EXHIBIT 1

CITY OF SAN DIEGO, CALIFORNIA 
COUNCEL POMCY CUMENT

SUBJECT: AMERICANS WITH DISABILITIES CONTRACTORS

POLICY NO.: . 100n04
EFFECTIVE DATE: June 14, 1993

BACKGROUND:

The issue of? accessibility, both architecturally and programmaticaily by people with disabilities, to
public and private entities has been addresseclby Section 504 of the Rehabilitation Act of i973, and
most recently by the Americans with Disabilities Act (ADA) of 1990. This broad reaching legislation
addresses the right of people with disabilities to obtain equal access to services, programs, buildings,
facilities, and employment

EQRPOS 

It is the intent of the City Councii that the City of San Diego take a leadership role in addressing
compliance with the ADA in the workplace. It is the purpose of this policy to establish the
requirement that all City contractors, including but not limited to construction contracts, consultants,
grantees, and providers of goods and services agree to comply with all applicable titles ofthe ADA.


Section 1. De?nitions

A. "Quali?ed individual with a disability? means an individual with adisability who satisfies the
requisite skill, experience, education and otherjob~related requirements of the employment
position?snch individual holds or desires, and who, with or without reasonable
accommodation, can perform the essential functions of such position.

B. ?Employee? means the employee of a contractor directly engaged in the performance of work
pursuant to a contract as described in Section 2,

C. ?Contractor? means any person or entity who enters into an agreement with the City for the
construction of capital improvements or the provision of goods or services. Contractor shall
include, but not be limited to consultants, grantees, lessees and vendors.

Section 2. City Contractor Requirements

A. Every person or organization entering into a contractual agreement with or receiving a grant
from the City of San Diego shall certify to the City of San Diego that it will comply with the
ADA by adhering to all oi'the. provisions. of the ADA listed beiow.

1. Title]. Employment Mandates

?No contractor may discriminate against quali?ed persons with disabilities in any aspects
of employment, including recruitment, hiring, promotions, conditions and privileges of
employment, training, compensation, bene?ts, discipline, layoffs, and termination of
employment.?

2. Title ll. State and Local Government I

Eli-[00414
Page i of 2

CITY OF SAN DIEGO, CALIFORNIA



?No quali?ed individual with a disability maybe excluded on the basis of disability, ti'om
participation in, or be denied the. bene?ts of services, programs, or activities by contractors
or subcontractors providing services for the City.?

CURRENT

3. Post a statement addressing the requiren?tents of the ADA in a prominent place at the
worksite.

13. Contractors shall include in each subcontract agreement, language which indicates the
subcontractor?s agreement. language which indicates the suboontra?otor?s agreement to abide
by the provisions of subdivisions (1) through (3) inclusive of Section 2A. Contractors and
subcontractors shall be individuallyr reSponsible for their own ADA employment programs

HISTORY:

?Cooperative Funding of Cultural

Institutions with the County of?San Diego?
Adopted by Resolution 110214497 10/15/1976
Amended by Resolution 1142025? 02/08/1978
Repealed by Resolution 11/19/1979

?Allocation of Transient Occupancy Tax

Funds To The Convention and Visitors Bureau?
Adopted by Resolution 114261328 08/06/1984
Amended by Resolution 'Rm2'63'886 08/19/1985
Amended by Resolution 09/26/1988
Rescinded by Resolution 01/06/1992
(Now included in 100?03)-

?Amerioans with Disabilities Act/City Con-tractors?
Adopted by Resolution 18482-153 06/ 14/1993

I coin
Page 2 of 2

EXHIBIT 2

CITY OF SAN DIEGO, CALIFORNIA

VCGUNCEHJ PGLICY

SUBJECT: CONTRACTORS
POLICY NO: 100vl7
EFFECTIVE DATE: May 20, 1991

CURRENT

BACKGROUND:

The issue o?t'substance abuse, the misuse of both legal and illegal drugs, has been identi?ed as a major
problem. it is well documented that substance abuse in. the workplace can negatively impact
employee performance, worker safety and the safety of the general public.

PURPOSE:

It is the intent of the City Council that the City of San Diego take a- leadership role- in addressing the 
issue of, drug abuse in the workplace, It is. the purpose of this policy to establish the requirement that
all City construction contractors, consultants, grantees: and providers of nonuprofessional services
agree to comp'iy with this Drug-?Free Workplace Policy.

POLICY:

Section 1. De?nitions

A. ?Drugwi?ree workpiece? means a site for the perform ance of work done in connection with a
contract let by City of San Diego for the construction, maintenance, or repair of any facility or
public worlt by an entity at which employees of the entity are prohibited from engaging in the
unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance
in accordance with the requirements of this section.

13. ?Employee? means the employee of a contractor directly engaged in the performance of work
pursuant to a, contract as described in Section 2.

C. ?Controlled substance? means a controlled substance in schedules I through of Section 202'
of the Controlled Substance Act ('21 U.S.C. Sec. 812).

D. ?Contractor? means the department, division, orrother unit of a person or organization
responsibie to the contractor for the performance of a portion. of the work under the contract.

Section 22'. City Contractor Requirements

A. Every person or organization awarded a contract or grant by the City of San Diego for the
provision of services shall. certify to the City that it will provide a by
doing all of the following:

(1) Publishing a statement notifying employees that the unlawful manufacture, distribution,
dispensation, possession, or use of a controlled substance is prohibited in the person?s
organisation?s workplace and specifying the actions that will be talten against employees for
violations of the prohibition.


Page 1 of?

CITY OF SAN otnoo; CALIFORNIA 7
COUNCEL solutes 

(2) Establishing a drugv-??ee awareness program to inform employees about all oi? the following:

The dangers of drug abuse in the workplace.

The person?s or organization?s policy of maintaining a clrug~free workplace.

Any available drug counseling, rehabilitation, and employee assistance programs.
The penalties that may be imposed upon employees for drug abuse violations.

(3) Posting the statement required by subdivision (1.) in a prominent place at contractors main
office. For projects large enough to necessitate a construction trailer at thejob site, the
required signage would also be posted at the job site.

13. Contractors shall. include in each subcontract agreement language which indicates the
subcontractor?s agreement to abide by the provisions of subdivisions (1) through (3) inclusive
of Section 2A. Contractors and subcontractors shall be individually responsible for their own
drugm?iee workplace programs.

HISTORY:

Adopted by Resolution 05/20/1991


Page 2 of 2

7?7- 

3

RESOLUTION NUMBER 3 8 9 9 

 

DATE or FINAL PASSAGE JUN 2 3 2014

 

A RESOLUTION OF THE COUNCIL OF THE CITY OF
SAN DIEGO AUTHORIZING THE MAYOR OR HIS
DESIGNEE TO ENTER INTO A AGREEMENT
WITH TASER FOR BODY CAMERAS AND DIGITAL
EVIDENCE STORAGE, WITH FOUR ONE-YEAR OPTIONS,
AND AUTHORIZING THE CHIEF FINANCIAL OFFICER TO
APPROPRIATE AND EXPEND NOT MORE THAN
$4 MILLION IN FISCAL YEARS 2014 THROUGH 2018,
CONTINGENT UPON ADOPTION OF THE ANNUAL
BUDGET APPROPRIATIONS ORDINANCE FOR EACH
RESPECTIVE FISCAL YEAR, AND CONTINUED SOLE
SOURCE AUTHORIZATION.
WHEREAS, law enforcement?s use of body worn cameras has proven effective in
reducing Violent confrontations and complaints against of?cers and
WHEREAS, body cameras may offer additional documentation of police contacts with
the public; and
WHEREAS, body cameras may be an important tool for collecting evidence and
maintaining public trust; and
WHEREAS, the San Diego Police Department (Police Department) wishes to implement
a body camera program; and
WHEREAS, the Police Department has a goal of out?tting every patrol of?cer with a
body camera; and
WHEREAS, the Police Department?s body camera program would allow investigators,
supervisors, and administrators access to digitally stored data; and
WHEREAS, in January 2014, the Police Department launched a 90-day ?eld trial with
ten patrol of?cers out?tted with TASER body cameras and using digital storage

solution; and

1 OF 5-



WHEREAS, the ?eld trial was extended until May 12, 2014, so the City?s information i
- technology infrastructure could be configured to support digital storage solution; and

WHEREAS, in February 2014, the City Council allocated one million dollars to the
Police Department to implement the body camera program in Fiscal Year 2014; and

WHEREAS, the Police Department did its due diligenCe and surveyed body camera
offerings in the marketplace; and -

WHEREAS, the Police Department determined that its need for body cameras with
accessories and digital storage could only be satis?ed by and

WHEREAS, on April 7, 2014,the Director of Purchasing and Contracting approved, for
one year, the Police Department?s sole source request for Digital EvidenCe Solutions,
which includes body-worn cameras, accessories, evidence management software, licenses, and
data storage; and

WHEREAS, the Police Department wishes to enter into a one?year agreement with
TASER International, Inc, with four one-year options; and

WHEREAS, the Police Department plans to make an initial purchase of 300, body
cameras with accessories and digital storage in Fiscal Year 2014; and

WHEREAS, the Police Department?s proposed budget for Fiscal Year 2015 includes
$993,331 for the body camera pro gram; and

WHEREAS, the Police Department plans to purchase 300 additional body cameras with
accessories and additional digital storage in Fiscal Year 2015; and

WHEREAS, the Police Department plans to purchase 400 additional body cameras with

accessories and additional digital storage in Fiscal Year 2016 and

2 OF 5?

(Ramaau)

WHEREAS, the Police Department plans to purchase additiOnal licenses and digital
storage in Fiscal Years 2017 and 2018; and

WHEREAS, expansion of the Police Department? 3 body camera pro gram beyond the
initial purchase of 300 cameras with accessories and digital storage is conditioned upon approval
of funding in the annual budget appropriation in each of the remaining four ?scal years; NOW,
THEREFORE,

BE IT RESOLVED, by the City Council of the City of San Diego, that the Mayor or his
designee is authorized to enter into an agreement with TASER International, Inc. for one year
with four one?year options.

BE IT FURTHER RESOLVED, that the Mayor or his designee is authorized to exercise
each of the four options, contingent upon approval of a sole source request. I

BE IT FURTHER RESOLVED, that the Chief Financial Of?cer is authorized to expend
an amount not to exceed $993,331 in Fiscal Year 2014 ?om the General Fund (100000) for the.
?rst year of the TASER International, Inc. agreement.

BE IT FURTHER RESOLVED, that the Chief Financial Of?cer is authorized to expend
an amount not to exceed $993,331 in Fiscal Year 2015 ?om the General Fund (100000) for the
second year of the TAS ER International, Inc. agreement, contingent upon adoption of the Fiscal
Year 2015 Annual Budget Appropriation Ordinance and upon the Chief Financial Of?cer
certifying that the funds necessary for expenditure are or will be available.

BE IT FURTHER RESOLVED, that the Chief Financial Of?cer is authorized to expend
an amount not to exceed $1,572,585 in Fiscal Year 2016 from the General Fund (100000) for the

third year of the TASER International, Inc. agreement, contingent upon adoption of the Fiscal



(114014-712)

Year 2016 Annual Budget Appropriation Ordinance and upon the Chief Financial Of?cer
certifying that the ?mds necessary for expenditure are or Will be available.

BE IT FURTHER RESOLVED, that the Chief Financial Of?cer is authorized to expend
an amount not to exceed $216,000 in Fiscal Year 2017 from the General Fund (100000) for the
fourth year of the TASER Inteinational, Inc. agreement, contingent upon adoption of the Fiscal
Year 2017 Annual Budget Appropriation Ordinance and upon the Chief Financial Of?cer
certifying that the funds necessary for expenditure are or will be available.

BE IT FURTHER RESOLVED, that the Chief Financial Of?cer is authorized to expend
an amount not to exceed $162,000 in Fiscal Year 2018 from the General Fund (100000) for the
?fth year of the TASER Inteinational, Inc. agreement, contingent upon adoption of the Fiscal
Year 2018 Annual Budget Appropriation Ordinance and upon the Chief Financial Of?cer
certifying that the funds necessary for expenditure are or will be available.

APPROVED: AN I. GOLDSMITH, City Attorney
By  GD My

Linda L. PeterV
Deputy City Attorney

LLP :lnn

05/09/2014
Or.Dept:Police
Doc. No. 783805

-PAGE 4 OF 5~

 

I certify that this Resolution was passed by the Council of the City of San Diego, at this meeting

of JUN HP 2014

 

Approved:  9 cl/ 1-0 
(date)

Vetoed:

ELIZABETH s. MALAND
City Clerk

 
<3

 
 
 
 

BY )Wm?/A?j

  
  
  

  

.J
I it 
 - Arne??
I 4:1"
4?

 

 

(date)

KEV L. FLCONER, Mayor

 

KEVIN L. FAULCONER, Mayor

5 OF 5?

JUN 10 2014

Passed by the Council of The City of San Diego on by the following vote:

Not Present

Councilmembers Yeas Nays Reeused
Sherri Li ghtner El [i 
Ed Harris 
Todd Gloria D. I El 
Cole El
Mark Kersey El 
Lorie Zapf 
Scott Sherman iZi 
DaVid Alvarez  i:i 
Marti Emerald i:i

Date of ?nal passage JUN 2 3 

 

(Please nete: When a resolution is approved by the Mayor, the date of final passage'is the date the
approved resolution was returned to the Of?ceof the City Clerk.)

KEVIN L. FAULCONER
AUTHENTICATED BY:

 

 
 

Mayor of The City of San Diego, California.
ELIZABETH S. ALAND
(Seal) . an Diego, California.

  

 

 

Otfice of the City Clerk. San Diego, California

30899?

Resolution Number R-

 

 

 

 

 

 

TASER International

Protect Truth

17800 85th St.

