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HomeMy WebLinkAboutAXON ENTERPRISE, INC. (FORMERLY TASER, INC.)-2017TAi E=— R A-2017-113 LU j L 1 U LU ®� ASTER SERVICES AND PURCHASING AGREEMENT c between LU TASER INTERNATIONAL, INC. and THE CITY OF SANTA ANA, POLICE DEPARTMENT CITY Agreement Number: 'title,, Evidence.wm Master Service Agreement with Exhibits Page 1 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015 T^E3E-=Fk r". r e c r , a v e MASTER SERVICES AND PURCHASING AGREEMENT FOR BODY WORN CAMERA PROGRAM Taser Officer Safety Plan This Master Agreement (the Agreement) by and between TASER International, Inc., (TASER or Party) a Delaware corporation having Its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and CITY OF THE CITY OF SANTA ANA POLICE DEPARTMENT , (Agency, Party or collectively Parties) having Its principal place of business at 60 Civic Center Plaza, Santa Ana, CA, 92703, Is entered into as of May 2, 2017, (thee Effective Date), A. On March 29, 2016, the City issued a Request for Proposal for a Body Worn Camera System ("RFP 16-053 including Addendums 1 & 2"). Taser was one of eight vendors that submitted proposals for RFP 16-053 and was awarded the Agreement because after evaluation of all proposals, Taser was the graded the highest on the evaluation. Taser's response to RFP 16-053 Is Incorporated by reference herein as Exhibit "B" B. Taser represents that Taser Is licensed by the State of California to provide Body Worn Cameras and Services associated therewith and it willing to provide such services and devices as outlined in Its proposal in response to RFP 16-053. This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of TASER products and services as detailed in the Scope of Products and Services (as outlined in Paragraph 1) attached hereto as Exhibits "A" and "Al" Incorporated by reference (also referred to as Quote Number Q-31974-4 "Officer Safety Plan"). It is the intent of the Parties that this Agreement shall act as a master agreement governing all subsequent purchases by Agency of TASER Products and all subsequent products accepted by Agency shall be also incorporated by reference In the Scope of Products and Services attached as .Exhibits "A" (Scope of Products and Services) and "Al" ("Quote") attached and incorporated herein. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth in this Agreement, the Parties agree as follows; Scopes of Products and Services. Taser shall provide those products and perform those services as set forth In Exhibits "A" and 'Al", the Evidence.com Appendix, the Professional Services Appendix, the Taser Assurance Plan Appendix, and the Axon Integration Services Appendix attached hereto and Incorporated herein by reference, 2 Compensation. Agency agrees to pay, and TASER agrees to accept as total payment for its products and services offered as part of the Taser Officer Safety Plan five-year agreement the base amount of $1,488,424.26 as set forth below and as set forth in the Scope of Products and Services as identified in Exhibits "A" and "Al" which includes a $50,000 contingency to be used as the Agency's sole discretion, Title: Evidence,com Master Service Agreement with Exhlblts Page 2 of 27 Department: Legal Verslon: 1 11.0 Release Date: 7/31/2015 -r^m m " R 0 T F C. 'T L! F fi Year i 413 050f06 Year 2 256 014.00 Year 256 014.00 Year 4 2564014.00 Year 5 256,014.00 1 437 106.06 Includes Taxes H 1 318.20 Shipping & Handling 1 438 424.26 Total Cost Before Contingency QQatiage=150 000.00 TOTAL. 4 Total Five -Year A reement Cost TASER agrees to accept payment as follows: Year 1 50% of equipment or $65,910.00 upon delivery of equipment, plus $1,318.20 for shipping/handling; remainder of charges for Year 1 or $347,140.Q6 due upon Final Acceptance _Year 2_ p25fi,Q14,0Q to be made one ear from Einal Accetanc date Year 3 $256,014.00 to be made one year from date of payment made In Year 2 Year 4 $256,014,00 to be made one year from date of payment made In Year 3 Year 5 $256,014.00 to be made one year from date of payment made In Year 4 TOTAL. 1 438 424.26 -- 3 Te=. The initial term of this Agreement shall commence on May 2, 2017 and terminate on May 1, 2022, unless terminated earlier by either Party In accordance with Section 17, below, TASER services will not be authorized until a signed Quote or Purchase Order is received, whichever is first. 3.1 Evidenee.com Subscription Term: The Initial Terra of the Subscription services will begin after shipment of the Product. If shipped In 1st half of the month, the start date Is on the 1st of the following month. If shipped In the last half of the month, the start date is on the 15th of the following month. Subscription Services will automatically renew for additional successive Terms of one (1) year after completion of the Initial Term at the list price then in effect, unless the Agency gives TASER written notice of termination within sixty (60) days prior to the end of a one (1) year period, 3.2 Professional Services Term: Amounts pre -paid for professional services as outlined In Exhibits "A" and "Al" and the Professional Service Appendix must be used within 6 months of the Effective Date. Title: Evidence,com Master Service Agreement with Exhlblt's page 3 of 27 Department; Legal Version: 11.0 Release Rate: 7/31/2015 (0)T�1►�i 4 N. "Agency„ means the Santa Ana Police Department. "Agency Content" means software, data, text, audio, video, Images or other Agency content or any of the Agency's end users (a) run on the Evidence.com Services, (b) cause to interface with the Evldence.com Services, or (c) upload to the Evldence,com Services under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. "'Business Day" means Monday through Friday, excluding holidays. "Confidential Information" means all nonpublic Information disclosed by TASER, TASER affiliates, business partners of TASER or their respective employees, contractors or agents that Is designated as confidential or that, given the nature of the information or circumstances surrounding Its disclosure, reasonably should be understood to be confidential. "Documentation" means the (1) specifications, explanatory or informational materials, whether in paper or electronic form, that relate to the Services provided under this Agreement, or (11) user manuals, technical manuals, training manuals, warnings, specification or other explanatory or Informational materials, whether in paper or electronic form, that relate to the Products provided under this Agreement. "End User" means any of the Agency's employees who have access to Evidence.com via the Evidence.com licenses issued by TASER. "Evidence.com Service" means TASER web services for Evidence.com, the Evidence.com site, EVIDENCE Sync software, EVIDENCE Mobile App, Axon@ Mobile App, other software, maintenance, storage, and product or service provided by us under this Agreement for use with Evidence.com. This does not include any Third Party Applications, hardware warranties, or the my.evidence.com services. "'Extended Warranty" means a warranty that may be purchased by the Agency that runs from the date of the purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty, "Final Acceptance" means 30 days after the Agency's approval of the Professional Services following the Post go live review session. "Installation Site" means the location(s) where the Products are to be installed. "License" means any and all credentials and authorizations provided by TASER to Agency personnel to access and use Evidence,com, Licenses are transferable within the Agency. Standard licenses can be provided to authorized personnel of the District Attorney's Office within the County where Agency Is located. "Limited Warranty" means a 1-year terra on all TASER products and 90-days on accessories that runs from the date of acceptance by the Agency. "Policies" means the Trademark Use Guidelines, all restrictions described on the TASER website, and any other policy or terms referenced In or Incorporated into this Agreement. Policies do not Include whltepapers or other marketing materials, Title: EvIdence.com Master Service Agreement with Exhibits Page 4 of 27 Department: Legal Version: 1110 Release Date: 7/31/20i.5 ro ra 0 r to c r t. i r r "'On -Site Training„ means staff from TASER vlsing the Santa Ana Police Department for in - person training. "Products" means all TASER equipment, software, cloud based services, Documentation and software maintenance releases and updates provided by TASER under this Agreement. "Product User Documentation" means the documentation TASER's Professional Services Team will provide to Agency prior to commencement of the Services. "Replacement Product" means a new, like new, or repaired product as set forth In Exhibit A and Al. "Resolution Time" means the elapsed time between TASER's acknowledgment of an Issue until the problem in the Services has been resolved, which does not include time delays caused by the Agency or by third parties outside of TASER's reasonable control. "Scope of Services" means the products and services purchased by Agency from TASER and all products and services TASER agrees to provide to Agency as outlined In Exhibit 'A" attached hereto and incorporated by reference herein. "Spare products" means those extra products specifically set forth In the Scope of Products and Services attached hereto as Exhibits "A" and "Al "Subscription Term" shall mean the five (5) years that the Agency shall have access to Evidence.com Services for the storage and management of Agency Content. "Taxer Assurance Plan" („TAP") means the plan that includes the extended warranty coverage as well as the spare products and upgraded models at the end of the TAP term. The TAP is bundled into the purchase price of the Ultimate and Unlimited Plan Evidence.com licenses, The TAP Includes Axon camera upgrades every 2,5 years, TASER's extended warranty and spare cameras. The TAP includes the extended warranty coverage described In the current hardware warranty, as well as spare products and upgraded models at the end of the TAP term. TAP does not apply to software services offered for, by, on, or through the Taser,com or Evldence,com websites, "Training" means those training sessions as set forth and described in the Professional Services Appendix attached hereto, "Upgraded Models" means those products that TASER has upgraded, revised, and or modified. 