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Independent Contractor Agreement with Taser Int. for Purchase of Body Worn Camera Systems
AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES FOR THE PURCHASE OF LAW ENFORCEMENT BODY WORN CAMERA SYSTEMS, ASSOCIATED HARDWARE AND SUPPORT SERVICES THIS AGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES is made this 18th day of November, 2014, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Taser International hereinafter referred to as "CONTRACTOR." INTRODUCTION Whereas, the City has a need for services involving law enforcement body worn camera systems, hardware, and support; and WHEREAS, the Contractor is specially trained, experienced and competent to provide and perform and has agreed to provide such products and services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Documents Incorporated by Reference: The Contract Documents include this Independent Contractor Agreement, and the attached Exhibits, all of which are hereby incorporated herein by reference and made apart hereof. If there is a conflict between the contract documents, the terms and conditions of the fully executed Independent Contractor Agreement shall control over all other documents. The attached exhibits include: A. Taser Quotation Q -17406-2 dated 09/21/2014 B. Taser International Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers (Effective November 22, 2013). C. Taser International Inc.'s Sales Terms and Conditions for the Taser Assurance Plan (TAP) including TAP Warranty Coverage (Effective April 18, 2014). D. Taser Professional Services Agreement (Release Date December 11, 2013). E. Taser Evidence.com Master Service Agreement (Release Date June 25, 2014). Body Worn Cameras — hardware and services. page 1 of 7 2. Scope of Work: 2.1 CONTRACTOR shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all products, services and work, and comply in all respects, as specified in the document titled "Scope of Work" a copy of which is attached hereto as Attachment "A" and incorporated herein by this reference, together with any amendments that may be agreed to in writing by the parties. 2.2 All documents, drawings and written work product prepared or produced by the Contractor under this Agreement, including without limitation electronic data files, are the property of the Contractor; provided, however, the City shall have the right to reproduce, publish and use all such work, or any part thereof, in any manner and for any purposes whatsoever and to authorize others to do so. If any such work is copyrightable, the Contractor may copyright the same, except that, as to any work which is copyrighted by the Contractor, the City reserves a royalty -free, non-exclusive, and irrevocable license to reproduce, publish and use such work, or any part thereof, and to authorize others to do so. 2.3 The Contractor shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Contractor represents and warrants that it will perform its work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Contractor and any reports or opinions prepared or issued as part of the work performed by the Contractor under this Agreement, Contractor makes no other warranties, either express or implied, as part of this Agreement. 2.4 Services and work provided by the Contractor at the City's request underthis Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. 3. Consideration 3.1 The Contractor shall be compensated on a Not -To -Exceed basis as provided in Attachment A attached hereto and by reference made a part hereof. 3.2 Except as expressly provided in this Agreement, Contractor shall not be entitled to receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement including, but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement Body Worn Cameras — hardware and services. page 2 of 7 benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 4. Term: 4.1 This agreement shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work, (b) or unless sooner terminated as provided in Sections 4.2, 4.3, and Section 5 below or unless some other method or time of termination is listed in Attachment A. 4.2 Should Contractor default in the performance of this Agreement or materially breach any of its provisions, City, at City's option, may terminate this Agreement by giving written notification to Contractor. 4.3 Should City fail to pay Contractor all or any part of the compensation set forth in Attachment B of this Agreement on the date due, Contractor, at the Contractor's option, may terminate this Agreement if the failure is not remedied by the City within thirty (30) days from the date payment is due. 4.4 TIME FOR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Upon receipt of a Notice to Proceed, the Contractor shall have Sixty (60) calendar days to deliver the products and begin providing the services as described herein. Contractor shall be liable to the City for any delay beyond this time period in the amount of three hundred dollars ($300.00) per calendar day. Such payment shall be construed to be liquidated damages by the Contractor in lieu of any claim or damage because of such delay and not be construed as a penalty. 5. Termination: 5.1 If, through any cause, CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONTRACTOR may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Body Worn Cameras — hardware and services. page 3 of 7 5.2 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONTRACTOR, and the CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of damages due the CITY from CONTRACTOR is determined. This provision shall survive the termination of this agreement and shall not relieve CONTRACTOR of its liability to the CITY for damages. 6. Independent Contractor: 6.1 In all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any officer, employee or agent of CONTRACTOR will be deemed an employee of CITY. Except as expressly provided in Attachment A, Contractor has no authority or responsibility to exercise any rights or power vested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 6.2 Contractor, its agents, officers, and employees are and at all times during the term of this Agreement shall represent and conduct themselves as independent contractors and not as employees of the City. 6.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. If in the performance of this Agreement any third persons are employed by Contractor, such persons shall be entirely and exclusively under the direction and supervision and control of the Contractor. 7. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CITY CONTRACTOR City of Meridian Taser International Purchasing Manager Attn: Legal Department 33 E Broadway Ave 17800 N 851h St Meridian, ID 83642 Scottsdale, AZ 85255 208-489-0417 (800) 978-2737 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. Body Worn Cameras — hardware and services. page 4 of 7 8. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 10. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 11. Discrimination Prohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 12. Reports and Information: 12.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 12.2 Contractor shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4) years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 13. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONTRACTOR'S records with respect to all matters covered by this Agreement. CONTRACTOR shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 14. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or Body Worn Cameras — hardware and services. page 5 of 7 in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 15. Compliance with Laws: In performing the scope of work required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 16. Changes: The CITY may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, which are mutually agreed upon by and between the CITY and CONTRACTOR, shall be incorporated in written amendments which shall be executed with the same formalities as this Agreement. 17. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 18. Waiver of Default: Waiver of default by either party to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 19. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 20. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 21. Order of Precedence: The order or precedence shall be the contract agreement, the Invitation for Bid document, then the winning bidders submitted bid document. 22. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not accept the marking of an entire document as exempt. In addition, the CITY will not accept a legend or statement on one (1) page that all, or substantially all, of the document is exempt from disclosure. The Contractor shall indemnify and defend the CITY against all liability, claims, damages, losses, expenses, actions, attorney fees and suits whatsoever for honoring such a designation or for the Contractor's failure to designate individual documents as exempt. The Contractor's failure to designate as exempt any document or portion of a document that is released by the CITY shall Body Worn Cameras — hardware and services. page 6 of 7 DocuBlgn Envelope ID: eCBAGaA6-32AA-4AC2-ABDB-FD3877BA3ADA constitute a complete waiver of any and all claims for damages caused by any such release. 23. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 24. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN TASER INTERNATIONAL ay: BY: L«- 61 . (L� BY: W$6 REES SO - Dated: Dated: 11/14/2014 Approved bil(lounoll: 6/ -` I 1j n4L,._ CITY CLK '13-A l E BY: Dated:: Department Approval ^ BY: 0, im_ Dated:: 11- /A - o70� f Body Worn Cameras — hardware and servlces. page 7 of 7 ATTACHMENT A . TASER International Protect TruthCli 17800 N 85th St. Scottsdale,Arizona 85255 " United States Phone:(800)978-2737 MOVE IE Ft Fax: Jeff Lavey Quotation (208)846-7300 Quote: Q-17406-2 208-888-4218 Date:9/21/2014 6:49 AM jiavey@meridiancity.org Quote Expiration:9/30/2014 Contract Start Date*:5/1/2015 Contract Term:5 years Bill To: Ship To: Meridian Police Dept.-ID Jeff Lavey 1401 E.Watertower Avenue Meridian Police Dept,-ID Meridian.ID 83642 1401 E.Watertower Avenue US Meridian,ID 83642 US SALESPERSON PHONE EMAIL DELIVERY METHOD r PAYMENT METHOD David Fowers dfowers©taser.com Fedex-Ground Net 30 *Note this will vary based on the shipment date of the product. Due Net 30 QTY ITEM# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 69 73030 CAMERA SYSTEM,AXON FLEX 599.00 USD 41,331.00 USD 31,962.64 USD 9,368.36 69 73021 MULTI-MOUNTING OPTION KIT,FLEX 199.95 USD 13,796.55 USD 13,244.55 USD 552.00 69 73036 CONTROLLER,HOLSTER,BELT CLIPS, USD 0.00 USD 0.00 USD 0.00 FLEX 12 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 17,940.00 USD 10,405.20 USD 7,534.80 69 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 2,484.00 USD 0.00 USD 2,484.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 12 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 420.00 USD 0.00 USD 420.00 EVIDENCE.COM DOCK 69 `85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 45,540,00 USD 0.00 USD 45,540.00 PAYMENT 1,380 85401 INCLUDED STORAGE,20 GHS PER USD 0.00 USD 0.00 USD 0.00 ULTIMATE LICENSE 1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 7,500.00 USD 7,500.00 6,900 85035 EVIDENCE.COM STORAGE 1.50 USD 10,350.00 USD 0.00 USD 10,350.00 3 73030 CAMERA SYSTEM,AXON FLEX USD 0.00 USD 0.00 USD 0.00 5 89101 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 1 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 I Page 1 of 4 QTY ITEM# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 6 88101 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 1,800.00 USD 0.00 USD i YEAR 1 PAYMENT •� 60 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Due Net 30 Total: USD 151,001.55 Due Net 30 Net Price: USD 87,889.16 Year 2-Due In 2015 QTY ITEM H DESCRIPTION UNIT' Total Before DISC($') NET TOTAL PRICE Discount 6,900 85035 EVIDENCE.COM STORAGE 1.50 USD 10,350.00 USD 0.00 USD 10350.00 s 69 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 2,484.00 USD 0.00 USD 2,484.