2021 Unlimited7+ 10 Year Bundle 1 $1,928.55 $0.00 $1,928.55 Year 7 - Axon 85760 Auto-Transcribe Unlimited Service 181 $0.00 $0.00 $0.00 Year 7 - Axon AB3C AB3 Camera Bundle 190 $0.00 $0.00 $0.00 Year 7 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 7 - Axon BasicLicense Basic License Bundle 16 $3,015.41 $0.00 $3,015.41 Year 7 - Axon ProLicense Pro License Bundle 9 $4,411.80 $0.00 $4,411.80 Total $450,137.36 $0.00 $450,137.36
Apr 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 7 - Fleet 3 Fleet3ARe Fleet 3 Advanced Renewal 62 $48,470.58 $0.00 $48,470.58 Total $48,470.58 $0.00 $48,470.58
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.
Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at
www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.
ACEIP:
The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.
Acceptance of Terms:
Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.
\s1\ \d1\
Signature Date Signed
3/22/2022
ATTENTION
This order may qualify for freight shipping, please fill out the following information.
Who is the receiving contact and what is the contact phone number for this shipment?
What are the receiving hours of operation?
Is a loading dock available for this incoming shipment? If yes, are you able to unload pallets from the trailer or will the driver need to assist with unload?
Do you have a forklift and/or pallet jack to transport pallets into your facility?
Are there any delivery restrictions (no 53' trailers, no box trucks, etc.)?
1 FLEET STATEMENT OF WORK BETWEEN AXON ENTERPRISE AND AGENCY Introduction
This Statement of Work (“SOW”) has been made and entered into by and between Axon Enterprise, Inc. (“AXON”), and Santa Rosa Police Dept. - CA the (“AGENCY”) for the purchase of the Axon Fleet in-car video solution (“FLEET”) and its supporting information, services and training. (AXON Technical Project Manager/The AXON installer)
Purpose and Intent
AGENCY states, and AXON understands and agrees, that Agency’s purpose and intent for entering into this SOW is for the AGENCY to obtain from AXON deliverables, which used solely in conjunction with AGENCY’s existing systems and equipment, which AGENCY specifically agrees to purchase or provide pursuant to the terms of this SOW.
This SOW contains the entire agreement between the parties. There are no promises, agreements, conditions, inducements, warranties or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in the SOW.
Acceptance
Upon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form (“Acceptance Form”). AGENCY will sign the Acceptance Form acknowledging that services have been completed in substantial conformance with this SOW and the Agreement. If AGENCY reasonably believes AXON did not complete the professional services in conformance with this SOW, AGENCY must notify AXON in writing of the specific reasons within seven (7) calendar days from delivery of the Acceptance Form. AXON will remedy the issues to conform with this SOW and re-present the Acceptance Form for signature. If AXON does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of the Acceptance Form, AGENCY will be deemed to have accepted the services in accordance to this SOW.
Force Majeure
2 Neither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party’s reasonable control and not avoidable by diligence.
Schedule Change
Each party shall notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in-car Solution installation to be performed pursuant of this Statement of Work.
Axon Fleet Deliverables
Typically, within (30) days of receiving this fully executed SOW, an AXON Technical Project Manager will deliver to AGENCY’s primary point of contact via electronic media, controlled documentation, guides, instructions and videos followed by available dates for the initial project review and customer readiness validation. Unless otherwise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only.
Security Clearance and Access
Upon AGENCY’s request, AXON will provide the AGENCY a list of AXON employees, agents, installers or representatives which require access to the AGENCY’s facilities in order to perform Work pursuant of this Statement of Work. AXON will ensure that each employee, agent or representative has been informed or and consented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCY‘s facilities. AGENCY is responsible for providing AXON with all required instructions and documentation accompanying the security background check’s requirements.
Training
AXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train-the-trainer style method unless otherwise agreed upon between the AGENCY and AXON.
