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R-2023-117 Approving an Agreement with Axon Enterprises, Inc.
RESOLUTION NO. R-2023-117 A RESOLUTION APPROVING AN AGREEMENT WITH AXON ENTERPRISES, INC. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI AS FOLLOWS: THAT the Board approves the renewal of the Axon Enterprises, Inc. (Taser) agreement for new equipment every five years, including ongoing consumable items for the devices through the Services Agreement, a copy of which is attached hereto in its substantial form and incorporated herein, and further authorizes the Mayor to sign the documents on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements, and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED D ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the )5 —day of 2023. Mayor Kathleen L. Rose ATTEST Robin Kiricl; 'ity Clerk DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement This TASER Energy Weapon Agreement ("Agreement") applies to Agency's TASER 7 or TASER 10 purchase from Axon Enterprise, Inc. ("Axon").Agency will receive TASER 7 or TASER 10 Conducted Energy Weapon("CEW")hardware,accessories,warranty,and services documented in the attached Quote Appendix ("Quote"). 1. Term.The start date is based on the initial shipment of TASER 7 or TASER 10 hardware("Start Date"). If shipped in the first half of the month, the Start Date is the 1st of the following month. If shipped in the last half of the month,the Start Date is the 15th of the following month.The TASER 7 or TASER 10 term will end upon completion of the associated TASER 7 or TASER 10 subscription in the Quote ("Term"). If the Quote has multiple TASER 7 or TASER 10 ship dates, each shipment will have a sixty- (60-) month term,starting on the shipment of TASER 7 or TASER 10 as described above. 2. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net thirty(30) days from the invoice date. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys'fees. 3. Taxes.Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption-certificate. 4. Shipping.Axon may make partial shipments and ship any hardware provided by Axon under this Agreement ("Axon Devices")from multiple locations,including Axon-manufactured Devices,which are a subset of Axon Devices.All shipments are EXW(Incoterms 2020)via common carrier.Title and risk of loss pass to Agency upon Axon's delivery to the common carrier.Agency is responsible for any shipping charges in the Quote. 5. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 6. Warranty. 6.1. Limited Warranty; Disclaimer.Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Agency's receipt, except Signal Sidearm and Axon-manufactured accessories,which Axon warrants for thirty(30) months and ninety (90) days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one-(1-)year hardware warranty through the extended warranty term.All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products")are not covered by Axon's warranty and are only subject to the warranties of the third-party provider or manufacturer. 6.2. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon-manufactured Device, at Axon's option. A replacement Axon-manufactured Device will be new or like new.Axon will warrant the replacement Axon-manufactured Device for the longer of(a) the remaining warranty of the original Axon-manufactured Device or(b)ninety(90)days from the date of repair or replacement. • 6.2.1.If Agency exchanges an Axon Device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon- manufactured Device for service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon- manufactured Device sent to Axon for service. 6.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote("Spare Axon Devices").Spare Axon Devices Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 1 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 AXON Axon Enterprise, Inc.'s TASEIt EnergyWeaponAgreement A reement are intended to replace broken or non-functioning units while Agency submits the broken or non- functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5.Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 6.4. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b)Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d)force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or(f)Axon Devices with a defaced or removed serial number.Axon's warranty will be void if Agency resells Axon Devices. 6.4.1.To the extent permitted by law,the above warranties and remedies are exclusive.Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Agency confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 6.4.2.Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve(12)months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability,tort or any other legal theory. 6.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-terms-and-conditions. 6.6. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and-conditions, if any. 6.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event,Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers,directors, employees, agents,contractors, affiliates,successors, and assigns(collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Agency agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. 7. Axon Device Warnings.See www.axon.com/legal for the most current Axon Device warnings. 8. Design Changes.Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 9. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase.Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 10. Insurance.Axon will maintain General Liability,Workers'Compensation,and Automobile Liability insurance. Upon request,Axon will supply certificates of insurance. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 2 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 AI AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement 11. IP Rights.Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 12. Agencv Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) disputes between Agency and a third-party over Agency's use of Axon Devices;(d)ensuring Axon Devices are destroyed and disposed of securely and sustainably at Agency's cost;and(e)any regulatory violations or fines,as a result of improper destruction or disposal of Axon Devices. 13. Termination. 13.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty(30)days. If Agency terminates this Agreement due to Axon's uncured breach,Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 13.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement.Agency will deliver notice of termination under this section as soon as reasonably practicable. 13.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible.for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term,Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within thirty(30)days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 14. General. 14.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 14.2. Independent Contractors.The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 14.3. Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement. 14.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color;sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy,childbirth,or breastfeeding;sexual orientation;marital status; age; national origin;ancestry;genetic information; disability;veteran status; or any class protected by local,state, or federal law. 14.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 14.6. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 14.7. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable,the remaining portions of this Agreement will remain in effect. 14.8. Survival.The following sections will survive termination: Payment,Warranty,Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 14.9. Governing Law.The laws of the state where Agency is physically located,without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 14.10.Notices.All notices must be in English. Notices posted on Agency's Axon Evidence site are effective Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 3 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 A AXON Axon Enterprise, Inc.'s TASER EnergyWeaponAgreement A reement upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with Axon.Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement.This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties.This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise,Inc. Agency: Riverside Police Department 2990 NW Vivion Road Riverside, Mi • .' =4150 DocuSigned by: Signature: I-- Signature�� 11 45ir 55DAEBB131A4424... -1 Name: Bobby Driscoll Name: Be -Allb Title: VP, Assoc. General Counsel Title: Date: 11/14/2023 I 4:12 PM MST Date: Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 4 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 Al AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement TASER Energy Weapon Axon Evidence Terms of Use Appendix Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Evidence within Agency's tenant, including media or multimedia uploaded into Axon Evidence by Agency.Agency Content includes Evidence but excludes Non-Content Data. "Evidence"is media or multimedia uploaded into Axon Evidence as'evidence'by an Agency. Evidence is a subset of Agency Content. "Non-Content Data" is data, configuration, and usage information about Agency's Axon Evidence tenant,Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 2 Subscription Term.The TASER 7 or TASER 10 Axon Evidence Subscription Term begins on the Start Date. 3 Access Rights. Upon Axon granting Agency a TASER 7 or TASER 10 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 or TASER 10 CEW devices during the TASER 7 or TASER 10 Axon Evidence Subscription Term.Agency may not upload any non-TASER 7 or TASER 10 data or any other files to Axon Evidence.Agency may not exceed the number of end-users than the Quote specifies. 4 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein,Axon obtains no interest in Agency Content,and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b)enforce this Agreement or policies governing use of the Axon products. 5 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access, or disclosure.Axon will maintain a comprehensive information security program to protect Axon Evidence and Agency Content including logical, physical access,vulnerability, risk,and configuration management; incident monitoring and response;encryption of uploaded digital evidence;security education;and data protection.Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 6 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this Agreement; (b) ensuring Agency owns Agency Content and no Agency Content or Agency end user's use of Agency Content or Axon Evidence violates this Agreement or applicable laws;and(c)maintaining necessary computer equipment and Internet connections for use of Axon Evidence. If Agency becomes aware of any violation of this Agreement by an end-user, Agency will immediately terminate that end user's access to Axon Evidence. Agency is also responsible for maintaining the security of end-user names and passwords and taking steps to maintain appropriate security and access by end-users to Agency Content. Login credentials are for Agency internal use only and Agency may not sell,transfer,or sublicense them to any other entity or person.Agency may download the audit log at any time.Agency shall contact Axon immediately if an unauthorized third party may be using Agency's account or Agency Content or if account information is lost or stolen. 7 Privacy.Your use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy,a current Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 5 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991 CC9180 AXON Axon Enterprise, Inc.'s TASER EnergyWeaponAgreement A reement version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 8 Storage. Axon may place Agency Content that Agency has not viewed or accessed for six (6) months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to twenty-four(24) hours to access. 