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HomeMy WebLinkAbout2 - Contract Administrator Submission_ 04_21_2021 6DAMENDED AGENDA BILL CITY OF BREMERTON CITY COUNCIL SUBJECT: Master Services and Purchasing Agreement with Axon Enterprise, Inc. for Body Cameras and In -Car Recording Equipment for the Police Department Study Session Date COUNCIL MEETING Date Department: Presenter: Phone: April 14, 2021 April 21, 2021 Police Tom Wolfe 360.473.5481 SUMMARY: The Bremerton Police Department requests approval to purchase fifty (50) body cameras and in -car recording equipment. Body -worn cameras can serve both the department and the community as an accountability function. They wish to purchase the equipment from Axon Enterprises, Inc., a participating contractor on the State of Washington's NASPO list of contracts, No. OK-MA-145-015. ATTACHMENTS: Axon Master Services and Purchasing Agreement, Quote from Axon Enterprises for Body -Worn Cameras, Quote from Axon Enterprises for In -Car Recording Equipment FISCAL IMPACTS (Include Budgeted Amount): Purchase amount of $184,223.23 was approved in BPD's 2021 budget. STUDY SESSION AGENDA: 0 Limited Presentation Full Presentation STUDY SESSION ACTION: Consent Agenda 0 General Business Public Hearing RECOMMENDED MOTION: Move to approve the agreement; and authorize the Mayor to finalize and execute the agreement with substantially the same terms and conditions as presented. COUNCIL ACTION: Form Updated 01/02/2018 Approve Deny Table Continue No Action DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 1 of 17 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. 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 is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. Services” means 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 for five (5) years (“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 and continue for five (5) years Subscription Term”). 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, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. 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. 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 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 2 of 17 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 on non - functioning units , through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. 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. 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, at Axon’s own expense and in effect during the Term, and provide a DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 3 of 17 Certificate of Insurance evidencing: 1. Automobile Liability insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liability insurance with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Commercial General Liability insurance for Taser 7 may be written on a claims-made basis. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and 3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and aggregate; and 4. Cyber Liability insurance with limits not less than $1,000,000 limit per occurrence or claim; and 5. Workers Compensation insurance as statutorily required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington and employer's liability with limits not less than 1,000,000. The Agency shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of Axon. Axon’s insurance shall be primary and non - contributory insurance as respects the Agency and shall contain a waiver of subrogation against the Agency for claims arising out of any operations, liabilities and obligations to which coverage applies. 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 negligence or willful misconduct, or claims under workers compensation. 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. Further, Agency may terminate this Agreement for convenience by providing Axon 90 days prior written notice. Agency will deliver notice of termination under this section as soon as reasonably practicable. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 4 of 17 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, 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. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. 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 a 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-Discrimination. Neither Party nor 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 5 of 17 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: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the 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. Agency Signature: Signature: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Robert E. Driscoll, Jr. VP, Assoc. General Counsel 5/4/2021 Mayor Greg Wheeler 5/4/2021 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 6 of 17 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 an identifier 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 Axon 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 and 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 are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 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 owns Agency Content; 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 if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 7 of 17 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.youtube.com/static?template=terms. 6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 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 Axon 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. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 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 before 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. 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 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 8 of 17 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. 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 9 of 17 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 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: 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 training needs 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 3 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. 4 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. 5 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. 6 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. 7 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 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 10 of 17 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. 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 8 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. 9 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 for loss, damage, or corruption of Agency’s network from any cause. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 11 of 17 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. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month (“OSP 7 Term”). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon 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 Axon 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 12 of 17 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. Agency may 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 180 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. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 13 of 17 information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze, support, and operate Axon’s current and future devices and services. 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: 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 14 of 17 Axon Auto-Tagging Appendix 1 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 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 any 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 15 of 17 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. Axon 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) reverse engineer, 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 including 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) 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 16 of 17 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 of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon 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. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze, support, and operate Axon’s current and future devices and services. 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 17 of 17 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 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. In 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 3 LTE 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. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Bremerton Police Dept. -WA ISSUED 3/12/2021 AXON SALES REPRESENTATIVE Robbie Taylor 480) 502-6274 rtaylor@axon.com Q-290737-44267.883RT 1 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Payment Terms: Net 30 Delivery Method: Fedex -Ground Q-290737-44267.883RT Year 1 -Core Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 1 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 50 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 60 50 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 150 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 50 0.00 0.00 0.00 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT ACCESS LICENSE 60 50 0.00 0.00 0.00 73449 RESPOND DEVICE LICENSE 60 50 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 60 50 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 9 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 60 9 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 36 0.00 0.00 0.00 73449 RESPOND DEVICE LICENSE 60 9 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 60 9 0.00 0.00 0.00 Hardware 20160 TASER 7 HOLSTER -SAFARILAND, RH+CART CARRIER 50 0.00 0.00 0.00 Issued: 03/12/2021 Quote Expiration: 06/15/2021 Account Number: 107761 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Protect Life. PRIMARY CONTACT Randy Plumb Phone: (360) 473-5974 Email: randy.plumb@ci.bremerton.wa.us BILL TO Bremerton Police Dept. -WA 1025 Burwell Street Bremerton, WA 98337 US SHIP TO Randy Plumb Bremerton Police Dept. -WA 1025 Burwell Street Bremerton, WA 98337 US SALES REPRESENTATIVE Robbie Taylor Phone: (480) 502-6274 Email: rtaylor@axon.com Fax: Q-290737-44267.883RT 2 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Year 1 -Core (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 75015 SIGNAL SIDEARM KIT 50 0.00 0.00 0.00 70112 AXON SIGNAL UNIT 8 0.00 0.00 0.00 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY GREEN LASER), CLASS 3R 50 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 50 0.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 150 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 150 0.00 0.00 0.00 73202 AXON BODY 3 -NA10 50 0.00 0.00 0.00 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 100 0.00 0.00 0.00 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 8 0.00 0.00 0.00 74210 AXON BODY 3 -8 BAY DOCK 8 0.00 0.00 0.00 22179 TASER 7 INERT CARTRIDGE, STANDOFF 3.5-DEGREE) NS 50 0.00 0.00 0.00 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 50 0.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 100 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 100 0.00 0.00 0.00 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 100 0.00 0.00 0.00 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 100 0.00 0.00 0.00 20018 TASER 7 BATTERY PACK, TACTICAL 60 0.00 0.00 0.00 20041 TASER 7 BATTERY PACK WARRANTY, 4- YEAR 60 0.00 0.00 0.00 20042 TASER 7 DOCK & CORE WARRANTY, 4- YEAR 1 0.00 0.00 0.00 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 1 0.00 0.00 0.00 74200 TASER 7 6-BAY DOCK AND CORE 1 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 50 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 1 0.00 0.00 0.00 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 1 0.00 0.00 0.00 Protect Life.Q-290737-44267.883RT 3 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Year 1 -Core (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 55 0.00 0.00 0.00 73202 AXON BODY 3 -NA10 9 699.00 699.00 6,291.00 74210 AXON BODY 3 -8 BAY DOCK 1 1,495.00 1,495.00 1,495.00 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 1 43.90 43.90 43.90 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 10 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 9 0.00 0.00 0.00 Other 20320 AXON CORE + PLAN WITH T7 CERT HEADER 50 0.00 0.00 0.00 20321 AXON CORE + PLAN WITH T7 CERT PAYMENT 12 50 1,908.00 1,908.00 95,400.00 73827 AB3 CAMERA TAP WARRANTY 60 50 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 60 8 0.00 0.00 0.00 71019 NORTH AMER POWER CORD FOR AB3 8- BAY, AB2 1-BAY / 6-BAY DOCK 8 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED)1 0.00 0.00 0.00 73842 UNLIMITED EVIDENCE.COM TAP BUNDLE PAYMENT 12 9 1,068.00 1,068.00 9,612.00 73665 RESPOND DEVICE PAYMENT 12 9 60.00 60.00 540.00 73835 AUTO TAGGING LICENSE PAYMENT 12 9 108.00 108.00 972.00 73827 AB3 CAMERA TAP WARRANTY 60 9 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 60 1 0.00 0.00 0.00 71019 NORTH AMER POWER CORD FOR AB3 8- BAY, AB2 1-BAY / 6-BAY DOCK 1 0.00 0.00 0.00 Services 80129 SIGNAL OR ROUTER ONLY INSTALLATION PER VEHICLE)8 0.00 0.00 0.00 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 0.00 0.00 0.00 85144 AXON STARTER 1 2,750.00 2,750.00 2,750.00 Protect Life.Q-290737-44267.883RT 4 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Year 1 -Core (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Services (Continued) 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 0.00 0.00 0.00 Subtotal 117,103.90 Estimated Shipping 0.00 Estimated Tax 10,539.37 Total 127,643.27 Year 1 -Fleet Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA STORAGE, ACCESS 60 78 0.00 0.00 0.00 80400 FLEET, VEHICLE LICENSE, ACCESS 60 39 0.00 0.00 0.00 Hardware 72036 FLEET 3 STANDARD 2 CAMERA KIT 39 0.00 0.00 0.00 80486 EXT WARRANTY, FLEET 3, 2 CAMERA KIT, 4 YEARS 39 0.00 0.00 0.00 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 39 0.00 0.00 0.00 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 39 0.00 0.00 0.00 74110 FLEET ETHERNET CABLE, CAT6, 25 FT 39 0.00 0.00 0.00 Other 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE)39 0.00 0.00 0.00 80457 FLEET 3 BASIC PAYMENT 12 39 1,548.00 1,330.98 51,908.22 Subtotal 51,908.22 Estimated Tax 4,671.74 Total 56,579.96 Spares -BWC Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY GREEN LASER), CLASS 3R 1 0.00 0.00 0.00 73202 AXON BODY 3 -NA10 1 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 1 0.00 0.00 0.00 74028 WING CLIP MOUNT, AXON RAPIDLOCK 1 0.00 0.00 0.00 Protect Life.Q-290737-44267.883RT 5 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Spares -BWC (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 1 0.00 0.00 0.00 Other 73827 AB3 CAMERA TAP WARRANTY 60 1 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 100 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 100 0.00 0.00 0.00 Other 20321 AXON CORE + PLAN WITH T7 CERT PAYMENT 12 50 1,908.00 1,908.00 95,400.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 80457 FLEET 3 BASIC PAYMENT 12 39 1,548.00 1,548.00 60,372.00 73835 AUTO TAGGING LICENSE PAYMENT 12 9 108.00 108.00 972.00 73665 RESPOND DEVICE PAYMENT 12 9 60.00 60.00 540.00 73842 UNLIMITED EVIDENCE.COM TAP BUNDLE PAYMENT 12 9 1,068.00 1,303.13 11,728.17 Subtotal 169,012.17 Estimated Tax 15,211.09 Total 184,223.26 Year 3 Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 100 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 100 0.00 0.00 0.00 Protect Life.Q-290737-44267.883RT 6 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Year 3 (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 100 0.00 0.00 0.00 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 100 0.00 0.00 0.00 Other 73309 AXON CAMERA REFRESH ONE 50 0.00 0.00 0.00 20321 AXON CORE + PLAN WITH T7 CERT PAYMENT 12 50 1,908.00 1,908.00 95,400.00 73689 MULTI-BAY BWC DOCK 1ST REFRESH 8 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 73309 AXON CAMERA REFRESH ONE 1 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 80457 FLEET 3 BASIC PAYMENT 12 39 1,548.00 1,548.00 60,372.00 73835 AUTO TAGGING LICENSE PAYMENT 12 9 108.00 108.00 972.00 73665 RESPOND DEVICE PAYMENT 12 9 60.00 60.00 540.00 73842 UNLIMITED EVIDENCE.COM TAP BUNDLE PAYMENT 12 9 1,068.00 1,303.13 11,728.17 73309 AXON CAMERA REFRESH ONE 9 0.00 0.00 0.00 73689 MULTI-BAY BWC DOCK 1ST REFRESH 1 0.00 0.00 0.00 Subtotal 169,012.17 Estimated Tax 15,211.09 Total 184,223.26 Year 4 Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 100 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 100 0.00 0.00 0.00 Other 20321 AXON CORE + PLAN WITH T7 CERT PAYMENT 12 50 1,908.00 1,908.00 95,400.