5 Paympnt Terms, invoices are due to be paid within 45 days of the date of invoice. All orders are subject to prior credit approval. Payment obligations are non -cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding, If a delinquent account is sent to collections, the Agency is responsible for all collection and attorneys' fees. es. Unless TASER Is provided with a valid and correct tax exemption certificate applicable to the purchase and ship -to location, the Agency is responsible for sales and other taxes associated with the order. 71tle: Evidence,com Master Service Agreement wroth ExhlWts Page 5 of 27 Department: Legal Version: 11,0 Release Date, 7/31/2015 -r^a E—= F:t 7 Shjppinq; Titig, Risk of Loss: Refection. TASER reserves the right to make partial shipments and products may ship from multiple locations, All shipments are E X.W. via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by 'TASER. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency's responsibility, Shipping dates are estimates only. The Agency may reject nonconforming Product by providing TASER written notice of rejection within 10 days of shipment. Failure to notify TASER within the 10 day rejection period will be deemed as acceptance of Product. 8 Rglij,rnn . All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 9 _Wgrrapties. 9.1 Hardwalre, Limited Warranty. TASER warrants that its law enforcement hardware products are free from defects In workmanship and materials for a period of DIVE (1) YEAR from the date of Final Acceptance. Extended warranties run from the date of receipt of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the I - year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. TASER-Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non-TASER manufactured accessories are covered under the manufacturer's warranty. If TASER determines that a valid warranty claim is received within the warranty period, TASER agrees to repair or replace the Product, TASER's sole responsibility under this warranty is to either repair or replace with the same or like Product, at TASER's option. 9.2 Warranty Limitations. 9.2.1 The warranties do not apply and TASER will not be responsible for any loss, data loss, damage, or other liabilities arising from. (a) damage from failure to follow Instructions relating to the Product's use; (b) damage caused by use with non-TASER products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by TASER; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than TASER authorized personnel or without the written permission of TASER; or (e) If any TASER serial number has been removed or defaced. 9.2.2 To the extent permitted by law, the warranties and the remedies set forth above are exclusive and TASER 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. 9.2.3 TASER'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 TASER product will not exceed the purchase price paid to TASER 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 Title; Evidence,com Master Service Agreement with Exhibits Page 6 of 27 Department; Legal Verslon; 11.0 Release Date; 7/31/2015 -lr^!S ME FR breach of warranty, breach of contract, negligence, strict liability, tort or under any Bather legal theory. 9.3 Warranty Returns. If a valid warranty claim is received by TASER within the warranty period, TASER agrees to repair or replace the Product which TASER determines In its reasonable discretion to be defective under normal use, as defined in the Product instructions. TASER's sole responsibility under this warranty is to either repair or replace with the same or like Product, at TASER's option. 9.3.1 For warranty return and repair procedures, including troubleshooting guides, please go to TASER's websites www.taser.com/support or www.ev€dence.com, as Indicated in the appropriate product user manual or quick start guide. 9.3.2 Before delivering product for warranty service, it is the Agency's responsibility to upload the data contained In the product to the EVIDENCE.com services or download the product data and keep a separate backup copy of the contents. TASER Is not responsible for any loss of software programs, data, or other information contained on the storage media or any other part of the product services, 9.3.3 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 period is longer. When a product or part is exchanged, any replacement item becomes Purchaser's property and the replaced item becomes TASER's property. 10 Product Warnings. See our website at www_TASER.com for the most current product warnings. 11 Dgsign Changes. TASER reserves the right to make changes in the design of any of TASER's products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. 12 Insurance . TASER will maintain at TASER's own expense and in effect during the Term, Commercial General Liability Insurance, Workers' Compensation Insurance and Commercial Automobile Insurance and will furnish certificates of insurance or self-insurance upon request as follows: A. Commercial General Liability Insurance. TASER shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting there from 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 One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate. Such insurance shall (a) name the Agency, its officers, employees, agents, volunteers, and representatives as additional insured(s) in a form approved by the City Attorney's Office; (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the Agency, and (c) contain standard separation of Insureds provisions, Title: Evidence,com Master Service Agreement with Exhibits Page 7 of 27 Department: Legal Verslon: 11,0 Release Date: 7/31/2015 6) `TAisE-=Fq B. Business Automobile I -lability Insurance. TASER shall maintain business automobile liability insurance or a similar form, with a combined single limit of not less than One Million Dollars ($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 3300 of the Labor Code, TASER is required to be insured against liability for Workers' Compensation or to undertake self -Insurance. Prior to commencing the performance of the work under this contract, TASER agrees to obtain and maintain any employer's liability insurance with limits not less than One Million Dollars ($1,000,000) per accident. D. The following requirements apply to the insurance to be provided by TASER pursuant to this section. 1. TASER shall maintain all insurance required above in full force and effect for the entire period covered by this agreement. 2. Certificates of insurance shall be furnished to the Agency upon execution of this contract and shall be approved in form by the Agency's Attorney, 3. 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. 4. If TASER fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the Agency with required proof that insurance has been procured and is in force and paid for, the Agency shall have the right, at the Agency's election, to forthwith terminate this contract. Such termination shall not affect contractor's right to be paid for Its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the Agency for any work performed prior to approval of insurance by the Agency. 13 InSISMnification. TASER will indemnify and defend the Agency Indemnitees (the Agency's officers, directors, and employees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct of TASER under or related to this Agreement, except in the case of negligent acts, omissions or willful misconduct of the Agency or claims that fall under Workers Compensation coverage. 14 IIP Rights. TASER owns and reserves all right, title, and interest in the TASER Products and related software, as well as any suggestions made to TASER, 1s IP Indemnification. TASER will defend, indemnify, and hold the Agency Indemnitees harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third -party claim alleging that use of TASER Products or Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. The Agency must provide TASER with reasonable written notice of such a claim, tender to us the defense or settlement of such a claim at our expense, and cooperate fully with us in the defense or settlement of such a claim. TASER has no liability to the Agency or any third party if any alleged infringement or claim of infringement is to any extent based upon: (a) any modification of the Evidence,com Services by the Agency or any third party not approved by TASER; (b) use of the Evidence.com Services in connection or in combination with equipment, devices, or services not approved Title: EvIdenc.e.com Master Service Agreement vAth Exhibits Page B of 27 Department: Legal Version: 11.0 Release pate: 7/31/2015 or recommended by TASER; (c) the use of Evidence.com Services other than as permitted under this Agreement or In a manner for which it was not Intended; or (d) the use of other than the most current release or version of any software provided by TASER as part of or in connection with the Evidence.com Services. Nothing in this Sectlon will affect any warranties In favor of the Agency that are otherwise provided in or arise out of this Agreement, 16 Agency Resnansibilitiesa The Agency is responsible for (1) use of TASER Products (including any activities under the Agency Evidence.com account and use by Agency employees and agents), (11) breach of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (ill) Agency Content or the combination of Agency Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of TASER products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services. 