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HomeMy WebLinkAboutAgreement A-23-526 with Axon Enterprise Inc.pdf I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Agreement No. 23-526 1 AGREEMENT 2 This Service and Purchasing Agreement ("Agreement") is dated October 10, 2023 3 and is between Axon Enterprise, Inc. ("Axon" or Contractor), and the County of Fresno, a 4 political subdivision of the State of California ("County"). 5 Recitals 6 A. WHEREAS, on May 9, 2023, COUNTY's Board of Supervisors approved a Grant 7 Award/Agreement No. 15PBJA-22GG-03303-BWCX with the U.S. Department of Justice, Office 8 of Justice Programs, Bureau of Justice Assistance, for the Body-worn Camera Policy and 9 Implementation program to support Law Enforcement Agencies. 10 B. WHEREAS, COUNTY, through its Sheriff-Coroner-Public Administrator's Office 11 (SHERIFF) , has a need to provide body-worn cameras, hardware, software, data storage, data 12 maintenance and individual licensing to their sworn officers. 13 C. WHEREAS, the SHERIFF has purchased all of their TASER platforms from Axon and is 14 currently contracted under purchase and management of TASER devices, which includes 15 warranties, digital data storage and firmware management through Axon Evidence. With the 16 purchase of Axon's Body-Worn Cameras, the Sheriff's Office would benefit greatly by using the 17 same data management platform of Axon Evidence, as most of the intended sworn staff are 18 currently registered in Axon Evidence. 19 D. WHEREAS, Axon and the COUNTY are each a "Party" and collectively "Parties." This 20 Agreement governs COUNTY's purchase and uses of the Axon Devices and Services. The 21 parties therefore agree as follows: 22 Article 1 23 Contractor's Services 24 1.1 Scope of Services. The Contractor shall perform all of the services provided in 25 Exhibit A to this Agreement, titled "Scope of Services", incorporated herein by reference. 26 1.2 Compliance with Laws. Axon at its own cost, is willing and qualified to, and shall 27 comply with all applicable federal, state, and local laws and regulations in the performance of its 28 1 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 obligations under this Agreement, including but not limited to workers compensation, labor, and 2 confidentiality laws and regulations. 3 1.3 FBI CJIS/CA DOJ Compliance 4 (A) Contractor represents that its AXON Body-worn cameras and services store 5 direct Criminal Justice Information (CJI) or Personally Identifiable Information ("PII"). 6 The content is recorded by the cameras and stored within AXON Evidence and 7 related services, which may contain CJI or PII, and therefore the system is required 8 to encrypt all Sheriff data stored or transmitted. 9 (B) Contractor shall sign and submit appropriate CA DOJ CLETS (California Law 10 Enforcement Telecommunications System) forms to Sheriff's Office CLETS Coordinator 11 ("ACC") to keep on file for systems which may store CJI or PII from CLETS. 12 (C) Contractor's staff shall take Security Awareness Training according to the CA 13 DOJ required interval. Contractor's staff shall register all staff within CJISOnline.com for 14 tracking their Security Awareness Training status. 15 1.4 Background Checks 16 (A) Contractor's staff assigned to this Agreement shall pass the Sheriff's standard 17 background check (including fingerprints under FSO ORI) before entry into Sheriff's 18 facilities for installation or services. Contractor is solely responsible for providing 19 adequate staffing that meets this requirement. 20 (B) Contractor's staff who are onsite or assisting remotely are required to be 21 escorted by a Sheriff's staff member unless they have passed a standard background 22 check (including fingerprints under FSO ORI). Some Sheriff's facilities may require an 23 escort even if a background check has been passed. 24 (C) Contractor's staff who have access to unencrypted Sheriff data or encryption 25 keys to access encrypted Sheriff data stored in cloud services or on-premises which 26 may contain Criminal Justice Information (CJI) or Personally Identifiable Information (PII) 27 shall pass the Sheriff's standard background check (including fingerprints under FSO 28 ORI) before accessing any Sheriff data stored within AXON services. 2 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 (D) The Contractor shall be responsible for all costs of the Sheriff's background 2 check, including processing fees, fingerprinting, transportation, lodging and food. 3 1.5 Security and Privacy 4 (A) Contractor shall at all times use its best efforts but in no event less than current 5 industry best practices to protect the security and privacy of the System and all County 6 data where "security" is defined as protection of software and data from natural and 7 human caused hazards, and where "privacy" is defined as protection of software and 8 data from unauthorized access and manipulation. Contractor shall also assure integrity 9 of data by establishing and maintaining safeguards against the destruction, loss or 10 unauthorized alteration of County's data. Contractor shall further design the System to 11 prevent, to the greatest extent possible, security and privacy breaches, to address 12 contingencies in the event of an unavoidable security or privacy breach, and to provide 13 recovery and backup operation. 14 (B) Contractor shall comply with Exhibit E, Data Security, attached and incorporated 15 by this reference. 16 (C) If either County or Contractor becomes aware of a system security or privacy 17 breach, it shall notify the other Party thereof. Contractor will investigate reach of breach, 18 impact, root cause and remediate the cause of the breach as soon as possible, in 19 compliance with Exhibit E. Contractor shall generate a post mortem report as is 20 practical and provide to the County when available. 21 (D) In the event that the Contractor uses a new Sub-processor of County Content 22 other than Microsoft Corporation and Amazon Web Services to process County Content, 23 the Contractor shall inform County in writing of the identification details of the Sub- 24 processor and the subcontracted services. The notice shall be provided by e-mail to 25 subscribers to the New Sub-processor Notification List a minimum of 30 days prior to the 26 sub-processor processing Agency Data. County shall subscribe to the notifications 27 at Ittps://go.axon.co m/I/636291/2020-09-11/42s1s9 . Subcontracting may be carried out 28 if County does not express its opposition in writing within fifteen (15) calendar days of 3 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 receipt of the communication from the Contractor . In the event that County objects to 2 the engagement of the Sub-processor, the Contractor shall provide County in writing 3 with a description of commercially reasonable alternatives, which may include a 4 modification of the Services if necessary. 5 1.6 Disabling Code and Viruses 6 (A) Contractor shall ensure that all Automated Deliverables provided do not contain 7 any virus, Trojan horse, worm, backdoor, shutdown mechanism or similar software, code 8 or program ("malicious programs") which may have the effect of disabling, denying 9 authorized access to, damaging, corrupting or destroying any County data or any portion 10 of the System or County's other systems, networks or software. 11 (B) If either County or Contractor becomes aware of the existence of such a 12 malicious program, it shall notify the other Party thereof and Contractor shall promptly 13 remove the malicious program, repair the System and County's data, and repair any 14 other damage done by the malicious program. 15 1.7 Interfaces 16 (A) Contractor shall provide API or web service interfaces to integrate with 3rd party 17 systems and allow access to County data stored within Contractor's services as detailed 18 on Exhibit H. 19 1.8 Data Export 20 (A) In the event that County chooses to terminate Contractor services, Contractor 21 shall provide County data in a non-proprietary format. Any data uploaded shall be 22 provided in the original file format. Any associated metadata shall be provided in a flat 23 file format agreed upon by both County and Contractor at the time of export. 24 1.9 Technology Assurance Plan Contractor's services include an extended warranty 25 for the hardware called the Technology Assurance Plan, as detailed in Exhibit I, attached and 26 incorporated by this reference. 27 28 4 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 Article 2 2 County's Responsibilities 3 2.1 The County shall be responsible for use of Axon devices, breach of this Agreement 4 or violation of applicable law by County or Sheriff's end user, disputes between County and a 5 third-party over COUNTY's use of Axon devices, destruction and disposal of Axon devices at 6 County's cost, and any regulatory violations or fines, resulting from improper destruction of 7 disposal of Axon devices. 8 2.2 Online Support Platforms. Use of Axon's online support platforms (e.g., Axon 9 Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use 10 Appendix, attached as Exhibit G, attached and incorporated by this reference 11 12 Article 3 13 Compensation, Invoices, and Payments 14 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for 15 the performance of its services under this Agreement as described in Exhibit B to this 16 Agreement, titled "Compensation", incorporated herein by reference Payment obligations are 17 non-cancelable, except in accordance with Article 6, herein. The pricing for this compensation 18 is detailed in Quote Appendix (Quote Q-474445-45093-216AS), attached as Exhibit F and 19 incorporated by this reference. COUNTY is responsible for sales and other taxes. All sales are 20 final. Axon does not allow refunds or exchanges, except warranty returns or as provided by 21 state or federal law. 22 3.2 Maximum Compensation. The maximum compensation payable to the Contractor 23 under this Agreement is Two Million, Five Hundred Fifty-Nine Thousand, Five Hundred Twenty- 24 Three and 06/100 Dollars ($2,559,523.06) for the entire five (5) year term of this Agreement 25 pursuant to the Quote Appendix. 