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Contract 55053
DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 CSC No. 55053 VENDOR SERVICES AGREEMENT Axon Enterprise Incorporated This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and through Jay Chapa, its duly authorized Assistant City Manager, and AXON ENTERPRISE, INC. ("Vendor"), a Delaware corporation and acting by and through Jay Chapa, its duly authorized Assistant City Manager,each individually referred to as a"party"and collectively referred to as the"parties." WHEREAS,the Vendor and City are parties to City Secretary Contract No.48941,dated March 30,2017,using BuyBoard Contract No. 500-15 for body-worn cameras,conducted electrical weapons, incar video systems,external data storage and related equipment and services; and WHEREAS, the Vendor and City are parties to City Secretary Contract No. 51314, dated September 28,2018,for Vendor to provide City with a custom TASER 7 offering as a part of their Officer Safety Program bundle; and WHEREAS,the City has determined that Axon Enterprise Incorporated is the documented sole source provider of TASER conducted energy devices,accessories and Officer Safety Plan; and WHEREAS,the City has determined that additional units of Taser 7 conducted electrical weapons are necessary to preserve or protect both the public and the City's police officers by replacing older units still being utilized by the Fort Worth Police Department and to provide recruit classes with Taser 7 units; and WHEREAS,both Parties mutually desire to enter into a similar agreement as CSC No. 51314 in order for Vendor to upgrade and provide 400 additional units of Taser 7 to City. NOW, THEREFORE, for and in consideration of the mutual obligations and benefits contained herein,the Parties agree as follows: AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Vendor Services Agreement; 2. Exhibit A—Vendor's Quotation; 3. Exhibit B—Sole Source Documentation; 4. Exhibit C—Verification of Signature Authority Form; and 5. Exhibit D-Axon Enterprise,Inc.'s TASER 7 Terms and Conditions Exhibits A,B,C and D which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A,B,C or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Vendor agrees to provide the City with a custom TASER 7 offering as a part of their Officer Safety Program,Body Worn Camera and Conducted Electric Weapon bundle.Exhibit"A,"—Vendor's Quotation more specifically describes the equipment and services to be provided hereunder. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 2. TERM. This Agreement shall begin on December 15, 2020 ("Effective Date") and shall expire on December 14, 2025 ("Expiration Date"),unless terminated earlier in accordance with this Agreement("Initial Term"). 3. COMPENSATION. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit "A," — Vendor's Quotation. Total payment made under this Agreement for the first year by City shall be in an amount not to exceed one hundred eighty one thousand Dollars ($181,000.00). Total payment made under this Agreement for the succeeding four years shall be in an amount not to exceed two hundred eighty eight thousand Dollars($288,000.00) annually. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 4. TERMINATION. 4.1 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder,City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. Notwithstanding the foregoing, in the event of such termination, Section 7,TASER 7 Termination of Exhibit D will apply. 4.2 Duties and Obligations of the Parties.In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City Information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in accordance with the TASER 7 Terms and Conditions. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts.Vendor hereby warrants to City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement,Vendor hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information.Vendor,for itself and its officers,agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify, delete or otherwise corrupt City Information in any way. Vendor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Vendor agrees that City shall,until the expiration of three(3)years after final payment under this contract, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including,but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subVendors.Vendor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers,agents, servants and employees,and Vendor,its officers,agents,employees, servants,Vendors and subVendors. Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Vendor or any officers,agents,servants,employees or subVendor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or subVendor of Vendor shall be entitled to any employment benefits from City. Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subVendor. 8. LIABILITY AND INDEMNIFICATION. 8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANYAND ALL CLAIMS DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation.So long as Vendor bears the cost and expense of payment for claims or actions against City pursuant to this section, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Vendor in doing so.In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise,such use is materially adversely restricted,Vendor shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the software and/or documentation; or(b)modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable,compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,subsequent to which termination City may seek any and all remedies available to City under law. 9. ASSIGNMENT AND SUBCONTRACTING. 