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PD Body Worn Cameras Master ServicesDocuSign Envelope ID: 8D29B996-2987-4842-8620-8B3D8BDAF305 AXONMaster Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and City of San Rafael ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement, or (b) signature date on the quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon products and services detailed in the Quote Appendix ("Quote"). The Parties therefore agree as follows: Term. This Agreement begins on the Effective Date and continues until terminated pursuant to this Agreement ("Term"). Agency may renew this Agreement for an additional 5 years upon execution of a new quote. New products and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 2 Definitions. "Axon Evidence" means Evidence.com and other software, maintenance, and storage provided by Axon for use with Axon Evidence. This excludes third -party applications and my.evidence.com. "Products" means all hardware, software, cloud -based services, and software maintenance releases and updates provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for products 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 pursuant to this Agreement. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order, unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Products 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 on the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants its law enforcement hardware is free from defects in workmanship and materials for 1 year from the date ofAgencys receipt, except for Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its accessories for 90 -days from date of Agency's receipt. Expended conducted till.: blaster Services and Purchasing Agroemont he—an Also, and Agency Depamnem: salesXustaelar service Page 1 of 12 Varsioe: 6.0 Release Date: 11192010 u ffi G MA L DocuSign Envelope ID. 8D29B996-2987-4842-8620-8B3D8BDAF305 {AXON Master Services and Purchasing Agreement energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from expiration of the 1 -year hardware limited warranty through the extended warranty term. Non -Axon manufactured products are not covered by Axon's warranty. Agency should contact the manufacturer for support of non -Axon manufactured products. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured product during the warranty term, Axon's sole responsibility is to repair or replace the product with the same or like product, at Axon's option. A replacement product will be new or like new and have the remaining warranty of the original product or 90 days from the date of repair or replacement, whichever is longer. When Agency exchanges a product or part, the replacement item becomes Agency's property and the replaced item becomes Axon's property. For support and warranty service visit www.axon.com/support. Before delivering a product for service, Agency must upload product 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 on the storage media or any part of the product. 7.3 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Product use instructions; (b) Products used with products not manufactured or recommended by Axon; (c) abuse, misuse, intentional, or deliberate damage to the Product; (d) force majeure; (e) Products repaired or modified by persons other than Axon without Axon's written permission; or (f) Products with a defaced or removed serial number. 7.3.1 To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.3.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Product will not exceed the purchase price paid to Axon for the Product or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or any other legal theory. 8 Product Warnings. See www.axon.com/legal for the most current Axon product warnings. 9 Design Changes. Axon may make design changes to any Axon product or service without notifying Agency or making the same change to products and services previously purchased by Agency. 10 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 11 Indemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees") from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a third party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Title 6lasmr Services aad P—h-I.Ti Agmement between A... and Agenry Depanment S,Iesleaatemet Sami- Page 2 of 12 ge Velaosrsiona Dalo .g 111gRD1g DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3DBBDAF305 L. AXON Master Services and Purchasing Agreement negligent acts, omissions or willful misconduct by Agency or claims under workers compensation. 12 IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services, related software, and suggestions to Axon. Axon has and claims proprietary rights in the hardware, firmware, software, and integration of ancillary materials, knowledge, and designs constituting Axon products and services. Agency will not directly or indirectly cause any Axon proprietary rights to be violated. 