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Agreement with Taser International, Inc.
0�y--� �y6 AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND TASER INTERNATIONAL, INC. FOR THE PURCHASE OF EVIDENCE.COM SERVICES, EVIDENCE.COM DOCKS, AND AXON FLEX AND AXON BODY CAMERAS This Agreement ("Agreement") is made as of this day of September, 2014, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City"), and TASER INTERNATIONAL, INC., a Delaware corporation duly authorized to do business in Florida, and having its principal office at 17800 North 85th Street, Scottsdale, Arizona 85255 ("TASER"). RECITALS WHEREAS, the City Administration has identified TASER as a manufacturer of point-of- view (body-worn) cameras and provider of a hosted digital evidence storage system with the ability to collect, transfer, manage, retrieve and share the digital evidence captured by the body- worn cameras; WHEREAS, TASER is an industry leader in body-worn cameras, which, upon implementation within certain departments of the City, the City Administration believes will improve safety, organizational transparency, and accountability; WHEREAS, the City Administration has determined that the utilization of body-worn cameras will reduce complaints against police officers, reduce the number of use-of-force incidents,provide unparalleled evidence for court proceedings, and reduce frivolous or meritless law suits against the City; WHEREAS, in addition to these body-worn cameras being utilized by the City's Police Department, the City Administration intends on having the City's Fire Inspectors, Code Compliance Officers, Building Inspectors, and Parking Enforcement Specialists, who routinely interact with the public, to be outfitted with these body-worn cameras, with the expectation that such cameras will further establish positive organizational transparency, accountability and safety for the City; WHEREAS, the Agreement between the City and TASER will be for an initial term of one (1) year, for the monetary amount of $635,057.90, and the City has the option, at its sole discretion,to extend the Agreement for four(4)one year renewals; for a total contract amount of $2,706,527.62 for the five (5) year Agreement term; WHEREAS, at its regular meeting on September 10, 2014, the City Commission approved Resolution No. 2014-28746, accepting the City Mayor's recommendation and waiving-by 5/7th vote,the competitive bidding requirement,finding the waiver to be in the best interest of the City; and 1 WHEREAS, the City Administration has confirmed that TASER's body-worn cameras, coupled with its Evidence.com Services,is an exclusive product and service provided by TASER, and is the only hosted evidence storage system that is offered by a manufacturer of body-worn cameras, which is in the best interest of the City. NOW THEREF ORE, in consideration of the mutual covenants contained in this Agreement, and for other valuable consideration received, the receipt and sufficiency of which are acknowledged, the parties agree as follows: AGREEMENT L Definitions. These definitions have the following meanings in this Agreement: 1.1. "City Content" or "City's Content" means software, data, text, audio, video, images or other content the City or any of the City's end users(a)run on the Evidence.com Services, (b) cause to interface with the Evidence.com Services, or(c) upload to the Evidence.com Services under the City's Evidence.com account or otherwise transfer, process, use or store in connection with the City's Evidence.com account. 1.2. "City Marks"means all trademarks registered in the name of City; other trademarks as are used by City on or in relation to the City of Miami Beach at any time during the Term of this Agreement; service marks,trade names,logos,brands and other marks owned by City; and all modifications or adaptations of any of the foregoing. 1.3. "Confidential Information" or "Private Information" means, with respect to any Person, any information, matter or thing of a secret, confidential or private nature, whether or not labeled, which is connected with the Person's business or methods of operation or concerning any of the Person's suppliers,licensors,licensees,others with whom the Person has a business relationship, and which has current or potential value to the Person or the unauthorized disclosure of which could be detrimental to the Person, including but not limited to: 1.3.1. Matters of a business nature, including but not limited to information relating to development plans, costs, finances, marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies, the costs of construction, installation, materials or components, the prices obtained, or at which the Person sells or has sold its products or services; and 1.3.2. Matters of a technical nature,including but not limited to product information,trade secrets, know-how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, access or security codes, compilations of information,test results and research and development projects. For purposes of this Agreement, the term "trade secrets"means the broadest and most inclusive interpretation of trade secrets. 1.3.3. Notwithstanding the foregoing, Confidential Information will not include 2 information that: (a) is a public record, and not otherwise exempt pursuant to Florida law; (b) is generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party in breach of this Agreement; (d) is subsequently lawfully disclosed to the disclosing party by a Person other than a party to this Agreement; (e) is required by a court of competent jurisdiction to be disclosed;.or (f) is required by applicable state law to be disclosed. 1.4. "Documentation" means the user guides, quick reference guides, and other technical and operations manuals and specifications for the Equipment and the Evidence.com Services provided by TASER, as that documentation may be updated by TASER from time to time. 1.5. "Effective Date"means the day this Agreement has been fully executed by duly authorized representatives of both parties. 1.6. "Equipment" means the Evidence.com Docks, AXON Flex cameras, AXON body cameras, and related hardware accessories provided by TASER. 1.7. "Evidence.com Services" means TASER's web services for Evidence.com, the EVIDENCE.com site, EVIDENCE Sync software, EVIDENCE Mobile App, AXON Mobile App, other software, maintenance, storage, and any other product or service provided by TASER under this Agreement as part of the Evidence.com Services. This does not include any Third-Party Applications, hardware warranties, or the my.evidence.com services. 1.8. "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing. 1.9. "Intellectual Property" means, with respect to any Person, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask- works; (b)trademark and trade name rights and similar rights; (c) trade secrets rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature), whether arising by operation of law, contract, license, or otherwise; and(f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues now or hereafter in force (including any rights in any of the foregoing), of the Person, consistent with the definition of these terms in Florida Statutes. 1.10. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity, or other business association. 3 1.11. "Project Manager" means the City Manager or his designee(s), who is responsible for overseeing the implementation of the Equipment and Evidence.com Services, and any other permitted operating systems, and who has the power and authority to make administrative decisions relating to the City's obligations pursuant to this Agreement including, but not limited to, change order authorizations, subject to any limitations set forth in the City's Charter, Code, Florida Statutes or by the City Commission. 1.12. "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not that property is copyrightable or also qualifies as Confidential Information including, without limitation, products, samples, equipment, files, lists, books, notebooks, records,documents, memoranda,reports,patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of the Person, financial statements, budgets, projections and invoices. " TASER or of its 1.13. TASER Marks means all trademarks registered in the name of T S o y affiliates; other marks used by TASER or any of its affiliates on or in relation to the TASER's products and services at any time during the Term of this Agreement;, service marks, trade names, logos, brands and other marks owned by TASER; and all modifications or adaptations of any of the foregoing adaptations of any of the foregoing. 2. Term. 2.1. The term of this Agreement commences as of the Effective Date and continues for a period of one (1) year (the "Initial Term"). At its sole discretion, the City has the right, but not the obligation, to extend the term of this Agreement for up to four(4) additional, one(1) year renewal terms following the expiration of the Initial Term(each, a"Renewal Term" and collectively with the Initial Term, the "Term") to purchase additional Equipment and Evidence.com Services. The City may exercise the right to extend the term of this Agreement for a Renewal Term by providing written notice to TASER not less than thirty(30)days prior to the last day of the Initial Term or of a Renewal Term, as the case may be. The Parties acknowledge and recognize that the City may decline to renew this Agreement at its sole discretion, with or without cause. 2.2. During the Initial Term the City is obtaining 135 AXON cameras,related accessories,and five (5) years of Evidence.com Ultimate Licenses and Evidence.com storage (the "First Installment Purchase"). The five (5) years of Evidence.com Ultimate Licenses and Evidence.com storage are being prepaid by the City in accordance with Exhibit A, and those services must continue irrespective of the City's rights for not renewing the Agreement pursuant to those Renewal Terms set forth in Section 2.1. 2.3. TASER and the City acknowledge that each purchase during the Term made subsequent to the First Installment Purchase is identified as an "Installment Purchase," for this 4 Agreement. After the First Installment Purchase, the City may cancel any future Installment Purchases of Equipment or Evidence.com Services identified on Exhibit A during any portion of the Term, at its sole discretion and without any penalty. 2.4. In the event the City terminates the Agreement, and as part of that termination ceases to use the Evidence.com Services and Ultimate Licenses, TASER must provide the City a prorated credit for the allocated remainder of the Evidence.com Services, Evidence.com storage, and TAP services that the City purchased in its First Installment Purchase or any Subsequent Installment Purchase. The prorated credit may be used by the City to purchase other TASER products and services, and must be used within five (5) years of TASER issuing the credit. 3. Provision of Equipment and Evidence.com Services. TASER must provide the Equipment and Evidence.com Services to the City in accordance with the terms and provisions of the Agreement, and in the quantities and prices listed on the Quotes, attached as Exhibit A. The quantities, prices, Equipment, Evidence.com Services, Evidence.com Storage, and TAP Services set forth in Exhibit A are fully incorporated within this Agreement, and bind the City and TASER accordingly, unless the Agreement is not renewed or is terminated. The City and TASER acknowledge that the purchase of the Equipment and the Evidence.com Services g p beyond the Initial Term are contingent upon the City's exercise of a Renewal Term, except TASER must continue to comply with Provision 2.2 herein. In no event will the City be penalized should it determine not to purchase any Equipment or Evidence.com Services beyond the Initial Term, unless the City has exercised a Renewal Term in accordance with the provisions of this Agreement. During the Term, any and all updates, patches and bug fixes surrounding the Equipment and Evidence.com Services must be made-available to the City at no additional charge. 4. Exchange of Equipment. Within the Term, the City may exchange the AXON cameras for another AXON camera model (e.g., an AXON Flex camera for an AXON body camera) at no additional cost to the City. 5. Payment and Shipping Terms. Invoices are due and payable in accordance with Florida's Prompt Payment Act. Unless the City provides TASER with a valid and correct tax exemption certificate applicable to its purchase and ship-to location, the City is responsible for sales and other taxes associated with its orders. TASER may make partial shipments and products may ship from multiple locations. All shipments are FOB destination and acceptance. The City's Project Manager will provide written confirmation of acceptance within 14 calendar days of anticipated delivery date. Delivery is typically 2-6 weeks after receipt of order. 6. Support. TASER must make available throughout the Term of the Agreement e-mail and telephone support to the Project Manager, and any other support contacts designated by the Project Manager. 7. Change Orders. The City may from time to time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice to TASER, setting forth in reasonable 5 detail the proposed changes (a"Change Order Notice"). Upon TASER's receipt of a Change Order Notice, TASER must deliver a written statement describing the effect, if any, the proposed changes would have on the terms of this Agreement(the "Change Order Proposal"). The Change Order Proposal must include: (a)a detailed breakdown of the charge and schedule effects; (b) a description of any resulting changes to the specifications and obligations of the parties; (c) a schedule for the delivery and other performance obligations; and (d) any other information relating to the proposed changes reasonably requested by the City. Following the City's receipt of the Change Order Proposal,the parties must negotiate in good faith and agree to a plan and schedule for implementation of the proposed changes, the time, manner and amount of payment or price increases or decreases (if any), as the case may be, and any other matters relating to the proposed changes. Any failure of the parties to reach agreement with respect to any of the foregoing as a result of any proposed changes is not a breach of this Agreement, and any disagreement must be resolved in accordance with Section 21. 8. TASER Assurance Plan ("TAP"). The City is purchasing TAP, in conjunction with the Ultimate Evidence.com License tier ("Ultimate License"), for the operation of the AXON cameras purchased by the City under this Agreement. 8.1. TAP Generally. 8.1.1. TAP provides the City with an extended warranty coverage for the AXON flex camera and controller, AXON body camera, and Evidence.com Dock. TAP also provides Spare Products for the AXON cameras and upgrade models at the end of the TAP term. TAP does not apply to software or services offered for b on or Pp Y � Y> > through the TASER.com or Evidence.com websites. 8.1.2. In the event this Agreement is not renewed by the City for the Renewal Term(s), the TAP will be terminated by TASER, and the City will not be entitled to a refund or credit,unless authorized within other Provisions of the Agreement. TASER will be obligated to provide the free Upgrade Models in accordance with Section 8.4. 8.2. TAP Warranty Coverage. TASER's Hardware Warranty, Limitations and Release for Law Enforcement CEW Products and On-Officer Cameras ("Hardware Warranty"), attached as Exhibit B, applies to TAP. TAP includes the extended warranty coverage described in the Hardware Warranty. TAP for the AXON camera products also includes free replacement of the AXON flex controller battery and AXON body battery during the TAP Term (this applies to replacement for batteries which fail to function for any reason not excluded by the Hardware Warranty). TAP warranty coverage starts when the AXON cameras are received and accepted by the City. The City may not have both an optional extended warranty and TAP on the AXON camera/Evidence.com Dock products. 8.3. Spare AXON Cameras. 8.3.1. TASER must provide the City with a predetermined number of spare AXON cameras (and controllers if applicable) (collectively the "Spare Products") as delineated within Exhibit A, which the City may store, keep or maintain at its sole 6 discretion, in order to replace non-functioning units and to improve the availability of the units to City employees in the field. The predetermined number of spare AXON Cameras and controllers is identified in Exhibit A. 8.3.2. The City is obligated to return to TASER, through TASER's return process, any broken or non-functioning units for which a Spare Product is utilized, and TASER must repair or replace the non-functioning unit with a replacement product.TASER warrants that it must repair or replace the unit which fails to function for any reason, not excluded by the TAP warranty coverage, during the TAP Term, with the same product or a like product, at the City's sole option and discretion. The return of the broken or non-functioning unit is at no cost or penalty to the City. 8.3.3. Within one-hundred twenty (120) days of the end of each TAP Term for each Installment Purchase, the City must return to TASER all Spare Products. TASER will provide written notice to the City identifying the Spare Products that have not been returned, and within thirty (30) days of receiving that notice, the City will either pay for the unreturned Spare Products at the current MSRP or dispute the amounts in accordance with Section 21. If all the Spare Products are returned to TASER, then TASER will refresh the City's allotted number of Spare Products with Upgrade Models if the City purchases a new TAP for the Upgrade Models. 8.4. TAP Upgrade Models. 8.4.1. Cameras. If the City makes or has made all required payments during the TAP Term-,-then the City will receive an upgrade to the AXON Flex cameras, AXON Body cameras, and accessories at no cost or expense to the City, once after 30 months (2.5 years) from the date the AXON cameras where accepted by the City, and again every 30 months thereafter (2.5 years). The City must receive those upgrades for the First Installment Purchase, regardless of whether it exercises a Renewal Term(s) pursuant to Section 2.2. The City will make reasonable commercial efforts to return the products to be replaced, within thirty (30) days, after the City receives the Upgrade Models, and the City acknowledges that the failure to return the products to TASER will result in the deactivation of the serial numbers for the products for which the City received Upgrade Models, unless the City purchased additional Evidence.com licenses for the AXON camera products. Any AXON camera products replaced within two (2)months prior to the scheduled upgrade will be deemed the Upgrade Model. 8.4.2. Docks. If the City makes or has made all required payments during the TAP Term, then the City will receive an upgrade to the Evidence.com Dock(s) at no cost or expense to the City, once after 30 months (2.5 years) from the date the Evidence.com Dock(s) cameras where accepted by the City, and again every 30 months thereafter (2.5 years). The City must receive those upgrades for the First Installment Purchase, regardless of whether it exercises a Renewal Term(s) pursuant to Section 2.2. The City will make reasonable commercial efforts to return the products to be replaced, within thirty (30) days, after the City receives the 7 Upgrade Models. TASER will upgrade the Evidence.com Docks free of charge, with a new Evidence.com Docks with the same number of bays that is the same product or a like product, at the City's sole option. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 9. Federal Government. Any use, copy or disclosure of Evidence.com Services by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995). FAR 52.227-19, or FAR 52.227 (ALT III), as applicable. 10. Evidence.com Services. 10.1. Access Rights. The City has access and use of the Evidence.com Services and the City Content during the Term. The City agrees to adhere to this Agreement and all laws,rules, regulations, and policies applicable to the City's use of the Evidence.com Services. In the event the City obtains knowledge regarding a negative impact on the security and integrity of the Evidence.com services, the City will notify TASER of the negative impact. 10.2. Ownership of City Content. The City controls and owns all right,title,and interest in and to City Content, and TASER obtains no rights, title or interest to City Content. The City consents to TASER's limited access to City Content solely for the purpose of providing and supporting the Evidence.com Services to the City and the City's end users in accordance with Section 34. The City represents that it owns the City Content. 10.3. Evidence.com Data Security. TASER will implement commercially reasonable and appropriate measures designed to secure City Content against accidental or unlawful loss, access or disclosure. TASER will maintain a comprehensive Information Security Program ("ISP") that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence the City uploads, security education, risk management, and data protection. The City is responsible for maintaining the security of its end user names and passwords, and taking steps to maintain appropriate security and access by its end users to City Content. Log-in credentials are for the City's internal use only, and the City may not sell,transfer,or sublicense them to any other entity or Person.The City is responsible for all activities undertaken by it, its employees, contractors or agents, and end users which result in unauthorized access to the City's account or City Content. Audit log tracking for the video data is an automatic feature of the Evidence.com Services, which provides details as to who accesses the video data, and may be downloaded by the City at any time. The City will contact TASER immediately if the City believes an unauthorized third party may be using the City's account or City Content or if the City's account information is lost or stolen. 10.4. TASER Support. TASER will make available to the City updates as released by TASER to the Evidence.com Services. Updates may be provided electronically via the Internet. 8 It is the City's responsibility to establish and maintain adequate access to the Internet in order to receive the updates. TASER will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change(except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities). The City is responsible for maintaining the computer equipment and Internet connections necessary for its use of the Evidence.com Services. 10.5. Data Privacy. TASER will not disclose City Content or any information about the City except as compelled by a court or administrative body or required by any law or regulation. TASER must give the City notice if any third-party disclosure request is received for City Content,and TASER must not disclose City content without the express written permission of the City, except when required by a court or administrative order. In the event TASER is served with a court or administrative order or subpoena, TASER must give the City notice, and allow the City to file an objection with the court or administrative body. City agrees to allow TASER limited access to certain information from the City in order to: (a) perform troubleshooting services for the City's account at the City's request or as part of TASER's regular diagnostic screenings; (b) enforce this Agreement; or(c) perform analytic and diagnostic evaluations of the systems. 10.6. Data Storage. TASER will determine the locations of the data centers in which City Content will be stored and accessible by the City's end users. TASER will ensure that all City Content stored in the Evidence.com Services remains within the United States including any backup data, replication sites, and disaster recovery sites. City consents to the transfer of City Content to third parties for the purpose of storage of City Content. Third party subcontractors responsible for storage of City Content are contracted by TASER for data storage services. TASER acknowledges that Ownership of City Content remains with the City, irrespective of City Content being stored with third Parties. 10.7. Fees. Additional end users may be added during the Term, at the pricing in effect at the time of purchase of additional end users,prorated for the duration of the Term.Additional end user accounts will terminate on the same date as the pre-existing licenses. TASER reserves the right to charge additional fees for the City exceeding its purchased storage amounts, and must not impose those additional fees without remitting a Notice to the City. The City has the option to download and export the City Content at any time during the Term; however, if the City desires TASER's assistance in the downloading or exporting of City Content during or after the Term, then TASER reserves the right to charge an additional fee. 10.8. Suspension of Evidence.com Services. TASER and the City acknowledge that the Evidence.com Services may be temporarily suspended by TASER, provided the temporary suspension is directly attributable to a significant security concern. In the event of an extended inability of the City to access the Evidence.com Services under this Section 10.8 for longer than 2 calendar days, the City will be provided a prorated credit or extension of the Term, at the City's sole discretion. 9 10.9. Return of City Content. 10.9.1. During the Term. The City can log into the Evidence.com Services to retrieve and manually download City Content, and audit trail logs at any time during the Term. 10.9.2.After Termination. TASER will not delete any of City Content as a result of a termination during the one(1) year following termination. During this one(1)year period, the City may retrieve City Content (there will be no application functionality of the Evidence.com Services during this one (1) year period other than the ability for the City to view and retrieve City Content). City will not incur any additional fees or costs if it downloads City Content from the Evidence.com Services during this one (1) year period. TASER has no obligation to maintain or provide any of City Content after the one(1)year period, and will thereafter,unless legally prohibited, delete all of City Content stored in the Evidence.com Services. Upon request, TASER will provide written proof that all of City Content has been successfully deleted or fully removed from the Evidence.com Services. 10.9.3. Post-Termination Assistance. TASER will provide the City with the same post- termination data retrieval assistance that TASER generally makes available to all customers. Should TASER provide additional assistance to the City in the downloading or transferring of City Content, the City will be required to pay additional fees in accordance with Section 10.7, and TASER will not warranty or guarantee data integrity or readability in the external system. 10.10. Intellectual Property Rights. TASER or its licensors own and reserve all right,title,and interest in and to the Evidence.com Services and related software. Subject to the terms of this Agreement, TASER grants the City a limited, revocable, non-exclusive, non- sublicensable, non-transferrable license to access and use the Evidence.com Services solely in accordance with this Agreement during the Term.TASER owns all right,title, and interest in and to the Evidence.com Services, including without limitation all Intellectual Property Rights. This license is not a sale of the original software or any copy. If the City provides any suggestions to TASER for enhancements or improvements, TASER will own all right, title, and interest in and to the suggestions, and have the right to use the suggestions without restriction. The City irrevocably assigns to TASER all right, title, and interest in and to the suggestions, and agrees to provide TASER any reasonable assistance TASER may require to document, perfect, and maintain TASER's rights in the suggestions. 10.11. License Restrictions. Neither the City nor any its end users may use the Evidence.com Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither the City nor any of its end users may, or attempt to: (i) permit any third party to access the Evidence.com Services except as permitted in this Agreement; (ii) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (iii) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source 10 code of any software included in the Evidence.com Services, or allow any others to do the same; (iv) access or use the Evidence.com Services in a way intended to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (v)copy the Evidence.com Services in whole or part, except as expressly permitted in this Agreement; (vi) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (vii) resell, rent, loan, or sublicense the Evidence.com Services; (viii) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services;(ix)remove,alter,or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of TASER or TASER's licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or (x) knowingly use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third-party privacy rights,or to store or transmit malicious code. All licenses granted to the City in this Agreement are conditional on the City's continued compliance this Agreement, and will immediately and automatically terminate if the City does not comply with this Agreement. During and after the Term, the City will not assert against TASER or any of TASER's affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Evidence.com Services the City has used. The City may use the TASER Marks in accordance with the TASER Trademark Use Guidelines (located at www.TASER.com). 10.12. Third-Party Products and Services. No purchase of third-party products or services is required to use the Evidence.com Services other than a computer and Internet access. Any acquisition by the City of third-party products or services and any exchange of data between the City and any third-party provider, is solely between the City and the applicable third-party provider. TASER does not warrant or support third-party products or services, whether or not they are designated by TASER as "certified" or otherwise, except as specified in a Quote. If the City installs or enables Third-Party Applications for use with Evidence.com Services, the City acknowledges that TASER may need to allow providers of those Third-Party Applications to access City Content as required for the interoperation of the Third-Party Applications with the Evidence.com Services. TASER is not responsible for any disclosure, modification or deletion of City Content resulting from any access by Third-Party Application providers. 