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PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND AXON ENTERPRISE, INC.
This Agreement is made and entered into as of June 17, 2019 by and between the City of
San Bernardino, a charter city and municipal corporation organized and operating under the laws
of the State of California with its principal place of business at Vanir Tower, 290 North D Street,
San Bernardino, CA 92401 (“City”), and Axon Enterprise, Inc., a Delaware corporation with its
principal place of business at 17800 N 85th Street, Scottsdale, AZ 85255 (hereinafter referred to
as “Consultant”). City and Consultant are hereinafter sometimes referred to individually as
“Party” and collectively as the “Parties.”
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Body-worn cameras, digital evidence management, and TASER conducted energy weapons
(“CEW”) (hereinafter referred to as “the Project”).
B. Consultant is duly licensed and has the necessar y qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein .
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Incorporation of Recitals. The recitals above are true and correct and are hereby
incorporated herein by this reference.
2. Services. Consultant shall provide the City wit h the services described in the
Scope of Services attached hereto as Exhibit “A” (AXON QUOTE) and incorporated herein by
this reference. City’s receipt, and Consultant’s provision, of Services shall be subject to the
additional terms and conditions identified in Exhib it “B” (CONSULTANT SALES TERMS
AND CONDITIONS), Exhibit “C” (AXON CLOUD SERVICES TERMS OF USE), Exhibit
“D” (TECHNOLOGY ASSURANCE PLAN), and Exhibit “E” (AXON AUTO-TAGGING).
Exhibits “B,” “C,” “D,” and “E” are incorporated herein by this reference.
3. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel identified in their proposal.
Consultant warrants that Consultant is familiar with all laws that may affect its performance of
this Agreement and shall advise City of any changes in any laws that may affect Consultant’s
performance of this Agreement. Consultant further represents that no City employee will
provide any services under this Agreement.
4. Compensation.
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a. Subject to paragraph 4(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit “A.”
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of $441,311.04 ($220,655.52 in Payment Year 4 and
$220,655.52 in Payment Year 5 as further defined in Exhibit “A”). This amount is to cover all
related costs, and the City will not pay any additional fees for printing expenses. Consultant may
submit invoices to City for approval. Said invoice shall be based on the total of all Consultant’s
services which have been completed to City’s sole satisfaction. City shall pay Consultant’s
invoice within forty-five (45) days from the date City receives said invoice. The invoice shall
describe in detail the services performed and the associated time for completion. Any additional
services approved and performed pursuant to this Agreement shall be designated as “Additional
Services” and shall identify the number of the authorized change order, where applicable, on all
invoices.
5. Additional Work. If changes in the work seem merited by Consultant or the City,
and informal consultations with the other party indicate that a change is warranted, it shall be
processed in the following manner: a letter outlin ing the changes shall be forwarded to the City
by Consultant with a statement of estimated changes in fee or time schedule. An amendment to
this Agreement shall be prepared by the City and executed by both Parties before performance of
such services, or the City will not be required to pay for the changes in the scope of work. Such
amendment shall not render ineffective or invalidat e unaffected portions of this Agreement.
6. Term. This Agreement shall commence on the Effective Date and continue
through the completion of services as set forth in Exhibit “A,” unless the Agreement is
previously terminated as provided for herein (“Term”).
7. Maintenance of Records; Audits.
a. Records of Consultant’s services relating to this Agreement shall be
maintained in accordance with generally recognized accounting principles and shall be made
available to City for inspection and/or audit at mutually convenient times for a period of four (4)
years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence
pertaining to costs incurred shall be maintained by Consultant and made available at all
reasonable times during the contract period and for four (4) years from the date of final payment
under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and
timely manner and shall commence performance upon receipt of written notice from the City to
proceed. Consultant shall complete the services required hereunder within Term.