Scottsdale, Arizona 85255

United States

Phone: (800) 978?2737

Fax 

Shelley Zimmerman

(619) 531-2000
(619) 531-2106

Bill To:

San Diego Police Dept. - CA

1401 Broadway

San Diego, CA 92101

Ship To:
Shelley Zimmerman

 



TASER

Quotatlon

Quote: 0-11176-11

Date: 4/8/2014 6:18 PM

Quote Expiration: 6/15/2014
Contract Start Date*: 7/1/2014
Contract Term: 5 years

San Diego Police Dept. - CA
1401 Broadway

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

US San Diego, CA 92101

PHONE EMAIL 7 PAYMENT 
Chad Kapier 480-341?9539 ckapler@taser.com Fedex - Ground Net _30
*Note this will vary based on the shipment date of the product.
300 Units 5 Years - Year 1 Comm-it 
QTY ITEM DESCRIPTION UNIT ?Total 134-16146 DISC NET TOTAL
PRICE Discount
34 70026 DOCK, SIX CAMERA 1495.00 USD 50,830.00 USD 33 .105.12 USD 17,724.88

34 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
- 7 EVIDENCECOM DOCK HUB
34 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK 6 BAY I
250 85072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 735,000.00 USD 147,000.00 USD 588,000.00
YEAR .
5.000 1 85535 EVIDENCECOM STORAGE (0315 YEAR $1 501013 per USD 0.00 USD 0.00 USD 0.00
CONTRACT I year
200 87005 BASIC EVIDENCECOM LICENSE: 5 YEAR 597 .00 USD 119,400.00 USD 119,400.00 USD 0.00
'1 ,000 85535 EVIDENCECOM STORAGE YEAR 51.501013 per USD 0.00 USD 0.00 USD 0.00
CONTRACT year
250 85090 3 TASER ASSURANCE PLAN PAY UP 180.00 USD 45,000.00 USD 45,000.00 USD 0.00
FRONT PAYMENT. ETM: 5 YEAR
1 85055 PREMIUM-PLUS SERVICE 15000.00 USD 15,000.00 USD 15,000.00 USD 0.00
250 73002 CAMERA SYSTEM, AXON BODY 299.00 USD 74,750.00 USD 11,227.45 7 USD 63,522.55
8,750 85535 EVIDENCECOM STORAGE (GED-5 YEAR $150101; per USD 65,625.00 USD 0.00 USD 65,625.00 
CONTRACT year

 

 

 

 

 

Page 1 016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FLEX

 

 

 

QTY ITEM DESCRIPTION UNIT TotaI Before DISC NET TOTAL
PRICE Discount
250 35069 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
BODYCAM
8 73002 CAMERA SYSTEM, AXON BODY USD 0.00 7 USD 0.00 USD 0.00
. 3 35069 5 YEAR TASER ASSURANCE PLAN USD 0300 0.00 USD 0.00 
BODYCAM 
16,250 36005 EVIDENCECOM ARCHIVAL STORAGE 5 $0301 GB USD 24,375.00 USD 0.00 USD 24 375.00
YEAR per year
300 7 73031 IPOD FLEX 199.00 USD 59,700.00 USD 45,600.00 USD 14,100.00
50 73030 CAMERA SYSTEM, AXON FLEX 499.95 USD 24.997 .50' USD 12,273 .77 USD 12,713.73
50 73021 OPTION KIT, FLEX 199.95 USD 9,997.50 USD 9,997.50 USD 0.00
50 73036 CONTROLLER, HOLSTER, BELT CLIPS, USD 0.00 USD 0.00 USD 0.00
FLEX 
2,000 35535 I EVIDENCECOM YEAR I per USD 15,000.00 USD 0.00 USD 15,000.00
CONTRACT year
50 35053 5 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0.00 USD 0.00
. .. FLEX, 
17 70026 EVIDENCECOM, DOCK, SIX CAMERA 1495.00 USD 25,415.00 USD 16,552 .56 USD 3,362.44

17 350.94 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 
EVIDENCECOM DOCK HUB
17 35096 3 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 IISD 0.00
EVIDENCECOM DOCK 6 BAY -
50 35072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 147.000 .00 USD 29,400.00 USD 117,600.00
YEAR
1,000 35535 EVIDENCECOM STORAGE (Cm?5 YEAR 7 per USD 0.00 USD 0.00 USD 0.00
CONTRACT 7 Year . . .
50 35090 ASSURANCE PLAN PAY UP 130.00 USD 9,000.00 USD 9,000.00 USD 0.00
_7 FRONT PAYMENT. ETM: 5YEAR 7
1 73030 CAMERA SYSTEM, AXON FLEX USD 0.00  USD 0.00 7 USD 0.00
I 35053 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0.00 USD 0.00

 

300 Units 5 Years - Year 1 Commit Total:

USD 1,421,090.00

 

 

 

 

 

 

 

 

 

 

300 Units 5 Years . Year ?1 Commit Net Price: USD 927,523.60 
Year 1 Tax: i 65,802.29
300 Units 5 Years - Year 2 Commit Year 1 Total: 993,330.89 
QTY ITEM DESCRIPTION UNIT Total Before DISC 00 NET TOTAL
PRICE Discount

34 70026 EVIDENCECOM, DOCK, SIX CAMERA 1495.00 USD 50,330.00 USD 33,105.12 USD 17,724.33
BAYS 

34 35094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00

EVIDENCECOM DOCK HUB

34 35096 5 YEAR ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK 6 BAY

250 35072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 735,000.00 USD 147,000.00 USD 533,000.00
YEAR

5,000 35535 EVIDENCECOM STORAGE YEAR per USD 0.00 USD 0.00 USD 0.00
CONTRACT year

200 37005 BASIC EVIDENCECOM LICENSE: 5 YEAR 597.00 USD 119,400.00 USD 1 19,400.00 USD 0.00

 

 

 

 

 

 

 

 

Page 2 of 6

 

 

 

NET TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FLEX

 

 

 

QTY ITEM 17 DESCRIPTION UNIT Total Before DISC (8)
PRICE Discount
1.000 85535 EVIDENCECOM STORAGE per USD 0.00 USD 0.00 USD 0.00 
CONTRACT year
250 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 45,000.00 USD 45,000.00 USD 0.00
FRONT PAYMENT, ETM: 5 YEAR
1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 15,000.00 USD 0.00
250 73002 CAMERA SYSTEM. AXON BODY 299.00 USD 74,750.00 USD 1 1,227 .45 USD 63 .522 .55
8,750 85535 EVIDENCECOM STORAGE (G816 YEAR per USD 65,625.00 USD 0.00 USD 65,625.00
CONTRACT year
250 85069 5 YEAR TASER ASSURANCE PLAN. USD 0.00 USD 0.00 USD 0.00
EODYCAM
8 73002 CAMERA SYSTEM, AXON BODY USD 0.00 USD 0.00 USD 0.00
8. 85069 5 YEAR TASER ASSURANCE PLAN USD 0 .00 USD 0.00 USD 0.00
BODYCAM
16,250 86005 EVIDENCECOM ARCHIVAL STORAGE 5 $0.30 1 G13 USD 24.375.00 USD 0.00 USD 24,375.00 
YEAR per year
300 73031 IPOD FLEX 199.00 USD 59,700.00 USD 45,600.00 USD 14,100.00
50 73030 CAMERA SYSTEM, AXON FLEX 499.95 USD 24,997.50 USD 12.278.77 7 USD 12,718.73
50 73021 MULTI-MOUNTING OPTION KIT. FLEX 199.95 USD 9,997.50 USD 9,997.50 USD 0.00 -
50 73 036 CONTROLLER. HOLSTER, BELT CLIPS. USD 0.00 USD 0.00 USD 0.00 
FLEX .
2.000 85535 EVIDENCECOM STORAGE YEAR per USD 15,000.00" 0.00 USD 15,000.00
CONTRACT I I year
50 85053 5 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0.00 USD 0.00
I FLEX
17 70026 DOCK, SIX CAMERA 1495.00 USD 25,415.00 USD 16,552.56 USD 8,862.44

"1?7 85094 5 YEAR PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK HUB
17 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK 6 BAY
50 85072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 147,000.00 US 29,400.00 USD 1 17,600.00
YEAR
1.000 85535 EVIDENCECOM STORAGE YEAR per USD 0.00 USD 0.00 USD 0.00
CONTRACT year
'50 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 9,000.00 USD 9,000.00 USD 0.00
FRONT PAYMENT, ETM: 5 YEAR
1 73030 CAMERA SYSTEM, AXON FLEX USD 0.00 USD 0.00 USD 0.00
1 85053 5 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0.00 USD 0.00

 

300 Units 5 Years - Year 2 Commit Total:

USD 1,421 ,090.00

 

 

 

 

 

 

300 Units 5 Years - Year 2 Commit Net Price: USD 927,528.60
Year 2 Tax: 11313 63302.29 
400 Units 5 Years Year 3 OPTION Year 2 Total: USD 993330.89
QTY ITEM 111 DESCRIPTION UNIT Total Before DISC 1S) NET TOTAL
PRICE Discount
34 70026 EVIDENCECOM, DOCK, SIX CAMERA [495.00 USD 50,830.00 USD 33,105.12 USD 17,724.88
BAYS 
34 35094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
I EVIDENCECOM DOCK HUB

 

 

 

 

 

 

 

 

Page 3 of 6

 

NET TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FLEX

 

 

 

QTY DESCRIPTION UNIT Total Before DISC 01)
PRICE Discount
34 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK 6 BAY
350 85072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 1,029,000.00 USD 205,800.00 USD 823,200.00 
- YEAR 
7,000 85535 EYIDENCECOM STORAGE YEAR per USD 0.00 USD 0.00 i USD 0.00
CONTRACT year
200 '87005 BASIC EVIDENCECOM LICENSE: 5 YEAR 597.00 USD 1 19,400.00 USD 0.00 USD 119,400.00
1,000 35535 EVIDENCECOM STORAGE YEAR per USD 0.00 USD 0.00 USD 0.00
CONTRACT year
350 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 63,000.00 USD 63,000.00 USD 0.00
FRONT PAYMENT. BM: 5 YEAR
1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 15,000.00 USD 0.00
350 173002 CAMERA SYSTEM, AXON BODY 299.00 USD 104,650.00 USD 11,227.45 USD 93,422.55
14,000 85535 EVIDENCECOM STORAGE YEAR per USD 0.00 USD 105,000.00
CONTRACT year
350 85069 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
BODYCAM
12 73002 CAMERA SYSTEM. AXON BODY USD 0.00 USD 0.00 USD 0.00
12 85069 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 
BODYCAM
20,000 86005 EVIDENCECOM ARCHIVAL STORAGE 5 $0.30 7 GB USD 30,000.00 USD 0.00 USD 30,000.00
YEAR per year I
3 350 7 73031 IPOD TO UC FLEX 199 .00 USD 69,650.00 USD .3 5,000.00 USD 104,650.00
50 73030 CAMERA SYSTEM, AXON FLEX 499.95 USD 24,997.50 USD 3,799.62 USD 21,197 .88
50 73021 OPTION KIT, FLEX 199.95 USD 9,997.50 USD 9,997.50 USD 19,995.00
50 73036 CONTROLLER, HOLSTER. BELT CLIPS. USD 0.00 USD 0.00 USD 0.00
FLEX 7
2.000 85535 EVIDENCECOM STORAGE YEAR $1 p'er USD 15,000.00 USD 0.00 USD 15,000.00
CONTRACT Year .
50 85053 5 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0,00 USD 0.00 
FLEX
17 7 70026 EVIDENCECOM, DOCK, SIX CAMERA 1495.00 USD 25,415.00 USD 16,552.56 USD 8,862.44
BAYS 
17 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD-0.00 USD 0.00
EVIDENCECOM DOCK I-IUB
17 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00
EVIDENCECOM DOCK 6 BAY
50 85072 ULTIMATE EVIDENCECOM LICENSE: 5 2940.00 USD 147,000.00 USD 29,400.00 USD 117,600.00
YEAR
1,000 85535 EVIDENCECOM STORAGE YEAR per USD 0.00 USD 0.00 USD 0.00
CONTRACT year
50 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 9,000.00 USD 9,000.00 USD 0.00
FRONT PAYMENT. ETM: 5 YEAR
1 73030 CAMERA SYSTEM, AXON FLEX USD 0.00 USD 0.00 USD 0.00
1 85053 5 YEAR TASER ASSURANCE PLAN AXON USD 0.00 USD 0.00 USD 0.00

 

400 Units 5 Years . Year 3 OPTION Net Price: 

Page 4 ONE

400 Units 5 Years - Year 3 OPTION Total:

USD 1,817,940.00

 

 

USD 1,476,052.75

 

Year 3 Tax:

USD 96532.23

 

 

Year 3 Total: 

 

522,556,28 

Year 4~-Optiona  Storage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 5 of 6

 

 

 

 

QTY DESCRIPTION UNIT Total Before DISC 0) NET TOTAL
PRICE Discount
30,000 85435 EVIDENCECOM STORAGE YEAR 6.00 USD 180,000.00  0.00 USD 180,000 .00
CONTRACT
30,000 86004 EVIDENCECOM ARCHIVAL STORAGE 4 $0.30 GB USD 36,000.00 USD 0.00 USD 36,000.00
YEAR per year
Year 4--Opt1'onal Storage Total: USD 216,000.00 
Year 4--Optional Storage Net Price: USD 216,000,00 .
Year 4 Tax: [18130.00
Year 5--Optional Storage
QTY ITEM DESCRIPTION UNIT Total Before DISC NET TOTAL
PRICE Discount 
30,000 '85335 EVIDENCECOM STORAGE (GBJ-B YEAR $150103 per USD 135,000.00 USD 0.00 USD 135,000 .00
CONTRACT year I
30,000 86003 EVIDENCECOM ARCHIVAL STORAGE 3 $0.30 I GB USD 27,000.00 USD 0.00 USD 27,000.00
YEAR per year
Year 5--0ptional Storage Total: USD 162,000.00
Year 5--Optional Storage Net Price: USD 162,000.00
Year 5 Tax: 110110.00
Subtotal USD 3,709,109.95 
Estimated Tax  USD 228,136.81
Grand Total I

USD 3,937,246.76

 

 

Complimentary Evidences on: Tier Upgrade Through ?mm 14

This quote coninins rt purchase ofeither the Basic or Standard Evidence-corn literise. You will temporurilj' receive the Features mountain with the Professional
iiconse for the Basic and Standard licenses puruhusud until April 3i}. 4. This} El fl'cE upgrade l0 account so you till] enjoy all [he benefits Elf OUT ?105i
feature rich license tier. in May you will he prompted to select which users you would like to go in which tiers. This will hove no impact on uploaded data.