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 69 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 45,540.00 USD 0.00 PAYMENT USD 45.540.00 1,380 85401 INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 ULTIMATE LICENSE 5 89201 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 , USD 0.00 USD 2,340.00 LICENSE:YEAR 2 PAYMENT 75 85110 EVIDENCECOM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 6 88201 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 1,800.00 USD 0.00 USD 1,800.00 YEAR 2 PAYMENT 60 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year 2-Due In 2015 Total: USD 62,514.00 i Year 2--Due in 2015 Net Price: USD 62,514.00 Year 3-Due In 2016 QTY ITEM H r DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 6,900 85035 EVIDENCE.COM STORAGE 1.50 USD 10,350.00 USD 0.00 USD 10,350.00 69 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 2,484.00 USD 0.00 USD 2,484.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 69 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 45,540.00 USD 0.00 USD 45,540.00 PAYMENT 1 1,380 85401 INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 ULTIMATE LICENSE i 5 89301 PROFESSIONAL EVIDENCECOM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 3 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 6 88301 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 1,800.00 USD 0.00 USD 1,800.00 YEAR 3 PAYMENT 60 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year 3--Due in 2016 Total: USD 62,514.00 Year 3-Due in 2016 Net Price: USD 62,514.00 Page 2 of 4 . Year 4-Due In 2017 QTY ITEM II DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 6,900 85035 EVIDENCE.COM STORAGE 1.50 USD 10,350.00 USD 0.00 USD 10,350.00 69 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 2,484.00 USD 0.00 USD 2,484.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 69 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 45,540.00 USD 0.00 USD 45,540.00 PAYMENT - A 1,380 85401 INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 ULTIMATE LICENSE 5 89401 PROFESSIONAL EV1DENCE.COM 468.00 USD 2,34000 USD 0.00 USD 2,340.00 LICENSE:YEAR 4 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Imitimmener 6 88401 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 1,800.00 USD 0.00 * USD 1,800.00 YEAR 4 PAYMENT 60 85110 EVIDENCECOM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year 4-Due in 2017 Total: USD 62,514.00 Year 4-Due In 2017 Net Price: USD 62,514.00 Year 5-Due in 2018 QTY ITEM 11 DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 69 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 45,540.00 USD 0.00 USD 45540.00 PAYMENT 69 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 2,484.00 USD 0.00 USD 2,484.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 1 1,380 85401 INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 ULTIMATE LICENSE 6,900 85035 EVIDENCE.COM STORAGE 1.50 USD 10,350.00 USD 0.00 USD 10,350.00 5 89501 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 5 PAYMENT 75 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 US 0D .00 6 88501 STANDARD EV1DENCE.COM LICENSE: 300.00 USD 1,800.00 USD 0.00 USD 1,800.00 YEAR 5 PAYMENT , 60 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 Year S--Due in 2018 Total: USD 62,514.00 Year 5-Due in 2018 Net Price: USD 62,514.00 Subtotal USD 337,945.16 Estimated Shipping&Handling Cost USD 232.38 Grand Total USD 338,177.54 S , Page 3 of 4 i'. s k y Complimentary Evldence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Customer to be invoiced for Year 1 annual payment after October I,2014. TASER International,Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASEIt's current Sales Terms and Conditions for the AXON Flexr"and AXON BodyTM Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted atkturityacclasgammaalet ginainitzcothtigns.If your purchase includes AXON hardware and/or EV1DENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at bthEthuatusagindurikugnamtaL4.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional 3 LL Service Agreement posted at �•.ja ;'�. i 1`i.. �i.� ,4 �,'<f y iaYai iit 4 •s :,. o A itT �};f. .` �'1��"t,l,�A�:,. ► You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: 4,4 4- Vklir Date: 9:' 20ZI 0,0/, Name(Print): a PC A Title: C/va# of Pa. r" PO#(If needed): Please sign and email to David Anvers at dfowers(taser.com or fax to THANK YOU FOR YOUR BUSINESS! `Protect Life'and O are trademarks of TASER international,Inc.,and TASER is a registered trademark of TASER International,Inc.,registered in the U.S. 0 2013 TASER International,Inc.All rights reserved. Page 4 of 4 ATTACHMENT B Title: TASER international,Inc.'s Sales Terms and Conditions-Direct Sales to End User Purchasers Department: Legal Version: 6.0 Release Date: 1112212013 TASER International, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers (Effective November 22, 2013) These Sales Terms and Conditions apply to your purchase of all TASER International, Inc.("TASER," "we,""us,"or"our") products and services purchased directly from us. Products and services sold by us are expressly subject to and conditioned upon the terms and conditions set forth below. By signing a � issuing uote a purchase order, or accepting delivery of the product or service,you accept and are q bound to these Sales Terms and Conditions. Any different or additional terms set forth by you,whether inour purchase order or another communication, are expressly objected to and will not be binding on Y us. Return Policies. All sales are final and no refunds or exchanges are allowed, except as provided by state or federal law and as specified below for TASER®Citizen Products. Exchanges for TASER Citizen Products. The citizen model products that are unopened and still in their sealed package may be returned or exchanged within 15 days from the date of receipt of the product for a credit or a refund of the purchase price paid, less shipping and handling, and any applicable restockingfees. Any product returned to TASER without prior authorization from us will be pP , considered an unauthorized return, and you will not receive credit for the product and we will not ship the product back to you. Unless the product is defective or the return is a direct result of our error,we may charge a restocking fee of up to 15% of the purchase price paid, plus any applicable sales tax. To return a citizen model product,you must first go to our website,www.TASER.com and obtain a Return Material Authorization("RMA") number before the end of the applicable return period.We will not accept returns without an RMA number.See the Product Warranty,www.TASER.com,or contact us at 800.978.2737(+1.480.905.2000 for International callers)for information on how to obtain an RMA number. You must ship the product to us within 5 days of the date that we issue the RMA number as follows: • in the original product packaging, in as-new condition, along with any media,documentation, Yl. and any other items that were included in your original shipment; • at your expense and insured (if you return the product uninsured then you accept the risk of loss or damage during shipment); • with the RMA number clearly marked on the outside of the return packaging; • with roof of purchase of the product(receipt, purchase order,or invoice);and p • with your name, address, and phone number of where to send the exchange item or the product credit or refund. Upon receipt of your return,we will issue a credit or a refund of the purchase price paid, less shipping and handling, and any applicable restocking fees. For partial returns,your credit may be less than the invoice or individual component price due to bundled or promotional pricing or any unadvertised discounts or concessions. If you fail to follow the return or exchange instructions and policies provided by us,we are not responsible for product that is lost,damaged, modified, or otherwise processed for disposal or resale. Quotes. A quotation is an offer to sell, is valid onlyfor the products and services listed on the quote at the prices listed on the quote,and is subject to these Sales Terms and Conditions, all of which are deemed incorporated into the quote.The quote from TASER contains the entire terms and conditions TASEFI Page 1 of 3 • v n o s e e r � r c Title: TASER International, Inc.'s Sales Terms and Conditions-Direct Sales to End User Purchasers Department Legal Version: 6.0 Release Date: 11/22/2013 associated with the transaction.You may accept a quotation by signing the quote, issuing a purchase order, or other writing expressingyour intention to be bound. conditions i Any terms, conditions or within your purchase order or other writing addressing the subject matter of the transaction,will be for your internal purposes only and the terms and conditions contained therein will have no force or effect. If you have not signed a quote from TASER,thenyour order is to . , subjectcancellation by us, in our sole discretion.We are not responsible for pricing,typographical, or other errors in any offer by us and reserve the right to cancel any orders resulting from such errors. Prices. The price of the products and services are set forth in the quote specifically provided to ou (if v no quote was provided then the price is that set forth on our current price list or www.TASER.com). Prices do not include taxes, shipping, handling, insurance or other similar charges; any such charges will be added to the price or separately invoiced unless otherwise expressly indicated at the time of sale. Payment Terms. Invoices are due and payable within the time period noted on your invoice, measured from the date of the invoice.We may invoice parts of an order separately.Where no credit has been granted to you or where credit has been withdrawn(in our absolute discretion) or for international sales, payment is required in full prior to shipment. Payment must be by credit card, wire transfer, or some other prearranged payment method. If we have reasonable grounds to believe that you will fail to comply with the payment terms or with the agreed credit terms, we are entitled to postpone or to refuse delivery of an order. Taxes. Unless you provide us with a valid and correct tax exemption certificate applicable to your purchase and ship-to location,you are responsible for sales and other taxes associated with your order. Shipping;Title; Risk of Loss. We reserve the right to make partial shipments and products may ship from multiple locations.All shipments are FOB TASER's facility and title and risk of loss pass from us to you on upon delivery to the common carrier by TASER. You are responsible for all freight charges.Any loss or damage that occurs during shipment is your responsibility. Shipping dates are estimates only. Delivery is typically 2-6 weeks after receipt of order or payment. Excusable delays. We will use commercially reasonable efforts to deliver allroducts and services ordered byyou as soon as reasonablyp practicable. In the event of interruption of any delivery due to causes beyond our reasonable control, including but not limited to force majeure,fire, labor disturbances, riots, accidents, or