9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this
Agreement for delays in performance caused by circu mstances beyond the reasonable control of
the non-performing Party. For purposes of this Agreement, such circumstances include but are
not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
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other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing Party shall, within a
reasonable time of being prevented from performing, give written notice to the other Party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
10. Compliance with Law.
a. Consultant shall comply with all applicable laws, o rdinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all co sts of clean up and/ or
removal of hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
11. Standard of Care. Consultant’s services will be performed in accordance with
generally accepted professional practices and principles and in a manner consistent with the level
of care and skill ordinarily exercised by members o f the profession currently practicing under
similar conditions.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all
times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment
from or employment with any person or entity which will constitute a conflict of interest with the
City.
13. City Business Certificate. Consultant shall, prior to execution of this Agreement,
obtain and maintain during the term of this Agreement a valid business registration certificate
from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses,
permits, qualifications, insurance, and approvals of whatever nature that are legally required of
Consultant to practice his/her profession, skill, o r business.
14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer
this Agreement or any rights under or interest in t his Agreement without the written consent of
the City, which may be withheld for any reason. Any attempt to so assign or so transfer without
such consent shall be void and without legal effect and shall constitute grounds for termination.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in
this Agreement. Nothing contained herein shall prevent Consultant from employing independent
associates and subconsultants as Consultant may deem appropriate to assist in the performance
of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and
is not an employee of City. No employee or agent o f Consultant shall become an employee of
City. The work to be performed shall be in accordance with the work described in this
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Agreement, subject to such directions and amendment s from City as herein provided.
16. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract
until it has secured all insurance required under t his section.
a. Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and
volunteers shall be named as additional insureds on Consultant’s and its subconsultants’ policies
of commercial general liability and automobile liability insurance using the endorsements and
forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Consultant shall take out and maintain, dur ing the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
Insurance Services Office Commercial General Liability coverage
(Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclu sion
deleted
(7) Contractual Liability with respect to this Cont ract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials,
officers, employees, agents, and City-designated vo lunteers additional insured status using ISO
endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same
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coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to t he City as an additional insured.
c. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-o wned and hired vehicles, in a form and
with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials,
officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers’ compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply wit h such provisions before commencing work
under this Agreement.
(ii) To the extent Consultant has employees at any time during the
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Emp loyer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the
period required by this Agreement, workers’ compensation coverage of the same type and limits
as specified in this section.
e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant
shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies acceptable to the City and in an amount
indicated herein. This insurance shall be endorsed to include contractual liability applicable to
this Agreement and shall be written on a policy form coverage specifically designed to protect
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against acts, errors or omissions of the Consultant . “Covered Professional Services” as
designated in the policy must specifically include work performed under this Agreement. The
policy must “pay on behalf of” the insured and must include a provision establishing the insurer's
duty to defend.
f. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence fo r bodily injury and
property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insu red pursuant to this Agreement.
g. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s
equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of insurance shall be
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the insured, any additio nal insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the insurance applies, and the
expiration date of such insurance.
h. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of the premium. If any o f the required coverage is cancelled or
expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s)
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including the General Liability Additional Insured Endorsement to the City at least ten (10)
days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consult ant’s policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if
the policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for t he professional
liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the
City, its officials, officers, employees, agents, and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written exp ress waivers and insurance clauses from each
of its subconsultants.
(v) The limits set forth herein shall apply separat ely to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be co nstrued to relieve the Consultant from liability
in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the
City and shall not preclude the City from taking such other actions available to the City under
other provisions of the Agreement or law.
i. Qualifying Insurers
(i) All policies required shall be issued by accept able insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including, but not limited to, the
provisions concerning indemnification.
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(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not co mply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City
will withhold amounts sufficient to pay premium fro m Consultant payments. In the alternative,
City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration o f the Project.
