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Reso 200-2021 (21-849)
City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 200-2021 File Number: 21-849 Enactment Number: RES 200-2021 RESOLUTION APPROVING A FIVE-YEAR PURCHASING AGREEMENT FOR BODY -WORN CAMERAS (BWC), MOBILE AUDIO AND VIDEO (MAV) EQUIPMENT, VIDEO SOFTWARE, AND CLOUD STORAGE SERVICES WITH AXON ENTERPRISE INC. IN AN AMOUNT NOT TO EXCEED $710,660; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT. WHEREAS, in 2016, a San Mateo County Civil Grand Jury investigation and report called for law enforcement agencies in San Mateo County to implement body -worn camera programs if they did not already have one in place; and WHEREAS, the current integrated MAV and BWC system in use by the Police Department is five years old and needs to be replaced; and WHEREAS, Section 4.04.080 of the South San Francisco Municipal Code (SSFMC) permits the City to dispense with open market procedures if a commodity can only be obtained from one vendor: and WHEREAS, the Axon system features that distinguish it from other products allow police staff to take evidentiary BWC and MAV recordings electronically transfer them in a quick and efficient manner, and offers locally compatible services and features that can only be obtained from this particular vendor; and WHEREAS, the total cost for the five-year contract is $710,660, with anticipated annual cost breakdowns as specified in the accompanying staff report. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco hereby: Approves a five-year purchasing agreement for body -worn cameras (BWC), mobile audio and video (MAV) equipment, video software, and cloud storage services with Axon Enterprise Inc. in an amount not to exceed $710,660, attached hereto in Exhibit A and incorporated herein; and 2. Authorizes the City Manager to execute said agreement in substantially the same form as Exhibit A, and to make any minor revisions, amendments, or modifications, subject to review and approval of City Attorney, deemed necessary to carry out the intent of this Resolution and which do not materially alter or increase the City's obligations thereunder. City of South San Francisco Page 1 File Number: 21-849 Enactment Number. RES 200-2021 At a meeting of the Special City Council on 11/23/2021, a motion was made by Councilmember Nicolas, seconded by Vice Mayor Nagales, that this Resolution be approved. The motion passed. Yes: 5 Mayor Addiego, Vice Mayor Nagales, Councilmember Nicolas, Councilmember Coleman, and Councilmember Flores I Attest by 4sa Govea Acosta, City Clerk City of South San Francisco Page 2 Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 1 of 17 PRODUCTS AND SERVICES PROCUREMENT AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AXON ENTERPRISE, INC THIS AGREEMENT for procurement of products and services is made by and between the City of South San Francisco (“City”) and Axon Enterprise Inc (“Consultant”) (together sometimes referred to as the “Parties”) as of _______________ (the “Effective Date”). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the products, subscriptions and services described in the Scope of Work attached as Exhibit A, attached hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on _______________, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Seven Hundred Ten Thousand Six Hundred and Sixty dollars ($710,660.00), notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 2 of 17 shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once per month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice, etc.); The beginning and ending dates of the billing period; A task summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City’s option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The amount and purpose of actual expenditures for which reimbursement is sought; The Consultant’s signature. 2.2 Monthly and Annual Payment. City shall make monthly payments, based on invoices received, for products and services provided, services satisfactorily performed, and for authorized reimbursable costs incurred, and annual payment for subscription services provided. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. City shall have no obligation to pay invoices submitted ninety (90) days past the performance of work or incurrence of cost. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within forty-five (45) days after provision of products and completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 3 of 17 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement _____________________________. Reimbursable expenses shall not exceed $_____________________. Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit ____. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non- California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. . 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 4 of 17 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770 1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776.” Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 5 of 17 Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s). 4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator (as defined in Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting there from, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 6 of 17 Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant’s sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 Cybersecurity Insurance. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 7 of 17 4.4.1 Cyber Liability Insurance. 4.4.1 General Requirements. Consultant, at its own cost and expense, shall maintain cyber liability insurance for the term of this Agreement in an amount not less than $1,000,000.00 per occurrence / aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for liabilities for financial loss resulting or arising from acts, errors, or omissions, in rendering technology services: Violation or infringement of any right of privacy, including breach of security and breach of security/privacy laws, rules or regulations globally, now or hereinafter constituted or amended; Data theft, damage, unauthorized disclosure, destructions, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential City information in whatever form, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on third party computer systems; Loss or denial of service; No cyber terrorism exclusion. Such coverage must include technology/professional liability including breach of contract, privacy and security liability, privacy regulatory defense and payment of civil fines, payment of credit card provider penalties, and breach response costs, including without limitation, notification costs, forensics, credit protection services, call center services, identity theft protection services, and crisis management/public relations services. 4.4.2 Claims-Made Limitations. The following provisions shall apply if the cyber liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least 5 years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 5 years after completion of work under this Agreement. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 8 of 17 d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement. 4.4.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy. 4.4.4 Submittal Requirements. To comply with Subsection 4.4, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section. 4.5 All Policies Requirements. 4.5.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.5.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time. 4.5.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant’s earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.5.4 Additional insured; primary insurance. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured’s general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 9 of 17 A certified endorsement must be attached to all policies stating that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. 4.5.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Further, if the Consultant’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.5.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5.7 Wasting Policy. No insurance policy required by Section 4 shall include a “wasting” policy limit. 4.5.8 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City’s interests are otherwise fully protected. 4.6 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 10 of 17 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; b. Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, Consultant shall indemnify, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 11 of 17 accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent or to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws and Requirements. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consultant shall also comply with all of Consultant’s policies and requires relating to the provisions of cloud services, cybersecurity, privacy, incident handling, and access relating to Axon web services including Evidence.com. 7.3 RESERVED. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals, including from City, of what-so-ever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 12 of 17 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon 30 days’ written notification to Consultant. Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the date of notice of termination; City, however, may condition payment of such compensation upon Consultant delivering to City all materials described in Section 9.1. 8.2 Effects of Termination. Upon termination of the Agreement, the services and subscription being provided to City shall terminate. For any cloud storage services being provided to the City pursuant to this Agreement, Consultant agrees to maintain City data and files stored for a period of ninety (90) days after termination in order to allow City to download its data and files from the cloud. However, Consultant shall retain such data after the 90-day period if legally required by law or court order. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not assign or subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following: Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 13 of 17 8.6.1 Immediately terminate the Agreement after a 30 day cure period from notice to Consultant by City of such breach and the breach has not been cured; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement, solely for City and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, solely created for City pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents solely create for City are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. 9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals . All responses to a Request for Proposals (RFP) or invitation to bid issued by the City become Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 14 of 17 the exclusive property of the City. At such time as the City selects a bid, all proposals received become a matter of public record, and shall be regarded as public records, with the exception of those elements in each proposal that are defined by Consultant and plainly marked as “Confidential,” "Business Secret" or “Trade Secret." The City shall not be liable or in any way responsible for the disclosure of any such proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or "Business Secret," or if disclosure is required under the Public Records Act. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City may not be in a position to establish that the information that a prospective bidder submits is a trade secret. If a request is made for information marked "Trade Secret" or "Business Secret," and the requester takes legal action seeking release of the materials it believes does not constitute trade secret information, City will provide reasonable notification to Consultant to allow Consultant to pursue its legal options to protect such information. The City’s ability to timely respond to said public records request shall not be otherwise altered or impacted. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County San Mateo or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 RESERVED. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 15 of 17 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve (12) months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Tony Barrera ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Consultant Attn: Axon Legal 17800 N 85th St, Scottsdale, AZ 85255
[email protected]
City: Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 16 of 17 City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated herein, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral pertaining to the matters herein. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 10.14 Construction. The headings in this Agreement are for the purpose of reference only and shall not limit or otherwise affect any of the terms of this Agreement. The parties have had an equal opportunity to participate in the drafting of this Agreement; therefore any construction as against the drafting party shall not apply to this Agreement. The Parties have executed this Agreement as of the Effective Date. Consulting Services Agreement between [Rev:11.14.2016] 11/23/2021 City of South San Francisco and Axon Enterprise, Inc Page 17 of 17 CITY OF SOUTH SAN FRANCISCO Consultants ____________________________ _____________________________________ City Manager NAME: TITLE: Attest: _____________________________ City Clerk Approved as to Form: ____________________________ City Attorney 5016375.2 EXHIBIT A SCOPE OF SERVICES EXHIBIT B COMPENSATION SCHEDULE EXHIBIT C INSURANCE CERTIFICATES [OPTIONAL] EXHIBIT D FORM 590 ~ Axon Enterprise, Inc. 17800 N 85th St. Scottsdale , Arizona 85255 United States VAT: 86 -0741227 Domestic: (800 ) 978-2737 International: + 1.800.978.2737 Business ;Delivery ;lnvoice-33 Arroyo Dr 33 Arroyo Dr South San Francisco , CA 94080 -3153 USA Program Length TOTAL COST ESTIMATED TOTAL W/ TAX PAYMENT PLAN: Jan 2022 PLAN NAME South San Francisco Police Dept. -CA 33 Arroyo Dr South San Francisco , CA 94080-3153 USA Email: oO IVIO $616,138.96 $646,055.63 INVOICE DATE Body Cameras , Licenses , Unlimited Storage Jan ,2022 Axon Full Service Jan ,2022 PAYMENT PLAN: Jun 2022 1 Kevin Watson Phone: (480) 463-2203 Email:
[email protected]
Fax: (480) 463-2203 Bundle Savings Additional Savings TOTAL SAVINGS TAX AMOUNT $5 ,065.35 $0.00 Payment Total Q-341884-44490.875KW Issued: 10/21/2021 Quote Expiration: 12/31/2021 EST Contract Start Date: 02/01/2022 Account Number: 123779 Payment Terms: N30 Delivery Method: Fedex -Ground Phone: (650) 877-8921 Email:
[email protected]
Fax: $132,774.47 $38,249.25 $171,023.72 AMOUNT DUE $117 ,667.06 $12)50.00 $130,417.06 Q-341884-44490.875KW Exhibit A PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE Fleet 3 (26) Jun ,2022 $1 ,576.82 $281408.87 Payment Total I $28,408.87 PAYMENT PLAN: Jan 2023 PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE Body Cameras , Licenses , Unlimited Storaqe Jan ,2023 $3 ,256.30 $75 ,643.11 Fleet 3 (26) Jan ,2023 $2 ,562.33 $461164.32 Pavment Total $121,807.43 PAYMENT PLAN: Jan 2024 PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE Body Cameras , Licenses , Unlimited Storage Jan ,2024 $3 ,256.30 $75 ,643.11 Fleet 3 (26) Jan ,2024 $2 ,562.33 $461164.32 Payment Total $121,807.43 ] PAYMENT PLAN: Jan 2025 PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE Body Cameras , Licenses , Unlimited Storage Jan ,2025 $3 ,256.30 $751643.11 Fleet 3 (26 Jan ,2025 $2 ,562.33 $46 ,164.32 Payment Total $121,807.43 PAYMENT PLAN: Jan 2026 PLAN NAME INVOICE DATE TAX AMOUNT AMOUNT DUE Body Cameras , Licenses , Unlimited Storage Jan ,2026 $3 ,256.30 $751643.11 Fleet 3 (26) Jan ,2026 $2 ,562.33 $46 ,164.32 Payment Total ~-----------------------------------· $121 ,807.43 Quote Details Bundle Summary Item Description QTY BWCUwTAP BWC Unlimited with TAP 63 2 Q-341884-44490.875KW AB3C AB3 Camera Bundle 63 AB3MBD AB3 Multi Bay Dock Bundle 8 Fleet3B Fleet 3 Basic 26 DynamicBundle Dynamic Bundle 1 Prolicense Pro License Bundle 4 DynamicBundle Dynamic Bundle 63 Camera Warranty 80464 EXT WARRANTY , CAMERA (TAP) I 63 I $11.67 I 21.13% I ..PV,'"tVV.~ I $9.20 E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE 63 $39.00 21.13% $0.00 $30.76 $116,265.80 'Formerly SKU 737 46) Warranty 80465 EXT WARRANTY , MULTI-BAY DOCK (TAP) 8 $21.00 21.13% $785.05 $16.56 $7,949.80 Multi-bay Dock Refresh 73689 MUL Tl-BAY BWC DOCK 1 ST REFRESH 8 $1,610.00 21.13% $1,003 .1 $1,269.76 $10,158.08 1 1 Camera Refresh 1 with 73309 AXON CAMERA REFRESH ONE 65 $755.00 21.13% $3.822.~ I $595.45 I $38,704.00 Spares Multi-bay Dock Refresh 73688 MUL Tl-BAY BWC DOCK 2ND REFRESH 8 $1,685.00 21.13% $1.049_~ I $1,328.91 I $10,631.28 2 Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE I 63 I $24.00 I 21.13% I $0.00 I $18.93 I $71,548.18 STORAGE Camera Refresh 2 with 73310 AXON CAMERA REFRESH TWO I 65 I $790.00 I 21.13% I $3,999.~ I $623.05 I $40,498.23 Spares A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART 252 $0.40 21.13% $0.00 $0.32 $4,769.88 STORAGE Spare Camera Warranty 80464 EXT WARRANTY , CAMERA (TAP) 2 $11.67 21.13% $109.05 $9.20 $1J04.45 Camera 73202 AXON BODY 3-NA10 63 $699.00 25.00% .,PV,£.V l.'"t $524.25 $33,027.75 9 Spare Camera 73202 AXON BODY 3-NA10 2 $0.00 0.00% $0.00 $0.00 $0.00 Camera Mount 11507 MOLLE MOUNT , SINGLE , AXON RAPIDLOCK 70 $0.00 0.00% $0.00 $0.00 $0.00 USB 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 70 $0.00 0.00% $0.00 $0.00 $0.00 3 Q-341884-44490.875KW Power Cord 71019 Wall Mount I 70033 Storage 80410 E.com License 80400 Camera Kit & Warranty 72036 SIM 72034 Router I 11634 Router Antenna I 71200 Ethernet Cable I 74110 Vehicle Installation I 73391 Axon SiQnal Unit 70112 Cable Assembly 70117 Other 80495 Other 80379 Other 79999 Description AXON BODY 3 -8 BAY DOCK I NORTH AMER POWER CORD FOR AB3 8- BAY , AB21-BAY / 6-BAY DOCK I WALL MOUNT BRACKET , ASSY , EVIDENCE.COM DOCK Descrietion FLEET , EVIDENCE LICENSE , 1 CAMERA STORAGE , LICENSE FLEET , VEHICLE LICENSE , LICENSE FLEET 3 STANDARD 2 CAMERA KIT FLEET SIM , VZW I CRADLEPOINT IBR900-1200M-NPS+5 YEAR NETCLOUD I FLEET ANT , AIRGAIN , 5-IN-1 , 2LTE , 2WIFI , 1GNSS , BL I FLEET ETHERNET CABLE , CA T6 , 25 FT I FLEET 3 NEW INSTALLATION (PER VEHICLE) AXON SIGNAL UNIT AXON SIGNAL UNIT , CABLE ASSEMBLY EXT WARRANTY , FLEET 3, 2 CAMERA KIT EXT WARRANTY , FLEET 2 SIGNAL UNIT Description AXON FULL SERVICE AUTO TAGGING/ PERFORMANCE IMPLEMENTATION SERVICE 8 $1,495.00 50.00% 8 $0.00 0.00% I 8 I $43.90 I 0.00% 52 $17.00 17.38% 26 $20.00 17.38% 26 $2,405.00 17.38% 26 $15.00 17.38% 26 $1,509.00 17.38% 26 $270.00 17.38% 26 $25.00 17.38% 26 $1,200.00 17.38% 26 $279.00 17.38% 26 $25.00 17.38% 26 $8.96 17.38% 26 $1.16 17.38% 0.00% Bundle: Pro License Bundle Quantity: 4 Start: 2/1/2022 End: 1/31/2027 Total: 9360 USO 4 $590.52 $747.50 $5,980.00 $0.00 $0.00 $0.00 I $34.?o I $43.90 I $351.20 $0.00 $14.04 $43,820.30 $0.00 $16.52 $25,776.65 $4,607.2 $1,986.95 $51,660.70 7 $28.73 $12.39 $322.21 $2,890 .7 $1,246.70 $32,414.13 9 $517.24 $223.07 $5,799.75 $47.89 $20.65 $537.01 $2,2 98.8 $991.41 $25,776.65 5 $534.47 $230.50 $5,993.07 $47.88 $20.65 $537.01 $755.24 $7.40 $7,506.16 $97.78 $0.96 $1,096.37 $0.00 $12)50.00 $0.00 $0.00 Q-341884-44490.875KW Category Item Description QTY List Price Discount Tax Net Price Total(USD) E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE 4 $39.00 2.99% $0.00 $37.84 $9,080.60 (Formerly SKU 737 46) A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART 12 $0.40 2.99% $0.00 $0.39 $279.40 STORAGE Description j AUTO TAGGING LICENSE $0.00 Item Description QTY Delivery/ Start End Date List Price Tax Net Price Total(USD) BWCUwTAP BWC Unlimited with TAP 63 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 AB3C AB3 Camera Bundle 63 01/01/2022 I 01/31/2027 $0.00 $0.00 $0.00 $0.00 AB3MBD AB3 Multi Bay Dock Bundle 8 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 Fleet3B Fleet 3 Basic 26 06/01/2022 I 06/30/2027 $0.00 $0.00 $0.00 $0.00 DynamicBundl Dynamic Bundle 1 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 e 80464 EXT WARRANTY, CAMERA (TAP) 63 01/01/2022 I 01/31/2027 $11.67 $3,435.54 $9.20 $34,790.30 73746 PROFESSIONAL EVIDENCE.COM 63 02/01/2022 01/31/2027 $39.00 $0.00 $30.76 $116,265.80 LICENSE (Formerly SKU 737 46) 80465 EXT WARRANTY, MULTI-BAY DOCK 8 01/01/2022 I 01/31/2027 $21.00 $785.05 $16.56 $7,949.80 (TAP) 73689 MUL Tl-BAY BWC DOCK 1 ST REFRESH 8 07/01/2024 01/31/2027 $1,610.00 $1,003.11 $1,269.76 $10,158.08 73309 AXON CAMERA REFRESH ONE 65 07/01/2024 I 01/31/2027 $755.00 $3,822.02 $595.45 $38,704.00 73688 MUL Tl-BAY BWC DOCK 2ND REFRESH 8 01/01/2027 01/31/2027 $1,685.00 $1,049.86 $1,328.91 $10,631.28 73686 EVIDENCE.COM UNLIMITED AXON 63 02/01/2022 I 01/31/2027 $24.00 $0.00 $18.93 $71,548.18 DEVICE STORAGE 73310 AXON CAMERA REFRESH TWO 65 01/01/2027 01/31/2027 $790.00 $3,999.19 $623.05 $40,498.23 73683 10 GB EVIDENCE.COM A-LA-CART 252 02/01/2022 I 01/31/2027 $0.40 $0.00 $0.32 $4,769.88 STORAGE 5 Q-341884-44490.875KW 80464 EXT WARRANTY , CAMERA (TAP) 2 01/01/2022 01/31/2027 $11.67 $109.05 $9.20 $1,104.45 73202 AXON BODY 3-NA10 63 01/01/2022 01/31/2027 $699.00 $3,261.49 $524.25 $33,027.75 73202 AXON BODY 3-NA10 2 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 11507 MOLLE MOUNT , SINGLE, AXON 70 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 RAPIDLOCK 11534 USB-C to USB-A CABLE FOR AB3 OR 70 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 FLEX2 74210 AXON BODY 3 -8 BAY DOCK 8 01/01/2022 01/31/2027 $1,495.00 $590.52 $747.50 $5,980.00 71019 NORTH AMER POWER CORD FOR AB3 8 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 8-BAY , AB2 1-BAY / 6-BAY DOCK 70033 WALL MOUNT BRACKET, ASSY, 8 01/01/2022 01/31/2027 $43.90 $34.70 $43.90 $351.20 EVIDENCE.COM DOCK 80410 FLEET , EVIDENCE LICENSE, 1 CAMERA 52 07/01/2022 06/30/2027 $17.00 $0.00 $14.04 $43,820.30 STORAGE , LICENSE 80400 FLEET , VEHICLE LICENSE, LICENSE 26 07/01/2022 06/30/2027 $20.00 $0.00 $16.52 $25,776.65 72036 FLEET 3 STANDARD 2 CAMERA KIT 26 11/28/2022 01/31/2027 $2,405.00 $4,607.27 $1,986.95 $51,660.70 72034 FLEET SIM , VZW 26 06/01/2022 01/31/2027 $15.00 $28.73 $12.39 $322.21 11634 CRADLEPOINT IBR900-1200M-NPS+5 26 06/01/2022 01/31/2027 $1,509.00 $2,890.79 $1,246.70 $32,414.13 YEAR NETCLOUD 71200 FLEET ANT , AIRGAIN, 5-IN-1, 2LTE, 26 06/01/2022 01/31/2027 $270.00 $517.24 $223.07 $5,799.75 2WIFI , 1GNSS , BL 74110 FLEET ETHERNET CABLE, CAT6, 25 FT 26 06/01/2022 01/31/2027 $25.00 $47.89 $20.65 $537.01 73391 FLEET 3 NEW INSTALLATION (PER 26 06/01/2022 01/31/2027 $1,200.00 $2,298.85 $991.41 $25,776.65 VEHICLE) 70112 AXON SIGNAL UNIT 26 06/01/2022 01/31/2027 $279.00 $534.47 $230.50 $5,993.07 70117 AXON SIGNAL UNIT, CABLE ASSEMBLY 26 06/01/2022 01/31/2027 $25.00 $47.88 $20.65 $537.01 85055 AXON FULL SERVICE 1 01/01/2022 01/31/2027 $17,000.00 $0.00 $12,750.00 $12,750.00 80495 EXT WARRANTY , FLEET 3, 2 CAMERA 26 11/28/2022 01/31/2027 $8.96 $755.24 $7.40 $7,506.16 KIT 80379 EXT WARRANTY , FLEET 2 SIGNAL UNIT 26 06/01/2022 01/31/2027 $1.16 $97.78 $0.96 $1,096.37 6 Q-341884-44490.875KW Prolicense Pro License Bundle 4 01/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 73746 PROFESSIONAL EVIDENCE.COM 4 02/01/2022 01/31/2027 $39.00 $0.00 $37.84 $9,080.60 LICENSE (Formerly SKU 737 46) 73683 10 GB EVIDENCE.COM A-LA-CART 12 02/01/2022 01/31/2027 $0.40 $0.00 $0.39 $279.40 STORAGE DynamicBundl Dynamic Bundle 63 02/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 e 73682 AUTO TAGGING LICENSE 63 02/01/2022 01/31/2027 $9.00 $0.00 $4.50 $17,010.00 79999 AUTO TAGGING/ PERFORMANCE 1 02/01/2022 01/31/2027 $0.00 $0.00 $0.00 $0.00 IMPLEMENTATION SERVICE Total $616,138.96 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. 