As part of Premium Plus Professional Services in Year I. TASER agrees to offload To?tE video footage to local storage. Also? as part of the PremiUm Plus
PHCkagc. as a one-time service. TASER wall of?oad data onto local SDPD infrastructure at the end of the 5 year contract (if requested]. Additional

requests will be charged in accordanee with the driin Professional Services rate at the time of the request.

ASER offers an haidenceenm integration solution with SDPD's CRMS system. and thus SDPD can opt to purchase the integration option at any time.

Minimum time data must remain in regular storage is four months. At that point. it can he transferred to cold storage.

Ultimate Licenses cover hardware warranty repluements for the life of each 5 year Ultimate License. Uitimate Licenses also caverz camera upgrades during the
5 year license (one at year 2.5 and one at year 5). 1f customer purchases. Ultimate License. then TASER will upgrade the
AXUN camera (and controller if applicable). free of charge. with a new on-officer video camera of your choice.

First 300 iPods and mounting kits delivered heavily dismonted. and portion of cost made up in optional year 3. Basic licenses total greater than 50% off over
term of contract to minor Las Vegas Contract. ETM's and E'l'hri TAP also discounted to same rate as Las Vegas Contract.

TASER International, Inc.?s Sales Terms and Conditions
for Direct Sales to End User Purchasers

B) signing this Quote. you i?JtL' entering into a contract and you certify that ion hate read and agree to the pmvmions set l'orth in this Quolc and insure?; current
Sales Terms and Contiil ltJl'lh l?or Direct Stiles to End ser Purchasers or, in the :ilternntiie. TASER's current Soles Terms Ltl'llii liontlilinns for Direct Sales to

End User for Sales in ilh Financing ii} our purchase cs ?nancing1 Wllii TASER. ll'guur purchase includes the ASsurunt'c Finn 
then you are also agreeing to current Sales Terms and Conditions For the ARON Flex? and Buds? Cameras 'l'ASiiR Assurance I3'lun iiLS.
Finis: :lflilil'll' Sales Terms and Conditions for the XZ-KZOP and ASER Clil?v?l ill?J Recorder'l x?tiEit Assurance Duh. Les applicable to iour 
purchase. All oflhe mics terms and conditions, .15 null as. the Nil"F terms and Conditions are posted or H's-our
purchase includes ARON hard? are sort-ices. 3 on are also agreeing to the terms in the Muster Sen-ice Agreement
posted a! hllilil't'l?r? Vt if your purchase includes Professional Sunk-cs. you are also ogre" to the terms in the Pmt?cssioriol

Sen ice Agreement posted at httozmtu ?er represent that you are Ian Full) able to nter int?! contracts and liltou are entering
into this agreement for an entity, such as the company. . or agency you work t?or. you rcpi'cs ?nt to SER [hill you hurt: legal authority
in hinii that until;- Il?you do not hate this outhoril} . tlo nor sign this Quote

 

 

 

 

 

 

Signature: Date:


Name (Print): Tina; 4.
(if needed):

 

Please sign and email to Chad Knpier at ckapleit?-?tnsereoni or Fm: to
THANK Th! t-?Ult sous. BUSINESH

Lira amt Mn ii-?dcmm-ks of AEER [nicjnu?qnuL inc, and ft is a regisremd trademark of International. loo. registered lli lit: 1 5.
'3 It'll?! Iiuemotina?thluc All rights rescuerl

Ala/2ft. 253 any

 

Signature: 

Title: CFO

Nome iFrintI:

Page 5 of 

 TAS Professional Services Agreement

 

BY ORDERING OR ACCEPTING PROFESSIONAL SERVICES FROM TASER INTERNATIONAL, INC. (TASER)
YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU ACCEPT AND
AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. You represent to us that you are
lawfully able to enter into contracts and if you are entering into this Agreement for an entity, such as the company,
municipality, or government agency you work for, you represent to us that you have legal authority to bind that
entity. If you do not have this authority, do not order or accept the Professional Services. In consideration of the
mutual promises contained in this Agreement, the parties agree to all terms of the Agreement effective as of the
date you signed the Quote or submit your purchase order, whichever is first (Effective Date).

Terms and Conditions

This Professional Services Agreement (Agreement) is an agreement between TASER International, Inc. (TASER,
we, us, or our) and the City of San Diego, CA (Agency or you). This Agreement contains the terms and
conditions that govern our provision of Professional Services to you for assistance in deploying and implementing
TASER camera systems and service solutions. See Section 17 for definitions of certain
capitalized terms used in this Agreement.

1. Term and Pricing.
a. Term. The term of this Agreement commences on the Effective Date. The actual work to be performed by

us is not authorized to begin until we receive the signed Quote or your purchase order, whichever is first.

b. Service Pricing. All Services performed by us will be rendered in accordance with the fees set forth in the
Quote. You will pay us in accordance with the terms contained in this Agreement unless different payment terms
have been identified and agreed upon in the Quote.

0. 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. If you are exempt from taxation for the Services or Products, you must submit an exemption certi?cate to us.

2. Invoicing and Payment Terms.

a. Services. We will invoice you, in accordance with this Agreement, for all Services provided.
Notwithstanding the foregoing, no terms, provisions, or conditions of any purchase order or other business form or
written authorization used by you will have any effect on, or otherwise modify, the rights, duties, or obligations of
the parties under this Agreement, regardless of any failure of us to object to such terms, provisions, or conditions.

b. Payment. All payments for fees and expenses are due 30 days after the date of invoice. Interest at the
rate of 1.5% 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.

3. Scope of Services. The project scopewill consist of the Services identified on your Quote. The Premium Plus
Service Package and Premium Service Package are detailed below:

or 7   

7 Premium Plus - Premium

  . . Swims Services
1 on-site session virtual assistance

    

 

       

System set up and configuration
Setup Mobile on smart phones (if applicable)
Configure categories custom roles based on Agency need
Troubleshoot IT issues with and evidence transfer
manager (ETM) access
Work with IT to install EVIDENCE software on locked-down
computers (if applicable)

 

 

 

 

 

ETM installation 'on?site assistance virtual assistance

 

 

Title: Professional Services Agreement
Department: Legal
Version: 3.0

Release Date: 12l11l2013
Page 1 of 7

(IQ TSER

 - Dessrintiw ?these-vies Peeves? '1

 
 

Work with Agency to decide ideal location of ETM setup and set
configurations on ETM if necessary

Authenticate ETM with using ?admin? credentials
from Agency

Work with Agency?s IT to configure its network to allow for
maximum bandwidth and proper operation within Agency?s
network environment

Premium 

Services

Professional Services Agreement

Premium
Services

 

 

Dedicated Project Manager

Assignment of a specific TASER representative for all aspects of
planning the Product rollout (Project Manager). Ideally, the Project
Manager will be assigned to the Agency 4?6 weeks prior to rollout.

 

Weekly project planning meetings

ProjeCt Manager will develop a Microsoft Project plan for the rollout
of AXON camera units, ETMs and account training
based on size, timing of rollout and Agency?s desired level of
training. Up to 4 weekly meetings leading up to the ETM
installation of not more than 30 minutes in length.

 

Best practice implementation planning session?1 on-site
session to:

Provide considerations for establishment of video policy and system
operations best practices based on 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 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 con?guration of security, roles 
permissions, categories retention, and other specific settings for


 

AXON instructor training

Prior to general user training on AXON camera systems and
services, on-site professional services
team will provide training with the goal of certifying instructors who
can support the Agency?s subsequent AXON camera and
training needs.

training for up to 5
individuals at the
Agency

training for up to 2
individuals at the
Agency

 

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,
and EVIDENCE Sync.

6 on-site sessions

3 on?site sessions

 

Implementation document packet

administrator guides, camera implementation
guides, network setup guide, sample policies, and categories 
roles guide

 

 

Post 90 live review session

 

on-site assistance

 

virtual assistance

 

 

4. Out of Scope Services. We are responsible to perform only the Services described on your Quote. Any

 

Title: Professional Services Agreement
Department: Legal

Version: 3.0

Release Date: 1Zf11f2l113

Page 2 of 7

  Professional Services Agreement

 

additional services discussed or implied that are not defined explicitly by the Quote will be considered out of the
scope.

5. Delivery of Services.

a. Hours and Travel. Our personnel will work within normal business hours, Monday through Friday, 8:30
am. to 5:30 pm, except holidays unless otherwise agreed in advance. All tasks on-site will be performed over a
consecutive timeframe unless otherwise agreed to by the parties in advance. Travel time by our personnel to your
premises will not be charged as work hours performed.

b. Changes to Services. Changes to the scope of Services must be documented and agreed upon by the
parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling
change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by
the parties and included in the change order, signed by both parties.

c. Delays. If any delays are caused by you, you will be responsible for any costs incurred by us in preparing
for the performance of the Services, and we will be entitled to recover these costs from you, including travel related
costs. The non?performance or delay by us of our obligations under this Agreement will be excused if and to the
extent the non-performance or delay results directly from the failure by you to perform your responsibilities. If any
failure or delay by you to perform any of your responsibilities prevents or delays our performance of our obligations
under this Agreement, we will be entitled to a reasonable extension of time to the applicable performance dates to
reflect the extent of the impact of the failure or delay by you.

d. Performance Warranty. We warrant that we will perform the Services in a good and workmanlike manner.
In the event the Services do not meet the requirements and specifications agreed upon, you must provide us with
written notice and details of the alleged non?complying Services within 7 calendar days after completion of the
Services involved. After determination by us that the Services were not in conformance to the requirements and
specifications, we will re-perform the non-complying Services at no additional cost.

6. Your Responsibilities. Our successful performance of the Services depends upon your:

a. Making available your relevant systems for assessment by us prior to our arrival at the Installation Site;

b. Ensuring that prior to our arrival at the Installation Site that your network and systems comply with the
following system requirements posted at 

c. Making any required modifications, upgrades or alterations to your hardware, facilities, systems and
networks related to our performance of the Services prior to our arrival at the Installation Site;

d. ProViding access to the building facilities and where we are is to perform the Services, subject to safety
and security restrictions imposed by you (including providing security passes or other necessary documentation to
our representatives performing the Services permitting them to enter and exit your premises with laptop personal
computers and any other materials needed to perform the Services);

e. Providing suitable workspace with telephone and Internet access for our personnel while working at the
Installation Site and in your facilities;

f. Timely implementation of operating procedures, audit controls, and other procedures necessary for your
intended use of the Products; 

9. Providing all necessary infrastructure information addresses, node names and network
configuration) necessary for us to provide the Services;

h. 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 account when required for us to perform the
Services;

I. Designating a representative who will be the main point of contact for all communication with us and who
has the authority to act on your behalf in matters regarding the performance of the Services;

m. Ensuring the reasonable availability by phone or pager of knowledgeable staff and personnel, system
administrators and operators to provide timely, accurate, complete and up-to?date documentation and information
for the duration of the Term (these contacts are to provide background information and clarification of information
required to perform the Services);

n. Instructing your personnel so that they are, at all times, educated and trained in the proper use and

 

Title: Professional Services Agreement
Department: Legal
Version: 3.0

Release Date: 12f11f2013
Page 3 of 7

 TASE F2 Professional Services Agreement

 

operation of the Products and that the Products are used in accordance with applicable TASER manuals and
instructions; and
0. Identifying in advance any holidays, non-work days, or major events that may impact the project.

7. Authorization to Access Computer Systems to Perform Services. You authorize us to access your
relevant computers and network systems solely for the purpose of performing the Services. We will work diligently
to identify as soon as reasonably practicable the resources and information we expect to use, and will provide an
initial itemized list to you. You are responsible for, and assume the'risk of any problems, delays, losses, claims, or
expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and
information supplied by you.

8. Site Preparation and Installation. Prior to delivering any Services, we will provide you with 1 copy of the
then?current user documentation for the Services and related Products in paper or electronic form (Product User
Documentation). The Product User Documentation will include all environmental specifications that must be met
in order for the Services and related Products to operate in accordance with the Product User Documentation.
Prior to the installation of Product (whether performed by you or TASER), you must prepare the Installation Site in
accordance with the environmental specifications set forth in the Product User Documentation. Following the
installation of the Products, you must maintain the lnstallation Site where the Products have been installed in
accordance with the environmental specifications set forth in the Product User Documentation. In the event that
there are any updates or modifications to the Product User Documentation for any Products provided by us under
this Agreement, including the environmental specifications for the Products, we will provide the updates or
modifications to you when they are generally released by us to our customers.

9. Acceptance Checklist. We will present you with an Acceptance Checklist (Checklist) upon our completion of
the Services. You will sign the Checklist acknowledging completion of the Services once the on?site service
session has been completed. If you reasonably believe that we did not complete the Services in substantial
conformance with this Agreement, you must notify us in writing of your specific reasons for rejection of the Services
within 7 calendar days from delivery of the Checklist to you. We will address your issues and then will re?present
the Checklist for your approval and signature. If we do not receive the signed Checklist or a written notification of
the reasons for the rejection of the performance of the Services from you within 7 calendar days of delivery of the
Checklist to you, the absence of your response will constitute your affirmative acceptance of the Services, and a
waiver of any right of rejection.

10. Liability for Loss or Corruption of Data. The parties? default obligations concerning the liability for any loss or
corruption of data under this Agreement are as follows:

a. You are responsible for: 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 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 dam age, loss, or
corruption is due to our negligence.

b. If, as a direct result of our negligence in performing the Services, your software or data is damaged, lost, or
corrupted, we will assist you in loading the media 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: 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 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 and covered by the 
Master Service Agreement.

11. Intellectuajjropertv. We own all right, title and interest in all Pre-Existing Works and Documentation. We

 

Title: Professionai Services Agreement
Deparlment: Legal
Version; 3.0

Release Date: 121112013
Page 4 of 7

Professional Services Agreement

TASEF:

 

grant to you, unless otherwise 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. Confidentiality. A receiving party may use the disclosing party?s Confidential Information only in connection
with performance of the Services under this Agreement. The receiving party will not disclose the
disclosing party?s Confidential Information during the Term or at any time during the 5-year period following the end
of the Term. The receiving party will take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of the disclosing party?s Confidential Information, including, at a minimum, those measures taken
to protect its own confidential information of a similar nature.