(iv) Neither the City nor the City Council, nor any member of the City
Council, nor any of the officials, officers, employees, agents or volunteers shall be personally
responsible for any liability arising under or by virtue of this Agreement.
k. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or subconsultants shall be endorsed to name the Cit y as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by
Consultant, City may approve different scopes or minimum limits of insurance for particular
subcontractors or subconsultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed
officials, officers, employees, agents, and authorized volunteers free and harmless from any and
all claims, demands, causes of action, suits, actio ns, proceedings, costs, expenses, liability,
judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to
property or persons, including wrongful death, (collectively, “Claims”) in any manner arising out
of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of
Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection
with the performance of the Consultant’s services, the Project, or this Agreement, including
without limitation the payment of all expert witness fees and reasonable attorneys’ fees and other
related costs and expenses. Notwithstanding the fo regoing, to the extent Consultant’s services
are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City
Council, members of the City Council, its employees, or authorized volunteers.
b. Additional Indemnity Obligations. Consultant shall defend, with counsel
of City’s choosing and at Consultant’s own cost, expense and risk, any and all Claims covered by
this section that may be brought or instituted against the City, its elected and appointed officials,
employees, agents, or authorized volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the City, its elected and appointed officials,
employees, agents, or authorized volunteers as part of any such claim, suit, action or other
proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City,
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its elected and appointed officials, employees, agents, or authorized volunteers as part of any
such claim, suit, action or other proceeding. Such reimbursement shall include payment for the
City’s attorney's fees and costs, including expert witness fees. Consultant shall reimburse the
City, its elected and appointed officials, employees, agents, or authorized volunteers, for any and
all legal expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its elected and appointed officials, employees,
agents, or authorized volunteers.
c. Limitation of Liability. The remedies provided for in this Agreement are
expressly in lieu of any other liability Consultant may have. Consultant’s cumulative liability to
any the City for any loss or damage resulting from any claims, demands, or actions arising out of
relating to any Consultant product will not exceed $5,000,000.00, except for cases of
Consultant’s willful misconduct, recklessness, or gross negligence.
18. California Labor Code Requirements. Consultant is aware of the requirements of
California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on certain “public
works” and “maintenance” projects. If the Services are being performed as part of an applicable
“public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant
agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the
Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages, employment of apprentices, hours of labor and
debarment of contractors and subcontractors.
If the Services are being performed as part of an applicable “public works” or
“maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant
and all subconsultants performing such Services must be registered with the Department of
Industrial Relations. Consultant shall maintain registration for the duration of the Project and
require the same of any subconsultants, as applicable. This Project may also be subject to
compliance monitoring and enforcement by the Department of Industrial Relations. It shall be
Consultant’s sole responsibility to comply with all applicable registration and labor compliance
requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Consultant
verifies that it fully complies with all requirements and restrictions of state and federal law
respecting the employment of undocumented aliens, including, but not limited to, the
Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall
require all subconsultants and sub-subconsultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the
laws of the State of California. If any action is brought to interpret or enforce any term of this
Agreement, the action shall be brought in a state o r federal court situated in the County of San
Bernardino, State of California.
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21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving thirty (30) calendar days’ written notice to Consultant. In such
event, City shall be immediately given title and po ssession to all original field notes, drawings
and specifications, written reports and other documents produced or developed for that portion of
the work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination, as further described
in Exhibit B in “Effect of Termination”. If said t ermination occurs prior to completion of any
task for the Project for which a payment request has not been received, the charge for services
performed during such task shall be the reasonable value of such services, based on an amount
mutually agreed to by City and Consultant of the po rtion of such task completed but not paid
prior to said termination. City shall not be liable for any costs other than the charges or portions
thereof which are specified herein. Consultant shall not be entitled to payment for unperformed
services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days’ written notice to City only in the event of
substantial failure by City to perform in accordance with the terms of this Agreement through no
fault of Consultant.
22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection
with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all
costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof. The costs, salar y, and expenses of the City Attorney’s Office in
enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the
purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results
under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation
as may be required by the City’s representative, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
Consultant’s professional services occurs, Consultant shall, at no cost to City, provide all other
services necessary to rectify and correct the matter to the sole satisfaction of the City and to
participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of
City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
26. Documents. Except as otherwise provided in “Termination or Abandonment,”
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in
this Agreement, be furnished to and become the property of the City.