Local Computer
3 AGNECY is responsible for providing a mobile data computer (MDC) with the same software, hardware, and configuration that AGENCY personnel will use with the AXON system being installed. AGENCY is responsible for making certain that any and all security settings (port openings, firewall settings, antivirus software, virtual private network, routing, etc.) are made prior to the installation, configuration and testing of the aforementioned deliverables.
Network
AGENCY is responsible for making certain that any and all network(s) route traffic to appropriate endpoints and AXON is not liable for network breach, data interception, or loss of data due to misconfigured firewall settings or virus infection, except to the extent that such virus or infection is caused, in whole or in part, by defects in the deliverables.
Cradlepoint Router
When applicable, AGENCY must provide AXON Installers with temporary administrative access to Cradlepoint’s NetCloud Manager to the extent necessary to
perform Work pursuant of this Statement of Work.
Evidence.com
AGENCY must provide AXON Installers with temporary administrative access to Axon Evidence.com to the extent necessary to perform Work pursuant of this SOW.
Wireless Upload System
If purchased by the AGENCY, on such dates and times mutually agreed upon by the parties, AXON will install and configure into AGENCY’s existing network a wireless network infrastructure as identified in the AGENCY’s binding quote based on conditions of the sale.
VEHICLE INSTALLATION
Preparedness
4 On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer less weapons and items of evidence.
Vehicle(s) will be deemed ‘out of service’ to the extent necessary to perform Work pursuant of this SOW.
Existing Mobile Video Camera System Removal
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer which will remove from said vehicles all components of the existing mobile video camera system unless otherwise agreed upon by the AGENCY.
Major components will be salvaged by the AXON Installer for auction by the AGENCY. Wires and cables are not considered expendable and will not be salvaged. Salvaged components will be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space.
Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s systems’ operation to identify and operate, documenting any existing component or system failures and in detail, identify which components of the existing mobile video camera system will be removed by the AXON Installer.
In-Car Hardware/Software Delivery and Installation
On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer, who will install and configure in each vehicle in accordance with the specifications detailed in the system’s installation manual and its relevant addendum(s). Applicable in-car hardware will be installed and configured as defined and validated by the AGENCY during the pre-deployment discovery process.
If a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays due to a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCY. If the AXON Installer determines that a vehicle is not properly prepared for installation (“Not Fleet Ready”), such as a battery not being properly charged or properly up-fit for in-service, field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installation shall be agreed upon by the parties.
5 Upon completion of installation and configuration, AXON will systematically test all installed and configured in-car hardware and software to ensure that ALL functions of the hardware and software are fully operational and that any deficiencies are corrected unless otherwise agreed upon by the AGENCY, installation, configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation.
Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle’s existing systems’ operation to identify, document any existing component or vehicle systems’ failures. Prior to any vehicle up-fitting the AXON Installer will introduce the system’s components, basic functions, integrations and systems overview along with reference to AXON approved, AGENCY manuals, guides, portals and videos. It is both the responsibility of the AGENCY and the AXON Installer to agree on placement of each components, the antenna(s), integration recording trigger sources and customer preferred power, ground and ignition sources prior to permanent or temporary installation of an Axon Fleet camera solution in each vehicle type.
Agreed placement will be documented by the AXON Installer.
AXON welcomes up to 5 persons per system operation training session per day, and unless otherwise agreed upon by the AGENCY, the first vehicle will be used for an installation training demonstration. The second vehicle will be used for an assisted installation training demonstration. The installation training session is customary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations. 6 The customary training session does not ‘certify’ a non-AXON Installer, customer-employed Installer or customer 3rd party Installer, since the AXON Fleet products does not offer an Installer certification program. Any work performed by non-AXON Installer, customer-employed Installer or customer 3rd party Installer is not warrantied by AXON, and AXON is not liable for any damage to the vehicle and its existing systems and AXON Fleet hardware.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 1 of 22
This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote (“ Effective Date”). Axon and Agency are each a “ Party” and collectively “ Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:
1. D efinitions .
1.1. “ Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.
1.2. “ Axon Device” means all hardware provided by Axon under this Agreement.
1.3. “ Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices.
Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors.
1.4. “ Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.