inability to obtain necessary materials or components,we have the right, in our sole discretion and upon oral or written notice to you, to delay or terminate the delivery. Not For Resale or Export. Shipping of some our products out of the United States is restricted by U.S.federal law and neither the product nor its technology can be exported out of the U.S.without a validated export license issued by the U.S. Department of Commerce and a signed BIS-711 on file with us. Regulations and Restrictions. You agree to comply with all applicable laws, codes and license requirements, and controls of the United States and other applicable Jurisdictions in connection with the use of TASER products and services including your acceptance of responsibility for the payment of any relevant taxes or duties. Please go to our website(www.TASER.com)or contact our Customer Service Department for a list of known regulations and restrictions regarding the sale, possession, and use of -rdNm e R Page 2 of 3 • �n o T c c r c Title: TASER International, Inc.'s Sales Terms and Conditions--Direct Sales to End User Purchasers Department Legal Version: 6.0 Release Date: 1/122120/3 TASER CEWa roducts.You are responsible for understanding and verifying all local laws, regulations, and restrictions. Warranty Coverage. Our current warranty provisions,warranty exclusions, release, and any limitations of liability located at www.TASER.com are also applicable to your purchase. Product Warnings. See our website at www.TASER.com for the most current product warnings. Proprietary information. You agree that we have and claim various proprietary rights in the hardware, p rY firmware, software, and the integration of ancillary materials,knowledge, and designs that constitute ourp roducts and services, and that you will not directly or indirectly cause any proprietary rights to be violated. Design Changes. We reserve the right to make changes in design of any of our products and services without incurring any obligation to notify you or to make the same change to products and services previously purchased. Severable Provisions. If any provision of these Sales Terms and Conditions is found by a court of competent jurisdiction to be invalid or unenforceable,then the remainder will have their full force and effect and the invalid provision will be modified or partially enforced by the court to the maximum extent permitted by law to effectuate the purpose of this agreement. No Assignment. You may not assign this agreement nor any related order and you may not delegate your duties under this agreement without our prior written consent which will not be unreasonably withheld. We may assign this agreement without your consent. Entire Agreement. These Sales Terms and Conditions, along with the quote, sales order acknowledgement,and the applicable product warranty, license and service agreement(s), constitute the entire agreement between the parties.These Sales Terms and Conditions supersede and replace any prior agreement or understanding between the parties, including any oral representations concerning the subject matter of this agreement.Any prior or extrinsic representations or agreements, with the exception of the product warranty, any service and license agreement(s), are intended to be discharged or nullified. Governing Law. The laws of the State of Arizona, U.S.A.govern this transaction and agreement, without regard to conflicts of law. Protect Life'and are trademarks of TASER International,Inc.,and TASER Is a registered trademark of TASER International,Inc., registered In the U.S.All rights reserved. 0 2013 TASER International,Inc. rikB E -- Page 3 of 3 t•n a T t; or L l r t ATTACHMENT C TASER international,Inc.'s Sales Terms and Conditions for the Evidence.com Dock and AXON flexTM and AXON body Cameras TASER Assurance Plan(U.S.Only) (Effective April 18,2014) These Sales Terms and Conditions("Terms")apply to your of the units to officers in the field. You must return to TASER, purchase of the TASER Evidence.com Dock,AXON flee' through TASER's RMA process,any broken or non-functioning camera/AXON body camera,related accessories,and the TASER units for which a Spare Product is utilized,and TASER wit repair Assurance Plan AP".1 The products and TAP are expressly or replace the non-functioning unit with a replacement product. subject to and conditioned upon the Terms set forth below, By TASER warrants it will repair or replace the unit which fails to signing a quote,issuing a purchase order,or accepting delivery of function for any reason not excluded by the TAP warranty the products,you accept and are bound to these Terms. Any coverage,during the TAP Term with the same product or a like • whether in apurchase product,at TASER's sole option. You may not buy a new TAP for different or additional terms set forth by you, order or another communication,are expressly objected to and will the replacement product or the Spare Product. not be binding on TASER. Within 30 days of the end of the TAP Term you must return to TASER Assurance Plan(TAP). TAP may be purchased as part TASER ail Spare Products. You will be Invoiced for and are of the Ultimate Evidence.com License('Ultimate License")tier,or obligated to pay to TASER the MSRP then in effect for all Spare on a standalone basis.If TAP is purchased on a standalone basis, Products not returned to TASER. If all the Spare Products are TAP's purchase price does not indude any initial hardware, returned to TASER,then TASER wit refresh your allotted number software and the Evldence.com services must be purchased of Spare Products with Upgrade Models if you purchase a new separately. TAP provides you with hardware extended warranty TAP for the Upgrade Models. coverage,Spare Products(for AXON cameras),and Upgrade Models at the end of the TAP Term.TAP only applies to the AXON TAP Upgrade Models. Upgrade Models to be provided as follows flex camera and controler,AXON body camas,or Evidence.com during and/or after the TAP Term:(i)after 3 years If you purchased Dock,depending on the plan purchased.TAP does not apply to 3 years of Evidence.com services/grate Licenses and all TAP software or services offered for,by,on,or through the TASER.com payments are made;or(ii)once after 2.5 years and once again or Evidence.com websites. after 5 years if you purchased 5 years of Evidence.com services/Ultimate Licenses and made all TAP payments. Any Toual' purchase TAP,you must either purchase Ultimate products replaced within the six months prior to the scheduled q fty to Licenses for a 3-year term or purchase Evldence.com services for upgrade will be deemed the Upgrade Model, Thirty days after you at least 3 years on a standalone basis. receive the Upgrade Models,you must return the products to TASER or TASER wil deactivate the serial numbers for the You may not buy more than one TAP for any one AXON cameral products for which you received Upgrade Models unless you Evidence.com Dock product TAP must be purchased for all purchase additional Evldence.com licenses for the AXON camera AXON cameras/Evldence.com Docks purchased by your agency products you are keeping. You may buy a new TAP for any after your agency elects to participate in TAP. Upgraded Model. TAP Warranty Coverage. See TASER's current Hardware TAP AXON Camera Upgrade Models. If you purchased TAP as a Warranty,Limitations and Release for Law Enforcement CEW stand-alone service,then TASER wit upgrade the AXON camera Products and On-Officer Cameras at www.TASER.com (and controller If applicable),free of charge,with a new on-officer ("Hardware Warranty"). TAP Incudes the extended warranty video camera that is the same product or a like product,at coverage described in the current Hardware Warranty. TAP for TASER's sole option. TASER makes no guarantee that the the AXON camera products also includes free replacement of the Upgrade Model will utilize the same accessories or Evidence.com AXON flex controller battery and AXON body battery during the Dock. If you would like to change product models for the Upgrade TAP Term.2 TAP warranty coverage starts at the beginning of the Model,thenyou mustthe price difference in effect at the time 9 9 pay TAP Term and continues as long as you continue to pay the of the upgrade between the MSRP for the offered Upgrade Model required annual fees for TAP. You may not have both an optional and the MSRP for the model you desire to acquire. No refund will extended warranty and TAP on the AXON camera/Evidence.com be provided if the MSRP of the new model is less than the MSRP DodsPr oduct. of the offered Upgrade Model. SPARE AXON cameras. For TAP for AXON camera products, If you purchased Ultimate License,then TASER will upgrade the TASER willpro vide a predetermined number of spare AXON AXON camera(and controler if applicable),free of charge,with a cameras(and controllers if applicable)(collectively the'Spare new on-officer video camera of your choice. Products')to you to keep at your agency location to replace broken or non-functioning units in order to improve the availability TAP Evidence.com Dock Upgrade Models. TASER will upgrade 1 These terms apply when you purchase TAP as a stand-done service for Evidence.corn Dodos. AXON camera products or Evidence.com Docks or as part of the Ultimate 2 Applies to replacement for batteries which fail to function for any reason License.The Ultimate License does not include TAP coverage for not excluded by the Hardware Warranty. Uhl: tk !AMA hu..w.tl.n.l.taa'a Sobs Isms sled CondpN.n l ill.CYWont..e....Uo€k end AXON Hugh'and AXON Indy C.n....s IMMIX Ammons Pl..1N.L .ty) vel. Logs' TA.Si L R 4.1 a.h...a..., 401110014 Page 1 of 2 5yy' 'le TASER international,Inc.'s Sales Terms and Conditions for the Evidence.com Dock and AXON flexr"and AXON body Cameras TASER Assurance Plan U.S.Only) Effective April 14}rii 18 20 the Evidence.com Dock free of charge,with a new Evidence.com TAP Payment Terms. TAP mayonlybe purchased • Dock with the same number of bays that is the same product or a sale. TASER at the point of like product,at TASER's sole option. If would will separately invoice you on an annual basis for the you like to change cost of TAP and you are responsible for payment within 30 days of product models for the Upgrade Model or add additional bays,then the invoice(even if TASER does not receive an annual purchase you must pay the price difference in effect at the time of the order fromyout upgrade between the MSRP for the offered prior to issuing the invoice). The payment due date the Upgrade Model and is based upon the Term start date. If multiple purchases of AXON e MSRP for the model you desire to acquire. No refund will be camera products/Evidence.com Dock have been made,each provided if the MSRP of the new model is less than the MSRP of purchase may have a separate TAPent due date. Payment yment the offered Upgrade Model. wiff be considered past due if not paid in full or if not received within 30 days of the invoice date. TAP Term. The TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the Sales Terms. TASER's current Sales Terms and Conditions for hardware occurred in the first half of the month,then the Term Direct Sales to End User Purchasers,located at starts on the 1st of the following month. If the shipment of the http://www.taser.com/sales-terms-and-conditions,are also hardware occurred in the second half of the month,then the Term applicable to your purchase. starts on the 15"of the following month. No Assignment. You may not assign the TAP or any related TAP Termination. If an invoice for TAP is more than 30 days past order and you may not delegate your duties under these Terms due or your agency defaults on its payments for the Evidence.com without TASER's prior written consent,which will not be services then TASER may terminate TAP and all outstanding unreasonably withheld. AXON product related TAPS with your agency. TASER will provide notification to you that TAP coverage is terminated, Once Entire Agreement. These Terms,along with the quote,sales TAP coverage is terminated,then: order acknowledgement,Sales Terms and Conditions for Direct 1.TAP coverage will terminate as of the date of termination and no Sales to End User Purchasers,and the applicable product refunds will be given. warranty,license and service agreements,constitute the entire 2.TASER will not and has no obligation to provide the free agreement between the parties for the purchase of the AXON Upgrade Models. camera/Evidence.com Dock products and TAP. These Terms 3.You will be Invoiced for and are obligated to pay to TASER the supersede and replace any prior agreement or understanding MSRP then in effect for all Spare Products provided to you between the parties,including any oral representations concerning under TAP. If the Spare Products are returned within 30 days of the subject matter of this agreement the Spare Product invoice date,credit will be issued and applied against the Spare Product invoice. 