13 IP Indemnification. Axon will indemnify Agency Indemnitees from and against all claims, damages, losses, liabilities, reasonable costs and expenses arising out of or relating to any third -parry claim alleging that use of Axon Products or services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. Agency must provide Axon with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon's expense, and cooperate fully with Axon in the defense or settlement of such a claim. Axon has no liability to Agency or any third party to the extent any alleged infringement or infringement claim is based upon: (a) modification of Axon Evidence by Agency or any third party not approved by Axon; (b) use of Axon Evidence in connection or in combination with hardware or services not approved or recommended by Axon; (c) use of Axon Evidence other than as permitted under this Agreement; or (d) use of other than the most current release or version of any software provided by Axon as part of or in connection with Axon Evidence. 14 Agency Responsibilities. Agency is responsible for (a) its use of Axon Products; (b) breach of this Agreement or violation of applicable law by Agency or any Agency end user; and (c) a dispute between Agency and a third party over Agency use of Axon Products. 15 Termination. 15.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's material breach, Axon will refund prepaid amounts on a prorated basis based on the date of notice of termination. 15.2 By Agency. Agency is obligated to pay the fees under this Agreement. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. The date of such termination will be the date Axon receives notice from Agency. 15.3 Effect of Termination. Upon any termination of this Agreement, all Agency rights under this Agreement immediately terminate, and Agency remains responsible for all fees incurred prior to the date of termination. The following sections will survive termination: Payment, Warranty, Product Warnings, Indemnification, IP Rights, and Agency Responsibilities. If Agency purchases Products for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Products received and amount paid towards those Products. If terminating for non - appropriations, Agency may return Products to Axon within 30 days of termination. MSRP is the standalone price of the individual Product at time of sale. For bundled Products, MSRP includes the standalone price of all individual components. TIO.: M-wr 5-1— and P—hning Agraamenr bli w n Agan and Agmrry D.Pamnam: S.I.VC-I.— samca Page 3 of 12 Va.1— 6.0 fl.1— Dom 11198010 DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3D8BDAF305 {AXON Master Services and Purchasing Agreement 16 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5 -years thereafter. 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. 17 General. 17.1 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 reasonable notice. 17.2 Force Majeure. Neither Party will be liable for any delay or failure to perform under this 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. 17.3 Independent Contractors. The Parties are independent contractors. Neither Party has authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 17.4 Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 17.5 Non -Discrimination. Neither Party nor its employees will discriminate against any person based on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 17.6 Export Compliance. Each Party will comply with all import and export control laws and regulations. 17.7 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 17.8 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 17.9 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 17.10 Governing Law. The laws of the state where Agency is physically located, without reference Tit ha: Master Services and Purchasing Agroon-1 bemoan Axon and Agency Deparunont SalesiCuxunner Serape Page 4 of 12 Vo Non: 6.g Heleasa Date: 11190018 DocuSign Envelope ID: 8D29B996-2987-4842-8620-8B3D8BDAF305 AXON Master Services and Purchasing Agreement to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 17.11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Contracts Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip contracts@axon.com Email 17.12 Entire Agreement. This Agreement, including the Appendices, represent the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares that the representative is authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. DocuSigned by - Signature: / —5513AEB6131A4424 Robert Driscoll Name: Title: VP, Assoc. General counsel 3/5/2019 1 11:44 AM MST Date: TiIle: Master Services and Purchasing Agreement between Ason and Agan" Department Sales/Customer Service Version: 6.0 Release Date: 1119(1010 City of San Rafael Signature: i . -�Jtvl Name: 1 ctz Title: City Manager �j Date: 3--7-t / Page 5 of 12 DocuSign Envelope ID: SD29B996-29B7-4842-8620-8B3DBBDAF305 AXONMaster Services and PurchasingAgreement g Bement Axon Evidence Terms of Use Appendix Axon Evidence Subscription Term. The Axon Evidence subscription begins after shipment of the Axon body -worn cameras. If Axon ships the body -worn cameras in the first half of the month, the start date is the 1 st of the following month. If Axon ships the body -worn cameras in the second half of the month, the start date is the 15th of the following month. For phased deployments, the start date begins on shipment of the first phase. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term will end upon the completion of the Axon Evidence subscription as documented in the Quote ("Axon Evidence Subscription Term") 2 Agency Content. "Agency Content" means software, data, text, audio, video, images or any content Agency end users (a) run on Axon Evidence; (b) cause to interface with Axon Evidence; or (c) upload to Axon Evidence under Agency account or otherwise transfer, process, use or store in connection with Agency account. 3 Access Rights. Upon Axon granting Agency an Axon Evidence subscription, Agency may access and use Axon Evidence to store and manage Agency Content during the Axon Evidence Subscription Term. Agency may not exceed more end users than the Quote specifies. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and mange TASER CEW and TASER CAM data ('TASER Data") during the Axon Evidence Subscription Term. Agency may upload non-TASER Data to Axon Evidence Light. 4 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 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 Evidence to Agency and Agency end users. 5 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 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. Updates. For Android applications, including Axon View, Device Manager, and Capture, Axon will use reasonable efforts to support previous version of applications for 45 days. If Agency does not update their Android application to the most current version within 45 days of release, Axon may disable the application or force updates to the non -supported application. 7 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this Agreement; (b) ensuring Agency owns Agency Content; (c) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Evidence violates this Agreement or applicable laws; and (d) maintaining necessary computer equipment and Internet connections for use of Axon Evidence. If Agency becomes aware of any violation of this Agreement by an rule 6lasrer Services and Purcu.o�ln0 Ag—,nom b.—o A... and Apm y Page 6 of 12 Deponmom Sales/Cuslomor Service Vn"ion 6.0 Roleoso Dora 11/9!1010 DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3D8BDAF305 AXONMaster Services and Purchasing s g Agreement end user, Agency will immediately terminate that end user's access to Axon Evidence. Agency is also responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate security and access by end users to Agency Content. Login credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. Audit log tracking for video data is an automatic feature of Axon Evidence that details who accesses Agency Content. Agency may download the audit log at any time. Agency shall contact Axon immediately if an unauthorized third party may be using Agency's account or Agency Content, or if account information is lost or stolen. Privacy. Axon will not disclose Agency Content or information 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 so Agency may 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 upon 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. 9 Storage. For Unlimited Axon Evidence body -worn camera subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body -worn camera. Axon may charge 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. 10 Location of Data 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 Evidence remains within the United States. Ownership of Agency Content remains with Agency. 11 Suspension. Axon may suspend Agency's or any end user's right to access or use any portion or all of Axon Evidence immediately upon notice, if: 11.1. The Termination provisions of this Agreement apply; or 11.2. Agency or end user's use of or registration for Axon Evidence may (a) pose a security risk to Axon Evidence or any third party; (b) adversely impact Axon Evidence, 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 and charges incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 12 Axon Evidence Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Evidence. 13 Axon Evidence Restrictions. All Axon Evidence subscriptions will immediately terminate if Agency does not comply with any term of this Agreement. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may Tita: Master Semicas and Purchasing Agreement between Asan and Agency Page 7 of 12 Departmanr S.Ie,/Cusmmer 5an1ca V.nl.n: 6.0 nal.... gat.: 11/9!2018 DocuSign Envelope ID: 8D29B996-2987-4842-8620-8B3D8BDAF305 AXONMaster Services and PurchasingAgreement g Bement not attempt to: 13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Evidence; 13.2. reverse engineer, disassemble, or decompile Axon Evidence or apply any process to derive any source code included in Axon Evidence, or allow others to do the same; 13.3. access or use Axon Evidence 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 Evidence, except as expressly permitted in this Agreement; 13.5. access Axon Evidence to build a competitive product or service or copy any features, functions, or graphics of Axon Evidence; 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 Evidence; or 13.7. use Axon Evidence 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. During these 90 -days, Agency may retrieve Agency Content only if Agency has paid all amounts due. There will be no functionality of Axon Evidence 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 Evidence during this time. Axon has no obligation to maintain or provide any Agency Content after these 90 -days and will thereafter, unless legally prohibited, delete all Agency Content stored in Axon Evidence. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Evidence. 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 Services, 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 Evidence on behalf of U.S. Federal department, Axon Evidence 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 Evidence 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 Evidence. 17 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage, Axon Evidence Warranty, and Axon Evidence Restrictions. rind Ms1e1 S—i-I end P—hming Agroemem b..w A.- and Age y Page 8 of 12 DepertmonL S11-TeSlumer Service Venian Go Release Dale: 1119/2018 DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3D8BDAF305 AXONMaster Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services. Agency must use pre -paid professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body -Worn Camera 1 -Day Service (BWC 1 -Day). BWC 1 -Day includes 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, additional on-site assistance is $2,500 per day. The BWC 1 -Day options include: System set up and configuration (Remote Support) • Setup Axon Mobile on smart phones (if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration m • Work with Agency to decide ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) _. Training for Agency's in-house instructors who can support Agencys Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence and Evidence Sync Implementation document packet - Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 3 Body -Worn Camera Virtual 1 -Day Service (BWC Virtual). BWC Virtual includes all items in the BWC 1 -Day Service Package, except one day of on-site services. 4 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. 5 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. 6 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use, and will provide an initial itemized list to Agency. Agency is responsible for, and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, Tit fl.: Alesmr Services end Pemhmin9 A9momem he.... A.- end Agency Page 9 of 17 oepenmenc SeleslCustemer Service v2io 6.0 Relense Oom: 1119/1019 DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3D8BDAF305 AXONMaster Services and Purchasing Agreement completeness, and consistency of all data, materials, and information supplied by Agency 7 Site Preparation. Axon will provide one copy of current user documentation for the Products in paper or electronic form ("Product User Documentation"). Product User Documentation will include all required environmental specifications in order for the professional services and related Products to operate in accordance with Product User Documentation. Prior to the installation of Product (whether performed by Agency or Axon), Agency must prepare the location(s) where the Products are to be installed ("Installation Site") in accordance with the environmental specifications in Product User Documentation. Following install, Agency must maintain the Installation Site in accordance with the environmental specifications. If Axon modifies Product User Documentation for any Products under this Agreement, Axon will provide the update to Agency when Axon generally releases it. 8 Acceptance. When Axon completes the professional services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion of professional services. 