HomeMy WebLinkAboutTASER International - Body-Worn CamerasI 5-3Òg
DocuSign Envelope lD: 87 425277 -2F2A-4COS-A089_ACC2B7S9CSS5
TASER International
Prolecl Truth
17800 N 85rh sr.
Scottsdale, Arizona 85255
United States
Phone: (800) 978-2737
Fax:
Jerry Dyer
(559) 62 l-7000
5594985 I ó8
jerry.dyer@fresno.gov
Bill To:
Fresno Police Dept. - CA
2323 Mariposa Street
Fresno, CA 93721
US
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Quotation
Quote: Q-242t9-7
Date: 5/l l/2015 l0:54 AM
Quote Expiration: 5/3 l/201 5
Contract Start Date*: 6lll20l5
Contract Term: 5 years
Ship To:
Jerry Dyer
Fresno Police Dept. - CA
2323 Mariposa Street
Fresno, CA 93721
US
SALESPERSON PHONE EMAIL DI;LIV[,RY METHOD PAYMENT METHODChad Kapler 480-34 I -9539 ckapler(a)taser.com Fedex - Ground Net 90
*Note this will vary based on the shipment date ofthe product.
Year I -- Duc Nct l0
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNT (S)NET TOTAL
50 70026 EVIDENCE.COM DOCK, AXON SIX BAY USD
I,495.00
usD 74.750.00 USD O.OO usD 74,750.00
300 85t30 OFFICER SAFETY PLAN YEAR 1
PAYMENT
USD
r , I 88.00
usD 356,400.00 usD 159,999.00 usD l9ó,401.00
6,000 851l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
300 73030 CAMERA SYSTEM, AXON FLEX usD 599.00 usD I 79,700.00 usD t 3,537.40 usD 166,162.60
9 73030 CAMERA SYSTEM, AXON FLEX USD O.OO USD O.OO USD O.OO USD O.OO
50 70033 WALL MOT]NT BRACKET, ASSY,
EVIDENCE.COM DOCK
usD 35.00 usD 1,750.00 USD O.OO usD I,750.00
300 73009 COLLAR/VERSATILE/CAP MOUNT, FLEX usD 29.9s usD 8,985.00 USD O.OO usD 8.985.00
00 85130 OFFJCER SAFETY PLAN YEAR I
PAYMENT
USD
l. I 88.00
usD I t8,800.00 usD 89,519.00 usD 29,28t.00
2,000 851 t0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
7 87 I0l BASIC EVIDENCE.COM LICENSE: YEAR I
PAYMENT
usD 180.00 usD I,2ó0.00 USD O.OO usD 1,260,00
35 851 l0 EVIDENCE.COM INCLUDED STORAGE usD 0.00 USD O.OO USD O.OO USD O.OO
89t01 PROFESSIONAL EVIDENCE.COM
LICENSE: YEAR I PAYMENT
usD 468.00 usD 468.00 USD O.OO usD 468.00
5 8stt0 EVIDENCE.COM ]NCLUDED STORAGE USD O,OO USD O.OO USD O.OO USD O.OO
Page 1 of 5
DocuSign Envelope lD 87 425277 -2F2A-4C05-A089-ACC2B759CS5S
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DISCOUNT ($)NET TOTAI,
3 8tì r 0l STANDARD EVIDENCE.COM LICENSE:
YEAR I PAYMENT
usD 300.00 usD 900.00 USD O.OO usD 900.00
30 85il0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
0 73021 MULTI-MOUNTING OPTION KIT. FLEX usD 199.95 usD t.999.50 USD O.OO usD 1.999.50
400 I t003 HANDLE, YELLOW, CLASS III, X26P usD 899.9s usD 359,980.00 usD 3s9,980.00 USD O.OO
400 r t004 WARRANTY,4 \TAR, X26P usD 277.95 usD il1.180.00 usD 1t I,180.00 USD O.OO
400 22010 PPM, BATTERY PACK, STANDARD, X2l
x26P
usD s4.50 usD 21,800.00 usD 2 r,800.00 USD O OO
400 II-50t HOLSTER, BLACKHAìVVK, RIGHT, X26p usD 53.25 usD 21.300.00 usD 2l ,300.00 USD O.OO
Year I -- Due Net 30 Total Before Discounts:
Year I -- Due Net 30 Net Amount Due:
USD 1,259,272.50
usD 481,9s7.10
Ycar 2 duc April 20 l6
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNT ($)NET TOTAI,
300 85t31 OFFICER SAFETY PLAN YEAR 2
PAYMENT
USD
|,l 88.00
usD 356,400.00 USD O.OO usD 356,400.00
6,000 85il0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
00 85131 OFFICER SAFETY PLAN YEAR 2
PAYMENT
USD
I , r 88.00
usD I 18,800.00 USD O.OO usD I r8,800.00
2,000 8-5 t0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
7 87201 BASIC EVIDENCE.COM LICENSE: YEAR 2
PAYMENT
usD t80.00 usD 1,260.00 USD O.OO usD 1,260.00
35 8sl r0 EVIDENCE,COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
3 88201 STANDARD EVIDENCE.COM LICENSE:
YEAR 2 PAYMENT
usD 300.00 usD 900.00 USD O.OO usD 900.00
30 85 ll0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O,OO USD O.OO USD O,OO
I 8920 r PROFESS]ONAL EVIDENCE.COM
LICENSE: YEAR 2 PAYMENT
usD 468.00 usD 468.00 USD O.OO usD 468.00
l5 85 I l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
Year 2 due April 2016 Total Before Discounts:
Year 2 due April 2016 Net Amount Due:
usD 477.828.00
usD 477,828.00
Ycar 3 duc ApLil 2017
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNr (s)NET TOTAL
300 85t32 OFFICER SAFETY PLAN YEAR 3
PAYMENT
USD
I ,l 88.00
usD 356.400.00 USD O.OO usD 356,400.00
6,000 85tt0 EVIDENCE.COM INCLUDED STORAG E USD O.OO USD O OO USD O.OO USD O.OO
00 85t32 OFFICER SAFETY PLAN YEAR 3
PAYMENT
USD
I , I 88.00
usD I t 8,800.00 USD O,OO usD l r 8,800.00
2,000 85il0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
7 8730 I BASIC EVIDENCE.COM LICENSE: YEAR 3
PAYMENT
usD 180.00 usD 1,260.00 USD O.OO usD 1,260.00
35 85110 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
3 8830 I STANDARD EVIDENCE.COM LICENSE:
YEAR 3 PAYMENT
usD 300.00 usD 900.00 USD O.OO usD 900.00
Page 2 of 5
DocuSign Envelope lD: 87 42527 7 -2F2A-4C05-A089-ACC2B7S9C55S
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DISCOUNT ($)NET TOTAL
30 85il0 EVIDENCE.COM INCLUDED STORAGE USD O,OO USD O.OO USD O.OO USD O.OO
89301 PROFESSIONAL EVIDENCE.COM
LICENSE: YEAR 3 PAYMENT
usD 468.00 usD 468.00 USD O.OO usD 468.00
5 851 l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O,OO USD O.OO
Year 3 due April 201 7 Total Before Discounts:
Year 3 due April 2017 Net Amount Due:
usD 477.828.00
usD 477,828.00
Ycar 4 duc April 2018
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNT (s)NET TOTAL
300 85133 OFFICER SAFETY PLAN YEAR 4
PAYMENT
USD
I ,I 88.00
usD 356,400 00 USD O.OO usD 3s6.400.00
6 000 85 lr0 EVIDENCE.COM INCLUDED STORAGF USD O.OO USD O.OO USD O.OO USD O.OO
00 8-5 t3-1 OFFICER SAFETY PLAN YEAR4
PAYMENT
USD
I ,188.00
usD I 18,800.00 USD O,OO usD r 18,800.00
2 000 85 I l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O,OO USD O.OO USD O OO
7 8740 I BASIC EVIDENCE.COM LICENSE: YEAR 4
PAYMENT
usD 180.00 usD 1,260 00 USD O.OO usD 1,260.00
35 8_s I ì0 EVIDENCE,COM INCLUDED STORAGE USD O.OO usD 0.00 USD O.OO USD O.OO
3 88401 STANDARD EVJDENCE.COM LICENSE:
YEAR 4 PAYMENT
usD 300.00 usD 900 00 USD O.OO usD 900.00
l0 85ll0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O,OO
8940 I PROFESSIONAL EVIDENCE.COM
LICENSE: YEAR 4 PAYMENT
usD 468.00 usD 468.00 USD O.OO usD 468.00
5 851t0 EVIDENCE,COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O-OO
Year 4 due April 2018 Tofal Before Discounts:
Year 4 due April 2018 Net Amount Due:
usD 477,828.00
usD 477,828.00
Ycar 5 duc ApLil 20 l9
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNT ($)NET TOTAL
300 85t34 OFFICER SAFETY PLAN YEAR 5
PAYMF,NT
USD
I, r 88.00
usD 156,400.00 USD O.OO usD 356,400.00
6 000 851 t0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O,OO
100 85t34 OFFICER SAFETY PLAN YEAR 5
PAYMENT
USD
I ,I 88.00
usD I l 8.800.00 USD O.OO usD r r 8.800.00
2,000 85il0 EVIDENCE COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
l 8750 r BASIC EVIDENCE.COM LICENSE: YEAR 5
PAYMENT
usD 180.00 usD 1,260.00 USD O OO usD 1,260.00
35 851 l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO USD O.OO
3 88s0 r STANDARD EVIDENCE.COM LICENSE:
YEAR 5 PAYMENT
usD 300.00 usD 900.00 USD O.OO usD 900.00
30 85il0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O,OO USD O,OO USD O.OO
89501 PROFESSIONAL EVIDENCE COM
LICENSE: YEAR 5 PAYMENT
usD 468.00 usD 468.00 USD O.OO usD 468.00
Page 3 of 5
DocuSign Envelope lD: 87 425277 -2F24-4C0S-A089-ACC2B759CS5S
QTY ITEM #DESCRIPTION UNIT
PRICE
TOTAL BEFORE
DISCOUNT
DrscouNT ($)NET TOTAL
5 851l0 EVIDENCE.COM INCLUDED STORAGE USD O.OO USD O.OO USD O.OO usD 0,00
Year 5 due April 2019 Total Before Discountsl
Year 5 rlue April 2019 Net Amount Due:
usD 47?,828.00
usD 477.828.00
Subtotal
Estimated Shipping & Handting Cost
Estimated Tax
Grand Total
usD 2,393,269.10
usD 634.12
usD 195,76s.66
usD 2,589,668.88
Page 4 of 5
DocuSign Envelope lDi 87 425277 -2F24-4C0S-4089-ACC2B7S9CSS5
Complimentary Evidence.com Tier Upgrade Through 9/301201s
This quote contains a purchase ofeither the Basic or Standard Evidence.com license You will temporarily receive the featu¡es available with the professional
license for the Basic and Standard licenses purchased until September 30,2015. This is a free upgrade to your account so you can enjoy all the benefits ofour
mostfeature rich licensetier' ln October20l5 youwill beprompted to selectwhich usersyou would like to assign to each tier. This will have no impacton
uploaded data.
