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Home My WebLink About5624 RESOLUTION NO. 5624 A RESOLUTION OF THE CITY OF AUBURN, WASHINGTON: (1) AUTHORIZING THE MAYOR TO SIGN A CONTRACT WITH AXON ENTERPRISE, INC., FOR POLICE BODY WORN CAMERAS AND RELATED EQUIPMENT, AND (2) ALLOCATING ARPA FUNDS TOWARD THE CONTRACT PURCHASE WHEREAS, the Auburn Police Department (APD) seeks to increase transparency, accountability and efficiency by procuring officer body worn cameras, updated systems for in-car video and interview room cameras, and updated less lethal conducted energy weapons; WHEREAS, Axon Enterprise, Inc. (Axon) is a vendor of these items. On July 12, 2021, Axon presented information to the City Council regarding its products and services. Following Axon's presentation, the City Council passed Ordinance No. 6830 authorizing the APD to use body cameras, and to engage in competitive negotiations for the procurement of the above equipment items; WHEREAS, on August 9, 2021 the APD issued and published a request for proposals (RFP) seeking proposals for the items. APD received proposals from Axon and two other vendors. Of the three proposals received, only Axon's offered all items sought in the RFP. Axon's proposal quotes $2,296,086.41 for the items sought, to be paid in yearly installments each November until 2025; WHEREAS, bundling this equipment purchase under Axon's proposal reduces the cost of separate item purchases, and Axon's proposal includes several technical advantages in video quality, storage, redaction and conducted energy weapon integration that makes its proposal the most advantageous to the City; Resolution No. 5624 October 7, 2021 Page 1 of 3 WHEREAS, on September 7, 2021, the City passed Ordinance No. 6832 that allocated a portion of its American Rescue Plan Act (ARPA) funds for the authorized purpose of mitigating negative economic impacts of the COVID-19 pandemic. U.S. Treasury Department guidance indicates that expenditures toward law enforcement technology and equipment to more efficiently and effectively respond to increased gun violence during the pandemic can meet this stated ARPA purpose; WHEREAS, APD statistics reveal increased gun related crime in the City during the pandemic when compared to previous years. The Council finds that the Axon contract installment payment for 2021 would enable APD to more efficiently and effectively respond to this COVID-era increase in gun related crime through accurate incident recording and documentation, and an improved less lethal incident response option for APD officers; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. The Mayor is authorized to sign the contract and the corresponding price quote with Axon attached as Exhibit A to this Resolution; Section 2. The Finance Department is authorized to fund the 2021 installment of the Axon contract using the City's ARPA funds allocated to mitigating negative COVID economic impacts under Ordinance No. 6832. Section 3. The Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directions of this legislation. Resolution No. 5624 October 7, 2021 Page 2 of 3 Section 4. This Resolution shall take effect and be in full force upon passage and signatures. Dated and Signed this 18th day of October, 2021. CITY OF AUBURN ANC ' : CKUS MAYOR ATTEST: APPROVED AS TO FORM: Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney Resolution No. 5624 October 7, 2021 Page 3 of 3 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Axon Enterprise, Inc. Q-331734-44475.720AS 111\ 17800 N 85th St. Scottsdale,Arizona 85255 Issued: 10106/202.1; siiiUnited States1110 Quote Expiration: 11/01/2021 VAT: 86-0741227 Domestic: (800)978-2737 EST Contract Start Date: 12/01/2021 International: +1.800.978.2737 Account Number: 112450 Payment Terms: N30 Delivery Method: Fedex-Ground ,SHIP TO ; ' -,n-I,4 t BILL TO SALES REPRESENTATIVE .. . PRIMARY CONTACT '. Business;Delivery;Invoice-340 E Main St Auburn Police Dept. -WA Allen Sliper 340 E Main St 340 E Main St Phone: Phone: (253)876-1907 Auburn,WA 98002-5548 Auburn,WA 98002-5548 Email: asliper@axon.com Email: sstocker@auburnwa.gov USA USA Fax: Fax: (253)931-5108 Email: Program Length 60 Months Bundle Savings $727,872.90 TOTAL'COST{ , $2,296,086.41 Additional Savings $37,432.08 ESTIMATED TOTAL WI TAX $2,296,086.41 TOTAL SAVINGS $765,304.98 PAYMENT PLAN I PLAN NAME INVOICE DATE AMOUNT DUE Year 1 Nov,2021 $586,352.50 Year 2 Nov,2022 i $427,433.48 Year 3 I Nov,2023 I $427,433.48 Year 4 i Nov,2024 I $427,433.48 1 Year 5 I Nov,2025 I $427,433.48 1 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Quote Details . . • Bundle Summary Item Description QTY OSP7+Premium 2021 -OFFICER SAFETY PLAN 7 PLUS Premium 123 AB3C AB3 Camera Bundle 0 123 AB3MBD AB3 Multi Bay Dock Bundle 16 Unlimited7+Premium 2021 Unlimited 7+ Premium Bundle 2 AB3C AB3 Camera Bundle 2 • AB3MBD AB3 Multi Bay Dock Bundle , . 1 Fleet3B Fleet 3 Basic 44 ProLicense Pro License Bundle 10 DynamicBundle Dynamic Bundle 1 Bundle: AB3 Camera Bundle Quantity: 123 .. Start: 12/1/2021 End: 11/30/2026 Total: 85977 USD Category Item Description. -- - S • QTY Camera 73202 I AXON BODY 3-NA10 123 Spare Camera 73202 ! AXON BODY 3-NA10 4 Camera Mount 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK I 123 USB 11534 1 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 123 Other 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 12 Other 11534 I USB-C to USB-A CABLE FOR AB3 OR FLEX 2 I 4 :,BundleAB3 Multi Bay Dock Bundle ' Quantity :16 „Start: 121112021 ,End: 11/30/2026 Total:-24622:4 USD. Category Item Description QTY Dock I 74210 I AXON BODY 3-8 BAY DOCK I 16 Power Cord I 71019 I NORTH AMER POWER CORD FOR AB3 8-BAY,AB2 1-BAY/6-BAY DOCK 16 I Wall Mount I 70033 I WALL MOUNT BRACKET,ASSY, EVIDENCE.COM DOCK I 16 Bundle: 2021 - OFFICER SAFETY PLAN 7 PLUS Premium Quantity: 123 Start: 12/1/2021 End: 1113012026 Total: 1727387.91 USD Category Item Description QTY Holsters I 20160 I TASER 7 HOLSTER-SAFARILAND, RH+CART CARRIER I 120 Holsters I 20161 I TASER 7 HOLSTER-SAFARILAND, LH+CART CARRIER ! 