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27. Organization. Consultant shall assign Evan Kafarakis (ekafarakis@axon.com) as
Project Manager. The Project Manager shall not be removed from the Project or reassigned
without the prior written consent of the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the
work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this
Agreement may be given or delivered by depositing t he same in any United States Post Office,
certified mail, return receipt requested, postage prepaid, addressed to the following addresses and
shall be effective upon receipt thereof:
CITY:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:
Axon Enterprise, Inc.
17800 North 85th Street
Scottsdale, AZ 85255
Attn: Legal
30. Third Party Rights. Nothing in this Agreement shall be construed to give any
rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and that it shall not discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, sex, age or other interests
protected by the State or Federal Constitutions. Such non-discrimination shall include, but not
be limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or t ermination.
32. Entire Agreement. This Agreement, including all Exhibits, represents the entire
understanding of City and Consultant as to those matters contained herein, and supersedes and
cancels any prior or contemporaneous oral or written understanding, promises or representations
with respect to those matters covered hereunder. Each Party acknowledges that no
representations, inducements, promises, or agreements have been made by any person which are
not incorporated herein, and that any other agreements shall be void. This is an integrated
Agreement. This Agreement replaces all other agreements between the City and Consultant
including, without limitation, the Master Services and Purchasing Agreement dated March 31,
2017, the Quotation Q-137034-2 dated November 10, 2017 and executed December 11, 2017,
and the Vendor Services Agreement dated February 21, 2017.
33. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination
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shall not affect the validity or enforceability of the remaining terms and provisions hereof or of
the offending provision in any other circumstance, and the remaining provisions of this
Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to
the benefit of the successors in interest, executors, administrators and assigns of each Party to
this Agreement. However, Consultant shall not assign or transfer by operation of law or
otherwise any or all of its rights, burdens, duties or obligations without the prior written consent
of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require
performance or compliance by the other Party of any of its obligations or agreements shall in no
way be deemed a waiver of those rights to require such performance or compliance. No waiver
of any provision of this Agreement shall be effective unless in writing and signed by a duly
authorized representative of the Party against whom enforcement of a waiver is sought. The
waiver of any right or remedy with respect to any o ccurrence or event shall not be deemed a
waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver
constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
37. Headings. Paragraphs and subparagraph heading s contained in this Agreement
are included solely for convenience and are not intended to modify, explain, or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their
respective successors and assigns may amend this Agreement.
39. City’s Right to Employ Other Consultants. City reserves its right to employ other
consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the rig ht to rescind this Agreement without liability.
For the term of this Agreement, no official, officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one single Agreement.
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
13
42. Authority. The persons executing this Agreement on behalf of the Parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that
by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
14
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND AXON ENTERPRISE, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN BERNARDINO
Approved By:
Teri Ledoux
City Manager
Approved as to Form:
Sonia Carvalho
City Attorney
Attested By:
Genoveva Rocha, CMC
Acting City Clerk
CONSULTANT
Signature
Name
Title
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
VP, Assoc. General Counsel
Robert Driscoll
EXHIBIT A
EXHIBIT A
AXON QUOTE
Quote attached on following pages
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
Payment Terms: Net 30
Delivery Method: Fedex -Ground
Contract Number: 00010492
Q-256366-43983.952CM
Year 4 (4/15/2020-4/14/2021)
Item Description Term
(Months)Quantity List Unit
Price Net Unit Price Total (USD)
Axon Plans & Packages
85079 TECH ASSURANCE PLAN DOCK ANNUAL
PAYMENT 1 36.00 36.00 36.00
85100 AXON AUTO TAGGING SERVICE: ANNUAL
PAYMENT 180 180.00 0.00 0.00
85126 EVIDENCE.COM UNLIMITED LICENSE YEAR 4
PAYMENT 180 948.00 948.00 170,640.00
85184 TASER 60 YEAR 4 PAYMENT: X26P BASIC 50 264.00 240.00 12,000.00
87026 TECH ASSURANCE PLAN DOCK 2 ANNUAL
PAYMENT 23 216.00 216.00 4,968.00
85110 EVIDENCE.COM INCLUDED STORAGE 7,200 0.00 0.00 0.00
80015 BASIC EVIDENCE.COM LICENSE: YEAR 4
PAYMENT 100 180.00 180.00 18,000.00
85110 EVIDENCE.COM INCLUDED STORAGE 1,000 0.00 0.00 0.00
Subtotal 205,644.00
Estimated Shipping 0.00
Estimated Tax 15,011.52
Total 220,655.52
Issued: 06/01/2020
Quote Expiration: 06/30/2020
Account Number: 106954
Axon Enterprise, Inc.