7 Q-341884-44490.875KW 1 Definitions. Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix "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. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "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. "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 Agency 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 Security. 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 Agency 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. Agency will also maintain the security of end user names 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 6 of 18 Master Services and Purchasing Agreement if an unauthorized party may be using Agency 's account or Agency Content, or if account information is lost or stolen. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the You Tube Terms of Service, available at https ://www .youtu be. com/static?tem pl ate=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 . 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 Storage . 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 Location 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 Suspension . 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 Axon Cloud Services Warranty . Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services . 12 Axon 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, Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis . The Axon Records Subscription Term will end upon the competition of the Axon Records Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 7 of 18 Master Services and Purchasing Agreement 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") 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. 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 . 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; 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 Post-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 Acquisition 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 . Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 8 of 18 17 Master Services and Purchasing Agreement Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title : Master Services and Purchasing Agreement between Ax on and Agency Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Page 9 of 18 Master Services and Purchasing Agreement 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 obligations 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 . 1.1 ACEIPTier1 . 1.1.1. When Axon uses Agency Content for the ACEIP Purposes , Axon will extract from Agency Content and may store separately copies of certain segments 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 reasonably 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 11 . 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 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. Title : Master Services and Purchasing Agreement between Axon and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 10 of 18 Master Services and Purchasing Agreement applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. 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"). 1.1.2. 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 . 1.2 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 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 . D Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box , Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service , available at https ://www .axon .com/sales-terms-and-conditions and incorporated herein by reference . Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 11 of 18 Master Services and Purchasing Agreement Axon Fleet Appendix 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 Devices . 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) Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 12 of 18 Master Services and Purchasing Agreement 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 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 ("Fleet Upgrade") as schedule on the Quote. 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 . 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 . 