26 Axon acknowledges that the County is a local government entity, and does so with notice 27 that the County's powers are limited by the California Constitution and by State law, and with 28 notice that Axon may receive compensation under this Agreement only for services performed 5 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 according to the terms of this Agreement and while this Agreement is in effect, and subject to 2 the maximum amount payable under this section. Axon further acknowledges that County 3 employees have no authority to pay Axon except as expressly provided in this Agreement. 4 3.3 Invoices. The Contractor shall submit invoices to 5 County of Fresno, Sheriff-Coroner-Public Administrator's Office 6 2200 Fresno Street 7 Fresno, CA 93721-1703 8 Attention: Account Payables 9 Axon shall invoice upon shipment, or on the date specified within the invoicing plan 10 in Exhibit A. 11 3.4 Payment. The County shall pay each correctly completed and timely submitted 12 invoice within 45 days from receipt. The County shall remit any payment to the Contractor's 13 address specified in the invoice. 14 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and 15 expenses that are not specified as payable by the County under this Agreement. 16 Article 4 17 Term of Agreement 18 4.1 Term. This Agreement is effective on October 1, 2023 and terminates on September 19 30, 2028, except as provided in Article 6, "Termination and Suspension," below. 20 4.2 Extension. If the term of any subscription or program extends past the termination or 21 expiration of the Agreement, the terms and conditions of this Agreement shall remain in full force 22 and effect as it applies to the respective Quote(s) and will continue in effect for such order until 23 the term of such Quote(s) expires [or is terminated]. 24 Article 5 25 Notices 26 5.1 Contact Information. The persons and their addresses having authority to give and 27 receive notices provided for or permitted under this Agreement include the following: 28 For the County: 6 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 Sheriff's Captain Enforcement Patrol County of Fresno 2 2200 Fresno Street Fresno, CA 93721-1703 3 Sheriff.Payables _fresnosheriff.org Phone: (559) 600-8100 4 For the Contractor: 5 Allen Sliper Axon Enterprise, Inc. 6 17800 N. 85th St. Scottsdale, Arizona 85255 7 asliper@axon.com Phone: (858) 353-3228 8 5.2 Change of Contact Information. Either party may change the information in section 9 5.1 by giving notice as provided in section 5.3. 10 5.3 Method of Delivery. Each notice between the County and the Contractor provided 11 for or permitted under this Agreement must be in writing, state that it is a notice provided under 12 this Agreement, and be delivered either by personal service, by first-class United States mail, by 13 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable 14 Document Format (PDF) document attached to an email. 15 (A) A notice delivered by personal service is effective upon service to the recipient. 16 (B) A notice delivered by first-class United States mail is effective three County 17 business days after deposit in the United States mail, postage prepaid, addressed to the 18 recipient. 19 (C)A notice delivered by an overnight commercial courier service is effective one 20 County business day after deposit with the overnight commercial courier service, 21 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to 22 the recipient. 23 (D)A notice delivered by telephonic facsimile transmission or by PDF document 24 attached to an email is effective when transmission to the recipient is completed (but, if 25 such transmission is completed outside of County business hours, then such delivery is 26 deemed to be effective at the next beginning of a County business day), provided that 27 the sender maintains a machine record of the completed transmission. 28 7 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 5.4 Claims Presentation. For all claims arising from or related to this Agreement, 2 nothing in this Agreement establishes, waives, or modifies any claims presentation 3 requirements or procedures provided by law, including the Government Claims Act (Division 3.6 4 of Title 1 of the Government Code, beginning with section 810). 5 Article 6 6 Termination and Suspension 7 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are 8 contingent on the approval of funds by the appropriating government agency. If sufficient funds 9 are not allocated, then the County, upon at least 30 days' advance written notice to the 10 Contractor, may: 11 (A) With Contractor's written concurrence, modify the services provided by the 12 Contractor under this Agreement; or 13 (B) Terminate this Agreement. If County terminates this Agreement under section 14 6.1, County remains responsible for fees incurred prior to the effective date of 15 termination. If County terminates this Agreement under this Section 6.1, and any prepaid 16 fees have not been completely used by the date of termination. Contractor agrees to 17 refund the prorated remaining portion of prepaid fees to County within 90 days of 18 termination.lf County purchases Axon Devices for less than the manufacturer's 19 suggested retail price ("MSRP") and this Agreement terminates before the end of the 20 term, County may return Axon Devices to Contractor within 30 days of termination. 21 MSRP is the standalone price of the individual Axon Device at the time of sale. For 22 bundled Axon Devices, MSRP is the standalone price of all individual components. 23 6.2 Termination for Breach. 24 (A) Upon determining that a breach (as defined in paragraph (C) below) has 25 occurred, the non-breaching Party shall give written notice of the breach to the party in 26 breach. The written notice may suspend performance under this Agreement and must 27 provide at least 30 days for the party in breach to cure the breach. 28 8 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 (B) If the Party in breach fails to cure the breach to the non-breaching Party's 2 satisfaction within the time stated in the written notice, the non-breaching Party may 3 terminate this Agreement immediately. 4 (C) For purposes of this section, a breach occurs when a Party has: 5 (A) Obtained or used funds illegally or improperly; 6 (B) Failed to comply with any part of this Agreement; 7 (C) In the case of the Contractor, submitted a substantially incorrect or 8 incomplete report to the County; or 9 (D) Improperly performed any of its obligations under this Agreement. 10 6.3 Termination without Cause. In circumstances other than those set forth above, the 11 County may terminate this Agreement by giving at least 30 days advance written notice to the 12 Contractor. County remains responsible for all fees incurred before the effective date of 13 termination. If County purchased Axon Devices for less than the MSRP, County shall return any 14 Axon Devices, including Spare Devices, to Axon within 30 days of the termination 15 6.4 No Penalty or Further Obligation. Except as otherwise provided herein, any 16 termination of this Agreement by the County under this Article 6 is without penalty to or further 17 monetary obligation of the County. 18 6.5 County's Rights upon Termination. Upon termination for breach under this Article 19 6, the County may demand repayment by the Contractor of any . The Contractor shall promptly 20 refund all such monies upon demand. This section survives the termination of this Agreement. 21 Article 7 Independent Contractor 22 7.1 Status. In performing under this Agreement, the Contractor, including its officers, 23 agents, employees, and volunteers, is at all times acting and performing as an independent 24 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint 25 venturer, partner, or associate of the County. 26 7.2 Verifying Performance. The County has no right to control, supervise, or direct the 27 manner or method of the Contractor's performance under this Agreement, but the County may 28 verify that the Contractor is performing according to the terms of this Agreement. 9 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no 2 right to employment rights or benefits available to County employees. The Contractor is solely 3 responsible for providing to its own employees all employee benefits required by law. The 4 Contractor shall save the County harmless from all matters relating to the payment of 5 Contractor's employees, including compliance with Social Security withholding and all related 6 regulations. 7 7.4 Services to Others. The parties acknowledge that, during the term of this 8 Agreement, the Contractor may provide services to others unrelated to the County. 9 Article 8 10 Indemnity and Defense 11 8.1 Indemnity. With the exception of IP infringement claims, Axon shall indemnify and 12 hold harmless and defend the County (including its officers, agents, employees, and volunteers) 13 against all claims, demands, or injuries, damages, costs, expenses (including attorney fees and 14 costs), fines, penalties, and liabilities incurred and brought against the County for the 15 negligent wrongful acts of Axon (or any of its officers, agents, subcontractors, or employees) 16 arising under this Agreement. The County may conduct or participate in its own defense without 17 affecting Axon's obligation to indemnify and hold harmless or defend the County. COUNTY shall 18 promptly provide Axon with written notice of such claim, tender to Axon the defense or 19 settlement of such claim at Axon's expense, and cooperate fully with Axon in the defenses or 20 settlement of such claim. For IP infringement claims, Axon will indemnify County, its officers, 21 agents, employees and volunteers against all claims, losses, and reasonable expenses from 22 any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes 23 or misappropriates the third-party's intellectual property rights. County shall promptly provide 24 Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at 25 Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. 