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HomeMy WebLinkAbout25H - AXON ENTERPRISES TASER EQUIPMENTREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 17, 2019 TITLE: APPROVE A FIVE-YEAR AGREEMENT WITH AXON ENTERPRISE, INC. IN THE AMOUNT OF $1,272,036.01 TO PROVIDE TASER 7 EQUIPMENT TO THE SANTA ANA POLICE DEPARTMENT {STRATEGIC PLAN NO. 1, 51 /s/Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►U1�1:3q;7 RECOMMENDED ACTION Authorize the City Manager to execute a five-year agreement with Axon Enterprise, Inc. to provide Taser 7 equipment to the Santa Ana Police Department, for the period of December 17, 2019, through December 16, 2024, in the amount of $1,272,036.01, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department currently uses models X-26 and X-26P Taser equipment developed and distributed by Axon Enterprise, Inc. This equipment provides law enforcement personnel with a less -lethal enforcement alternative with a reduced risk of injury to officers and suspects. Approximately 400 of these Taser units have reached the end of their useful life and are scheduled for replacement. While researching alternatives, the Police Department Training Division identified the Taser 7 as the most viable replacement option. Approval of this contract will increase the Police Department's General Fund budgeted allocation, beginning in Fiscal Year 2020-21 through Fiscal Year 2023-24. It is anticipated utilization of this equipment will reduce liability claims and thus funding for the current year (Fiscal Year 2019-20) will be made by the Liability Fund. The Taser 7 provides several enhanced features that are not available on the current X-26 and X- 26P models, such as improved dart design and laser aiming that offers better accuracy and improved penetration through thick clothing. Taser 7 is equipped with an ARC feature that provides officers with the ability to warn suspects before deployment, aiding in de-escalation efforts. With the addition of these enhanced features, Axon anticipates an increase in Taser deployment effectiveness from 54 percent to 75 percent. In addition to the mechanical improvements over the X-26 and X-26P, the Taser 7 provides improved deployment documentation by interfacing with computer software already employed by the Police Department's body -worn camera program. The Police Department and the Human Resources Risk Management Division anticipate the Taser 7's enhanced features and documentation capability will complement the Police Department's de- escalation training and ultimately decrease the City's liability exposure related to use of force 25H-1 Agreement with Axon Enterprise, Inc. for Taser 7 Equipment December 17, 2019 Page 2 incidents. In addition, the Police Department and the Human Resources Risk Management Division anticipate that the additional features and effectiveness of the Taser 7 will contribute to a decrease in the number of use of force incidents requiring officer contact, thereby reducing workers compensation claims and the amount of time officers are off work due to work -related injuries resulting from use of force. Axon Enterprise is the only company that manufactures a Taser device, and the Police Department has completed the necessary Request to Exception to Competitive Bidding Process document. Axon Enterprise has been serving the law enforcement community for 44 years and has an outstanding reputation in the industry. The Police Department has a separate agreement with Axon Enterprise for body -worn camera equipment and services. Axon Enterprise has been responsive and accommodating in the servicing of that agreement, and staff recommends approval of this new Axon Enterprise agreement for Taser 7 equipment. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 — Community Safety, Objective #5 (Provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds for Year 1 of this agreement are available in the Human Resources Risk Management Liability & Property, Contracted Vendor Personnel Services account (no. 08009051-62302). Funding for Years 2-5 of this agreement will require funding to the Police Department Training Division contract services account (no. 01114410 62300) budget during the FY 2020-21 budget process. David Valentin Chief of Police Santa Ana Police Department Steven Pham Executive Director Human Resources Department Fund Year Amount FY 2019-20 $170,796.01 FY 2020-21 $275,310.00 FY 2021-22 $275,310.00 FY 2022-23 $275,310.00 FY 2023-24 $275,310.00 Total $1,272,036.01 APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Agreement with Axon Enterprise, Inc. 25H-2 DccuSign Envelope l D: A17787FA-E2E4-465E-9081-70753D6210B5 Exhibit 1 MASTER SERVICE AND PURCHASE AGREEMENT WITH AXON ENTERPRISE, INC. FOR PURCHASE, TRAINING AND MAINTENANCE OF THE TASER 7 CONDUCTED ENERGY WEAPON THIS AGREEMENT is made and entered into on this 17' day of December, 2019 by and between AXON Enterprises, Inc., a Delaware corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in Taser conducted energy weapon hardware, equipment, training, and maintenance. Axon Enterprise, Inc., has developed and distributes less lethal enforcement alternatives to law enforcement agencies with a reduced risk of injury to officers and suspects: B. Consultant, which has an outstanding reputation in the industry, represents that it is able and willing to provide such products and services to the City. Consultant is the only company that manufactures a Taser device and has been serving the law enforcement community for 26 years. Santa Ana Police Department has completed the necessary Request to Exception to Competitive Bidding Process, as Consultant is the sole provider of said services. C. In undertaking the performance of this Agreement, Consultant represents it is knowledgeable in its field and that any products provided and any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES a. During the term of this Agreement, Consultant shall perform, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately provide the products and complete the services described and set forth in Consultant's TASER 7 Agreement, identified as Exhibit A, which are attached hereto and incorporated by reference. b. The Parties to this Agreement understand and agree that any reference to any products or services owned, maintained and offered by Consultant, which are not specific to the TASER 7 equipment and services, are not applicable to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for products and services provided to City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $1,272,036.01. b. Payments by City shall be made within thirty (30) days following receipt of proper invoice 919377v1 Page 1 of 4 25H-3 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. "EMENTWITTI This Agreement shall commence on the date first written above and shall continue for a term of five (5) years, unless terminated earlier in accordance with the terms in Section 14 of Exhibit A. 4. INSURANCE Consultant agrees to maintain insurance coverage as follows: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into #19377v1 Page 2 of 4 25H-4 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 the Agreement. Consultant shall supply City with a fully executed additional insured endorsement. C. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 5. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-95) P.O. Box 1988 Santa Ana, CA 92702 Fax:714-245-8007 To Consultant: Axon Enterprise, Inc. Attn: Legal 17800 N. 850' Street Scottsdale, AZ 85255 Legal@AXON.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after #19377v1 Page 3 of 4 25H-5 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210135 the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 6. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. The City has provided this Agreement to incorporate Consultant's specific requirements for use of the TASER 7 products and services. In the event of any inconsistency or conflict between the Agreement and the attached Exhibits, the terms, conditions and provisions of this Agreement shall govern and control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City At rney I Tamara ogosian Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: �OmSlUned by: �EBBIM4J �pbert Drl scoI I Title: VP, ASSOC. General Counsel Page 4 of 4 #19377vl 25H-6 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 Exhibit A ! X0 IN Axon Enterprise, Inc.'s TASER 7 Agreement This TASER 7 Agreement ("Agreement") applies to Agency's TASER 7 purchase from Axon Enterprise, Inc. ("Axon"). Agency will receive TASER 7 Conducted Energy Weapon ("CEW") hardware, accessories, warranty, and services documented in the attached Quote Appendix ("Quote"). 