17800 N 85th St.
Scottsdale, Arizona 85255
United States
Phone: (800) 978-2737
Protect Life.
PRIMARY CONTACT
Nelson Carrington
Phone: (909) 384-5690
Email: carrington_ne@sbcity.org
BILL TO
San Bernardino Police Dept. -CA
P. O. Box 1559
San Bernardino, CA 92401
US
SHIP TO
Nelson Carrington
San Bernardino Police Dept. -CA
710 North D Street
San Bernardino, CA 92401
US
SALES REPRESENTATIVE
Chris Morton
Phone: (206) 310-6165
Email: cmorton@axon.com
Fax:
Q-256366-43983.952CM
1
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
Year 5 (4/15/2021-4/14/2022)
Item Description Term
(Months)Quantity List Unit
Price Net Unit Price Total (USD)
Axon Plans & Packages
85127 EVIDENCE.COM UNLIMITED LICENSE YEAR
5 PAYMENT 180 948.00 948.00 170,640.00
85185 TASER 60 YEAR 5 PAYMENT: X26P BASIC 50 264.00 240.00 12,000.00
85110 EVIDENCE.COM INCLUDED STORAGE 7,200 0.00 0.00 0.00
85079 TECH ASSURANCE PLAN DOCK ANNUAL
PAYMENT 1 36.00 36.00 36.00
85100 AXON AUTO TAGGING SERVICE: ANNUAL
PAYMENT 180 180.00 0.00 0.00
87026 TECH ASSURANCE PLAN DOCK 2 ANNUAL
PAYMENT 23 216.00 216.00 4,968.00
80016 BASIC EVIDENCE.COM LICENSE: YEAR 5
PAYMENT 100 180.00 180.00 18,000.00
85110 EVIDENCE.COM INCLUDED STORAGE 1,000 0.00 0.00 0.00
Subtotal 205,644.00
Estimated Tax 15,011.52
Total 220,655.52
Grand Total 441,311.04
Protect Life.Q-256366-43983.952CM
2
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
Discounts (USD)
Quote Expiration: 06/30/2020
List Amount 478,488.00
Discounts 67,200.00
Total 411,288.00
*Total excludes applicable taxes
Protect Life.Q-256366-43983.952CM
3
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
Notes
This quote is co-termed with quote Q-28932 (executed contract #00010492). Execution of this quote will replace Year 4 of contract #00010492 (Q-28932) and will cancel
invoice SI-1655520.
The Unlimited licenses in this quote will cover 180 already deployed AB3 cameras and 23 docks. If the Agency chooses to utilize any of the additional AB3 camera and dock
hardware from Q-234446, additional unlimited licenses must be purchased, and that additional hardware is no longer covered under the Technology Assurance Plan (TAP)
and are not eligible for a TAP refresh.
The parties agree the agency will be returning 25 X26P's upon execution of this quote. A Certificate of Intent to Destroy or an RMA will need to be submitted with the quote
approval listing all S/Ns of the 25 X26P's being returned.
180 AB3's and 23 docking stations that were previously deployed will be covered under the Technology Assurance Plan (TAP) and will be eligible for 1 replacement at the
same time as the equipment originally deployed on this existing contract as determined by quote Q-28932. This will take place at the end of the contract on 4/14/2022.
Protect Life.Q-256366-43983.952CM
4
***Axon Internal Use Only***
Review 1 Review 2
SFDC Contract #:
Order Type:
RMA #:
Address Used:
SO #:
Comments:
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
EXHIBIT B
EXHIBIT B
CONSULTANT SALES TERMS AND CONDITIONS
These Sales Terms and Conditions govern Agency’s purchase and use of the Axon products and
services detailed in Exhibit “A” (“Quote”).
1 Definitions.
“Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records,
Axon Dispatch, and interactions between Evidence.co m and Axon Devices or Axon
client software. Axon Cloud Service excludes third-party applications, hardware
warranties, and my.evidence.com.
“Axon Devices” means all hardware provided by Axon under this Agreement.
“Quote” means an offer to sell and is only valid for devices and services on the quote at
the specified prices. Any terms within Agency’s purchase order in response to a Quote
will be void. Orders are subject to prior credit approval. Changes in the deployment
estimated ship date may change charges in the Quote. Shipping dates are estimates only.
Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves
the right to cancel any orders resulting from such errors.
“Services” means all services provided by Axon under this Agreement, including
software, Axon Cloud Services, and professional services.
2 Subscription Term. All subscriptions including Axon Evidence, Axon Fleet, Officer
Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of
the applicable Axon Device. If Axon ships the Device in the first half of the month, the
start date is the 1st of the following month. If Axon ships the Device in the second half of
the month, the start date is the 15th of the following month. For purchases solely of Axon
Evidence subscriptions, the start date is the Effective Date. Each subscription term ends
upon completion of the subscription stated in the Quote (“Subscription Term”).
3 Taxes. Agency is responsible for sales and other taxes associated with the order unless
Agency provides Axon a valid tax exemption certificate.
4 Shipping. Axon may make partial shipments and ship Devices from multiple locations.
All shipments are FOB shipping point via common carrier. Title and risk of loss pass to
Agency upon Axon’s delivery to the common carrier. Agency is responsible for any
shipping charges in the Quote.
5 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty
returns or as provided by state or federal law.
6 Warranty.
6.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices
are free from defects in workmanship and materials for 1 year from the date of
Agency’s receipt, except Signal Sidearm, which Axon warrants for 30 months
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EXHIBIT B
from the date of Agency’s receipt. Axon warrants it s Axon-manufactured
accessories for 90-days from the date of Agency’s receipt. Used CEW cartridges
are deemed to have operated properly. Extended warranties run from the
expiration of the 1-year hardware warranty through the extended warranty term.
Non-Axon manufactured Devices are not covered by Axon’s warranty. Agency
should contact the manufacturer for support of non-Axon manufactured Devices.
6.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured
Device during the warranty term, Axon’s sole responsibility is to repair or replace
the Device with the same or like Device, at Axon’s option. A replacement Device
will be new or like new. Axon will warrant the replacement Device for the longer
of: (a) the remaining warranty of the original Device; or (b) 90-days from the date
of repair or replacement.
If Agency exchanges a device or part, the replacement item becomes Agency’s
property, and the replaced item becomes Axon’s property. Before delivering a
Device for service, Agency must upload Device data to Axon Evidence or
download it and retain a copy. Axon is not responsible for any loss of software,
data, or other information contained in storage med ia or any part of the Device
sent to Axon for service.
6.3 Spare Devices. Axon may provide Agency a predetermined number of spare
Devices as detailed in the Quote (“Spare Devices”). Spare Devices will replace
broken or non-functioning units. If Agency utilizes a Spare Device, Agency must
return to Axon, through Axon’s warranty return process, any broken or non-
functioning units. Axon will repair or replace the unit with a replacement Device.