9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment, the assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. Vendor and Assignee shall be jointly liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the duties and obligations of Vendor under this Agreement as such duties and DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 obligations may apply. Vendor shall provide City with a fully executed copy of any such subcontract. 10. INSURANCE. Vendor shall provide City with certificate(s)of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Vendor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City.Ten(10)days'notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager,City of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort Worth City Attorney at the same address. DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Vendor has obtained all required insurance shall be delivered to the City prior to Vendor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS,ORDINANCES,RULES AND REGULATIONS. Vendor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances,rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations.If City notifies Vendor of any violation of such laws,ordinances,rules or regulations,Vendor shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Vendor, for itself, its personal representatives, assigns, subVendors and successors in interest, as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL REPRESENTATIVES,ASSIGNS, SUBVENDORSS OR SUCCESSORS IN INTEREST,VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 To CITY: To VENDOR: City of Fort Worth Axon Enterprise,Inc. Contracts Attn: Jay Chapa,Assistant City Manager 17800 N. 85'Street 200 Texas Street Scottsdale,AZ Fort Worth,TX 76102-6314 Facsimile: 480-991-0791 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address 14. SOLICITATION OF EMPLOYEES. Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control,including,but not limited to,compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural disasters;wars;riots;epidemics or pandemics;government action or inaction;orders of government; DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 material or labor restrictions by any governmental authority; transportation problems; restraints or prohibitions by any court,board,department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies;or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected(collectively,"Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of,such prevention or hindrance,provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion.The form of notice required by this section will be the same as Section 13. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A-D. 22. AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement,including Exhibits A,B,C and D,contains the entire understanding and agreement between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes, be deemed an original,but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Vendor warrants that its services will be of a high quality and conform to generally prevailing industry standards.City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or (b)refund the fees paid by City to Vendor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services.VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 27. OWNERSHIP OF WORK PRODUCT. Vendor shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement (collectively, "Work Product"). Further, Vendor shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. To the extent that Vendor develops a work for City's sole and exclusive use,Vendor will grant the City a royalty-free, worldwide, non-transferable, non-exclusive, perpetual right to use such work. Vendor will retain all intellectual property rights and ownership in such work. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto, may be executed by any authorized representative of Vendor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. CHANGE IN COMPANY NAME OR OWNERSHIP Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records.The president of Vendor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director's resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact future invoice payments. 30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL If Vendor has fewer than 10 employees or this Agreement is for less than$100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" has the DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. (signature page follows) ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of lmw aWAA' this contract,including ensuring all performance and By. Jesus Chapa(Dec f6,2020 11:13 CST) reporting requirements. Jesus J. Chapa Deputy City Manager Date: /Gt�IV f�0��/ MZ By: james Rodriguez(Dec 1,2020 09:14 CST) APPROVAL RECOMMENDED: James Rodriguez Sr. Management Analyst APPROVED AS TO FORM AND LEGALITY: By: 4���L/12Cl.Gl,� 1 Kraus(Dec 16,2020 10:19 CST) Chief Ed Kraus Chief of Police By: Jessika Williams ATTEST: oa44FORr� Assistant City Attorney p!