1. Term. The start date is based on initial shipment of TASER 7 hardware ("Start Date"). If shipped in the first half of the month, the Start Date is the 1 st of the following month. If shipped in the last half of the month, the Start Date is the 15th of the following month. The TASER 7 term will end upon completion of the associated TASER 7 subscription in the Quote ("Term"). If the Quote has multiple TASER 7 ship dates, each shipment will have its own 60-month term, starting on the shipment of TASER 7 as described above. 2. Unlimited Duty Cartridge Plan. If the Quote includes "Unlimited Duty Cartridge Plan", this section applies. Agency must purchase an Unlimited Duty Cartridge Plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty, and ones that only use a CEW for training. Agency may not resell cartridges received under any TASER 7 plan. Axon will only replace cartridges used in the line of duty. 3. Training. If the Quote Includes a training voucher, Agency must use the voucher within 1 year of Issuance, or the voucher will be void. During the Term, Axon will issue Agency a voucher annually beginning on the Start Date. The voucher has no cash value. Agency cannot exchange it for another product or service. If the Quote includes Axon Online Training or Virtual Reality Content (collectively, "Training Content"), Agency may access Training Content during the Term. Axon will deliver all Training Content electronically. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. 4. Payment. Unless specified in the Quote, Axon will invoice Agency on the Start Date and then on the Start Date anniversary during the Term, if annual payments are elected. Payment is due net 30 days from the invoice. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding. Unless Agency provides Axon a valid and correct tax exemption certificate applicable to the purchase and ship -to location, Agency is responsible for all taxes associated with the order. S. Shipping. Axon may make partial shipments and ship from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon delivery to common carrier by Axon. If Agency requests expedited shipping, Agency is responsible for expedited shipping charges. Any loss or damage during shipment is Agency's responsibility. Shipping dates are estimates only. If the Quote includes future deliveries of hardware, Axon will ship hardware to Agency's address on the Quote. 6. Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. Hardware Limited Warranty. Axon's manufacturer warranty warrants that its law enforcement hardware is free from defects in workmanship and materials for 1 year from the date of receipt. Axon warrants its accessories for 90-days from date of receipt. Expended CEW cartridges are deemed to have operated properly. Extended warranties run from expiration of 111o: TAM i Agmomonl Rennmmnm: �nRm V .I.—ueee I.— Rel.:e: 1NiL2018 Pagel of 7 25H-7 DocuSign Envelope ID; A17787FA-E2E4-465E-9081-70753D6210B5 4 AXO N Axon Enterprise, Inc.'s TASER 7 Agreement the 1-year manufacturer warranty through the term of the extended warranty. Non -Axon manufactured products are not covered by Axon's warranty. If Axon receives a valid warranty claim during the warranty period, 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 period of the original product or 90 days from the date of replacement or repair, whichever is longer. A 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 product for service, Agency must upload product data to Axon Evidence (Evidence.com) or download it and retain a copy. Axon is not responsible for loss of data or other information contained on the storage media or any part of the product. 8. Extended Warranty. If the Quote includes a TASER 7 plan (TASER 7 Basic - Upfront Plus Subscription, TASER 7 Basic - Subscription, or TASER 7 Certification), extended warranty coverage is included for the TASER CEW, dock and core, and rechargeable battery as described in the Hardware Limited Warranty. TASER 7 plans extended warranty coverage begins on the Start Date and continues for the Term. If the Quote does not include a TASER 7 plan, Agency may purchase extended warranties to provide coverage. 9. Warranty Limitations. Axon's warranty obligations exclude damage related to; (a) failure to follow instructions on product's use; (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 otherthan Axon withoutthe written permission of Axon; or (f) products with a defaced or removed serial number. 