2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated (“Term”).
2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”).
2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then- current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.
3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.
4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.
5. S hipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote.
6. R
eturns . All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.
7. W arranty.
7.1. Limited Warranty; Disclaimer . Axon warrants that Axon- manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm and Axon- manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly.
Extended warranties run from the expiration of the 1- year hardware warranty through the extended warranty term. All software and Axon Cloud Services, are provided "AS IS," wi thout any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non- infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon (“Third- Party Products”) are not covered by Axon’s
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 2 of 22
warranty and are only subject to the warranties of the third-party provider or manufacturer.
7.2. Claims. If Axon receives a valid warranty claim for an Axon- manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon- manufactured Device with the same or like Axon- manufactured Device, at Axon’s option. A replacem ent Axon-manufactured Device will be new or like new.
Axon will warrant the replacement Axon- manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90-days from the date of repair or replacement.
7.2.1. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering an Axon- manufactured Device for service, Agency must upload Axon- manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.
7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“ Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non- functioning units while Agency submits the broken or non- functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section
5. Axon assumes no liability or obligation in the e/vent Agency does not utilize Spare Axon Devices for the intended purpose.
7.4. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number.
Axon’s warranty will be void if Agency resells Axon Devices.
7.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.
7.4.2. Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.
7.5. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.
7.6. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-
and-conditions, if any.
7.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency.
8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 3 of 22
9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.
10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.
11. B undled Offerings . Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.
12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.
13. IP Rights. Axon owns and reserves all right, title, and interest in Axon- manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.
14. I P Indemnification . Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third- party claim alleging that the use of Axon- manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third -party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.
15. A
gency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third- party over Agency’s use of Axon Devices.
16. T ermination.
16.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.
16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.
16.3. Effect of Termination . Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.
17. Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Conf idential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.
18. General.
18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.
18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 4 of 22
18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.
18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.
18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.
This Agreement is binding upon the Parties respective successors and assigns.
18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.
18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities.
18.10. Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
18.11. Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices:
Axon: Axon Enterprise, Inc. Agency: Santa Rosa Police Department Attn: Legal Attn:
17800 N. 85th Street Street Address: 965 Sonoma Ave
Scottsdale, Arizona 85255 City, State, Zip: Santa Rosa, CA 95404 [email protected] Email:
18.12 Entire Agreement . This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.
Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.
AXON: AGENCY:
Axon Enterprise, Inc. Santa Rosa Police Department
Signature:
Signature:
Name: Name:
Title:
Title:
Date:
Date:
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 5 of 22
Axon Cloud Services Terms of Use Appendix
1. Definitions.
1.1. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data.
1.2. “ Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content.
1.3. “ Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities.
Non-Content Data does not include Agency Content.
1.4. “ Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”).
Agency may not upload non-TASER Data to Axon Evidence Lite.
3. A gency Owns Agency Content . Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records.
Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.
4. S
ecurity. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.
5. A
gency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services.
5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.
5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms.
6. Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud- services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 6 of 22
7. Axon Body 3 Wi -Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non- Content and Personal Data will be sent to Skyhook Holdings, Inc. (“ Skyhook”) to facilitate the Wi -Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.
8. S
torage . For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.
9. Loc
ation of Storage . Axon may transfer Agency Content to third- party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency.
10. S
uspe nsion. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third- party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third- party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement.
11. A
xon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.
12. A xon Records . Axon Records is the software- as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, if any, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.
12.1. The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term (“Axon Records Subscription”)
12.2. An “Update” is a generally available release of Axon Records that Axon makes available from time to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency.
12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages.
13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;
13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; Master Services and Purchasing Agreement for Agency
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13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
13.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or
13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.
14. After Termination . Axon will not delete Agency Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90- days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.
15. P
ost -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.
16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal A cquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.
17. S
urvival . Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.
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Axon Customer Experience Improvement Program Appendix
1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, “ACEIP Purposes”). However, at all times, Axon will comply with its obliga tions pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de- identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.
2. A
CEIP Tier 1.