26 Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon- 27 manufactured devices or services by County or a third-party not approved by Axon; (b) use of 28 10 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 Axon-manufactured devices and services in combination with hardware or services not 2 approved by Axon; or (c) use of Axon devices and services in breach of this Agreement. 3 8.2 Survival. This Article 8 survives the termination of this Agreement. 4 Article 9 5 Insurance 6 9.1 Axon shall comply with all the insurance requirements in Exhibit D to this Agreement, 7 incorporated herein by reference. 8 Article 10 9 Inspections, Audits, and Public Records 10 10.1 Inspection of Documents. The Contractor shall make available to the County, and 11 the County may examine at any time during business hours and as often as reasonably 12 necessary, all of the Contractor's records and data with respect to the matters covered by this 13 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon 14 request by the County, permit the County to audit and inspect all of such records and data to 15 ensure the Contractor's compliance with the terms of this Agreement. 16 10.2 State Audit Requirements. If the compensation to be paid by the County under this 17 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the 18 California State Auditor, as provided in Government Code section 8546.7, for a period of three 19 years after final payment under this Agreement. This section survives the termination of this 20 Agreement. 21 10.3 Public Records. The County is not limited in any manner with respect to its public 22 disclosure of this Agreement or any record or data that the Contractor may provide to the 23 County. The County's public disclosure of this Agreement or any record or data that the 24 Contractor may provide to the County may include but is not limited to the following: 25 (A) The County may voluntarily, or upon request by any member of the public or 26 governmental agency, disclose this Agreement to the public or such governmental 27 agency. 28 11 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 (B) The County may voluntarily, or upon request by any member of the public or 2 governmental agency, disclose to the public or such governmental agency any record or 3 data that the Contractor may provide to the County, unless such disclosure is prohibited 4 by court order. 5 (C) This Agreement, and any record or data that the Contractor may provide to the 6 County, is subject to public disclosure under the Ralph M. Brown Act (California 7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950). 8 (D) This Agreement, and any record or data that the Contractor may provide to the 9 County, is subject to public disclosure as a public record under the California Public 10 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning 11 with section 6250) ("CPRA"). 12 (E) This Agreement, and any record or data that the Contractor may provide to the 13 County, is subject to public disclosure as information concerning the conduct of the 14 people's business of the State of California under California Constitution, Article 1, 15 section 3, subdivision (b). 16 (F) Any marking of confidentiality or restricted access upon or otherwise made with 17 respect to any record or data that the Contractor may provide to the County shall be 18 disregarded and have no effect on the County's right or duty to disclose to the public or 19 governmental agency any such record or data. 20 10.4 Public Records Act Requests. If the County receives a written or oral request 21 under the CPRA to publicly disclose any record that may be in the Contractor's possession or 22 control, and which the County has a right, under any provision of this Agreement or applicable 23 law, to possess or control, then the County may demand, in writing, that the Contractor deliver 24 to the County, for purposes of public disclosure, the requested records that may be in the 25 possession or control of the Contractor, provided that prior to making the demand, the County 26 will first determine whether the requested record is a public record and whether the County 27 controls the record. Within five business days after the County's demand, the Contractor shall 28 (a) deliver to the County all of the requested records that are in the Contractor's possession or 12 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 control, together with a written statement that the Contractor, after conducting a diligent search, 2 has produced all requested public records that are in the Contractor's possession, or (b) provide 3 to the County a written statement that the Contractor, after conducting a diligent search, does 4 not possess or control any of the requested records. The Contractor shall cooperate with the 5 County with respect to any County demand for such public records. If the Contractor wishes to 6 assert that any specific record or data is exempt from disclosure under the CPRA or other 7 applicable law, it must deliver the record or data to the County and assert the exemption by 8 citation to specific legal authority within the written statement that it provides to the County 9 under this section. The Contractor's assertion of any exemption from disclosure is not binding 10 on the County, but the County will give at least 10 days' advance written notice to the Contractor 11 before disclosing any record subject to the Contractor's assertion of exemption from disclosure. 12 The Contractor shall indemnify the County for any court-ordered award of costs or attorney's 13 fees under the CPRA that results from the Contractor's delay, claim of exemption, failure to 14 produce any such records, or failure to cooperate with the County with respect to any County 15 demand for any such records. 16 Article 11 17 Disclosure of Self-Dealing Transactions 18 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation 19 or changes its status to operate as a corporation. 20 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a 21 self-dealing transaction, he or she shall disclose the transaction by completing and signing a 22 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to 23 the County before commencing the transaction or immediately after. 24 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is 25 a party and in which one or more of its directors, as an individual, has a material financial 26 interest. 27 28 13 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 Article 12 2 General Terms 3 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this 4 Agreement may not be modified, and no waiver is effective, except by written agreement signed 5 by both parties. The Contractor acknowledges that County employees have no authority to 6 modify this Agreement except as expressly provided in this Agreement. 7 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations 8 under this Agreement without the prior written consent of the other party. 9 12.3 Governing Law. The laws of the State of California govern all matters arising from 10 or related to this Agreement. 11 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno 12 County, California. Contractor consents to California jurisdiction for actions arising from or 13 related to this Agreement, and, subject to the Government Claims Act, all such actions must be 14 brought and maintained in Fresno County. 15 12.5 Construction. The final form of this Agreement is the result of the parties' combined 16 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be 17 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement 18 against either party. 19 12.6 Days. Unless otherwise specified, "days" means calendar days. 20 12.7 Headings. The headings and section titles in this Agreement are for convenience 21 only and are not part of this Agreement. 22 12.8 Severability. If anything in this Agreement is found by a court of competent 23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in 24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of 25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original 26 intent. 27 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall 28 not unlawfully discriminate against any employee or applicant for employment, or recipient of 14 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 services, because of race, religious creed, color, national origin, ancestry, physical disability, 2 mental disability, medical condition, genetic information, marital status, sex, gender, gender 3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to 4 all applicable State of California and federal statutes and regulation. 5 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation 6 of the Contractor under this Agreement on any one or more occasions is not a waiver of 7 performance of any continuing or other obligation of the Contractor and does not prohibit 8 enforcement by the County of any obligation on any other occasion. 9 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement 10 between the Contractor and the County with respect to the subject matter of this Agreement, 11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements, 12 publications, and understandings of any nature unless those things are expressly included in 13 this Agreement. If there is any inconsistency between the terms of this Agreement without its 14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving 15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the 16 exhibits. 