10.13. Representations of the City. The Mayor and City Commission, at their September 10, 2014 Commission meeting, authorized the City to execute this Agreement. A copy of the Resolution No.2014-28746 is hereby attached and incorporated as Exhibit C,which sets forth the anticipated monetary payments by the City pursuant to the Agreement. City is solely responsible for: (i) ensuring that its use of the Evidence.com Services is in accordance with applicable law; (ii) all data before it is uploaded to the Evidence.com Services; (iii) configuring and setting up any networks that it connects to the Evidence.com Services; (iv) any security settings it establishes to interact with or on the Evidence.com Services; (v)any dispute between City and any of its end users; 11 and (vi) any dispute between City and any third-party over the City's collection or use of City ontent except as set forth in Section 15. ty p 10.14. TASER's Warranty. TASER warrants that the Evidence.com Services: (i)will perform materially in accordance with the Documentation; (ii) will be performed in a timely and professional manner by qualified persons with the technical skills, training, and experience to perform the Evidence.com Services; and (iii) will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. All warranties or guarantees given or made by TASER with respect to the Evidence.com Services are solely for the benefit of the City and its end users and are not transferable. TASER disclaims any warranties or responsibility for data corruption or errors surrounding the data that is uploaded to the Evidence.com Services which originates from equipment or sources not provided by TASER. 11. General License; Reservation of Rights. 11.1. General License. Subject to the terms and conditions of this Agreement, TASER grants the City, and-the City accepts from TASER upon the terms and conditions specified in this Agreement, a non-exclusive, non-transferable license during the Term of this Agreement to: (i) solely within the City, access and use the Evidence.com Services for the purpose authorized by the City pursuant to the terms of this Agreement; (ii) to print copies of any content posted on the Evidence.com Services in connection with the use of the Evidence.com Services; (iii) disclose to the public that TASER is providing Equipment and Evidence.com Services to the City pursuant to the terms of this Agreement; and (iv) use and display the TASER Marks on or in marketing, public awareness or education, or other publications or materials relating to TASER. 11.2. Restricted Use. The City will not: (i) knowingly use any of the TASER Marks in any way which might prejudice their distinctiveness, validity or the goodwill of TASER therein; (ii) use any trademarks or other marks other than the TASER Marks or City Marks, in connection with the City's use of the Equipment and Evidence.com Services pursuant to the terms of this Agreement without first obtaining the prior consent of TASER or the City; or (iii) disassemble, de-compile or otherwise perform any type of reverse engineering to the Evidence.com Services, the Equipment, or to any Intellectual Property or Proprietary Property of TASER. 11.3. Protection of Rights. TASER has the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of TASER including, without limitation, the filing of applications to register as trademarks in any jurisdiction any of the TASER Marks; the filing of patent application for any of the Intellectual Property of TASER; and making any other applications or filings with appropriate Governmental Authorities. The City will not take any action to remedy or prevent any third-party infringing activities, and will not in its own name make any registrations or filings with respect to any of the TASER Marks or the Intellectual Property of TASER without the prior written consent of TASER. 12 11.4. Infringement. The City will use reasonable commercial efforts to give TASER prompt notice of known activities or threatened activities of any Person of which it reasonably becomes aware that infringes the TASER Marks or any of TASER's Intellectual Property. TASER has the exclusive right, but not the obligation,to take action to enforce its rights. 11.5. Infringing Use. The City will give TASER prompt written notice of any action or claim action or claim, whether threatened or pending, against the City alleging that the TASER Marks, or any other Intellectual Property of TASER, infringes or violates any patent, trademark, copyright, trade secret or other Intellectual Property of any other Person, and the City will render to TASER reasonable cooperation and assistance as is reasonably requested by TASER in the defense thereof, provided, however, that TASER will reimburse the City for any and all reasonable costs including, without limitation, attorney's fees and court costs, as well as City staff costs, incurred in providing the cooperation and assistance. If such a claim is made and TASER determines in the exercise of its sole discretion, or a court or administrative proceeding of competent jurisdiction determines, that an infringement may exist, TASER has the right, but not the obligation, to procure for the City the right to keep using the allegedly infringing items, modify them to avoid the alleged infringement, or replace them with non- infringing items,all at no cost and/or liability to the City. In addition,in such event,either party has the right, to terminate this Agreement pursuant to Section 13. 12. Representations and Warranties. 12.1. TASER Representations and Warranties. 12.1.1. TASER warrants and represents to City that: (a) it has all right,power and authority to execute and deliver this Agreement and perform its obligations hereunder; and (b) it has all ownership rights, licenses, or other required authority to use the Evidence.com Services. 12.1.2. TASER warrants and represents to City that any and all services provided by TASER pursuant to this Agreement will be performed in a professional and workmanlike manner and, with respect to the installation of the TASER's Equipment and Evidence.com Services, subject to applicable law, and in compliance with all specifications provided to TASER. 12.2. City Representations and Warranties. 12.2.1. The City warrants and represents to TASER that it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder;provided that TASER acknowledges that the First Installment Purchase is premised on being consistent with the requirements and authority of State law, applicable attorney general opinions, and any City Ordinance, (if any), and City cannot warrant the outcome of any judicial or legislative action that may be taken affecting these authorities subsequent to the Effective Date of this Agreement. 13 12.2.2. The City warrants and represents to TASER that any and all services provided by the City pursuant to this Agreement will be performed in a professional and workmanlike manner. 13. Termination. 13.1. Either party has the right to terminate this Agreement at any time during the Term, upon thirty (30) written notice to the other, if. (a) State or federal statutes are amended to prohibit or materially change the operation of TASER's Equipment or Evidence.com Services so as to make it reasonably impractical to operate the Equipment or Evidence.com Services as contemplated by the parties under this Agreement including, without limitation, changes that would prohibit the use of the Equipment or Evidence.com Services, or which would impose restrictions on the City and uses that are contrary to the terms of this Agreement; (b) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that TASER has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property; or (c) the other party commits any material breach of any of the provisions of this Agreement. Notwithstanding,the preceding paragraph, either party will first have the right to remedy the default(s) within thirty (30) calendar days (or within such other time period as the City and TASER may mutually agree upon, which agreement will not be unreasonably withheld or delayed) after written notice from the non-defaulting party setting forth in reasonable detail the events of the cause for termination. In the event of a termination under this Section 13,the City will be relieved of any further obligations to TASER other than as specified in this Agreement. 13.2. City's Right to Terminate for Convenience. The City may terminate this Agreement, for any or no cause, upon thirty (30) days written notice to TASER. In the event of such termination,the City will have no further liability or obligation to TASER, other than to pay for Equipment accepted by the City (but payment has not been remitted), and will not be liable to TASER for any costs or expenses incurred by TASER after the date of termination. 13.3. Procedures upon Termination. Except as set forth in this Section 13, and except for any provisions of this Agreement which are expressly intended to survive termination (or expiration) of the Agreement, upon the termination of this Agreement, all of the provisions of this Agreement will terminate and: 13.3.1. TASER will: (a)immediately cease to provide the TAP and Evidence.com Services in connection with the installation of the Evidcne.com Services; (b) promptly deliver to the City any and all Proprietary Property of the City provided to TASER pursuant to this Agreement; (c) provide City all data pertaining to outstanding payments due to TASER; and (d) provide, in accordance with Section 10.7, the assistance as the City may reasonably request from time to time in connection with the termination of this Agreement. 14 13.3.2. The City will: (a) immediately cease using the Evidence.com Services and using any other Intellectual Property of TASER, except as provided for in Section 10.9; and (b) promptly deliver to TASER any and all Proprietary Property of TASER provided to the City pursuant to this Agreement. 13.3.3. TASER is entitled to payment for accepted Equipment and completed work, if any, incurred by the TASER up to the date of termination set forth in the written notice of termination. In no event will the City be liable to TASER for any indirect, incidental, special, lost profits or consequential damages. 14. Confidentiality. During the Term and for a period of three (3) years thereafter, neither party will disclose to any third person, or use for itself in any way for pecuniary gain, any Confidential Information learned from the other party during the course of the negotiations for this Agreement or during the Term. Upon termination of this Agreement, the receiving party must return to the disclosing party all tangible Confidential Information of the disclosing party. The receiving party must retain in confidence and not disclose to any third party any Confidential Information of the disclosing party without the disclosing party's express written consent, except (a) to its employees who are reasonably required to have the Confidential Information; and (b) to its agents, representatives, attorneys and other professional advisors that have a need to know the Confidential Information, provided that these parties undertake in writing (or are otherwise bound by rules of professional conduct) to keep such information strictly confidential. 15. Indemnifcation and Liability. 15.1. Indemnification Consideration and Survival. The parties recognize that various provisions of this Agreement including, without limitation, this Section 15, provide for indemnification by TASER and requires a specific consideration be given therefore. The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00) to TASER, receipt of which is acknowledged, is the specific consideration for the indemnities, and the providing of indemnities is deemed to be part of the specifications with respect to the Equipment and Evidence.com Services to be provided by TASER. This Section 15 states TASER's sole liability to, and the City's exclusive remedy against TASER for any type of claim specified in this Section 15. Furthermore, the parties understand and agree that the covenants and representations relating to these indemnification provisions survive the Term and or other termination or expiration of this Agreement and continue in full force and effect. 15.2. Indemnification - Negligence. TASER shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all claims, demands, or causes of action, of whatsoever kind or nature (for purposes of this Section 15, hereinafter "Claims"), and the resulting losses, costs, expenses,reasonable attorneys'fees, liabilities,damages, orders, judgments, or decrees (for purposes of this Section 15, hereinafter "Losses"), sustained by the City arising out of,or by reason of,or resulting from TASER's negligent acts,errors,or omissions,except 15 to the extent such Losses arise from the negligence or willful misconduct of the City or its employees or agents. 15.3. Indemnification - Infringements. TASER represents to City that TASER is unaware that the Equipment and Evidence.com Services to be furnished to the City pursuant to this Agreement infringe on any valid patent, trademark, copyright, trade secret or other proprietary right. Notwithstanding the preceding sentence, TASER shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all Claims, and the resulting Losses, sustained by the City by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to Equipment and Evidence.com Services furnished pursuant to this Agreement. TASER will defend, at its sole cost and expense, with legal counsel reasonably acceptable to the City, any Claim brought against the City,to the extent that it is based on a claim that all or any Equipment and Evidence.com Services furnished to City by TASER pursuant to this Agreement, become unusable as a result of any such infringement or claim. If TASER receives notice of an alleged infringement, or if City's use of the Evidence.com Services will be prevented by permanent injunction, TASER may, at its sole option and expense,procure for the City the right to continue using the Equipment or Evidence.com Services as provided in this Agreement, modify the Equipment or Evidence.com Services so that it no longer infringes,replace the Equipment or Evidence.com Services with other services of equal or superior functional capability, refund to City all amounts paid by City to TASER under this Agreement for the Equipment or Evidence.com Services in the 2.5 year period immediately preceding the first event giving rise to the claim of infringement, or in the case of trademark infringement, instruct City to use an alternative trademark. TASER has no liability to City if any alleged infringement or claim of infringement is to any extent based upon: (a)any modification of the Equipment or Evidence.com Services by City or any third party not approved by TASER; (b) use of the Equipment or Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by TASER; or(c)the use of other than the most current release or version of any software provided by TASER, which the City has failed to utilize within 7 days of its release by TASER as part of or in connection with the Equipment or Evidence.com Services. 15.4. Legal Challenges. In the event of a legal challenge in a civil lawsuit pertaining to Evidence.com Services and the manner, mechanism, method or system of collecting, storing or operating, TASER will defend this type of Claim brought against the City, except to the extent the legal challenge is based on City's retention, deletion, sharing or redaction of City Content. In the defense of any such Claim,TASER shall use reasonable efforts to first utilize TASER's legal counsel. In the event that the defense of a Claim requires the parties to retain legal counsel,the City and TASER will mutually select and agree upon said counsel, and the cost of the defense (including appeals) shall be the sole responsibility of TASER. Notwithstanding the preceding sentences, the parties will mutually control the defense of any Claims including, without limitation, any negotiations to settle a Claim; provided, however, that in the event that the City determines not to oppose or defend a particular Claim, the City must notify TASER in 16 writing, and TASER may take over and assume sole control of the defense or settlement of such Claim, at TASER's sole cost and expense. Subject to all available appeals, in the event that, pursuant to Claim under this Section 15.4, a court of competent jurisdiction or the State of Florida (including any of its TASER must a agencies)orders or requires the City to make any monetary payments, p y all such monetary claims on behalf of the City and, further, assist the City to perform all relevant (i.e. non-monetary) portions of any such order, decree,judgment, etc., required to be performed by the City. TASER must pay the cost of any court ordered or court awarded attorney's fees and court costs incurred by the plaintiff (or plaintiffs) in connection with the defense of a Claim(s). 15.5. Other Claims. The City will provide written notice to TASER of other types of claims involving the functionality of the Equipment or Evidence.com Services that the City reasonably believes TASER has the legal obligation indemnify, Hold Harmless and defend the City. After receiving the notice, TASER will determine whether it will indemnify, Hold Harmless and defend the City regarding the claim, join with the City and share the defense of the claim,or if it will decline to indemnify the City. This Section 15.5 does not create a separate obligation for TASER to indemnify the City, and does not prohibit the City from seeking its legal remedies pursuant to Section 15. 15.6. Settlement of Claims. The City and TASER will cooperate in the settlement of any Claim. The City has the right to settle any Claim, without the prior consent or agreement of TASER, unless it: (a) would materially affect TASER's material rights or material interests under the terms of this Agreement; (b) would not result in TASER's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement; or (c) would require TASER to make a monetary payment. The City's right to settle a Claim without the consent or agreement of TASER does not apply in the event the City determines not to defend or oppose a Claim. TASER does not have the right to settle any Claim without the prior written consent of the City, which consent will not be unreasonably withheld,conditioned, or delayed. The City's failure to consent to any settlement to which its consent is required has no effect on TASER's indemnification and defense obligations under the Agreement. 15.7. Notice of Claims. If the City or TASER receives notice of any claim or other circumstances which could give rise to losses under this Section 15 or the Agreement, the receiving party must give written notice to the other party within ten (10) days of receipt.The notice must include the following: (a)a description of the claim in reasonable detail; (b)the basis on which indemnification may be due;and(c)the anticipated amount of the losses. This notice will not stop or prevent the City from later asserting a different basis for indemnification or a different amount of losses than that indicated in the initial notice. If the City does not provide this notice within the ten (10) day period, it does not waive any right to indemnification except to the extent that TASER is materially: (i) prejudiced; (ii) suffers loss; or (iii) incurs expense because of the delay. Within thirty 17 (30) days after receiving the City's notice, TASER must advise the City as to whether or not it will defend the claim. If TASER does not assume the defense, and it is a claim entitled to indemnification under Section 15,the City may assume and control its defense, without further notice to TASER required, and all City defense will constitute an indemnified loss for which TASER will be obligated for under this Section 15. 15.8. Limitations of Liability.NEITHER TASER NOR ANY OF TASER'S AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE CITY'S INABILITY TO USE OR ACCESS THE EVIDENCE.COM SERVICES DUE TO THE CITY'S NETWORKS OR INFRASTRUCTURE; (b)FAILURE TO ENSURE IT IS USING THE MOST CURRENT SOFTWARE WITHIN 7 DAYS OF TASER RELEASING THE SOFTWARE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES SUBSEQUENT TO TERMINATION OF THIS AGREEMENT UNDER SECTION 13; OR (D) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY THE CITY IN CONNECTION WITH THIS AGREEMENT. 16. Independent Contractor.This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that TASER is an independent contractor under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. TASER retains sole and absolute discretion in the judgment of the manner and means of carrying out TASER's activities and responsibilities in accordance with federal, state and local law. TASER agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business, that it has made its own investment in its business,and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the TASER and the City,and the City will not be liable for any obligation incurred by TASER including but not limited to unpaid minimum wages and/or overtime premiums. 17. Assignments; Amendments. Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other party; except that TASER may assign or otherwise transfer this Agreement or any of TASER's rights or obligations under this Agreement without the City's consent, provided the City receives written notification pursuant to Section 19.2, (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of TASER's assets, (c) to as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing,this Agreement will be binding upon,and inure to the benefit of the parties and their respective successors and assigns. It is further agreed that no modification, amendment or alteration in the terms or conditions contained in this Agreement are effective unless contained in a written document executed by both parties. 18 18. No Contingent Fees. TASER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for TASER to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for TASER any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or infraction of this provision, the City has the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 19. Notices. All communications and notices to be made or given pursuant to this Agreement must be in accordance with this Section. 19.1. Evidence.com Administration Notices. TASER may provide Evidence.com administration related notices concerning the City under this Agreement by: (a) posting a notice on the City's specific agency Evidence.com site; or(b) sending a message to the email address(es)then associated with the City's account. 19.2. All Other Notices. For all other notices under this Agreement, they must be in writing and sent by personal delivery, overnight courier or registered or certified mail addressed to the parry for whom it is intended, at the addresses listed below. CITY: City of Miami Beach Attn.: Jimmy L. Morales, City Manager Office of the City Manager 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33140 Email: JimmyMorales @miamibeachfl.gov Tel.: 305-673-7000 ext. 7010 AND City of Miami Beach Attn.: Eric J. Kolbinsky Department of Emergency Management 2310 Pine Tree Drive, 3rd Floor Miami Beach, FL 33140 Email: EricKolbinsky @miamibeachfl.gov Tel: 305-673-7000 ext. 8417 TASER: TASER International, Inc. Attn: Legal Department 17800 North 85th Street Scottsdale, Arizona 85255 Email: legal@taser.com Phone: 800-978-2737 19 Either party may change the address or designated party for notices by providing the other party with written notice of the new address and contact person, which will supersede the addresses listed in this Section and will not be deemed a violation of Section 17. 20. Audit Rights. Each of parties has the right to audit the books and records of the other party (the "Audited Party") solely for the purpose of verifying the payments, if any, payable pursuant to this Agreement. Any audit must be conducted upon not less than forty-eight (48) hours' prior notice to the Audited Party, at mutually convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this Agreement, the cost of any audit will be borne by the non-Audited Party. In the event any the audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement, the Audited Party must promptly pay the amount of the shortfall, and in the event that any audit establishes that the Audited Party has underpaid any payment by more than ten percent(10%) of the amount of actually owing, the cost of the audit will be borne by the Audited Party. In the event any audit establishes any overpayment by the Audited Party of any payment made pursuant to this Agreement, the non-Audited Party must promptly refund to the Audited Party the amount of the excess. 21. Dispute Resolution. Upon the occurrence of any dispute or disagreement between the parties arising out of or in connection with any term or provision of this Agreement,the subject matter of this Agreement, or the interpretation or enforcement of this Agreement (the "Dispute"), the parties will engage in informal,good faith discussions and attempt to resolve the Dispute.Upon written notice of either party, each of the parties will appoint a designated officer who will meet with the other party's designated officer for the purpose of discussing and attempting to resolve the Dispute. The designated officers will meet as often as the parties deem reasonably necessary. If the parties are unable to resolve the Dispute in accordance with this Section, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely,then the parties may mutually agree to submit to nonbinding mediation. 22. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate that party with respect to all provisions contained in this Agreement. 23. Headings. Headings are for the convenience of reference only, and will not be considered on any interpretation of this Agreement. 24. Waiver. The failure by either party to strictly enforce any provision or right of this Agreement will not constitute a present or future waiver of the provision nor limit the party's right to enforce the provision at a later time. All waivers by a party must be in writing, and sent in accordance with this Agreement to be effective. 25. Legal Representation. Each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract will be 20 interpreted strictly against the party preparing the contract will not apply due to the joint contributions of both parties. 26. Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.Any invalid or unenforceable provisions will be interpreted, by a Court of competent jurisdiction, to effect the intent of the original provision. If such construction is not possible, the invalid or unenforceable provision will be severed from this Agreement and the rest of the Agreement will remain in full force and effect, except that this provision must not be deemed to deprive any party of any legal remedy, including termination pursuant to Section 13. 27. Insurance. 27.1. Throughout the Term, TASER agrees to maintain in force at its own expense insurance as follows: 27.1.1. Commercial General Liability insurance to cover liability bodily injury and property damage and professional liability for the training of third parties in the use of TASER's products. Exposures to be covered are premises, operations, products\completed operations, and contractual liability. Coverage must be written on a claims made basis, with the following limits of liability. A. Bodily Injury/Property Damage $15000,000 1. Each Occurrence 2. Annual Aggregate $1,0001,000 B. Personal Injury $1,000,000 1. Annual Aggregate 27.1.2. Worker's Compensation Insurance to comply with Florida statutory limits for all employees residing in Florida. The following limits must be maintained: A. Worker's Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease-policy limit $100,000 Disease-employee If TASER claims to be exempt from this requirement, TASER must provide the City proof of the exemption along with a written request for City to exempt TASER, written on TASER letterhead. 27.1.3. Business Auto Liability coverage to include owned,hired and non-owned vehicles. A. Bodily Injury and Property Damage combined single limit 1. Each Occurrence $1,000,000 21 27.2. TASER must name the City of Miami Beach as an additional insured and Certificate Holder on each of the policies required b this Section,with the exception of the Worker's i P q Y P Compensation policy. 27.3. Certificates of Insurance,reflecting evidence of the required insurance,must be filed with the City's Risk Manager prior to the commencement of this Agreement. These Certificates must contain a provision that coverage's afforded under these policies will not be canceled until at least thirty (30) days prior written notice has been given to the City. Policies must be issued by companies authorized to do business under the laws of the State of Florida.Financial Ratings must not be less than"B+-VI" or better,per Best's rating guide, latest edition. Insurance must be in force until the obligations required to be fulfilled under the terms of this Agreement are satisfied. In the event the insurance certificate provided indicates that the insurance will terminate and lapse during the period of this Agreement, then in that event, the TASER will furnish, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the Agreement. TASER will not utilize or access City's facility pursuant to this Agreement unless all required insurance remains in full force and effect. 27.4. Any insurance required of TASER pursuant to this Agreement must also be required by any sub-contractor of TASER who conducts work directly for the City under this Agreement in the same limits and with all requirements as provided herein, including naming the City and TASER as an additional insured and Certificate Holder, in any work is subcontracted. TASER and any sub-contractor of TASER shall maintain such policies during the Term. 28. Governing Law and Exclusive Venue. This Agreement is governed by, and construed in accordance with,the laws of the State of Florida,both substantive and remedial,without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement is Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND TASER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 29. Entire Agreement. This Agreement, including the Exhibits, is the entire agreement between the City and TASER regarding the Equipment and Evidence.com Services to be provided by TASER. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the City and TASER, whether written or verbal, regarding the Equipment and Evidence.com Services delineated in this Agreement. The City acknowledges that it is entering into this Agreement is based solely on the provisions in this Agreement, and is not contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by TASER regarding future functionality or features of the Equipment or Evidence.com Services. 30. Attorney Fees. In the event that either party brings suit for enforcement of this Agreement,the prevailing party will not be entitled to attorneys' fees or court costs. 22 31. Most Favored Customer. TASER represents that the fees, charges, and/or costs paid to TASER under this Agreement do not exceed the current fees, charges or costs paid to TASER by other Florida cities, counties and/or municipalities for the same (or substantially similar) products and services in a quantity that is within 25% of the Equipment and Evidence.com Services purchased by the City and specifically described in this Agreement. In the event the stated fees, charges and/or costs charged to the City under this Agreement are determined to be higher, then the fees, charges and/or costs will be reduced accordingly for future purchases under this Agreement. In such an event, TASER agrees to offer the same (or lower) fees, charges and/or costs to the City as those charged to other Florida cities, counties and/or municipalities for the same (or substantially similar) services described in this Section. 32. Force Maieure. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, hurricanes, folds, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, or Governmental Authorities approval delays which are not caused by any act or omission by TASER. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. 33. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. 34. Compliance with Florida Public Records Law. Pursuant to Section 119.0701 of the Florida Statutes, if TASER meets the definition of "Contractor" as defined in Section 119.0701(1)(a), TASER shall: a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service; b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; C) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and d) Meet all requirements for retaining public records and transfer to the City, at no City cost, all public records created, received, maintained and/or directly related to the performance of this Agreement that are in possession of TASER upon termination of this Agreement. Upon termination of this Agreement,TASER shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the City. For purposes of this Article, the term "public records" means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official 23 business of the City: TASER's failure to comply and notice the City with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes is a breach of this Agreement. TASER must provide the City with notice of its receipt of a public record request(s), and the City must respond to the request pursuant to Chapter 119 of the Florida Statutes. In the event TASER does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF MIAMI BEACH, F ORIDA PHILIP LEV E MAYOR Date: ATTEST: APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION RALPH RI ADD •,.. LERK vt l ��� y;�.�>- °•°� City Attorney Date f TASER INTERNATIONAL.., INC. NCORP ORAIED:� 0 PA\T W. SMITH, CEO Date: September 26, 2014 ATTEST: 1-10'11LY GIBEAUT ASSISTANT GENERAL COUNSEL Date: September 26, 2014 24 EXHIBIT A TASER International Protect Truth 17800 N 85th St. Scottsdale,Arizona 85255 =_ United States Phone: (800)978-2737 _ -- �■ Fax: (480)991-0791 Daniel Morgalo Quotation (305)673-7776 Quote: Q-14782-5 (305)673-7065 Date: 9/16/2014 3:30 PM danielmorgalo @miamibeachfl.gov Quote Expiration: 9/30/2014 Contract Start Date*: 10/15/2014 Contract Term: 5 years Bill To: Ship To: Miami Beach Police Dept.-FL Daniel Morgalo 1100 WASHINGTON AVE. Miami Beach Police Dept.-FL Miami Beach,FL 33139 1100 WASHINGTON AVE. US Miami Beach,FL 33139 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Joshua lsner 800-978-2737 jisner @taser.com Fedex-Ground Net 30 *Note this will vary based on the shipment date of the product. Initial Deployment--Due 10/1/14 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 65 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 25,935.00 USD 6,703.20 USD 19,231.80 3,250 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR 7.50 USD 24,375.00 USD 0.00 USD 24,375.00 CONTRACT 15 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 22,425.00 USD 0.00 USD 22,425.00 15 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 15 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 65 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 11,700.00 USD 0.00 USD 11,700.00 FRONT PAYMENT,ETM:5 YEAR 15 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 525.00 USD 525.00 USD 0.00 EVIDENCE.COM DOCK 65 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 214,500.00 USD 0.00 USD 214,500.00 YEAR 1,300 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 10,000.00 USD 5,000.00 3,250 86005 EVIDENCE.COM ARCHIVAL STORAGE 5 $0.30/GB USD 4,875.00 USD 0.00 USD 4,875.00 YEAR per year 65 73092 MOTO G,CONFIGURED,FLEX 199.00 USD 12,935.00 USD 12,935.00 USD 0.00 Page 1 of 5 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 2 Spare Body CAMERA SYSTEM,AXON BODY USD 0.00 USD 0.00 USD 0.00 Initial Deployment-Due 10/1/14 Total: USD 332,270.00 Initial Deployment-Due 10/1/14 Net price: USD 302,106.80 Deployment 2-4/1/15 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 50 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 19,950.00 USD 19,950.00 USD 0.00 2,500 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR 7.50 USD 18,750.00 USD 18,750.00 USD 0.00 CONTRACT 15 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 22,425.00 USD 22,425.00 USD 0.00 15 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 15 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 50 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 9,000.00 USD 9,000.00 USD 0.00 FRONT PAYMENT,ETM:5 YEAR 15 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 525.00 USD 525.00 USD 0.00 EVIDENCE.COM DOCK 50 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 165,000.00 USD 165,000.00 USD 0.00 YEAR 1,000 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 15,000.00 USD 0.00 2,500 86005 EVIDENCE.COM ARCHIVAL STORAGE 5 $0.30/GB USD 3,750.00 USD 3,750.00 USD 0.00 YEAR per year 50 73092 MOTO G,CONFIGURED,FLEX 199.00 USD 9,950.00 USD 9,950.00 USD 0.00 2 Spare Body CAMERA SYSTEM,AXON BODY USD 0.00 USD 0.00 USD 0.00 Deployment 2-4/1/15 Total: USD 264,350.00 Deployment 2-4/1/15 Net price: USD 0.00 Deployment 3--10/1/15 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 55 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 82,225.00 USD 0.00 USD 82,225.00 55 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 55 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 320 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 11,520.00 USD 0.00 USD 11,520.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 55 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 1,925.00 USD 0.00 USD 1,925.00 EVIDENCE.COM DOCK 16,000 86000 EVIDENCE.COM ARCHIVAL ANNUAL $0.30/GB USD 4,800.00 USD 0.00 USD 4,800.00 STORAGE per year 1 85055 PREMIUM PLUS SERVICE 15000.00 USD 15,000.00 USD 10,000.00 USD 5,000.00 320 73092 MOTO G,CONFIGURED,FLEX 199.00 USD 63,680.00 USD 0.00 USD 63,680.00 Page 2 of 5 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 320 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 127,680.00 USD 6,703.20 USD 120,976.80 320 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 211,200.00 USD 0.00 USD 211,200.00 PAYMENT 6,575 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5 89101 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR I PAYMENT 10 88101 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 3,000.00 USD 0.00 USD 3,000.00 YEAR 1 PAYMENT 16,000 85035 EVIDENCE.COM STORAGE 1.50 USD 24,000.00 USD 0.00 USD 24,000.00 10 Spare Body CAMERA SYSTEM,AXON BODY USD 0.00 USD 0.00 USD 0.00 Deployment 3-10/1/15 Total: USD 547,370.00 Deployment 3-10/1/15 Net price: USD 530,666.80 Year 2 Payment--Due 10/1/16 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 16,000 86000 EVIDENCE.COM ARCHIVAL ANNUAL 50.30/GB USD 4,800.00 USD 0.00 USD 4,800.00 STORAGE per year 320 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 11,520.00 USD 0.00 USD 11,520.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 320 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 211,200.00 USD 0.00 USD 21 1,200.00 PAYMENT 6,575 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5 89201 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 2 PAYMENT 10 88201 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 3,000.00 USD 0.00 USD 3,000.00 YEAR 2 PAYMENT 16,000 85035 EVIDENCE.COM STORAGE 1.50 USD 24,000.00 USD 0.00 USD 24,000.00 Year 2 Payment-Due 10/1/16 Total: USD 256,860.00 Year 2 Payment-Due 10/1/16 Net price: USD 256,860.00 Year 3 Payment--Due 10/1/17 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 16,000 86000 EVIDENCE.COM ARCHIVAL ANNUAL $0.30/GB USD 4,800.00 USD 0.00 USD 4,800.00 STORAGE per year 320 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 11,520.00 USD 0.00 USD 11,520.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 320 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 211,200.00 USD 0.00 USD 211,200.00 PAYMENT 6,575 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5 89301 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 3 PAYMENT 10 88301 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 3,000.00 USD 0.00 USD 3,000.00 YEAR 3 PAYMENT Page 3 of 5 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 16,000 85035 EVIDENCE.COM STORAGE 1.50 USD 24,000.00 USD 0.00 USD 24,000.00 Year 3 Payment-Due 10/1/17 Total: USD 256,860.00 Year 3 Payment-Due 10/1/17 Net price: USD 256,860.00 Year 4 Payment--Due 10/1/18 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 16,000 86000 EVIDENCE.COM ARCHIVAL ANNUAL $0.30/GB USD 4,800.00 USD 0.00 USD 4,800.00 STORAGE per year 320 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 11,520.00 USD 0.00 USD 11,520.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 320 85078 ULTIMATE EVIDENCE.COM AN-NUAL 660.00 USD 211,200.00 USD 0.00 USD 211,200.00 PAYMENT 6,575 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5 89401 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 4 PAYMENT 10 88401 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 3,000.00 USD 0.00 USD 3,000.00 YEAR 4 PAYMENT 16,000 85035 EVIDENCE.COM STORAGE 1.50 USD 24,000.00 USD 0.00 USD 24,000.00 Year 4 Payment-Due 10/1/18 Total: USD 256,860.00 Year 4 Payment-Due 10/1/18 Net price: USD 256,860.00 Year 5 Payment--Due 10/1/19 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 16,000 86000 EVIDENCE.COM ARCHIVAL ANNUAL 50.30/GB USD 4,800.00 USD 0.00 USD 4,800.00 STORAGE per year 320 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 11,520.00 USD 0.00 USD 11,520.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 320 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 211,200.00 USD 0.00 USD 21 1,200.00 PAYMENT 6,575 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5 89501 PROFESSIONAL EVIDENCE.COM 468.00 USD 2,340.00 USD 0.00 USD 2,340.00 LICENSE:YEAR 5 PAYMENT 10 88501 STANDARD EVIDENCE.COM LICENSE: 300.00 USD 3,000.00 USD 0.00 USD 3,000.00 YEAR 5 PAYMENT 16,000 85035 EVIDENCE.COM STORAGE 1.50 USD 24,000.00 USD 0.00 USD 24,000.00 Year 5 Payment-Due 10/1/19 Total: USD 256,860.00 Year 5 Payment-Due 10/1/19 Net price: USD 256,860.00 Subtotal USD 1,860,213.60 Estimated Shipping&Handling Cost USD 776.16 Grand Total USD 1,860,989.76 Page 4 of 5 Complimentary Evidence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Agency may advise if they prefer to swap out some Axon Body for Axon Flex in any of the first 3 installments TASER International,Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASER's current Sales Terms and Conditions for the AXON Flexrm, and AXON Bodyrm Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted at http://www.taser.con-/sales-terms-and-conditions.If your purchase includes AXON hardware and/or EVIDENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at http://www taser.com/serviceagrecrientl4.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional Service Agreement posted at http://www taser com/images/support/downloads/downloads/evidence materials/Professional---Services Agreement.pd You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: Date: Name(Print): Title: PO#(if needed): Please sign and email to Joshua Isner at jisner @taser.com or fax to(480)991-0791 THANK YOU FOR YOUR BUSINESS! `Protect Life'and©are trademarks of TASER International,Inc.,and TASER®is a registered trademark of TASER International,Inc.,registered in the U.S. C 2013 TASER International,Inc.All rights reserved. Page 5 of 5 TASER International Protect Truth 17800 N 85th St. Scottsdale,Arizona 85255 United States Phone: (800)978-2737 1r.04. Fq Fax: Eric Kolbinsky Quotation (305)673-7000 Quote: Q-14865-3 (305)673-7065 Date: 7/15/2014 2:23 PM erickolbinsky @miamibeachfl.gov Quote Expiration: 9/15/2014 Contract Start Date*: 10/1/2014 Contract Term: 5 years Bill To: Ship To: Miami Beach Police Dept.-FL Eric Kolbinsky 1100 WASHINGTON AVE. Miami Beach Police Dept.-FL Miami Beach,FL 33139 1100 WASHINGTON AVE. US Miami Beach,FL 33139 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Jonathan Wrenn (910)233-9999 jwrenn @taser.com Fedex-Ground Net 30 :d "Note this will vary based on the shipment date of the product. Initial Deployment--Due Net 30 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 1 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 1,495.00 USD 0.00 USD 1,495.00 1 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 1 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 5 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 900.00 USD 0.00 USD 900.00 FRONT PAYMENT,ETM:5 YEAR - 1 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 35.00 USD 35.00 USD 0.00 EVIDENCE.COM DOCK 5 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 16,500.00 USD 0.00 USD 16,500.00 YEAR 160 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 2 89005 PROFESSIONAL EVIDENCE.COM 2340.00 USD 4,680.00 USD 0.00 USD 4,680.00 LICENSE:5 YEAR 3 88005 STANDARD EVIDENCE.COM LICENSE:5 1500.00 USD 4,500.00 USD 0.00 USD 4,500.00 YEAR 5 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 1,995.00 USD 0.00 USD 1,995.00 500 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR 51.50/GB per USD 3,750.00 USD 0.00 USD 3,750.00 CONTRACT year Page 1 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 5 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM Initial Deployment-Due Net 30 Total: USD 33,855.00 Initial Deployment-Due Net 30 Net price: USD 33,820.00 15 Units--Due 01/01/2015 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 5,985.00 USD 0.00 USD 5,985.00 15 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM 3 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 4,485.00 USD 0.00 USD 4,485.00 3 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 3 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 15 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 540.00 USD 0.00 USD 540.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 3 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 105.00 USD 105.00 USD 0.00 EVIDENCE.COM DOCK 15 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 9,900.00 USD 0.00 USD 9,900.00 PAYMENT 300 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 1,500 85035 EVIDENCE.COM STORAGE 51.50/GB USD 2,250.00 USD 0.00 USD 2,250.00 per year 15 Units-Due 01/01/2015 Total: USD 23,265.00 15 Units-Due 01/01/2015 Net price: USD 23,160.00 15 Units Year 2--Due 01/01/2016 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 540.00 USD 0.00 USD 540.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 15 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 9,900.00 USD 0.00 USD 9,900.00 PAYMENT 1,500 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 2,250.00 USD 0.00 USD 2,250.00 per year 300 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 15 Units Year 2-Due 01/01/2016 Total: USD 12,690.00 15 Units Year 2-Due 01/01/2016 Net price: USD 12,690.00 15 Units Year 3--Due 01/01/2017 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 540.00 USD 0.00 USD 540.00 EVIDENCE.COM DOCK ANNUAL PAYMENT Page 2 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 9,900.00 USD 0.00 USD 9,900.00 PAYMENT 1,500 85035 EVIDENCE.COM STORAGE 51.50/GB USD 2,250.00 USD 0.00 USD 2,250.00 per year 300 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 15 Units Year 3—Due 01/01/2017 Total: USD 12,690.00 15 Units Year 3—Due 01/01/2017 Net price: USD 12,690.00 15 Units Year 4—Due 01/01/2018 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 540.00 USD 0.00 USD 540.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 15 85078 ULTIMATE EVIDENCE.COM AN-NUAL 660.00 USD 9,900.00 USD 0.00 USD 9,900.00 PAYMENT 1,500 85035 EVIDENCE.COM STORAGE 51.50/GB USD 2,250.00 USD 0.00 USD 2,250.00 per year 300 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 15 Units Year 4—Due 01/01/2018 Total: USD 12,690.00 15 Units Year 4—Due 01/01/2018 Net price: USD 12,690.00 15 Units Year 5--Due 01/01/2019 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 15 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 540.00 USD 0.00 USD 540.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 15 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 9,900.00 USD 0.00 USD 9,900.00 PAYMENT 1,500 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 2,250.00 USD 0.00 USD 2,250.00 per year 300 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 15 Units Year 5—Due 01/01/2019 Total: USD 12,690.00 15 Units Year 5—Due 01/01/2019 Net price: USD 12,690.00 Subtotal USD 107,740.00 Estimated Shipping&Handling Cost USD 181.48 Grand Total USD 107,921.48 Page 3 of 4 Complimentary Evidence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Prof Services in overall PD quote will cover PS for Fire TASER International, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASER's current Sales Terms and Conditions for the AXON Flex'"'and AXON BodyT"Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted at http://www.taser.com/sales-terms-and-conditions.If your purchase includes AXON hardware and/or EVIDENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at http_//www.taser.com/serviceagreement 14.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional Service Agreement posted at http://vvww.taser.corn/images/support/downloads/downloads/evidence_material s/Professional_Services_Agreement.pdf.You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: Date: (dame(Print): Title: PO#(if needed): Please sign and email to Jonathan Wrenn at jwrenn @taser.com or fax to THANK YOU FOR YOUR BUSINESS! `Protect Life'and©are trademarks of TASER International,Inc.,and TASER9 is a registered trademark of TASER International,Inc.,registered in the U.S. ©2013 TASER International,Inc.All rights reserved. Page 4 of 4 TASER International Protect Truth 17800 N 85th St. CD_ Scottsdale, Arizona 85255 - United States Phone: (800)978-2737 IMAL -- Fax: Eric Kolbinsky Quotation (305)673-7000 Quote: Q-14866-5 (305)673-7065 Date: 8/19/2014 10:33 AM erickolbinsky @miamibeachfl.gov Quote Expiration: 9/15/2014 Contract Start Date*: 10/1/2014 Contract Term: 5 years Bill To: Ship To: Miami Beach Police Dept.-FL Eric Kolbinsky 1100 WASHINGTON AVE. Miami Beach Police Dept.-FL Miami Beach, FL 33139 1100 WASHINGTON AVE. US Miami Beach,FL 33139 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Jonathan Wrenn (910)233-9999 jwrenn @taser.com Fedex-Ground Net 30 *Note this will vary based on the shipment date of the product. Initial Deployment--Due Net 30 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 1 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 1,495.00 USD 0.00 USD 1,495.00 1 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 1 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 5 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 900.00 USD 0.00 USD 900.00 FRONT PAYMENT,ETM:5 YEAR 1 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 35.00 USD 35.00 USD 0.00. EVIDENCE.COM DOCK 5 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 16,500.00 USD 0.00 USD 16,500.00 YEAR 160 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 2 89005 PROFESSIONAL EVIDENCE.COM 2340.00 USD 4,680.00 USD 0.00 USD 4,680.00 LICENSE:5 YEAR 3 88005 STANDARD EVIDENCE.COM LICENSE:5 1500.00 USD 4,500.00 USD 0.00 USD 4,500.00 YEAR 5 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 1,995.00 USD 0.00 USD 1,995.00 500 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR 51.50/GB per USD 3,750.00 USD 0.00 USD 3,750.00 CONTRACT year Page 1 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 5 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM Initial Deployment-Due Net 30 Total: USD 33,855.00 Initial Deployment-Due Net 30 Net price: USD 33,820.00 32 Units--Due 01/01/2015 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 32 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 12,768.00 USD 0.00 USD 12,768.00 32 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM 3 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 4,485.00 USD 0.00 USD 4,485.00 3 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 3 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 32 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,152.00 USD 0.00 USD 1,152.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 3 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 105.00 USD 105.00 USD 0.00 EVIDENCE.COM DOCK 32 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 21,120.00 USD 0.00 USD 21,120.00 PAYMENT 640 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 3,200 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 4,800.00 USD 0.00 USD 4,800.00 per year 32 Units-Due 01/01/2015 Total: USD 44,430.00 32 Units-Due 01/01/2015 Net price: USD 44,325.00 32 Units Year 2--Due 01/01/2016 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 32 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,152.00 USD 0.00 USD 1,152.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 32 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 21,120.00 USD 0.00 USD 21,120.00 PAYMENT 3,200 85035 EVIDENCE.COM STORAGE $1.50/GB USD 4,800.00 USD 0.00 USD 4,800.00 per year 640 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 32 Units Year 2-Due 01/0112016 Total: USD 27,072.00 32 Units Year 2-Due 01/01/2016 Net price: USD 27,072.00 32 Units Year 3--Due 01/01/2017 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 32 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,152.00 USD 0.00 USD 1,152.00 EVIDENCE.COM DOCK ANNUAL PAYMENT Page 2 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 32 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 21,120.00 USD 0.00 USD 21,120.00 PAYMENT 3,200 85035 EVIDENCE.COM STORAGE S1.50/GB USD 4,800.00 USD 0.00 USD 4,800.00 per year 640 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 32 Units Year 3—Due 01/01/2017 Total: USD 27,072.00 32 Units Year 3—Due 01/01/2017 Net price: USD 27,072.00 32 Units Year 4—Due 01/01/2018 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 32 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,152.00 USD 0.00 USD 1,152.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 32 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 21,120.00 USD 0.00 USD 21,120.00 PAYMENT 3,200 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 4,800.00 USD 0.00 USD 4,800.00 per year 640 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 32 Units Year 4—Due 01/01/2018 Total: USD 27,072.00 32 Units Year 4—Due 01/01/2018 Net price: USD 27,072.00 32 Units Year 5--Due 01/01/2019 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 32 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,152.00 USD 0.00 USD 1,152.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 32 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 21,120.00 USD 0.00 USD 21,120.00 PAYMENT 3,200 85035 EVIDENCE.COM STORAGE S1.50/GB USD 4,800.00 USD 0.00 USD 4,800.00 per year 640 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 32 Units Year 5—Due 01/01/2019 Total: USD 27,072.00 32 Units Year 5—Due 01/01/2019 Net price: USD 27,072.00 Subtotal USD 186,433.00 Estimated Shipping&Handling Cost USD 269.66 Grand Total USD 186,702.66 Page 3 of 4 Complimentary Evidence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Prof Services in overall PD quote will cover PS for Fire TASER International,Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASER's current Sales Terms and Conditions for the AXON FlexTN'and AXON BodyT`'t Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted at http://www.taser.com/sales-terms-and-conditions.If your purchase includes AXON hardware and/or EVIDENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at http.L/wwNK.qser.com/servicea2reement 14.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional Service Agreement posted at http://www.taser.com/images/support/downloads/downloads/evidence_materials/Professional_Services_Agreement.pdf.You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: Date: Name(Print): Title: PO#(if needed): Please sign and email to Jonathan Wrenn at jwrenn @taser.com or fax to THANK YOU FOR YOUR BUSINESS! `Protect Life'and©are trademarks of TASER International,Inc.,and TASER®is a registered trademark of TASER International,Inc.,registered in the U.S. C 2013 TASER International,Inc.All rights reserved. Page 4 of 4 TASER International Protect Truth 17800 N 85th St. Scottsdale,Arizona 85255 United States Phone: (800)978-2737 Fq Fax: Eric Kolbinsky Quotation (305)673-7000 Quote: Q-14867-7 (305)673-7065 Date: 8/19/2014 10:51 AM erickolbinsky @miamibeachfl.gov Quote Expiration: 9/15/2014 Contract Start Date*: 10/1/2014 Contract Term: 5 years Bill To: Ship To: Miami Beach Police Dept.-FL Eric Kolbinsky 1100 WASHINGTON AVE. Miami Beach Police Dept.-FL Miami Beach,FL 33139 1100 WASHINGTON AVE. us Miami Beach,FL 33139 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Jonathan Wrenn (910)233-9999 jwrenn @taser.com Fedex-Ground Net 30 *Note this will vary based on the shipment date of the product. Initial Deployment--Due Net 30 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 1 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 1,495.00 USD 0.00 USD 1,495.00 1 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 1 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 5 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 900.00 USD 0.00 USD 900.00 FRONT PAYMENT,ETM:5 YEAR 1 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 35.00 USD 35.00 USD 0.00 EVIDENCE.COM DOCK 5 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 16,500.00 USD 0.00 USD 16,500.00 YEAR 160 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 2 89005 PROFESSIONAL EVIDENCE.COM 2340.00 USD 4,680.00 USD 0.00 USD 4,680.00 LICENSE:5 YEAR 3 88005 STANDARD EVIDENCE.COM LICENSE:5 1500.00 USD 4,500.00 USD 0.00 USD 4,500.00 YEAR 5 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 1,995.00 USD 0.00 USD 1,995.00 500 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR $1.50/GB per USD 3,750.00 USD 0.00 USD 3,750.00 CONTRACT year Page 1 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 5 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM Initial Deployment-Due Net 30 Total: USD 33,855.00 Initial Deployment-Due Net 30 Net price: USD 33,820.00 38 Units--Due 01/01/2015 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 38 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 15,162.00 USD 0.00 USD 15,162.00 38 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM 3 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 4,485.00 USD 0.00 USD 4,485.00 3 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 3 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 38 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,368.00 USD 0.00 USD 1,368.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 3 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 105.00 USD 105.00 USD 0.00 EVIDENCE.COM DOCK 38 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 25,080.00 USD 0.00 USD 25,080.00 PAYMENT 760 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 3,800 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 5,700.00 USD 0.00 USD 5,700.00 per year 38 Units-Due 01/01/2015 Total: USD 51,900.00 38 Units-Due 01/01/2015 Net price: USD 51,795.00 38 Units Year 2--Due 01/01/2016 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 38 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,368.00 USD 0.00 USD 1,368.00 EVIDENCE.COM DOCK AN-NUAL PAYMENT 38 85078 ULTIMATE EVIDENCE.COM ANTIUAL 660.00 USD 25,080.00 USD 0.00 USD 25,080.00 PAYMENT 3,800 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 5,700.00 USD 0.00 USD 5,700.00 per year 760 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 38 Units Year 2-Due 01/01/2016 Total: USD 32,148.00 38 Units Year 2-Due 01/01/2016 Net price: USD 32,148.00 38 Units Year 3-Due 01/01/2017 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 38 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,368.00 USD 0.00 USD 1,368.00 EVIDENCE.COM DOCK ANNUAL PAYMENT Page 2 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 38 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 25,080.00 USD 0.00 USD 25,080.00 PAYMENT 3,800 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 5,700.00 USD 0.00 USD 5,700.00 per year 760 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 38 Units Year 3—Due 01/01/2017 Total: USD 32,148.00 38 Units Year 3—Due 01/01/2017 Net price: USD 32,148.00 38 Units Year 4--Due 01/01/2018 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 38 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,368.00 USD 0.00 USD 1,368.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 38 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 25,080.00 USD 0.00 USD 25,080.00 PAYMENT 3,800 85035 EVIDENCE.COM STORAGE 51.50/GB USD 5,700.00 USD 0.00 USD 5,700.00 per year 760 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 38 Units Year 4—Due 01/01/2018 Total: USD 32,148.00 38 Units Year 4—Due 01/01/2018 Net price: USD 32,148.00 38 Units Year 5--Due 01/01/2019 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 38 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,368.00 USD 0.00 USD 1,368.00 EVIDENCE.COM DOCK AMvVAL PAYMENT 38 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 25,080.00 USD 0.00 USD 25,080.00 PAYMENT 3,800 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 5,700.00 USD 0.00 USD 5,700.00 per year 760 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 38 Units Year 5—Due 01/01/2019 Total: USD 32,148.00 38 Units Year 5—Due 01/01/2019 Net price: USD 32,148.00 Subtotal USD 214,207.00 Estimated Shipping&Handling Cost USD 300.78 Grand Total USD 214,507.78 Page 3 of 4 Complimentary Evidence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Prof Services in overall PD quote will cover PS for Code TASER International,Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASER's current Sales Terms and Conditions for the AXON F1exT,4 and AXON BodyTm Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted at hqp://www.taser.com/sales-terms-and-conditions.If your purchase includes AXON hardware and/or EVIDENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at http://www.taser.com/ser-viceagr-gqmqnt 14.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional Service Agreement posted at http://www taser com/imaiies/support/downloads/downloads/evidence materials/Profes.sional Services Agreement.pdf.You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: Date: Name(Print): Title: PO#(if needed): Please sign and email to Jonathan Wrenn at jwrenn @taser.com or fax to THANK YOU FOR YOUR BUSINESS! `Protect Life'and©are trademarks of TASER International,Inc.,and TASER®is a registered trademark of TASER International,Inc.,registered in the U.S. 0 2013 TASER International,Inc.All rights reserved. Page 4 of 4 TASER International Protect Truth 17800 N 85th St. Scottsdale,Arizona 85255 United States Phone: (800)978-2737 1riaL FR Fax: Eric Kolbinsky Quotation (305)673-7000 Quote: Q-14870-4 (305)673-7065 Date: 8/19/2014 10:38 AM erickolbinsky @miamibeachfl.gov Quote Expiration: 9/15/2014 Contract Start Date*: 10/1/2014 Contract Term: 5 years Bill To: Ship To: Miami Beach Police Dept.-FL Eric Kolbinsky 1100 WASHINGTON AVE. Miami Beach Police Dept.-FL Miami Beach,FL 33139 1100 WASHINGTON AVE. US Miami Beach,FL 33139 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Jonathan Wrenn (910)233-9999 jwrenn @taser.com Fedex-Ground Net 30 *Note this will vary based on the shipment date of the product. Initial Deployment—Due Net 30 QTY PART# DESCRIPTION UNIT Total Before DISC(S) NET TOTAL PRICE Discount 1 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 1,495.00 USD 0.00 USD 1,495.00 1 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 1 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 5 85090 TASER ASSURANCE PLAN PAY UP 180.00 USD 900.00 USD 0.00 USD 900.00 FRONT PAYMENT,ETM:5 YEAR 1 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 35.00 USD 35.00 USD 0.00 EVIDENCE.COM DOCK 5 85072 ULTIMATE EVIDENCE.COM LICENSE:5 3300.00 USD 16,500.00 USD 0.00 USD 16,500.00 YEAR 160 Included INCLUDED STORAGE(GB),5 YEAR,20 USD 0.00 USD 0.00 USD 0.00 Storage GBS PER ULTIMATE LICENSE 2 89005 PROFESSIONAL EVIDENCE.COM 2340.00 USD 4,680.00 USD 0.00 USD 4,680.00 LICENSE:5 YEAR 3 88005 STANDARD EVIDENCE.COM LICENSE:5 1500.00 USD 4,500.00 USD 0.00 USD 4,500.00 YEAR 5 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 1,995.00 USD 0.00 USD 1,995.00 500 85535 EVIDENCE.COM STORAGE(GB)-5 YEAR 51.50/GB per USD 3,750.00 USD 0.00 USD 3,750.00 CONTRACT year Page 1 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 5 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM Initial Deployment-Due Net 30 Total: USD 33,855.00 Initial Deployment-Due Net 30 Net price: USD 33,820.00 52 Units--Due 01/01/2015 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 73002 CAMERA SYSTEM,AXON BODY 399.00 USD 20,748.00 USD 0.00 USD 20,748.00 52 85069 5 YEAR TASER ASSURANCE PLAN, USD 0.00 USD 0.00 USD 0.00 BODYCAM 3 70026 EVIDENCE.COM DOCK,AXON SIX BAY 1495.00 USD 4,485.00 USD 0.00 USD 4,485.00 3 85094 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK HUB 3 85096 5 YEAR TASER ASSURANCE PLAN USD 0.00 USD 0.00 USD 0.00 EVIDENCE.COM DOCK 6 BAY 52 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,872.00 USD 0.00 USD 1,872.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 3 70033 WALL MOUNT BRACKET,ASSY, 35.00 USD 105.00 USD 105.00 USD 0.00 EVIDENCE.COM DOCK 52 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 34,320.00 USD 0.00 USD 34,320.00 PAYMENT 1,040 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 5,200 85035 EVIDENCE.COM STORAGE S1.50/GB USD 7,800.00 USD 0.00 USD 7,800.00 per year 52 Units-Due 01/01/2015 Total: USD 69,330.00 52 Units-Due 01/01/2015 Net price: USD 69,225.00 52 Units Year 2-Due 01/01/2016 QTY PART# . DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,872.00 USD 0.00 USD 1,872.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 52 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 34,320.00 USD 0.00 USD 34,320.00 PAYMENT 5,200 85035 EVIDENCE.COM STORAGE $1.50/GB USD 7,800.00 USD 0.00 USD 7,800.00 per year 1,040 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 52 Units Year 2-Due 01/01/2016 Total: USD 43,992.00 52 Units Year 2-Due 01/01/2016 Net price: USD 43,992.00 52 Units Year 3--Due 01/01/2017 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,872.00 USD 0.00 USD 1,872.00 EVIDENCE.COM DOCK ANNUAL PAYMENT Page 2 of 4 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 85078- ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 34,320.00 USD 0.00 USD 34,320.00 PAYMENT 5,200 85035 EVIDENCE.COM STORAGE S1.50/GB USD 7,800.00 USD 0.00 USD 7,800.00 per year 1,040 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 52 Units Year 3—Due 01/01/2017 Total: USD 43,992.00 52 Units Year 3—Due 01/01/2017 Net price: USD 43,992.00 52 Units Year 4--Due 01/01/2018 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,872.00 USD 0.00 USD 1,872.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 52 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 34,320.00 USD 0.00 USD 34,320.00 PAYMENT 5,200 85035 EVIDENCE.COM STORAGE Sl.50/GB USD 7,800.00 USD 0.00 USD 7,800.00 per year 1,040 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 52 Units Year 4—Due 01/01/2018 Total: USD 43,992.00 52 Units Year 4—Due 01/01/2018 Net price: USD 43,992.00 52 Units Year 5--Due 01/01/2019 QTY PART# DESCRIPTION UNIT Total Before DISC($) NET TOTAL PRICE Discount 52 85079 TASER ASSURANCE PLAN ETM/ 36.00 USD 1,872.00 USD 0.00 USD 1,872.00 EVIDENCE.COM DOCK ANNUAL PAYMENT 52 85078 ULTIMATE EVIDENCE.COM ANNUAL 660.00 USD 34,320.00 USD 0.00 USD 34,320.00 PAYMENT 5,200 85035 EVIDENCE.COM STORAGE S 1.50/GB USD 7,800.00 USD 0.00 USD 7,800.00 per year 1,040 Included INCLUDED STORAGE,20 GBS PER USD 0.00 USD 0.00 USD 0.00 Storage ULTIMATE LICENSE 52 Units Year 5—Due 01/01/2019 Total: USD 43,992.00 52 Units Year 5—Due 01/01/2019 Net price: USD 43,992.00 Subtotal USD 279,013.00 Estimated Shipping&Handling Cost USD 344.68 Grand Total USD 279,357.68 Page 3 of 4 Complimentary Evidence.com Tier Upgrade Through 12/31/2014 This quote contains a purchase of either the Basic or Standard Evidence.com license.You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until December 31,2014.This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier.In January 2015 you will be prompted to select which users you would like to go in which tiers.This will have no impact on uploaded data. Prof Services in overall PD quote will cover PS for Parking TASER International,Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote,you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers or,in the alternative,TASER's current Sales Terms and Conditions for Direct Sales to End User Purchasers for Sales with Financing if your purchase involves financing with TASER.If your purchase includes the TASER Assurance Plan(TAP), then you are also agreeing to TASER's current Sales Terms and Conditions for the AXON FlexT`�and AXON BodyTm Cameras TASER Assurance Plan(U.S. Only)and/or Sales Terms and Conditions for the X2/X26P and TASER CAM HD Recorder TASER Assurance Plan(U.S.Only),as applicable to your product purchase.All of the sales terms and conditions,as well as,the TAP terms and conditions are posted at http://w,,vw.taser.com/sales-terms-and-conditions.If your purchase includes AXON hardware and/or EVIDENCE.com services you are also agreeing to the terms in the EVIDENCE.com Master Service Agreement posted at http://www.taser.com/serviceagEeement 14.If your purchase includes Professional Services,you are also agreeing to the terms in the Professional Service Agreement posted at http://www.taser.com/images/support/downloads/downloads/evidence_materials/Professional Services Agreement.pd You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to TASER that you have legal authority to bind that entity.If you do not have this authority,do not sign this Quote. Signature: Date: Name(Print): Title: PO#(if needed): Please sign and email to Jonathan Wrenn at jwrenn @taser.com or fax to THANK YOU FOR YOUR BUSINESS! ' c trademarks f TASER International Inc. and TASERV is a registered trademark of TASER International Inc. registered in the U.S. Protect Life'and O are tradema s o S g g (J 2013 TASER International,Inc.All rights reserved. r it I Page 4 of 4 EXHIBIT B f ° o a N� T 1 L _ L LL .? m ° N _= a) O C L ° W > m o a L O N L m to en ( �� ° .m � •(/) �'M ea o 0 5 N Z O (� m ° L E = O '~ O O m c) (� m C Q a) c W O -p ° o -0 0 aECLmm 0 3aS0 .0- cu E0cCt ` Xa •0ccac f oo `° �'� uj a) a) � � c°'a � CO C A W L) m (D ea m �' M Q- >+=c >_0 2'c >o-0 N Nom, L ` a ° w E 0 < N (n m o 0 .. -- � 3 a) E U) ea c x �Z � � " � >L C L a) Q c fn m e Q = ` L L Q N L _ . ea y £ N 3 N Z N Q O Q E t2 c O H ' O L a) �" U t O N d eA c '0 = C a 0 .. m -O N m s C N -0 N }:L Ox- > d! r ,� c D O N c Q N N m C N m ca M m 0 a) •N a N CO 0 'L ea ea 3 V ++ �•o x o a Eenc �� Eauo � `) a N O U CL cu N O O E L ` a`�j 0 a m w O 0 a o m C°tv� r- c CL cm 0 CL Cn Co o m 0. Co ""' O a)CL N O a) O rn E O U >. 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U) ` A. v U) A Q ea c C) c ea 0 0 c *,, 'O ` ,0 U) > C •O O Q C c — O fn C E m H U o O N �+ _ — o Ems °' �• >, ° ` aiL -o *.., t a eaC > NM4- a = vi E ° O E 4.0 0 c _° c a c a > ° > 'a ea �c o)o W 4) U) ev coo m mgr He ° ° c 2 '0 'o � c ° ` s o O +r u c c i �_ ` as >+ E �+ a-a v — to ° a) C O O y _� ca ca as ° O C s *= •d C ev O K A O t O •� O cC C d e8 ca O Ug ea y O 3 'O d 3 � �. ®.'v ._ ° 3as � 3HscEcLZ LCL'0a ° O ° MaL � o $ E � E a � � ��}� EXHIBIT C f RESOLUTION NO. 2014-28746 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATION OF THE CITY MANAGER (AS FURTHER SET FORTH IN THE CITY COMMISSION MEMORANDUM ACCOMPANYING THIS RESOLUTION) AND WAIVING, BY 517THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE CITY ADMINISTRATION TO NEGOTIATE AN AGREEMENT WITH TASER INTERNATIONAL, INC., IN THE .AMOUNT OF $635,057.90 (FOR YEAR ONE OF THE AGREEMENT), FOR THE PURCHASE OF BODY CAMERAS AND ASSOCIATED HARDWARE FOR THE MIAMI BEACH POLICE DEPARTMENT AND OTHER CITY DEPARTMENTS, ALONG WITH A LICENSE TO UTILIZE EVIDENCE.COM, A CLOUD BASED DIGITAL EVIDENCE STORAGE AND MANAGEMENT SOLUTION; SAID AGREEMENT FOR AN INITIAL TERM OF ONE YEAR, WITH FOUR (4) ONE YEAR RENEWAL OPTIONS, TO BE EXERCISED AT THE CITY'S DISCRETION (AND SUBJECT TO FUNDING AVAILABILITY); AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT, UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS. WHEREAS, the Administration has identified Taser International, Inc. as a manufacturer of point-of-view (body-worn) cameras that provide a hosted digital evidence storage system with the ability to collect, transfer, manage, retrieve and share the digital evidence captured by these cameras; and WHEREAS, Taser International, Inc. is an industry leader in body-worn cameras, which upon implementation within certain departments of the City of Miami Beach, the Administration believes will improve organizational transparency, accountability and safety; and WHEREAS, the Administration has determined that the utilization of body-worn cameras shall reduce complaints against police officers, reduce the number of use-of-force incidents, provide unparalleled evidence for court proceedings and reduce frivolous or meritless law suits against the City; and WHEREAS, in addition to these body-worn cameras being utilized by the Police Department, the Administration intends on having the City's Fire Inspectors, Code Compliance Officers, Building Inspectors and Parking Enforcement Specialists, who routinely interact with the public to be outfitted with these body-worn cameras, with the expectation that such cameras will further establish positive organizational transparency, accountability and safety for the City; and WHEREAS, the Agreement between the City and Taser International, Inc. will be for an initial term of one (1) year, for the monetary amount of$635,057.90, and the City shall have the option, at its discretion and subject to funding availability, to extend the Agreement for four (4) i r one year renewals; for a total contract amount of$2,706,527.62 for the five (5) year Agreement term; and WHEREAS, the City Manager recommends that the City Commission waive, by 5/7t' vote, the competitive bidding requirement, finding such waiver to be in the best interest of the City; and WHEREAS, the Administration has confirmed that Taser International, Inc.'s body-worn cameras, coupled with their Evidence.com Data Management System software, is an exclusive product and service provided by Taser International, Inc., and is the only hosted evidence storage system that is offered by a manufacturer of body-worn cameras, which is in the best interest of the City. NOW, THEREFORE, . BE IT DULY RESOLVED THAT THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, hereby accept the written recommendation of the City Manager (as further set forth in the City Commission memorandum accompanying this Resolution) and waiving, by 5/7ths vote, the formal competitive bidding requirement, finding such waiver to be in the best interest of the City, and authorizing the City Administration to negotiate an agreement with Taser International, Inc., in the amount of $635,057.90 (for Year One of the Agreement), for the purchase of body cameras and associated hardware for the Miami Beach Police Department and other City departments, along with a license to utilize Evidence.com, a cloud based digital evidence storage and management solution; said Agreement for an initial term of one year, with four (4) one year renewal options, to be exercised at the City's discretion (and subject to funding availability); and further authorizing the Mayor and City Clerk to execute the Agreement, upon conclusion of successful negotiations. PASSED and ADOPTED this 10 day of s- 40fK 2014. ATTEST: �� ! MAYOR PHILIP/LEV RAFAEL E. GRANADO CLERK �7'•, ���iii •,,n - �� G APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION City Attomey Dat® i COMMISSION ITEM SUMMARY Condensed Title: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA,ACCEPTING THE WRITTEN RECOMMENDATON OF THE CITY MANAGER AND WAIVING, BY 5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE CITY ADMINISTRATION TO NEGOTIATE AND AGREEMENT WITH TASER INTERNATIONAL, INC., IN THE AMOUNT OF $635,057.90 (FOR YEAR ONE OF THE AGREEMENT), FOR THE PURCHASE OF BODY CAMERAS AND ASSOCIATED HARDWARE FOR THE MIAMI BEACH POLICE DEPARTMENT AND OTHER CITY DEPARTMENTS, ALONG WITH A LICENSE TO UTILIZE EVIDENCE.COM, A CLOUD BASED DIGITAL EVIDENCE STORAGE AND MANAGEMENT SOLUTION; SAID AGREEMENT FOR AN INITIAL TERM OF ONE YEAR WITH FOUR ONE-YEAR RENEWAL OPTIONS, TO BE EXERCISED AT THE CITY'S DISCRETION (AND SUBJECT TO FUNDING AVAILABILITY); AND FURTHER AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE THE AGREEMENT, UPON SUCCESSFUL NEGOTIATIONS. Key Intended Outcome Supported- Streamline the Delivery of Services Through All Departments. Supporting Data(Surveys, Environmental Scan,etc.): Body-worn cameras can reduce false complaints against officers and frivolous lawsuits against agencies. A Cambridge University study of the Rialto(CA) Police Department documented that the use of body-worn cameras resulted in an 88% reduction in the number of misconduct complaints and a 60% reduction in the use of force by police officers. Similar studies and information obtained from other police departments mirror these results. Item Summa /Recommendation: TASER International is the industry leader in body-worn cameras and cloud based digital evidence management and storage. While there are other body-worn cameras available in the marketplace, the AXON camera system offers a number of features unique only to TASER which will impact the operational feasibility of a body-worn camera system, including multiple mounting options which allow video to be captured from the officers' point of view, camera battery life that exceeds 12 hours(other camera-worn systems have a significantly shorter battery life which would require re-charging mid-shift), and the Evidence Transfer Manager which provides for automatic file uploading while simultaneously charging the camera's battery. Most importantly, they are the only manufacturer that offers a hosted evidence storage and management solution, which provides important functionality including (but not limited to) evidence system redundancy, expert database management,automatic tracking of all system activity and real-time reporting critical for court purposes. In order to improve organizational transparency and accountability, the implementation of body-worn cameras is being recommended for the Police and other city departments. As the result of product reviews, field testing by the MBPD and recommendations from other law enforcement agencies based on their experiences, TASER's AXON body-worn camera system and their digital evidence management and storage solution (Evidence.com) were selected to meet this need. Additionally, the National Institute of Justice (NIJ) recently completed a review of available body-worn camera systems which provides further evidence to the Taser Axon system being the system best suited body-worn camera for the City's requirements. The Administration recommends a five year, phased agreement with TASER for the body-worn camera systems as detailed below. The agreement contains a non-appropriation clause which allows the City to terminate the agreement in the event sufficient funds are not appropriated. The contract also contains a termination for convenience clause. The first year of the agreement consists of purchasing and deploying the following number of body-worn cameras along with a subscription granting access to Evidence.com. The Police Department will begin with an initial deployment of 65 cameras, allowing the Department to fully evaluate the impact of the technology. Subject to successful deployment of the technology,the agreement also provides for the deployment of 50 additional cameras,at no cost to the City,within the first year. Contingent upon a successful year one deployment, the agreement provides for the full deployment by the Police Department by year two. The Fire Department, Code Compliance Division, Parking Department and Building Department will each initially deploy five cameras for evaluation and testing. If successful, the departments will proceed with full deployment within the first year as follows: Fire Department - 20 cameras, Code Compliance Division - 43 cameras, Building Department - 37 cameras and Parking Department - 57 cameras. The total budgeted cost for the first year of implementation of body-worn cameras is $635,176.30. The costs for years two, three, four and five are $953,183.72, $115,902.00,$115,902.00 and$115,902.00, respectively. RECOMMENDATION Approve the resolution. Advisory Board Recommendation: N/A Financial Information: Source of Amount Account Funds: $86,000 General Fund(Code Compliance) $79,000 Building Training and Technology Fund(Building) $57,000 Fire Training and Technology Fund(Fire Rescue) $310,000 Confiscated Trust Fund-Federal(Police) OBPI $104,000 Parking Fund(Parking) YEAR 1 TOTAL $636,000 Funds subject to FY 2014/15 Budget Appropriation FUTURE YEARS $1,071,000 Funds subject to Future Year Budget Appropriation AGENDA ITEM R7�'\ MIAMI BEACH SATE f Financial Impact Summary: Year 1: $635,176.30. Year 2: $953,183.72. Years 3-5: $115,902.00/per year. Five year total is$2,706,528.12. The proposed enhancements for the Police Department include funding for two positions in Year 1, total of $196,682.55. In Years 2-5, it is anticipated that three positions will be needed with full deployment, total of j $247,790.95/year. Additional associated costs for the Police Department include build-out of Property and Evidence Unit to include electrical and carpentry, $39,000; IT infrastructure improvements, $12,030; and annual internet connection fee, $15,500. City Clerk's Office Legislative Tracking: Charles Tear Sign-Offs: e artment Die Assistant i na er city M a er CT DO F M� JLM LM/KGB/MAS//MMM � T:\AGENDA\2014\September\TASER S (9-10-14).docx i i I i t MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO. Mayor Philip vine and Members of the Ci Commission lip L e FROM: Jimmy Morales, City Manager 9 DATE: September 10, 2014 ) a SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE WRITTEN RECOMMENDATON OF THE CITY MANAGER AND WAIVING, BY 5I7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING THE CITY ADMINISTRATION TO NEGOTIATE AND AGREEMENT WITH TASER INTERNATIONAL, INC., IN THE AMOUNT OF $635,057.90 (FOR YEAR ONE OF THE AGREEMENT), FOR THE PURCHASE OF BODY CAMERAS AND ASSOCIATED HARDWARE FOR THE MIAMI BEACH POLICE DEPARTMENT AND OTHER CITY DEPARTMENTS, ALONG WITH A LICENSE TO UTILIZE EVIDENCE.COM, A CLOUD BASED DIGITAL EVIDENCE STORAGE AND MANAGEMENT SOLUTION; SAID AGREEMENT FOR AN INITIAL TERM OF ONE YEAR WITH FOUR ONE-YEAR RENEWAL OPTIONS, TO BE EXERCISED AT THE CITY'S DISCRETION (AND SUBJECT TO FUNDING AVAILABILITY); AND FURTHER AUTHORIZING THE MAYOR AND THE CITY CLERIC TO EXECUTE THE AGREEMENT, UPON SUCCESSFUL NEGOTIATIONS. ADMINISTRATION RECOMMENDATION Adopt the Resolution. KEY INTENDED OUTCOME SUPPORTED Streamline the Delivery of Services Though All Departments. BACKGROUND Two areas of public concern facing most police departments today are Use of Force and Officer Complaints. Millions of Americans have cellphones with built-in cameras. These cameras are often used to record use-of-force incidents involving police officers. However, these recordings seldom show the suspect's actions prior to the use-of-force or the events from the officer's perspective. In addition to the time and resources it costs to address these issues, over $2 billion is paid out each year in the U.S.just to settle brutality complaints. A recent year-long study by Cambridge University involving the Rialto (CA) Police Department, credited the use of body-worn cameras with an 87.5% reduction in the number of misconduct complaints lodged against Rialto's police officers. This study also documented a 59% decrease in the number of incidents where police officers utilized force. The presence of the camera deterred negative behavior and encouraged compliance on the part of the public as well as improved the accountability of police officers. It's not a surprise then, that the fastest growing trend in law enforcement is the deployment of Commission Memorandum TASER Body Wom Cameras September 10, 2014 Page 2 of 5 body-worn cameras. Therefore, in an effort to improve organizational transparency and accountability through video technology, the City of Miami Beach has determined the use of body-worn cameras should be implemented within those departments where there are high levels of interaction with the public. Personnel identified as meeting this criterion are Police Officers, Fire Inspectors, Code Compliance Officers, Building Inspectors and Parking Enforcement Specialists. TASER INTERNATIONAL TASER International is the industry leader in body-worn cameras and cloud based digital evidence management and storage. Other manufacturers of body-worn cameras incorporate some, but not all, of the features found in TASER's AXON camera systems. Two unique features that distinguish TASER from other manufacturers, are the multiple mounting options for the AXON Flex camera which provide video evidence from the wearer's "point of view" and Evidence.com, TASER's cloud based solution which allows for the secure storage and management of video and other types of digital evidence. Other specific features offered by TASER and desired by the City of Miami Beach include: • 12-hours of camera battery life in 30 second pre-record buffering mode and in record mode. This is the only camera that has the ability to last a full shift without being recharged. • TASER's Evidence Transfer Manager (ETM) allows automatic file uploading and simultaneous recharging of body cameras. Each ETM has multiple docking stations and users do not have to be present while files upload. Users can dock their cameras in seconds at the end of their shift and go home; no log-in or wait is required. TASER is the only vendor that offers this option. • TASER cameras and digital evidence management solution enables users to immediately link and attach metadata to recordings prior to the evidence being uploaded. The ability to attach metadata in the field improves accuracy and efficiency. All other systems require the digital evidence to be uploaded to a laptop or desktop prior to the metadata being attached. • Evidence.com provides efficient, managed, hosted storage of all forms of digital evidence, redundant back-up, automatic tracking of all system and user activity, real- time audit reports to show chain-of custody for evidence without the need for local storage or software. • TASER's "Evidence Mobile" is the only mobile application that gives users the ability to capture digital evidence, immediately identify it, and link it to Evidence.com from an iOS or Android mobile device. This application allows the evidence to immediately become manageable and searchable in Evidence.com. COSTS The Agreement with TASER is for the purchase of body-worn cameras, associated hardware, licensing and a subscription granting access to Evidence.com for a period of five years. The total cost for all Departments for the five year period is $2,706,527.62. This cost is spread out over the term of the Agreement as shown below: Commission Memorandum TASER Body Wom Cameras September 10, 2014 Page 3 of 5 Year 1 - $635,176.30 Year 2 - $953,183.72 Year 3- $115,902.00 Year 4- $115,902.00 Year 5 - $115,902.00 The Agreement contains a non-appropriation clause allowing the City to terminate the Agreement in the event sufficient funds are not appropriated in years two through five. The Agreement also contains a termination for convenience clause. The following chart shows the breakdown of payments to TASER over the five year term of the Agreement: TASER QUOTE Prepared by: Body-worn Camera Annual Costs * i�te�r,xy The Office of Emergency Management FY 2015 Thru FY 2019 �.:<<�e'~ Year 1 Year 2 Year 3 Year 4 Year 5 Fire Department Five Year Total Due Net 30 Due Jan 2015 Due Jan 2016 Due Jan 2017 Cue Jan 2018 due Jan`019 5 cameras 533.820.00 15 cameras I 523,160.00 S12,690.00 512.690.00 S12.690.00 512,690.00 [Est.Shipping 5181.48 Total 557,161.48 S12,690.00 S12,690.00 S12.690.00 S12.690.00 $107,921.48 Year 1 Year 2 Year 3 Year 4 Year 5 Code Compliance Five Year Total Due Not 20 Die Jan 2015 Due Jan 2016 Cue Jan 2017 Due Jar•.2018 Due Jan 20 i9 5 cameras 533.820.00 38 cameras I S51.795.00 532,148.00 532,148.00 532.148.00 S32.148.00 ESL Shipping 5300.78 Total S85,915.78 S32,148.00 532.148.00 $32,148.00 532,148.00 $214.507.78 Year 1 Year 2 Year 3 Year 4 Year S Building Deportment five Year Total Due N-:10 Due Jon 2015 Due Jan 2016 Duo:an 2017 Due Jon 2018 Dua Jan?019 S Cameras 533,820.00 32 cameras I 544,325.00 S27,072.00 S27,072.00 527.072.00 527,072.00 Est.Shipping $269.66 Total S78.414.66 527,072.00 S27,072.00 527,072.00 S27,072.00 $186,702.66 Year 1 Year 2 Year 3 Year 4 Year 5 Parking Department Five Year Total Due Net 20 Dua Jan 2015 Oue Jan 2016 Dta,an 2017 Due Jon 2018 Due Jan 2019 5 cameras S 33.820.00 52 cameras 1 $69,225.00 543.992.00 S43.992.00 S43.992.00 543,992.00 ESL Shipping $344.68 Total $103,389.68 S43,992.00 $43,992.00 543.992.00 543,992.00 5279,357.68 Year 1 Year 2 Year 3 Year 4 Year 5 Police Department Five Year Total Due Net 30 Due Oct 2015 O e Ori 2016 Due Oct 2C 17 Duo Oct 2018 Du-3 Oct 2019 65 cameras 5309.93150 50 cameras (Ho cost to City) 320 cameras $579,746.10 S256.860.00 5256.860.00 $256,860.00 5256,860.00 Est.Shipping 5242.80 S675.62 Total $310,176.30 S837,281.72 S256.860.00 $256,860.00 S256.860.00 $1,918,038.02 Total Annual Costs: $635,057.90 $9S3,183.72 $115,902.00 $115,902.00 $115,902.00 Five Year Total Cost: $2,706,527.62 Note:In addition to the purchase of cameras,this quote includes all associated hardware,licensing,data storage fees,and the services detailed in TASER's Professional Services Agreement. There ore no additional costs. Commission Memorandum TASER Body Wom Cameras September 10, 2014 Page 4 of 5 The Police Department, to handle the additional duties that will result from their implementation of body-worn cameras, has submitted a proposed budget enhancement for additional personnel. The proposed enhancement calls for the funding of two positions in the first year, at a cost of $196,682.55. The second, and subsequent years, call for an additional position for a total cost of$247,790.95 per year. The Police Department will also incur the following non-budgeted, additional costs associated with the implementation of body-worn cameras. • Property and Evidence Unit build out, electrical and carpentry: $39,900 • IT infrastructure: $12,030 • Internet charges, per year: $15,500 The other Departments will also incur additional, non-budgeted costs when implementing the use of body-worn. Although these costs are expected to be less, it is anticipated there will be a significant increase in public records requests. Fulfilling these requests in a timely manner will mostly likely require additional personnel. PHASED-IN DEPLOYMENT PROCESS The deployment of the body-worn cameras will be conducted in several phases beginning in October 2014. Fire, Code, Building and Parking The initial deployment for Fire Inspectors, Code Compliance Officers, Building Inspectors and Parking Enforcement Specialist will consist of five body-worn cameras each, for an initial period of approximately three months. Prior to implementing full deployment for these Departments, an evaluation of the program will be conducted to identify and rectify any unanticipated issues related to the use of the cameras and, the storage and management of the video collected as well as the management of public records requests. Beginning in January 2015, the following number of additional cameras will be issued: • Fire Inspectors— 15 • Code Compliance—38 • Building Inspectors—32 • Parking Enforcement—52 This constitutes full deployment for these departments. Police As the largest user within the City, the Police Department's deployment of body-worn cameras will be conducted in three phases. The initial deployment will consist of issuing approximately 65 cameras to sworn personnel working in the Entertainment District and other areas where there is frequent contact with the public. In addition, one or two officers from each shift and patrol area will be selected. It is anticipated this first phase will last approximately six to 12 months. At the conclusion of this first phase, like the other Departments, an evaluation will be conducted to identify and rectify any unanticipated issues related to the use of the cameras and, Commission Memorandum TASER Body Wom Cameras September 10, 2014 Page 5 of 5 the storage and management of the video collected as well as the management of public records requests. Phase two will consist of deploying an additional 50 cameras, possibly as early as April 2015, to police personnel assigned to the Crime Suppression Unit, Assertive Crime Enforcement Unit, K- 9 and SWAT. Additional volunteers from Uniform Patrol on various shifts and area assignments will also be issued cameras. At the conclusion of this phase, another evaluation will be conducted to further improve the program. i Phase three will consist of deploying the remaining unassigned cameras to all uniformed officers and first line supervisors. This anticipated deployment will begin approximately 18-14 months after the initial deployment. POLICY AND TRAINING Prior to the deployment of any body-worn cameras, each of the respective Departments will have an approved policy in place to include, but not limited to, when body-worn cameras will be activated/deactivated, the procedure for storing collected video, retention periods and who can access stored video and for what purposes. The Police Department's policy will be written utilizing the International Association of Chiefs of Police's body-worn camera model policy and will provide the basis for the other Departments' policies. Prior to being issued a body-worn camera, all users will attend four hours of training. Training will cover departmental policy, operation of the camera and the transfer of video from the camera to Evidence.com. CONCLUSION AND RECOMMENDATION Based upon TASER's unique features and a field test conducted by the Miami Beach Police Department, product reviews, detailed analysis of competitive camera systems and recommendations from other police departments and law enforcement professionals, the Administration recommends the Mayor and City Commission authorize the Mayor to enter into a five year, phased agreement with TASER International for the purchase TASER's body-worn cameras and associated hardware along with a license to utilize Evidence.com. JLM/KGB/MAS/MMM T:IAGENDA120141September\Suntrust ATM MEMO(9-10-14).docx