17 Termination. 17.1 By Either Party. Either Party may terminate for cause upon 30 days advance written notice to the other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the event that the Agency terminates this Agreement under this Section and TASER fails to cure the material breach or default, TASER will issue a refund of any prepaid amounts on a prorated basis. 17.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the then current fiscal year. 17.3 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings, Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. 17.4 After Termination. TASER will not delete any Agency Content as a result of a termination during a period of 90 days following termination. During this 90-day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Evidence.com Services during this 90-day period other than the ability to retrieve Agency Content), The Agency will not incur any additional fees if Agency Content is downloaded from Evidence.com during this 90-day period. TASER 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 Content stored in the Evidence.com Services. Upon request, TASER will provide Title: Evidence.com Master Service Agreement with Exhibits Page 9 of 27 Department: Legal Version: 1110 Release pate: 7/31/2015 written proof that all Agency Content has been successfully deleted and fully removed from the Evidence.com Services. 17.5 Post -Termination Assistance. TASER will provide Agency with the same post- terminatlon data retrieval assistance that TASER generally makes available to all customers. Requests for TASER to provide additional assistance in downloading or transferring Agency Content will result In additional fees and TASER will not warrant or guarantee data integrity or readability in the external system. 18 General. 18.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confidential Information. Except as required by applicable law, neither Party will disclose either Party's Confidential Information during the Term or at any time during the 5-year period following the end of the Term. All TASER Pricing is considered confidential and competition sensitive. 18.2 Excusable delays. TASER will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of Interruption of any delivery due to causes beyond TASER's reasonable control TASER has the right to delay or terminate the delivery with reasonable notice. 18.3 Force Ma,jeure. Neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Parties' reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 18.4 Proprietary Information. The Agency agrees that TASER has and claims various proprietary rights in the hardware, firmware, software, and the Integration of ancillary materials, knowledge, and designs that constitute TASER products and services, and that the Agency will not directly or Indirectly cause any proprietary rights to be violated. 18.5 Independent Contractors. The Parties are independent contractors, Neither Party, nor any of their respective affiliates, 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, 18.6 . No Third ]Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. 18.7 Non-discrimination and Equal Opportunity. During the performance of this Agreement, neither the Parties nor the Party's employees will discriminate against any person, whether employed by a Party or otherwise, on the basis of basis of race, color, creed, religion, gender, sexual orientation, age, national origin, ancestry, disability, marital status, or political affiliation or belief, as defined and prohibited by applicable law, in recruitment, selection, training, utilization, promotion, termination or other employment related activities. TASER affirms that It is an equal opportunity employer and shall comply with all applicable federal, state, and local laws and regulations. Title; Evidence.com Master Service Agreement with Exhibits Page 10 of 27 Department: Lega; Version: 11.0 Release Date: 7/31/2015 18.8 U.S. Government Rights. Any Evidence.com Services provided to the U,S. Government as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data" will have the same rights and restrictions generally applicable to the Evidence.com Services. If the Agency is using the Evidence.com Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are Inconsistent in any respect with federal law, the Agency will Immediately discontinue use of the Evidence.com Services. The terms "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data" are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 18.9 Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re- import, export, and re-export control laws and regulations. 18.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. TASER may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement without consent (a) for financing purposes, (b) In connection with a merger, acquisition or sale of all or substantially all of our assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation, Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns, 18.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party's right to enforce the provision at a later time, 18.12 Severability, This Agreement is contractual and not a mere recital, If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 18.13 Governing Law, Venue. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. The United Nations Convention for the International Sale of Goods does not apply to this Agreement, 18.14 Notices, 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. All communications and notices to be made or given pursuant to this Agreement must be in the English language. 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. Notices provided by posting on the Agency's Evidence.com site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be Tlde: Evidence.com Master Servlce Agreement with Exhl@Its Page 11 of 27 Department: Legal verslon: 11.0 Release pate: 7/3112015 "Ir.0130SEEFI effective immediately. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Contact information for notices: To Agency: Clerk of 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: and To Taser: City of Santa Ana Police Department Attention: Chief of Police 60 Civic Center Plaza (MM97) P.O. Box 1981 Santa Ana, CA 92702 Fax (714) 245-8090 City Attorney City of Santa Ana 20 Civic Center Place (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax (714) 64.7-6515 TASER International, Inc. ATTN: Contracts 17800 N. 85th Street Scottsdale, Arizona 85255 contracts(a)taser.com Fax (480) 991-0791 18.15 Entire Agreement. This Agreement, Including the EXHIBITS, APPENDICES and Policies provided by TASER attached hereto in the following order of precedence: 11 This Agreement; 2, Exhibits and Appendices; 3. TASER policies, and 4. TASER's Response to the RFP TASER and Agency represent that this is the entire agreement between the Parties, This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If TASER provides a translation of the English Title; EvIdence,com Master Service Agreement with Exhibits Page 12 of 27 Department, Legal Verslon: 11.0 Release Date; 7/31/2015 TAE"*'EEF: I language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 18.16 Counterparts. If this Agreement form requires the signatures of the Parties, then this Agreement may be executed by electronic signature in multiple counterparts, each of which is considered an original. 18.17 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 and Appendices referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed, Each Party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALI.1 City ^rney T a4fir-Bogosian Assistant City Attorney RECOMMENDED FO APPi V Chief of Police Title: Evidence.com Master Service Agreement with Exhibits Department: legal Version: 11.0 Release hate: 7/31/2015 CITY OF SANTA ANA Cynthia Kurtz, Interim City Manager CONSULTANT Taser International, Incorporated (Name) Page 13 of 27 T^A E=- R s+ it o r � c r '. i� h EXHIBIT A Scope of Products and Services The Officer Safety Plan ("OSP") provides a bundling of two teclunologies: TASER Smart Weapons and Axon body -worn cameras. The OSP includes the benefits of the Evidence.com Unlimited License (which includes unlimited data storage for Axon camera and Axon Capture generated data in the Evidence.com Services and TAP for the Axon Camera), TAP for Evidence.com Dock, one TASER brand CEW with a 4-year Warranty, one CEW battery, and one CEW holster, per OSP user. This five (5) year plan also includes unlimited digital storage for Axon video and Axon and Evidence mobile uploads using Evidence.com. It also provides hill hardware warranty, and built-in upgrades. Products a. TASER Swart Weapons. TASER will provide the CITY two hundred (200) Class III, X2 TASER weapons (Yellow) b. TASER Smart Wea on Battery Pack, TASER will provide the CITY with two hundred (200) PPM standard battery packs for the X2/X26 Taser weapons. c. TASER Smart Weapon Holster. TASER will provide the CITY one hundred seventy (170) Blackhawk holsters (right) for the X2 Taser weapons. TASER will provide the City thirty (30) Blackhawk holsters (left) for the X2 Taser weapons. d. AXON Dock, TASER will provide the CITY with thirty-four (34) Axon Docks that contain 6 Bays + Core for the Axon Body 2 e. Axon Body -Worn Cameras {Axor1_Body �2). TASER will .provide the CITY two hundred (200) Axon Camera Assembly (Axon Body 2-black) f. Axon Cauxrera Assenlbl . TASER will provide CITY six (6) Axon Camera Assembly (Black) for the Axon Body 2 Cameras. g. Wall Mount Brackets. TASER will provide the CITY thirty-four (34) Wall Mount Bracket Assembly (Evidence.Com Dock) Title: Evidence.com Master Service Agreement with Exhibits page 14 Gf 27 Deportment: Legal Verslon: 11.0 ZeaSe pate: 7/31/2015 EXHIBIT A Scope of Products and Services Services a, Evidence.Com. TASER will provide the City thirty (30) professional Evidence,Com licenses. TASER will provide the City two hundred (200) Evidence.Corn integration licenses. b. Premium Plus Service. TASER will provide the City with professional services related to the configuration and training of the Anon body worn cameras, as further described in the Professional Services Appendix. c. Warranty. TASER will provide the City a four (4) year extended warranty on 200 TASER X-2 Weapons. d. TASER Assurance Plan ("TAP"l, TASER will provide the City with a four (4) year extended warranty on the Axon body worn cameras as well as the Axon Docks. TAP also includes hardware replacements at years 2.5 and 5, as further described in the TASER Assurance Plan Appendix. Title: Evidence,com Master Service Agreement wlth Exhibits Page 15 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015 M i"'A!s E-=Fq r r� [•. r[ r: r i. � r EXHIBIT Al Quote Q-31974-4 Title: Evidence.com Master Service Agreement with Exhibits Page 16 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015 r- EXHIBIT B Taser's Response to RFP Title: Evidence.com Master Service Agreement with Exhibits Page 17 of 27 Department: Legal Verslon: 11.0 Release Date: 7/31/2015 -r^!