4.You will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. AXON Hex is a trademark of TASER International,Inc.,and TASER and(b are registered trademarks of TASER international,Inc.,registered In the U.S.0 2014 TASER international,int All rights reserved. eepo IASCR MgMn•1.lMe.'�Sales Mine and C•nMYwn!•,Hi•CvNr•np.e•w,p•sf and A71L1q flew"•M A110114•�Comm.rwitH wuw•nc•Mien�1f,1<.O.11y A•r•pwww: I.w�•1 w..t.�. .,• •"r"513 a Halms Dow 41111,1414 Page 2 or 2 ATTACHMENT D 0 TA9EFI Professional Services Agreement -BY ORDERING OR ACCEPTING PROFESSIONAL SERVICES FROM TASER INTERNATIONAL,INC.(TASER) YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.You represent to us that you are lawfully able to enter into contracts and if you are entering into this Agreement for an entity,such as the company, municipality,or government agency you work for,you represent to us thatyou have legal authority to bind that entity.If you do not have this authority,do not order or accept the Professional Services. In consideration of the mutual promises contained in this Agreement,the parties agree to all terms of the Agreement effective as of the date you signed the Quote or submit your purchase order,whichever is first(Effective Date). Terms and Conditions This Professional Services Agreement(Agreement)is an agreement between TASER International,Inc. (TASER, we, us,or our)and you or the entity you represent(Agency or you). This Agreement contains the terms and conditions that govern our provision of Professional Services to you for assistance in deploying and implementing TASER camera systems and EVIDENCE.com service solutions. See Section 17 for definitions of certain capitalized terms used in this Agreement. 1. Term and Pricino. a. Term. The term of this Agreement commences on the Effective Date. The actual work to be performed by us is not authorized to begin until we receive the signed Quote or your purchase order,whichever is first. b. Service Pricing. All Services performed by us will be rendered in accordance with the fees set forth in the Quote. You will pay us in accordance with the terms contained in this Agreement unless different payment terms have been identified and agreed upon in the Quote. c. Taxes. You are responsible for any sales or use taxes assessed on payment for Services and Products. 3 We will itemize sales or use taxes separately on our invoices. We are responsible for all other taxes,duties and fees. ifyo u are exempt from taxation for the Services or Products,you must submit an exemption certificate to us. 2. Invoicing and Payment Terms. a. Services. We will invoice you, in accordance with this Agreement,for all Services provided. Notwithstanding the foregoing,no terms,provisions,or conditions of any purchase order or other business form or written authorization used by you will have any effect on,or otherwise modify,the rights,duties,or obligations of ff the parties under this Agreement,regardless of any failure of us to object to such terms,provisions,or conditions. b. Payment. All payments for fees and expenses are due 30 days after the date of invoice. Interest at the p ym less)maybe charged on all late payments. rate of 1.5%per month(or the highest rate permitted by law,if I ) g p ym Payment obligations are non-cancelable and amounts paid are non-refundable. All amounts payable under this Agreement will be made without setoff or counterclaim,and without any deduction or withholding. Amounts pre- paid for Services will expire within 6 months of the Effective Date;therefore all Services must be completed within that time period.Any delays by you may result in additional fees due to us,and delay in our completion of the Services. 3 3. Scope of Services. The project scope will consist of the Services identified on your Quote. The Premium Plus Service Package and Premium Service Package are detailed below: Description of the Service Packages Premium Pius Premium Services Services 1 System set up and configuration 1 on-site session virtual assistance Setup AXON®Mobile on smart phones(if applicable) 1 Configure categories&custom roles based on Agency need Troubleshoot IT issues with EVIDENCE.com and evidence transfer t manager(ETM)access Work with IT to install EVIDENCE Sync software on locked-down corn•uters if a••iicable _ _ 1 ETM installation on-site assistance Ilenr=2111111 Me: Professional Sen+ices Agreement Dopsrbnent Legal Version: 3.0 r Releeso Osis: 12/1112013 Page 1 of 6 i 3 0 11".".91EFI Professional Services Agreement Description of the Service Packages Premium Plus Premium Services Services Work with Agency to decide ideal location of ETM setup and set configurations on ETM if necessary Authenticate ETM 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 Dedicated Project Manager M _µ�� w.w _ M fir 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 1 I Project Manager will develop a Microsoft Project plan for the rollout of AXON camera units,ETMs 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 ETM installation of not more than 30 minutes in len! h. Best practice implementation planning session-1 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 to 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 I 4 2 on-site sessions—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. 1111111 x AXON instructor training training for up to 5 training for up to 2 Prior to general user training on AXON camera systems and individuals at the individuals at the EVIDENCE.corn services,TASER's on-site professional services Agency Agency team will provide training with the goal of certifying instructors who can support the Agency's subsequent AXON camera and EVIDENCE.com training needs. End usergo live trainingand support sessions 6 on-site sessions 3 on-site sessionsi: individual ndividual device set up and configuration assistance; i 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 on-site assistance virtual assistance i 4. Out of ScoDe Services. We are responsible to perform only the Services described on your Quote. Any Tide: Professional Services Agreement Dopautmoni: Legal Version: 3.0 Release Date: 12/11/2013 Page 2 of 6 I 1 i i T/k9E Fil Professional Services Agreement w additional services discussed or implied that are not defined explicitly by the Quote will be considered out of the scope. 5. Delivery of Services. a. Hours and Travel. Our 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 our personnel to your premises will not be charged as work hours performed. b. Changes to Services. Changes to the scope of Services must be documented and agreed 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. c. Delays. If any delays are caused by you,you will be responsible for any costs Incurred by us In preparing for the performance of the Services,and we will be entitled to recover these costs from you,including travel related costs. The non-performance or delay by us of our obligations under this Agreement will be excused if and to the extent the non-performance or delay results directly from the failure by you to perform your responsibilities. If any failure or delay by you to perform any of your responsibilities prevents or delays our performance of our obligations under this Agreement,we will be entitled to a reasonable extension of time to the applicable performance dates to reflect the extent of the impact of the failure or delay by you. d. Performance Warranty. We warrant that we will perform the Services in a good and workmanlike manner. In the event the Services do not meet the requirements and specifications agreed upon,you must provide us with written notice and details of the alleged non-complying Services within 7 calendar days after completion of the Services involved. After determination by us that the Services were not in conformance to the requirements and specifications,we will re-perform the non-complying Services at no additional cost. 6. Your Responsibilities. Our successful performance of the Services depends upon your: a. Making available your relevant systems for assessment by us prior to our arrival at the Installation Site; b. Ensuring that prior to our arrival at the Installation Site that your network and systems comply with the following system requirements posted at htto://www.taser.com/Droducts/digital-evidence-management/evidenoe; c. Making any required modifications,upgrades or alterations to your hardware,facilities,systems and networks related to our performance of the Services prior to our arrival at the Installation Site; d. Providing access to the building facilities and where we are is to perform the Services,subject to safety and security restrictions imposed by you(including providing security passes or other necessary documentation to our representatives performing the Services permitting them to enter and exit your premises with laptop personal computers and any other materials needed to perform the Services); e. Providing suitable workspace with telephone and Internet access for our personnel while working at the Installation Site and in your facilities; f. Timely implementation of operating procedures,audit controls,and other procedures necessary for your intended use of the Products; g. Providing all necessary infrastructure information(TCP/IP addresses,node names and network configuration)necessary for us to provide the Services; h. Promptly installing and implementing any and all software updates provided by us; I. Ensuring that all appropriate data backups are performed; j. Providing to us the assistance,participation, review and approvals and participating in testing of the Products as requested by us; k. Providing us with remote access to your EVIDENCE.com account when required for us to perform the Services; I. Designating a representative who will be the main point of contact for all communication with us and who has the authority to act on your behalf in matters regarding the performance of the Services; m. Ensuring the reasonable availability by phone or pager of knowledgeable staff and personnel,system administrators and operators to provide timely,accurate,complete and up-to-date documentation and information for the duration of the Term(these contacts are to provide background information and clarification of information required to perform the Services); n. Instructing your personnel so that they are, at all times,educated and trained in the proper use and Title: Professional Services Agreement Department: Legal Version: 3.0 Release Date: 12J11t2013 Page 3 of 6 1-"M Fl Professional Services Agreement operation of the Products and that the Products are used in accordance with applicable TASER manuals and instructions;and o. Identifying In advance any holidays,non-work days,or major events that may impact the project. 7. Authorization to Access Computer Systems to Perform Services. You authorize us to access your relevant computers and network systems solely for the purpose of performing the Services. We will work diligently to identify as soon as reasonably practicable the resources and information we expect to use,and will provide an initial Itemized list to you. You are responsible for,and assume 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 you. 8. Site Preparation and Installation. Prior to delivering any Services,we will provide you with 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 you or TASER),you must prepare the Installation Site in accordance with the environmental specifications set forth in the Product User Documentation. Following the installation of the Products,you 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 us under this Agreement, including the environmental specifications for the Products,we will provide the updates or modifications to you when they are generally released by us to our customers. 9. Acceptance Checklist. We will present you with an Acceptance Checklist(Checklist)upon our completion of the Services. You will sign the Checklist acknowledging completion of the Services once the on-site service session has been completed. If you reasonably believe that we did not complete the Services in substantial conformance with this Agreement,you must notify us in writing of your specific reasons for rejection of the Services within 7 calendar days from delivery of the Checklist to you. We will address your issues and then will re-present the Checklist for your approval and signature. If we do not receive the signed Checklist or a written notification of the reasons for the rejection of the performance of the Services from you within 7 calendar days of delivery of the Checklist to you,the absence of your response will constitute your affirmative acceptance of the Services,and a waiver of any right of rejection. 10. Liability for Loss or Corruption of Data.The parties'default obligations concerning the liability for any loss or corruption of data under this Agreement are as follows: a. You are responsible for: (I)instituting proper and timely backup procedures for your software and data; (ii) creating timely backup copies of any of your software or data that may be damaged,lost,or corrupted due to our provision of Services; and(iii)using backup copies to restore any of your software or data in the event of any loss of,damage to,or corruption of the operational version of your software or data,even if such damage, loss,or corruption is due to our negligence. b. lf, as a direct result of our negligence in performing the Services, your software or data is damaged,lost,or corrupted,we will assist you in loading the media(e.g.,tape)in which you stored the backup copy of your software or data onto the server,mainframe,or other computer system to which your software or data is to be restored. The assistance provided by us may consist of telephone support to your personnel performing the software or data restoration. However,our assistance is conditioned upon TASER being notified by you within 24 hours of you becoming aware that your software or data has been damaged,lost,or corrupted as a direct result of our negligence in performing the Services. However,regardless of any assistance provided by us: (i)we will in no way be liable for the accuracy,completeness,success,or results of your efforts to restore your software or data;(ii)any assistance provided by us under this Section is without warranty,express or implied;and(iii)in no event will we be liable for loss of,damage to,or corruption of your data from any cause. c. The section does not apply to your data stored on EVIDENCE.com and covered by the EVIDENCE.com Master Service Agreement. 11. Intellectual Property. We own all right,title and interest in all Pre-Existing Works and Documentation. We grant to you,unless otherwise agreed in writing by the parties, a perpetual,non-revocable,royalty-free,non- TINet: Ptetssslanal Sandals Agreement Qepaetameni Legal Veailen: 3.0 Release Oats: 12/11/2013 Page 4 of 6 mirik9e Professional Services Agreement exclusive,right and license to use,execute or copy,the Pre-Existing Works provided to you in connection with the delivery of Services and in accordance with this Agreement. 12. CQnfidentlality. A receiving party may use the disclosing party's Confidential Information only in connection with TASER's performance of the Services under this Agreement. The receiving party will not disclose the disclosing party's Confidential Information during the Term or at any time during the 5-year period following the end of the Term. The receiving party will take all reasonable measures to avoid disclosure,dissemination or unauthorized use of the disclosing party's Confidential Information,including,at a minimum,those measures taken to protect Its own confidential information of a similar nature. 13. Indemnification. Except to the extent caused by the negligent acts or willful misconduct of you,we will indemnify,defend and hold you, your officers,directors,employees,agents,and permitted assigns(each Agency Indemnitee)harmless from and against all claims,demands,losses,liabilities,costs,expenses,and reasonable attorneys'fees,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. 14. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT,THE WARRANTIES STATED IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY TASER. WE DO NOT MAKE AND HEREBY DISCLAIM,AND YOU EXPRESSLY WAIVE,ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR COMMON LAW WARRANTY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EXCEPT FOR OBLIGATIONS OF CONFIDENTIALITY AND INDEMNIFICATION SET FORTH IN THIS AGREEMENT,THE LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO TASER UNDER THIS AGREEMENT FOR THE SERVICES IN THE PRIOR 12 MONTHS PRECEEDING THE CLAIM. NOTHING IN THIS SECTION LIMITS YOUR OBLIGATIONS UNDER SECTIONS 1 AND 2. 15. Insurance. We will maintain at our own expense and in effect during the Term,insurance coverage as set out below,and will furnish certificates of insurance or self-Insurance upon your request a. Commercial General Liability Insurance with limits of$1,000,000 per occurrence for Bodily Injury, Property Damage, and Personal and Advertising Injury; b. Workers'Compensation Insurance in compliance with the statutory requirements of.the state in which the Services are performed and Employers'Liability Insurance with limits of not less than$500,000 each Accident and Disease per Employee/Policy Limit; and c. Commercial Automobile Liability Insurance covering hired and non-owned vehicles for which we may be responsible with limits of$1,000,000 per occurrence Bodily Injury and Property Damage. 16. General. a. Non-Discriminatory Employment. We will not unlawfully discriminate against any individual based on race,color,religion, nationality, sex,sexual orientation,age,or condition of disability. We understand and agree that we are bound by and will comply with the nondiscrimination mandates of all Federal,State and local statutes. b. Notifications. Any notice permitted or required under this Agreement will be deemed to have been given if it is in writing and personally served or delivered,mailed by registered or certified mail(return receipt requested), delivered by a national overnight courier service with confirmed receipt,or sent by email to the parties at the addresses listed in the signature block at the end of this Agreement. c. Force Majeure. We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our 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. d. Independent Contractors;Non-Exclusive Rights. The parties are independent contractors,and neither Me: Professions!Services Agreement Department: Legal Verges: 3.0 Release Date: 19/1112.013 Page 6 of 6 1'"91E Professional Services Agreement party,nor any of their respective affiliates,Is an agent of the other for any purpose or has the authority to bind the other.This Agreement does not create a partnership,franchise,joint venture, agency,or fiduciary or employment relationship between the parties. e. Entire Agreement;Modification.This Agreement,including the Quote, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements,proposals,or representations, written or oral,concerning our provision of the Services. No modification,amendment,or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties.All headings are for reference purposes only and must not affect the interpretation of the Agreement. f. Severabllity. This Agreement is contractual and not a mere recital. Sections 1-2,5-6, 10-15,and 17-18 will continue in force and effect after termination of this Agreement. 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.Any invalid or unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not possible,the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. g. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of the provision nor limit the party's right to enforce the provision at a later time. h. Voluntary Agreement.This Agreement was negotiated and executed voluntarily and is not the result of duress,fraud, undue influence or any threat of any kind. All parties had the opportunity to consider this Agreement, to consult with counsel,and fully understand the Agreement. I. 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. j. Assignment. Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without theprior written approval of the other art •except that we mayassign or 9 9 RP party; P 9 otherwise transfer this Agreement or any of our rights or obligations under this Agreement without the consent of you(a)In connection with a merger,acquisition or sale of all or substantially all of our assets,or(b)to as part of a corporate reorganization. Subject to the foregoing,this Agreement will be binding upon,and inure to the benefit of the parties and their respective successors and assigns. k. Applicable Law.The validity,construction,interpretation,and administration of this Agreement will be governed by and must be interpreted under the laws of the State in which the Services are performed. In the event of any legal action to enforce the provisions of this Agreement,the successful party in enforcing any provision of this Agreement will be awarded that party's reasonable attorneys'fees and costs. 17. Definitions. "Confidential Information"means any and all financial,technical,legal,marketing, network and/or other business information,know-how, plans,records,files,file layouts,manuals,documentation,or data(including,but not limited to,computer programs,code systems,applications,analyses,passwords,procedures,output,software sales, personal individual information,and lists compilations). All information communicated during the course of this Agreement,whether written or oral,will be assumed confidential even if it is not specifically noted as such at the time of the disclosure. Both parties acknowledge and agree that a disclosing party's Confidential Information is the proprietary property of the disclosing party and constitutes valuable trade secrets. Nothing in this Agreement will be construed as granting the receiving party any right of use,title, or interest in the disclosing party's Confidential Information. "Installation Site"means the location(s)where the Products are to be installed. "Products"means all equipment,software,cloud based services, Product User Documentation and software maintenance releases and updates provided by us under this Agreement. "Product User Documentation"means either(i}specifications, explanatory or informational materials,whether in paper or electronic form,that relate to the Services provided under this Agreement,or(ii)user manuals,technical manuals,training manuals,specification or other explanatory or informational materials,whether in paper or electronic form,that relate to the Products provided under this Agreement. "Services"means the professional services provided by us pursuant to this Agreement. [Document Revised 12-11-2013] Microsoft is a trademark of the Microsoft group of companies. Is a trademark of TASER International.Inc.,and AXON and TASER are registered trademarks of TASER International,Inc.,registered In the U.S.AV rights reserved.0 2013 TASER International,Inc. Title: Professional Services Agreement Department: Legal Version: 3.0 Release Date: 12!1112013 Page 6 of 6 ATTACHMENT E 0 TABR EVIDENCE.com Master Service Agreement PROTECT LIFE By clicking the"I Agree"button or using the Service Offerings you agree that you have read and understand this Agreement and you accept and agree to be bound by the following terms and conditions.You represent to us that you are lawfully able to enter into contracts and if you are entering into this Agreement for an entity,such as the company,municipality,or government agency you work for,you represent to us that you have legal authority to bind that entity.If you do not have this authority,do not use the Service Offerings.If you disagree with any of the terms below,we do not grant you the right to use the Service Offerings and you should click"Cancel"to exit the installer and immediately discontinue all use of the Service Offerings. TASER International,inc.(TASER,we,us,or our)and you or the entity you represent(Agency or you)agree to all terms of the Agreement effective on the date you first agreed to this Agreement or first began using the Service Offerings("Effective Date"). 1. Access Rights.Upon the purchase or granting of a subscription from TASER and your opening of an Evidence.com account you wil have access and use of the Evidence.com Services and Your Content during the subscription term("Term").You and each of your end users agree to adhere to this Agreement and all laws,rules,regulations,and policies applicable to your use of the Evidence.com Services.If you become aware of any violation of this Agreement by an end user,you will Immediately terminate that end user's access to Your Content and the Evidence.com Services. 2. You Own Your Content.You control and own all right,title,and interest in and to Your Content and we obtain no rights to Your Content. You consent to our limited access to Your Content solely for the purpose of providing and supporting the Evidence.com Services to you and your end users.You represent that you own Your Content;and that none of Your Content or your end users'use of Your Content or the Evidence.com Services will violate this Agreement or applicable laws. 3. ,Evldence.com Data Security.We wil implement commercially reasonable and appropriate measures designed to secure Your Content against accidental or unlawful loss,access or disclosure.We 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 you upload,security education,risk management,and data protection.You are responsible for maintaining the security of your end user names and passwords and taking steps to maintain appropriate security and access by your end users to Your Content.Log-in t credentials are for your internal use only and you may not sell,transfer,or sublicense them to any other entity or person.You agree to be responsible for as activities undertaken by you,your employees,your contractors or agents,and your end users which result in unauthorized I access to your account or Your Content.Audit log tracking for the video data is an automatic feature of the Services which provides details as 1 to who accesses the video data and may be downloaded by you at any time. You will contact us immediately if you believe an unauthorized third party may be using your account or Your Content or if your account information is lost or stolen. 4. Our Support.We will make available to you updates as released by us to the Evidence.com Services.Updates may be provided electronically via the Internet.It is your responsibility to establish and maintain adequate access to the Internet In order to receive the updates. x We 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).You are responsible for maintaining the computer equipment and Internet connections necessary for your use of the Evidence.com Services. i ,, 5. Data Privacy.We will not disclose Your Content or any information about you except as compelled by a court or administrative body or I required by any law or regulation.We will give you notice if any disclosure request is received for Your Content so you may file an objection with the court or administrative body.You agree to allow us access to certain information from you in order to;(a)perform troubleshooting services for your account at your request or as part of our regular diagnostic screenings;(b)enforce our agreements or policiesovernin your 9 9 use of Evidence.com Services;or(c)perform analytic and diagnostic evaluations of the systems. 6. Data Storage.We will determine the locations of the data centers in which Your Content will be stored and accessible by your end users. n For United States customers,we will ensure that all of Your Content stored in the Evidence.com Services remains within the United States 1 s including any backup data,replication sites,and disaster recovery sites.You consent to the transfer of Your Content to third parties for the purpose of storage of Your Content.Third party subcontractors responsible for storage of Your Content are contracted by us for data storage services.Ownership of Your Content remains with you. 7. Fees and 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. You are responsible for paying al subscription fees and applicable taxes and duties for Evidence.com Services.Unless otherwise specified by us,all fees for Evldence.com Services are due and payable net 30 days for approved credit.Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff,deduction,or withholding.We reserve the right to charge additional fees for you exceeding your purchased storage amounts or for TASER's assistance in the downloading or exortin of Your Contentg, We may charge you interest at the rate of 1.5%per month(or the highest rate permitted by law,if less)on all late payments.If a delinquent account is sent to collections,you are responsible for di collection and attorneys'fees. 8. Suspension of Evidence.com Services.We may suspend your or any end user's right to access or use any portion or al of the Evidence.com Services immediately upon notice to you if we determine: y a. Your or an end user's use of or registration for the Evidence.com Services(I)poses a security risk to the Evidence.com Services or i' any third party,(I)may adversely impact the Evidence.com Services or the systems or content of any other customer,(iii)may subject us,our TM= EVHIEI10E.can Muter Minks Arnim! DspshcnefC Lest c{tandoea til Rehm.Oats: 11/25r2014 Page 1 of 8 `` t f TIR EVIDENC Escom Master Service Agreement PROTECT LIFE affiliates,or any third party to liability,or(iv)may be fraudulent; b. You are,or any end user Is,in breach of this Agreement,including if you are delinquent on your payment obligations for more than 30 days;or c. You have become the subject of any bankruptcy,reorganization,liquidation,dissolution,or similar proceeding. d. if we suspend your right to access or use any portion or all of the Evidence.com Services,you remain responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension.We will not delete any of Your Content on Evidence.com as a result of your suspension,except as specified elsewhere in this Agreement. 9. Term. a. Subscription Term.The start date of the Term of this Agreement will be determined based upon the shipment date of any hardware ordered as authorized by you In a signed Quote or purchase order and will remain in effect for the subscription Term agreed to In the Quote or purchase agreement together with any renewal Terms until terminated as provided in this Agreement If the hardware is shipped in the first half of a month,then the Term starts on the lit of the following month.If the hardware is shipped in the last half of a month,then the Term begins on the 15'of the following month.If no hardware is purchased,then the Term will begin on the first of the month following the Effective Date of the Agreement This Agreement automaticaly renews for additional successive Terms of one(1)year each after the completion of your Initial Term at the list prices then in effect,unless you give us written notice of cancellation sixty(60)days prior to the end of a Term. b. Free Trial Term.If you signed up for a free trial,you are granted a limited non-exclusive license to use the Evidence.com Services for the term of the free trial period("Trial Term').Upon the expiration of the Trial Term you must purchase the Evidence.com Services to continue to use the Evidence.com Services to access Your Content. c. Free EVIDENCE.com Lite Account.If you signed up for a free Evidence.com Lite account,you are granted a limited non-exclusive license to use the Evidence.com Lite Services. Your use of the Evidence.com Ute Services is not limited to a specific term and you may cancel your Evidence.com Ute account and download Your Content at any time.Evidence.com Ute allows users to manage their conducted electrical weapon(CEW)firing logs and TASER CAM data. 10. Termination. a. Termination for Convenience.We may terminate this Agreement for any reason by providing you 30 days advance notice.In the event that we terminate this Agreement under this Section we will issue you a refund of any prepaid amounts on a prorated basis. b. Termination for Cause. I. By Either Party.Either party may terminate this Agreement for cause upon 30 days advance 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 you terminate this Agreement under this Section and we failed to cure the material breach or default,we will issueou a refund of anyrepaid amounts on a prorated basis. yp II. By Aoencv. You are obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during your 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 you. You agree to deliver notice of termination under this Section 10(bXii)at least 90 days prior to the end of the then current fiscal year. c, Effect of Termination.Upon any termination of this Agreement(a)all your rights under this Agreement immediately terminate;(b) you remain responsible for all fees and charges you have incurred through the date of termination;and(c)Sections 2,5-7,11,12(except the licensegranted toyou in Section 12),13,and 15-19 will continue to apply in accordance with their terms. 11. Return of Your Content, a. During the Term.You can log into the Evidence.com Services to retrieve and manually download Your Content at any time during the Term. b. After Termination.We will not delete any of Your Content as a result of a termination during the 90 days following termination. During this 90-day period you may retrieve Your Content only if you have paid all amounts due(there will be no application functionality of the Evidence.com Services during this 90-day period other than the ability for you to retrieve Your Content).You wil•not incur any additional fees if you download Your Content from the Evidence.com Services during this 90-day period.We have no obligation to maintain or provide any of Your Content after the 90-day period and will thereafter,unless legally prohibited, delete all of Your Content stored in the Evidence.com Services.Upon request,we will provide written proof that all of Your Content has been successfully deleted and fully removed from the Evidence.com Services. c. Post-Termination Assistance.We will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.Requests that we provide additional assistance to you in downloading or transferring Your Content will result in additional fees from us and we will not warranty or guarantee data integrity or readability in the external system. 12. IP Rights.We or our licensors own and reserve all right,title,and interest in and to the Evidence.com Services and related software. ,y Subject to the terms of this Agreement,we grant you a limited,revocable,non-exclusive,non-sublicensable,non-transferrable license to • ail right,title,and interest in access and use the Evidence.com Services solely in accordance with this Agreement during the Term.We own ng and to the Evidence.com Services,including without limitation all intellectual Property Rights.If you or your end users provide any suggestions to us for enhancements or Improvements,we will own all right,title,and interest in and to the suggestions and have the right to use the Ulm EVIODICEAnte Moab.semi.AMtsrww.t Daprrtnirng t.sat vssnl.a: io Meese Data MOM Page 2 of 6 TAE Ft EVIDENCE.com Master Service Agreement P R A T !f C T LIFE suggestions without restriction,even If you or your end users have designated the suggestions as confidential.You irrevocably assign to us all right,tile,and Interest in and to the suggestions and agree to provide us any assistance we may require to document,perfect,and maintain our rights in the suggestions. 13. License Restrictions.Neither you nor any of your end users may use the Evldence.com Services In any manner or for any purpose other than as expressly permitted by this Agreement Neither you nor any of your end users may,or attempt to:(a)permit any third party to access the Evidence.com Services except as permitted In this A eement;(b)modify,alter,tamper with,repair,or otherwise create derivative works of any of the Evidence.com Senrices;(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.00m Services,or allow any 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;(i)remove,alter,or obscure any confidentiality or proprietary rights notices(inducing 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 0)use the Evidence.com Services to store or transmit infringing,libelous,or otherwise unlawful or tortious material,to store or transmit material in violation of third-party privacy rights,or to store or transmit malicious code.All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement,and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.During and after the Term,you will not assert,nor will you authorize,assist,or encourage any third party to assert,against us or any of our affiliates,customers,vendors,business partners,or licensors,any patent infringement or other intellectual property infringement daim regarding any Evidence.com Services you have used.You may only use our trademarks in accordance with the TASER Trademark Use Guidelines(located at www.TASER.com). 14. Third-Party Products and Services.No purchase of third-party products or services Is required to use the Evidence.com Services other than a computer and Internet access.Any acquisition by you of third-party products or services and any exchange of data between you and any third-party provider,is solely between you and the applicable third-party provider.We do not warrant or support third-party products or services,whether or not they are designated by us as"certified"or otherwise,except as specified in a Quote.If you install or enable Third- Party Appications for use with Evidence.com Services,you acknowledge that we may need to allow providers of those Third-Party Applications to access Your Content as required for the interoperation of the Third-Party Applications with the Evidence.com Services.We are not responsible for any disclosure,modification or deletion of Your Content resulting from any access by Third-Party Application providers. 15. Representations by You. You represent and warrant to us that:(a)you have been duly authorized by the laws of the applicable jurisdiction,and by a resolution of your governing body,if legally required,to execute and deliver this Agreement and to carry out your obligations under this Agreement;(b)all legal requirements have been met,and procedures have been followed,including public bidding,if legaly required,in order to ensure the enforceability of this Agreement;(c)if you are a government agency,that the Evidence.com Services will be used by you only for essential governmental or proprietary functions consistent with the scope of your authority and will not be used in a trade or business of any person or entity,by the federal government or for any personal,family or household use;and(d)if you are a government agency,you have funds available to pay until the end of its current appropriation period,and you intend to request funds to make payments in each appropriation period,from now until the end of the Term. 16. Our Warranty.We warrant that the Evidence.com Services(a)will perform materially In accordance with the Documentation,(b)will be performed in a timely and professional manner by qualified persons with the technical skills,training,and experience to perform the Evidence.com Services,and(c)w not Infringe or misappropriate any patent,copyright,trademark,or trade secret rights of any third party.All warranties or guarantees given or made by us with respect to the Evidence.com Services are solely for the benefit of you and your end users and are not transferable and are null and void if you breach any term or condition of this Agreement. THE EVIDENCE.COM SERVICES ARE PROVIDED"AS IS."WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHERWISE THAT THE EVIDENCE.COM SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED,ERROR FREE OR FREE OF HARMFUL COMPONENTS,OR THAT ANY CONTENT,INCLUDING YOUR CONTENT OR THE THIRD-PARTY CONTENT,WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED,OR THAT THE EVIDENCE.COM SERVICES WILL MEET YOUR REQUIREMENTS.EXCEPT AS PROVIDED IN THIS SECTION 16,TO THE EXTENT PROHIBITED BY LAW,WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES,INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,SATISFACTORY QUALITY,FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT,OR QUIET ENJOYMENT,AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE EVIDENCE.COM SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.YOU ARE SOLELY RESPONSIBLE FOR:(A)ALL DATA BEFORE IT IS UPLOADED TO THE EVIDENCE.COM SERVICES;(B)CONFIGURING AND SETTING UP ANY HARDWARE OR NETWORKS THAT YOU CONNECT TO THE EVIDENCE.COM SERVICES;(C)YOUR NETWORKS AND HOW THEY MAY INTERACT WITH THE HARDWARE,SOFTWARE,OR EVIDENCE.COM SERVICES;AND(D)ANY SECURITY SETTINGS YOU ESTABLISH TO INTERACT WITH OR ON THE EVIDENCE.COM SERVICES. WE DISCLAIM ANY WARRANTIES OR RESPONSIBILITY FOR DATA CORRUPTION OR ERRORS BEFORE THE DATA IS UPLOADED TO llder EVIL EIICE.am Manu service Amerind DePliftiot Lira Virden: U Itelseso Debs: swam Page 3 of 6 TAKER EVIDENCE.coni Master Service Agreement PROTECT LIFE THE EVIDENCE.COM SERVICES. 17. Indemnification and Hold Harmless.This Section states a party's sole liability to,and the party's exclusive remedy against,the other party for any type of claim spedfied below. a. Indemnification by Us.We will defend,Indemnify,and hold you harmless,and each of your respective employees,officers, directors,and representatives from and against any claims,damages,losses,habilities,costs,and expenses(including reasonable attorneys' fees)arising out of or rel:i ng to any:(a)acts or omissions of us or our subcontractors or anyone directly or incfirectiy employed by any of them or anyone for whose acts arising out of or related to this Agreement any of them may be liable,save and except for damage or injury caused solely by the negligence of you or your agents,officers,or employees;and(b)third-party claim alleging that the use of the Evidence.com Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party.You must provide us with prompt written notice of each such claim,tender to us the defense or settlement of each such claim at our expense,and cooperate fully with us in the defense or settlement of each such Balm.if we receive notice of an alleged infringement,or if your use of the Evidence.com Services will be prevented by permanent Injunction,we may,at our sole option and expense,procure for you the right to continue using the Evidence.com Services as provided in this Agreement,modify the Evidence.com Services so that it no longer infringes,replace the Evidence.com Services with other services of equal or superior functional capability,refund to you all amounts paid by you to us under this Agreement for the Evidence.com Services in the 1-year period immediately preceding the first event giving rise to the claim of infringement,or in the case of trademark Infringement,Instruct you to use an alternative trademark. We have no lability to you or any third party if any alleged infringement or claim of infringement is to any extent based upon:(a)any modification of the Evidence,c om Services by you or any third party not approved by us;(b)use of the Evidence.com Services in connection or hi combination with equipment,devices,or services not approved or recommended by us;(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 us as part of or in connection with the Evidence.com Services.Nothing in this Section will affect any warranties in favor of you that are otherwise provided in or arise out of this Agreement b. Hold Harmless by You.To the extent permitted by your jurisdiction's local law,you will hold harmless us,our affiliates and licensors,and each of their respective employees,officers,directors,and representatives from and against any Balms,damages,losses, liabilities,costs,and expenses(including reasonable attorneys'fees)arising out of or relating to any third-party claim concerning:(a)your or any of your end users'use of the Evidence.com Services(including any activities under your account and use by your employees and agents); (b)breach of this Agreement or violation of applicable law by you or any of your end users;(c)Your Content or the combination of Your Content with other applications,content or processes,induding any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use of Your Content(d)a dispute between you and any of your end users;or(e)a dispute between you and any third-party over your collection or use of Your Content You agree to maintain insurance coverage up to the amount allowed by State and local laws and regulations that would cover any claims,damages,losses,liabilities,costs,and expenses(including reasonable attorneys'fees) arising out of or related to any third-party claim in this section 17(b). 18. JJmltations of Liability.WE AND OUR AFFIUATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT,INDIRECT, INCIDENTAL,SPECIAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES(INCLUDING DAMAGES FOR LOSS OF PROFITS,GOODWILL, USE,OR DATA),EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.FURTHER,NEITHER WE NOR ANY OF OUR AFFIUATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION,REIMBURSEMENT,OR DAMAGES ARISING IN CONNECTION WITH:(A)YOUR INABILITY TO USE THE EVIDENCE.COM SERVICES,INCLUDING AS A RESULT OF ANY(I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE EVIDENCE.COM SERVICES,(ii)OUR DISCONTINUATION OF ANY OR ALL OF THE EVIDENCE.COM SERVICES,OR,(iii)WITHOUT LIMITING ANY OTHER OBLIGATIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE EVIDENCE.COM SERVICES FOR ANY REASON,INCLUDING ASA RESULT OF POWER OUTAGES,SYSTEM FAILURES OR OTHER INTERRUPTIONS;(B)THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;(C)ANY INVESTMENTS,EXPENDITURES,OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE EVIDENCE.COM SERVICES;OR(D)ANY UNAUTHORIZED ACCESS TO,ALTERATION OF,OR THE DELETION,DESTRUCTION,DAMAGE,LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.IN ANY CASE,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,OUR AND OUR AFFILIATES'AND LICENSORS'AGGREGATE UABIUTY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF$100,000 OR THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE EVIDENCE.COM SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. 19. Miscellaneous. a. Definitions. 1. "Evidence.com Services"means our web services for Evidence.com,the EVIDENCE.com site,EVIDENCE Sync software, EVIDENCE Mobile App,AXON®Mobile App,other software,maintenance,storage,and any other product or service provided by us under this Agreement This does not Include any Third-Party Applications,hardware warranties,or the my.evidence.com services. s' II. "Your Content"means software,data,text,audio,video,images or other content you or any of your end users(a)run on the Evidence.com Services,(b)cause to interface with the Evidence.com Services,or(c)upload to the Evidence.com Services rarer EVIDENCE.com M.NW.,Senrlw Agr......d OapsA.ee Lh•i V.rl.a: LO Rd.w Oahu IJrI'i!l�l� Page 4 of 6 ti "1""A�IER EVtDEN CE.com Master Service Agreement PROTECT t IF t under your account or otherwise transfer,process,use or store in connection with your account. ill. "Documentation"means the user guides,quick reference guides,and other technical and operations manuals and • specifications for the Evidence.com Services provided by us,as that documentation may be updated by us from time to time. Iv. "Confidential Information"means all nonpublic information disclosed by us,our affiliates,business partners or our 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.Confidential Information Includes: (a)nonpublic information relating to our or our affiliates or business partners'technology,customers,business plans, promotional and marketing activities,finances and other business affairs;(b)third-party information that we are obligated to keep confidential;and(c)the nature,content and existence of any discussions or negotiations between you and us or our affliates that is not subject to your public record laws.Confidential Information does not Include any information that:(I)is or becomes publicly available without breach of this Agreement;(iii can be shown by documentation to have been known to you at the time of your recut from us;(ill)is received from a third party who did not acquire or disclose the same by a wrongful or tortious act;or(iv)can be shown by documentation to have been independently developed by you without reference to the Confidential Information. v. "Policies"means any Service Level Agreement,the Trademark Use Guidelines,all restrictions described on the Evidence.com site,and any other policy or terms referenced in or incorporated into this Agreement.Policies do not include whitepapers or other marketing materials. b. Confidentiality.Any party may use the other pasty's Confidential Information only as permitted under this Agreement Except as re following the by applicable law or judicial order,you will not disclose our Confidential Information during the Term or at any time during the 5-year period qend of the Term.You will take at reasonable measures to avoid disclosure,dissemination or unauthorized use of our Confidential Information, c. Force Majeure.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. d. Independent Contractors.The parties are independent contractors,and neither party,nor any of their respective affiliates,is an agent of the other for any purpose or 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. e. 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. f. Non-discrimination and Equal Opportunity.During the performance of this Agreement,we agree that neither we nor our employees will discriminate against any person,whether employed by us or otherwise,on the basis of basis of race,color,religion,gender, age,national origin,handicap,marital status,or political affiliation or belief.In all solicitations or advertisements for employees,agents, subcontractors or others to be engaged by us or placed by or on behalf of us,we will state all qualified applicants will receive consideration for employment without regard to race,color,religion,gender,age,national origin,handicap,marital status,or political affiliation or belief. g. U.S.Government Rights.The Evidence.com Services are provided to the U.S.Government as"commercial items,""commercial computer software,""commercial computer software documentation,"aid"technical data"with the same rights and restrictions generally the Evidence.com Services.Iinconsistent you are 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 applicable i ncons' ent in anyrespect with federal law,you will immediately discontinue your use of the fist 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. h. 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,including the Export Administration Regulations,the International Traffic in Arms Regulations,and country-specific economic sanctions programs implemented by the U.S.Office of Foreign Assets Control.You are solely responsible for compliance related to the manner In which you choose to use the Evidence.com Services,including your transfer and P9 rocessin of Your Content,the provision of Your Content to end users,and the region in which any of the foregoing occur. I. Assignment.Neither party may assign or otherwise transfer this Agreement or any of Its rights and obligations under this Agreement without theprior written approval of the other party;except that we may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement without your consent(a)for financing purposes,(bj in connection with a merger,acquisition or sale of all or substantiaty all of our assets,(c)to as part of a corporate reorganization,or(d)to a subsidiary corporation.Subject to the foregoing,this Agreement will be binding upon,and inure to the benefit of the parties and their respective successors and assigns. jNo Waivers.The failure byeither party to enforce any provision of this Agreement will not constitute a present or future waiver of the • ion at a later time.Ali waivers byamust be in writing and sent in accordance with provision nor limit the party's right to enforce the prowls party this Agreement to be effective. k. 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.Any invalid or unenforceable portions will be Mb; £VWEMCt.m S,Mc.Agreement wr.r.rrart Wastes: 1.0 Rides.Patin 5r252014 Page 5 of 6 TBEFI EVIDENCE.co m Master Service Agreement PROTECT LP interpreted to effect and intent of the original portion.If such construction is not possible,the invalid or unenforceable portion will be severed from this Agreement but the rest of the Acjeement will remain in full force and effect. I. Governing Law;Venue.The laws of the state where you are physically located,without reference to conflict of law rules,govern this Agreement and any dispute of any sort that might arise between the parties.The United Nations Convention for the erna int Goods does not apply to this Agreement. international Sale of m. Litigation Costs.In the event of any legal action to enforce the provisions of this Agreement,the successful party in enforcing provision of this Agreement will be awarded that party's reasonable attorneys'fees and costs. any n. Notices.Ali communications and notices to be made or given pursuant to this Agreement must be in the English language. L To You.We may provide any notice to you under this Agreement by:(I)posting a notice on your specific agency EVIDENCE.com site;or(I)sending a message to the email address(es)then associated with your account.Notices we provide by posting on your EVIDENCE.com site will be effective upon posting and notices we provide by email will be effective when we send the email.You will be deemed to have received any email sent to the small address then associated with your account when we send the email,whether or not you actually receive the email. II. To Us.To give us notice under this Agreement,you must contact us:(i)by email transmission to evidencecxmbacts@taser,com;or(ii)by personal delivery,overnight courier or registered or certified mail to TASER International,Inc.,ATTN:Evidence Contracts,17800 N.8511 Street,Scottsdale,Arizona 85255.We may update the email or address for notices to us by posting a notice on your Evidence.com site,Notices provided by personal delivery will be effective immediately.Notices provided by email transmission or overnight courier will be effective one business day after they are sent Notices provided registered or certified mail will be effective 3 business days after they are sent. o. Entire Agreement.This Agreement,including the Policies and the Quote provided by TASER,is the entire agreement between you and TASER regarding the Evidence.com Services.This Agreement supersedes all prior or contemporaneous representations,understandings, agreements,or communications between you and TASER,whether written or verbal,regarding the subject matter of this Agreement.You agree that your purchases are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarcfing future functionally or features of the Evidence.com Services.We will not be bound by,and specifically object to,any term,condition or other provision which is different from or in addition to the provisions of this Agreement(whether or not it would materiallyalter this Agreement)and which is submitted byyou in anyorder,receipt,acceptance,� 1 p confirmation,correspondence or other document 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 we provide a translation of the English language version of this Agreement,the English language version of the Agreement will control If there is any conflict. p. Voluntary Agreement.This Agreement was negotiated and executed voluntarily and is not the result of duress,fraud,undue influence or any threat of any kind.All parties had the opportunity to read and consider this Agreement,to consult with counsel,and fully understand the Agreement. q. Time is of the Essence.Time is of the essence in connection with all matters and obligations pertaining to this Agreement. r. Counterparts.If this Agreement from requires the signatures of the parties,then this Agreement may be executed in any number of counterparts,each of which will be considered an original for all purposes,and ail of which,when taken together,constitute one and the same Agreement. [Document revised 6-25-2014] 'Protect Life'and Cb are trademarks of TASER International,Inc.,and TASER and AXON are registered tademarks of TASER International,hc.,registered In the U.S.Al!rights reserved®2014 TASER international,Inc. Tidos EVICENCE.cn.t WNW Simko Aot..m r i Darimmont L.p.$ Minim: Li Remo air. 0f2312014 Page 6 of 6