13. Indemnification. Except to the extent caused by the negligent acts or willful misconduct of you, we will
indemnify, defend and hold you, your officers, directors, employees, agents, and permitted assigns (each Agency
Indemnitee) harmless from and against all claims, demands, losses, liabilities, costs, expenses, and reasonable
attorneys? fees, arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent
act, error or omission, or willful misconduct of TASER under or related to this Agreement.

14. Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE WARRANTIES
STATED IN THIS AGREEMENT ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY
TASER. WE DO NOT MAKE AND HEREBY DISCLAIM, AND YOU EXPRESSLY ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER STATUTORY OR
COMMON LAW WARRANTY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY LIABILITY
WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, EXCEPT FOR OBLIGATIONS OF
CONFIDENTIALITY AND INDEMNIFICATION SET FORTH IN THIS AGREEMENT, THE LIABILITY OF EITHER
PARTY TO THE OTHER PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER
WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO TASER UNDER THIS AGREEMENT FOR THE
SERVICES IN THE PRIOR 12 MONTHS PRECEEDING THE CLAIM. NOTHING IN THIS SECTION LIMITS
YOUR OBLIGATIONS UNDER SECTIONS 1 AND 2.

15. Insurance. We will maintain at our own expense and in effect during the Term, insurance coverage as set out
below, and will furnish certificates of insurance or self-insurance upon your request:

a. Commercial General Liability Insurance with limits of $1,000,000 per occurrence for Bodily injury, Property
Damage, and Personal and Advertising Injury;

b. Workers? Compensation Insurance in compliance with the statutory requirements of the state in which the
ServiCes are performed and Employers? Liability Insurance with limits of not less than $500,000 each Accident and
Disease per Employee/Policy Limit; and .

c. Commercial Automobile Liability Insurance covering hired and non-owned vehicles for which we may be
responsible with limits of $1,000,000 per occurrence Bodily Injury and Property Damage.

16. General.

a. Non-Discriminatory Employment. We will not unlawfully discriminate against any individual based on
race, color, religion, nationality, sex, sexual orientation, age, or condition of disability. We understand and agree
that we are bound by and will com ply with the nondiscrimination mandates of all Federal, State and local statutes.

b. Notifications. Any notice permitted or required under this Agreement will be deemed to have been given if
it is in writing and personally served or delivered, mailed by registered or certified mail (return receipt requested),
delivered by a national overnight courier service with confirmed receipt, or sent by email to the parties at the
addresses listed in the signature block at the end of this Agreement.

G. 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

 

Title: Professional Services Agreement
Department Legai
Version: 3.0

Release Date: 121113013
Page 5 of 7

  Professional Services Agreement

 

terrorism, or war.

d. Independent 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 parties.

e. Entire Agreement; Modification. This Agreement, including the Quote, constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations,
written or oral, concerning our provision of the Services. No modification, amendment, or waiver of any provision of
this Agreement will be effective unless in writing and signed by both parties. All headings are for reference
purposes only and must not affect the interpretation of the Agreement.

f. 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. If any portion of this Agreement is held to be
invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or
unenforceable portions will be interpreted to the effect and intent of the original portion. If such construction is not
possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will
remain in full force and effect.

9. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver
of the provision nor limit the party?s right to enforce the provision at a later time.

h. Voluntary Agreement. This Agreement was negotiated and executed voluntarily and is not the result of
duress, fraud, undue influence or any threat of any kind. All parties had the opportunity to consider this Agreement,
to consult with counsel, and fully understand the Agreement.

i. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any
individual or entity that is not a party to this Agreement.

j. Assignment. Neither party may assign or otherwise transfer this Agreement or any of its rights and
obligations under this Agreement without 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 in connection with a merger, acquisition or sale of all or substantially all of our assets, or to as part of a
corporate reorganization. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of
the parties and their respective successors and assigns.

k. Applicable Law. The validity, construction, interpretation, and administration of this Agreement will be
governed by and must be interpreted under the laws of the State in which the Services are performed. in the event
of any legal action to enforce the provisions of this Agreement, the successful party in enforcing any provision of
this Agreement will be awarded that party's reasonable attorneys? fees and costs.

17. Definitions.

?Confidential Information? means any and all financial, technical, legal, marketing, network and/or other business
information, know?how, plans, records, files, file layouts, manuals, documentation, or data (including, but not limited
to, computer programs, code systems, applications, analyses, passwords, procedures, output, software sales,
personal individual information, and lists compilations). All information communicated during the course of this
Agreement, whether written or oral, and which is not subject to disclosure under the California Public Records Act,
will be assumed confidential even if it is not specifically noted as such at the time of the disclosure. Both parties
acknowledge and agree that a disclosing party?s Confidential Information is the proprietary property of the
disclosing party and constitutes valuable trade secrets. Nothing in this Agreement will be construed as granting the
receiving party any right of use, title, or interest in the disclosing party's Confidential Information.

?Installation Site" means the location(s) where the Products are to be installed.

?Products? means all equipment, software, cloud based services, Product User Documentation and software
maintenance releases and updates provided by us under this Agreement.

?Product User Documentation? means either specifications, explanatory or informational materials, whether in
paper or electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical
manuals, training manuals, specification or other explanatory or informational materials, whether in paper or
electronic form, that relate to the Products provided under this Agreement.

?Services? means the professional services provided by us pursuant to this Agreement.

[Document Revised 12-11-2013; Approved by TASER Legal 4-30-2014]

Microsoft is a trademark of the Microsoft group of companies.

Title: Professional Services Agreement 
Department: Leg al 1
Version: 3.0

Reiease Date: 1211112013 
Page 6 of 7 1

Professional Services Agreement

TASER

 

(D is a trademark of TASER international, Inc., and AXON and TASER are registered trademarks of TASER International, Inc.. registered in the US. All rights
reserved. 2013 TASER International, Inc.

 

Titie: Professional Services Agreement
Department: Legal
Version: 
Release Date: 1311(2013
Page 7 of 7

Q9 TASER Master Service Agreement

I-?t l- r. 

 

TASER lutemalional. Inc. or ?we"l and City of San Diego. CA ("Agencyf "your." or "you?} agree to accept and be bound by
the following terms and conditions effective Jan! UN: a . Ziltd {?Effective Date"):

1. Access Rimts. Upon the purchase or granting of a subscription from TASER and your opening of an Evidencecom account you will
have access and use of the Evidencecom Services and Your Content during the subscription term You and each of your end users
agree to adhere to this Agreement and all laws. rules. regulations and policies applicable to your use of the Evidencecom Services. If you
become aware of any violation of this Agreement by an end user, you will immediately terminate that end user's access to Your Content and
the Evidencecom Services.
2. You Own Your Content. You control and own all right. title. and interest in and to Your Content and we obtain no rights to Your Content.
You consent to our limited access to Your Content solely for the purpose of providing and supporting the Evidencecom 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
Evidenceccm Services will violate this Agreement or applicable laws.
3. Evidencecom Data Security. 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 Information Security Program that includes
logical and physical access management. vulnerability management. con?guration management, incident monitoring and response. security
education. risk management and data protection. You are responsible for maintaining the security of the 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.
You will contact us immediately if you believe an unauthorized third party may be using your account or Your Content or if your account
information is lost or stolen.
4. Our Suggog. We will make available to you updates as released by us to the Evldencecom Services. Updates may be provided
electronically via the Internet or via media as determined solely by us. It Is your responsibility to establish and maintain
adequate access to the lntemet in order to receive the updates. We will use reasonable efforts to contlnue supporting the previous version of
any API or software for 6 months after the change {except if doing so would pose a security or intellectual property issue. is
economically or technically burdensome. or is needed to comply with the law or requests of governmental entities]. You are responsible for
maintaining the computer equipment and Internet connections necessary for your use of the Evidencecom Seances.
5. Data Privagy. 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 it any disclosure request is received for Your Content so you may ?le an objection
with the court or administrative body. You agree to allow us access to certain information from you in order to: perform troubleshooting
services for your account at your request or as part of our regular diagnostic screenings; lb} enforce our agreements or policies governing your
use of Evidenceccm Services; or to) perform analytic and diagnostic evaluations of the systems. Our privacy policy is currently referenced at
as it may be updated by us from time to 
6. Data Storage. We will determine the locations of the data centers in which Your Content will be stored and accessible by your and Users.
For United States customers. we will ensure that all of Your Content stored in the Evidencecom 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 parties responsible for storage of Your Content are contracted by us for data storage services.
Ownership of Your Content remains with you.
7. Fees and Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional and
users. prorated for the duration of the Term. Additional end user accounts will laminate on the same date as the pro-existing subscriptions.
You are responsible for paying all subscription fees and applicable lattes and duties for Evidencecom Services. Unless otherwise speci?ed by
us. all fees for Evidencecorn Services are due and payable net 30 days for approved credit. Except as otherwise stated in this Agreement.
payment obligations are non-canoelable and fees paid are non-refundable and all amounts payable still be made without setolt. deduction. or
withholding unless a dispute as to cost exists. 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 1.5% per
month {or the highest rate permitted by law. if less) on all late payments.
8. Suspension of Evidencecom Services. We may suspend yoUr or any and user's right to access or use any portion or all of the
Evidencecom Services immediately upon notice to you it we reasonany determine:

at. Your or an end user?s use of or registration for the Evidencecom Services it} poses a security risk to the Evidencecom Services or
any third party. may adversely impact the Evidencecom Services or the systems or content of any other customer. till} may subject us, our
af?liates. or any third party to liability. or [ivl may be fraudulent:

b. You are. or any and user is. in breach of this Agreement. including if you are delinguent on your payment obligations for more than
45 days; or

c. You have become the subiect of any reorganization. liquidation. dissolution. or similar proceeding.
If we suspend your right to access or use any portion or all of the Evidencecom Services. you remain responsible for all fees and charges

 

 

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incurred through the date of suspension without any credits for any period of su5pension. We will not delete any of Your Content on
Evidencecom as a result of your suspension, except as speci?ed elsewhere in this Agreement.
9. Term.

a. Subscription Term. The start date of the Term of this Agreementwill be determined based upon the shipment date of any hardware
ordered as authorized by you in a signed Quote or purchase order and wilt remain in effect for the subscription Term agreed to in the Quote or
purchase agreement together with any renewal Terms until terminated as provided in this Agreement. If the hardware is shipped In the first half
of a month, then the Term starts on the 1st of the following month. If the hardware is shipped in the last half of a month, then the Term begins
on the 15m of the following month. If no hardware is purchased, then the Term will begin on the first of the month following the Effective Date of
the Agreement. This Agreement automatically renews for additional successive Terms of one (1) year each after the completion of your Initial
Term at the list prices than in effect, unless you give us written notice of cancellation sixty (60) days priorto the end of a Term. The Term of
this Agreement may not exceed five years.

b. Free Trial Term. If you signed up for a free trial, you are granted a limited non?exclusive license to use the Evidencecom Services
for the term of the free triai period ("Trial Term?). Upon the expiration of the Trial Term you must purchase the Evidencecom Services to
continue to use the Evldencecom Services to access Your Content.

c. Free Lite Account. If you signed up for a free Evidencecom Lite account, you are granted a limited nonexclusive
license to use the Evidencecom Lite Services. Your use of the Evidencecom Lite Services Is not limited to a speci?c term and you may
cancel your Evidenceoom Lite account and download Your Content at any time. Evidencecom Lite allows users to manage their conducted
electrical weapon (CEW) ?ring logs and TASER CAM data.

10. Termination. 

a. Termination for Convenience. Wemay terminate this Agreement for any reason by providing you 30 days advance notice. in the
event that we terminate this Agreement under this Section we will issue you a refund of any prepaid amounts on a prorated basis.

b. Termination for Cause.

i. By Either Pagy. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any
material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach
within the 30?day notice period. In the event that you terminate this Agreement under this Section and we failed to cure the material
breach or default, we will issue you a refund of any prepaid amounts on a prorated basis.

ii. By Agency. 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 ?scal year. In the event that sufficient funds will not be appropriated or are not othenrvise
legally available to pay the fees required under this Agreement, this Agreement may be terminated by you. You agree to deliver
notice of termination under this Section 10(b)(ii) at least 30 days prior to the end of the then current ?scal year.

c. Effect of Termination. Upon any termination of this Agreement: all your rights under this Agreement immediateiy terminate; 
you remain responsible for ail fees and charges you have incurred through the date of termination; and to) Sections 2, 5-7, 11, 12 (except the
license granted to you in Section 12), 13, and 15?19 will continue to apply in accordance with their terms.

11. Return of Your Content.

a. Duringthe Term. You can retrieve and download Your Content at any time during the Term. .

b. After Termination. We will not delete any of Your Content as a result of a termination during the 90 days following termination.
During this 90-day period you may retrieve Your Content only if you have paid all amounts due (there will be no application functionality of the
Evidencecom 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 Evidencecom Services during this 90?day period. We have no obligation to maintain or provide any of
Your Content after the 90aday period and will thereafter, unless legally prohibited, delete all of Your Content stored in the Evidencecom
Services.

c. Post?Termination Assistance. We will provide you with the same post?termination data retrieval assistance that we generally make
available to all customers. Requests that we provide additional assistance to you in downloading or transferring Your Content wilt result In
additiOnal fees from us and we wiil not warranty or guarantee data integrity or readability in the external system.

12. Rights. We or our Iicensors own and reserve all right, title, and Interest In and to the Evidencecom Services and related software.
Subject to the terms of this Agreement, we grant you a limited, revocable, non?exclusive, non-sublicensabie, non?transferrable license to
access and use the Evidenceocm Services solely In accordance with this Agreement during the Term. We own all right, title, and interest in
and to the Evidencecom Services, inciuding without limitation all Intellectual Property Rights. If you or your end users provide any suggestions
to us for enhancements or improvements, we will own all right, title, and interest in and to the suggestions and have the right to use the
suggestions without restriction, even if you or your end users have designated the suggestions as confidentiai. 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.