-= E=—n Evidence.com Terms of Use ,Appendix Access Rights. Upon the purchase or granting of a subscription from TASER and the opening of an Evidence.com account the Agency will have access and use of the Evidence.com Services For the storage and management of Agency Content during the subscription term (Term). The Evidence.com Service may not be accessed by more than the number of end users specified in the Scope of Products and Services (Exhibits "A" and "Al"). If Agency becomes aware of any violation of this Agreement by an end user, the Agency will immediately terminate that end user's access to Agency Content and the Evldence.com Services. 2 Agency Owns Agency Conteni:. The Agency controls and owns all right, title, and Interest in and to Agency Content and TASER obtains no rights to the Agency Content and the Agency Content are not business records of TASER. The Agency is solely responsible for the uploading, sharing, withdrawal, management and deletion of Agency Content. TASER will have limited access to Agency Content solely for the purpose of providing and supporting the Evldence.com Services to the Agency and Agency end users. The Agency represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users' use of Agency Content or the Evidence.com Services will violate this Agreement. 3 Evidence.com Data Security. 3.1. Generally. TASER will implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unlawful loss, access or disclosure. TASER agrees to promptly notify Agency in the event of an accidental or unlawful loss, unauthorized access or disclosure and any privacy breach. TASER will maintain a comprehensive Information Security Program (ISP) that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. The Agency Is 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. Log -in credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. The Agency agrees to be responsible for all activities undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end users which result in unauthorized access to the Agency account or Agency Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by the Agency at any time. The Agency shall contact TASER immediately if an unauthorized third party may be using the Agency account or Agency Content or if account information is lost or stolen. 3.2. FBI OIS Security Addendum. For customers based in the United States, TASER agrees to the terms and requirements set forth in the most recent Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CHS) Security Addendum for the Term of this Agreement. Title: Evidence.com Master Service Agreement with Exhibits page 18 of 27 Department: Legal Version: 11.0 Release Date: 7/31/N15 ^rsER p R C) T E f: T 1. I P L 4 Our SuoDort. TASER will make available updates as released by TASER to the Evldence.com Services. Updates may be provided electronically via the Internet. TASER will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) Is needed to comply with the law or requests of governmental entities. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. 5 ®ata Privacy. TASER will not disclose Agency Content or any information about the Agency except as compelled by a court or administrative body or required by any law or regulation, TASER will give prior notice if any disclosure request is received for Agency Content so the Agency may file an objection with the court or administrative body. The Agency agrees to allow TASER access to certain Information from the Agency in order to: (a) perform troubleshooting services for the account upon request or as part of our regular diagnostic screenings; (b) enforce this agreement or TASER's policies governing use of Evidence.com Services; or (c) perform analytic and diagnostic evaluations of the systems. 6 Dad Storage. TASER will determine the locations of the data centers in which Agency Content will be stored and accessible by Agency end users. For United States customers, TASER will ensure that all Agency Content stored in the Evidence.com Services remains within the United States including any backup data, replication sites, and disaster recovery sites. TASER may transfer Agency Content to third parties for the purpose of storage of Agency Content and agrees to abide by the provisions of pfaragraph 3.2 above. Third party subcontractors responsible for storage of Agency Content are contracted by TASER for data storage services. Ownership of Agency Content remains with the Agency. For use of an Unlimited Evidence.com License unlimited data may be stored in the Agency's Evidence,com account if the data originates from a TASER device. For use of Totally Unlimited Evidence.com Licenses TASER reserves the right to limit the types of content the Agency can store and share using the Services. 7 fees-an-d Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional end users, prorated for the duration of the Term. Additional end user accounts will terminate on the same date as the pre-existing subscriptions. TASER reserves the right to charge additional fees for exceeding purchased storage amounts or for TASER's assistance in the downloading or exporting of Agency Content at the end of the term of the Agreement. user'srishttoaccessonucom Services. TASER may suspend Agency access or any end P g any portion or all of the Evidence.com Services immediately upon reasonable notice in accordance with the following: 8.1 The Termination provisions of the Master Service Agreement apply; 8.2 The Agency or an end user's use of or registration for the Evidence.com Services (I) poses a security risk to the Evldence.com Services or any third party, (H) may adversely impact the Evidence.com Services or the systems or content of any other customer, (III) may subject TASER, TASER's affiliates, or any third party to liability, or (iv) may be fraudulent; 8.3 If TASER suspends the right to access or use any portion or all of the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. If TASER determines that the condition(s) that triggered paragraph 8.2 above was/were not the fault of the Agency, then the Agency will not be responsible for payment for that Title: Evidence.com Master Service Agreement with Exhibits Page 19 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015 r iv a r e r; r r. I r F period. TASER will not delete any of Agency Content on Evidence.com as a result of a suspension, except as specified elsewhere in this Agreement. 9 Software_Services Warranty, TASER warrants that the Evidence.com Services will not Infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. TASER disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to the Evidence.com Services. 10 License Restrigtipill. Neither the Agency nor any Agency end users may, or attempt to: (a) knowingly permit any third party to access the Evidence.com Services except as permitted in paragraph 1 of this Appendix; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other. process or procedure to derive the source code of any software included in the Evidence.com Services, or facilitate any procedure for others to do the same; (d) access or use the Evidence.com Services in a way intended to gain unauthorized access, avoid Incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted In this Agreement; (f) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services; (€) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of ours or our licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to knowingly store or transmit material in violation of third party privacy rights, or to store or transmit malicious code. All licenses granted in this Agreement are conditional on continued compliance with this Agreement, and will immediately and automatically term€nate if the Agency does not comply with any term or condition of this Agreement. The Agency may only use our trademarks in accordance with the TASER Trademark Use Guidelines (located at www.TASER.com). Title; Evidence.com Master Service Agreement with Exhibits Page 20 of 27 Department: Legal Version; 11.0 Release Date: 7/31/2015 0 MOMS e M F R Cl T F C. [ l I f F Professional Services Appendix Scope of Services. The project scope will consist of the Services identified in the Scope of Services as set forth in Exhibits "A" and "Al", the Appendices attached to the Agreement, the Evidence.Com Appendix, Professional Services Appendix, Taser Assurance Plan Appendix and the Axon Integration Appendix 1.1. The