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 or 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. Axon's cumulative liability to any party for any loss or damage resulting from any claims, demands, or actions 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 prior 12 months preceding the claim. In no event will either party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 10. Spare Products. Axon may provide Agency a fixed number of spares for TASER 7 hardware in the Quote ("Spare Products"). Spare Products will replace non-functioning units. If Agency uses a Spare Product, Agency must return non-functioning units to Axon, and Axon will repair or replace the non-functioning unit. If Agency does not return Spare Products to Axon within 30 days of termination of this Agreement, Axon will invoice Agency the MSRP then in effect for all unreturned Spare Products. Tl,le: TASER Tf p,eemanl RoperhnanC Lagnl Remem oaw: maumfe Page 2 of 7 25H-8 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 4'ji ,AXON Axon Enterprise, Inc.'s TASER 7 Agreement 11. Trade -In. If a trade-in discount is on the quote, Agency must return used hardware and accessories associated with the discount ("Trade-in Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade - In Units within the timeframe below, Axon will invoice Agency the value of the trade-in discount. Agency may not destroy Trade -In Units and receive a trade-in discount. Agency Size Days to Return from Start Date Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 12. Product Warnings. See www.axon.com/legal for the most current Axon product warnings. 13. Design Changes. Axon may make changes in the design of any of Axon's products and services without notifying Agency or making the same change to products and services previously purchased. Axon may replace end of life products with the next generation of that product without notifying Agency. 14. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 14.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will begiven. 14.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non -appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 14.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. 15. Delays. Axon will use 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 delivery with notice. 16. Proprietary Information. Agency agrees Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services. Agency will not directly or indirectly cause any proprietary rights to be violated. 17. Export Compliance. Each party will comply with all import and export control laws and regulations. 18. Assignment. Agency may not assign or transfer this Agreement without Axon's prior written approval. Tit e: TASM i Ag:eament v-1— m: tnvol .... M Wlea,e o.I.: iwavroie Page 3 of 7 25H-9 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 41, A X 0 N Axon Enterprise, Inc.'s TASER 7 Agreement 19. Governing Law: Venue. The laws of the state where Agency Is physically located, without reference to conflict of law rules, govern this Agreement and any dispute that might arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to thisAgreement. 20. 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. If any portion of this Agreement is held invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Agency Signature: Name: Signature: Name: Title: Title: Date: Date: TASER 7 Evidence.com Terms of Use Appendix 1 Subscription Term. The TASER 7 Evidence.com Subscription Term begins on the Start Date. 2 Agency Content. "Agency Content" means software, data, text, audio, video, images or other content any of Agency's end users (a) run on Evidence.com; (b) cause to interface with Evidence.com; or (c) upload to Evidence.com under Agency account or otherwise transfer, process, use or store in connection with Agency account. 3 Access Rights. Upon Axon granting Agency a TASER 7 Evidence.com subscription, Agency may access and use Evidence.com for the storage and management of data from TASER 7 CEW devices during the TASER 7 Evidence.com Subscription Term. Agency may not upload any non- TASER 7 data or any other files to Evidence.com. Agency may not exceed the number of end users than the quote specifies. 