2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain s egments or elements of the Agency Content (collectively, “ ACEIP Content”). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de- identify Agency Content so that the extracted ACEIP Content is no longer reasona bly capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual (“Privacy Preserving Technique(s)”). For illustrative purposes, some examples are described in footnote 1
1. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request.
Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content (“Use Case”). From time to time, Axon may develop and deploy new Use C ases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism
to obtain notice of that update or another commercially reasonable method to Agency designated contact) (“New Use Case”).
2.2. Expiration of ACEIP Tier 1 . Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency.
3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon’s services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency
1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.
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Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de-identified data.
☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2.
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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.
1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date.
2. Axon Full Service ( Axon Full Service) . Axon Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on- site service and a professional services manager to work with Agency to assess Agency’s deployment and determine which on- site service s are appropriate. If Agency requires more than 4 consecutive on- site days, Agency must purchase additional days. Axon Full Service options include:
System set up and configuration
• Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access • One on-site session included
Dock configuration
• Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management
• Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in- house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review
3. Body-Worn Camera Starter Service (Axon Starter) . Axon Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency’s deployment and determine which Services are appropriate. If Agency requires more than 1 day of on- site Services, Agency must purchase additional on- site Services. The Axon Starter options include:
System set up and configuration (Remote Support)
• Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Agency need Master Services and Purchasing Agreement for Agency
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• Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access /Dock configuration
• Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency • Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in- house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one day of on-site services.
5. CEW Services Packages. CEW Services Packages are detailed below:
System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4–6 weeks before rollout Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies
• Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
• Provide training on the Axon Evidence to educate instructors who can support Agency’s subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Package: Virtual assistance included.
6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:
Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.
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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.
Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.
7. Signal Sidearm Installation Service . If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on- site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed- upon installation date(s). Installation includes:
Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device
8. Out of Scope Services . Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.
9. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.
Axon will perform all on- site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours.
10. Access Computer Systems to Perform Services . Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency.
Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.
11. Site Preparation . Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices (“User Documentation”). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare t he location(s) where Axon Devices are to be installed (“ Installation Site”) per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it
12. Acceptance. When Axon completes professional Services, Axon will present an acceptance form (“Acceptance Form”) to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services.
13. Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause.
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Technology Assurance Plan Appendix
If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.
1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1- year hardware limited warranty.
2. O fficer Safety Plan . If Agency purchases an Officer Safety Plan (“OSP”), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.
3. O SP 7 Term . OSP 7 begins on the date specified in the Quote (“OSP 7 Term”).
4. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body -worn camera (“ BWC Upgrade”) as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.
5. T AP Dock Upgrade . If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote (“ Dock Upgrade”). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.
6. U
pgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency.
7. U
pgrade Change . If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.
8. R
eturn of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
9. T
ermination . If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:
9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
9.2. A xon will not and has no obligation to provide the Upgrade Models.
9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.
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TASER 7 Appendix
This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable.
1. Duty Cartridge Replenishment Plan . If the Quote includes “ Duty Cartridge Replenishment Plan ”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.
2. T
raining . If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “ Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically.
3. E
xtended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer’s warranty plus the 4-year extended term.
4. T rade -in. If the Quote contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
5. TASER 7 Subscription Term . The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.
6. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not exceed the number of end users than the Quote specifies.
7. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.
8. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:
8.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.
8.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.
8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan.
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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.
1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency’s Computer-Aided Dispatch (“ CAD”) or Records Management Systems (“ RMS”). This allows end users to auto - populate Axon video meta-data with a case ID, category, and location-based on data maintained in Agency’s CAD or RMS.
2. Support. For thirty days after completing Auto- Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS.
3. Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.
4. Agency Responsibilities. Axon’s performance of Auto-Tagging Services requires Agency to:
4.1. Make available relevant systems, including Agency’s current CAD or RMS, for assessment by Axon (including remote access if possible);
4.2. Make required modifications, upgrades or alterations to Agency’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services;
4.3. Provide access to the premises where Axon is performi ng Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;
4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly install and implement any software updates provided by Axon;
4.6. Ensure that all appropriate data backups are performed;
4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8. Provide Axon with remote access to Agency’s Axon Evidence account when required;
4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and
4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.
5. Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RM S solely for performing Auto- Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency.
Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
If Axon Fleet is included on the Quote, this Appendix applies.
1. Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, “Axon Fleet”) as established by Axon during the qualifier call and on- site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change.
2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.
4. Wireless Offload Server.
4.1. License Grant. Axon grants Agency a non- exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server (“ WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.
4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.
4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS (“WOS Updates”) available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance.
5. Axon Vehicle Software.
5.1. License Grant. Axon grants Agency a non- exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, “Axon Vehicle Software”.) “Use” means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devi ces. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.
5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.
6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within 7 days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 17 of 22
7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the “Fleet Technology Assurance Plan” (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware (“ Axon Fleet Upgrade”) as schedule on the Quote.
7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.
7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
8. Axon Fleet Termination. Axon may terminate Agency’s Fleet subscription for non- payment. Upon any termination:
8.1. Axon Fleet subscription coverage terminates, and no refunds will be given.
8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade.
8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 18 of 22
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.
1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The
Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.
2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Respond to better meet Agency’s needs.
3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’s consent.
4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency’s LTE carrier.
5. Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.
5.1. With re gard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.
6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 19 of 22
Add-on Services Appendix
This Appendix applies if Axon Citizen for Communities, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.
1. Subscription Term . If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency.
1.1. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.
1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on.
2. Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal (“ Portal Content”), within Agency’s Axon Evidence instance. The post -termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.
3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency’s CAD or RMS.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 20 of 22
Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.
1. Subscription Term . If Agency purchases Axon Auto- Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto- Transcribe to Agency. If Agency purchases Axon Auto- Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency.
1.1. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.
2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto- Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. Axon Auto- Transcribe minutes expire one year after being provisioned to Agency by Axon.
3. Axon Unlimited Transcribe. Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto - Transcribe, Agency may utilize Axon Auto- Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third- party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.
4. Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 21 of 22
Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.
1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Agency related to virtual reality (collectively, “Virtual Reality Media”).
2. H eadsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Agency must purchase those headsets from Axon.
3. L icense Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Media licenses from Axon. Agency may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Agency may not:
3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;
3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same;
3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement;
3.4. use trade secret information contained in Virtual Reality Media;
3.5. resell, rent, loan or sublicense Virtual Reality Media;
3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or
3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.
4. Privacy. Agency’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/legal/axon-virtual-reality-privacy-policy.
5. T ermination . Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement.
Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 22 of 22
Axon Channel Services Appendix
This Appendix applies if Agency purchases Axon Channel Service, as set forth on the Quote.
1. Definitions.
1.1. “ Axon Digital Evidence Management System ” means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work.
1.2. “ Active Channel ” means a third- party system that is continuously communicating with an Axon Digital Evidence Management System.
1.3. “ Inactive Channel” means a third-p arty system that will have a one- time communication to an Axon Digital Evidence Management System.
2. Scope. Agency currently has a third- party system or data repository from which Agency desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency’s third- party data into an Axon Digital Evidence Management System or the transfer of Agency data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work (“Channel Services SOW”). Channel Services will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated correctly and retained per Agency policy.
3. Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third- party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Agency’s network and systems to perform the Services described in the Channel Services SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
4. Project Management. Axon will assign a Project Manager to work closely with Agency’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget.
5. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.
6. Monitoring. Axon may monitor Agency’s use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement.
Agency agrees not to interfere with such monitoring or obscure from Axon Agency’s use of channel services.
7. Agency’s Responsibilities. Axon’s successful performance of the Channel Services requires Agency:
7.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);
7.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services);
7.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;
7.4. Ensure all appropriate data backups are performed;
7.5. Provide Axon with remote access to the Agency’s network and third-party systems when required for Axon to perform the Channel Services;
7.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and
7.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, and operators to provide timely, accurate, complete, and up- to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services).