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HomeMy WebLinkAboutItem 17 - Approve Agreement with Axon Enterprise, Inc.Police Department www.santa-ana.org/pol ice Item # 17 o`'r City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report October 1, 2024 TOPIC: Taser 10 Equipment AGENDA TITLE Approve Agreement with Axon Enterprise, Inc. for Taser Equipment (General Fund and Non -General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Axon Enterprise, Inc. for the provision of Taser 10 equipment to the Santa Ana Police Department for a five year period beginning December 15, 2024 to December 14, 2029, in an amount not to exceed $1,963,569 (Agreement No. A-2024-XXX). GOVERNMENT CODE 484308 APPLIES: Yes DISCUSSION On December 17, 2019, the City Council authorized a five-year agreement with Axon Enterprise, Inc. (Axon) for the purchase of the Taser 7 model equipment for the Santa Ana Police Department (SAPD) to provide police officers with a less -lethal enforcement option that minimizes the risk of harm to both officers and suspects. Prior to this contract, the police officers were using the older X-26 and X-26P models. As the end of the five-year period nears, approximately 400 of the Taser 7 models have reached their operational lifespan and are due for replacement. Upon expiration of the current agreement on December 16, 2024, the Taser 7 will no longer be under warranty and SAPD would be fully responsible for all liabilities resulting from the continued use of the Taser 7 model. Hence, the Police Department conducted research and identified the Taser 10 as the most suitable successor. The Taser 10 has several enhancements that surpass the capabilities of the Taser 7 models. The enhancements include an improved dart design which provides a higher likelihood of achieving temporary neuromuscular incapacitation when deployed. Additionally, the laser aiming system for Taser 10 provides superior accuracy and effectiveness through thick clothing. The Taser 10 also features an audible feature that Taser 10 Equipment October 1, 2024 Page 2 allows officers to warn suspects before deployment, aiding in de-escalation efforts. With the Taser 10 enhancements, Axon anticipates an increase in overall Taser deployment effectiveness. Moreover, the Taser 10 offers enhanced deployment documentation by integrating with the Police Department's existing body -worn camera program software. SAPD expects the Taser 10 advanced features and improved documentation capabilities will continue to complement the Department's de-escalation training and reduce the City's liability exposure in use -of -force incidents. Furthermore, the Police Department staff anticipates the enhanced features and effectiveness of the Taser 10 will provide an alternative to the number of use -of -force incidents requiring physical officer intervention, thereby reducing injury to both the officers and the suspects. As the sole manufacturer of Taser devices, Axon has been chosen following the completion of the Request for Exception to Competitive Bidding Process documentation. With decades of experience serving the law enforcement community, Axon enjoys a reputation for quality within the industry. The Police Department already has a separate agreement with Axon Enterprise for body -worn camera equipment and services, and the company has consistently demonstrated responsiveness and flexibility in fulfilling that agreement. Therefore, based on their track record and expertise, staff recommends the approval of this new agreement with Axon for Taser 10 equipment. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY 2024-25 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows: Fiscal Year Accounting Unit — Fund Accounting Unit, Account mount Account No. Description Description FY 24-25 01114410-62300 General Fund raining, Contract 275,310 Services -Professional Law SLESA, Contract FY 24-25 12814407-62300 Enforcement Services -Professional 114,649 Grants FY 25-26 01114410-62300 General Fund raining, Contract 275,310 Services -Professional Law SLESA, Contract FY 25-26 12814407-62300 Enforcement Services -Professional 118,093 Grants Taser 10 Equipment October 1, 2024 Page 3 FY 26-27 01114410-62300 General Fund raining, Contract 275,310 Services -Professional Law SLESA, Contract FY 26-27 12814407-62300 Enforcement Services -Professional 118,093 Grants FY 26-27 01114410-62300 General Fund raining, Contract 275,310 Services -Professional Law SLESA, Contract FY 26-27 12814407-62300 Enforcement Services -Professional 118,092 Grants FY 27-28 01114410-62300 General Fund raining, Contract 275,310 Services -Professional Law SLESA, Contract FY 27-28 12814407-62300 Enforcement Services -Professional 118,092 Grants Total $1,963,569 "Note: Amount rounded up or down to nearest dollar to equal total amount of contract. EXHIBIT(S) 1. Agreement with Axon Submitted By: Robert Rodriguez, Acting Chief of Police Approved By: Alvaro Nunez, City Manager Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AGREEMENT WITH AXON ENTERPRISE, INC. AND CITY OF SANTA ANA FOR TASER 10 CONDUCTED ENERGY WEAPONS THIS AGREEMENT is made and entered into on this 1st day of October, 2024 by and between Axon Enterprise, Inc., ("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. On December 17, 2019, the City Council authorized a five-year agreement with Axon Enterprise, Inc. for the purchase of the Taser 7 model equipment for the Santa Ana Police Department (SAPD) to provide police officers with a less -lethal enforcement option that minimizes the risk of harm to both officers and suspects (Agreement No. A-2019-243). That Agreement is still in effect. However, Axon Enterprise, Inc. no longer provides a warranty for the Taser 7, and approximately 400 of these units have reached the end of their operational lifespan and are due for replacement. As such, the City desires to retain a Consultant to replace the Taser 7 model equipment. B. The Taser 10 platform is an upgrade to the current Taser 7 platform. Consultant is the only company that manufactures a Taser device and has been serving the law enforcement community for 31 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 that it is knowledgeable in its field and that 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: 1. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Consultant's TASER Energy Weapon Agreement, identified as Exhibit A, which is 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 10 equipment and services, are not applicable to this Agreement. Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $1,963,569. 3. TERM This Agreement shall commence on December 15, 2024 for a five (5) year term, and shall expire on December 14, 2029, unless terminated earlier in accordance with Section 13 of Exhibit A. 4. INSURANCE Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE OF INSURANCE Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of $1,000,000. Workers' Compensation (W/C): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Vendor has no employees. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Permittee including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Permittee for City. 3. All required insurance policies: For any claims related to this contract, Permittee's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Permittee's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits that breaches the Insurance requirements, non -renewed by the carrier, or breach the Insurance requirements except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written shall be provided to City for policy cancellation or non -renewal due to non- payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Sgt. Brandon Sontag, 20 Civic Center Plaza M-96, Santa Ana, CA 92701. The name and location of event should be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to the City.. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Permittee shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Permittee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The retroactive date must be shown and must be before the date of the contract or the beginning of work. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a 3 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 retroactive date prior to the contract effective date, Company must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Subcontractors Contractor shall require and verify that all sub -contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub -contractors. Special Risks or Circumstances City reserves the right to modify these requirements after discussion with Contractor and written consent from Contractor, which shall not be unreasonably withheld, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 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: City Clerk 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-96) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-245-8007 To Contractor: Axon Enterprise, Inc. Attn: Brian Black, National Director 17800 N. 85th Street Scottsdale, AZ 85255 0 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 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 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 10 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. [Signatures on following page] Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: ")l-- TAMARA BOGOSIAN Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: a_ F-M- A CAM RO E T RODRIGUEZ Acting Chief of Police CITY OF SANTA ANA Alvaro Nunez City Manager AXON ENTERPRISE, INC.: EDocuSigned by: Robert Driscoll 5Ef1AFRR1 R1 Aq4?d Robert Driscoll Deputy General Counsel 0 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 EXHIBIT A AXON Axon Enterprise, Inc.'s TASER � Energy Weapon Agreement This TASER Energy Weapon Agreement ("Agreement") applies to Agency's TASER 7 or TASER 10 purchase from Axon Enterprise, Inc. ("Axon"). Agency will receive TASER 7 or TASER 10 Conducted Energy Weapon ("CEW") hardware, accessories, warranty, and services documented in the attached Quote Appendix ("Quote"). Term. The start date is based on the initial shipment of TASER 7 or TASER 10 hardware ("Start Date"). If shipped in the first half of the month, the Start Date is the 1st 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 OR TASER 10 term will end upon completion of the associated TASER 7 or TASER 10 subscription in the Quote ("Term"). If the Quote has multiple TASER 7 or TASER 10 ship dates, each shipment will have a 60-month term, starting on the shipment of TASER 7 or TASER 10 as described above. 2. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past -due sums at the lower of one -and -a -half percent (1.5%) per month or the highest rate allowed by law. 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. 3. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 4. Shipping. Axon may make partial shipments and ship any hardware provided by Axon under this Agreement ("Axon Devices") from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 5. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 6. Warranty 6.1. Limited Warranty; Disclaimer. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm and Axon -manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon ("Third -Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third -party provider or manufacturer. 6.2. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon -manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90-days from the date of repair or replacement. 6.2.1. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Agency must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service. 6.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 1 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 _-functioning units while Agency submits the broken or non- u u r. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 2 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 6.4. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Agency resells Axon Devices. 6.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 6.4.2. 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 Device or Service will not exceed the purchase price paid to Axon for the Axon Device, 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, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 6.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-terms-and-conditions. 6.6. Third -Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and-conditions, if any. 6.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. 7. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 8. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 9. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 10. Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 11. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 3 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement 12. Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) a dispute between Agency and a third -party over Agency's use of Axon Devices; (d) to ensure Axon Devices are destroyed and disposed of securely and sustainably at Agency's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 13. Termination. 13.1. 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 uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 13.2. By Agency. 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. 13.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices 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 Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non -appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 14. General. 14.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 14.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 14.3. Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 14.4. 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; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 14.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 14.6. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 14.7. 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. 14.8. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 14.9. 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. 14.10. 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. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Ci1OO5e an item. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 4 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement 18.12 Entire Agreement. This Agreement, including the 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. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Ent Docusigned by: Agency Robert Driscoll Signature 55DAEBB131A4424... Signature. Robert Driscoll Name: Name: Deputy General Counsel Title: Title: 9/17/2024 1 2:19 PM MST Date: Date: Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 5 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement TASER Energy Weapon Axon Evidence Terms of Use Appendix Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Evidence within Agency's tenant, including media or multimedia uploaded into Axon Evidence by Agency. Agency Content includes Evidence but excludes Non -Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non -Content Data" is data, configuration, and usage information about Agency's Axon Evidence tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content. Subscription Term. The TASER 7 or TASER 10 Axon Evidence Subscription Term begins on the Start Date. Access Rights. Upon Axon granting Agency a TASER 7 or TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 or TASER 10 CEW devices during the TASER 7 or TASER 10 Axon Evidence Subscription Term. Agency may not upload any non-TASER 7 or TASER 10 data or any other files to Axon Evidence. Agency may not exceed the number of end -users than the Quote specifies. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Axon Evidence and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this Agreement; (b) ensuring Agency owns Agency Content and no Agency Content or Agency end user's use of Agency Content or Axon Evidence violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Evidence. If Agency becomes aware of any violation of this Agreement by an end -user, Agency will immediately terminate that end user's access to Axon 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. Agency may download the audit log at any time. Agency shall contact Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 6 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Axon immediately if an unauthorized third party may be using Agency's account or Agency Content or if account information is lost or stolen. 7 Privacy. Your use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 8 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. 9 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. Axon will ensure all Agency Content stored in Axon Evidence remains within the country the Agency is located. 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 Axon Evidence immediately upon notice, if: 10.1. The Termination provisions of the TASER 7 or TASER 10 Terms and Conditions apply; 10.2. Agency or an end -user's use of or registration for Axon Evidence (i) poses a security risk to Axon Evidence or any third party, (ii) may adversely impact Axon Evidence 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 incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Axon Evidence due to suspension, except as specified elsewhere in this Agreement. 11 Axon Evidence Warranty. Axon warrants that Axon Evidence 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 Axon Evidence. 12 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 not attempt to: 12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Evidence; 12.2. reverse engineer, disassemble, or decompile Axon Evidence or apply any other process to derive any source code included in Axon Evidence, or allow any others to do the same; 12.3. access or use Axon Evidence with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Axon Evidence, except as expressly permitted in this Agreement; 12.5. access Axon Evidence to build a competitive product or service or copy any features, functions, or graphics of Axon Evidence; 12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Evidence; or 12.7. use Axon Evidence to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third -party privacy rights, or to store or Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 7 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXONAxon Enterprise, Inc.'s TASER Energy Weapon r W nAgreement e transmit malicious code. 13 After Termination. Axon will not delete Agency Content for 90 days following termination. During these 90 days, Agency may retrieve Agency Content only if all amounts due have been paid. There will be no application functionality of Axon Evidence during these 90 days other than the ability to retrieve Agency Content. Agency will not incur any additional fees if Agency Content is downloaded from Axon Evidence during these 90 days. Axon has no obligation to maintain or provide any Agency Content after these 90 days and will thereafter, unless legally prohibited delete all of Agency Content stored in Axon Evidence. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from Axon Evidence. 14 Post -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's Data Egress 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 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 the use of Axon Evidence. 16 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage, Axon Evidence Warranty, and Axon Evidence Restrictions. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 8 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Axon Customer Experience Improvement Program Appendix Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 1.1 ACEIP Tier 1. 1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Tech nique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 9 of 11 Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. 1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de -identified data. ❑ Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 10 of Department: Legal Version: 1.0 Release Date: 3/2/2023 Docusign Envelope ID: C98C7CB5-844F-4A19-B309-53909B4AE967 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement TASER 10 Appendix This TASER 10 Appendix applies to Agency's TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer's warranty plus the 4-year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and 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 credit. Agency may not destroy Trade -In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days 100 to 499 officers 90 days 500+ officers 180 days 5. TASER 10 Subscription Term. The TASER 10 Subscription Term for a standalone TASER 10 purchase begins on shipment of the TASER 10 hardware. The TASER 10 Subscription Term for OSP 10 begins on the OSP 10 Start date. 6. Access Rights. Upon Axon granting Agency a TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 10 CEW devices during the TASER 10 Subscription Term. Agency may not exceed the number of end users than the Quote specifies. 7. Agency Warranty. Agency warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Agency use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. 8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 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