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 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 . Title : Master Services and Purchasing Agreement between Ax on and Agency Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Page 13 of 18 1 2 3 Master Services and Purchasing Agreement Professional Services Appendix Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. Body-Worn Camera Full Service (BWC Full Service). BWC 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 services are appropriate. If Agency requires more than 4 consecutive on- ·t d A t h ddT I d BWC F II S . t" . I d SI e ays, ,Qency mus pure ase a 11ona ays. u erv1ce op ions inc u e: 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 mountinQ 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 , cateQories & retention , and other specific settinQs 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 • Traininq on device use , Axon Evidence , and Evidence Svnc Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go-live review Body-Worn Camera Starter Service (BWC Starter). BWC 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 BWC Starter options include : Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Page 14 of 18 4 Master Services and Purchasing Agreement 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 • 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) Tra in ing 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 S nc Implementation document packet Axon Evidence administrator guides , camera implementation guides , network setup guide , sample olicies , and cate ories & roles uide Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package , except one day of on-site services . 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 Packa e : 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 us ing TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Packa e: 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 Packa e : Tra in in for u to 1 individual at A enc Title : Master Servi ces and Purchasing Agreement between Axo n and Agen cy Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Pa ge 15 of 18 Master Services and Purchasing Agreement T ASER CEW inspection and device assignment Axon 's on-site professional services team will perform functions check on all new TASER CEW Smart wea ans and assi n 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 Packa e: Virtual assistance included. 6 Smart Wea on Transition Service. The Smart Wea on Transition Service includes: Archival of CEW Firing Logs Axon 's on-s ite professional services team will upload CEW firing logs to Axon Evidence from all T ASER CEW Smart Wea ans that A enc is re lacin with newer Smart Wea on models . Return of Old Weapons Axon 's on-site professional service team will ship all old weapons back to Axon 's headquarters . Axon will rovide A enc with a Certificate of Destruction *Note : CEW Full Service packages for TASER 7 include Smart Weapon Trans ition 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 Siqnal Sidearm Mountinq Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional test inq of Siqnal 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 result ing from the content , accuracy , completeness , and consistency of all data , materials , and information supplied by Agency . 11 Site Preparation . Axon w ill provide a hardcopy or dig ital 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 the 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 S ite per the environmental spec ifications . 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 Title : Master Servi ces and Purchasing Agreement between Axo n and Agen cy Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Pa ge 16 of 18 Master Services and Purchasing Agreement 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 . Title : Master Services and Purchasing Agreement between Ax on and Agency Department : Legal Version : 12 .0 Release Date : 12 /18/2020 Page 17 of 18 Master Services and Purchasing Agreement Axon Auto-Tagging Appendix 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 performing 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 . Access to Systems . Agency authorizes Axon to access Agency 's relevant computers, network systems , and CAD or RMS 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 . Title : Master Services and Purchasing Agreement between Axo n and Agency Department : Legal Version : 12 .0 Release Date : 12/18/2020 Page 18 of 18 , AXON, and Axon are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2017 Axon Enterprise, Inc. Page 1 of 2 Service Level Agreement Appendix This Service Level Agreement (SLA ) is a policy governing the use of the Evidence.com™ Service Offerings (Service Offerings ) under the MSPA. 1 Definitions . “Downtime ” are periods of time, measured in minutes, in which the Service Offering is Unavailable to the Agency. Downtime does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described