Item 33 - Agreement with Axon Enterprise, Inc. for Body-Worn Camera Services

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Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement for Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 6 of 23 18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marit al status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 18.10. Governing Law . The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices are provided below: Axon: Axon Enterprise, Inc. Agency: City of Santa Ana Attn: Legal Attn: Clerk of the Council 17800 N. 85th Street 20 Civic Center Plz Scottsdale, Arizona 85255 Santa Ana, CA 92701-4058 legal@axon.com Email: CityClerk@santa-ana.org With Copy to: Santa Ana Police Department Attn: Chief of Police 60 Civic Center Plaza Santa Ana, CA 92701 18.12 Entire Agreement. This Agreement, including the Exhibits, Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. 18.13 Background Check Requirements: Agency may request and Axon shall provide to Agency proof of background screening and national security clearances and vetting for Axon personnel supporting Axon services detailed in this Agreement. The Parties understand that the final responsibility for maintaining the security and confidentiality of criminal justice information maintained by Agency, subject to the services pro vided by Axon, rests with the individual agency head and access to the screening and clearances performed by Axon are subject to Agency review. If Agency determines Axon personnel background and national security clearances do not comport or comply with the law, Axon shall coordinate and provide to Agency all information necessary to allow Agency can conduct background security screening of Axon personnel, at Agency’s expense. DocuSign Envelope ID: D7E89A7A-576D-4303-B1C0-8ACFA76A9E40