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SH21-036
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2021-10-19 10:00 AM - Commissioners' Agenda
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SH21-036
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Entry Properties
Last modified
10/26/2021 12:23:44 PM
Creation date
10/26/2021 12:21:01 PM
Metadata
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Template:
Meeting
Date
10/19/2021
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Alpha Order
f
Item
Request to Approve a Contract between Kittitas County and Sourcewell Contract Number RFP#010720
Order
6
Placement
Consent Agenda
Row ID
82499
Type
Contract
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DocuSign Envelope lD: 6401 9206-47F7-471D-A9E6-FC93997M098 <br />AAXON <br />22 <br />23 <br />24 <br />25 <br />26 <br />Skydio, lnc. <br />114HazelAve., <br />Redwood City, CA 94061 <br />leoal@skvdio.com <br />Master Services and Purchasing Agreement <br />Advanced Software Package purchased herunder, the support services consisting of: (a) providing <br />Customer's named Administrators (defined below) with consultation in English, via telephone and <br />email, during Skydio's normal business hours (9AM to SPM PST) to assist in using the Advanced <br />Software licensed under the Advanced Software Package; and (b) making reasonable efforts to <br />correct any critical error in the Advanced Software that causes the Advanced Software to be <br />inoperable ("Error"), all in accordance with Skydio's support policies published on its Website, as <br />updated from time to time. Errors do not include, and Skydio has no obligation to correct, <br />malfunctions caused in whole or in part by modification of Software, the operation of third-party <br />products or the integration of Software with or into third-party products, improper installation of the <br />Advanced Software or other Software, or the use of Software other than in accordance with the <br />applicable specifications provided by Skydio. Support is only available for the current and single <br />prior major release of Advanced Software. No other services are included under this Agreement. <br />Administrators. Customer shall designate up to three (3) of its employees to administer the <br />Services on its behalf and serve as points of contact in communicating with us, as set forth in the <br />applicable Confirmation or as otherwise agreed by the parties in writing ("Administrators"). lf a <br />person named as an Administrator leaves Customer's employ, Customer may designate another <br />one of its employees io serve as Administrator to replace the departing employee. <br />lndemnification. Skydio will indemnify Cusiomer's officers, directors, and employees ("Customer <br />lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third- <br />party claim against an Customer lndemnitee resulting from any negligent act, error or omission, or <br />willful misconduct by Skydio under this Agreement, except to the extent of Customer's negligence <br />or willful misconduct, or claims under workers compensation. <br />lP lndemnification. Skydio will indemnify Customer lndemnitees against all claims, losses, and <br />reasonable expenses from any third-party claim alleging that the use of Skydio Products or seryices <br />infringes or misappropriates the third-party's intellectual property rights. Customer must promptly <br />provide Skydio with written notice of such claim, tender to Skydio the defense or settlement of such <br />claim at Skydio's expense and cooperate fully with Skydio in the defense or settlement of such <br />claim. Skydio's lP indemnification obligations do not apply to claims based on (a) modification of <br />Skydio Products or services by Customer or a third-party not approved by Skydio; (b) use of Skydio <br />Products and services in combination with hardware or services not approved by Skydio; (c) use <br />of Skydio Products and services other than as permitted in this Agreement, or (d) use of Skydio <br />Software that is not the most current release provided by Skydio. <br />Customer Responsibilities. Customer is responsible for (a) Customer's use of Skydio Products; <br />(b) breach of this Agreement or violation of applicable law by Customer or a Customer's authorized <br />end user; and (c) a dispute between Customer and a third-party over Custome/s use of Skydio <br />Products. <br />Export Sales and Export Controls. Customer acknowledges that the Skydio Products, services <br />and technology are subject to expori controls under the laws and regulations of the United States <br />(U S ) Customer shall comply with such laws and regulations governing use, export, re-export, and <br />transfer of Skydio Products, services and technology and shall obtain all required U.S. and local <br />authorizations, permits, or licenses, Skydio and Customer each agree to provide ihe other such <br />information and assistance as may reasonably be required by the other in connection with securing <br />such authorizations and licenses, and to take timely action to obtain all required supporting <br />documentation. <br />Copyright O 2021 Skydio. lnc. <br />SKYDIO is a trademark and service mark of Skydio, lnc. Visit Skydio's Web Site at www.skydio.com <br />lrfle: Master servtces an <br />Department: Legal <br />Version : 12.0 <br />Release Dafe: 12/ LB/202O <br />o rurcnasrng Agreement Detween Axon and Agency <br />Page 40 of 49
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