Upon termination, Axon will invoice Agency the MSRP then in effect for all
Spare Devices provided. If Agency returns the Spare Devices to Axon within 30
days of the invoice date, Axon will issue a credit and apply it against the invoice.
6.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow
Device use instructions; (b) Devices used with equipment not manufactured or
recommended by Axon; (c) abuse, misuse, or intentio nal damage to Device; (d)
force majeure; (e) Devices repaired or modified by persons other than Axon
without Axon’s written permission; or (f) Devices with a defaced or removed
serial number.
7 Device Warnings. See www.axon.com/legal for the most current Axon device warnings.
8 Design Changes. Axon may make design changes to any Axon Device or Service
without notifying Agency or making the same change to Devices and Services previously
purchased by Agency.
9 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and
services and suggestions to Axon, including all related intellectual property rights.
Agency will not cause any Axon proprietary rights to be violated. Axon through this
Agreement is granting City a nonexclusive license in relation to any Axon intellectual
property necessary for City to utilize the Services during the Term (and for any period of
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EXHIBIT B
time belong that as may be necessary to effectuate the intent of this Agreement).
10 Agency Responsibilities. Agency is responsible for: (a) Agency’s use of Axon Devices;
(b) breach of this Agreement or violation of applic able law by Agency or an Agency end
user; and (c) a dispute between Agency and a third-party over Agency’s use of Axon
Devices.
11 Confidentiality. “Confidential Information” means nonpublic information designated
as confidential or, given the nature of the information or circumstances surrounding
disclosure, should reasonably be understood to be confidential. Each Party will take
reasonable measures to avoid disclosure, disseminat ion, or unauthorized use of the other
Party’s Confidential Information. Unless required by law, neither Party will disclose the
other Party’s Confidential Information during the Term and for 5-years thereafter. Axon
pricing is Confidential Information and competition sensitive. If Agency is required by
law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to
Axon before disclosure. Axon may publicly announce information related to this
Agreement. Parties understand and acknowledge that this Agreement and the Exhibits
are subject to release under the Public Records Act.
12 Delays. Axon will use commercially reasonable efforts to deliver Products and services
as soon as practicable. If delivery is interrupted due to causes beyond Axon’s control,
Axon may delay or terminate the delivery with reaso nable notice.
13 Force Majeure. Neither Party will be liable for any delay or failure to perform under the
Agreement due to a cause beyond the Parties’ reasonable control, including acts of God,
labor disputes, industrial disturbances, utility failures, earthquake, storms, elements of
nature, blockages, embargoes, riots, acts or orders of government, terrorism, or war.
14 Effect of Termination. Agency will be invoiced and obligated to pay for the remainder
of the MSRP for TASER 60 hardware received before t he termination date. In the case of
termination for non-appropriations, Axon will not invoice Agency if Agency returns the
CEW, battery, holster, and unused cartridges to Axon within 30 days of the date of
termination.
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
EXHIBIT C
EXHIBIT C
AXON CLOUD SERVICES TERMS OF USE
1 Definitions.
“Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services
within Agency’s tenant, including media or multimed ia 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 abo ut Agency’s Axon
Cloud Services tenant, Axon Devices and client soft ware, 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 o r 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 mo re 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 obt ains no interest in Agency Content,
and Agency Content are not business records of Axon. Agency is solely responsible for
uploading, sharing, managing, and deleting Agency Content. Axon will have limited
access to Agency Content solely for providing and supporting Axon Cloud Services to
Agency and Agency end users.
4 Security. Axon will implement commercially reasonable and appropriate measures to
secure Agency Content against accidental or unlawfu l 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 prot ection. Axon agrees to the Federal
Bureau of Investigation Criminal Justice Informatio n Services Security Addendum.
5 Agency Responsibilities. Agency is responsible for: (a) ensuring Agency owns Agency
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EXHIBIT C
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 connectio ns 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 Axo n 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 if an unauthorized party may be using
Agency’s account or Agency Content, or if account information is lost or stolen.