Package for the Axon and Evidence.com related Services are detailed below; System set up and configuration Setup Axon® Mobile on smart phones (if applicable), Configure categories & custom roles based on Agency need. Troubleshoot IT Issues with Evidence.com and Evidence.com bock (Dock) access. Work with IT to install EVIDENCE Sync software on locked -down computers (if applicable). One on -site session Included Dock installation Work with Agency to decide Ideal location of Dock setup and set configurations on Dock if necessary, Authenticate Dock with Evidence.com using "admin" credentials from Agency. Work with Agency's IT to configure Its network to allow for maximum bandwidth and proper operation within Agency's network environment. On site Assistance Included Dedicated Project Manager --- --- Assignment of a specific TASER representative for all aspects of planning the Product rollout (Project Manager). Ideally, the Project Manager will be assigned to the Agency 4-6 weeks prior to rollout. -Weekly project planning meetings -- Project Manager will develop a Microsoft Project plan for the rollout of Axon camera units, Docks and Evidence.com account training based on size, timing of rollout and Agency's desired level of training, Up to 4 weekly meetings leading up to the Evidence.com Dock Installation of not more than 30 minutes in length. Best practice implementation planning session-i on -site session to-, Provide considerations for establishment of video policy and system operations best practices based on TASER's observations with other agencies. Discuss importance of entering metadata in the field for organization purposes and other best practice for digital data management. Provide referrals of other agencies using the Axon camera products and Evidence.com services Create project plan for larger deployments. Recommend rollout plan based on review of shift schedules. System Admin and troubleshooting training sessions 2 on -site sesslons--each providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Evidence.com. Axon instructor training ���-- Prlor to general user training on Axon camera systems and Evidence.com services, TASER's on -site professional services team will provide training for instructors who can support the Agency's subsequent Axon camera and Evidence,com training needs. End user go live training and support sessions Provide Individual device set up and configuration assistance; pairing with viewers when applicable; and training on device use, Evidence.com and EVIDENCE~ Sync. Implementation document packet -- Evidence.com administrator guides, camera Implementation guides, network setup guide, sample policies, and categories & roles guide Post go live review session - The Agency may reject Services that do not comply with the Agreement requirements by providing TASER written notice of re ection within 30 da s of the Post go live review Session. Failure to not€fy_TASER within i[tle; EvIdence.con1 Master Service Agreement with Exhibits Page 27 of 27 Department: Legal Version: 11.0 Release Date: 7/31/201.5 momas E-= m will be deemed as acceptance of Service 1.2. Additional training days may be added on to any service package for additional fees set forth in the Scope of Products and Services identified in Exhibit "A" and "Al" to the Agreement, 2 Out of Scope Services. TASER is responsible to perform only the Services described in the Scope of Products and Services (Exhibits "A" and "Al") to the Agreement. Any additional services discussed or implied that are not defined explicitly in the Scope of Products and Services will be considered out of the scope. 3 Delivery of Services. 3.1. Fours and Travel. TASER personnel will work within normal business hours, Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed in advance. All tasks on -site will be performed over a consecutive timeframe unless otherwise agreed to by the Parties in advance. Travel time by TASER personnel to Agency premises will not be charged as work hours performed. 3.2. Changes to Services. Changes to the scope of Services must be documented in writing and agreed upon by the Parties in a change order. Changes may require an equitable adjustment in the charges or schedule. 4 Authorization to Access Compytgr Systems to Perform Services. The Agency authorizes TASER to access relevant Agency computers and network systems solely for the purpose of performing the Services. TASER will work diligently to identify as soon as reasonably practicable the resources and information TASER expects to use, and will provide an initial itemized list to the Agency. The Agency is responsible for, and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by the Agency, 5 Site Preparation _and Installation. Prior to delivering any Services, TASER will provide 1 copy of the then -current user documentation for the Services and related Products in paper or electronic form (Product User Documentation). The Product User Documentation will Include all environmental specifications that must be met In order for the Services and related Products to operate in accordance with the Product User Documentation. Prior to the installation of Product (whether performed by the Agency or TASER), the Agency must prepare the Installation Site In accordance with the environmental specifications set forth in the Product User Documentation. Following the installation of the Products, the Agency must maintain the Installation Site where the Products have been installed in accordance with the environmental specifications set forth in the Product User Documentation, In the event that there are any updates or modifications to the Product User Documentation for any Products provided by TASER under this Agreement, including the environmental specifications for the Products, TASER will provide the updates or modifications to Agency when they are generally released by TASER to TASER customers. 6 Liability for Loss or Corruption of Data. The Agency is responsible for: (1) instituting proper and timely backup procedures for Agency software and data; (1€) creating timely backup copies of Agency software or data that may be damaged, lost, or corrupted due to our provision of Services; and (ill) using backup copies to restore any Agency software or data In the event of any loss of, damage to, or corruption of the operational version of Agency Title: Evidence.com Master Service Agreement with Exhibits Page 22 of 27 Department: Legal Version: 11.0 Release Date; 7/31/2015 TR;S�1� software or data. However, regardless of any assistance provided by TASER: (1) TASER will In no way be liable For the accuracy, completeness, success, or results of efforts to restore Agency software or data; (Il) any assistance provided by TASER under this Section is without warranty, express or Implied; and (ill) In no event will TASER be liable for loss of, damage to, or corruption of Agency data from any cause, Title: EvldenCe,com Master Service Agreement with Exhibits Page 23 of 27 Department: Legal Version: 11.4 Release ©ate: 7/31/2015 "TASER Assurance Plan Appendix The TASER Assurance Plan or "TAP" has been purchased as part of the Scope of Products and Services attached as Exhibits "A" and "Al" to the Agreement. TAP provides hardware extended warranty coverage, Spare Products, and Upgrade Models at the end of the TAP Term. TAP only applies to the TASER Product listed in the Quote with the exception of any initial hardware or any software services offered for, by, or through the Evidence.com website. The Agency may not buy more than one TAP for any one covered Product. TAP Warranty Coy rage. TAP includes the extended warranty coverage described in the current hardware warranty. TAP warranty coverage starts at the beginning of the TAP Term and continues as long as the Agency continues to pay the required annual fees for TAP. The Agency may not have both an optional extended warranty and TAP on the Axon camera/Dock product. TAP for the Axon camera products also Includes free replacement of the Axon flex controller battery and Axon body battery during the TAP Term for any failure that is not specifically excluded from the Hardware Warranty, 2 TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month, 3 SPARE Product. TASER will provide a predetermined number of spare Products for those hardware items and accessories listed in the Scope of Product and Services attached as Exhibits "A" and "Al", (collectively the "Spare Products") to keep at the Agency location to replace broken or non-functioning units In order to improve the availability of the units to officers In the field. The Agency must return to TASER, through TASER's RMA process, any broken or non-functioning units for which a Spare Product is utilized, and TASER will repair or replace the non-functioning unit with a replacement product. TASER warrants it will repair or replace the unit which falls to function for any reason not excluded by the TAP warranty coverage, during the TAP Term with the same product or a like product, at TASER's sole option. The Agency may not buy a new TAP for the replacement product or the Spare Product. 3.1, Within 30 days of the end of the TAP Term the Agency must return to TASER all Spare Products. The Agency will be Invoiced for and are obligated to pay to TASER the MSRP then in effect for all Spare Products not returned to TASER. If all the Spare Products are returned to TASER, then TASER will refresh the allotted number of Spare Products with Upgrade Models if the Agency purchases a new TAP for the Upgrade Models, 4 TAP Officer Safety Plan (®SP). The Officer Safety Plan includes the benefits of the Evidence.com Unlimited License (which includes unlimited data storage for Axon camera and Axon Capture generated data In the Evidence.com Services and TAP for the Axon Camera), TAP for Evidence.com Dock, one TASER brand CEW with a 4-year Warranty, one CEW battery, and one CEW holster, per OSP user. At any time during the OSP term the Agency may choose to receive the CEW, battery and holster by providing a $0 purchase carder. At the time elected to receive the CEW, the Agency may choose from any current CEW model offered. The OSP plan must be purchased for a period of 5 years. If the OSP Is terminated before the end of the term and the Agency did not receive a CEW, battery or holster, then we will have no obligation to reimburse for those items not received. If OSP is terminated before the end of the term and the Agency received a CEW, battery and/or holster then (a) the Agency will be Tltle: EMdence.com Master Service Agreement with Exhibits _ Page 24 of 27 Department; Legal Version: 11.0 Release Date: 7/31/2015 Fl t� fJ 'i' l: l: f {, i f� �• Invoiced for the remainder of the MSRP for the Products received and not already paid as part of the QSP before the termination date, or (b) only In the case of termination for non - appropriations, return the CEW, battery and holster to TASER within 30 days of the date of termination. AP d o 1 . Upgrade Models are to be provided as follows during and/or after the TAP Term; (1) an upgrade will provided In year 3 if the Agency purchased 3 years of Evidence.com services with Ultimate Licenses or Unlimited Licenses and all TAP payments are made; or (Ei) 2.5 years after the Effective Date and once again 5 years after the Effective Date if the Agency purchased 5 years of Evidence,com services with an Ultimate License or Unlimited Licenses or QSP and made all TAP payments, TASER will provide all necessary components and accessories that are compatible with any upgraded product. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to TASER or TASER will deactivate the serial numbers for the products received unless the Agency purchases additional Evldence,com licenses for the Axon camera products the Agency is keeping. The Agency may buy a new TAP for any Upgraded Model, 5.1. TAP Axon Camera Upgrade Models. 5.1.1. If the Agency purchased TAP for Axon Cameras as a standalone service, then TASER will upgrade the Axon camera (and controller If applicable), free of charge, with a new on -officer video carnera that is the same product or a like product, at TASER's sole option. TASER makes no guarantee that the Upgrade Model will utilize the same accessories or Dock. If the Agency would like to change product models for the Upgrade Model, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model that will be acquired. No refund will be provided If the MSRP of the new model is less than the MSRP of the offered Upgrade Model, 5.1.2. If the Agency purchased Unlimited License or QSP, then TASER will upgrade the Axon camera (and controller if applicable), free of charge, with a new on - officer video camera of the Agency's choice. 5.2. TAP Dock Upgrade Models. TASER will upgrade the Dock free of charge, with a new Dock with the same number of bays that Is the same product or a like product, at TASER's sole option, If the Agency would like to change product models for the Upgrade Model or add additional bays, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model desired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 6 TAP,jerMinationw If an invoice for TAP Is more than 45 days past due or the Agency defaults on Its payments for the Evidence,com services then TASER may terminate TAP and all outstanding Product related TAPS. TASER will provide notification that TAP coverage is terminated. Once TAP coverage is terminated for any reason, then: 6.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 6.2. TASER will not and has no obligation to provide the free Upgrade Models, 6.3. The Agency will be Invoiced for and are obligated to pay to TASER the MSRP then in TICK: PvIdence.com Master Selvlce Agreement with Exhiblts Page 25 of 27 Department: Legal Verslcn: 11.0 Release Date: 7/31/2015 r- effect for all Spare Products provided under TAP, If the Spare Products are returned within 30 days of the Spare Product invoice date, crecilt will be Issued and applied agalnst the Spare Product Invoice, 6-4e The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. 6.5 If the Agency received Axon Products free of charge and TAP is terminated before the end of the term then (a) the Agency will be Invoiced for the remainder of the MSRP for the Products received and not already paid as part of the TAP before the termination date, or (b) only in the case of termination for non -appropriations, return the products to TASER within 30 days of the date of termination. Title: Evidence,com Master Service Agreement with Exhibits page 26 of 27 Department: Legak Version: 11.0 Release pate: 7/31/2015 Axon Integration Services Appendix 1. Term, The term of this SOW commences on the Effective ©ate, The actual work to be performed by TASER is not authorized to begin until TASER receives the signed Quote or a purchase order for the Integration Services, whichever 1s first. 2. .6rgRe of Integration Services. The project scope will consist of the development of an integration module that allows the EVIDENCE.com services to interact with the Agency's RMS so that Agency's licensees may use the integration module to automatically tag the Axon recorded videos with a case ID, category, and location, The integration module will allow the Integration Module License holders to auto populate the AXON video meta -data saved to the EVIDERCE.com services based on data already maintained in the Agency's RMS. TASER is responsible to perform only the Integration Services described in this SOW and any additional services discussed or Implied that are not defined explicitly by this SOW will be considered out of the scope and may result in additional fees. 3. pri 'n . All Integration Services performed by TASER will be rendered in accordance with the fees and payment terms set forth in the Quote. 4. Deltiter_y.of_Integration Services. 4.1 Support After Completion of the Integration Services. After completion of the Integration Services and acceptance by the Agency, TASER will provide up to 5 hours of remote (phone or Web -based) support services at no additional charge to the Agency. TASER will also provide support services that result because of a change or modification in the EVIDENCE.com services at no additional charge as long as the Agency maintains EVIDENCE.com subscription licenses and Integration Module Licenses, and as long as the change is not required because the Agency changes its RMS. Thereafter, any additional support services provided to the Agency will be charged at TASER's then current standard professional services rate, 4.2 Changes to Services. Changes to the scope of the Integration Services must be documented and greed upon by the parties in a change order. If the changes cause an Increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included In the change order, signed by both Parties. 4.3 Warranty. TASER warrants that it will perform the Integration Services in a good and workmanlike manner. Title: Evidence,com Master Service Agreement with Exhibits Page 27 of 27 Department: Legal Version: 11.0 Release mate: 7/31/2015 CERTIFICATE OF LIABILITY INSURANCE _71-FE CENTIFICATE tS ISSUED ;�S A M�rT—E�-Ef-�'INF-0�iMA—TI'5N—OrTL7AND—C-O—NFERS _NORIGHTS "-UPON THE CERTIFICATE FHOLDER. —THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, 7MP 0 _RTA N _rt-Ri —ca t7 h _oi fi e7s—a 7XUD—FrTo—RA L —iNsUfTE-5, —the po 7Icy(ie7) r;L �St 1�, T, N 7- ADDITIONAL —IF —suRED provisions or be endorsed., �—� If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsoment A Statement on au this certificate does not confer rights to the certificate holder in lieu of stash endorsenient(s), PRODUCER CONIACT Aon Risk TnSUrance Services inc. NAME: '0 _Pff0_NTE__­ --,7" ­'—­rrr­_ ,, ­r- - - Phoenix AZ Office (A�C No. Ext)� A �800) 363 010, 2555 East cainp.lback Rd. MAIL Suite 700 ADDRESS, PhoeniX AZ 85,016 USA INSURERIS) AFFORWNG COVERAGE NAIC INSURED ..... . ...... INSURER A: LE?,Xlrrqton TtISLW�ancL Company 19437 Axon EiiC.erpriSe, inic. INSURER 8 (fornierly knows as TA4ER International, Tnc.) 17800 N. 85th Streer INSURER c: Scottsdale AZ 85255 us,A INSURER D: INSURER L: INSURER. P COVERAGES CERTIFICATE NUMBER: 570066457839 REVISION NUIVIBER� THIS IS TO CERTIFY THAT THE POLINISUiTEDA ME D ABOVE FOR TH EEELLELL PC7LICY PERIOD INDICATED. NOTWITHSTANDING ACUMENT tiYVITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR DESCRUBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SI.ICH 6 tl'd_IC IES LIM1�T5 SH JWN MIAY HAVE BEEN REDUCED BY PAID' GLAVtVIS. TT�7 Limits Shown are as requested TYPE OF INSURANCE _7717rn� INS �AAAD POUCY NUMBER ODJYYYY1 MVfQD1YYYY LIMITS A -?47N,17i 2� 2, 2 X COMMFR IALGENERAL. LIARVLITY .81 — , " , 11 , _o EACFOCGURRNCE 1 - Claims made, CLAIMS -MADE OCCUR 7U7i,7r77Fj-9T7 'Eu A 0 2 13 9 Ir 6 4 3 12/15/201.6 12/1S12017 PREMsES(E,;QICarrznce! EXC I Lided GIL Occurrence MED EXP (Ary ori. rer�ori� Excluded X PERSONA & DV INJURY inc 2 GEWLACGFGA ["E LIMIT APPLIES PEP P 0 L I G Y L DC El _T PRODUCTs - 1,r'OMPC 1, nGG 510,000,000 'D OTHERto AUIONIOSILE LIABILITY CONFINED' SINGLE LIMIT ANY AUTO DOCILY BNJURY i Per pars'oio 0 0V S.11FD11LED .- '—'— '�I!tl � ONLY 5 BODILY INJURY (P sir acci�jent) 2 k "I'll aUTC��S PROPER F DAMAOF, M ONLY UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS TAR CL41MSNTADE C3A '1E IDLED F E T7,E riTION WORKERS COMPENSATIONAND EMPLOYERSLIABILITY YlN 7 ANY PFDPRIETOR%PARTNER El"FOUTWE E L EACH ACC1C)j-tqT OFF( EH? NILM, � BER CLLDZ NIA � �Mandmory in NH) ft yes, descdh�� "pd., E.L� DISEASE -FA EMPLOYEE DESCRIPTIONOF OPERA111"I0, .,.� S b.1DIV DESCRIPTION OF OPERATIONS I LOCATIONS I VEI­VCLES (ACORD 10 1, AdUitional Remarks S"i'lUier clay be jttachsd4 mop e Space is required) The General L i abi Iii ty 0( CU rrence policy and the C11 ai aiS Made policy .1icy sharf, the ljint. The Agency, t fficersemplores, " o agents, vOlUilteer'S and represeCtatives are inciudP(l RS Acidition�0 InSUred in lu(orc nce ii�h �4r P icy pl�Ovi,,OrIS 0 the General Liah�lity Policy. R1 4 CERTIFICATE HOLDER CANCELLATION -JK P LEW SHOULD ANY OF THE ABOVE DESCR]BLD POLICIES BE CANCELLED BEFORE THE EXP�RATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVIMONS. Sri Ci Ly of Santa Ana Pol I ce Depair'tn�en t 60 Civic (ent (_, r Plaza AUI HORIZED REPRESENTATIVE Santa Aria CA 92702 U,A ig* 14, a-144wwMM ----------- (DI 983-2015 ACORD CORPORATION. All rights reserved, ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE, C111M `12017 THIS CERTIFICATE 13 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATWELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE iSSUING INSURER&S), AUTFIORZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the —ceffificate ho"ider isanADDITIONAL —INSURED, hie _pohc_y(ios} —must _haveADDffFiONAL INSUREDprovisions or be endorsed, , If SUBROGATION IS WAIVED, subject to the terms sand conditions' of the policy, certain policies may re(jUire an endorsernfSnt. A Statement on this certificate does not confer rights to the certificate holder in liou: of such ondorsoment(s). PRODUCER CONTACT Aon Risk Insurance Services 44est, Tn-. 1-NAYE.i .... ... .. ........ PHONE, 2RI-112" (o,00) Phoenix Az off�ce (AVC, 2555 East CanfelbaCk Rd E-MAIL SUite 700 ADDRESS: NIOPniX AZ 8S016 USA INSURERIS) AFFORDING COVERAGE NMC # MISURED INSURER A'; Tt,Iin City Ffire Insurance Company 29459 AX0o Enterprise, Inc. INSURER B: Hartford Casual(y Insurance co 29424 (formerly knomi as TA ER lntternat I anal , Inc. -- --------- . ...... ....... 17800 N. 85th Street, Scottsdale A7 SS2S5 USA INSURER C: . . . . ... ..... ....... ........... .... . ........ . . INSOPER D: AINSURED E: v5 INSURER F: L COVERAGES CERTIFICATE NUMBER', 570066 4578 45 REViSION NUMBER:, THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE LISTED SELOVV HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE F0TTHE73T1CY PE9101D INDICATED NOTWITHSTANDING AN;Y REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH2 CERTIFICATE MAY 13E ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF 1SL)CH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as reqUested 7= TYPE OF fNSURANCIE ADM SUDR POLICY NUMBER POLICY -77rrn.= LIMITS LTR INGO VVIjo 1i� _��U�yyyn COMMERCIAL. GENERAL LIABILffY EACH OCCURRENCIF MMS-MADE OCCUR RENFED CL PREMISESCfF. EXP (Any c- pe,san) PERSONAL & ADV INJURY .. .......... . FN L AGG RE GA Tv UNIT PP L R i F GENERAL AGGREGATE PnuCy ECT LIC PRODUCTS - COMPICIP AGG OTHERay AUTOMOBILE LIABILITY 59 UUN Z%1977(f C)7.10/2017 COMBINEDSINGLELIMIT SE. ,000,000 . ...... . . . . .... .. x AN 'I A UTC) BODIL"y IN,IUy (P.,p .... 1) 0 z 1 )VIN- GCHF[',ULED INJURY (Per 3,.,ident� 1 AUTOSONLY AUTCJS x HIRED,,uros NON-01NNED PPOPERTY DAMAGE nNLY AUTOS CNL� -L-PI—IK2�Le LAL-_ dt UMBRELLA LIAR CCUPEACH'OCCURRENCE .......... EXCESS _IAB �JLAIM�'A�,DE AGGREGATE . . . ....... . . . . ................. 0•F. D � RETENTION A WORKERS COMPENSATION AND 59%,VEPE1196 09/11,12016 09/11/20t7 X Per �OTH- EMPLOYERS' LIABILITY YIN ER ANY PRCPRICTOR � PAR11,1EP, EALCUTIVE EA.. EACH ACI-IDENr 0()() R��IELIEER E <CLUDFO I OFFICE r 11 N I A (Mandatoiy in NH} r,[DISEA5E-EA EMPLOYEE 51,000,000 D I-- S C R I FT 10 N 0 F 0 P E RA L12,R I S be I C, I L 11I1L;'r,L_,1L1CY 1 11,111 11,D01,10O ... .. ........ . ..... DESCRIPTION OF OPERATIONS i LOCATIONS A VEHICLES ACORNS 14) 1, Additional Remarks Scm,duje, miy be attached if mwe space is requred) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POHCrES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN A(=RDANCf-- WITH THE POLICY PROVISIONS, City of Santa Aria PolL(-L Depairtment AUTHORIZED REPRESENTATIVE 60 00c Center I- Plaza Santa Ara CA 021702 LISA Cs)1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The, ACORD narno and logo are registered marks of ACORD ENDORSEMENT This endorsement, effective 112:01 AM 12/15/2016 Forms a part of policy no.: 028182385 lssuedto:TASER INTERNATIONAL, INC, By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. A. Section 11 - Who Is An Insured is amended to include any person or organization you are re- quired to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the "occurrence" of the "bodily injury" or "property damage." R. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. COVERAGE A BODILY INJURY AND PROPERTY DAMAGE (Section I - Coverages) only. 2. The person or organization is only an ad- ditional insured with respect to liability arising out of "your work" or "your pro- duct" for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance pro- vided by this endorsement shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein, 4, The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an architect's, engineer's or surveyor's rendering of or failure to render any pro- fessional services including: i The preparing, approving or failing to prepare or approve maps, shop draw- ings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to "bodily injury" or "property damage" arising out of 'your work" or "your product" included in the "products -completed operatons hazard" unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. Includes copyrighted information of the Insurance Services Offices, Inc. LX9466 (10103) writh its permission. All rights reserved. Page 1 of 2 6. Any coverage provided by this endorse- ment to an additional insured shall be excess over any other valid and coHectible insurance available to the additional insured Whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary or non-contributory basis, C. Subparagraph (1)(a) o paragraph 2J., Exclus BODILY INJURY ANC LIABILITY (Section I apply to you if the "b( damage" arises out o product" performed c owned or rented by the time "your work" or formed. the Pollution exclusion ons of COVERAGE A. PROPERTY DAMAGE Coverages) does not dily injury" or "property "your work" or "your n premises Mich are additional insured at the "your product" is per- D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicaNe, each additional insured must give us prompt notice of any "occurrence" which may result in a claim, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the policy's terms and conditions, Authorized Representative OR Countersignature (In states where applicable) Includes copyrighted information of the Insurance Services Offices, Inc. LX9466 (10M) with its permission,. All rights reserved. Page 2 of 2 ENDORSEMENT This endorsernent, effective 12:01 AM 12/15/2016 Forms a part of policy no,; 02139 1643 M M111011011.3mill", A., Section Il - Who ns An 111SUred is amended to include any person or organization you are re- quired to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the "'occurrence" of the "bodily injury" or "property damage." B. The insurance provided to the above described additional insured Under this endorsement is limited as foHows: 1, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE (Section Coverages) only. 2. The person or organization is only an ad.- ditional insured v\Ath respect to liability arising out of "your work" or "your pro- duct" for that additional insured. S. H the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance pro- vided by this endorsement shad be limited to the Limits of Insurance required by the written contract or written agreerrient. This endorsement shall riot increase the Limits of Insurance stated in the Declarations under Itern 3. Limits of Insurance pertaining to the coverage provided herein. 4The insurance provided to such an additional insured does not apply to "bodily injury" or "property damage" arising out of an architect's, engineer's or surveyor's rendering of or failure to render any pro- fessional services including: The preparing, approving or failing to prepare or approve maps, shop draw- ings, opinions, reports, surveys, field orders, change orders, or dravvings and specifications; and H Supervisory, inspection, archftectu4l or engineering activities. 5, This, insurance does not apply to "bodily injury" or "property damage" arising out of '"your work" or "your product" included in the "products -completed operatons hazard" unless You are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. InrlUdes copyrighted inforniation of the IfISL)rance Services offices, Ine. LX9466 ( '10/03Y vvith its pernflsMon. All rights reserved. Page 1 of 2 6, Any coverage provided' by this endorse- ment to an a d d i ti o n a I insured s h a I I be excess ov(--,,r any other vakil anc.1 collectible insurance, avaHablo to the additional insured wlietl-ier prin,iary, excess, contingent or on any Other I)aSiS unless a witten contract or, writter"I agreenient specifically requires that this unsurance apply on a primary or non-contributory basis. C. Subparagraph i1)(a) of the Pollution exclusion paragraph 2.f,, Exclusions of COVERAGE A. BODILY WURY AND PROPERTY DAMAGE LIABILITY (Section I - Coverages) does riot apply to you if the "bodily injury" or "property damage" irises Out Of "YOUr work" or "ymir product" performed on premses which are owned or reMed by the additional insured at the fir-ne "your work" or "your product" is per- formed. D` In accordance Wth the terms and conditions of die policy and as rnore fufly explained do the policy, as soon as practicable, each additional insured niust give US pror-ript notice of any 1, occurrence" which may result in, a cla�dm, forward all legal papers to us, cooperate in the defense of ariy actions, and otherwise cornply Wtir aill of the policy's terms and conditions. ALIthorized Representative OR COUntersignature On states where appficable) InriUdes copyrighted information of the Insurance Services Offices, Inc. LX9466 ( M03) with