9 Location of Data Storage.Axon may transfer Agency Content to third party subcontractors for storage. Axon will determine the locations of data centers where Agency Content will be stored.Axon will ensure all Agency Content stored in Axon Evidence remains within the country the Agency is located.Ownership of Agency Content remains with Agency. 10 Suspension. Axon may suspend Agency access or any end-user's right to access or use any portion or of Axon Evidence immediately upon notice, if: 10.1. The Termination provisions of the TASER 7 or TASER 10 Terms and Conditions apply; 10.2. Agency or an end-user's use of or registration for Axon Evidence (i) poses a security risk to Axon Evidence or any third party, (ii) may adversely impact Axon Evidence or the systems or content of any other customer, (iii) may subject Axon, Axon's affiliates, or any third party to liability, or(iv) may be fraudulent; Agency remains responsible for all fees incurred through the date of suspension without any credits for any period of suspension. Axon will.not delete any of Agency Content on Axon Evidence due to suspension, except as specified elsewhere in this Agreement. 11 Axon Evidence Warranty. Axon warrants that Axon Evidence will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party.Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to Axon Evidence. 12 Axon Evidence Restrictions. All Axon Evidence subscriptions will immediately terminate if Agency does not comply with any term of this Agreement.Agency and Agency end-users(including employees, contractors, agents, officers,volunteers, and directors), may not, or may not attempt to: 12.1. copy, modify,tamper with, repair,or create derivative works of any part of Axon Evidence; 12.2. reverse engineer, disassemble, or decompile Axon Evidence or apply any other process to derive any source code included in Axon Evidence, or allow any others to do the same; 12.3. access or use Axon Evidence with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Axon Evidence,except as expressly permitted in this Agreement; 12.5. access Axon Evidence to build a competitive product or service or copy any features,functions, or graphics of Axon Evidence; 12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices)of Axon's or Axon's licensors on or within Axon Evidence; or 12.7. use Axon Evidence to store or transmit infringing, libelous, or otherwise unlawful or tortious material, material in violation of third-party privacy rights, or malicious code. 13 After Termination. Axon will not delete Agency Content for ninety (90) days following termination. During these ninety(90) days,Agency may retrieve Agency Content only if all amounts due have been paid.There will be no application functionality of Axon Evidence during these ninety(90)days other than the ability to retrieve Agency Content. Agency will not incur any additional fees if Agency Content is downloaded from Axon Evidence during these ninety (90) days. Axon has no obligation to maintain or provide any Agency Content after these ninety (90) days and will thereafter, unless legally prohibited delete all of Agency Content stored in Axon Evidence. Upon request,Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from Axon Evidence. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 6 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991 CC91 B0 Axon Enterprise, Inc.'s TASER � AXON Energy Weapon Agreement 14 Post-Termination Assistance.Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers.Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's Data Egress Services,will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 15 U.S.Government Rights. If Agency is a U.S.Federal department or using Axon Evidence on behalf of U.S. Federal department, Axon Evidence is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data," as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Evidence on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue the use of Axon Evidence. 16 Survival. Upon any termination of this Agreement, the following sections will survive: Agency Owns Agency Content, Storage,Axon Evidence Warranty, and Axon Evidence Restrictions. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 7 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991 CC91 B0 11, AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement p Axon Customer Experience Improvement Program Appendix Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below,Axon,where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program,and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default,Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1,Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1,Tier 2, or both Tiers. 1.1 ACEIP Tier 1. 1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted.This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request.Once de-identified,ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content.Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use,and the retention,privacy preserving extraction technique,and relevant data protection practices applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases.At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain 1 For example; (a)when extracting specific text to improve automated transcription capabilities,text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources(including publicly available data)to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b)when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c)when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 8 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 Axon Enterprise, Inc.'s TASER AXON AI Energy Weapon Agreement notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request,Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. 1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services,Agency may choose to participate in Tier 2 of the ACEIP.ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support'that cannot be accomplished with aggregated, transformed or de-identified data. ❑ Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box,Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 9 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991 CC91 B0 A AXON Axon Enterprise, Inc.'s TASER EnergyWeaponAgreement A reement Professional Services Appendix If any of the professional services specified below are included on the Quote,this Appendix applies. 1 Utilization of Services.Agency must use pre-paid professional services as outlined in the Quote and this Appendix within six(6) months of the Effective Date. 2 CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories&custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package:On-site assistance included • For the CEW Starter Package:Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout(Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles&permissions, categories&retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package:Training for up to 1 individual at Agency TASER CEW inspection and device assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full Service Package:On-site assistance included. For the CEW Starter Package:Virtual assistance included. 3 Smart Weapon Transition Service.The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models. Return of Old Weapons Axon's on-site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Agency with a Certificate of Destruction *Note:CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course. 4 VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which Services are appropriate. The VR Service Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 10 of 16 Department: Legal Version: 3.0 • Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 Axon Enterprise, Inc.'s TASER ` AXON � Energy Weapon Agreement training options include: System set up and configuration(Remote Support) - Instructor-led setup of Axon VR headset content - Configure agency settings based on Agency need - Troubleshoot IT issues with Axon VR headset Axon instructor training(Train the Trainer) Training for up to five(5)Agency's in-house instructors who can support Agency's Axon VR CET and SIM training needs after Axon's has fulfilled its contracted on-site obligations Classroom and practical training sessions Step-by-step explanation and assistance for Agency's configuration of Axon VR CET and SIM functionality, basic operation, and best practices 5 Axon Air,On-Site Training. Axon Air,On-Site training includes advance remote project planning and configuration support and one(1)day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than one (1) day of on-site Services,Agency must purchase additional on-site Services.The Axon Air, On-Site training options include: System set up and configuration(Remote Support) - Instructor-led setup of Axon Air App(ASDS) ▪ Configure agency settings based on Agency need - Configure drone controller - Troubleshoot IT issues with Axon Evidence Axon instructor training(Train the Trainer) Training for'Agency's in-house instructors who can support Agency's Axon Air and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations Classroom and practical training sessions - Step-by-step explanation and assistance for Agency's configuration of Axon Respond+livestreaming functionality, basic operation, and best practices 6 Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session,with the Axon Instructor training for up to four hours virtually. 7 Signal Sidearm Installation Service. 7.1. Purchases of 50 SSA units or more: Axon will provide one day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Agency is responsible for providing a suitable work/training area. 7.2. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration. 8 Out of Scope Services.Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9 Delivery of Services.Axon personnel will work Monday through Friday,8:30 a.m.to 5:30 p.m., except holidays.Axon will perform all on-site tasks over a consecutive timeframe.Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10 Access Computer Systems to Perform Services.Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will,provide an initial itemized Title:Axon Enterprise,Inc.'s TASER Energy WeaponAgreement Page 11 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991 CC91 B0 AXON Axon Enterprise, Inc.'s TASER Energy We apon eapon Agreement list to Agency.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 Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s)where Devices are to be installed ("Installation Site") per the environmental specifications in the Device User Documentation. Following installation,Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it. 12 Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form")to Agency.Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement,Agency must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional services. 13 Agency Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 12 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 Axo N Axon Enterprise, Inc.'s TASER 444\ Energy Weapon Agreement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7,OSP 7,or OSP 7 Plus purchase from Axon,if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes"Duty Cartridge Replenishment Plan",Agency must purchase the plan for each CEW user.A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training.Agency may not resell cartridges received.Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a training voucher, Agency must use the voucher within one (1) year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term.The voucher has no cash value.Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia(collectively,"Training Content"),Agency may access Training Content.Axon will . deliver all Training Content electronically. 3. TASER Upgrade. If Agency purchases Axon's 10-year certification program for Axon's latest version of its TASER energy weapon ("Certification Program") and has no outstanding payment obligations as of the beginning of the sixth (6T1) year of the Certification Program, Agency will qualify for an upgrade to any subsequent version of the Certification Program ("CEW Upgrade"). Agency will receive the CEW Upgrade at no additional cost, only to the extent such subsequent version of the Certification Program includes the same products or features as the Certification Program purchased by Agency. If Agency wants to upgrade to a Certification Program that includes additional products or features, Agency will pay the additional cost associated with such products and features. For the avoidance of doubt,Agency is not required to upgrade to any subsequent version of the Certification Program. Axon may ship the CEW Upgrade as scheduled in the Quote without prior confirmation from agency unless the Parties agree in writing otherwise at least ninety (90) days in advance. If necessary to maintain compatibility among Axon Devices,within thirty (30) days of receiving the CEW Upgrade,Agency must,if requested by Axon,return all hardware and related accessories received in connection with the Certification Program to Axon. In such event,Agency must ship batteries via ground shipping or in accordance with federal regulations in place at the time of the return. Axon will pay shipping costs for the return if Agency uses Axon's RMA process. 4. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five-(5-)year term,which includes the hardware manufacturer's warranty plus the four- (4-)year extended term. 5. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP,then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount("Trade-In Units")to Axon.Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below,Axon will invoice Agency the value of the trade-in credit.Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+officers 180 days 6. TASER 7 Subscription Term.The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start Date. 7. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription,Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term.Agency may not exceed the number of end users the Quote specifies. 8. Privacy.Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation.Axon will give notice if any disclosure Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 13 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 AXON Axon Enterprise, Inc.'s TASER EnergyWeaponAgreement A reement request is received for Agency Content,so Agency may file an objection with the court or administrative body. 9. Termination. If payment for TASER 7 is more than thirty(30) days past due,Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason,then as of the date of termination: 9.1. TASER 7 extended warranties and access to Training Content will terminate.No refunds will be given. 9.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core,training suits, and unused cartridges to Axon within thirty (30)days of the date of termination. 9.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Axon Enterprise, Inc.'s TASER Energy Weapon Agreement Page 14 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement TASER 10 Appendix This TASER 10 Appendix applies to Agency's TASER 10,OSP 10,OSP Plus,or OSP 10 Plus Premium purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes"Duty Cartridge Replenishment Plan",Agency must purchase the plan for each CEW user.A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training.Agency may not resell cartridges received.Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a training voucher, Agency must use the voucher within one (1) year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term.The voucher has no cash value.Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia(collectively,"Training Content"),Agency may access Training Content.Axon will deliver all Training Content electronically. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five-(5-)year term,which includes the hardware manufacturer's warranty plus the four- (4-)year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP,then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount("Trade-In Units")to Axon.Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below,Axon will invoice Agency the value of the trade-in credit.Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days 100 to 499 officers 90 days 500+officers 180 days 5. TASER 10 Subscription Term. The TASER 10 Subscription Term for a standalone TASER 10 purchase begins on shipment of the TASER 10 hardware.The TASER 10 Subscription Term for OSP 10 begins on the OSP 10 Start Date. 6. Access Rights. Upon Axon granting Agency a TASER 10 Axon Evidence subscription,Agency may access and use Axon Evidence for the storage and management of data from TASER 10 CEW devices during the TASER 10 Subscription Term.Agency may not exceed the number of end users the Quote specifies. 7. Agency Warranty.Agency warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Agency use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. 8. Purchase Order.To comply with applicable laws and regulations,Customer must provide a purchase order to Axon prior to shipment of TASER 10. 9. Apollo Grant(US only). If Agency has received an Apollo Grant from Axon,Agency must pay all fees in the Quote prior to upgrading to any new TASER CEW offered by Axon. Title:Axon Enterprise,Inc.'s TASER Energy Weapon Agreement Page 15 of 16 Department: Legal Version: 3.0 Release Date: 8/18/2023 DocuSign Envelope ID:49B6B777-1009-4DA3-8BE3-D87991CC91B0 A AXON Axon Enterprise, Inc.'s TASER Energy Weapon Agreement � Axon Virtual Reality Content Terms of Use Appendix 1 Term.The Quote will detail the duration of the Virtual Reality Content license. 