3 � HALT Suit I 20050 I HOOK-AND-LOOP TRAINING(HALT)SUIT I 3 2 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB 1, l ' j Handle License j 20248 TASER 7 EVIDENCE.COM LICENSE'; -- -- - - . : 123 Live Cartridges j 22175 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5-DEGREE) NS 369 j Live Cartridges j 22176 TASER 7 LIVE CARTRIDGE, CLOSE;QUARTERS(12-DEGREE) NS 369 j Handles j 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY(GREEN LASER), CLASS 3R - 123 j Inert Cartridges j 22179 TASER 7 INERT CARTRIDGE, STANDOFF(3.5-DEGREE)NS 50 Inert Cartridges 22181 TASER 7 INERT CARTRIDGE', CLOSE QUARTERS(12-DEGREE) NS 50 j Admin License 20248 TASER 7 EVIDENCE.COM LICENSE ', 2 Taser 7 Target 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL(RUGGEDIZED). j 2 Spare Handles 20008 TASER 7 HANDLE,YLk HIGIH VISIBILITY(GREEN.LASER), CLASS 3R . j 4 Taser 7 Target Frame 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN.X 75 IN.,TASER 7 * j 2 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF'(3.5-DEGREE) NS - i 246 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE,STANDOFF(3.5-DEGREE) NS 246 Training Live Cartridges 22175 • TASER 7 LIVE CARTRIDGE;STANDOFF(3.5-DEGREE) NS 246 Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5-DEGREE) NS 246 Training Live Cartridges 22175 j TASER 7 LIVE CARTRIDGE,',STANDOFF(3.5-DEGREE) NS - - 246 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE,CLOSE-QUARTERS(12-DEGREE) NS - 246 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE,CLOSE'QUARTERS(12-DEGREE) NS--- - 246 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246 Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS(12-DEGREE) NS - - - 246 Training Live Cartridges 22176 -- -TASER 7 LIVE CARTRIDGE;CLOSE-QUARTERS-(1-2-DEGREE) NS 246 Batteries j 20018 TASER 7 BATTERY PACK, TACTICAL147 Master Instructor Course Vouchers j 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers j 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers j 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Master Instructor Course Vouchers j 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER j 1 Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT)CARTRIDGE, STANDOFF NS 246 Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT)CARTRIDGE, STANDOFF NS 246 Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT)CARTRIDGE, CLOSE QUART NS 246 Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT)CARTRIDGE, CLOSE QUART NS 246 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 Docks 74200 TASER 7 6-BAY DOCK AND CORE j 2 Dock Mount 70033 WALL MOUNT BRACKET,ASSY, EVIDENCE.COM DOCK ( 2 Dock Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY,AB2 1-BAY/6-BAY DOCK ( 2 j Duty Cartridge Replenishment Program 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT LICENSE j 123 I E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE(Formerly SKU 73746) j 123 3 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Viewer License 73687 j EVIDENCE.COM VIEWER LICENSE i 1 Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE I 123 A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE I 3690 Respond Plus 73680 RESPOND DEVICE PLUS LICENSE j 123 Records 73681 AXON RECORDS FULL -- j 123 Citizen 73618 CITIZEN FOR COMMUNITIES USER LICENSE I 123 Redaction 73478 REDACTION ASSISTANT USER LICENSE ' - - j 123 Auto Tagging 73682 AUTO TAGGING LICENSE ' ' , 123 Performance 73739 PERFORMANCE LICENSE. • , 123 On-Demand Transcription 85760 Auto-Transcribe Unlimited.Service --- 123 3rd Party Video 11642 THIRD-PARTY VIDEO SUPPORT LICENSE' -, . -- 123 Auto Tagging Implementation I 79999 AUTO TAGGING/PERFORMANCE IMPLEMENTATION SERVICE 1 Signal Sidearm Kit ; 75015 SIGNAL SIDEARM KIT ' ' 123 Signal Sidearm Batteries 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 246 Camera Warranty • 80464 EXT WARRANTY, CAMERA(TAP) 123 Camera Refresh 1 with Spares 73309 AXON CAMERA REFRESH ONE 127 Camera Refresh 2 with Spares 73310 i AXON CAMERA REFRESH TWO : • 127 Warranty 80465 I EXT WARRANTY, MULTI-BAY DOCK(TAP) 16 Multi-bay Dock Refresh 1 73689 I MULTI-BAY BWC DOCK 1ST REFRESH j 16 Multi-bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH ' -- I 16 I VR Software 20370 i FULL VR TASER 7 ADD-ON USER ACCESS123 I VR Headset 20378 HTC SUNRISE VR HEADSET I 5 I Spare Camera Warranty 80464 EXT WARRANTY, CAMERA(TAP) j 4 I Other 80395 EXT WARRANTY, TASER 7 HANDLE 123 I Other 80395 EXT WARRANTY, TASER 7 HANDLE I 4 I Other 80374 EXT WARRANTY, TASER 7 BATTERY PACK I 147 I Other 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK I 2 Controller Case 20188 VR CONTROLLER KIT PELICAN CASE 2 Controller 20298 VR-ENABLED GLOCK 17 CONTROLLER 2 Tablet 20296 SAMSUNG S7+TABLET FOR VR SIMULATOR 2 Tablet Case j 20297 SAMSUNG S7+TABLET CASE FOR VR SIMULATOR 2 Standoff Cartridges I 22196 TASER 7 VR CARTRIDGE, STANDOFF(3.5-DEGREE) 4 CQ Cartridges I 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS(12-DEGREE) 4 Bundle:`2021 Unlimited 7+ Premium Bundle ,Quantity:'2 Start: 12/1/2021 ° D°• • , ' . -End:-11130/2026 Total: 23879.99USD'. I Category Item Description QTY I E.com License I 73746 I PROFESSIONAL EVIDENCE.COM LICENSE(Formerly SKU 73746) I 2 I I Device Storage I 73686 I EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE I 2 I A La Carte Storage I 73683 110 GB EVIDENCE.COM A-LA-CART STORAGE I 60 I 4 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDB6 Respond Plus 73680 RESPOND DEVICE PLUS LICENSE.---,' • -. - • 2 Records 73681 AXON RECORDS FULL. . . _ . --_ 2 Citizen 73618 CITIZEN FOR COMMUNITIES USER LICENSE',- ._.. - - 2 Redaction 73478 REDACTION ASSISTANT USER LICENSE _ .- - - - 2 Auto Tagging 73682 AUTO TAGGING LICENSE - ' "' 2 Performance 73739 PERFORMANCE LICENSE 2 On-Demand Transcription 85760 Auto-Transcribe Unlimited Service: . 2 3rd Party Video 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 2 Auto Tagging Implementation 79999 AUTO TAGGING/PERFORMANCE IMPLEMENTATION SERVICE 1 Signal Sidearm Kit 75015 SIGNAL SIDEARM KIT : - ----- ----- : --- --- - 2 Signal Sidearm Batteries 71044 BATTERY, SIGNAL'SIDEARM,CR2430 SINGLE PACK - - - 4 Camera Warranty 80464 EXT WARRANTY, CAMERA(TAP) - 2 Camera Refresh 1 with Spares 73309 j AXON CAMERA REFRESH ONE j 2 Camera Refresh 2 with Spares 73310 AXON CAMERA REFRESH TWO I 2 Warranty 80465 EXT WARRANTY, MULTI-BAY DOCK(TAP) j 1 Multi-bay Dock Refresh 1 73689 MULTI-BAY BWC DOCK 1ST REFRESH 1 Multi-bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH- - - 1 VR Software 20370 FULL VR TASER 7 ADD-ON USER ACCESS I 2 VR Headset 20378 HTC SUNRISE VR HEADSET - _-- _- - _ - --- — - 1 - Controller Case 20188 VR CONTROLLER KIT PELICAN CASE 1 Controller 20298 VR-ENABLED GLOCK 17 CONTROLLER 1 Tablet 20296 SAMSUNG S7+TABLET FOR VR SIMULATOR 1 Tablet Case 20297 SAMSUNG S7+TABLET CASE FOR VR SIMULATOR 1 Standoff Cartridges 22196 TASER 7 VR CARTRIDGE, STANDOFF(3.5-DEGREE) 2 CQ Cartridges 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 2 Bundle: AB3 Camera Bundle Quantity: 2 Start: 12/1/2021 ,. End: 11/30/2026 Total: 1398 USD Category Item , Description QTY Camera j 73202 j AXON BODY 3-NA10 I 2 Camera Mount I 71026 j MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK I 2 USB I 11534 I USB-C to USB-A CABLE FOR AB3 OR FLEX 2 I 2 -Bundle: AB3 Multi Ba`iDock-Bundle ' ::Quantity f1:u?:... Start: 12/112021 ;.',End: 1113012026 . ,.. Total: 1538.9 USD Category Item Description QTY Dock I 74210 j AXON BODY 3-8 BAY DOCK I 1 Power Cord ( 71019 ( NORTH AMER POWER CORD FOR AB3 8-BAY,AB2 1-BAY 16-BAY DOCK I 1 Wall Mount j 70033 j WALL MOUNT BRACKET,ASSY, EVIDENCE.COM DOCK I 1 5 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Bundle: Fleet 3 Basic Quantity: 44 Start: 12/112021 End: 11/30/2026 Total: 340560.01 USD Category Item Description QTY Storage 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA STORAGE, LICENSE 88 E.com License 80400 FLEET,VEHICLE LICENSE; LICENSE j 44 Camera Kit&Warranty 72036 FLEET 3 STANDARD 2 CAMERA KIT 44 Router 11634 CRADLEPOINT,IBR900-1200M-NPS+5,YEAR NETCLOUD-. , -., 44 Router Antenna 71200 FLEET ANT,AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL. 44 Ethernet Cable 74110 FLEET ETHERNET CABLE, CAT6, 25 FT j 44 Vehicle Installation 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 44 Axon Signal Unit 70112 ; AXON SIGNAL UNIT = ; - ; = 44 Cable Assembly 70117 AXON SIGNAL UNIT, CABLE ASSEMBLY 44 Spare Camera Kit&Warranty 72036 j FLEET 3 STANDARD 2 CAMERA KIT , - 1 Other 80495 j EXT WARRANTY, FLEET 3, 2 CAMERA KIT 44 Other j " 80495 j EXT WARRANTY, FLEET 3, 2 CAMERA KIT 1 Bundle: Pro License Bundle Quantity: 10 Start: 12/1/2021 End: 11/30/2026 Total: 23400 USD Category Item Description QTY E.com License j 73746 j PROFESSIONAL EVIDENCE.COM LICENSE(Formerly SKU 73746) j 10 j A La Carte Storage i 73683 j 10 GB EVIDENCE.COM A-LA-CART STORAGE ! 30 Bundle: Dynamic Bundle Quantity: 1 Start: 12/1/2021 End: 11/30/2026 Total: 8882.5 USD Category Item Description QTY Other 1 74056 I WALL MOUNT I 1 Other 50294 I LITE SERVER 2 Other 74116 j INTERVIEW COVERT ENCLOSURE-AV WALL PLATE, FLUSH MOUNTED I 1 Other 50220 i HP SWITCH -8PORT GIGABIT MAX POE MANAGED SWITCH-NON SER 1 Other 50113 I COVERT CAMERA, MAIN UNIT 2 Other 50118 j LOUROE MICROPHONE j 2 Other 74114 I INTERVIEW COVERT ENCLOSURE-MOTION SENSOR I 1 Sensor Unit 50114 COVERT CAMERA, SENSOR UNIT j 2 Other 50268 I POS-X TP6 TOUCH PANEL W/4GB RAM j 1 Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. 6 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB 7 Q-331734-44475.720AS • DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Standard Terms and Conditions -. Axon Enterprise Inc: Sales Terms and Conditions• Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. 8 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB DocuSipned by: 10/26/2021 7g C ACCCDD0637364C0... — Signature Date Signed 10/6/2021 9 Q-331734-44475.720AS DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXON Master Services and Purchasing Agreement between Axon and Agency This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement ' by_reference as a Quote. The Parties therefore agree as follows: 1 Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. "Axon Device" means all hardware provided by Axon under this Agreement. "Quote"means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void unless the terms are reviewed and approved by Axon. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the:Quote: Shipping dates are estimates only. Axon may cancel orders made from quotes containing typographical errors by Axon that affect the quantity of items supplied or other material quote terms, unless Agency has relied on the erroneous quote to its detriment. "Services," mean's all services provided,by Axon under this Agreement, including software, Axon Cloud Services, and professional services. • 2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). All subscriptions including,Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of.the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date.is the 1st of the following month. If Axon ships the Axon Device in the second half of the month,thestart date isIthe 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date.is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys'fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping.Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 1 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB L\_ AXON Master Services and Purchasing Agreement between Axon and Agency 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 ' Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon's sole-responsibility is to repair or replace the Device with the same or like Device,at Axon's option.A replacement Axon Device will be new or like new.Axon will warrant the replacement Axon Device for the longer of(a) the remaining warranty of the original Axon Device or(b) 90-days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's,property. Before delivering a Axon Device for service,Agency must upload Axon Device ,data to Axon, Evidence or download it and retain a copy. Axon is not responsible for any loss of software,,data, or other information contained in storage media or any part of the Axon Device sent to Axon for service. 7.3. .Spare Axon Devices. For,qualified purchases,Axon may provide Agency a predetermined number " of"spare Axon Devices as detailed:in;the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non- functioning units, through'Axon's warranty return process. Axon will repair or replace the unit with a replacement AxonDevice. Title.and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms:under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies,and conditions,whether oral,written, statutory,or implied.If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 2 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB A AXONMaster Services and Purchasing Agreement between Axon and Agency 9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 10 Design Changes.Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance reflecting coverage for Axon and its employees or agents performing any work under this Agreement or any of its appendices. 13 Indemnification.Axon will indemnify Agency's officers,directors,and employees("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under _ this Agreement;except to the extent of Agency's negligent or willful misconduct. 14 IP Rights.Axon owns and reserves all right,title,and interest in Axon devices and services and suggestions to Axon, including all,related,intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any -third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates :the third-party's-intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a)modification of Axon Devices or Services by Agency or a third-party not approved by Axon; '(b) use of.Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or(d) use of Axon software that is not the most current release provided by Axon. 16 Agency Responsibilities. Agency is responsible for(a)Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. 17 Termination. 17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP")and this Agreement terminates before the end of the Term,Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 18 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 3 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB Al AXONMaster Services and Purchasing Agreement between Axon and Agency given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure,dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. Axon may publicly announce information related to this Agreement. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to an event such as a natural or man-made disaster; an act of God, a strike, a riot, an act of war, or a similar cause beyond a Party's reasonable control. 19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other: This Agreement does not create a partnership, franchise,joint venture, agency, fiduciary, or employment relationship between the Parties. , , 19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4' Non-Discrimiriation.,Neither Partynor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran .• ' status; or any class protected by local, state, or federal law. 19.5 • Export Compliance._Each Party will comply with all import and export control laws and regulations. 19.6 Assignment. Neither Party may•assign this Agreement without the other Party's prior written consent. Axon may assign'this Agreement, its rights, or obligations without consent: (a) to an affiliate Or subsidiary;or(b)for purposes of financing,merger,acquisition,corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: City of Auburn Attn: Legal Attn: Mark Caillier 17800 N. 85th Street 340 E. Main St. Scottsdale, Arizona 85255 Auburn, WA 98002 legal@axon.com mcaillier@auburnwa.gov 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 4 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. City of Auburn DoauSIgn.d by• DocuS pn d by it V Signature:1CbDDD2, Signature: ri "-;. .e.,L7...° [—As Bobby Driscoll Name: Name: Nancy Backus Title:;-, VP, Associate General counsel Title: Mayor 10/21/2021 10/26/2021 ' 'Date: Date: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 5 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXO NJ Master Services and � Purchasing a Agreement Axon Cloud Services Terms of Use Appendix 1 Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non-Content Data",is data, configuration, and usage information about Agency's Axon Cloud Services tenant,Axon,Devices and client software,and users that is transmitted or generated when using Axon Devices. Non-Content..Data includes data about users captured during account management and customer,support activities. Non-Content Data does not include Agency Content. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural, person 'is one who can be identified, directly or indirectly, in particular by ' :,'. _ - reference'to anidentifier such.as a name,an identification number, location data,an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Anon granting Agency a subscription to Axon Cloud Services, Agency may access .and:use'Axon Cloud.Services to store and manage Agency Content.Agency may not exceed more end;users than the:Quote specifies: Axon Air requires an Axon Evidence subscription for each drone operator; For Axon Evidence Lite, Agency may access and use Axon Evidence only to store end manage TASER CEW and'TASER CAM data ("TASER Data"). Agency may not upload non- TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, • managing,`and;deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency Responsibilities. Agency is responsible for(a) ensuring Agency has necessary rights in or to Agency Content uploaded; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user,Agency will immediately terminate that end user's access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content.Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer,or sublicense access to any other entity or person.Agency shall contact Axon immediately Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 6 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXONMaster Services and Purchasing Agreement if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.voutube.com/static?template=terms. For purposes of this Agreement, "Agency End User" includes those Agency individuals identified in Paragraph 13 of this Agreement, and does not include members of the public or others who obtain access to Agency's Content through or as a result of legally required disclosures. 6 • Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version"of which is available at https://www.axon.com/legal/cloud-services- privacy-policy. Agency agrees to;allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c)enforce this Agreement • or policies governing the use of Axon products. 7 Axon Body 3 Wi-Fi 'Positioning.'Axon Body 3 cameras offer a feature to enhance location services where. GPS/GNSS',signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axoh Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant, When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to .Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. -Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. 9 Location of Storage.Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c)subject Axon, Axon's affiliates, or any third-party to liability; or(d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors occurring before the Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 7 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AAXON Master Services and Purchasing Agreement The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") An"Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or(ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1)start date of that bundled offering, or(2) date Axon provisions Axon Records to Agency. 13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1 copy, modify, tamper with, ,repair, or create derivative works of any part of Axon Cloud Services; 13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services,or allow others to do the same; 13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; ' 13.4 use-trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited,delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15 . Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data",as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 8 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AAXON Master Services and Purchasing Agreement 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 9 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AAXON Master Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on- site days,Agency must purchase additional days. BWC Full Service options include: System set up and configuration - . • . Instructor-led setup of Axon View on smartphones (if applicable) ,• Configure categories and custom roles based on Agency need • Register cameras to Agency domain • ,Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included Dock configuration • Work with Agency to decide the ideal location of Docks and set configurations on Dock • •Authenticate Dock with Axon Evidence using admin credentials from Agency _• :.'On-site assistance, not to include physical mounting of docks Best practice implementation planning session • . Provide considerations for::the establishment of video policy and system operations best practices based on Axon's observations with other agencies • Discusstheimportance of entering metadata in the field for organization purposes and other best practice for digital data management • Provide referrals of other.agencies using the Axon camera devices and Axon Evidence • ; Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and, assistance;,for Agency's configuration of security, roles & permissions, -categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Agency'sin-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample _policies, and categories & roles guide Post go-live review 3 Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services. The BWC Starter options include: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 10 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB A� /\><E N � Master Services and Purchasing Agreement System set up and configuration (Remote Support) • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories &custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator"credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence trainingneeds after Axon's has fulfilled its contracted on-site obligations End user go-live training and support sessions • Assistance with device set up and configuration • •.. Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator,guides,:camera implementation guides, network setup guide, sample policies, and categories & roles guide 4 Body-Worn Camera Virtual 1-Day;Service (BWC Virtual). BWC Virtual includes all items in the • BWC.Starter Service Package, except one day of on-site services. 5 CEW Services Packa•es. CEW Services Packa.es are detailed below: System set up and configuration • Configure Axon Evidence categories &custom roles based on Agency need. • • Troubleshoot IT issues with Axon Evidence. • • Register users and assign roles in Axon Evidence. • 'For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout(Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 11 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXON" Master Services and Purchasing Agreement TASER CEW inspection and device assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. 6 Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart-Weapons that Agency is replacing with newer Smart Weapon models. Return of Old Weapons Axon's on-site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course. 7 Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of onsite Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible • 4! for_providing:an-appropriate work•area and ensuring all holsters that will have Signal Sidearm _ , . . ' _. _.installed;onto them.are available on the agreed-upon installation date(s). Installation includes: Removal of.existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount .Reattachment of the holster to the mount using appropriate screws • Functional testing of Signal Sidearm device 8 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency.travel time by Axon personnel to Agency premises as work hours. 10 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site")per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 12 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB A / `� `O ' " M r Services and Master Purchasing Agreement 12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the, Acceptance Form, 'Axon will deem Agency to have accepted the professional Services. .13 Agency Network.'For work performed by Axon transiting or making use of Agency's network, ;Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable;forloss, damage, or corruption of Agency's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 13 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXON Master Services and Purchasing Agreement reement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP")or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. • .' 3 OSP.7 Term'OSP7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If • Axon ships in thefirst half bf.the.month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month,lOSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency h'as-no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axori•body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased'TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5 TAP Dock Upgrade. If Agency,has.no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with.any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay`configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally_purchased a single-bay Axon Dock, the Dock Upgrade will be a • single-bay Axon Dock•model that-is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi-bay Anon Dock, the Dock Upgrade will be a multi-bay Axon Dock that • is the same or like Axon Device, at Axon's option. 6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7 Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9 Termination. If Agency's payment for TAP,OSP,or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2 Axon will not and has no obligation to provide the Upgrade Models. 9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 14 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AAXON Master Services and � Purchasing Agreement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange - . ' •- - it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy -Development for Autism/Schizophrenia (collectively, "Training Content"),. Agency may ,access Training Content. Axon will deliver all Training Content electronically. 3 ' Extended Warranty. If the Quote includes an extended warranty,the extended warranty coverage period warranty will be for a 5-year'term,which includes the hardware manufacturer's warranty plus the 4-year extended term. 4 ' Trade-in. If the Quote contains a'discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon. Agency must ship batteries via ground shipping..Axon will pay shipping costs of the return. If Axon does not receive Trade;In Units within the timeframe below,Axon will invoice Agency the value of the trade- in credit. Agencymay not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+officers 1.80 days 5 TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware.The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6 Access Rights. Upon Axon granting-Agency a TASER 7 Axon Evidence subscription,Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices-during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies. 7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. 8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 15 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXONr Services and Purchasing aste Agreement 8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 16 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB 11 AXON Master Services and Agreement Axon Auto-Tagging Appendix Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch("CAD")or Records Management Systems("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category,and location- based on data maintained in Agency's CAD or RMS. 2 Support. For thirty days.after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The ,Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to: 4.1 Make available relevant systems, including Agency's current CAD or RMS,for assessment j: by Axon (including remote access if possible); 4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems_and networks related to Axon's performance of Auto-Tagging Services; 4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency'safety and security restrictions, and allow Axon to enter and exit the premises .with:laptops and materials needed to perform Auto-Tagging Services; 4.4 Provide all infrastructure,and software information (TCP/IP addresses, node names, network'configuration) necessary for Axon to provide Auto-Tagging Services; 4.5 ' :Promptly install and implement any software updates provided by Axon; . _ 4.6, Ensure that all appropriate data backups are performed; 4.7 Provide assistance,;participation, and approvals in testing Auto-Tagging Services; 4.8 .Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9 Notify Axon of ariy network or machine maintenance that may impact the performance of the module at Agency; and 4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5 Access to Systems. Agency.authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency.Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 17 of 23 Docusign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB & AXON Master Services and Purchasing Agreement Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2 Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager,Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly. 3 Third-party Installer. Axon will not:be liable for the failure of Axon Fleet hardware to operate per specifications if.such failure'results from installation not performed by, or as directed by Axon. 4 Wireless Offload Server. 4.1 License Grant.'Axpn grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or-executing WOS solely for data communication with Axon Devices for the number of licenses purchased.. The, WOS term begins upon the start of the Axon Evidence Subscription. • 4.2 Restrictions. Agency may;not: (a) modify, alter, tamper with, repair, or create derivative works of WOS;.(b) reverseengineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS,or allow others to do so; (c)access or use WOS to avoid incurring fees or ;exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information 'contained.in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build.a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices :(iricluding.copyright and trademark notices)of Axon or Axon's licensors on or within WOS. 4.3 Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates")available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4 WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5 Axon Vehicle Software. 5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".)"Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 18 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB /\)<E ' N � Master Services and Purchasing Agreement remove,alter or obscure any confidentiality or proprietary rights notices(including copyright and trademark notices)of Axon or Axon's licensors on or within Axon Vehicle Software. 6 Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Fleet Upgrade")as schedule on the Quote. If Agency would like to change models for the Axon Fleet Upgrade,Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of - previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade,Agency must return the original Axon Devices to Axon or destroy the Axon.Devices and provide a certificate of destruction to Axon, including serial numbers pf the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon,Axoh will deactivate the serial numbers for the Axon Devices received by Agency. 7 Privacy. Axon will not disclose!Agency Content or any information about Agency except as compelled by a'court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. 8 Axon Fleet Termination.Axon'may,terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1 Axon.Fleet subscription coverage terminates, and no refunds will be given. _ 8.2 'Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3 Agency will be responsible.for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 19 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB A AXON i Master Services and Purchasing Agreement reement Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus. 1 Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled . . offering, or(2)date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the(1)date Axon provisions Axon Respond to Agency,or(2)first day of the month following the Effective Date. The Axon Respond 'subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2...;',-.r•.:Scope.of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness• during ,critical incidents to improve officer safety, effectiveness, and awareness: Iri the event Agency.uses Axon Respond outside this scope, Axon may initiate good- ' faith discussions'with Agency. on,upgrading Agency's Axon Respond to better meet Agency's needs. 3 ',Axon Body 3LTE Requirements: Axon Respond is only available and usable with an LTE enabled:body-worn.camera: Axon.is not liable if Agency utilizes the LTE device outside of the • • - "coverage.area or if.'the;LTE.carrier.is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4.. - Axon 'Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 ;.-. . system configured with.LTE modem.and service. Agency is responsible for providing LTE service for,the modem. ,Coverage and availability of LTE service is subject to Agency's LTE carrier. 5 Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, .terrain,other natural or artificial conditions adversely affecting transmission,weak batteries,system overcapacity, movement'outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the'network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties or representations as.to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier. 6 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 20 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB 4 AXON Master Services and Purchasing Agreement Add-on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance. 1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. If Agency purchases -Axon, Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone,'the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon;Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on. 2 Axon Citiien Storage. For Axon Citizen,Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post- . termination provisions outlined iri;the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. • 3 ' . Performance Auto-Tagginq=Data:tiIn order to provide some features of Axon Performance to .Agency, Axon will.need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 21 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AXONMaster Services and Purchasing Agreement Axon Auto-Transcribe Appendix This Appendix applies to Axon Auto-Transcribe. 1) Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or(2)date Axon provisions Axon Auto-Transcribe to Agency. If Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency. Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of.time passedunder the annual subscription, rather than on the number of minutes used, regardless of usage. 2) Auto-Transcribe A-La-Carte.Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize'Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency-will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Agency:additional fees for exceeding the number of purchased minutes. 3) 'Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription ' • to Axon Auto-Trahscribe;.Agency'may utilize Axon Auto-Transcribe with no limit on the number of minutes.The scope'of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and transcribing individualevidence items. In the event Agency uses Axon Auto-Transcribe On- Demand.outside this scopp,,Axon_may initiate good-faith discussions with Agency on upgrading Agency's Axon Auto-Transcribe On-Demand to better meet Agency's needs. . 4) Warranty.Axon does not warrant the accuracy of Axon Auto-Transcribe. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 22 of 23 DocuSign Envelope ID:746642E4-BE4A-4230-A8C7-F2E07462EDBB AAXON Master Services andPurchasing Agreement Axon Virtual Reality Content Terms of Use Appendix 1 Term. The Quote will detail the duration of the Virtual Reality Content license. 2 Headsets.Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content, Agency must purchase those headsets from Axon. 3 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Content licenses from Axon.Agency may not use Virtual Reality Content for any purpose other than as expressly permitted by this Agreement. Agency may not: 3.1 modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Content; 3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the sourcecode of Virtual Reality Content, or allow others to do the same; 3.3 copy Virtual Reality' Content in whole or part, except as expressly permitted in this Agreement; 3.4 ' 'use trade secret information contained in Virtual Reality Content; 3.5 resell, rent, loan or sublicense Virtual Reality Content; 3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; or ;3.7 .:remove, alter,- or obscure-any confidentiality or proprietary rights notices (including _ :; 1 .`.,. copyright,and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Content or any copies of Virtual Reality Content. 4 Termination.Axon mayterminate.Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 23 of 23