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 will re -present the Acceptance Form for approval and signature. If Axon does not receive the signed Acceptance Form or written notification of the reasons for rejection of within 7 calendar days of delivery of the Acceptance Form, Agency will be deemed to have accepted the professional services. 9 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. Ti0a: Miner Services and Purchming Ag—...l lb..—, A. -and Agenry Page 10 of 12 Depa—en SalesXustamer Service Vonion: 6.0 Release Dale: 11/0!2010 DocuSign Envelope ID: 8D29B996-29B7-4842-8620-8B3DBBDAF305 AXONMaster Services and PurchasingAgreement g Bement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. Term. TAP begins after shipment of the hardware covered under TAP. If Axon ships hardware in the first half of the month, TAP starts the 1 st of the following month. If Axon ships hardware in the second half of the month, TAP starts the 15th of the following month. ('TAP Term"). TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1 -year Hardware Limited Warranty. Spare Product. Axon will provide Agency a predetermined number of spare Products for hardware items and accessories listed in the Quote ("Spare Products"). Spare Products will replace broken or non-functioning units. If Agency utilizes a Spare Product, Agency must return to Axon, through Axon's warranty return process, any broken or non-functioning units. Axon will repair the non-functioning unit or replace with a replacement Product. Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Products provided under TAP. If Agency returns the Spare Products to Axon within 30 days of the Spare Product invoice date, Axon will issue a credit and apply it against the Spare Product invoice. 4 Officer Safety Plan Standard. The Officer Safety Plan Standard ("OSP Standard") includes Axon Evidence Unlimited, TAP for Axon body -worn camera and Axon Dock, one TASER X2 or X26P CEW with a 4 -year extended warranty, one CEW battery, and one CEW holster. Agency must purchase OSP for 5 years ("OSP Term"). At any time during the OSP Term, Agency may choose to receive the X2 or X26P CEW, battery and holster by providing a $0 purchase order. TAP Body -Worn Upgrade. If Agency purchased 3 years of Axon Evidence Unlimited or TAP as a standalone and makes all payments, Axon will provide Agency a new Axon body -worn camera 3 years after TAP starts ("Body -Worn Upgrade"). If Agency purchases 5 years of Axon Evidence Unlimited, an OSP, or TAP as a standalone and makes all payments, Axon will provide Agency a Body -Worn Upgrade 2.5 and 5 years after TAP starts. Axon may ship the Body -Worn Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. In year 5, Axon may ship the Body -Worn Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency. 5.1. TAP as a Stand-alone. If Agency purchased TAP as a standalone, Axon will provide a Body -Worn Upgrade that is the same or like product, at Axon's option. Axon makes no guarantee the Body -Worn Upgrade will utilize the same accessories or Axon Dock. If Agency wants to change product models for the Body -Worn Upgrade, Agency must pay the price difference between the MSRP of the offered Body -Worn Upgrade and the MSRP of the model Agency is acquiring. The MSRP will be the MSRP in effect at the time of the upgrade. Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered Body -Worn Upgrade. 5.2. OSP or Unlimited TAP. If Agency purchased Axon Evidence Unlimited or an OSP, Agency may choose a new on -officer video camera of Agency's choice. Title blaster Services and Pur -ha -9 Agreement betwaan Aron and Agency Page 1 ' -F '2 Department SaleslCust:mar Service Vonion 0. Release Dote 11 912010 DocuSign Envelope ID: 8D29B996-29B74842-8620-8B3D8BDAF305 AXONMaster Services and PurchasingAgreement g gement 6 TAP Dock Upgrade. If Agency purchased TAP for Axon Dock, Axon Evidence Unlimited, or an OSP, Axon will upgrade the Axon Dock with a new Axon Dock ("Dock Upgrade"). If Agency purchased 3 years of Dock TAP, Axon will provide the Dock Upgrade 3 years after TAP starts. If Agency purchased S years of Dock TAP, Axon will provide a Dock Upgrade 2.5 and 5 years after TAP starts. The Dock Upgrade at year 2.5 will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for body camera compatibility. Axon may ship the Dock Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. In year 5, Axon may ship the Dock Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency. 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 product, at Axon's option. If Agency originally purchased a multi -bay Axon Dock, the Dock Upgrade will be a multi -bay Axon Dock model that is the same or like product, at Axon's option. If Agency would like to change product models for the Dock Upgrade or change the number of bays, Agency must pay the price difference between the MSRP for the offered Dock Upgrade and the MSRP for the model desired. The MSRP will be the MSRP in effect at the time of the upgrade. Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered Dock Upgrade. 7 Return of Original Product. If Axon provides a warranty replacement 6 months before the date of a Body -Worn Upgrade or Dock Upgrade, that replacement is the upgrade. Within 30 days of receiving a Body -Worn or Dock Upgrade, Agency must return the original Products to Axon or destroy the Products and provide a certificate of destruction to Axon including serial numbers for the destroyed Products. If Agency does not return or destroy the Products, Axon will deactivate the serial numbers for the Products received by Agency. 8 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: 8.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be given. Axon will not provide the free upgrades. 8.2. Agency make any missed payments due to the termination before Agency may purchase any future TAP or OSP. 8.3. If any OSP terminates before the end of the OSP Term, Axon will invoice Agency the difference between the MSRP for Products received and amount paid towards those Products. If terminating for non -appropriations, Agency may return Products to Axon within 30 days of termination. MSRP is the standalone price of the individual Product at time of sale. For bundled Products, MSRP includes the standalone price of all individual components. The "Delta Logo," the "Axon + Delta Logo," Axon, Axon Commander, Axon Convert, Axon Detect, Axon Dock, Axon Evidence, Axon Five, Axon Forensic Suite, Axon Interview, Axon Mobile, Axon Signal SidearmEvidence Sync, TASER, TASER 7, and TASER CAM 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. © 2018 Axon Enterprise, Inc. Tide 6fasier Servkas and Pmchos1e0 Agmemenl b...ea A.- end Aganq Page 12 of 12 DePartmenc Sales/eusmme, Service Venlon; 6.0 Nolaase Oom� 11192016 AXON SALES REPRESENTATIVE Brian Moutinho 9168062275 bmoutinho@axon.com ISSUED 2/18/2019 0-198111-43514.759BM Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 SHIP TO Diana Bishop San Rafael Police Dept. - CA 1400 5th Avenue San Rafael, CA 94901 US BILL TO San Rafael Police Dept. - CA P. O. Box 151560 San Rafael, CA 94915 US Year 180.00 Item Description Axon Plans & Packages 0.00 TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 468.00 0.00 PAYMENT 150 BASIC EVIDENCE.COM LICENSE: YEAR 1 80012 0.00 75 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE TASER ASSURANCE PLAN ANNUAL PAYMENT, 85070 0.00 0.00 BODYCAM 80123 EVIDENCE.COM STORAGE, UNLIMITED Hardware 74001 74020 74021 11553 70033 74008 Services 85144 Quantity List Unit Price 13 336.00 0-198111-43514.7596 M y Quote Expiration: 03/10/2019 Account Number: 1935401 Start Date: 04/06/2019 Payment Terms: Net 30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE Bran Moutinho Phone 9168062275 Email bmout nh )@axon com Fax PRIMARY CONTACT iana Bishop Phone 4 5)485-3009 Ema 563@srp org Net Unit Price Total (USD) 0.00 0.00 75 180.00 0.00 0.00 750 0.00 0.00 0.00 5 468.00 0.00 0.00 150 0.00 0.00 0.00 75 240.00 0.00 0.00 75 288.00 0.00 0.00 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 75 499.00 0.00 0.00 2, BLK MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 75 0.00 0.00 0.00 MAGNET MOUNT, THICK OUTERWEAR, AXON 75 0.00 0.00 0.00 RAPIDLOCK 1 SYNC CABLE, USB A TO 2.5MM 75 0.00 0.00 000 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 13 42.00 0.001 0.00 AXON DOCK, 6 BAY + CORE, AXON BODY 2 13 1.49500 0.00 0.00 AXON STARTER 1 Q-198111-43514.759BM 2 2,750.00 0.00 0.00 Year 1 (Continued) Item Description = ojoo* Quantity List Unit Net Unit Price Total (USD) Price Services (Continued) 85146 AXON 1 -DAY SERVICE 1 2,000.00 0.00 0.00 Subtotal 0.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 0.00 Spares Item Description Quantity List Unit Net Unit Price Total (USD) Price Hardware AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 74001 2, BLK 2 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 2 0.00 0.00 0.00 MAGNET MOUNT, THICK OUTERWEAR, AXON 74021 RAPIDLOCK 2 0.00 0.00 0.00 11553 SYNC CABLE, USB A TO 2.5MM 2 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total I 0.00 Year 2 .... ...... Item Descri tion p Quantity List Unit Net Unit Price Total (USD) Price Axon Plans & Packages TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 PAYMENT 13 336.00 0.00 0.00 BASIC EVIDENCE.COM LICENSE. YEAR 2 80013 PAYMENT 75 180.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 750 0.00 0.00 0.00 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 5 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 150 0.00 0.00 0.00 TASER ASSURANCE PLAN ANNUAL PAYMENT 85070 BODYCAM 75 240.00 0.00 0.00 80123 EVIDENCE.COM STORAGE, UNLIMITED 75 288.