6 Privacy. Axon will not disclose Agency Content or informatio n about Agency except as
compelled by a court or administrative body or required by law or regulation. If Axon
receives a disclosure request for Agency Content, Axon will give Agency notice, unless
legally prohibited from doing so, to allow Agency t o file an objection with the court or
administrative body. Agency agrees to allow Axon access to certain information from
Agency to: (a) perform troubleshooting services upo n request or as part of regular
diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon
Evidence; or (c) perform analytic and diagnostic evaluations of the systems.
7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offers 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 o f 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 Clo ud 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 Co ntent 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
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EXHIBIT C
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 dat a to Axon Cloud Services.
12 Axon Cloud Services Restrictions. Agency and Agency end users (including
employees, contractors, agents, officers, volunteers, and directors), may not, or may not
attempt to:
12.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon
Cloud Services;
12.2 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;
12.3 access or use Axon Cloud Services with the intent to gain unauthorized access,
avoid incurring fees or exceeding usage limits or quotas;
12.4 use trade secret information contained in Axon Cloud Services, except as
expressly permitted in this Agreement;
12.5 access Axon Cloud Services to build a competitive device or service or copy any
features, functions, or graphics of Axon Cloud Services;
12.6 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
12.7 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.
13 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.
14 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.
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EXHIBIT C
15 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.
Survival. Upon any termination of this Agreement, the following sections in this Exhibit will
survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon
Cloud Services Restrictions.
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EXHIBIT D
EXHIBIT D
TECHNOLOGY ASSURANCE PLAN
1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the
1-year Hardware Limited Warranty.
2 Officer Safety Plan. If Agency purchases an Officer Safety Plan (“OSP”), Agency will
receive the deliverables detailed in the Quote. Agency must accept delivery of the
TASER CEW and accessories as soon as available from Axon.
3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to
Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following
month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the
following month (“OSP 7 Term”).
4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased
TAP, Axon will provide Agency a new Axon body-worn camera (“BWC Upgrade”) as
scheduled in the Quote. If Agency purchased TAP Axo n will provide a BWC Upgrade
that is the same or like Device, at Axon’s option. Axon makes no guarantee the BWC
Upgrade will utilize the same accessories or Axon Dock.
5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased
TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote (“Dock
Upgrade”). Accessories associated with any Dock Upgrades are subject to change at
Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration
unless a new Axon Dock core is required for BWC compatibility. If Agency originally
purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock
model that is the same or like Device, at Axon’s option. If Agency originally purchased a
multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same
or like Device, at Axon’s option.
6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote
without prior confirmation from Agency unless the Parties agree in writing otherwise at
least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled
in the Quote 60 days before the end of the Subscription Term without prior confirmation
from Agency.
7 Upgrade Change. If Agency wants to change Device models for the o ffered BWC or
Dock Upgrade, Agency must pay the price difference between the MSRP for the offered
BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency
desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade,
Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the
upgrade.
8 Return of Original Device. Within 30 days of receiving a BWC or Dock Upgrade,
Agency must return the original Devices to Axon or destroy the Devices and provide a
certificate of destruction to Axon including serial numbers for the destroyed Devices. If
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EXHIBIT D
Agency does not return or destroy the Devices, Axon will deactivate the serial numbers
for the Devices received by Agency.
9 Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30
days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any
reason:
9.1 TAP and OSP coverage terminate as of the date of termination and no refunds
will be given.
9.2 Axon will not and has no obligation to provide the Upgrade Models.
9.3 Agency must make any missed payments due to the termination before Agency
may purchase any future TAP or OSP.
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EXHIBIT E
EXHIBIT E
AXON AUTO-TAGGING
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 Ser vices, 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 Exhibit. 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 t hat 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 document ation and information to
Axon.
5 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
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27
EXHIBIT E
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
DocuSign Envelope ID: 582EAC06-FDE7-4143-8CCD-7E0693ED6D27