Consider request from Sheriff’s Office to approve and ratify the consolidated agreement with Axon Enterprise, Inc. for existing and future public-safety technology, equipment, software, licensing, support, and related services, as modified by the County-negotiated First Amendment to Contract Addendum, for an initial annual cost of $3,441,563.00 beginning in FY2027 and a total 10-year (120-month) contractual value not to exceed $37,287,493.75, and authorize the Chairman to execute the agreement on behalf of the County.

The agreement before the Board is not Axon's standard cooperative paper. It is a consolidated, 10-year agreement that the County has substantially rewritten in the County's favor through a negotiated First Amendment to Contract Addendum. The First Amendment keeps the price and scope the Sheriff's Office needs while adding a series of protections on exit rights, pricing, liability, governing law, privacy, and data that Axon's standard terms do not provide. Axon has signed the First Amendment. This coversheet highlights the protections the County secured.

The Sheriff's Office currently operates Axon technology TASER devices, body-worn cameras, Fleet in-car camera systems, Axon Evidence, automated license plate readers, drones, and related software, licensing, training, and support under multiple separate contracts. The proposed agreement consolidates those into one comprehensive 120-month agreement, providing a standardized structure, predictable annual costs, coordinated equipment-replacement cycles, and continuity across the existing Axon ecosystem. Transitioning to another vendor would require substantial replacement or duplication of equipment, software, integrations, training, and evidence-management infrastructure.

The procurement uses Sourcewell Contract #101223-AXN, awarded through a publicly advertised competitive solicitation. The agreement is governed exclusively by Georgia law and is subject to annual appropriation. This project is included in the Sheriff's Office FY2027 operating budget.

COUNTY-NEGOTIATED PROTECTIONS AND MODIFICATIONS

The following changes were obtained by the County and are reflected in the signed First Amendment, the Contract Addendum and Exhibit C thereto. Section references are to the First Amendment and to the underlying Contract Addendum, as noted.

1. New right to exit for convenience (new Section 8(g), added by Article 4).
The County gained a right it did not previously have it may terminate the agreement, in whole or in part, for its convenience for any reason or no reason on 90 days' written notice. On a convenience exit, the County pays only for products delivered and accepted, services actually rendered, and subscription periods actually used or prepaid through the termination date. This clause controls over any conflicting term in the agreement, the MSPA, or the Sourcewell contract.

2. No early-exit penalty or retail-price recapture on termination for cause or non-appropriation (Articles 5 and 13; Section 4.3).
Axon's standard terms allow a retail-price "recapture" re-pricing already purchased items at full MSRP and billing the County for the lost discount if the deal ends early. The County eliminated that exposure for the two exits that matter most:

On a termination for cause (Section 8(a)) or for non-appropriation (Section 8(b)), MSPA Section 16.3 and any other MSRP, de-bundling, make-whole, or recapture provision do not apply.

Amounts owed for equipment and services already received are calculated at the discounted Exhibit C prices — never at MSRP, list, or unbundled pricing.

Article 13 reaffirms, consistent with O.C.G.A. § 36-60-13, that the agreement terminates absolutely and without further obligation at the end of any fiscal year for which the County does not appropriate funds, with no charge, make-whole, or recapture.

3. Limitation of liability (Article 7).
Section 7.1 caps Axon's total liability at the greater of (a) the amounts the County has actually paid as of the breach, or (b) $5,000,000 — a cap that grows with the County's investment rather than a static figure.

Section 7.3 preserves the County's full recovery, with no cap, for Axon's fraud, willful misconduct, or gross negligence; for third-party and intellectual property indemnity liability; and for data-security or CJIS breaches caused by Axon's negligence.

Section 7.4 provides that Georgia law governs this Article, including how "amounts paid" is measured.

Section 7.2 requires Axon to carry the required insurance for the full term and makes a lapse a material breach.