-o° °00 ��.4� CONTRACT AUTHORIZATION: By: 0,00 a=d M&C: 20-0972 12/15/2020 Mary Kayser p� o° o*a City Secretary 1 a °°°°°°°°°° a ��nE�pSo� VENDOR: DoeuSigned by: By: Bobby Driscoll, V.P. and Associate General Counsel 12/15/2020 1 3:10 PM MST Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 EXHIBIT A Q-266743-44167.029AM VENDOR'S , , UnitedStates QUOTATION y Quote Expiration: 12/18/2020 Phone: (8003)78-2737 Axon Enterprise, Inc. Account Number: 105785 17800 N 85thSt. SHIP TO Scottsdale,Arizona85255 Joseph Briles Payment Terms: Net30 Delivery Method:Fedex-Ground SALES REPRESENTATIVE PatMurphy BILLTO Phone:(602)326-6158 Fort Worth Police Department-TX Email:pmurphv(a)_taser.com Fort Worth Police Department-TX 505 W Felix St Fax:480-426-9776 505 W Felix St FORT WORTH,TX 76115 PRIMARY CONTACT FORT WORTH,TX 76115 US JosephBriles US Phone:(817)392-4496 Email:joseph.briles(&fortworthtexas.gov Year1 Term ListUnit Item Description (Months) Quantity Price Net UnitPrice Total(USD) Axon Plans&Packages 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 2 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 400 0.00 0.00 0.00 TASER 7 DUTY CARTRIDGE REPLACEMENT 20246 ACCESS LICENSE 60 400 0.00 0.00 0.00 Hardware TASER 7 HOLSTER-SAFARILAND, RH+CART 20160 CARRIER 350 0.00 0.00 0.00 TASER 7 HOLSTER-SAFARILAND, LH+CART 20161 CARRIER 50 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING (HALT)SUIT 4 0.00 0.00 0.00 Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 TASER 7 LIVE CARTRIDGE,STANDOFF(3.5- 22175 DEGREE)NS 800 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE,CLOSE 22176 QUARTERS(12-DEGREE)NS 800 0.00 0.00 0.00 TASER 7 HOOK-AND-LOOP TRN (HALT) 22177 CARTRIDGE, STANDOFF NS 800 0.00 0.00 0.00 TASER 7 HOOK-AND-LOOP TRN (HALT) 22178 CARTRIDGE,CLOSE QUART NS 800 0.00 0.00 0.00 TASER 7 HANDLE,YLW, HIGH VISIBILITY 20008 (GREEN LASER),CLASS 3R 400 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY,4-YEAR 400 0.00 0.00 0.00 Year 1(Continued) Term ListUnit Item Description (Months) Quantity Net UnitPrice Total (USD) Price Hardware(Continued) 20018 TASER 7 BATTERY PACK,TACTICAL 480 0.00 0.00 0.00 TASER 7 BATTERY PACK WARRANTY,4- 20041 YEAR 480 0.00 0.00 0.00 TARGET FRAME, PROFESSIONAL,27.5 IN.X 80090 75 IN.,TASER 7 10 0.00 0.00 0.00 TASER 7 DOCK&CORE WARRANTY,4- 20042 YEAR 3 0.00 0.00 0.00 WALL MOUNT BRACKET,ASSY, 70033 EVIDENCE.COM DOCK 3 0.00 0.00 0.00 74200 TASER 7 6-BAY DOCK AND CORE 3 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 22175 DEGREE)NS 1,200 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS(12-DEGREE)NS 1,200 0.00 0.00 0.00 TASER 7 INERT CARTRIDGE,STANDOFF 22179 (3.5-DEGREE)NS 50 0.00 0.00 0.00 TASER 7 INERT CARTRIDGE,CLOSE 22181 QUARTERS(12-DEGREE)NS 50 0.00 0.00 0.00 Other TASER 7 CERTIFICATION BUNDLE 20237 PAYMENT 12 400 720.00 452.50 181,000.00 TASER 7 ONLINE TRAINING CONTENT 20247 ACCESS LICENSE 60 400 0.00 0.00 0.00 Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 VR EMPATHY DEVELOPMENT STARTER 20249 CONTENT ACCESS 60 400 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00 0.00 TASER 7 TARGET,CONDUCTIVE, 80087 PROFESSIONAL(RUGGEDIZED) 10 0.00 0.00 0.00 Subtotal 181,000.00 Estimated Shipping 0.00 EstimatedTax 0.00 Total 181,000.00 Trade-InCredit Term List Unit Item Description (Months) Quantity Price Net UnitPrice Total(USD) Other Mj 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 400 0.00 0.00 0.00 Subtotal 0.00 EstimatedTax 0.00 Total 0.00 Spares Term List Unit Item Description (Months) Quantity Price Net UnitPrice Total(USD) Hardware 20008 TASER 7 HANDLE,YLW, HIGH VISIBILITY 13 0.00 0.00 0.00 (GREEN LASER),CLASS 3R 20040 TASER 7 HANDLE WARRANTY,4-YEAR 13 0.00 0.00 0.00 Subtotal 0.00 EstimatedTax 0.00 Total 0.00 Year2 Term ListUnit Item Description (Months) Quantity Net UnitPrice Total(USD) Price Hardware TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 22175 DEGREE)NS 800 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS(12-DEGREE)NS 800 0.00 0.00 0.00 Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Other TASER 7 CERTIFICATION BUNDLE 20237 PAYMENT 12 400 720.00 720.00 288,000.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00 0.00 Subtotal 288,000.00 EstimatedTax 0.00 Total 288,000.00 Year3 Term ListUnit Item Description (Months) Quantity Net UnitPrice Total (USD) Price Hardware TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 22175 DEGREE)NS 800 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS(12-DEGREE)NS 800 0.00 0.00 0.00 Other TASER 7 CERTIFICATION BUNDLE 20237 PAYMENT 12 400 720.00 720.00 288,000.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 Term ListUnit Item Description (Months) Quantity Net UnitPrice Total(USD) Price Hardware TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 22175 DEGREE)NS 800 0.00 0.00 0.00 TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS(12-DEGREE)NS 800 0.00 0.00 0.00 Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 TASER 7 HOOK-AND-LOOP TRN (HALT) 22177 CARTRIDGE,STANDOFF NS 800 0.00 0.00 0.00 TASER 7 HOOK-AND-LOOP TRN (HALT) 22178 CARTRIDGE,CLOSE QUART NS 800 0.00 0.00 0.00 Other TASER 7 CERTIFICATION BUNDLE 20237 PAYMENT 12 400 720.00 720.00 288,000.