in Exclusions. “Incident ” a period of time in which the Agency experiences Downtime. “Maximum Available Minutes ” is the total accumulated minutes during a Service Month for the Service Offering. “Monthly Uptime Percentage ” is (Maximum Available Minut es - Downtime) / Maximum Available Minutes * 100. “Scheduled Downtime ” are periods of time, measured in minutes, in which the Service Offering is unavailable to the Agency and in which the period of time falls within scheduled routine maintenance or planned maintenance timeframes. “Service Month ” is a calendar month at Coordinated Universal Time (UTC). “Unavailable ” and “Unavailability ” is when the Service Offering does not allow for the upload of evidence files, viewing of evidence files or interactive login by an end-user. 2 Service Level Objective . Axon will use commercially reasonable efforts to make the Service Offerings available 99.99% of the time. 3 Guaranteed Service Level and Credits . If Axon fails to make the Service Offering available to the defined Monthly Uptime Percentage availability levels, the Agency may be entitled to Service Credits. Service Credits are awarded as days of Service Offering usage added to the end of the Service Offerings subscription term at no charge to the Agency. Monthl y Uptime Percentage Service Credit in Days Less than 99.9% 3 Less than 99.0% 7 4 Requesting Service Credits . In order for Axon to consider a claim for Service Credits, the Agency must submit the claim to Axon’s customer support, including all information necessary for Axon to validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii) information regarding the time and duration of the Incident; (iii) the number and location(s) of affected users (if applica ble); and (iv) descriptions of your attempts to resolve the Incident at the time of occurrence. 4.1 Axon must receive the claim within one month of the end of the month in which the Incident that is the subject of the claim occurred. For example, if the Incide nt occurred on February 12th, Axon must receive the claim and all required information by March 31st. , AXON, and Axon are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2017 Axon Enterprise, Inc. Page 2 of 2 4.2 Axon will evaluate all information reasonably available to Axon and make a good faith determination of whether a Service Credit is owed. Axon will use com mercially reasonable efforts to process claims during the subsequent month and within forty five (45) days of receipt. The Agency must be in compliance with all Axon agreements in order to be eligible for a Service Credit. If Axon determines that a Service Credit is owed to the Agency, Axon will apply the Service Credit to the end of the Agency’s Service Offering subscription term. Service Credits may not be exchanged for or converted to monetary amounts. 5 Service Maintenance . Maintenance will take place ac cording to Axon’s prevailing Maintenance Schedule, which may be found at: https://www.axon.com/trust/maintenance . Maintenance periods may periodically result in the Service Offerings being Unavailable to the Agency. Downtime falling within Scheduled Routine or Planned maintenance is Scheduled Downtime and is not eligible for Service Credits Emergency maintenance may have less than a 24 -hour notification period. Emergency maintenance may be performed at any time, with or without notice as deemed necessary by Axon. Emergency maintenance falling outside Scheduled Routine or Planned maintenance is eligible for Service Credits 6 Exclusions . The Service Commitment does not apply to any unavailability, suspensi on or termination of the Service Offerings, or any other Evidence.com performance issues: (a) caused by factors outside of Axon’s reasonable control, including any force majeure event, terrorism, sabotage, virus attacks, or Internet access or related probl ems beyond the demarcation point of the Service Offerings (including Domain Name Server issues outside Axon’s direct control); (b) that result from any actions or inactions of the Agency or any third party; (c) that result from the Agency’s communication d elays, including wrong, bad or missing data, improperly formatted, organized or transmitted data received, or any other data issues related to the communication or data received from or through the Agency; (d) that result from Agency equipment, software o r other technology and/or third party equipment, software or other technology (other than third party equipment within Axon’s direct control); (e) that result from any maintenance as provided for pursuant to this SLA; or (f) arising from Axon’s suspension and termination of Agency’s right to use the Service Offerings in accordance with this Agreement