4. Georgia law and a Georgia forum control the entire agreement (Article 14, Section 14.1; Addendum Section 10).

Georgia law — not Minnesota law or any other state's law in Axon's national paperwork — governs the entire agreement, including the Sourcewell terms as applied to the County and the incorporated MSPA. Any conflicting choice-of-law provision is superseded. Venue lies exclusively in the Superior Court of Cherokee County, Georgia, or the U.S. District Court for the Northern District of Georgia. The County's sovereign immunity is expressly preserved.

5. Firm prohibition on facial recognition (Article 9, Section 9.3).

Axon represents, warrants, and covenants that none of the products or services — body-worn cameras, in-car/Fleet systems, license-plate readers, drones and dock operations, counter-drone detection, interview-room systems, the enterprise AI program, Axon Records, Fusus, and all associated software and updates — uses or enables facial recognition or facial-matching. Axon cannot activate any such capability without the County's prior express written authorization, which the County may withhold in its sole discretion. A breach is a material breach.

6. County control of its data use, audit, and retention (Article 10).
Section 10.1: Axon may not use County data to develop, train, or improve its products except in de-identified, aggregated form, and never to build any facial-recognition capability.

Section 10.2: Axon may not sell, license, or otherwise share the County's license-plate, drone, body-worn-camera, or other data, except as the County directs or law requires.

Section 10.3: the County may audit Axon's access logs and records to confirm compliance.

Section 10.4: the County retains data-export access for at least 90 days after any termination, with Axon's cooperation in secure migration.

7. Sourcewell eligibility as a condition precedent (Article 8).
Axon must confirm in the record that all products and services including the Skydio DFR drone plan and all Axon Air / Skydio drone products are eligible for purchase under Sourcewell Contract #101223-AXN before approval.

8. Governing Scope of Work and acceptance-based payment (Article 9, Section 9.2; Exhibit A).
The products and services are governed by a defined Scope of Work attached as Exhibit A. For the professional services components (including the records-management implementation and data conversion), County payment is contingent on the County's written acceptance of the corresponding deliverables against stated milestones and acceptance criteria.

9. Corrected dates and preserved free equipment (Article 3; Section 3.4).
The First Amendment confirms corrected effective dates and deadlines and confirms that the 30 complimentary Axon Fleet units remain provided to the County notwithstanding any earlier signature-deadline language, with that condition extended and satisfied by execution of the First Amendment.

10. Clean incorporation and opt-outs (Article 6).
Any reference to a stand-alone or online "Axon MSPA" other than the MSPA incorporated through the Sourcewell contract is deleted, so no other MSPA version applies to the County; the separately circulated "MSPA Version 1.0 (July 2026)" does not apply. The County's opt-out of the Axon Community Engagement Initiative Program (ACEIP) is confirmed.

11. Compliance confirmations (Article 11).
Axon must confirm its federal work-authorization (E-Verify) status under O.C.G.A. § 13-10-91 and identify whether any installer is a subcontractor, providing the required subcontractor affidavit where applicable.

PRICING
The total 10-year contract price is fixed not to exceed $37,287,493.75, with an initial annual cost of $3,441,563.00 beginning in FY2027, subject to annual appropriation.

Against Axon's stated list price of $41,443,217.87, the contract price reflects a reduction of $4,155,724.12, or approximately 10.03%.

For descriptive purposes, Section 12.2 records that the quote's unbundled (à la carte Sourcewell MSRP) price is $52,507,530.83 and the discounted contract subtotal is $37,287,493.75, a difference of $15,220,037.08 in the County's favor and requires Axon to reconcile in writing any separately stated "Total Savings" figure that does not equal that difference.

RECOMMENDATION
The First Amendment delivers the consolidation and continuity the Sheriff's Office needs while materially strengthening the County's position: a clean convenience exit, no retail-price penalty on a for-cause or non-appropriation exit, a liability cap that protects the County's most serious risks, exclusive Georgia law and a Georgia forum, a firm bar on facial recognition, County control of its data, and confirmed cooperative-contract eligibility. Staff and the County Staff Attorney recommend approval of the agreement as amended, and authorization for the Chairman to execute it on behalf of the County.