2 Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content, Agency must purchase those headsets from Axon. 3 License Restrictions.All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement,Agency must purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality Content for any purpose other than as expressly permitted by this Agreement.Agency may not: 3.1 modify,tamper with, repair,or otherwise create derivative works of Virtual Reality Content; 3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the source code of Virtual Reality Content, or allow others to do the same; 3.3 copy Virtual Reality Content in whole or part,except as expressly permitted in this Agreement; 3.4 use trade secret information contained in Virtual Reality Content; 3.5 resell,rent, loan or sublicense Virtual Reality Content; 3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; or 3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Content or any copies of Virtual Reality Content. 4 Privacy.Agency's use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/legal/axon-virtual-reality-privacy-policy. 5 Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. 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L- < Q-452756-45118.646JK Q-452756-45118.646JK a) c 65 a) CO CD Riverside olice epartment Resolution Overview OFFICER AGENDA DATE: August 15, 2023 BACKGROUND: This request is to renew a five-year agreement with Axon Enterprises (Taser). We began this program in 2018. It allows us to have new equipment every five years but also covers the ongoing consumable items for the devices, for example, the Taser cartridges and batteries. If there are problems with the device, Axom sends us a new unit at no additional cost. This program also allows for device and web -based software upgrades at no additional cost. Here is the breakdown of cost over the five- year time frame: Date Cost Au ust 2023 $6,482.35 August 2024 $6,482.35 Au ust 2025 $6,482.35 Au ust 2026 $6,482.35 August 2027 $6,482.35 Total $32,411.75 In addition to the program preventing extra costs, this agreement also secures the current pricing, so we will not have any cost increases for the next five years. BUDGETARY IMPACT: $6,842.35 • DocuSign. ,Certificate Of Completion -._ ._ ._._- Envelope Id:49B6B77710094DA38BE3D87991CC91B0~ Status:Completed Subject:Complete with DocuSign:For Execution_Axon-Riverside_TASER Energy Weapon v3.0(11.14.2023).docx . Source Envelope: Document Pages:16 Signatures:1 Envelope Originator: Certificate Pages:5 Initials:0 Natalie Fada AutoNav:Enabled 17800 N 85th St Envelopeld Stamping:Enabled Scottsdale,AZ 85255 Time Zone:(UTC-07:00)Arizona nfada@axon.com IP Address:72.201.58.113 Record Tracking - __------- ----_-__-- —_—_-- _ ,a_—._______ Status:Original Holder:Natalie Fada Location:DocuSign 11/14/2023 4:07:42 PM , nfada@axon.com Signer Events Signature • Timestamp f -:----1 D uSigned by. Bobby Driscoll Sent:11/14/2023 4:10:37 PM bobby@axon.com • Viewed:11/14/2023 4:10:53 PM VP,Assoc.General Counsel 55DAEH6131lW424_ Signed:11/14/2023 4:12:36 PM Axon Enterprise,Inc. Security Level:Email,Account Authentication Signature Adoption:Uploaded Signature Image (None) Using IP Address:174.26.22.192 Signed using mobile Electronic Record and Signature Disclosure: Accepted:10/2/2018 11:27:43 AM ID:6943ea04-c138-4194-a96a-e670aa85f248 In Person Signer-Events ^T_ . Signatures - -Timestamp = I Editor Delivery Events T- --Status - , Timestamp .. • . .. i Agent-Delivery-Events_' ,. Status 6,T Timestamp - •_ .� Intermediary Delivery-Events _-,___Status -_._.______._Y __._•.__. _-_ Timestamp_ - -'_ _____________:..j • Certified Delivery Events ' Status • - - . Timestamp . - .I Carbon CopY.Events. V — —Status-_ . •— - — ~- ~ — Timestamp -___._-- Joe Koestner - COPIED Sent:11/14/2023 4:12:38 PM N jkoestner@axon.com Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Accepted:3/8/2023 7:13:05 AM ID:5d0d1 e9c-2150-4ac1-9fa4-1126f55a1545 Witness Events•- - -- Signature __-— Timestamp —__ • _.v...___ •v__ ___—_,_- -__._ ___- �_. ._,J Notary Events ' • T ._4- Signature V -- . -�-� Timestamp-_____._.____.____ ,- -__ ,, Envelope Summary Events _Status_~ _� T Timestamps -yam Envelope Sent—��__�___.�a__ ----- — Hashed/Encrypted _______..__._ _.____s. 11/14/2023 4:10:37 PM --�—~` Certified Delivered Security Checked 11/14/2023 4:10:53 PM Signing Complete Security Checked 11/14/2023 4:12:36 PM Completed Security Checked 11/14/2023 4:12:38 PM Electronic Record and Signature Disclosure created on:9/6/2018 2:50:05 PM Parties agreed to:Bobby Driscoll,Joe Koestner ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Axon Enterprises, Inc.-HR(we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent • If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure,we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Axon Enterprises,Inc.-HR: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: cnelson@axon.com To advise Axon Enterprises,Inc.-HR of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at cnelson@axon.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Axon Enterprises,Inc.-HR To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to cnelson@axon.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Axon Enterprises,Inc.-HR To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to cnelson@axon.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here:https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and(i)that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii)that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein,then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify Axon Enterprises, Inc.-HR as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Axon Enterprises, Inc.-HR during the course of your relationship with Axon Enterprises, Inc.-FIR.