13. License Restrictions. Neither you nor any of your end users may use the Evidencecom 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: permit any third party to
access the Evidencecom Services except as permitted in this Agreement; modify, alter, tamperwith, repair, or otherwise create derivative

 

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works'of any of the Evidencecom Services; reverse engineer, disassemble or dacomplle the Evidencecom Services or apply any other
process or procedure to derive the source code of any software included In the Evidencecom Services. or allow any others to do the same; 
access or use the Evidencecom Services in a way intended to gain unauthorized access, avoid Incurring fees or exceeding usage limits or
quotas; copy the Evidencecom Services In whole or part, except as expressly permitted In this Agreement; use. trade secret information
contained in the Evidencecom Services, except as expressly permitted In this Agreement: (9) resell, rent, loan, or subllcense the
Evidencecom Services; access the Evidencecom Services in order to build a competitive product or service or copy any features,
functions, or graphics of the Evidencecom Services (I) remove, alter, or obscure any con?dentiality or proprietary rights notices (including
copyright and trademark notices) of ours or our licensors on or within the Evidencecom Services or any copies of the Evidencecom Services;
or use the Evidencecom Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit
material In violation of third-party privacy rights, or to store or transmit malicious code. All licenses granted to you in this Agreement are
conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term
or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to
assert, against us or any of our af?liates, customers, vendors, business partners. or licensors, any patent infringement or other intellectual
property infringement claim regarding any Eviden cecom Services you have used. You may only use our trademarks In accordance with the
TASER Trademark Use Guidelines (located at 

14. Third-Party Products and No purchase of third-party products or services is required to use the Evidencecom Services. Any
acquisition by you of third~party produtEts or services and any exchange of data between you and any third-party provider, is solely between
you and the applicable thirdvparty provider. We do not warrant or support third-party products or services, whether or not they are designated
by us as ?certi?ed? or otherwise, except as specified in a Quote. If you install or enable Third~Party Applications for use with Evidencecom
Services, you acknowledge that we may need to allow providers of those Third?Party Applications to access Your Content as required for the
Interoperatlon of the Third?Patty Applications with the Evidencecom Services. We are not responsible for any disclosure, modification or
deletion of Your Content resulting from any access by Third?Party Application providers.

15. Representations by You. You represent and warrant to us that: 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; all legal requirements have been metI and procedures have been followed, Including public bidding, if
legally required, In order to ensure the enforceability of this Agreement; if you are a government agency, that the Evidencecom Services
will be used by you only for governmental or proprietary functions consistent with the scope of your authority and will not be used In a trade or
business of any person or entity, by the federal government or for any personal, family or household use; and if you are a government
agency, you have funds available to pay until the end of Its current appropriation period, and you intend to request funds to make payments in
each appropriation period, from now until the end of the Term. 

16. Our Warranty. We warrant that the Evidence'com Services will perform materially in accordance with the Documentation, will be
performed in ailmer and professional manner by quali?ed persons with the technical skills, training, and experience to perform the
Evidencecom Services, and (0) will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. All
warranties orguarantees given or made by us with respect to the Evidencecom Services are solely for the bene?t 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 EVIDENCECOM SERVICES ARE PROVIDED WE AND OUR AND LICENSORS MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE THAT THE
EVIDENCECOM SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE UR 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 EVIDENCECOM SERVICES MEET YOUR REQUIREMENTS. EXCEPT AS
PROVIDED IN SECTION 15(a), TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AND LICENSORS DISCLAIMALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, 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 EVIDENCECOM SERVICES IS IN ACCORDANCE
WITH APPLICABLE LAW. YOU ARE SOLELY RESPONSIBLE FOR: (A) ALL DATA BEFORE IT IS UPLOADED TO THE EVIDENCECOM
(B) CONFEGURING AND SETTING UP ANY HARDWARE OR NETWORKS THAT YOU CONNECT TO THE EVIDENCECOM
(C) YOUR NETWORKS AND HOW THEY MAY INTERACT WITH THE HARDWARE, SOFTWARE, OR EVIDENCECOM
AND (D) ANY SECURITY SETTINGS YOU ESTABLISH TO INTERACT WITH OR ON THE EVIDENCECOM SERVICES. WE
DISCLAIM ANY WARRANTIES OR RESPONSIBILITY FOR DATA CORRUPTION OR ERRORS BEFORE THE DATA IS UPLOADED TO
THE EVIDENCECOM SERVICES.

indemnification. This Section states the indemnifying party?s sole liability to, and the indemnified party's exclusive remedy against, the
other party for any type of claim specified below.

a. Indemnification by Us. We will defend, indemnify, and hold you harmless, and each of your respective employees, officers,
directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys?

 

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fees) arising out of or relating to any: acts or omissions of us or our subcontractors or anyone directly or indirectly employed by any of them
or anyone for whose acts arising out of or related to this Agreement any of them may be liable, save and except for damage or injury caused
solely by the negligence of you or your agents, officers, or empioyees: and third~pariy ciaim alleging that. the use of the Evidencecom
Services as permitted under this Agreement Infringes or mlsapproprlates the intellectual property rights of a third party. You must provide us
with prompt written notice. of each such claim, tender to us the defense or settlement of each such claim at our expense, and cooperate fully
with us in the defense or settlement of each such claim. If we receive notice of an alleged infringement, or If your use of the Evidencecom
Services will be prevented by permanent injunction, we may, at our sole option and expense, procure for you the right to continue using the
Evidencecom Services as provided in this Agreement, modify the Evidencecom Services so that it no longer infringes, replace in
Evidencecom Services with other services ofeq?ual or superior functional capability, refund to you all amounts paid by you to us under this
Agreement for the Evldenceccm Senrices in the 1?year period immediately preceding the ?rst event giving rise to the. claim of infringement. or
in the case of trademark infringement, instruct you to use an alternative trademark. Wehave no liability to you or any third party-ii any alleged
infringement or claim to any extent based upon: any modi?cation of the Evidencecom Services by you or any third party;
use of the Evidencecom Services in connection or in combination with equipment, devices. or services not provided by us; the use. of
Evidencecom Services other than as permitted under this. Agreement or in a manner for Which it was not intended; or the use of other than
the most currentrelease or version of any software provided by us as part of or in. connection with the Evidencecom Services. Nothing in this
Section will affect any warranties. in favor of you that are otherwise provided in or arise out of this Agreement.

b. Hold Harmless- by You. the extent permitted by your jurisdiction's local law. you will hold harmless us, our af?liates and
Iicensors, and each of their respective employees, of?cers, directors, and representatives from and against any claims. damages, tosses,
liabilities, costs, and expenses (including reasonable attorneys? fees) arising out of or relating toany third-party claim condeming?: your or
any of your end users' use of the Evidencecom Services (including any activities under your account and use by your-employees and agents);
breach of?this Agreement or violation of applicable law by you or any ofyour end users; Your Content orthe combination of Your
Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation ofthird-party
rights by Your Content or by the use. of Your Content; a dispute between you and any of your end users; or a dl'sputebenveen you and
any thirdaparty over your collection or use of Your-Content. We will notify youof any claim subjectito. this Section 

18. Limitations of Liability. WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU. FOR ANY DIRECT, IN 
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF 
USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVESED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR.
ANY OF OUR AFFILIATES OR- WILL BE RESPONSIBLE FOR ANY COMPENSATION. REIMBURSEMENT, OR DAMAGES
ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE EVIDENCECOM SERVICES, INCLUDING AS A RESULT OF ANY 
TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THEEVIDENCECOM SERVICES, (ii) OUR
DISCONTINUATION OF ANY OF THE EVIDENCECOM SERVICES, OR, WITHOUT LIMITING. ANY OTHER OBLIGATIONS,
ANY UNANTICIPATED OR. LED DOWNTIME OF ALL ORA PORTION OFTHE EVIDENCECOM SERVICES FOR ANY
REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS: OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN
CONNECTION WITH AGREEMENT OR YOUR USEOF 0R ACCESS TO THE EVIDENCECOM OR (D) ANY
UNAUTHORIZED ACCESS TO, ALTERATION OF. OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STOREANY
OF YOUR CONTENT OROTHER DATA. IN ANY CASE, WHETHER iN CONTRACT, TORT OR UNDER ANY OTHER THEORY .OF
LIABILITY, OUR AND OUR AND LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO
THE GREATER OF $100,000 OR THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE EVIDENCECOM
SERVICES THAT GAVE RISE TO. THE CLAIM. DURING THE 12 MONTHS FRECEDING THE CLAIM. -

19. Misgelianeous. .

a. Definitions.

i. "Evidencecom Services" means our web services for Evidencecom, the site, EVIDENCE software.
EVIDENCE Mobile App, Mobile App, other-software, maintenance, storage, and any other product or service provided by us
underthis Agreement. This does not Include any Third?Party Applications, hardware warranties, or the my.evidence.com services.

ii. ?Your Content", means software, data, text. audio, video, images or other content you or any of your end users run on the
Evidencecom' Services, cause to interface with the Evidenoecom Services, or upload to the Evidencecom Services under

- your account orotherwise transfer, process, use or store in- connection with your account.

?Documentation? means the user guides, quick reference guides, and other technical and operations manuals and speci?cations
for the Evidencecom Services provided by us, as that documentation maybe updated by us from time to time.

iv. "Confidential lnfonnation? means all nonpublic information disclosed by us, our affiliates, business partners or our or their
respective employees, contractors or agents that is designated by us in writing as confidential and such designation is supported by
local, state, or federal law. Confidential Information includes: nonpublic information relating to our or our-affiliates or business
partners? technology, customers, business plans. promotional and marketing activities, finances and other business affairs; third?
party information that we are obligated to keep confidential; and the nature, content and existence of any discussions or

 

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negotiations between you and us or our affiliates that is not subject to your public record laws. Confidential information does not
include any information that: is or becomes publicly available without breach of this Agreement; can be shown by
documentation to have been known to you at the time of your receipt from us; is received from a third party who did not acquire
or disclose the same by a wrongful or torttous act; or (iv) can be shown by documentation to have been independently developed by
you without reference to the Confidential information.

v. "Policies" means any Service Level Agreement, the Trademark Use Guidelines, all restrictions described on the Evidencecom site.
and any other policy or terms referenced in or incorporated into this Agreement. Policies do not inciude whitepapers or other
marketing materials.

b. Confidentiality You may use our Con?dential information only in connection with your use of the Evidencecom Services as
permitted under this Agreement. You will not disclose ourCon?dentlal information during the Term or at any time during the 5nyear period
following the end of the Term unless required to do so by a court of law orcouri order. You will take all reasonable measures to avoid
disclosure, dissemination or unauthorized Use of our Confidential Information.

c. Force Majeure. We and our affiliates not be liable for any delay or failure to perform any obilgation 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 electricai, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages,
embargoes, riots, acts or orders of government, acts of terrorism, or war. .

d. independent Contractors. The parties are independent contractors, and neither party. nor any of their respective af?liates, 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.

a. No Third-Party Beneficiaries. This Agreement does not create any third-party bene?ciary rights in any individual or entity that is not
a party to this Agreement.

f. Non-discrimination and Equai Opportunity. During the performance of this Agreement, we agree that neither we nor our
employees will discriminate against any person, whether employed by us or otherwise, on the basis of basis of race, color, reiigicn, gender,
age, national origin, handicap, marital status, or pollticai af?liation or belief. in all solicitations or advertisements for employees, agents,
subcontractors or others to be engaged by us or placed by or on behalf of us, We state all quali?ed applicants will receive consideration for.
employment without regard to race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief.

9. Other Agency Specific Requirements. During the performance of this Agreement, TASER agrees to abide by the following
additional Agency specific policies and contract requirements: 

i. San Diego Councii Policy 10004: We agree to comply with San Diego Council Policy 1130?04, which establishes that all City
contractors, including but not limited to construction contractors, consultants, grantees, and providers of goods and services
agree to comply with all applicable titles of the Americans with Disabilities Act. San Diego Council Policy 100?04, attached
hereto as Exhibit 1, is by this reference incorporated into this Agreement.

ii. San Diego Council Policy 100-17: We agree to comply with San Diego Council Policy 1004? that requires all City construction

contractors, consultants, grantees and providers of services to provide a drug?free workplace for the performance of work done
in connection with a contract held by the City. San Diego Council Policy 100-17, attached hereto as Exhibit 2, is by this
reference incorporated into this Agreement. 

Compliance with the City of San Diego?s Equal Employment Opportunity Outreach Program: We shall comply with the
requirements of the City?s Equal Employment Opportunity Outreach Program as described in San Diego Municipal Code
(SDMC) sections 22.2701 through 22.2708. We shall not discriminate against any employee or applicant for employmenton any
basis prohibited by law. We shall provide equal opportunity in all employment practices. We shaii ensure that our subcontractors
comply with the City?s Equal Employment Opportunity Outreach Program requirements. Nothing in this Section shall be

. interpreted to hold TASER liable for any discriminatory practice of its subcontractors.

iv. NonnDiscrimlnation Clause: We shall not discriminate on the basis of race, gender, religion, nationai origin, ethnicity, sexual
orientation, age, or disability in the solicitation, selection, hiring or treatment of subcontractors, vendors or suppliers. We shall
provide equal opportunity for subcontractors to participate in subcontracting opportunities. We understand and agree that
violation of this clause shall be considered a material breach of the Agreement and may result in contract termination,
debarment, or other sanctions. Contracts between TASER and any subcontractors, vendors, and suppliers shall contain this
language.

v. Compliance investigations: Upon the City?s request, TASER agrees to provide to the City, within 60 calendar days, a truthful
and complete list of the names of all subcontractors, vendors and suppliers that TASER has used in the past ?ve years on any
of its contracts that wereunciertaiten within San Diego County, including the total dollar amount paid by TASER for each
subcontract or supply contract. TASER further agrees to fully cooperate in any investigation conducted by the City pursuant to

 

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the City's Nondiscrimination in Contracting Ordinance as described in San Diego Municipal Code sections 22.3501 through
22.3517. TASER understands and agrees that violation of this clause shall be considered a material breach of the Agreement
and may result in remedies being ordered against TASER up to and including contract termination, debannent, and other
sanctions for violation of the provisions oithe Nondiscrimination in Contracting Ordinance. TASER further understands and
agrees that the procedures, remedies and sanctions provided for in the Nondiscrimination in Contracting Ordinance apply only
to violations of said Nondiscrimination in Contracting Ordinance. To the extent authorized by local, state or federal law, City
agrees to maintain the con?dentiality of any competitive trade secrets disclosed in the course of any investigations undertaken

pursuant to this Section.
vi. Equal Benefits Ordinance: The City contracts only with contractors offering the same employment bene?ts to employees with
spouses and employees with domestic partners. agrees to comply with San Diego Municipal Code sections 22.4301

through 22.4308.

h. U.S. Government Rights. The Evidencecom Services are provided to the US. Government as "commercial items," ?commercial
computer software,? ?commercial computer software documentation,? and ?technical data" with the same rights and restrictions generally
applicable to the Evidencecom Services. if you are using the Evidenceccm Services on behalf of the US. 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
Evidencecom Services. The terms "commercial item" ?commercial computer software," "commercial computer software documentation,? and
?technical data" are de?ned in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

i. import and Esport Compliance. in connection with this Agreement. each party will comply with all applicable import, reimport,
export. and revexport control laws and regulations, including the Export Administration Regulations, the International Traf?c in Arms
Regulations, and economic sanctions programs implemented by the US. Office of Foreign Assets Control. You are solely
responsible for compliance related to the manner in which you choose to use the Evidencecom 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.

j. Assignment. Neither party may assign or otherwise 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 underthis Agreement without your consent for financing purposes, in connection with a merger, acquisition or sale of all or
substantially all of our assets, to as part of a corporate reorganization. or to a subsidiary corporation. Subject to the foregoing, this
Agreement will be binding upon, and inure to the benefit of the parties and theirrespective successors and assigns.

it. No Waivers. The failure by either party to enforce any provision of this Agreementwill 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.