17 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to 18 create any rights or obligations for any person or entity except for the parties. 19 12.13 Authorized Signature. The Contractor represents and warrants to the County that: 20 (A) The Contractor is duly authorized and empowered to sign and perform its 21 obligations under this Agreement. 22 (B) The individual signing this Agreement on behalf of the Contractor is duly 23 authorized to do so and his or her signature on this Agreement legally binds the 24 Contractor to the terms of this Agreement. 25 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by 26 electronic signature as provided in this section. 27 (A) An "electronic signature" means any symbol or process intended by an individual 28 signing this Agreement to represent their signature, including but not limited to (1) a 15 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an 2 electronically scanned and transmitted (for example by PDF document) version of an 3 original handwritten signature. 4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed 5 equivalent to a valid original handwritten signature of the person signing this Agreement 6 for all purposes, including but not limited to evidentiary proof in any administrative or 7 judicial proceeding, and (2) has the same force and effect as the valid original 8 handwritten signature of that person. 9 (C)The provisions of this section satisfy the requirements of Civil Code section 10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, 11 Part 2, Title 2.5, beginning with section 1633.1). 12 (D) Each party using a digital signature represents that it has undertaken and 13 satisfied the requirements of Government Code section 16.5, subdivision (a), 14 paragraphs (1) through (5), and agrees that each other party may rely upon that 15 representation. 16 (E) This Agreement is not conditioned upon the parties conducting the transactions 17 under it by electronic means and either party may sign this Agreement with an original 18 handwritten signature. 19 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an 20 original, and all of which together constitute this Agreement. 21 12.16 Conflict. In the event of a conflict between this Agreement and the terms contained 22 in Exhibits A through I, the terms of this Agreement shall control. 23 [SIGNATURE PAGE FOLLOWS] 24 25 26 27 28 16 ii DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 1 The parties are signing this Agreement on the date stated in the introductory clause. 2 Axon Enterprise, Inc COUNTY OF FRESNO 3 DocuSigned by: 4 55Di/�A4424 . 5 Bobby Driscoll, VP, Associate General S I Q iqfteroNChairman of the Board of Counsel S i f the County of Fresno 6 17800 N. 851" St. Attest: 7 Scottsdale, Arizona 85255 Bernice E. Seidel Clerk of the Board of Supervisors 8 County of Fresno, State of California 9 10 Deputy 11 For accounting use only: 12 Org No.: 31116226 Account No.: 4375 13 Fund No.: 0001 Subclass No.:10000 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 17 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit A 1 Scope of Services 2 1. "Definitions. 3 1.1. "Axon Cloud Services" means Axon's web services for Axon Evidence,Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon 4 client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 5 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. 6 1.3. "Quote" means an offer to sell and is only valid for devices and services on the quote at 7 the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment 8 estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon g reserves the right to cancel any orders resulting from such errors. 10 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 11 Warranty 12 1.5. Limited Warranty. Axon warrants that Axon-manufactured Devices are free from 13 defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for 14 30 months and 90 days, respectively,from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended 15 warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. 16 1.6. Disclaimer .All software and Axon Cloud Services, are provided "AS IS," without 17 any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and 18 non-infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon ("Third-Party Products") are not 19 covered by Axon's warranty and are only subject to the warranties of the third- 20 party provider or manufacturer. 1.7. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during 21 the warranty term, Axon's sole responsibility is to repair or replace the Axon- manufactured Device with the same or like Axon-manufactured Device, at Axon's option. 22 A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of 23 the original Axon Manufactured Device or (b) 90-days from the date of repair or 24 replacement. 1.7.1. If Agency exchanges a device or part, the replacement item becomes 25 Agency's property, and the replaced item becomes Axon's property. Before 26 delivering an Axon-manufactured Device for service, Agency must upload Axon- manufactured Device data to Axon Evidence or download it and retain a copy. 27 Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to 28 Axon for service. 1.8. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a A-1 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit A 1 predetermined number of spare Axon Devices as detailed Exhibit F ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units 2 while Agency submits the broken or non-functioning units, through Axon's warranty 3 return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with 4 shipping terms under Section 1.13. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 5 1.9. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon 6 Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) 7 force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial 8 number. Axon's warranty will be void if Agency resells Axon Devices. 9 1.9.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and 10 conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are 11 limited to the duration of the warranty described above and by the provisions in this Agreement.Agency confirms and agrees that, in deciding 12 whether to sign this agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the 13 subject matter of this Agreement that is not in this Agreement. 14 1.9.2. Excluding any claims for indemnification pursuant to Article 8 of the Agreement, Axon's cumulative liability to any Party for any loss or damage 15 resulting from any claim, demand, or action arising out of or relating to any 16 Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over 17 the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however 18 caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 19 1.10. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon 20 Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-terms-and-conditions, and attached as 21 Exhibit H, attached and incorporated by this reference. 22 1.11. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the 23 respective third-party provider, including, without limitation, the terms applicable to such software or services described in Exhibit G. 24 1.12. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide 25 certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now 26 known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but 27 not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon 28 or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all A-2 I DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit A 1 other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. 2 Axon may terminate the Axon Aid program without cause immediately upon notice to 3 the Agency. 1.13. Shipping. Axon may make partial shipments and ship Axon Devices from multiple 4 locations. All shipments are EXW (Incoterms 2020)via common carrier. Title and risk of loss pass to County upon Axon's delivery to the common carrier. County is responsible 5 for any shipping charges in the Quote 6 2. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings 7 3. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously 8 purchased by Agency. 9 4. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount 10 beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 11 5. IP Rights.Axon owns and reserves all right, title, and interest in Axon-manufactured Devices 12 and Services and suggestions to Axon, including all related intellectual property rights.Agency will not cause any Axon proprietary rights to be violated. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A-3 I DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit B 1 Compensation 2 The Contractor will be compensated for performance of its services under this 3 Agreement as provided in this Exhibit B, and as further delineated in Exhibit F. The Contractor is 4 not entitled to any compensation except as expressly provided in this Exhibit B. 5 Payment Summary: 6 Date Subtotal Tax Total 7 Sep 2023 $679,511.14 $27,340.88 $706,852.02 8 Oct 2023 $26,771.50 $0.00 $26,771.50 9 Oct 2024 $448,429.34 $8,045.53 $456,474.87 10 Oct 2025 $448,429.34 $8,045.53 $456,474.87 11 Oct 2026 $448,429.34 $8,045.53 $456,474.87 12 Oct 2027 $448,429.34 $8,045.59 $456,474.93 13 TOTAL $2,500,000.00 $59,523.06 $2,559,523.06 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 B-1 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit C Self-Dealing Transaction Disclosure Form In order to conduct business with the County of Fresno ("County"), members of a contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest." The definition above will be used for purposes of completing this disclosure form. Instructions (1) Enter board member's name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. The form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). C-1 DocuSign Envelope ID: DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit C (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to) (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code § 5233 (a) (5) Authorized Signature Signature: Date: C-2 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit D Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A) Commercial General Liability. Commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy naming the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply as primary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B) Automobile Liability. Automobile liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws of the State of California with statutory limits. (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E) Left blank intentionally. (F) Technology Professional Liability (Errors and Omissions). Technology professional liability (errors and omissions) insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks. (G)Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The cyber liability policy must be endorsed to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security Breach, which may include Disclosure of Personal Information to an Unauthorized Third Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under Exhibit E of this Agreement; (iv) system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs; (ix) infringement of intellectual property, including but not limited to infringement of copyright, trademark, and trade dress; (x) invasion of privacy, D-1 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit D including release of private information; (xi) information theft; (xii) damage to or destruction or alteration of electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud; (xviii) network security; (xix) data breach response costs, including Security Breach response costs; (xx) regulatory fines and penalties related to the Contractor's obligations under this Agreement regarding electronic information, including Personal Information; and (xxi) credit monitoring expenses. The technology professional liability insurance certificate must also state that coverage encompasses all of the Contractor's obligations under this Agreement, including but not limited to claims involving Cyber Risks, as that term is defined in this Agreement. (i) The cyber liability insurance certificate must also state that it is endorsed, and include an endorsement, to cover the full replacement value of damage to, alteration of, loss of, or destruction of intangible property (including but not limited to information or data) that is in the care, custody, or control of the Contractor. 2. Additional Requirements (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement and at any time during the term of this Agreement as requested by the County's Risk Manager or County Administrative Office, the Contracto shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16t" Floor, Fresno, California 93721, or HRRiskManagement .fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under this Agreement. (i) Each insurance certificate must state that: (1) the insurance coverage has been obtained and is in full force; (2) the County, its officers, agents, employees, and volunteers are not responsible for any premiums on the policy; and (3) the Contractor has waived its right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under any insurance policy required by this Agreement and that waiver does not invalidate the insurance policy. (ii) The commercial general liability insurance certificate must also state, and include an endorsement, that the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, are additional insureds insofar as the operations under this Agreement are concerned. The commercial general liability insurance certificate must also state that the coverage shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County shall be excess only and not contributing with insurance provided under the Contractor's policy. (iii) The automobile liability insurance certificate must state that the policy covers any auto used in connections with this Agreement. (B) Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and D-2 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 Exhibit D possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII. (C) Notice of Cancellation or Change. For each insurance policy required under this Agreement, the Contractor shall provide to the County, or ensure that the policy requires the insurer to provide to the County, written notice of any cancellation or change in the policy as required in this paragraph. For cancellation of the policy for nonpayment of premium, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 10 days in advance of cancellation. For cancellation of the policy for any other reason, and for any other change to the policy, the Contractor shall, or shall cause the insurer to, provide written notice to the County not less than 30 days in advance of cancellation or change. The County in its sole discretion may determine that the failure of the Contractor or its insurer to timely provide a written notice required by this paragraph is a breach of this Agreement. (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance with broader coverage, higher limits, or both, than what is required under this Agreement, then the County requires and is entitled to the broader coverage, higher limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer to deliver, to the County's Risk Manager certificates of insurance and endorsements for all of the coverages that have such broader coverage, higher limits, or both, as required under this Agreement. (E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep in effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure, or purchase such insurance coverage, and charge the cost of that coverage to the Contractor. The County may offset such charges against any amounts owed by the County to the Contractor under this Agreement. Subcontractors. The Contractor shall require and verify that all subcontractors used by the Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors D-3 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security 1. Definitions Capitalized terms used in this Exhibit E have the meanings set forth in this section 1. (A) "Authorized Employees" means the Contractor's employees who have access to Personal Information. (B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any and all of the Contractor's subcontractors, representatives, agents, outsourcers, and consultants, and providers of professional services to the Contractor, who have access to Personal Information and are bound by law or in writing by confidentiality obligations sufficient to protect Personal Information in accordance with the terms of this Exhibit E. (C) "Director" means the County's Director of Internal Services/Chief Information Officer or his or her designee. (D) "Disclose" or any derivative of that word means to disclose, release, transfer, disseminate, or otherwise provide access to or communicate all or any part of any Personal Information orally, in writing, or by electronic or any other means to any person. (E) "Person" means any natural person, corporation, partnership, limited liability company, firm, or association. (F) "Personal Information" means any and all information, including any data, provided, or to which access is provided, to the Contractor by or upon the authorization of the County, under this Agreement, including but not limited to vital records, that: (i) identifies, describes, or relates to, or is associated with, or is capable of being used to identify, describe, or relate to, or associate with, a person (including, without limitation, names, physical descriptions, signatures, addresses, telephone numbers, e-mail addresses, education, financial matters, employment history, and other unique identifiers, as well as statements made by or attributable to the person); (ii) is used or is capable of being used to authenticate a person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or personal identification numbers (PINs), financial account numbers, credit report information, answers to security questions, and other personal identifiers); or (iii) is personal information within the meaning of California Civil Code section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records. (G)"Privacy Practices Complaint" means a complaint received by the County relating to the Contractor's (or any Authorized Person's) privacy practices, or alleging a E-1 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security Security Breach. Such complaint shall have sufficient detail to enable the Contractor to promptly investigate and take remedial action under this Exhibit E. (H) "Security Safeguards" means physical, technical, administrative or organizational security procedures and practices put in place by the Contractor (or any Authorized Persons) that relate to the protection of the security, confidentiality, value, or integrity of Personal Information. Security Safeguards shall satisfy the minimal requirements set forth in section 3(C) of this Exhibit E. (1) "Security Breach" means (i) any act or omission that compromises either the security, confidentiality, value, or integrity of any Personal Information or the Security Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, any Personal Information. (J) "Use" or any derivative of that word means to receive, acquire, collect, apply, manipulate, employ, process, transmit, disseminate, access, store, disclose, or dispose of Personal Information. 