4 Agency Owns Agency Content. Agency controls and owns all right, Lille, and interest in and to Agency Content and except as otherwise outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for the uploading, sharing, withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Evidence.com to Agency and Agency end users. Security. Axon will implement commercially reasonable and appropriate measures to secure Tine: TASERTAgmemenl Renonmonn LIM Vert1,,- Lo Robe.. toa 10 Page 4 of 7 25H-10 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-707531)6210B5 Xil, A X 0 N Axon Enterprise, Inc.'s TASER 7 Agreement 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, Agency Responsibilities. Agency is responsible for (a) ensuring Agency users complywith this Agreement; (b) ensuring Agency owns Agency Content and no Agency Content or Agency end user's use of Agency Content or Evidence.com violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Evidence.com. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Evidence.com. 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 Evidence.com 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 any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content in order to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence Services; (c) generate aggregated data, excluding information that can be used to distinguish ortrace an individual's identity, either alone orwhen combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "PII"), to improve, analyze, support, and operate Axon's current and future products and services. Storage. 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. Location of Data Storage. Axon may transfer Agency Content to third party subcontractors for storage. Axon will determine the locations of data centers where Agency Content will be stored. For United States agencies, Axon will ensure all Agency Content stored in Evidence.com remains within the United States. ownership of Agency Content remains with Agency. 10 Suspension. Axon may suspend Agency access or any end user's right to access or use any portion or of Evidence.com immediately upon notice, if: 10.1. The Termination provisions of the TASER 7 Terms and Conditions apply; 10.2. Agency or an end user's use of or registration for Evidence.com (1) poses a security risk TIM: TASERT Agw—W pePoament Lepel .. I g : 1.0 aaw Dam: fARSRAtA Page 5 of 7 25H-11 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 4&A/\ON Axon Enterprise, Inc.'s TASER 7 Agreement to Evidence.com or any third party, (ii) may adversely impact Evidence.com or the systems or content of any other customer, (iii) may subject Axon, Axon's affiliates, or any third party to liability, or (iv) may be fraudulent; Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Evidence.com due to suspension, except as specified elsewhere in this Agreement. 11 Evidence.com Warranty. Axon warrants that Evidence.com will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to Evidence.com. 12 Evidence.com Restrictions. All Evidence.com 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 not attempt to: 12.1. copy, modify, tamper with, repair, or create derivative works of any part of Evidence.com; 12.2. reverse engineer, disassemble, or decompile Evidence.com or apply any other process to derive any source code included in Evidence.com, or allow any others to do the same; 12.3. access or use Evidence.com with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Evidence.com, except as expressly permitted in this Agreement; 12.5. access Evidence.com to build a competitive product or service or copy any features, functions, or graphics of Evidence.com; 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 Evidence.com ; or 12.7. use Evidence.com to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store ortransmit 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. During this 90-day period, Agency may retrieve Agency Content only if all amounts due have been paid. There will be no application functionality of Evidence.com during this 90-day period other than the ability to retrieve Agency Content. Agency will not incur any additional fees if Agency Content is downloaded from Evidence.com during this 90-day period. Axon has no obligation to maintain or provide any Agency Content after this 90-day period and will thereafter, unless legally prohibited delete all of Agency Contentstored in Evidence.com. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from Evidence.com. 14 Post -Termination Assistance. Axon will provide Agency with the same post -termination data n.: TASER7A ..:...t ver.i..: to Wl.