its permission. All rights reserved, Page 2 Df 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional insured is an "insured" for LUAB|L[TY COVERAGE but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section U -||A8|L|TY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. �- CERTIFICATE OF LIABILITY INSURANCE DATE02/ 5/DOD 9YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc. Phoenix AZ Office CONTACT NAME. _ ��� No. p% : (866) 283-7122 (800) 363-0105 E-MAIL ADDRESS: 2555 East Camelback Rd. Suite 700 INSURER(S) AFFORDING COVERAGE NAIC # Phoenix AZ 85016 USA INSURED INSURER A: Lexington Insurance Company 19437 Axon Enterprise, Inc. 17800 N. 85th Street INSURER B: INSURER C: Scottsdale AZ 85255 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570075012011 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INBR LTF TYPE OF INSURANCEADPI WDIIPOLICY NUMBER POLICY EFF y POLICY tXP MWDDNYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $10,000,000 CLAIMS -MADE a OCCUR see Prod Llab Info att'd GL excluding Products SIR applies per policy terns & conditions DAMAG OR NTE PREMISES EaVol=rrence Excluded X MED EXP (Any one person) Included PERSONAL &ADV INJURY Included GEN'LAGGREGAYELIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 X POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG Excluded OTHER: XCl Prod/Comp ops Per Occ SIR $1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT rcl BODILY INJURY ( Per person) ANY AUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY PROPERTYDAMAGE Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE AGGREGATE EXCESS LAB CLAIMS -MADE DIED I RE*WMN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/ PARTNER / EXECUTIVE PER STATUTE I OTH. ER E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? ❑ (Mandatory In NH) N I A E L. DISEASE -EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below E L. DISEASE -POLICY LIMIT . I L L DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The City of Santa Ana, its officers, employees, agents volunteers and representatives are included as Additional insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary to Other insurance available to an Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is ranted in favor of certificate Holder in accordance with the policy provisions of the General Liability policy. The general liability policy represented on this certificate of insurance does not contain an exclusion for sexual abuse and molestation. Any loss submitted is subject to the terms and conditions outlined in the policy. IN C V IC W CU (]I AVF'I(UVLLkANCELLATION CERTIFICATE HOLDER p„ n:_I. itrL _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE 172019 POLICY PROVISIONS. City Of Santa Ana AUTHORIZED REPR SENTATIVE Risk Management Div o 20 Civic Center Plaz Santa Ana, CA 92702 AMAN A M. LAMBERT �,� �, mm yallil, �'e�I JL ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000007117 LOC #: }' ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Insurance Services West, Inc. NAMEDINSURED Axon Enterprise, Inc. POLICY NUMBER see Certificate Number: 570075012011 CARRIER See certificate Number: 570075012011 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Products Liability Schedule Products/Completed operations Coverage 2/1/2019 - 2/1/2020: Policy #034064091 Lexington insurance Company Claims Made coverage Form $10,000,000 Each occurrence Limit $10,000,000 Products/Completed operations Aggregate Limit $ 5,000,000 Per Claim Self insured Retention Policy #034064092 Lexington insurance Company occurrence Coverage Form $10,000,000 Each occurrence Limit $10,000,000 Products/Completed Operations Aggregate Limit $ 5,000,000 Per occurrence Self Insured Retention ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATo(MM�D019 YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Insurance Services West, Inc, Phoenix AZ Office CONTACT NAME: PHONE (A1C. No. EMI; (866) 283-7122 (800) 363-0105 E-MAIL ADDRESS: 2555 East Camelback Rd. Suite 700 INSURER(S) AFFORDING COVERAGE NAIC # Phoenix A2 85016 USA INSURED INSURERA: Hartford Fire Insurance CO. 19682 Axon Enterprise, Inc. 17800 N. 85th Street INSURERB: Twin City Fire Insurance Company 29459 INSURER C: Scottsdale AZ 85255 USA INSURER D: INSURER E: INSURER F: C.nVI=RAC:FS r:FRT1FiCAT1m NI IMRFR• _N711D77F66F67 RFVISION NIIMRI-R7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LFrd INSR TYPE OF INSURANCE ADD Ns0 MD POLICY NUMBER MM[DDIYYW MM1001YYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR III �i� EACH OCCURRENCE PREMISES Ea occurrence MED EXP (Any one person) PERSONAL 8 ADV INJURY GENII. AGGREGATE LIMIT APPLIES PER: POLICY ❑ JECT PRO ❑ LOC OTHER: GENERAL AGGREGATE PRODUCTS - COMP/OP AGG A AUTOMOBILE LIABILITY OWNED SCHEDULED XIANYAUTO AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY 59 UEN FN6060 09/30/2018 09/30/2019 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE Per accident UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE OED RETENTION B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below DESCRIPTION NIA 59WEACOS6D / 0 PERX STATUTE OTH- E.L. EACH ACCIDENT $1,000,000' E.L. DISEASE -EA EMPLOYEE $1,000,000 E. L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional insured in accordance with the policy provisions of the Automobile Liability policy. Such insurance as is afforded by this policy shall be primary, and any insurance carried by City shall be excess and noncontributory, A waiver of subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the Automobile Liability and Workers' Compensation policies. t. �_ 21 11► ,► WCELLATION CERTIFICATE HOLDER {i„ f?ir),!<IIA,.�.....,..�.._ r�:..:_ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE 4SAMA 7 ��19 EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Santa Ana AUTHORIZED REPRESENTATIVE Risk Management Divii20 Civic center PlazaSanta Ana CA 92701 USAA M. LAMBEI j , ;, , ylmlaa off/Owl" "fiL ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD a S1 O Z r v d) V �R M *r AGENCY CUSTOMER ID: 570000007117 LOC #: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Insurance Services West, Inc. NAMED INSURED Axon Enterprise, Inc. POLICY NUMBER See certificate Number: 570077544542 CARRIER see certificate Number: 570077544542 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional WC/EL Policy carriers -Hartford Insurance company of the Midwest (AZ) -Hartford Accident and Indemnity Insurance company (CA) -Hartford underwriters Insurance company (MO, NC, NJ, Tx) AI. All dcIlit:• rGSerwd. The ACORD name and logo are registered marks of ACORD AC7nlr�® t+CK i INIL;Ai L of LIABILITY INSURANCE DATE(MM/DD TVV) ,0/Ui/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu Of such endorsement(s). PRODUCER CONTACT A00 Risk insurance Services west, Inc. TIE' Phoeni% AZ Office (866) 283-7122 FAX 2555 East Camelback Rd. (AJC. NO. E%[): 363-0105 Suite 700 E-MAIL Phoenix Az 85016 USA ADDRESS: INSURER(3) AFFORDING COVERAGE NAICM INSURED Axon Enterprise, Inc. INSURERA: Hartford Fire Insurance Co. 19682 17800 N. 85th street INSURER a: Hartford Casualty Insurance Co 29424 Scottsdale Az 85255 USA WSURER C: INSURER D: INSURER E: COVERAGES CERTIFICATE NUMBER: 570078RARRRR INSURER F: .._.,._._.. ...._____ r,Ia IJ I LJ ctH nrY THAT THE POLICIES INDICATED. NOTWITHSTANDING ANY RE( CERTIFICATE MAY BE ISSUED OR MAY F EXCLUSIONS AND CONDITIONS OF SUCH % TYPE OF INSURANCE COMMERCIAL GENERAL LIgBILITY CLAIMS -MADE ❑ OCCUR m w, It LIMI r APPLIES PER JECT : POLICY ❑ PRO ❑ LOC OTHER: AUTOMOBILE LIABILITY X ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOSONLY UMBRELLA LIAR OCCUR ERCESSLIAB CLAIMS -MADE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS' UABILDY YIN ANY PROPRETOR / PARTNER/EXECUTIVE OFFICEMEMBER EXCLUDED? I N I N/A It INJUHANCE AFFORDED BY THE POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY WHICH THIS THE TERMS, EACH OCCURRENCE PREMISES E, occunln MED E%P (Any one person) PERSONAL B ADV INJURY GENERALAGGREGATE PRODUCTS-COMP/OPAGG S1, BODILY INJURY( Per`enon) BODILYINJURY(Peramden0 AGGREGATE EL EACHACCIDENT S1,OOD,ODD E.L. DISEASE-EAEMPLOYEE $1,000,000 ----^••-•-•••��....nalvor verwLes(Ac0aD 101, Atltlabnal Remerb gEhetluk, nvy Oe attaEhedKmore apaee la requiretl) The City Of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional Insured in accordance with the policy provisions of the Automobile Liability policy. Automobile Liability policy evidenced herein is Primary and Non -Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's Provisions. A waiver of subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the 4utomobile Liability and Workers' Compensation policies. CERTIFICATE HOLDER C ANCELLATION R VIE ANY OF RidION THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE The City of Santa Ana PROVISIONS. Risk Management Di V15i On REPRESENTATNE 20 Civic Center Plaza Santa Ana CA 92701 USAy/J� ACORD 25 2016/03 ©1988-2015 ACORD CORPORATION. All rights reserved. ( ) The ACORD name and logo are regi: red marks of ACORD AGENCY CUSTOMER ID: 570000007117 LOC #: AG/ALJL/I I IUMARL KtIVIAKKS SCHEDULE Page _ of _ AoENCY NAMED INSURED n Risk Insurance services West, Inc. Axon Enterprise, Inc. POLICY NUMBER See Certificate Number: 5700 8643685 CARRIER NAIC CODE See certificate Number. 5700 8643685 EprecnvE Dare: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FnRU TITLE: Certificate of Liability Insurance Participating WC/EL Insurance Companies -Twin City Fire Ins. Co. [AL, CO, FL, 1L, IN, LA, ME, MI, MN, MT, NO, NE, NH, NM, NV, OH, OK, PA WA] -Hartford Underwriters Ins. Co. [AR, DC, GA, MO, NC, NJ, NY, OR, TN, UT] -Property & casualty Ins. Co Df Hartford [MD, VAI -Hartford Insurance company Of the Midwest [CT] Hartford Accident and Indemn'ty Insurance Company [MA] -Hartford Lloyds Ins. Co. [Tx -Sentinel Ins. Co. [CA] M logo are regimereif marks of ACORD