2. Standard of Care (A) The Contractor acknowledges that, in the course of its engagement by the County under this Agreement, the Contractor, or any Authorized Persons, may Use Personal Information only as permitted in this Agreement. (B) The Contractor acknowledges that Personal Information is deemed to be confidential information of, or owned by, the County (or persons from whom the County receives or has received Personal Information) and is not confidential information of, or owned or by, the Contractor, or any Authorized Persons. The Contractor further acknowledges that all right, title, and interest in or to the Personal Information remains in the County (or persons from whom the County receives or has received Personal Information) regardless of the Contractor's, or any Authorized Person's, Use of that Personal Information. (C) The Contractor agrees and covenants in favor of the Country that the Contractor shall: (i) keep and maintain all Personal Information in strict confidence, using such degree of care under this section 2 as is reasonable and appropriate to avoid a Security Breach; (ii) Use Personal Information exclusively for the purposes for which the Personal Information is made accessible to the Contractor pursuant to the terms of this Exhibit E; (iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal Information for the Contractor's own purposes or for the benefit of anyone other than the County, without the County's express prior written consent, which the County may give or withhold in its sole and absolute discretion; and E-2 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security (iv) not, directly or indirectly, Disclose Personal Information to any person (an "Unauthorized Third Party") other than Authorized Persons pursuant to this Agreement, without the Director's express prior written consent. (D) Notwithstanding the foregoing paragraph, in any case in which the Contractor believes it, or any Authorized Person, is required to disclose Personal Information to government regulatory authorities, or pursuant to a legal proceeding, or otherwise as may be required by applicable law, Contractor shall (i) immediately notify the County of the specific demand for, and legal authority for the disclosure, including providing County with a copy of any notice, discovery demand, subpoena, or order, as applicable, received by the Contractor, or any Authorized Person, from any government regulatory authorities, or in relation to any legal proceeding, and (ii) promptly notify the County before such Personal Information is offered by the Contractor for such disclosure so that the County may have sufficient time to obtain a court order or take any other action the County may deem necessary to protect the Personal Information from such disclosure, and the Contractor shall cooperate with the County to minimize the scope of such disclosure of such Personal Information. (E) The Contractor shall remain liable to the County for the actions and omissions of any Unauthorized Third Party concerning its Use of such Personal Information as if they were the Contractor's own actions and omissions. 3. Information Security (A) The Contractor covenants, represents and warrants to the County that the Contractor's Use of Personal Information under this Agreement does and will at all times comply with all applicable federal, state, and local, privacy and data protection laws, as well as all other applicable regulations and directives, including but not limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section 1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code, Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses credit, debit or other payment cardholder information, the Contractor shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing and maintaining all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at the Contractor's sole cost and expense. (B) The Contractor covenants, represents and warrants to the County that, as of the effective date of this Agreement, the Contractor has not received notice of any violation of any privacy or data protection laws, as well as any other applicable regulations or directives, and is not the subject of any pending legal action or investigation by, any government regulatory authority regarding same. (C)Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous than accepted industry practices and, at a minimum, include the following: E-3 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security (i) limiting Use of Personal Information strictly to the Contractor's and Authorized Persons' technical and administrative personnel who are necessary for the Contractor's, or Authorized Persons', Use of the Personal Information pursuant to this Agreement; (ii) ensuring that all of the Contractor's connectivity to County computing systems will only be through the County's security gateways and firewalls, and only through security procedures approved upon the express prior written consent of the Director; (iii) to the extent that they contain or provide access to Personal Information, (a) securing business facilities, data centers, paper files, servers, back-up systems and computing equipment, operating systems, and software applications, including, but not limited to, all mobile devices and other equipment, operating systems, and software applications with information storage capability; (b) employing adequate controls and data security measures, both internally and externally, to protect (1) the Personal Information from potential loss or misappropriation, or unauthorized Use, and (2) the County's operations from disruption and abuse; (c) having and maintaining network, device application, database and platform security; (d) maintaining authentication and access controls within media, computing equipment, operating systems, and software applications; and (e) installing and maintaining in all mobile, wireless, or handheld devices a secure internet connection, having continuously updated anti-virus software protection and a remote wipe feature always enabled, all of which is subject to express prior written consent of the Director; (iv) encrypting all Personal Information at advance encryption standards of Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any mobile devices, including but not limited to hard disks, portable storage devices, or remote installation, or (b) transmitted over public or wireless networks (the encrypted Personal Information must be subject to password or pass phrase, and be stored on a secure server and transferred by means of a Virtual Private Network (VPN) connection, or another type of secure connection); (v) strictly segregating Personal Information from all other information of the Contractor, including any Authorized Person, or anyone with whom the Contractor or any Authorized Person deals so that Personal Information is not commingled with any other types of information; (vi) having a patch management process including installation of all operating system and software vendor security patches; (vii) maintaining appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks of Authorized Employees consistent with applicable law; and E-4 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security (viii) providing appropriate privacy and information security training to Authorized Employees. (D) During the term of each Authorized Employee's employment by the Contractor, the Contractor shall cause such Authorized Employees to abide strictly by the Contractor's obligations under this Exhibit E. The Contractor shall maintain a disciplinary process to address any unauthorized Use of Personal Information by any Authorized Employees. (E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the Contractor's practice to do so more frequently, Personal Information received from the County (F) The Contractor shall not knowingly include or authorize any Trojan Horse, back door, time bomb, drop dead device, worm, virus, or other code of any kind that may disable, erase, display any unauthorized message within, or otherwise impair any County computing system, with or without the intent to cause harm. 4. Security Breach Procedures (A) Within forty-eight (48) hours upon the Contractor's awareness or reasonable belief of a Security Breach, the Contractor shall (i) notify the Director of the Security Breach, such notice to be given first by telephone at the following telephone number, followed promptly by email at the following email address: (559) 600-8900 / cybersecurity@fresnosheriff.org (which telephone number and email address the County may update by providing notice to the Contractor), and (ii) preserve all relevant evidence (and cause any affected Authorized Person to preserve all relevant evidence) relating to the Security Breach. The notification shall include, to the extent reasonably possible, the identification of each type and the extent of Personal Information that has been, or is reasonably believed to have been, breached, including but not limited to, compromised, or subjected to unauthorized Use, Disclosure, or modification, or any loss or destruction, corruption, or damage. (B) Immediately following the Contractor's notification to the County of a Security Breach, as provided pursuant to section 4(A) of this Exhibit E, the Parties shall coordinate with each other to investigate the Security Breach. Through the Contractor's Incident Response Team, the Contractor will advise and debrief the County on investigation efforts and findings. To that end, the Contractor shall, with respect to a Security Breach, be solely responsible, at its cost, for all notifications required by law and regulation, or deemed reasonably necessary by the County, and the Contractor shall provide a written report of the investigation and reporting required to the Director within 30 days after the Contractor's discovery of the Security Breach. (C) County shall promptly notify the Contractor of the Director's knowledge, or reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's