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 80457 FLEET 3 BASIC PAYMENT 12 39 1,548.00 1,548.00 60,372.00 Protect Life.Q-290737-44267.883RT 7 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Year 4 (Continued) Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Other (Continued) 73835 AUTO TAGGING LICENSE PAYMENT 12 9 108.00 108.00 972.00 73665 RESPOND DEVICE PAYMENT 12 9 60.00 60.00 540.00 73842 UNLIMITED EVIDENCE.COM TAP BUNDLE PAYMENT 12 9 1,068.00 1,303.13 11,728.17 Subtotal 169,012.17 Estimated Tax 15,211.09 Total 184,223.26 Year 5 Item Description Term Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE) NS 100 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 100 0.00 0.00 0.00 Other 73310 AXON CAMERA REFRESH TWO 50 0.00 0.00 0.00 20321 AXON CORE + PLAN WITH T7 CERT PAYMENT 12 50 1,908.00 1,908.00 95,400.00 73688 MULTI-BAY BWC DOCK 2ND REFRESH 8 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 73310 AXON CAMERA REFRESH TWO 1 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 80457 FLEET 3 BASIC PAYMENT 12 39 1,548.00 1,548.00 60,372.00 73835 AUTO TAGGING LICENSE PAYMENT 12 9 108.00 108.00 972.00 73665 RESPOND DEVICE PAYMENT 12 9 60.00 60.00 540.00 73842 UNLIMITED EVIDENCE.COM TAP BUNDLE PAYMENT 12 9 1,068.00 1,303.13 11,728.17 73310 AXON CAMERA REFRESH TWO 9 0.00 0.00 0.00 73688 MULTI-BAY BWC DOCK 2ND REFRESH 1 0.00 0.00 0.00 Subtotal 169,012.17 Estimated Tax 15,211.09 Total 184,223.26 Grand Total 921,116.27 Protect Life.Q-290737-44267.883RT 8 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Summary of Payments Payment Amount (USD) Year 1 -Core 127,643.27 Year 1 -Fleet 56,579.96 Spares -BWC 0.00 Year 2 184,223.26 Year 3 184,223.26 Year 4 184,223.26 Year 5 184,223.26 Grand Total 921,116.27 Protect Life.Q-290737-44267.883RT 9 DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Notes NASPO Contract No. OK-MA-145-015 used for pricing and purchasing justification Purchase of TASER 7 are governed by the TASER 7 Agreement located at https://www.axon.com/legal/sales-terms-and-conditions and not the Master Services and Purchasing Agreement referenced below. Tax is subject to change at order processing with valid exemption. Axon’s Sales Terms and Conditions 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.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. Signature:CustSIG Date:CustDate Name (Print):CustName Title:CustTitle PO# (Or write N/A):CustPo Please sign and email to Robbie Taylor at rtaylor@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. Protect Life.Q-290737-44267.883RT 10 Axon Internal Use Only*** Review 1 Review 2 SFDC Contract #: Order Type: RMA #: Address Used: SO #: Comments: DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Mayor 5/4/2021 N/A Greg Wheeler Protect Life.Q-290737-44267.883RT 11 Bremerton Police Dept. -WA What is the contact name and phone number for this shipment? What are your receiving hours? Monday-Friday) Is a dock available for this incoming shipment? Are there any delivery restrictions? (no box trucks, etc.) AT T E N T I O N This order may qualify for freight shipping, please fill out the following information. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 STATEMENT OF WORK & CONFIGURATION DOCUMENT Axon Fleet In-Car Recording Platform This document details a proposed system design Agency Created For: Bremerton PD Sold By: Robbie Taylor Designed By: Jake Borro Installed By: Axon Professional Services DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 VEHICLE OVERVIEW SITE NAME CUSTOMER NAME Headquarters Bremerton PD Total Configured Vehicles Axon Camera Fleet Hub In-Car Router 39 Total Vehicles with this Configuration Video Capture Sources 78 1 Total Cameras Deployed Fleet Hub(s) Per Vehicle Mobile Data Terminal Per Vehicle 1 Located In Each Vehicle Mobile Router Per Vehicle 1 IBR900-1200M-B Offload Mechanism 4G LTE Cellular Evidence Management System Evidence.com SYSTEM CONFIGURATION DETAILS The following sections detail the configuration of the Axon Fleet In-Car System Vehicle Hardware Vehicle Hardware 2 Axon Fleet Cameras will be installed in each vehicle 1 Axon Fleet Hub will be installed in each vehicle 1 5-in-1 Antenna will be installed in each vehicle 1 3-in-1 Antenna will be installed in each vehicle 1 IBR900-1200M-B router will be installed in each vehicle Signal Activation Methods 5 Triggers will be configured per vehicle The following devices will be configured for Signal activation: Light-Bar, Gunlock, Crash, Speed, Siren. When triggered, the Axon Signal technology in the Fleet 3 Hub will activate the recording mechanism for all configured Axon cameras within Bluetooth range of the vehicle. Mobile Data Computer Each vehicle will be equipped with a Mobile Data Computer provided by the customer, which meets or exceeds the specifications provided by Axon. Mobile Data Computer Requirements Operating System: Windows 7 SP1 or Windows 10 (version 1909 or higher) - x32 or x64 with the most current service packs and updates Hard Drive: Must have 25GB+ of free disk space RAM/Memory: for x32: 4GB | for x64: 8GB or greater Ethernet Port: It is recommended that the MDC have one dedicated and available Ethernet port reserved for an Ethernet cable from router. The Ethernet port can be located on an electronic and stationary mobile docking station. If a docking station is used, it is the preferred location for the Ethernet port. Wi-Fi Card: If the MDC is not connected to the router via Ethernet LAN, a WiFi card is required in the MDC. In this case, the WiFi card should meet or exceed the router's minimum WiFi radio compatibility requirements. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Additional Considerations The Cradlepoint router includes the antenna(s) and Cradlecare. For agencies that use a VPN, Axon traffic must be passed through; such that it does not use the VPN tunnel. Customer must provide IT and / or Admin resources at time of installation to ensure data routing if functional for Axon Fleet operation. In the event an Agency is unable to support the IT requirements associated with the installation, Axon reserves the right to charge the Agency for additional time associated with on -site work completed by an Axon Personnel. Hardware Provisioning Axon will provide the following router for all vehicles: IBR900-1200M-B The customer will provide an MDC for each vehicle. If the customer chooses to provide their own SIM, they must be activated and available at time of installation SIM Location SIM will be located in router and can be inserted in router by Cradlepoint if carrier is specified by agency. 4G / Cellular Offload Considerations Network Considerations The IBR900-1200M-B will be the connection which allows 4G upload of recorded video The customer will ensure that their cellular contract does not allow for data throttling, or service denial, once a set data threshold is met. Throttling or denial of service will negatively affect Fleet upload capabilities. Network Consideration Agreement Network Consideration Agreement Customer acknowledges the minimum requirements for the network to support this Statement of Work. Axon employees performing services under this SOW are CJIS certified. If the network provided by Customer does not meet the minimum requirements, or in the event of a requested change in scope of the project, a Change Order will be required and additional fees may apply. Additional fees would also apply if Axon is required to extend the installation time for reasons caused by the customer or the customer network accessibility. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Professional Services & Training Project Management Axon will assign a Project Manager that will provide the expertise to execute a successful Fleet camera deployment and implementation. The Project Manager will have knowledge and experience with all phases of the project management lifecycle and with all application modules being implemented. He/she will work closely with the customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables. Vehicle Installation Customer agrees to have the above mentioned number of intended vehicles available at the time of deployment. Axon will be performing the installation of all Axon Fleet vehicle hardware. Installation services included with Axon Fleet system include a “clip” and removal of existing in-car system hardware, if applicable. This does not include “full removal” of existing wiring. A “full removal” of all existing hardware and wiring is subject to additional fees. Axon provides basic Fleet operation overview to the customer lead and/or Admin at the time of install. o It is necessary to differentiate between the type of equipment removal to be provided by Axon. Standard Fleet Installation includes hardware removal in a fashion considered “Clip” which means Axon cuts the wires from the old system without removing multiple panels, removing all wiring and parts from the old system. In the case Axon removes the hardware Axon is not responsible for the surplus of hardware or any devices that may have been physically integrated with the removed system. In some situations, radar systems are integrated with the in-car video system and have a cable that connects to the system, if Axon removes the old in car system then Axon is not responsible for the radar system as part of the removal. o A “Rip” removal should be contracted through ProLogic directly. The Rip would be similar to a complete and full removal, which is more common when they retire a vehicle from service. Chosen installation site must have internet access for the Hub, through the router,and MDC for configuration and testing of Fleet 3. Customer must have a resource onsite during installation with Axon Evidence Device Administration permissions to assist with logging into customer MDCs and configuring vehicle software. Custom Trigger Installation The Fleet 3 Hub has multiple trigger configuration options. Any trigger configurations that include a door or magnetic door switch are considered “custom” and may be subject to additional fees. An Axon representative has discussed with the Agency the standard triggers of the Fleet System. Those no-cost triggers include Light-bar,Siren, Speed, Motion Activation and Gun-lock activation. The light-bar must have a controller to allow Axon to interface for the desired position, gun -locks must be installed with existing hardware in the vehicle. Doors are considered “CUSTOM” since they required additional hardware and time for installation, typically requiring the door may need to be taken apart for the installation. Training End-user go-live training provides individual device set up and configuration assistance, training on device use, Evidence.com and AXON Fleet Dashboard. This is included at no additional cost. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 Notes Tax is subject to change at order processing with valid exemption. Axon’s Sales Terms and Conditions 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. 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 Axo n that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: Date: Name (Print): Title: PO# (Or write N/A): Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. Axon Internal Use Only*** SFDC Contract #: Order Type: RMA #: Address Used: SO #: Review 1 Review 2 Comments: Protect Life. DocuSign Envelope ID: 69AFD286-C83A-437D-94A8-D45538A9AA84 5/4/2021 Greg Wheeler Mayor N/A