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Reso 2025-3881
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Reso 2025-3881
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Last modified
10/21/2025 10:13:32 AM
Creation date
10/2/2025 4:31:36 PM
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CityClerk-Resolutions
Resolution Type
Resolution
Resolution Number
2025-3881
Date (mm/dd/yyyy)
09/18/2025
Description
1st Amnd to Master Svcs Agrmnt w/ Axon Enterprises, Inc for purchase of (2) Drones as 1st Responder Program & Counter Drone Defense System
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Docusign Envelope ID: 459D1660-985D-4E5B-8F79-12B237BC0583 <br />First Amendment to the Master <br />_ <br />AXON, Services and Purchasing Agreement <br />Dedrone Product Appendix <br />If the Quote includes Dedrone Hardware, Dedrone Software, and/or Airspace Security as a Service (collectively <br />"Dedrone Products"), this appendix and the following additional terms shall apply. <br />1. Definitions <br />1.1 "Dedrone Data" means data that Axon maintains regarding a wide variety of drone models and <br />manufacturers in the marketplace ("DedroneDNA", formerly "DroneDNA" ), as well as usability <br />information that Axon collects regarding the performance of the Dedrone Software and Dedrone <br />Hardware, aggregate or de -identified Collected Data compiled or used by Axon in accordance with <br />Section 4.2, and any other information that Axon makes available to Customer by means of the <br />Dedrone Software <br />1.2 "Dedrone Hardware" means the Axon drone detection hardware sensor or mitigation products set <br />forth on a Quote and does not include any Third -Party Hardware. <br />1.3 "Sensor" means a radio frequency, video, radar or other hardware sensor for drone detection <br />purchased by Customer from Axon or obtained from any third -party vendor. <br />1.4 "Dedrone Software" means (i) Axon's proprietary drone -tracking software, known as DedroneTracker <br />(formerly DroneTracker), whether deployed on -premise or hosted by Axon as a cloud -based solution, <br />(ii) Axon's video analytics software (currently known as Analytics Server), and/or (iii) software and/or <br />firmware deployed or installed on the Dedrone Hardware or available for download and installation <br />onto Customers Third -Party Hardware. <br />1.5 "Third -Party Hardware" means hardware products owned by Customer or purchased by Customer <br />from third parties that are used by Customer in conjunction with the Software. <br />2. Customer License <br />2.1 Software License. Subject to the terms of this Agreement, Axon grants Customer a royalty -free, <br />nonexclusive, nontransferable, worldwide right during each Quote Term to use the Dedrone Software, <br />including the Dedrone Data and Collected Data, subject to the terms of the Agreement and this <br />Appendix (the "License"). Customer must purchase a License to the Software for each unit of Dedrone <br />Hardware and/or Third -Party Hardware using Dedrone Software. Accordingly, Customer may only use <br />the Software quantity and type of Hardware and/or Third -Party Hardware units specified on the <br />applicable Quote. If Customer purchases additional Licenses during a current Term, the Term of the <br />new License(s) will be pro -rated to terminate at the end of the then -current License Term. Use of the <br />Dedrone Software is subject to the terms of the Agreement between the parties <br />2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Dedrone Products in order to <br />monitor the availability, security, performance, or functionality of the Dedrone Products, or for any <br />other benchmarking or competitive purposes; (ii) market, sublicense, resell, lease, loan, transfer, or <br />otherwise commercially exploit the Dedrone Products; (iii) modify, create derivative works, decompile, <br />reverse engineer, attempt to gain access to the source code, or copy the Dedrone Products or any of <br />their components; (iv) use the Dedrone Products to conduct any fraudulent, malicious, or illegal <br />activities; or (v) use the Dedrone Products in contravention of any applicable laws or regulations (each <br />of (i) through (v), a ("Prohibited Use"). <br />3. Customer Obligations <br />3.1 Compliance. Customer will use the Dedrone Products only in accordance with applicable <br />specifications (the "Specifications") and in compliance with all applicable laws, including all applicable <br />export laws and regulations of the United States or any other country. Customer acknowledges that <br />Page 14 of 16 <br />286 <br />
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