receipt of that notification, the Contractor shall promptly address such Privacy E-5 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security Practices Complaint, including taking any corrective action under this Exhibit E, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. In the event the Contractor discovers a Security Breach, the Contractor shall treat the Privacy Practices Complaint as a Security Breach. Within 24 hours of the Contractor's receipt of notification of such Privacy Practices Complaint, the Contractor shall notify the County whether the matter is a Security Breach, or otherwise has been corrected and the manner of correction, or determined not to require corrective action and the reason for that determination. (D)The Contractor shall take prompt corrective action to respond to and remedy any Security Breach and take mitigating actions, including but not limiting to, preventing any reoccurrence of the Security Breach and correcting any deficiency in Security Safeguards as a result of such incident, all at the Contractor's sole expense, in accordance with applicable privacy rights, laws, regulations and standards. The Contractor shall reimburse the County for all reasonable costs incurred by the County in responding to, and mitigating damages caused by, any Security Breach, including all costs of the County incurred relation to any litigation or other action described section 4(E) of this Exhibit E. (E) The Contractor agrees to cooperate, at its sole expense, with the County in any litigation or other action to protect the County's rights relating to Personal Information, including the rights of persons from whom the County receives Personal Information. 5. Oversight of Security Compliance (A) The Contractor shall have and maintain a written information security policy that specifies Security Safeguards appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. (B) Upon the County's written request, to confirm the Contractor's compliance with this Exhibit E, as well as any applicable laws, regulations and industry standards, the Contractor grants the County or, upon the County's election, a third party on the County's behalf, permission to perform an assessment, audit, examination or review of all controls in the Contractor's physical and technical environment in relation to all Personal Information that is Used by the Contractor pursuant to this Agreement. The Contractor shall fully cooperate with such assessment, audit or examination, as applicable, by providing the County or the third party on the County's behalf, access to all Authorized Employees and other knowledgeable personnel, physical premises, documentation, infrastructure and application software that is Used by the Contractor for Personal Information pursuant to this Agreement. In addition, the Contractor shall provide the County with the results of any audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's information security program as relevant to the security and confidentiality of Personal Information Used by the Contractor or Authorized Persons during the course of this Agreement under this Exhibit E. E-6 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security (C)The Contractor shall ensure that all Authorized Persons who Use Personal Information agree to the same restrictions and conditions in this Exhibit E. that apply to the Contractor with respect to such Personal Information by incorporating the relevant provisions of these provisions into a valid and binding written agreement between the Contractor and such Authorized Persons, or amending any written agreements to provide same. 6. Return or Destruction of Personal Information. Upon the termination of this Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly return to the County all Personal Information, whether in written, electronic or other form or media, in its possession or the possession of such Authorized Persons, in a machine readable form used by the County at the time of such return, or upon the express prior written consent of the Director, securely destroy all such Personal Information, and certify in writing to the County that such Personal Information have been returned to the County or disposed of securely, as applicable. If the Contractor is authorized to dispose of any such Personal Information, as provided in this Exhibit E, such certification shall state the date, time, and manner (including standard) of disposal and by whom, specifying the title of the individual. The Contractor shall comply with all reasonable directions provided by the Director with respect to the return or disposal of Personal Information and copies of Personal Information. If return or disposal of such Personal Information or copies of Personal Information is not feasible, the Contractor shall notify the County according, specifying the reason, and continue to extend the protections of this Exhibit E to all such Personal Information and copies of Personal Information. The Contractor shall not retain any copy of any Personal Information after returning or disposing of Personal Information as required by this section 6. The Contractor's obligations under this section 6 survive the termination of this Agreement and apply to all Personal Information that the Contractor retains if return or disposal is not feasible and to all Personal Information that the Contractor may later discover. 7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or obligations set forth in this Exhibit E may cause the County irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the County is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the County may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available to the County at law or in equity or under this Agreement. 8. Indemnity. The Contractor shall defend, indemnify and hold harmless the County, its officers, employees, and agents, (each, a "County Indemnitee") from and against any and all infringement of intellectual property including, but not limited to infringement of copyright, trademark, and trade dress, invasion of privacy, information theft, and extortion, unauthorized Use, Disclosure, or modification of, or any loss or destruction of, or any corruption of or damage to, Personal Information, Security Breach response and E-7 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT E Data Security remedy costs, credit monitoring expenses, forfeitures, losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, fines and penalties (including regulatory fines and penalties), costs or expenses of whatever kind, including attorneys' fees and costs, the cost of enforcing any right to indemnification or defense under this Exhibit E and the cost of pursuing any insurance providers, arising out of or resulting from any third party claim or action against any County Indemnitee in relation to the Contractor's, its officers, employees, or agents, or any Authorized Employee's or Authorized Person's, performance or failure to perform under this Exhibit E or arising out of or resulting from the Contractor's failure to comply with any of its obligations under this section 8. The provisions of this section 8 do not apply to the acts or omissions of the County. The provisions of this section 8 are cumulative to any other obligation of the Contractor to, defend, indemnify, or hold harmless any County Indemnitee under this Agreement. The provisions of this section 8 shall survive the termination of this Agreement. 9. Survival. The respective rights and obligations of the Contractor and the County as stated in this Exhibit E shall survive the termination of this Agreement. 10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this Exhibit E is intended to confer, nor shall anything in this Exhibit E confer, upon any person other than the County or the Contractor and their respective successors or assignees, any rights, remedies, obligations or liabilities whatsoever. 11. No County Warranty. The County does not make any warranty or representation whether any Personal Information in the Contractor's (or any Authorized Person's) possession or control, or Use by the Contractor (or any Authorized Person), pursuant to the terms of this Agreement is or will be secure from unauthorized Use, or a Security Breach or Privacy Practices Complaint. 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LU ® \ < < § E / L2 � 2k = = < m f � nem m ee » 0 g J G33 § ° � 7 III2 2 / j § / \ 2 f a 2 § E ■ E e t / 0 © ° - / \ \ \ \ � kk m w m 0 DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT G Axon Online Support Platforms Terms of Use 1 Definitions. "Axon Online Support Platforms" means Axon Academy and MyAxon. "Axon Academy" means Axon's Customer learning management system on absorblms.com, and other related offerings, including, without limitation, interactions between Axon Academy and Axon Products. "MyAxon" means Axon's Customer support portal hosted on salesforce.com and other related offerings, including, without limitation, interactions between MyAxon and Axon Products. "Axon Online Customer Content"means a) "Academy Customer Content" is data uploaded into, ingested by, or created in Axon Academy within Customer's tenant, including training materials, media or multimedia uploaded into Axon Academy by Customer. Academy Customer Content excludes Academy Non-Content Data. b) "MyAxon Customer Content" means data uploaded into, ingested by, or created in MyAxon within Customer's tenant, including, without limitation, media or multimedia uploaded into MyAxon by Customer. MyAxon Customer Content excludes MyAxon Non- Content Data. "Axon Online Non-Content Data"means a) "Academy Non-Content Data" is data, configuration, and usage information about Customer's Axon Academy tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Academy.Academy Non-Content Data includes data about users captured during account management and customer support activities. Academy Non-Content Data does not include Academy Customer Content. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT G Axon Online Support Platforms Terms of Use b) "MyAxon Non-Content Data" is data, configuration, and usage information about Customer's MyAxon tenant, Axon Devices and client software, and users that is transmitted or generated when using MyAxon. MyAxon Non-Content Data includes data about users captured during account management and customer support activities. MyAxon Non- Content Data does not include MyAxon Customer Content. "Axon Support Materials" means material(s) or content(s) made available by Axon to Customer within MyAxon or Axon Academy. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Customer a subscription to Axon Online Support Platforms,Customer may access and use Axon Online Support Platforms to store and manage Axon Online Customer Content. 3 Customer Owns Axon Online Customer Content. Customer controls and owns all right, title, DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT G Axon Online Support Platforms Terms of Use and interest in Axon Online Customer Content. Except as outlined herein, Axon obtains no interest in Axon Online Customer Content, and Axon Online Customer Content is not Axon's business records. Except as set forth in this Agreement, Agency is responsible for uploading, sharing, managing, and deleting Axon Online Customer Content.Axon will only have access to Axon Online Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Axon Online Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of Axon Online Support Platforms and other Axon Products. 4 Security.Axon will implement commercially reasonable and appropriate measures to secure Axon Online Customer Content against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Axon Online Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. 5 Customer Responsibilities. Customer is responsible for(a)ensuring Customer owns Axon Online Customer Content; (b)ensuring no Axon Online Customer Content or Customer end user's use of Axon Online Customer Content or Axon Online Support Platforms violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Online Support Platforms. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to Axon Online Support Platforms. Customer will also maintain the security of end usernames and passwords and security and access by end users to Axon Online Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Online Support Platforms meets applicable Customer policies, regulations, and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Axon Online Customer Content, or if account information is lost or stolen. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT G Axon Online Support Platforms Terms of Use 6 Privacy. Customer's use of Axon Online Support Platforms is subject to the Axon Online Support Platforms Privacy Policy, a current version of which is available at https://www.axon.com/legal/axon-online-support-platforms-privacy-policy. Customer agrees to allow Axon access to Axon Online Non-Content Data from Customer to(a)perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon Products including Axon Online Support Platforms and related services; and (c)enforce this Agreement or policies governing the use of Axon Products. Data controlled by Absorb Software Inc. is subject to the Absorb LMS Privacy Policy. Data controlled by Salesforce.com, Inc. is subject to the Salesforce.com Privacy Policy. 7 Location of Storage. Axon may transfer Axon Online Customer Content and Axon Online Non- Content Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Axon Online Customer Content and Axon Online Non-Content Data. For all customers,Axon will Process including store Axon Online Customer Content and Axon Online Non- Content Data within the United States. Ownership of Axon Online Customer Content remains with Customer. Customer acknowledges that Processing, including storage, of Axon Online Customer Content and Axon Online Non-Content Data will be in the United States. 8 Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of Axon Online Support Platforms immediately upon notice, if Customer or end user's use of or registration for Axon Online Support Platforms may(a) pose a security risk to Axon Products including Axon Online Support Platforms, or any third-party; (b) adversely impact Axon Online Support Platforms, the systems, or content of any other customer; (c)subject Axon, Axon's affiliates, or any third-party to liability; or(d) be fraudulent. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT G Axon Online Support Platforms Terms of Use Customer remains responsible for all fees incurred through suspension. Axon will not delete Axon Online Customer Content because of suspension, except as specified in this Agreement. 9 Axon Online Support Platforms Warranty. Axon disclaims any warranties or responsibility for data corruption or errors which occur on Axon Online Support Platforms. 10 Axon Online Support Platforms Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 10.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Online Support Platforms; 10.2 reverse engineer, disassemble, or decompile Axon Online Support Platforms or apply any process to derive any source code included in Axon Online Support Platforms, or allow others to do the same; 10.3 access or use Axon Online Support Platforms with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 10.4 use trade secret information contained in Axon Online Support Platforms, except as expressly permitted in this Agreement; 10.5 access Axon Online Support Platforms to build a competitive product or service or copy any features, functions, or graphics of Axon Online Support Platforms; 10.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices)of Axon's or Axon's licensors on or within Axon Online Support Platforms; or 10.7 use Axon Online Support Platforms to store or transmit infringing, libelous, or other unlawful or tortious material;to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT H Axon Application Programming Interface Appendix 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Agency's computer and the server, which is already developed or to be developed by Agency. 1.2. "API Interface" means software implemented by Agency to configure Agency's independent API Client Software to operate in conjunction with the API Service for Agency's authorized Use. 1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon's API which provides a programmatic means to access data in Agency's Axon Evidence account or integrate Agency's Axon Evidence account with other systems. 1.4. "Use" means any operation on Agency's data enabled by the supported API functionality. 2. Purpose and License. 2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency.Axon may monitor Agency's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement.Agency agrees to not interfere with such monitoring or obscure from Axon Agency's use of API Service. Agency will not use API Service for commercial use. 2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency's Use in connection with Agency's API Client. 2.3. Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Agency will work independently to configure Agency's API Client with API Service for Agency's applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's registration, Axon will provide documentation outlining API Service information. 4. Agency Responsibilities. When using API Service,Agency and its end users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or disclose Axon's API manual. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT H Axon Application Programming Interface Appendix 5. API Content. All content related to API Service, other than Agency Content or Agency's API Client content, is considered Axon's API Content, including: 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency's API Client required as a result of such API Update.API Updates may adversely affect how Agency's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service.Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. DocuSign Envelope ID:DACC582C-9CF2-4AA2-94CE-38736BEA44D1 EXHIBIT I Technology Assurance Plan 1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty. 2. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade")as scheduled in the Quote. If Agency purchased TAP,Axon will provide a BWC Upgrade that is the same or like Axon Device,at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock, however, Axon will guarantee that the BWC Upgrade will be compatible with Agency's current Axon Dock. 3. TAP Dock Upgrade. If Agency has no outstanding payment obligations (outstanding annual invoice) and purchased TAP,Axon will provide Agency a new Axon Dock as scheduled in the Quote("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon's option. At all times, Axon will ensure and guarantee that the Dock Upgrade will be compatible with Agency's current BWC's. 4. Upgrade Delay.Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Agency. 5. Upgrade Change. If Agency wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Agency must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade,Axon will not provide a refund.The MSRP is the MSRP in effect at the time of the upgrade. 6. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade,Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 7. Termination. If Agency's payment for TAP or Axon Evidence is more than thirty(30)days past due,Axon may terminate TAP. Once TAP terminates for any reason: 7.1. TAP coverage terminate as of the date of termination and no refunds will be given. 7.2. Axon will not and has no obligation to provide the Upgrade Models. 7.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP.