19 - Laserfiche WebLink

DocuSign Envelope ID: 688ECEC6-8D4C-440E-A5FF-48D7FC9C9BC4 401'a4\ AXON ATTACHMENT ONE Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the City of Pleasanton, a municipal corporation ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). The Parties therefore agree as follows: Term. This Agreement begins on the Effective Date and continues until terminated pursuant to this Agreement ("Term"). Agency may renew this Agreement for an additional 5 years upon execution of a new quote. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. Additional Products and Services. To accommodate changes to Agency's needs, including but not limited to adding employees and updated and new Axon products and services, Axon may offer Agency (1) more of the same products and services at the prices in the Quote and (2) products and services in addition to those provided in the Quote (both (1) and (2) collectively referenced as "Additional Products and Services"), and the City Manager may administratively agree to Additional Products and Services at an amount not to exceed 10% of the grand total quote in the Quote. New products and services may require additional terms. Axon acknowledges that Agency retains absolute discretion whether to add Additional Products and Services. Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. "Axon Devices" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at 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 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 reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 1 of 19