Offìcer Safety Plan Includes:
. Evidence coll Pro License. Upgrades to your purchased AXON cameras and Docks at years 2.5 and 5 under TAp. Extended warant¡es on AXON cameras and Docks lor the duration ofthe plan. Unlimited Stoege lor your AXON devices and data tiom tbe Evidence Mobile App
' One TAS ER CE\ry of you r choice with a 4 year extended waranty (5 years total of wa ranty coverage). One CEW holster and battery pack ofyour choice. 20 GB ofincluded storage for other digital media
Additionaltertnsapply PleaserefertotheEvidence,comMasterSeniceAgreenentforafulllistoftemsandconditionsfortheOfficerSafetyplan.
The existingcontractfor 100 Basic licenses, storage, andextendedwarranties ends on 8/31/2017, so thereare2T remainingmonths as of6/l/2015. The licenses,
storage, and warranties were prorated, and a credit of $89,518.61 has been applied to the first Off,rcer Safety plan (OSp) payment for the I 00 units. Uponexecutionofthisquote,thel00existingcameraswillbeconvertedtotheOsP,andanew5yearcontractwillcommencéforall 400unitseffective AtVzols,
ending on 5131 /2020. The 6l ll20l5 start date is estimated, and subject to cbange depending on the City's needs. A revised credit will be provided ifthe start dateof 6lI/2015 is modified.
Sworn to Safety discount of $ t 60,000 ($400 per unit for 400 units) discounted on the fi¡st Ofhcer Safety Plan payment, reflected in the tine of 300 units at a
discount of$533.33 per unit.
This quote also contains the renewal ofexisting 7 Basic,3 Standard, and I Professional license from existing contracts endìng on glll20l4 and, l0/14/2014.
Page 5 of 5
DocuSign Envelope lù B7 425277 -2F24-4C05-A089-ACC28759CS5S
TAsER lnternational, lnc.'s ("TASER") sales Terms and conditions
for Direct Sales to the City of Fresno (,,you" or,,City")
These Sales Terms and Conditions apply to your purchase of all TASER lnternational, lnc, ("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 quote, issuing a purchase order, or accepting delivery of the product or service, you accepi and arã
bound to these Sales Terms and Conditions. Any different or additional terms set forth by you, whether
in your purchase order or another communication, are expressly objected to and will noibe binding on
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 theproduct for a credit or a refund of the purchase price paid, less shipping and handling, and any
applicable restocking fees. Any product returned to TASER without prior auihorization from us will bó
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, *ô
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 appticantereturn 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 lnternational callers) for information on how to obtain an RMA
number. You must shíp the product to us within 5 days of the date that we issue the RMA number as
follows:o in the original product packaging, in as-new condition, along with any media, documentation,
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);o with the RMA number clearly marked on the outside of the return packaging;¡ with proof of purchase of the product (receipt, purchase order, or invoice); and. 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, lf 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 othenruise processed for
disposal or resale.
Quotes. A quotation is an offer to sell, is valid only for 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
associated with the transaction. You may accept a quotation by signing the quote, issuing a purchase
order, or other writing expressing your intention to be bound. Any terms, conditions or writing within
Page I of4
DocuSign Envelope lù 87 425277 -2F24-4C05-A089-ACC2BZS9CSS5
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. liyou
have not signed a quote lrom TASER, then your order is subject to cancellation by us, in our éole
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 you (if
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 cnarges; any sucn cfrargeiwill be added to the price or separately invoiced unless othenruise expressly iñdicated at the timã of
sale.
Payment Terms. lnvoices 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 credithas 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. lf we have reasonable grounds to believe thatyou will fail to comply with the payment terms or with the agreed credit terms, we are entiiled to
postpone or to refuse delivery of an order.
Taxes. Unless you provide us with a valid and correct tax exemption cerlificate applicable to your
purchase and ship{o location, you are responsible for sales and other taxes associated with your oider.
Shipping; Title; Risk of Loss. We reserve the right to make partial shipments and products may ship
from multiple locations. All shipments are E.X.W. via common carrier, unless othenruise specifieá, anà
title and risk of loss pass to you 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 all products and services
ordered by you as soon as reasonably practicable. ln 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 ã
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
TASER CEW products. You are responsible for understanding and verifying all local laws, regulations,
and restrictions.
Warranty Coverage. For TASER warranty provisions, warranty exclusions, release(s), and any
limitations of liability applicable to your purchase, please see the following agreements by and between
the City of Fresno and TASER, which shall control:
Page 2 of 4
DocuSign Envelope lDi 87 425277 -2F2A-4C05-A089-ACC2B7S9C5S5
. Evidence.com Master Services Agreement. Professional Services Agreement; and,. TASER AXON TAP Terms and Conditions.
Product Warnings. See our website at www.TASER,com for the most current product warnings,
Proprietary lnformation. You agree that we have and claim various proprietary rights in the hardware,
firmware, software, and the integration of ancillary materials, knowledge, and deéigns that constitute
our products 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. lf 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 unreasonábly
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 replaceany 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 inteñded to be
discharged or nullified.
Governing Law. The laws of the state where you are physically located, without reference to conflict
of law rules, govern these Sales Terms and Conditions and any dispute of any sort that might arise
between the parties. The United Nations Convention for the lnternational Sale of Goods does not apply
to these Sales Terms and Conditions.
ilt
ilt
ilt
Page 3 of 4
DocuSign Envelope lD: 87 425277 -2F24-4C05-4089-ACC2B759C5S5
TASER lnternational, lnc.,
a Delaware corporat¡on
Title: Executive Vice President, Global sales
Signature Date: 6/L2/207s
Title:General Counsel/Corporate Secretary
Address:
17800 N. 85th Street
Scottsdale, PZ85255
Attn: General Counsel
Email: legal@taser.com
Add resp¡çsNo poLrcE DEpARTMENT
MARtpôsa ñ/Àt I
PO BOX 1271
ATTEST:
YVONNE S
City Clerk
By:
APPROVED AS TO FORM:
Amanda B. Freeman
Deputy City Attorney
Deputy
Page 4 of 4
TASER lnternational Gity of Fresno,
a municipal corporation
By:By:
tlltUL Name:
Title:Title:
Signature Date:
Address:
17800 N. 85th Street
Scottsdale, M 85255
Attn: General Counsel
Email : legal@taser.com
ATTEST:
WONNE SPENCE, CMC
City Clerk
By:
Deputy
APPROVED AS TO FORM:
City Attorney's Office
By:
Amanda B. Freeman
Deputy City Attorney
Page 4 of 4
DocuSign Envelope lD: 87 425277 -2F2A-4C05-A089-ACC2B7S9C55S
Agreement between
TASER lnternational, lnc. ("TASER"), and the police Department of the city of
Fresno ("you" or "FPD")
Regarding Sales Terms and Conditions for the
Evidence.com and AXON flex Body Cameras and TASER Assurance Plan
These Sales Terms and Conditions
("Terms") apply to your purchase of the
TASER@ Evidence.com Dock, AXON
flexrM camera/AXON body camera, related
accessories, and the TASER Assurance
Plan ("TAP"¡.1 The products and TAP are
expressly subject to and conditioned upon
the Terms set forth below. By signing a
quote, issuing a purchase order, or
accepting delivery of the products, you
accept and are bound to these Terms. Any
different or additional terms set forth by
you, whether in a purchase order or
another communication, are expressly
objected to and will not be binding on
TASER.
TASER Assurance Plan ("TAP"). TAP
may be purchased as part of the Ultimate
Evidence.com License ("Ultimate License")
tier, or on a standalone basis. lf TAP is
purchased on a standalone basis, TAP's
purchase price does not include any initial
hardware, software and the Evidence.com
services must be purchased separately.
TAP provides you with hardware extended
warranty coverage, Spare Products (for
AXON cameras), and Upgrade Models at
the end of the TAP Term. TAP only applies
to the AXON flex camera and controller,
AXON body camera, or Evidence.com
Dock, depending on the plan purchased.
TAP does not apply to software or seryices
offered for, by, oñ, or through the
l These terms apply when you purchase TAP as a
stand-alone service for AXON camera products or
Evidence.com Docks or as part of the Ultimate
License. The Ultimate License does not include
TAP coverage for Evidence.com docks.
TASER.com
websites.
or Evidence.com
To qualify to purchase TAP, you must
either purchase Ultimate Licenses fora 3-year term or purchase
Evidence.com services for at least 3
years on a standalone basis.
You may not buy more than one TAPfor any one AXON camera/
Evidence.com Dock product. TAP
must be purchased for all AXON
cameras/ Evidence.com Docks
purchased by your agency after your
agency elects to participate in TAP.
TAP Warranty Coverage. See
TASER's current Hardware Warranty,
Limitations and Re/ease for Law
Enforcement CEW Products and On-
Officer Cameras at www.TASER.com
("Hardware Warranty"). TAP includesthe extended warranty coverage
described in the current Hardware
Warranty. TAP for the AXON camera
products also includes free replacement
of the AXON flex controller battery and
AXON body battery during the TAP
Term.2 TAP warranty coverage starts at
the beginning of the TAP Term and
continues as long as you continue to pay
the required annual fees for TAP. You
may not have both an optional extended
warranty and TAP on the AXON
2 Applies to replacement for batteries
which fail to function for any reason not
excluded by the Hardware Warranty.
DocuSign Envelope lD: 87 425277 -2F24-4C05-4089-ACC2B7S9CS55
camera/Evidence.com Dock product.
SPARE AXON cameras. For TAP for
AXON camera products, TASER will
provide a predetermined number of spare
AXON cameras (and controllers if
applicable) (collectively the "Spare
Products") to you to keep at your agency
location to replace broken or non-
functioning units in order to improve the
availability of the units to officers in the
field. You must return to TASER, through
TASER's RMA process, any broken or
non-functioning units for which a Spare
Product is utilized, and TASER will repair
or replace the non-functioning unit with a
replacement product. TASER warrants it
will repair or replace the unit which fails to
function for any reason not excluded by
the TAP warranty coverage, during the
TAP Term with the same product or a like
product, at TASER's sole option. You
may not buy a new TAP for the
replacement product or the Spare
Product.
Within 30 days of the end of the TAP Term
you must return to TASER all Spare
Products. You will be invoiced for and are
obligated to pay to TASER the MSRP then
in effect for all Spare Products not returned
to TASER. lf all the Spare Products are
returned to TASER, then TASER will
refresh your allotted number of Spare
Products with Upgrade Models if you
purchase a new TAP for the Upgrade
Models.
TAP Upgrade Models. Upgrade Models
to be provided as follows during and/or
after the TAP Term: (i) after 3 years if you
purchased 3 years of Evidence.com
services/Ultimate Licenses and all TAP
payments are made; or (ii) once after 2.5
purchased 5 years of Evidence.com Models. TASER will upgrade the
services/Ultimate Licenses and madeall TAP payments. Any products
replaced within the six months prior tothe scheduled upgrade will be
deemed the Upgrade Model. Thirty
days after you receive the Upgrade
Models, you must return the products
to TASER or TASER will deactivate
the serial numbers for the products for
which you received Upgrade Models
unless you purchase additional
Evidence.com licenses for the AXON
camera products you are keeping.
You may buy a new TAP for any
Upgraded Model.
TAP AXON Camera Upgrade Models.
lf you purchased TAP as a stand-
alone service, then TASER will
upgrade the AXON camera (and
controller if applicable), free of
charge, with a new on-officer video
camera that is the same product or a
like product, at TASER's sole option.
TASER makes no guarantee that the
Upgrade Model will utilize the same
accessories or Evidence.com Dock. lf
you would like to change product
models for the Upgrade Model, then
you must pay the price difference in
effect at the time of the upgrade
between the MSRP for the offered
Upgrade Model and the MSRP for the
model you desire to acquire. No
refund will be provided if the MSRP of
the new model is less than the MSRP
of the offered Upgrade Model.
lf you purchased Ultimate License,
then TASER will upgrade the AXON
camera (and controller if applicable),
free of charge, with a new on-officer
video camera of your choice.
DocuSign Envelope lD: 87 425277 -2F2A-4C05-A089-ACC28759C555
Evidence.com Dock free of charge, with a
new Evidence.com Dock with the same
number of bays that is the same product or1.
a like product, at TASER's sole option. lfz. You will be responsible for payment of
you would like to change product models any missed payments due to the
for the Upgrade Model or add additional termination before being allowed to
bays, then you must pay the price purchase any future TAP.
difference in effect at the time of the
upgrade between the MSRP for the offered
Upgrade Model and the MSRP for the
model you desire to acquire. No refund will
be provided if the MSRP of the new model
is less than the MSRP of the offered
Upgrade Model.
TAP Term. The TAP Term start date is
based upon the shipment date of the
hardware covered under TAP. lf the
shipment of the hardware occurred in the
first half of the month, then the Term starts
on the 1st of the following month. lf the
shipment of the hardware occurred in the
second half of the month, then the Term
starts on the 15th of the following month.
TAP Termination. lf an invoice for TAP is
more than 30 days past due or your
agency defaults on its payments for the
Evidence.com services then TASER may
terminate TAP and alloutstanding AXON
product related TAPs with your agency.
TASER will provide notification to you that
TAP coverage is terminated. Once TAP
coverage is terminated, then:
1. TAP coverage will terminate as of the
date of termination and no refunds will
be given.
2. TASER will not and has no obligation
to provide the free Upgrade Models.
3. You will be invoiced for and are
obligated to pay to TASER the MSRP
then in effect for all Spare Products
provided to you under TAP. lf the
Spare Products are returned within 30
days of the Spare Product invoice
date, credit will be issued and applied
against the Spare Product
invoice.
TAP Payment Terms. TAP may only
be purchased at the point of sale.
TASER will separately invoice you on
an annual basis for the cost of TAP
and you are responsible for payment
within 30 days of the invoice (even if
TASER does not receive an annual
purchase order from you prior to
issuing the invoice). The payment
due date is based upon the Term start
date. lf multiple purchases of AXON
camera products/Evidence.com Dock
have been made, each purchase may
have a separate TAP payment due
date. Payment will be considered
past due if not paid in full or if not
received within 30 days of the invoice
date. ln the event of the City of
Fresno's non-appropriation of funds
sufficient to meet its obligations
hereunder during any fiscal year of
this Agreement, the City of Fresno
may terminate this Agreement.
Sales Terms. TASER's current Sales
Terms and Conditions for Direct Sales
to End User Purchasers, as agreed
upon by TASER and the City of
Fresno, are also applicable to your
purchase.
No Assignment. You may not assign
the TAP or any related order and you
may not delegate your duties under
these Terms without TASER's prior
written consent, which will not be
unreasonably withheld.
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Entire Agreement. These Terms, along camera/Evidence.com Dock productswith the quote, sales order and TAP. These Terms supersede
acknowledgement, Sales Terms and and replace any prior agreement or
Conditions for Direct Sales to End User understanding between the parties,
Purchasers as agreed upon by TASER including any oral representations
and the City of Fresno, and the applicable concerning the subject matter of this
product warranty, license and service agreement.
agreements as agreed upon by the City of
Fresno and TASER, constitute the entire lnsurance. See Exhibit A, lnsurance
agreement between the parties for the Requirements.purchase of the AXON
ilt
ilt
ilt
DocuSign Envelope lD: B7 425277 -2F24-4C05-4089-ACC28759C5S5
TASER lnternational, lnc.,
a Delaware corporat¡on
Executive Vice President, Global Sales
Signature Date; 6 ¡ 12 ¡ 2s75
Address:
17800 N.85th Street
Scottsdale, AZ 85255
Attn: General Counsel
Email: legal@taser.com
.fifäftl.ff.'Ðoug Klint
Title: General Counsel/Corporate Secretary
Addresç*ESNo poLrcE DEpARTMENT
MARIPOSA MALL
PO BOX 1271
FRESNO, CA 93716.1271
ATTEST:
YVONNE
City Clerk
SPÈNCE, CMC
By:é: l.¿'zcç
APPROVED AS TO FORM:
nda B. Freeman
City of Fresno,
TASER lnternational, lnc.,City of Fresno,
a a municipal corporation
By:By:
me: Q¡,rP GlJpg\L snG-ç Name:
Title:
Signature Date:
Address:
ôrffufi Q¿¡¿d-r"1 ATTEST:
WONNE SPENCE, CMC
City Clerk
17800 N. 85th Street
Scottsdale, M- 85255
Attn: General Counsel
Email : legal@taser.com By:
Deputy
APPROVED AS TO FORM:
City Attomey's Office
By:
Amanda B. Freeman
Deputy CÍty Attorney
DocuSign Envelope lD: 87 425277 -2F2A-4C05-4089-ACC28759C555
Exhibit A
INSURANCE REQUIREMENTS
TASER Service Agreement between Gity of Fresno ("C|TY")
and TASER lnternational ("TASER")
Proiect: Axon Cameras Sales Terms and Conditions
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of lnsurance Services Office (lSO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your
business operations. The Commercial General Liability policy shall be written on an
occurrence form and shall provide coverage for "bodily injury," "propefty damage" and
"personal and advertising injury" with coverage for premises and operations (including
the use of owned and non-owned equipment), products and completed operations, and
contractual liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under "Minimum Limits of
lnsurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy shall be
written on an occurrence form and shall provide coverage for all owned, hired, and non-
owned automobiles or other licensed vehicles (Code 1- Any Auto). lf personal
automobile coverage is used, the CITY, its officers, officials, employees, agents and
volunteers are to be listed as additional insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability lnsurance.
MINIMUM LIMITS OF INSURANCE
TASER, or any party with which TASER subcontracts, shall maintain limits of liability of
not less than those set forth below. However, insurance limits available to CITY, its
officers, officials, employees, agents and volunteers as additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
1. COMMECIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(ii¡) $2,000,000 aggregate for products and completed operations; and,(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
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2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than:
(i) $100,000 per person;(ii) $300,000 per accident for bodily injury; and,(iii) $50,000 per accident for property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
ln the event TASER purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and afford no
less coverage than the primary insurance policy(ies). ln addition, such Umbrella or
Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for
the benefit of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
TASER shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and TASER shall also be responsible for payment of any self-
insured retentions. Any deductibles or self-insured retentions must be declared to on the
Certificate of lnsurance, and approved by, the CITY'S Risk Manager or his/her designee.
At the option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects CITY, its officers, officials, employees, agents and volunteers; or(ii) TASER shall provide a financial guarantee, satisfactory to CITY'S Risk Manager
or his/her designee, guaranteeing payment of losses and related investigations, claim
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administration and defense expenses. At no time shall CITY be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be
covered as additional insureds. TASER shall establish additional insured status for the
City and for all ongoing and completed operations by use of ISO Form CG 20 1011 85
or both CG 20 10 10 01 and CG 20 37 10 01 or by an executed manuscript insurance
company endorsement providing additional insured status as broad as that contained in
ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of
protection afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and coverage
shall be available to the Additional lnsured.
3. For any claims relating to this Agreement, TASER'S insurance coverage
shall be primary insurance with respect to the CITY, its officers, officials, employees,
agents and volunteers. Any insurance or self-insurance maintained by the CITY, its
officers, officials, employees, agents and volunteers shall be excess of TASER'S
insurance and shall not contribute with it. TASER shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript
insurance company endorsement that provides primary and non-contributory status as
broad as that contained in ISO Form CG 20 01 0413.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain,
the following provision: TASER and its insurer shall waive any right of subrogation
against CITY, its officers, officials, employees, agents and volunteers.
The Cvber Liabilitv insurance shall cover claims involving privacy violations, information
theft, damage to or destruction of electronic information, intentional and/or unintentional
release of private information (including credit monitoring costs), alteration of electronic
information, extortion and network security. Such coverage is required only if any
products and/or services related to information technology (including hardware and/or
software) are provided to lnsured and for claims involving any professional services for
which TASER is engaged with the City for such length of time as necessary to cover any
and all claims
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty
(30) calendar days written notice by certified mail, return receipt requested, has been
given to CITY. TASER is also responsible for providing written notice to the CITY under
the same terms and conditions, Upon issuance by the insurer, broker, or agent of a
notice of cancellation, non-renewal, or reduction in coverage or in limits, TASER shall
furnish CITY with a new certificate and applicable endorsements for such policy(ies). ln
the event any policy is due to expire during the work to be performed for CITY, TASER
DocuSign Envelope lù B7 425277 -2F24-4C05-A089-4CC28759C555
shall provide a new certificate, and applicable endorsements, evidencing renewal of such
policy not less than fifteen (15) calendardays priorto the expiration date of the expiring
policy.
MAINTENANCE AND VERIFICATION OF COVERAGE
TASER guarantees it will maintain coverage at the levels specified herein for five years
after the termination of the Agreement. ln the event that TASER's insurance coverage
is terminated for any reason prior to five years after the Agreement terminates, TASER
guarantees it will maintain a tail providing insurance coverage at the levels specified
herein for that same period.
TASER shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or hisiher designee prior to CITY'S
execution of the Agreement and before work commences. All non-lSO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of CITY, TASER shall immediately furnish City with a complete
copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the unden¡vriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
DocuSign Envelope lDi 87 425277 -2F24-4C05-4089-4CC28759C555
Evidence.com Master Seru¡ce Agreement
between Taser lnternational, lnc., a Delaware corporation, and
the City of Fresno, a municipal corporation
TASER lnternational, lnc. ('TASER," "us," or "we") and the Police Department of the
I Access Riqhts. Upon the purchase or granting of a subscription from TASER and
your opening of an Evidence.com account you will have access and use of the Evidence.com
Services for the storage and management of and Your Content during the subscription term
("Term"). This is not a data sharing agreement. We do not continuously audit, inspect, or
monitor individual agency content or Your Content. You are not intending to waive or
diminish any privacy interests by your use of the Evidence.com Services. The Evidence.com
Services and data storage are subject to usage limits, including, for example, the quantities
specified in quotes, order forms and purchase orders. Unless othenruise specified, (a) a
quantity in a quote, order form or purchase order refers to end users, and the Evidence.com
Service may not be accessed by more than that number of end users, and (b) an end user
identification may be reassigned to a new individual replacing one who no longer requires
ongoing use of the Evidence.com Service, 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. lf 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 are solely responsible for the
uploading, sharing, withdrawal, management and deletion of 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 Evidence.com Data Securitv. We will implement commercially reasonable and
appropriate measures designed to secure Your Content against accidental or unlawful loss,
access or disclosure. We will maintain a comprehensive lnformation Security Program ("lSP")
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
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 all activities undertaken by you,
your employees, your contractors or agents, and your end users which result in unauthorized
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 to who accesses the video data and may be
downloaded by you at any time. You will contact us immediately if you believe an
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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 lnternet. lt is your
responsibility to establish and maintain adequate access to the lnternet in order to receive
the updates. 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 lnternet connections necessary for your use of the
Evidence.com Services.
5 Data Privacv. We will not disclose Your Content or any information about you except
as compelled by a court or administrative body or 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
policies governing your use of Evidence.com Services; or (c) perform analytic and diagnostic
evaluations of the systems.
6 Data Storaqe. We will determine the locations of the data centers in which Your
Content will be stored and accessible by your end users. For United States customers, we
will ensure that all of Your Content stored in the Evidence.com Services remains within the
United States 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 Pavment. 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; except in the case of the Public Agency Optional Licenses described in Section
8.1. Additional end user accounts will terminate on the same date as the pre-existing
subscriptions. You are responsible for paying all subscription fees and applicable taxes and
duties for Evidence.com Services. Unless othenvise specified by us, all fees for
Evidence.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 exporting of Your Content. We may charge you interest at
the rate of 1.5o/o per month (or the highest rate permitted by law, if less) on all late payments.
lf a delinquent account is sent to collections, you are responsible for all collection and
attorneys'fees.
Page 2 of 16
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I Optional Subscription License Tiers. This Section 8 applies to the optional
subscription licenses listed below. You may elect to be billed upfront or annually for these
optional subscription licenses, and that election will be reflected on your quote. The optional
subscription license prices do not include the purchase price of any hardware or data storage
of other data files generated from non-Axon cameras or the Evidence Mobile App. lf the
optional subscription license is terminated early, no refunds or credits will be given. This
Section 8 does not apply if you do not purchase any of the Optional Subscription License
Tiers.
8.1 Public Agency Optional Licenses. Each of the optional subscription licenses
in this Section 8.1 must be purchased at the point of sale of the hardware. Any hardware
provided under the optional subscription licenses is subject to TASER's current Hardware
Warranty, Limitations and Release for Law Enforcement CEW Products and On-Officer
C a m e ra s avai lable at https ://www.taser. com/legal.
8.1.1 Evidence.com Ultimate License. Each Evidence.com Ultimate License
includes the benefits of the Evidence.com Pro License, 20 GB of storage, and TAP for the
Axon camera.
8.1.2 Evidence.com Unlimited License. Each Evidence.com Unlimited License
includes the benefits of the Evidence,com Ultimate License and unlimited data storage for
Axon camera and Evidence Mobile generated data in the Evidence.com Services. You must
implement a data retention schedule in the Evidence.com Services for the management of
Your Content stored in the Evidence.com Services to qualify for the Evidence.com Unlimited
License. We reserve the right, in our sole discretion, to place any data stored in your
Evidence.com accounts and not viewed or accessed for 6 months into archival storage. Data
stored in archival storage will not have immediate availability and may take up to 24 hours to
access. The Evidence.com Unlimited License must be purchased for a 3- or S-year term.Ll.3 Officer Safety Plan. The Officer Safety Plan includes all the benefits of
the Evidence.com Unlimited License, TAP for the Evidence.com Dock, one TASER brand
conducted electrical weapon (CEW) with a -year extended warranty, one CEW battery, and
one CEW holster of your choice. At any time during the Officer Safety Plan term you may
choose to receive the CEW, battery and holster by providing a $0 purchase order (orders
may take 4-6 weeks to process). At the time you elect to receive the CEW, you may choose
from any CEW model currently offered by us. The Officer Safety Plan must be purchased for
a S-year term. lf the Officer Safety Plan is terminated before the end of the term and you did
not receive your CEW, battery and holster then we will not and have no obligation to provide
these items or a credit under the Officer Safety Plan. lf the Officer Safety Plan is terminated
before the end of the term and after you receive your CEW, battery and holster then then: (a)
you will be invoiced for the remainder of the MSRP for the CEW, battery, and holster not
already paid as part of the Officer Safety Plan before the termination date; or (b) only in the
case of termination for non-appropriations, return the CEW, battery and holster to us within
30 days of the date of termination.8.2 Prosecutor Licenses. Each Prosecutor Standard License and Prosecutor
Professional License includes unlimited data storage for data shared through the
Evidence.com Services. You must implement a data retention schedule for the storage of
relevant evidence and case related data in the Evidence.com Services for the managementof Your Content stored in the Evidence.com Services to qualify for
the Evidence.com Prosecutor Standard License or Prosecutor Professional License. We
Page 3 of 16
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reserve the right, in our sole discretion, to place any data stored in your Evidence.com
accounts and not viewed or accessed for 6 months into archival storage. Data stored in
archival storage will not have immediate availability and may take up to 24 hours to access.
I Suspension of Evidence.com Services. We may suspend your or any end user's
right to access or use any portion or all of the Evidence.com Services immediately upon
notice to you if we determine:9.1 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 any third party, (ii) may adversely
impact the Evidence.com Services or the systems or content of any other customer, (iii) may
subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;9.2 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; or9.3 You have become the subject of any bankruptcy, reorganization, liquidation,
dissolution, or similar proceeding.9.4 lf 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.
10 Term.
10.1 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. lf the hardware is shipped in the first half of a month, then the
Term starts on the 1't of the following month. lf the hardware is shipped in the last half of a
month, then the Term begins on the 15th of the following month. lf no hardware is purchased,
then the Term will begin on the first of the month following the invoice date of the initial
invoice containing the licenses. This Agreement automatically 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.
10.2 Free Trial Term. lf 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.
10.3 Free EVlDENCE.com Lite Account. lf 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 Lite Services is not limited to a specific term and
you may cancel your Evidence,com Lite account and download Your Content at any time.
Evidence.com Lite allows users to manage their conducted electrical weapon (CEW) firing
logs and TASER CAM data.
Page4of16
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11 Termination.
11.1 Termination for Cause.
11.1.18v Either Partv. 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. ln the event that you terminate this Agreement
under this Section and we failed to cure the material breach or default, we will issue you a
refund of any prepaid amounts on a prorated basis.
11.',.2 Bv Aoency. 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. ln the event that sufficient funds will not be appropriated or are not
othen¡vise 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
(11.1.2) at least 90 days prior to the end of the then current fiscal year.
11.2 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) Sections2,S-7,12,
13 (except the license granted to you in Section 13), 14, and 16-19 will continue to apply in
accordance with their terms.
12 Return of Your Content.
12.1 During the Term. You can log into the Evidence.com Services to retrieve and
manually download Your Content at any time during the Term.
12.2 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 will 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.
12.3 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.
13 lP Riqhts. We or our licensors own and reserve all right, title, and interest in and to
the Evidence.com Services and related software. Subject to the terms of this Agreement, we
grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to
access and use the Evidence.com Services solely in accordance with this Agreement during
the Term. We own all right, title, and interest in and to the Evidence.com Services, including
without limitation all lntellectual Property Rights. lf you or your end users provide any
suggestions to us for enhancements or improvements, we will own all right, title, and interest
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in and to the suggestions and have the right to use the suggestions without restriction, even if
you or your end users have designated the suggestions as confidential. You irrevocably
assign to us all right, title, 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.
14 License Restrictions. Neither you nor any of your end users may use the
Evidence.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 Agreement; (b)
modify, alter, tamper with, repair, or othenryise create derivative works of any of the
Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com
Services or apply any other process or procedure to derive the source code of any software
included in the Evidence.com Services, or 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 (including copyright and trademark notices) of ours or our licensors
on or within the Evidence.com Services or any copies of the Evidence.com Services; or (¡)
use the Evidence.com Services to store or transmit infringing, libelous, or othenryise 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 claim 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).
15 Third-Partv Products and Services. No purchase of third-party products or services
is required to use the Evidence.com Services other than a computer and lnternet access.
Any acquisition by you of third-party products or services and any exchange of data or Your
Content between you and any third-party provider, is solely between you and the applicable
third-party provider; including any fees necessary to obtain or use the third-party products or
services. We are not responsible for examining or evaluating the content or accuracy of third-
party products or services and we do not warrant and will not have any liability or
responsibility for any third-party products or services, or for any other materials, products, or
services of third parties. lf you install or enable Third-Party Applications 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
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disclosure, modification or deletion of Your Content resulting from any access by Third-Party
Application providers.
16 Representations bv 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 legally 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; (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; and (e) you are responsible
for (i) 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), (ii) breach of this
Agreement or violation of applicable law by you or any of your end users, (iii) Your Content or
the combination of Your Content with other applications, content or processes, including any
claim involving alleged infringement or misappropriation of third-party rights by Your Content
or by the use of Your Content, (iv) a dispute between you and any of your end users, and (v)
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 16.
17 Our Warrantv, 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) will 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 17,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
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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 lS lN 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 the Evidence.com Services.18 lndemnification bv Us. To the furthest extent allowed by law, TASER shall indemnify,
hold harmless and defend the City of Fresno and each of its officers, officials, employees,
agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and
damages (whether in contract, tort or strict liability, including but not limited to personal injury,
death at any time and property damage), and from any and all claims, demands and actions
in law or equity (including reasonable attorney's fees and litigation expenses) that arise out
of, pertain to, or relate to the negligence, recklessness or willful misconduct of TASER, its
principals, officers, employees, agents or volunteers in the performance of this Agreement.
lf TASER should subcontract all or any portion of the services to be performed under
this Agreement, CONSULTANT shall require each subcontractor to indemnify, hold harmless
and defend CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of the preceding paragraph.
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 claim. lf 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 Seruices 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 liability to you or any third party if any alleged
infringement or claim of infringement is to any extent based upont (a) any modification of the
Evidence.com Services by you or any third party not approved by us; (b) use of the
Evidence.com Services in connection or in 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 othen¡vise provided in or arise out of this Agreement.
This section shall survive termination or expiration of this Agreement.
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19 Miscellaneous.
19.1 Definitions.
19.1.1 "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.
19.1.z"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
under your account or othenruise transfer, process, use or store in connection with your
account.
l9.l.3 "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.
19.1.4 "Confidential lnformation" 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 lnformation 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 affiliates that is not subject to your
public record laws. Confidential lnformation does not include any information that: (i) is or
becomes publicly available without breach of this Agreement; (ii) can be shown by
documentation to have been known to you at the time of your receipt from us; (iii) 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 lnformation.
19.1.5"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.
19.2 Confidentiality. Any party may use the other party's Confidential lnformation
only as permitted under this Agreement. Except as required by applicable law or judicial
order, you will not disclose our Confidential lnformation during the Term or at any time during
the S-year period following the end of the Term. You will take all reasonable measures to
avoid disclosure, dissemination or unauthorized use of our Confidential lnformation.
19.3 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.
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19.4 lndependent 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.
19.5 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.
19.6 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 othenruise, on the basis of basis of race, color, religion, gender,
age, national origin, handicap, marital status, or political affiliation or belief. ln 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.
19.7 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," and "technical data" with the same rights and restrictions
generally applicable to the Evidence.com Services. lf 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 inconsistent in any respect with federal law, you will immediately
discontinue your use of the Evidence.com Services. The terms "commercial item,"
"commercial computer software," "commercial computer software documentation," and
"technical data" are defined in the Federal Acquisition Regulation and the Defense Federal
Acquisition Regulation Supplement.
19.8 lmport and Export Compliance. ln 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 lnternational 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
processing of Your Content, the provision of Your Content to end users, and the region in
which any of the foregoing occur.
19.9 Assignment. Neither party may assign or othenruise transfer this Agreement or
any of its rights and obligations under this Agreement without the prior 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,
(b) in connection with a merger, acquisition or sale of all or substantially 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.
19.10 No Waivers. The failure by either party to enforce any provision of this
Agreement will not constitute a present or future waiver of the provision nor limit the party's
right to enforce the provision at a later time. All waivers by a party must be in writing and sent
in accordance with this Agreement to be effective.
19.1', Severability. This Agreement is contractual and not a mere recital. lf any
portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this
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Agreement will remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect and ¡ntent of the original portion. lf 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.
19.12 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
lnternational Sale of Goods does not apply to this Agreement.
19.13 Litigation Costs. ln 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 taxable costs.
19.14 Notices. All communications and notices to be made or given pursuant to this
Agreement must be in the English language.19.14.', To You. We may provide any notice to you under this Agreementby: (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 email address then associated with your account only
when we have confirmation from you that you have receivedthe email19.14.2 To Us. To give us notice under this Agreement, you must contact
us: (i) by email transmission to evidencecontracts@taser.com; or (ii) by personal delivery,
overnight courier or registered or certified mail to TASER lnternational, lnc., ATTN: Evidence
Contracts, 17800 N. 85th 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.
19.15 Entire Agreement. This Agreement, including the Exhibits, Policies and the
quote provided by TASER, comprise 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 regarding future functionality 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 materially alter
this Agreement) and which is submitted by you in any order, receipt, acceptance,
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. lf 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.
19.16 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.
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19.17 Time is of the Essence. Time is of the essence in connection with all matters
and obligations pertaining to this Agreement.
19.18 Gounterparts. lf this Agreement form requires the signatures of the parties,
then this Agreement may be executed in multiple counterparts, each of which is considered
an original. The counterparts of this Agreement may be executed and delivered by facsimile
or other electronic signature by any of the parties to any other party and the receiving party
may rely on the receipt of the document as if the original had been received.
19.19 lnsurance. See Exhibit A, lnsurance Requirements.
19.20 Non-standard. Both parties acknowledge that this agreement differs from the
standard documents set forth by TASER as the Evidence.com Master Service Agreement,
and that this agreement is the governing document regarding these matters.
TASER lnternational, lnc.,
a Delaware corporation
Title: Executive Vice President, Global Sales
Signature Date: 6/L2/zoLs
Title: General Counsel/Corporate Secretary
Address:
17800 N.85th Street
Scottsdale, A.285255
Attn: General Counsel
Email : legal@taser.com
City of Fresno,
AddTess: FRESNo POLIGE DEPARTMENT
MARIPOSA MALL
PO BOX 1Zr1
FRESNO; êA 98715'1â71
YVONNE SPENCE, C]\JIC
APPROVED AS TO FORM:
City Atto y's Office
Deputy
Page 12 of 1ô
19.17 Time is of the Essence. Time is of the essence in connection with all matters
and obligations pertaining to this Agreement.
19.18 Gounterparts. lf this Agreement form requires the signatures of the parties,
then this Agreement may be executed in multiple counterparts, each of which is considered
an original. The counterparts of this Agreement may be executed and delivered by facsimile
or other electronic signature by any of the parties to any other party and the receiving party
may rely on the receipt of the document as if the original had been received.
19.19 lnsurance. See Exhibit A, lnsurance Requirements.
19.20 Non-standard. Both parties acknowledge that this agreement differs from the
standard documents set forth by TASER as the Evidence.com Master Service Agreement,
and that this agreement is the governing document regarding these matters.
Gity of Fresno,
a municipal corporation
By:
Name:
Title:
Signature Date:
Address:
17800 N. 85th Street
Scottsdale, AZ85255
Attn: General Counsel
Email : legal@taser.com
ATTEST:
WONNE SPENCE, CMC
City Clerk
By:
Deputy
APPROVED AS TO FORM:
City Attorney's Office
By:
Amanda B. Freeman
Deputy City Attorney
'.-lost-l I -tñJ€f\
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Exhibit A
INSURANCE REQUIREMENTS
TASER Service Agreement between City of Fresno (,,ClTy")
and TASER lnternational ("TASER")
Evidence.com Master Service Aqreement
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of lnsurance Services Office (lSO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage arising
out of your business operations. The Commercial General Liability policy shall
be written on an occurrence form and shall provide coverage for "bodily injury,"
"property damage" and "personal and advertising injury" with coverage for
premises and operations (including the use of owned and non-owned
equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with
limits of liability not less than those set forth under "Minimum Limits of
lnsurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of
automobiles in the course of your business operations. The Automobile Policy
shall be written on an occurrence form and shall provide coverage for all
owned, hired, and non-owned automobiles or other licensed vehicles (Code 1-
Any Auto). lf personal automobile coverage is used, the CITY, its officers,
officials, employees, agents and volunteers are to be listed as additional
insureds.
3. Workers' Compensation insurance as required by the State of California and
Employer's Liability lnsurance.
MINIMUM LIMITS OF INSURANCE
TASER, or any party with which TASER subcontracts, shall maintain limits of liability of not
less than those set forth below. However, insurance limits available to CITY, its officers,
officials, employees, agents and volunteers as additional insureds, shall be the greater of the
minimum limits specified herein or the full limit of any insurance proceeds available to the
named insured:
1. COMMECIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(i¡i) $2,000,000 aggregate for products and completed operations; and,(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement,
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COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less
than:
(i) $100,000 per person;(i¡) $300,000 per accident for bodily injury; and,(i¡i) $50,000 per accident for property damage.
WORKERS'COMPENSATION INSURANCE as required by the State of
California with statutory limits.
EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
ln the event TASER purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of lnsurance," this insurance policy(ies) shall "follow form" and afford no less
coverage than the primary insurance policy(ies). ln addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit
of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
TASER shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and TASER shall also be responsible for payment of any self-
insured retentions. Any deductibles or self-insured retentions must be declared to on the
Certificate of lnsurance, and approved by, the CITY'S Risk Manager or his/her designee. At
the option of the CITY'S Risk Manager or his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects CITY, its officers, officials, employees, agents and
volunteers; or(ii) TASER shall provide a financial guarantee, satisfactory to CITY'S Risk
Manager or his/her designee, guaranteeing payment of losses and
related investigations, claim administration and defense expenses. At
2
3
4
5.
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no time shall CITY be responsible for the payment of any deductibles or
self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered
as additional insureds. TASER shall establish additional insured status for the
City and for all ongoing and completed operations by use of ISO Form
CG20 101185 or both CG20 101001 and CG2037 1001 or by an
executed manuscript insurance company endorsement providing additional
insured status as broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection
afforded to CITY, its officers, officials, employees, agents and volunteers. Any
available insurance proceeds in excess of the specified minimum limits and
coverage shall be available to the Additional lnsured.
3. For any claims relating to this Agreement, TASER'S insurance coverage shall
be primary insurance with respect to the CITY, its officers, officials, employees,
agents and volunteers. Any insurance or self-insurance maintained by the
CITY, its officers, officials, employees, agents and volunteers shall be excess of
TASER'S insurance and shall not contribute with it. TASER shall establish
primary and non-contributory status by using ISO Form CG2001 04 13 or by
an executed manuscript insurance company endorsement that provides
primary and non-contributory status as broad as that contained in ISO Form CG
20 01 04 13.
The Workers' Compensation insurance policJt is to contain, or be endorsed to contain, the
following provision: TASER and its insurer shall waive any right of subrogation against CITY,
its officers, officials, employees, agents and volunteers.
The Cvber Liabilitv insurance shall cover claims involving privacy violations, information theft,
damage to or destruction of electronic information, intentional and/or unintentional release of
private information (including credit monitoring costs), alteration of electronic information,
extortion and network security. Such coverage is required only if any products and/or
services related to information technology (including hardware and/or software) are provided
to lnsured and for claims involving any professional services for which TASER is engaged
with the City for such length of time as necessary to cover any and all claims
All policies of insurance required herein shall be endorsed to provide that the coverage shall
not be cancelled, non-renewed, reduced in coverage or in limits except after thirty (30)
calendar days written notice by certified mail, return receipt requested, has been given to
CITY. TASER is also responsible for providing written notice to the CITY under the same
terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of
cancellation, non-renewal, or reduction in coverage or in limits, TASER shall furnish CITY
Page15of16
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with a new certificate and applicable endorsements for such policy(ies). ln the event any
pol¡cy is due to expire during the work to be performed for CITY, TASER shall provide a new
certificate, and applicable endorsements, evidencing renewal of such policy not less than
fifteen (15) calendar days prior to the expiration date of the expiring poricy.
MAINTENANCE AND VERIFICATION OF COVERAGE
TASER guarantees it will maintain coverage at the levels specified herein for five years after
the termination of the Agreement. ln the event that TASER's insurance coverage is
terminated for any reason prior to five years after the Agreement terminates, TASER
guarantees it will maintain a tail providing insurance coverage at the levels specified herein
for that same period.
TASER shall furnish CITY with all certificate(s) and applicable endorsements effecting
coverage required hereunder. All certificates and applicable endorsements are to be
received and approved by the CITY'S Risk Manager or his/her designee prior to CITY'S
execution of the Agreement and before work commences. All non-lSO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or broker.
Upon request of CITY, TASER shall immediately furnish City with a complete copy of any
insurance policy required under this Agreement, including all endorsements, with said copy
certified by the undenryriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
Page 16 of 1ô
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Professional Services Agreement
between Taser lnternational, lnc., a Delaware corporation, and
the City of Fresno, a municipal corporation
BY ORDERING OR ACCEPTING PROFESSIONAL SERVICES FROM TASER ¡NTERNATIONAL, INC.
(TASER), THE POLICE DEPARTMENT OF THE ClTy OF FRESNO ("yOU," ,,ClTy, ,, OR FpD")
AGREES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND ACGEPTS AND
AGREES TO BE BOUND BY ITS 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. lf you do not have this authority, do not order or accept the Professional
Services. ln 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 lnternational, lnc.
(TASER, we, us, or our) and the Police Department of the City of Fresno. 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 EVlDENCE.comrM service solutions. See
Section 17 for definitions of certain capitalized terms used in this Agreement.
1. Term and Pricinq.
a. Term. The term of this Agreement shall be five (5) years, commencing 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. We will itemize sales or use taxes separately on our invoices. We are responsible for all other
taxes, duties and fees. lf you are exempt from taxation for the Services or Products, you must submit an
exemption ceftificate to us.
2. lnvoicinq and Pavment 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 othen¡vise modify, the
rights, duties, or obligations of 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. lnterest
at the rate of 1.5o/o per month (or the highest rate permitted by law, if less) may be charged on all late
payments. 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.c. Non-Appropriation. This agreement will terminate in the event of the City of Fresno's non-
appropriation of funds sufficient to meet its obligations hereunder during any fiscal year of this
Agreement, or insufficient funding for this Agreement.
3. Scope of Services. The project scope will consist of the Seruices identified on your Quote. The
Starter Package and Full-Service Package are detailed below:
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System set up and conf¡gurat¡on
Setup Axon@ Mobile on smart phones (if applicable)
Configure categories & custom roles based on Agency need
Troubleshoot lT issues with EVlDENCE.com and
EVlDENCE.com Dock (Dock) access
Work with lT to install EVIDENCE Sync software on locked-
down computers (if apolicable)
1 on-site session virtual assistance
Dock installation
Work with Agency to decide ideal location of Dock setup and
set configurations on Dock if necessary
Authenticate Dock with EVlDENCE.com using "admin"
credentials from Agency
Work with Agency's lT to configure its network to allow for
maximum bandwidth and proper operation within Agency's
network environment
on-site assistance virtual assistance
Dedicated Project Manager
Assignment of a specific TASER representative for all
aspects of planning the Product rollout (Project Manager).
ldeally, the Project Manager will be assigned to the Agency
4-6 weeks orior to rollout.
Weekly project planning meetings
Project Manager will develop a Microsoft Project plan for the
rollout of Axon camera units, Docks and EVlDENCE.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 EVlDENCE.com Dock installation of not more than 30
minutes in lenqth.
Best practice implementation planning session-l 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 EVlDENCE.com services
Create project plan for larger deployments
Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
2 on-site sessions-each providing a step-by-step
explanation and assistance for Agency's configuration of
security, roles & permissions, categories & retention, and
other specific settinqs for EVlDENCE.com,
Axon instructor training
Prior to general user training on Axon camera systems and
EVI D E NCE.com services, TASE R's on-site professional
services team will provide training with the goal of certifying
instructors who can support the Agency's subsequent Axon
camera and EVlDENCE.com traininq needs.
training for up to 5
individuals at the
Agency
training for up to 2
individuals at the
Agency
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4. Out of Scope Services. We are responsible to perform only the Services described on your Quote.
Any additional services discussed or implied that are not defined explicitly by the Quote will be
considered out of the scope.
5. Deliverv of Services.
a. Hours and Travel. Our personnel will work within normal business hours, Monday through
Friday, B:30 a.m. to 5:30 p.m., except holidays unless othenryise agreed in advance. All tasks on-site will
be performed over a consecutive timeframe unless othen¡vise 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. lf the changes cause an increase or decrease in any charges or causea 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. lf 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. lf 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 pedormance 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. ln 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
lnstallation Site;
b. Ensuring that prior to our arrival at the lnstallation Site that your network and systems comply
with the following system requirements posted at http://www.taser.com/products/dioital-evidence-
manaqement/evidence;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 lnstallation 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 personalcomputers and any other materials needed to perform the Services);
Description of the Service Packages
Starter Full-Service
End user go live training and support sessions
Provide individual device set up and configuration assistance;
pairing with viewers when applicable; and training on device
use, EVlDENCE.com and EVIDENCE
lmplementation document packet
EVI DENCE.com administrator guides, camera
implementation guides, network setup guide, sample policies,
virtual assistance
Page 3 of 1'1
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e. Providing suitable workspace with telephone and lnternet access for our personnel while working
at the lnstallation 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 EVlDENCE.com account when required for us to
perform the Services;l. 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. lnstructing your personnel so that they are, at all times, educated and trained in the proper use
and operation of the Products and that the Products are used in accordance with applicable TASER
manuals and instructions; ando. ldentifying in advance any holidays, non-work days, or major events that may impact the project.
7. Authorization to Access Computer Svstems 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 lnstallation. Prior to delivering any Services, we will provide you with I 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 lnstallation Site in accordance with the environmental specifications set
forth in the Product User Documentation. Following the installation of the Products, you must maintain
the lnstallation Site where the Products have been installed in accordance with the environmental
specifications set forth in the Product User Documentation. ln 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. lf 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. lf 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.
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10. Liabilitv 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:e. 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 Seruices, 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 EVlDENCE.com and covered by the
EVlDENCE.com Master Service Agreement.
11.lntellectual Propertv. We own all right, title and interest in all Pre-Existing Works and
Documentation. We grant to you, unless othenryise agreed in writing by the parties, a perpetual, non-
revocable, royalty-free, non-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. Confidentialitv. A receiving party may use the disclosing party's Confidential lnformation only in
connection with TASER's performance of the Services under this Agreement. The receiving party will
not disclose the disclosing party's Confidential lnformation during the Term or at any time 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 lnformation, including, aI a
minimum, those measures taken to protect its own confidential information of a similar nature.
13. lndemnification. To the furthest extent allowed by law, TASER shall indemnify, hold harmless and
defend the City of Fresno, and each of its officers, officials, employees, agents and volunteers from any
and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict
liability, including but not limited to personal injury, death at any time and property damage), and from
any and all claims, demands and actions in law or equity (including reasonable attorney's fees and
litigation expenses) that arise out of, pertain to, or relate to the negligence, recklessness or willful
misconduct of TASER, its principals, officers, employees, agents or volunteers in the peformance of this
Agreement.
lf TASER should subcontract all or any portion of the services to be performed under this
Agreement, TASER shall require each subcontractor to indemnify, hold harmless and defend CITY and
each of its officers, officials, employees, agents and volunteers in accordance with the terms of the
preceding paragraph.
This section shall survive termination or expiration of this Agreement.
14. Limitation of Liabilitv. EXCEPT AS OTHERWISE PROVIDED lN 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
Page 5 of 11
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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. NOTHING IN THIS SECTION
LIMITS YOUR OBLIGATIONS UNDER SECTIONS 1 AND 2.
15. lnsurance. See Exhibit A, lnsurance Requirements.
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 pafties 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. lndependent Contractors; Non-Exclusive Rights. 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, or fiduciary or employment relationship between the par.ties.
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. Severability. 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. lf 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. lf 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 pady to this Agreement.j. Assignment. Neither party may assign or othenryise transfer this Agreement or any of its rights
and obligations under this Agreement without the prior 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 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. ln the event of any legal action to enforce the provisions of this Agreement, the successful
parly in enforcing any provision of this Agreement will be awarded that pafiy's reasonable attorneys' fees
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and costs. Any claims, legal proceeding(s) or litigation arising in connection with the Service will be
brought solely in Fresno County, California.
17. Definitions.
"Gonfidential lnformation" 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 lnformation is the proprietary property of
the disclosing party and constitutes valuable trade secrets, Nothing in this Agreement will be construed
as granting the receiving pañy any right of use, title, or interest in the disclosing party's Confidential
lnformation.
"lnstallation 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.
18. Non-standardDocuments.
Both parties acknowledge that this agreement differs from the standard documents set forth by TASER
as its standard Professional Services Agreement, and that this agreement is the governing document
regarding these matters.
PaaeT o1 11
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TASER lnternational, lnc.,
a Delaware corporat¡on
Title: Executive Vice President, Global Sales
Signature Date: 6/L2/2ols
Titlêl General Counsel/Corporate Secretarv
Address:
17800 N.85th Street
Scottsdale, AZ85255
Attn: General Counsel
Email : legal@taser.com
silI¿ä:Êff€J'zF47eDoug Klint
Address:
FRtrSNô POLICE DEPARTMENT
MARIPOSA MALL
POBOX1271
ATTEST:
YVONNE SPENCË, CMC
City Clerk
APPROVED AS TO FORM:
Amanda B. Freeman
Deputy City Attorney
Gity of Fresno,
Page8ofl1
TASER lnternational, lnc.,
\sH (S\\)Ql2-
Address: þrto\tt
17800 N.85th Street
Scottsdale, M 85255
Attn: General Counsel
Email : legal@taser.com
ritle: 6yp 6L¡óßnu sn
Signature Date:
City of Fresno,
a municipal corporation
ATTEST:
YVONNE SPENCE, CMC
City Clerk
Deputy
APPROVED AS TO FORM:
Amanda B. Freeman
Deputy City Attorney
Page 8 of 11
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Exhibit A
INSURANCE REQUIREMENTS
TASER Service Agreement between Gity of Fresno ("C|TY")
and TASER lnternational ("TASER")
Professional Services Aq reement
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of lnsurance Services Office (lSO) Commercial General Liability
Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence
form and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including the use of owned
and non-owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under "Minimum Limits of lnsurance."
The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing
liability coverage arising out of the ownership, maintenance or use of automobiles in the
course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non-owned
automobiles or other licensed vehicles (Code 1- Any Auto). lf personal automobile
coverage is used, the CITY, its officers, officials, employees, agents and volunteers are to
be listed as additional insureds.
Workers' Compensation insurance as required by the State of California and Employer's
Liability lnsurance.
MINIMUM LIMITS OF INSURANCE
TASER, or any party with which TASER subcontracts, shall maintain limits of liability of not less than
those set forth below. However, insurance limits available to CITY, its officers, officials, employees,
agents and volunteers as additional insureds, shall be the greater of the minimum limits specified herein
or the full limit of any insurance proceeds available to the named insured:
COMMECIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;(ii) $1,000,000 per occurrence for personal and advertising injury;(iii) $2,000,000 aggregate for products and completed operations; and,(iv) $2,000,000 general aggregate applying separately to the work performed under
the Agreement.
COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
oR*
PERSONAL AUTOMOBILE LIABILITY insurance with limits of liability not less than:
(i) $100,000 per person;(ii) $300,000 per accident for bodily injury; and,(i¡i) $50,000 per accident for property damage.
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2
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DocuSign Envelope lD: 87 425277 -2F2A-4C05-4089-4CC28759C555
3. WORKERS' COMPENSATION INSURANCE as required by the State of California with
statutory limits,
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
ln the event TASER purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits
of lnsurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary
insurance policy(ies). ln addition, such Umbrella or Excess insurance policy(ies) shall also apply on a
primary and non-contributory basis for the benefit of the CITY, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF.INSURED RETENTIONS
TASER shall be responsible for payment of any deductibles contained in any insurance policy(ies)
required herein and TASER shall also be responsible for payment of any self-insured retentions. Any
deductibles or self-insured retentions must be declared to on the Certificate of lnsurance, and approved
by, the CITY'S Risk Manager or his/her designee. At the option of the CITY'S Risk Manager or his/her
designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or(ii) TASER shall provide a financial guarantee, satisfactory to CITY'S Risk Manager or
his/her designee, guaranteeing payment of losses and related investigations, claim
administration and defense expenses. At no time shall CITY be responsible for
the payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
are to contain, or be endorsed to
contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds. TASER shall establish additional insured status for the City and for all
ongoing and completed operations by use of ISO Form CG20 101185 or both
CG20 101001 and CG 2037 10 01 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained in ISO Form
cG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded to
CITY, its officers, officials, employees, agents and volunteers. Any available insurance
proceeds in excess of the specified minimum limits and coverage shall be available to the
Additional lnsured.
3. For any claims relating to this Agreement, TASER'S insurance coverage shall be primary
insurance with respect to the CITY, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials,
employees, agents and volunteers shall be excess of TASER'S insurance and shall not
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DocuSign Envelope lD: 87 425277 -2F24-4C05-A089-4CC28759C555
contribute with it. TASER shall establish primary and non-contributory status by using
ISO Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and non-contributory status as broad as that contained
in ISO Form CG 20 01 0413.
The Workers' Comoensation insurance policy is to contain, or be endorsed to contain, the following
provision: TASER and its insurer shall waive any right of subrogation against CITY, its officers, officials,
employees, agents and volunteers.
The Cyber Liabilitv insurance shall cover claims involving privacy violations, information theft, damage to
or destruction of electronic information, intentional and/or unintentional release of private information
(including credit monitoring costs), alteration of electronic information, extortion and network
security. Such coverage is required only if any products and/or services related to information
technology (including hardware and/or software) are provided to lnsured and for claims involving any
professional services for which TASER is engaged with the City for such length of time as necessary to
cover any and all claims
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be
cancelled, non-renewed, reduced in coverage or in limits except after thirty (30) calendar days written
notice by certified mail, return receipt requested, has been given to CITY. TASER is also responsible for
providing written notice to the CITY under the same terms and conditions. Upon issuance by the insurer,
broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, TASER
shall furnish CITY with a new certificate and applicable endorsements for such policy(ies). ln the event
any policy is due to expire during the work to be performed for CITY, TASER shall provide a new
cedificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
MAINTENANCE AND VERIFICATION OF COVERAGE
TASER guarantees it will maintain coverage at the levels specified herein for five years after the
termination of the Agreement, ln the event that TASER's insurance coverage is terminated for any
reason prior to five years after the Agreement terminates, TASER guarantees it will maintain a tail
providing insurance coverage at the levels specified herein for that same period.
TASER shall furnish CITY with all certificate(s) and applicable endorsements effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and approved by
the CITY'S Risk Manager or his/her designee prior to CITY'S execution of the Agreement and before
work commences. All non-lSO endorsements amending policy coverage shall be executed by a licensed
and authorized agent or broker. Upon request of CITY, TASER shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all endorsements, with
said copy certified by the undenruriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
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