I. Severabitity. This Agreement is contractual and not a mere recital. if any portion of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect and intent of the original portion. if such construction is not possible, the invalid or unenforceable portion will be severed
from this Agreement but the rest of the Agreement will remain in full force and effect.

m. Governing Law; Venue. The laws of the state where you are physically located, without reference to con?ict of law rules, govern
this Agreement. and any dispute of any sort that might arise between the parties. The United Nations Convention for the international Sale of
Goods does not apply to this Agreement. 

n. Notices. All communications and notices to be made orgiven pursuant to this Agreementmust be in the English language.

i. To You. We may provide any notice to you under this Agreement by: posting a notice on your speci?c agency
site; or (ii) sending a message to the email addressies) then associated with your account. Notices we provide
by posting on your 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
when we send the email, whether or not you actually receive the email.

it. To Us. To give us notice under this Agreement, you must contact us: by email transmission to
evidencecontracts@taser.com; or (ii) by personal delivery, overnight courier or registered or codi?ed mail to TASER
International, inc., ATTN: Evidence Contracts, 17800 N. 85ih Street, Scottsdale, Arizona 85255. We may update the email or
address for notices to us by posting a notice on your Evidencecom site. Notices provided by personal delivery will be effective
immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent.
Notices provided registered or certified mail will be effective 3 business days after they are sent. 

o. Entire Agreement. This Agreement, including the Policies and the Quote provided by TASER. is the entire agreement between you
and TASER regarding the Evidencecom 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 orfeatures nor dependent on any oral or written

 

?l?ille: Hector Service Agreement
Department: Lentil
Version: 4.0 I ?1n? 3
Release Date: 1' 1
Page 6 of 7

 

TASER Master Service Agreement

- !l 

 

public comments made by us regarding luture functionality or features of the Evidencecom Services. We will not be bound by. and speci?cally
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, con?rmation. correspondence or other
document. No modi?cation 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 con?ict.

p. Voluntary Agreement. This Agreement was negotiated and executed voluntarily and is not the result of duress. fraud. undue
in?uence or any threat of any kind. All parties had the opportunity to read and consider this Agreement. to consult with counsel. and fully
understand the Agreement.

q. Time is of the Essence. Time is of the essence in connection with all matters and obligations pertaining to this Agreement.

r. Counterparts. If this Agreement from requires the signatures of the parties. then this Agreement may be executed in any number of
counterparts. each of which will be considered an original for all purposes, and all of which. when taken together. constitute one and the same

Agreement.

Miler 1


TASER EWW ?gency Name: Eityqf'san Diego?-A
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Title: 1 Title: (mg; of: norms

Signature Date: tic: fact {is} Signature Date: Mug; leis!

Address: Address:

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By: 
Scott Chadwick. Chief Operating Of?cer

APPROVED AS TO FORM AND LEGALITY:
JAN l. City Attorney

 
   
  

   
 

   
   

  

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Linda L. Peter. DB

By:

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[Document revised 12-11-2013; APPROVED BY TASER LEGAL 1-03-2014]

'Protect Life' and are trademarks of TASEH international. Inc, and and Airtth are registered trademarks ol TASER lntemaliorial. Inc. registered in the US All rights
reserved. a 2013 International. Inc.

 

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(D Master Service Agreement

 

TASER International, inc. or and City of San Diego, CA (?Agency," "your," or "you") agree to accept and be bound by

the following terms and conditions effective fi?l an? {.57 2014 (?Effective Date?):

1. Access Rights. Upon the purchase or granting of a subscription from TASER and your opening of an Evidencecom account you will
have access and use of the Evidencecom Services and Your Content during the subscription term You and each of your end users
agree to adhere to this Agreement and all laws, rules, regulations and policies applicable to your use of the Evidencecom Services. if you
become aware of any violation of this Agreement by an end user, you will immediately terminate that end user's access to Your Content and
the Evidencecom Services.

2. You Own Your Content. You control and own all right, title, and interest in and to Your Content and we obtain no rights to Your Content.
You consent to our limited access to Your Content solely for the purpose of providing and supporting the Evidencecom 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 orthe
Evidencecom Services will violate this Agreement or applicable laws. 

3. Evidence.com Data Security. 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 Information Security Program that includes
logical and physical access management, vulnerability management, configuration management, incident monitoring and response, security
education, risk management and data protection. You are responsible for maintaining the security of the 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 intemal use
only and you may not seli, 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 orYour Content.
You will contact us immediately if you believe an unauthorized third party may be using your account or Your Content or if your account
information is lost or stolen.

4. Our Support. We will make available to you updates as released by us to the Evidencecom Services. Updates may be provided
electronically via the lntemet or via media CD-ROM) as determined solely by us. It is your responsibility to establish and maintain
adequate access to the internet 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 would pose a security or intellectual property issue, is
economically or technically burdensome, or is needed to comply with the iaw or requests of governmental entities). You are responsible for
maintaining the computer equipment and lntemet connections necessary for your use of the Evidencecom Services.

5. Data Privacy. 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 ?le an? objection
with the court or administrative body. You agree to allow us access to certain information from you in order to: performtroubleshooting
services for your account at your request or as part of our regular diagnostic screenings; enforce our agreements or policies governing your
use of Evidencecom Services; or perform analytic and diagnostic evaluations of the systems. Our privacy policy is currently referenced at
as it may be updated by us from time to time.

6. Data Storage. We will determine the locations of the data centers in which Y0ur 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 Evidencecom 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 parties responsible for storage of Your Content are contracted by us for data storage services.
Ownership of Your Content remains with you.

7. Fees and Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional and
users, prorated for the duration of the Term. Additional end user accounts wili terminate on the same date as the pre-existing subscriptions.
You are responsible for paying all subscription fees and applicable taxes and duties for Evidencecom Services. Unless otherwise speci?ed by
us, all fees for Evidencecom Services are due and payable net 30 days for approved credit. Except as otherwise stated in this Agreement,
payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or
withholding unless a dispute as to cost exists. We reserve the right to charge additional fees for you exceeding your purchased storage
amounts or for assistance in the downloading or exporting of Your Content. We may charge you interest at the rate of 1.5% per
month (or the highest rate permitted by law, if less) on all late payments.

8. Suspension of Evidencecom Services. We may suspend your or any end user's right to access or use any portion or all of the
Evidencecom Services immediately upon notice to you if we reasonably determine: 

a. Your or an end user?s use of or registration for the Evidencecom Services poses a security risk to the Evidencecom Services or
any third party, (ii) may adversely impact the Evidencecom Services or the systems or content of any other customer, may subject us, our
affiliates, or any third party to liability, or (iv) may be fraudulent;

b. You are, or any end user is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than
45 days; or

c. You have become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

If we suspend your right to access or use any portion or all of the Evidencecom Services, you remain responsible for all fees and charges

Title: EVIDENCECOIH Master Service Agreement!
Department Legal
Version: it)

I 3 
ease a Page 1 0f 7

 

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LIFE

 

incurred through the date of suspension without any credits for any period of suspension. We wili not delete any of Your Content on
Evidencecom as a result of your suspension, except as speci?ed elsewhere in this Agreement.
9. Term.

a. Subscription Term. The start date of the Term of this Agreement be determined based upon the shipment date of any hardware
ordered as authorized by you in a signed Quote or purchase order and will remain in effect for the subscription Term agreed to in the Quote or
purchase agreement together with any renewal Terms until terminated as provided in this Agreement. if the hardware is shipped in the ?rst half
of a month, then the Term starts on the of the foliowing month. if the hardware is shipped in the last half of a month, then the Term begins
on the 15?1 of the following month. if no hardware is purchased, then the Term will begin on the ?rst of the month following the Effective Date of
the Agreement. This Agreement automatically renews for additional successive Terms of one (1) year each after the compietion 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. The Term of
this Agreement may not exceed five years.

b. Free Trial Term. ifyou signed up for a free trial, you are granted a limited nonexclusive license to use the Evidencecom Services
for the term of the free trial period (?Trial Term"). Upon the expiration of the Trial Term you must purchase the Evidencecom Services to
continue to use the Evidencecom Services to access Your Content.

c. Free Lite Account. if you signed up for a free Evidencecom Lite account, you are granted a iimited non-exclusive
license to use the Evidencecom Lite Services. Your use of the Evidencecom Lite Services is not limited to a speci?c term and you may
cancel your Evidencecom Lite account and download Your Content at any time. Evidencecom Lite allows users to manage their conducted

electrical weapon (CEW) ?ring logs and TASER CAM data.

10. Terminatibn.
a. Termination for Convenience. We may terminate this Agreement for any reason by providing you 30 days advance notice. in the

event that we terminate this Agreement under this Section we will issue you a refund of any prepaid amounts on a prorated basis.

b. Termination for Cause.

i. By Either PaLty. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any
materiai default or breach of this Agreement by the other party, unless the. defaulting party has cured the material default or breach
within the 30Aday notice period. in the event that you terminate this Agreement under this Section and we failed to cure the material
breach or default, we wilt issue you a refund of any prepaid amounts on a prorated basis.

ii. By Agency. You are obiigated to pay the fees under this Agreement as may lawfuliy be made from funds budgeted and appropriated
for that purpose during your then current ?scal year. in the event that sufficient funds will not be appropriated 'or are not otherwise
legally available to pay the fees required under this Agreement, this Agreement may be terminated by you. You agree to deliver
notice of termination under this Section 10(b)(ii) at least 30 days prior to the end of the then current ?scal year.

0. Effect of Termination. Upon any termination of this Agreement: your rights under this Agreement immediateiy terminate; 
you remain responsible. for all fees and charges you have incurred through the date of termination; and Sections 2, 54', 11, 12 (except the
license granted to you in Section 12). 13, and 15-49 will continue to apply in accordance with their terms.

11. Return of Your Content.

a. During the Term. You can retrieve and download Your Content at any time during the Term.

b. After Termination. We will not delete any of Your Content as a result of a termination during the 90 days following termination.
During this 90-day period you may retrieve Your Content only if you have paid all amounts due (there be no application functionality of the
Eviden'cecom 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 Evidencecom 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 legaiiy prohibited, delete all of Your Content stored in the Evidencecom
Services.

c. Post-Termination Assistance. We will provide you with the same post-termination data retrieval assistance that we generally make
available to all customers. Requests that we provide additional assistance to you in downloading or transferring Your Content will result in
additional fees from us and we will not warranty or guarantee data integrity or readability in the externai system.

12. iP Rights. We or our iicensors own and reserve all right, title, and interest in and to the Evidencecom Services and related software.
Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensabie, non?transferrabie license to
access and use the Evidencecom Services solely in accordance with this Agreement during the Term. We own ail right, title, and interest in
and to the Evidencecom Services, including without limitation all intellectual Property Rights. If you or your end users provide any suggestions
to us for enhancements or improvements, we wilt own all right, title, and interest 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 con?dential. 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. 

13. License Restrictions. Neither you nor any of your end users may use the Evidencecom 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; permit any third party to
access the Evidencecom Services except as permitted in this Agreement; modify, alter, tamper with, repair, or otherwise create derivative

Title: Master Service Agreement
Dopa?munt: Legal
Version: al.ll

Release Date: 1:!!11l2ii1] Page 2 Of 7

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mega



 

works of any of the Evidencecom Services; 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 Evidencecom Services, or allow any others to do the same; 
access or use the Evidencecom Services in a way intended to gain unauthorized access, avoid fees or exceeding usage limits or
quotas; copy the Evidencecom Services in whole or part, except as expressly permitted in this Agreement; use trade secret information
contained In the Evidencecom Services, except as expressly permitted in this Agreement; (9) resell, rent, loan, or sublicense the
Evidence.com Services; access the Evidence.com Services In order to build a competitive product or service or copy any features,
functions, or graphics of the Evidencecom Services; remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of ours or our Ilcensors on or within the Evidencecom Services or any copies of the Evidencecom Services;
or use the Evidencecom Services to store or transmit infringing, libelous, or otherwise unlawful or tortlous 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 ofour affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual
property infringement claim regarding any Evidencecom Services you have used. You may only use our trademarks in accordance with the
TASER Trademark Use Guidelines (located at wwaASERcom).

14. Third-Party Products and Services. No purchase of third-party products or services is required to use the Evidencecom Services. Any
acquisition by you of third-party products or services and any exchange of data between you and any third-party provider, is solely between
you and the applicable third~party provider. We do not warrant or support third?party products or services, whether or not they are designated
by us as ?certified? or otherwise, except as speci?ed in a Quote. If you install or enable Third~Party Applications for use with Evidencecom
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 Evidencecom Services. We are not responsible for any disclosure, modi?cation or
deletion of Your Content resulting from any access by Third-Party Application providers.

15. Representations by You. You represent and warrant to us that: 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; all legal requirements have been met, and procedures have been followed, including public bidding, it
legally required, in order to ensure the enforceability of this Agreement; If you are a government agency, that the Evidencecom Services
will be used by you only for governmental or proprietary functions consistent with the scope of your authority and will not be used in a trade or
business of any person or entity, by the federal government or for any personal, family or household use; and If you are a government
agency, you have funds available to pay until the end of its current appropriation period, and you intend to request funds to make payments in
each appropriation period, from now until the end of the Term. 
16. Our Warranty. We warrant that the Evidencecom Services will perform materially In accordance with the Documentation, will be
performed in a timely and professional manner by qualified persons with the technical skills, training, and experience to perform the
Evidencecom Services, and will not infringe or mis'appropriate any patent, copyright, trademark, or trade secret rights of any third party. Ali
warranties or guarantees given or made by us with respect to the Evidencecom Services are solely for the bene?t 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 EVIDENCECOM SERVICES ARE PROVIDED WE AND OUR AFFILIATES AND LICENSORS MAKE NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE THAT THE
EVIDENCECOM 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 EVIDENCECOM SERVICES WILL MEET YOUR REQUIREMENTS. EXCEPT AS
PROVIDED IN SECTION 15(a), TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, 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 EVIDENCECOM SERVICES IS IN ACCORDANCE
WITH APPLICABLE LAW. YOU ARE SOLELY RESPONSIBLE FOR: (A) ALL DATA BEFORE IT IS UPLOADED TO THE EVIDENCECOM
(B) CONFIGURING AND SETTING UP ANY HARDWARE OR NETWORKS THAT YOU CONNECT TO THE EVIDENCECOM
(C) YOUR NETWORKS AND HOW THEY MAY INTERACT WITH THE HARDWARE, SOFTWARE, OR EVIDENCECOM
AND (D) ANY SECURITY SETTINGS YOU ESTABLISH TO INTERACT WITH OR ON THE EVIDENCECOM SERVICES. WE
DISCLAIM ANY WARRANTIES OR RESPONSIBILITY FOR DATA CORRUPTION OR ERRORS BEFORE THE DATA IS UPLOADED TO

THE EVIDENCECOM SERVICES.
17. Indemnification. This Section states the indemnifying party's sole liability to, and the Indemni?ed party?s exclusive remedy against, the

other party for any type of claim specified below.
a. Indemnification by Us. We will defend, Indemnity, and hold you harmless, and each of your respective employees, of?cers,

directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (Including reasonable attorneys?

 

Title: Master Service Agreement

Department: Legal

Version: 4.0 .

Release Date: 13102013 I
Page 3 of 7 i

 Master Service Agreement

 

 

fees) arising out of or relating to any: acts or omissions of us or our subcontractors or anyone directiy or indirectly employed by any of them
or anyone for whose acts arising out of or related to this Agreement any of them may be liable, save and except for damage or injury caused
solely by the negligence of you or your agents, of?cers, or employees; and third-party claim alleging that the use of the Evidencecom
Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. You must provide us
with prompt written notice of each such claim, tender to us the defense or settlement of each such claim at our expense, and cooperate fully
with us in the defense or settlement of each such claim. If we receive notice of an alleged infringement, or if your use of the Evidencecom
Services will be prevented by permanent injunction, we may, at our sole option and expense, procure for you the right to continue using the
Evidencecom Services as provided in this Agreement, modify the Evidencecom Services so that it no longer infringes, replace the
Evidencecom 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 Evidencecom Services in the 1wyear 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 upon: any modification of the Evidencecom Services by you or any third party;
use of the Evidencecom Services in connection or in combination with equipment, devices, or services not provided by us; the use of
Evidencecom Services other than as permitted underthis Agreement or in a manner for which it was not intended; or 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 Evidencecorn Services. Nothing in this
Section will affect any warranties in favor of you that are othenvise provided in or arise out of this Agreement.

b. Hoid Harmless by You. To the extent permitted by your jurisdiction?s local law, you will hold harmless us, our affiliates and
Iicensors, and each of their respective employees, of?cers, directors, and representatives from and against any claims, damages, losses,
liabilities, costs, and expenses (including reasonabie attomeys? fees) arising out of or relating to any third-party ciaim concerning: your or
any of your end users' use of the Evidencecom Services (including any activities under your account and use by your empioyees and agents);
breach of this Agreement or violation of applicable law by you or any of your end users; (0) Your Content or the combination of Your
Content with otherappiications, 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; a dispute between you and any of your end users; or a dispute between you and
any third-party over your collection or use of Your Content. We will notify you of any claim subject to this Section 17(b).

18. Limitations of Liability. WE AND OUR AFFILIATES OR LICENSORS NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL,
USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR
ANY OF OUR AFFILIATES OR LICENSORS BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES
ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE EVIDENCE.COM SERVICES, INCLUDING AS A RESULT OF ANY 
TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE EVIDENCE.COM SERVICES, (ii) OUR
DISCONTINUATION OF ANY OR ALL OF THE EVIDENCE.COM SERVICES, OR, WITHOUT LIMITING ANY OTHER OBLIGATIONS.
ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE EVIDENCE.COM SERVICES FOR ANY
REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER (B) THE COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN
CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE EVIDENCE.COM OR (D) ANY
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY
OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF
OUR AND OUR AND AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO
THE GREATER OF $100,000 OR THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE EVIDENCE.COM
SERVICES THAT GAVE RISE TO THE CLAIM THE 12 MONTHS PRECEDING THE CLAIM.

19. Miscellaneous.

Definitions.
i. ?Evidencecom Services" means ourweb services for Evidencecom, the site, EVIDENCE software,

EVIDENCE Mobile App, 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.

ii. ?Your Content" means software, data, text, audio, video, images or other content you or any of your end users run on the
Evidencecom Services, cause to interface with the Evidencecom Services, or upload to the Evidencecom Services under
your account or otherwise transfer, process, use or store in connection with your account.

?Documentation? means the user guides, quick reference guides, and other technicai and operations manuals and speci?cations
for the Evidencecom Services provided by us, as that documentation may be updated by us from time to time.

iv. ?Confidential Information" means all nonpublic information disclosed by us, our af?liates, business partners or our or their
respective employees, contractors or agents that is designated by us in writing as confidentiai and such designation is supported by
local, state, or federal law. Confidential Information includes: nonpublic information relating to our or our affiliates or business
partners' technology, customers, business plans, promotional and marketing activities, ?nances and other business affairs; third-
party information that we are obligated to keep con?dential; and the nature, content and existence of any discussions or

Title: Master Service Agreement.
Department: Legal

ALI)
Rntease Date: 1211 
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negotiations between you and us or our affiliates that is not subject to your public record laws. Confidential Information does not
include any information that: is or becomes publicly available without breach of this Agreement; (it) can be shown by
documentation to have been known to you at the time of your receipt from us; 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 Con?dential information.

v. ?Policies? means any Service Level Agreement, the Trademark Use Guidelines, all restrictions described on the Evidencecom site,
and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other

marketing materials.
Confidentiality. You may use our Confidential Information only in connection with your use of the Evidencecom Services as

permitted under this Agreement. You will not disclose our Con?dential Information during the Term or at any time during the 5-year period
following the end of the Term unless required to do so by a court of law or court order. You will take all reasonable measures to avoid

disclosure, dissemination or unauthorized use of our Confidential information.
c. Force Majeure. We and our af?liates will not be liable for any delay or failure to perform any obligation under this Agreement where

the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial
disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages,

embargoes, riots, acts or orders of government, acts of terrorism, or war.
d. independent Contractors. The parties are independent contractors, and neither party, nor any of their respective af?liates, is an
agent of the other forany purpose or has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture,

agency, ?duciary, or employment relationship between the parties.
a. No Third-Party Beneficiaries. This Agreement does not create any third-party bene?ciary rights in any individual or entity that is not

a party to this Agreement.
f. Non-discrimination and Equal Opportunity. During the performance of this Agreement, we agree that neither we nor our

employees will discriminate against any person, whether employed by us or otherwise, on the basis of basis of race, color, religion, gender,
age, national origin, handicap, marital status, or political af?liation or'belief. in all solicitations or advertisements for empioyees, 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 af?liation or belief.

9. Other Agency Specific Requirements. During the performance of this Agreement, TASER agrees to abide by the following

additional Agency specific policies and contract requirements:
E. San Diego Council Policy 100?04: We agree to comply with San Diego Council Policy 100-04, which establishes that all City

contractors, including but not limited to construction contractors, consultants, grantees, and providers of goods and services
agree to comply with all applicable titles of the Americans with Disabilities Act. San Diego Council Policy 100-04, attached

hereto as Exhibit 1, is by this reference incorporated into this Agreement.
ii. San Diego Council Policy 100-17: We agree to comply with San Diego Council Policy 100-17 that requires all City construction

contractors, consultants, grantees and providers of services to provide a drug-free workplace for the performance of work done
in connection with a contract held by the City. San Diego Council Policy 100-17, attached hereto as Exhibit 2, is by this
reference incorporated into this Agreement.

Compliance with the City of San Diego's Equal Employment Opportunity Outreach Program: We shall comply with the
requirements of the City?s Equal Employment Opportunity Outreach Program as described in San Diego Municipal Code
(SDMC) sections 22.2701 through 22.2708. We shall not discriminate against any employee or applicant for employment on any
basis prohibited by law. We shall provide equal opportunity in all employment practices. We shall ensure that our subcontractors
comply with the City's Equal Employment Opportunity Outreach Program requirements. Nothing in this Section shall be
interpreted to hoid TASER liable for any discriminatory practice of its subcontractors.

iv. Non~Discrimination Ciause: We shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual
orientation, age, or disability in the solicitation, selection, hiring or treatment of subcontractors, vendors or suppliers. We shall
provide equal opportunity for subcontractors to participate in subcontracting opportunities. We understand and agree that
violation of this clause shall be considered a material breach of the Agreement and may result in contract termination,
debarment, or other sanctions. Contracts between TASER and any subcontractors, vendors, and suppliers shall contain this
language.

v. Compliance Investigations: Upon the City's request, TASER agrees to provide to the City, within 60 calendar days, a truthful
and complete list of the names of all subcontractors, vendors and suppliers that TASER has used in the past ?ve years on any
of its contracts that were undertaken within San Diego County, including the total dollar amount paid by TASER for each
subcontract or supply contract. TASER further agrees to fully cooperate in any investigation conducted by the City pursuant to

 

 

Title: Master Service Agreement
Department: Legal
Version: 4 ti

Release Daze: 12? 112013 Page 5 of 7 

         



 Master Service Agreement

lf'E-i

 

the City's Nondiscrimination in Contracting Ordinance as described in San Diego Municipal Code sections 22.3501 through
22.3517. TASER understands and agrees that violation of this clause shall be considered a material breach of the Agreement
and may result in remedies being ordered against TASER up to and including contract termination, debarment, and other
sanctions for violation of the provisions of the Nondiscrimination in Contracting Ordinance. TASER further understands and
agrees that the procedures, remedies and sanctions provided for in the Nondiscrimination in Contracting Ordinance apply only
to violations of said Nondiscrimination in Contracting Ordinance. To the extent authorized by local, state or federal law, City
agrees to maintain the confidentiality of any competitive trade secrets disclosed in the course of any investigations undertaken

pursuant to this Section.
vi. Equal Benefits Ordinance: The City contracts only with contractors offering the same employment bene?ts to employees with

spouses and employees with domestic partners. TASER agrees to comply with San Diego Municipal Code sections 22.4301

through 22.4308.

h. U.S. Government Rights. The Evidencecom Services are provided to the US. Government as "commercial items," "commercial
computer software," ?commercial computer software documentation," and "technical data" with the same rights and restrictions generally
applicable to the Evidencecom Services. if you are using the Evidencecom Services on behalf of the US. Government?and these terms fail to
meet the U.S. Government's needs or are inconsistent in any respect with federal law, you immediately discontinue your use of the
Evidencecom Services. The terms ?commercial item" ?commercial computer software," "commercial computer software documentation,? and
"technical data" are de?ned in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation SUpplement.

i. Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import,
export, and re-export control laws and regulations, including the Export Administration Regulations, the international Traf?c in Arms
Regulations, and country-Speci?c economic sanctions programs implemented by the US. Office of Foreign Assets Control. You are solely
responsible for compliance related to the manner in which you choose to use the Evidencecom 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.

j. Assignment. Neither?party may assign or otherwise 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 is) for ?nancing purposes, in connection with a merger, acquisition or sale of all or
substantialiy all of our assets, (0) to as part of a corporate reorganization, or 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.

it. 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. Ali waivers by a party must be in writing and sent in accordance with
this Agreement to be effective.

l. This Agreement is contractual and not a mere recital. if any portion of this Agreement is held to be invalid or
unenforceable, the remaining portions of this Agreement remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect and intent of the original portion. if such construction is not possible, the invalid or unenforceable portion will be severed
from this Agreement but the rest of the Agreement wiil remain in fuli force and effect.

m. Governing Law; Venue. The laws of the state where you are physicain iocated, without reference to con?ict of law rules, govern
this Agreement and any dispute of any sort that might arise between the parties. The United Nations Convention for the international Sale of
Goods does not apply to this Agreement.

n. Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English ianguage.

i. To You. We may provide any notice to you under this Agreement by: posting a notice on your speci?c agency
site; or (ii) sending a message to the email address(es) then associated with your account. Notices we provide
by posting on your site will be effective upon posting and notices we provide by email 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
when we send the email, whether or not you actually receive the email.

ii. To Us. To give us notice under this Agreement, you must contact us: by email transmission to
evidencecontracts@taser.com; or (if) by personal delivery, overnight courier or registered or certi?ed mail to TASER
internationai, ATTN: Evidence Contracts, 17800 N. 85'? Street, Scottsdale, Arizona 85255. We may update the email or
address for notices to us by posting a notice on your Evidencecom site. Notices provided by personai 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 certi?ed mail wifl be effective 3 business days after they are sent.