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Q -198111-43514.759B M 3 Year 3 Item Description r: Quantity List Unit Net Unit Price Total (USD) Price Axon Plans & Packages TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 PAYMENT 13 336.00 0.00 0.00 BASIC EVIDENCE.COM LICENSE: YEAR 3 80014 PAYMENT 75 180.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 750 0.00 0.00 0.00 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 5 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 150 0.00 0.00 0.00 TASER ASSURANCE PLAN ANNUAL PAYMENT, 85070 BODYCAM 75 240.00 0.00 0.00 80123 EVIDENCE.COM STORAGE, UNLIMITED 75 288.00 0.00 0.00 Subtotal.0.00 32,254.50 Estimated Tax 0.00 Total 0.00 Year 4 Item Description Quantity List Unit Net Unit Price Total (USD) Price Axon Plans & Packages TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 PAYMENT 13 336.00 0.00 0.00 BASIC EVIDENCE.COM LICENSE: YEAR 4 80015 PAYMENT 75 180.00 180.00 13,500.00 85110 EVIDENCE.COM INCLUDED STORAGE 750 0.00 0.00 0.00 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 5 468.00 468.00 2,340.00 85110 EVIDENCE.COM INCLUDED STORAGE 150 0.00 0.00 0.00 TASER ASSURANCE PLAN ANNUAL PAYMENT. 85070 BODYCAM 75 24000 57.60 4,320.00 80123 EVIDENCE.COM STORAGE, UNLIMITED 75 288.00 161.26 12,094.50 Subtotal 32,254.50 Estimated Tax 388.80 Total 32,643.30 0-198111-43514.759BM 4 Year 5 List Unit Item Description Axon Plans & Packages Net Unit Price TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 Price PAYMENT 13 BASIC EVIDENCE.COM LICENSE: YEAR 5 80016 0.00 75 PAYMENT 85110 EVIDENCE COM INCLUDED STORAGE 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 5 TASER ASSURANCE PLAN ANNUAL PAYMENT, 85070 2,340.00 150 BODYCAM 80123 EVIDENCE.COM STORAGE, UNLIMITED Grand Total 0-198111-43514.759BM 5 89,703.30 List Unit Quantity Net Unit Price Total (USD) Price 13 336.00 0.00 0.00 75 180.00 180.00 13, 500.00 750 0.00 0.00 0.00 5 468.00 468.00 2,340.00 150 0.00 0.00 0.00 75 240.00 240.00 18,000.00 75 288.00 288.001 21,600.00 Subtotal 55,440.00 Estimated Tax 1,620.00 Total 57,060.00 Grand Total 0-198111-43514.759BM 5 89,703.30 AXON Discounts (USD) Quote Expiration: 03/10/2019 List Amount 361,196.00 Discounts 273,501.50 Total 87,694.50 *Total excludes applicable taxes and shipping Summary of Payments Payment Amount (USD) Year 1 0.00 Spares 0.00 Year 2 0.00 Year 3 0.00 Year 4 32,643.30 Year 5 57,060.00 Grand Total 89,703.30 0-198111-43514.759BM Notes The parties agree that the customer's existing Vievu Solution contract will be cancelled and consumed upon signature of this quote. Upon cancellation, this quote will reflect all future invoicing between Axon and the Customer. Customer is entitled to a credit for pre -paid and unused services based on the start date of this new agreement. This credit has been applied to this quote in the form of a discount in the amount of $194,256 and is based on a execution date of this contract of 3/10/2019. If this quote is executed after 3/10/2019, this credit is subject to change and the agency may receive a invoice from Axon for the difference in timing of service. Axon's estimated timeline for shipment of hardware is 6-8 weeks from the date of signature. Upon delivery and deployment of Axon body cameras, customer agrees to remove Vievu hardware from circulation. Customer agrees to either certify the cameras will be removed from circulation or return all Vievu hardware to Axon. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. r_ Signature: Date: _ 7 ' (� Name (Print): ii schutz Title: City Manager PO# (Or write N/A): Please sign and email to Brian Moutinho at bmoutinho@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buv.axon.com Quote: Q-198111-43514.759BM 'Protect Life'""=i and TASER® are registered trademarks of Axon Enterprise. Inc registered in the U.S. @ 2013 Axon Enterprise, Inc. All rights reserved. 0-198111-43514.759BM 7 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Police Department Project Manager: Dave Starnes Extension: 3471 Contractor Name: Axon Contractor's Contact: Brian Moutinho Contact's Email: bmoutinho@axon.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 3/5/2019 City Attorney Attorney c/o Laraine.Gittens@cityofsanrafael.org 2/22/2019 2 a. Review, revise, and comment on draft agreement ® LG and return to Project Manager 2/22/2019 ® LG b. Confirm insurance requirements, create Job on (N/A) PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a date. 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature When necessary, contractor -signed agreement enter a date. 5 Project Manager ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 3/4/2019 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds I�Q dim (for Public Works Contracts) 3/� 9 City Manager/ Mayor Agreement executed by City Council authorized official/0�� Attest signatures, retains original agreement and J�� 10 City Clerk sit, tl �4 forwards copies to Project Manager t q-3 -