—O.: ta29201e Page 6 of 7 25H-12 DocuSign Envelope l D: A17787FA-E2E4-465E-9081-70753D6210B5 Aki,, AX0ICI Axon Enterprise, Inc: s TASER 7 Agreement 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. 15 U.S. Government Rights. If Agency is a U.S. Federal department or using Evidence.com on behalf of U.S. Federal department, Evidence.com 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 Evidence.com 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 Evidence.com. 16 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage, Evidence.com Warranty, and Evidence.com Restrictions, AAxON, Axon, Axon Evidence, Evidence.com, and TASER 7 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. Till.: TASER7/ —...l oeP —Ir Leael vu,.Wn: 1.0 D.: 1012M3 Page 7 of 7 25H-13 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 SHIP TO Garry Couso Santa Ana Police Dept - CA 60 CIVIC CENTER PLAZA Santa Ana, CA 92703 US BILL TO Santa Ana Police Dept - CA CITY OF SANTA ANA PURCHASING DIVISION M16 20 CIVIC CENTER PLAZA RM 429 SANTA ANA, CA 92701 US Q-222010-43714.827TR Quote Expvstion-�QL3ll2019< Payment Terms: Net 30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE Tom Richardson Phone: 301-204-5323 Email: tichardson@taser.com Fax: PRIMARY CONTACT Garry Couso Phone:5627626600 Email: gcouso@santa-ana.org Year? t let Uti�t _ Item. �-be§cripntity__ -� Prlc� �=-Nef'Umt Price- .Total (USDj 20140 TASER 7 DUTY CARTRIDGE REPLENISHMENT 350 0.00 0.00 0.00 PROGRAM 20141 TASER 7 EVIDENCE.COM LICENSE _ 350 0.00' - 0 00 - 0.00 20141 TASER 7 EVIDENCE.COM LICENSE 1 0.00 0.00 0.00 TASER 7 HANDLE, HIGH VISIBILITY (GREEN 20008' - LASER), CLASS3R 350 0.00 0.00 17.00. 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 350 0.00 0.00 0.00 20042TASER 7 DOCK & CORE WARRANTY, 4-YEAR 4 0.00. 0.00 0.00 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 20012 700 0.00 0.00 DEGREE) TASER 7 LIVE CARTRIDGE,: CLOSE QUARTERS - 20013- 700 0.00- 0.00 (12-DEGREE) TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 20C12 DEGREE) 700 0.00 0.00 `TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS - 20013 (12-DEGREE) - 700 0.00 0.00 _ TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20014 CARTRIDGE, STANDOFF (3 700 0.00 0.00 TASER 7 HOOK -AND -LOOP TRAINING. (HALT) - 20015 - CARTRIDGE;. CLOSE QUART- _ 700 0.00- 0.00 20018 TASER 7 BATTERY PACK, TACTICAL 420 0.00 0.0c 20041- - TASER 7 BATTERY PACK WARRANTY, 4-YEAR - 420 0.00 - 0.0C 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 Year 1 (Continued) TASER 7 HOLSTER - SAFARILAND, RH+CART 20160 315 0.00 0.00 0.00 CARRIER TASER.7 HOLSTER - SAFARILAND, LH+CART - - 20161 35 0.00. 0.00 - 0.00 - CARRIER 74200 DOCK AND CORE, TASER 7 4 0.00 0.00 0.00 20050- HOOK -AND -LOOP TRAINING(HALT)SUIT 1 - -0.00 - 0.00.-' - 0.00 TASER 7 INERT CARTRIDGE, STANDOFF (3.5- 20016 DEGREE) 24 0.00 0.00 0.00 20017 '- TASER 7 INERT CARTRIDGE, .CLOSE QUARTERS -: 24 0.00 0.00 ' -000 (12-DEGREE) - 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM 4 0.00 0.00 0.00 DOCK 74200 ` TASER 7 6-BAY DOCK AND CORE 4 1,500.00 1,500.00 6,000.00' 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM 4 42.00 42.00 168.00 DOCK 20050'`- HOOK-AND-LOOPTRAINING '(HALT) SUIT 1 750.00 - 75000 `` 750.00 20144 TASER 7 CERTIFICATION PLAN 350 0.00 0.00 0.00 80087' TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL 1 0.00 0.00 0.00- , (- RUGGEDVED) AXON DEVELOPED OCULUS TRAINING CONTENT 20147 1 0.00 0.00 0.00 ACCESS OCULUS GO STANDALONE VIRTUAL REALITY 20135' - 1 0.00 0.00 0.00 HEADSET: 20146 TASER 7 ONLINE TRAINING CONTENT ACCESS 350 0.00 0.00 0.00 20120-' TASER 7INSTRUCTOR COURSE VOUCHER 4 ' 0.00 ;0:00 0.00' 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 20088- TASER 7 CERTIFICATION PLAN YEAR .1 PAYMENT - 350 -: 720.00 - 425.62 -: -148,967.00! TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL 80087 „��, 3 150.00 150.00 450.00 CEW FULL SERVICE WITH INSTRUCTOR 85168- TRAINING 1 17,000.00 0.00 0.00 _ : - Subtotal 156,335.00 Estimated Shipping om Estimated Tax 14,461.01 Total170,796.01_ DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 Spares 20008 TASER 7 HANDLE, HIGH VISIBILITY (GREEN 11 LASER), CLASS 3R _20040 TASER 7 HANDLE WARRANTY, 4-YEAR. 11 Year 2 0.00 0.00 0.00 0.00. 0.00 0.00. Subtotal 0.00 Estimated Tax , ` 0.00 Total 0.00 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 20012 700 0.00 0.00 0.00 DEGREE) TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 20013 700 0.00 0.00 0.00 (12-DEGREE) TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20014 700 0.00 0.00 0.00 CARTRIDGE, STANDOFF (3 TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20015 700 0.00 0.00 0.00.. CARTRIDGE, CLOSE QUART 20120 TASER 7INSTRUCTOR COURSE VOUCHER 20119 TASER.7 MASTER INSTRUCTOR SCHOOL VOUCHER 20089 TASER 7 CERTIFICATION PLAN YEAR 2 PAYMENT Year 4 0.00 0.00 0.00 1 0.00 0.00 0.00 �50 720.00 720.00 252,000.00 - Subtotal 252,000.00 Estimated Tax 23,310.00 Total) 275,310.00 TASER 7 LIVE: CARTRIDGE, STANDOFF-:(3.5- 20017 :.700 0.00 0.00. 0.00 .DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 700 0.00 0.00 0.00 (12-DEGREE) TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20014 D 700 -0:00 0.00 ` 0.00 CARTRIDGE, STANDOFF (3 - - DocuSign Envelope ID: Al 7787FA-E2E4-465E-9081-70753D6210B5 Year 3 (Continued) 20015 TASER 7 HOOK -AND -LOOP TRAINING (HALT) 700 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART 20120: - TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 TASER 7 MASTER INSTRUCTOR SCHOOL 20119 1 0.00 0.00 0.00 VOUCHER 20090 ` TASER 7 CERTIFICATION PLAN YEAR 3 PAYMENT 350 ,; 720.00 - 720.00 `-_-- 252,000.00 Subtotal 252,000.00 Estimated Tax r 23,310.00. Total 275,310.00 Year 4 20012 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 700 0.00 0.00 0.00 DEGREE) 20C13 TASER 7 LIVE CARTRIDGE; CLOSE QUARTERS 700 - 0.00 0.00 0.00' (12=DEGREE) TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20014 700 0.00 0.00 0.00 CARTRIDGE, STANDOFF (3 TASER 7 HOOK -AND -LOOP TRAINING (HALT) 20015 700 0.00 0 00 - 0.00, CARTRIDGE, CLOSE QUART.} _: 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 20119_ TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 b.00 _,VOUCHER 20091 TASER 7 CERTIFICATION PLAN YEAR 4 PAYMENT 350 720.00 720.00 252,000.00 Subtotal 252,000.00 Estimated Tax 23,310.00 Total <. 275,310.00.. Year 5 TASER 7 LIVE CARTRIDGE,: STANDOFF (3.5- 20012' 700 - 0.00 - 0.00, -0.00: DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 700 0.00 0.00 0.00 (12-DEGREE) DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 Year 5 TASER'7 HOOK -AND -LOOP TRAINING (HALT) 20014 - 700 0.00 0.00 0.00 CARTRIDGE, STANDOFF (3 20015 TASER 7 HOOK -AND -LOOP TRAINING (HALT) 700 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00. TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00 0.00 20092 . TASER 7 CERTIFICATION PLAN YEAR 5 PAYMENT 350. '. _.... _ 720.00 - 720.00 252,000.00 Subtotal 252,000.00 Estimated Tax 23,310.00 Total 275,310.00 Year 1 -Trade-In Credit 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 17 0.00 0.00 0.00 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 36 =' 0.00 0.00 0.00 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 97 0.00 0.00 0.00 20104.- TASER 7 TRADE-IN 'UPFRONT PURCHASE 200-- - ". 0.00 .: 0.00 "0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 'Grand Tata-I - f 27'£�906 07 Discounts (uso) Quote Expiration: 10131/2019 List Amount 1,284,368.00 033 00 *Total excludes applicable taxes Summary of Payments Year 1 170,796.01 Spares 0.00 Year 2 275,310.00 Year 3 275,310.00 Year 4 275,310.00 Year 5 275,310.00 Year 1 - Trade -In Credit 0.00 riff ==- -== =,2_2zQ36O1f DocuSign Envelope ID: A17787FA-E2E4-465E-9081-70753D6210B5 The parties agree that Axon Is granting a credit of $15,360.00 (applied to Year 1 Payment) for trade-in of CEW hardware, This credit Is based on a ship date range of 10/1612019-10/31/2019, resulting in a 1111512019 contract start date. Any change In this ship date and resulting contract start date will result In modification of this credit value which may result in additional fees due to or from Axon. Purchase of TASER 7 are governed by the TASER 7 Agreement located at https://www.axon.com/legal/sales-terms-and-conditions and not the Master Services and Purchasing Agreement referenced below. Tax is subject to change at order processing with valid exemption. 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/lecal/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. Signature: Date: Name (Print): Title: PO# (Or write WA): Please sign and email to Tom Richardson at trichardson@taser.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-222010-43714.827TR 'Protect Life'@ and TASER@ are registered trademarks of Axon Enterprise, Inc, registered in the U.S. @ 2013 Axon Enterprise, Inc. All rights reserved. 25H-22