0. Entire Agreement. This Agreement, including the Policies and the Quote provided by TASER, is the entire agreement between you
and TASER regarding the Evidencecom 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

 

Title: Muster Service Agreement
Deparlrnanl: Legal
Version: 4.0

I '5 I.) i IZIHHUVJ
ease as Page60f7

 

Master Service Agreement

   



 

public comments made by us regarding future functionality or features of the Evidencecom Services. We will not be bound by, and speci?cally
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, con?rmation, correspondence or other
document. No modi?cation or amendment of any portion of this Agreement will be effective unless in writing and signed by the parties to this
Agreement. if we provide a translation of the English language version of this Agreement, the English language version of the Agreement will
control if there is any conflict.

p. Voluntary Agreement. This Agreement was negotiated and executed voluntarily and is not the result of duress, fraud, undue
in?uence or any threat of any kind. All parties had the opportunity to read and consider this Agreement, to consult with counsel, and fully
understand the Agreement.

q. Time is of the Essence. Time is of the essence in connection with all matters and obligations pertaining to this Agreement.

r. Counterparts. If this requires the signatures of the parties, then this Agreement may be executed in any number of
counterparts, each of which will be considered an original for all purposes, and all of which, when taken together, constitute one and the same

 

  

 

      

 

 

 

 

 

 

 

 

 

 

 

Agreement.
ASER internati 'nalfnc. Agenc??ame: City of San Diego, CA
By:  7V,     By: -  
Name: I ef?gy gr Name: gnu: tense) 
Title:  teams-t" {Levee-es? Title: :90 is re" is r:
Signature Date: 5,915; at jj?f Signature Date: as,? 9?
i 3?

Address: Address:
17800 N. 85th Street - zero I :3 facetaw+?
Scottsdale, AZ 85050 :55 o, (a ,4

ounsel ?714* i 

Attn: Gene 
Email: it  a

   
 

 

By:

 

Scott 0% Chief o?perettrt?g orrtcer

APPROVED AS TO FORM AND LEGALITY:
JAN l, GOLDSMITH, City Attorney

 

 

 

[Document revised 12-11-2013; APPROVED BY TASER LEGAL 1-03-2014]

'Protect Life' and are trademarks of TASER lntemational, inc., and and AXON are registered trademarks of TASER international, lnc., registered in the US. All rights
reserved. 2013 TASER international, Inc.

 

fills: EVIDENCECDIH Master Service Agreement
Department: Legal

Version: 4.0
Date: 1211lr2?11!
Page 7 of 7

Title: Tit?i BER Internati-enai, Inefs Sales Terms and {auditisns Direct Eat-es ts End User Purchasers
[isgartmen? Legs!

lli?isirsi-ciri: as

Release Date: 

 

TASER International,  nc.?s Sales Terms and Conditions
for Direct Sales to End User Purchasers
(Effective November 22, 2013)

CITY OF SAN DIEGO, CA

These Sales Terms and Conditions apply to your purchase of all TASER International, inc. 
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 accept and are
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 not be 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 Citizen Products.

Exchanges for TASER Citizen Products. The citizen model products that are unopened and still in
their sealed package may be returned or exchanged within 15 days from the date of receipt of the
product for a credit or a refund of the purchase price paid, less shipping and handling, and any
applicable restocking fees. Any product returned to TASER without prior authorization from us will be
considered an unauthorized return, and you will not receive credit for the product and we will not ship
the product back to you. Unless the product is defective or the return is a direct result of our error, we
may charge a restocking fee of up to 15% of the purchase price paid, plus any applicable sales tax.

To return a citizen model product, you must first go to our website, and obtain a
Return Material Authorization number before the end of the applicable return period. We will
not accept returns without an RMA number. See the Product Warranty, or contact
us at 800.978.2737 (+1.480.905.2000 for International callers) for information on how to obtain an RMA
number. You must ship the product to us within 5 days of the date that we issue the RMA number as
follows:

0 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);
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. If you fail to follow the return or exchange instructions and policies provided
by us, we are not responsible for product that is lost, damaged, modified, or otherwise processed for
disposal or resale.

Quotes. A quotation is an offer to sell, is valid only for the products and services listed on the quote at

 

TASER Page1 of3



Title: Tit SEE lnternatinnai, Sales Terms anti Eenditiens Direet Sales tn End User Purehasers
Eep?a?ment: . Legai

tiersion: 

Release Date: . 

 

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
your purchase order or other writing addressing the subject matter of the transaction, will be for your
internal purposes only and the terms and conditions contained therein will have no force or effect. If you
have not signed a quote from TASER, then yourorder is subject to cancellation by us, in our sole
discretion. We are not responsible for pricing, typographical, or other errors in any offer by us and
reserve the right to cancel any orders resulting from such errors.

Prices. The price of the products and services are set forth in the quote specifically provided to you (if
no quote was provided then the price is that set forth on our current price list or 
Prices do not include taxes, shipping, handling, insurance or other similar charges; any such charges
will be added to the price or separately invoiced unless othenrvise expressly indicated at the time of
sale.

Payment Terms. Invoices are due and payable within the time period noted on your invoice,
measured from the date of the invoice. We may invoice parts of an order separately. Where no credit
has been granted to you or where credit has been withdrawn (in our absolute discretion) or for
international sales, payment is required in full prior to shipment. Payment must be by credit card, wire
transfer, or some other prearranged payment method. If we have reasonable grounds to believe that
you will fail to comply with the payment terms or with the agreed credit terms, we are entitled to
postpone or to refuse delivery of an order.

Taxes. Unless you provide us with a valid and correct tax exemption certificate applicable to your
purchase and ship?to location, you are responsible for sales and other taxes associated with your order.

Shipping; Title; Risk of Loss. We reserve the right to make partial shipments and products may ship
from multiple locations. All shipments are FOB facility and title and risk of IOSS pass from us to
you on upon delivery to the common carrier by TASER. You are responsible for all freight charges. Any
loss or damage that occurs during shipment is your responsibility. Shipping dates are estimates only.
Delivery is typically 2?6 weeks after receipt of order or payment.

Excusable delays. We will use commercially reasonable efforts to deliver all products and services
ordered by you as soon as reasonably practicable. In the event of interruption of any delivery due to
causes beyond our reasonable control, including but not limited to force majeure, fire, labor
disturbances, riots, accidents, or inability to obtain necessary materials or components, we have the
right, in our sole discretion and upon oral or written notice to you, to delay or terminate the delivery.

Not For Resale or Export. Shipping of some our products out of the United States is restricted by
US. federal law and neither the product nor its technology can be exported out of the US. without a
validated export license issued by the US. 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

 

Q9 TASER 

Titie: TA SEE lntematienai, man?s Saies Terms Eenriitieens - [iireet Sales to: End User Purchasers
[fella ?tment; Legal

?at}

Release Rate: 11452329139

 

relevant taxes or duties. Please go to our website 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. Our current warranty provisions, warranty exclusions, release, and any
limitations of liability located at are also applicable to your purchase.

Product Warnings. See our website at for the most current product warnings.

Proprietary Information. You agree that we have and claim various proprietary rights in the hardware,
firmware, software, and the integration of ancillary materials, knowledge, and designs 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. If any provision of these Sales Terms and Conditions is found by a court of
competent jurisdiction to be invalid or unenforceable, then the remainder will have their full force and
effect and the invalid provision will be modified or partially enforced by the court to the maximum extent
permitted by law to effectuate the purpose of this agreement.

No Assignment. You may not assign this agreement nor any related order and you may not delegate
your duties under this agreement without our prior writtenconsent which will not be unreasonably
withheld. We may assign this agreement without your consent.

Entire Agreement. These Sales Terms and Conditions, along with the quote, sales order
acknowledgement, and the applicable product warranty, license and service agreement(s), constitute
the entire agreement between the parties. These Sales Terms and Conditions supersede and replace
any prior agreement or understanding between the parties, including any oral representations
concerning the subject matter of this agreement. Any prior or extrinsic representations or agreements,
with the exception of the product warranty, any service and license agreement(s), are intended to be
discharged or nullified.

Governing Law. The laws of the State of California, U.S.A. govern this transaction and agreement,
without regard to conflicts of law.

[Approved by TASER Legal 4-30-2014]

'Protect Life? and 03 are trademarks of TASER International, Inc., and TASER is a registered trademark of TASER International, lnc.,
registered in the U.S. All rights reserved. . 2013 TASER international, Inc.

 

(b TASER Page3of3

TASER International, lnc.?s Sales Terms and Conditions for the

Evidence.com Dock and AXON FlexTM and AXON Body Cameras TASER Assurance Plan (US. Only)
(Effective April 18, 2014)

 

These Sales Terms and Conditions (?Terms?) apply to your
purchase of the Evidencecom Dock, AXON flexTM
camera/AXON body camera, related accessories, and the TASER
Assurance Plan 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 (T TAP may be purchased as part
ofthe Ultimate Evidencecom License (?Ultimate License") tier, or
on a standalone basis. if TAP is purchased on a standalone basis,
purchase price does not include any initial hardware,
software and the Evidencecom 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 Evidencecom
Dock, depending on the plan purchased. TAP does not apply to
software or services offered for, by, on, or through the 
or Evidencecom websites.

To qualify to purchase TAP, you must either purchase Ultimate
Licenses for a 3-year term or purchase Evidencecom services for
at least 3 years on a standalone basis.

You may not buy more than one TAP for any one AXON camera/
Evidencecom Dock product. TAP must be purchased for all
AXON camerasl Evidencecom Docks purchased by your agency
after your agency elects to participate in TAP.

TAP Warranty Coverage. See current Hardware
Warranty, Limitations and Release for Law Enforcement CE 
Products and On-Officer Cameras?at 
(?Hardware Warranty?). TAP includes the 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 annuai fees for TAP. You may not have both an optional
extended warranty and TAP on the AXON camera/Evidencecom
Dock product.

SPARE AXON cameras. For TAP for AXON camera products,

 

1 These terms apply when you purchase TAP as a stand-alone service for
AXON camera products or Evidencecom Docks or as part of the Ultimate
License. The Ultimate License does not include TAP coverage for
Evidencecom Docks.

2 Applies to replacement for batteries which fail to function for any reason
not excluded by the Hardware Warranty.

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 of?cers 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 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 milst 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. If 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: after 3 years if you purchased
3 years of Evidencecom services/Ultimate Licenses and all TAP
payments are made; or (ii)__once after 2.5 years and once again
after 5 years if you purchased 5 years of Evidencecom
services/Ultimate Licenses and made all TAP payments. Any
products replaced within the six months prior to the 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 Evidencecom licenses for the AXON camera
products you are keeping. You may buy a new TAP for any
Upgraded Model.

TAP AXON Camera Upgrade Models. if 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
sole option. TASER makes no guarantee that the
Upgrade Model will utilize the same accessories or Evidencecom
Dock. If 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.

If you purchased Ultimate License, then TASER will upgrade the
AXON camera (and Controller if applicable), free of charge, with a i
new on?officer video camera of your choice. 

TAP Evidencecom Dock Upgrade Models. TASER will upgrade

 

?l?l?m TASER International. Inc): Salas ?farms and Conditions for ma Evidencemnm Duck and AXON Flex? and AXON Body Cameras TASER Insurance Plan (U3. Only)

Department: Legal
Vumlan: .
Run:qu Date: 

Page 1 of 2

(2Q 

 

TASER International. Inc.'s Sales Terms and Conditions for the
Evidencecom Dock and AXON Fleur"l and AXON Body Cameras TASER Assurance Plan (US. Only)
(Effective April 13, 2014}

 

the Evidencecom Dock free of charge. with a new Evidencecom
Dock with the same number of bays that is the same product or a
like product. at TASER's sole option. lfyou would like to change
product models for the Upgrade Model or add additional bays. 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.

TAP Term. The TAP Term start date is based upon the shipment
date of the hardware covered under TAP. If the shipment of the
hardware occurred in the ?rst half of the month. then the Term
starts on the 15? of the following month. if the shipment of the
hardware occurred in the second half of the month. then the Term
starts on the 151? of the following month.

TAP Termination. if an invoice for TAP is more than 30 days past
due or your agency defaults on its payments for the Evidencecom
services then TASER may terminate TAP and all outstanding
AXON product related TAPs with your agency. TASER will
provide noti?cation 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. 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. If 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.

4. You will be responsible for payment of any missed payments
due to the termination before being allowed to purchase any
future TAP.

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. If multiple purchases of AXON
camera productsiEvidencecom 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 3ft days of the invoice date.

Sales Terms. current Sales Terms and Conditions for
Direct Sales to End User Purchasers. located at
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 prior written consent. which will not be
unreasonably withheld.

Entire Agreement. These Terms. along with the quote. sales
order acknowledgement. Sales Terms and Conditions for Direct
Sales to End User Purchasers, and the applicable product
warranty. license and service agreements. constitute the entire
agreement between the parties for the purchase of the AXON
cameraiEvidence.com Dock products and TAP. These Terms
supersede and replace any prior agreement or understanding
between the parties. including any oral representations concerning
the subject matter of this agreement.

 

 

TASER Internationa? mm
By? r?l

Name: oer?"F "103160 to .3141
Title: (?rst: one emigre-a b?lcc R.
Signature Date: C31 1] i Ll

Address:
1T800 N. 35th Street
Scottsdale. AZ 35050
Attn: General Counsel
Fax: 480-905-202?
Email: IegatQtasercom

 

 

b"
By:

 

 

Name:
Title:
Signature Date:

 

Address:

 

 

 

 

 

AXON lie: is a trademark of TASER Intemetional. inc. and TASER and Q9 are registered trademarks of TASER tntemah?onal. Inc, registered in the U.S.
El 2014 TASER International. inc. All rights reserved.

 

l'tlln Tast?lrm-rlnanmal. Silo: 1m. and Con-Imus In: the lat-cl: art-d MIOH Flu" Ami ?ed! Camoru Alum-arms Plan 1th.!- OHM
to-

Q9 TAEEFI

Page 2 012