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 VOUCHER 0.00 0.00 0.00 Subtotal 288,000.00 EstimatedTax 0.00 Total 288,000.00 Year4 Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Year 4(Continued) Term List Unit Item Description (Months) Quantity Price Net UnitPrice Total(USD) Other(Continued) TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00 0.00 Subtotal 288,000.00 EstimatedTax 0.00 Total 288,000.00 Years Term List Unit Item Description (Months) Quantity Price Net UnitPrice Total(USD) Hardware LE& 22175 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 800 0.00 0.00 0.00 DEGREE)NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 800 0.00 0.00 0.00 QUARTERS(1 2-DEGREE)NS Other TASER 7 CERTIFICATION BUNDLE 20237 PAYMENT 12 400 720.00 720.00 288,000.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 4 0.00 0.00 0.00 TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00 0.00 Subtotal 288,000.00 EstimatedTax 0.00 Total 288,000.00 Grand Total 1,333,000.00 Q-266743.44167.029AM 1 FAEONI DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 � Discounts (USo) Quote Expiration:12/18/2020 List Amount 1 ,440,000.00 Discounts 107,000.00 Total 1,333,000.00 *Total excludes applicabletaxes Summary of Payments Payment Amount(USD) Year 1 181,000.00 Trade-In Credit 0.00 Spares 0.00 Year 2 288,000.00 Year 3 288,000.00 Year 4 288,000.00 Year 5 288,000.00 GrandTotal 1,333,000.00 All discounts on this quote are contingent upon the signature of this quote and delivery of associated purchase order by no later than December 24,2020. 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 the Vendor Services Agreement entered into between the City of Fort Worth and Axon Enterprise, Inc. 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, Q-266743.44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 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: Date: Name(Print): Title: PO#(Or write N/A): Please sign and email to Pat Murphy at pmurphyta taser.com or fax to 480-426-9776 Thank you for being a valued Axon customer.For your convenience on your next order,please check out our online store buv.axon.com The trademarks referenced above are the property of their respective owners. ***Axon Internal UseOnly*** SFDC Contract#: OrderType: RMA#: Review1 Review2 AddressUsed:SO#: Comments: Q-266743-44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 AXON Fort Worth Police Department - TX ATTENTION This order may qualify for freight shipping, please fill out the followinginformation. What is the contact nameand phone number for thisshipment? What are your receivinghours? (Monday-Friday) Is a dock available forthis incomingshipment? Are there anydelivery restrictions? (no box trucks, etc.) Q-266743-44167.029AM 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 EXHIBIT B SOLE SOURCE DOCUMENTATION FORT WORTH CITY OF FORT WORTH CHAPTER 252 EXEMPTION FORM Instructions:Fill out the entire form with detailed information. Once you have completed this form, provide it to the Purchasing attorney for review. The attorney will review the information you have provided to determine whether an exemption to Chapter 252's biding requirements is defensible. If you are printing this form to provide to Legal,please do not provide the Primer portion. Failure to provide sufficient information may result in follow up questions and cause a delay in the attorney's determination. Section 1: General Information Requesting Department: Police Department Name of Contract Manager: James Rodriguez Department's Attorney: Jessika Williams Item or Service sought: Goods: Taser 7—Multi shot conducted electrical weapon Service: Anticipated Amount: $288,000 annually, over 5 year term Vendor: Axon Enterprise, Inc. Current/Prior Agreement for item/service: Yes X No CSC or Purchase Order#: CSCO#51415 Amount: $7,441,776.00 Projected M&C Date: December 15, 2020 How will this item or service be used? The purpose of the multi shot conducted electrical weapon is to upgrade our current weapon system with the newest technology available. Section 2: Claimed Exemption and Justification (Other than sole source) NOTE - For a claimed sole-source exemption, complete Section 3. Page 1 of 4 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Please indicate the non-sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions: _A procurement necessary to preserve or protect the public health or safety of the City of Fort Worth's residents; A procurement necessary because of unforeseen damage to public machinery, equipment, or other property; A procurement for personal, professional, or planning services; _A procurement for work that is performed and paid for by the day as the work progresses; A purchase of land or a right-of-way; _Paving drainage, street widening, and other public improvements, or related matters, if at least one-third of the cost is to be paid by or through special assessments levied on property that will benefit from the improvements; _A public improvement project, already in progress, authorized by the voters of the municipality, for which there is a deficiency of funds for completing the project in accordance with the plans and purposes authorized by the voters; _A payment under a contract by which a developer participates in the construction of a public improvement as provided by Subchapter C, Chapter 212; Personal property sold: • at an auction by a state licensed auctioneer; • at a going out of business sale held in compliance with Subchapter F, Chapter 17, Business & Commerce Code; • by a political subdivision of this state,a state agency of this state,or an entity of the federal government; or • under an interlocal contract for cooperative purchasing administered by a regional planning commission established under Chapter 391; Services performed by blind or severely disabled persons; Goods purchased by a municipality for subsequent retail sale by the municipality; Electricity; or Advertising, other than legal notices. Page 2 of 4 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Please provide details and facts to explain why you believe the exemption applies to the purchase. You may also attach documentation to this form. Section 3: Claimed Sole-Source Exemption and Justification NOTE - For any non-sole-source exemption, complete Section 2. Please indicate the sole-source exemption you believe applies to the purchase and provide information to support its applicability. Please refer to the Exemption Primer for detailed information about common exemptions X *A procurement of items that are available from only one source, including: • items that are available from only one source because of patents,copyrights, secret processes, or natural monopolies; • films, manuscripts, or books; • gas, water, and other utility services; • captive replacement parts or components for equipment; • books, papers, and other library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and • management services provided by a nonprofit organization to a municipal museum, park, zoo, or other facility to which the organization has provided significant financial or other benefits; How did you determine that the item or service is only available from one source? Axon has provided us (see attachment)with a sole source confirmation letter that they are the only manufacture of this type of weapon. We have also researched the internet as well as spoken to other agencies across the county and are unable to identify other vendors. The City also has a previous sole source agreement with Axon for the same product, entered into September 28, 2018. Attach screenshots and provide an explanation of any independent research you conducted,through internet searches, searching cooperatives, or discussions with others knowledgeable on the subject matter that corroborate that the item is available only from a single source. Did you attach a sole source justification letter? X yes no Page 3 of 4 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Describe the uniqueness of the item or service (e.g. compatibility or patent issues, etc.). Section 4: Attorney Determination With the facts provided by the department, is the use of the claimed exemption defensible if the City were to be challenged on this purchase? ✓Yes No. Was there anything attached to this form that was relied on in making this determination? V Yes No. If yes,please explain: Sole Source Letter for Axon Enterprise, Inc.'s TASER Conducted Energy Weapons (dated 12/7/2020) Was there anything not included on this form or attached hereto that was relied on in making this determination? Yes V No. If yes, please explain: Will the standard terms and conditions apply? V Yes No. Will the contract require special terms? Yes V No. Will the contract require review by the department attorney? V Yes No. Approved By: Date: 12/10/2020 Taylor Paris/Jessika Williams Assistant City Attorney Page 4 of 4 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM 12/7/2020 To: Fort Worth Police Department Re: Sole Source Letter for Axon Enterprise, Inc.'s TASER Conducted Energy Weapons, Axon brand products, and Axon Evidence(Evidence.com) Data Management Solutions A sole source justification exists because the following goods and services required to satisfy the agency's needs are only manufactured and available for purchase from Axon Enterprise. Axon is also the sole distributor and retailer of all TASER brand products for the agency identified in this letter. TASER CEW Descriptions 04 to TASER 7 CEW • Multiple-shot CEW • High-efficiency flashlight • Close Quarter and Standoff cartridges • Green LASER and dual red LASERs that adjust for cartridge angle • Arc switch enables drive-stun with or without a Smart Cartridge installed • Central Information Display(CID): Displays mission critical data such as remaining battery energy, burst time, and cartridge status. • Weapon logs • TASER 7 Dock connected to Axon Evidence (Evidence.com)services • Onboard self-diagnostic and system status monitoring and reporting • Real-time clock updated when the battery pack is plugged into the TASER 7 Dock • Ambidextrous safety switch • Can be configured by the agency to alert Axon camera systems • The trigger activates a single cycle (approximately five seconds). Holding the trigger down will continue the discharge beyond the standard cycle (unless configured by the agency to stop at five seconds). The CEW cycle can be stopped by placing the safety switch in the down (SAFE) position. • Compatible with TASER 7 Cartridges only X2 CEW • Multiple-shot CEW • High efficiency flashlight • Static dual LASERs (used for target acquisition) • ARC switch enables drive-stun with or without a Smart Cartridge installed Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 1 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM • Central Information Display(CID): Displays mission-critical data such as remaining battery energy, burst time, operating mode, and user menu to change settings and view data on a yellow-on-black display The Trilogy log system records information from a variety of sensors into three data logs: Event log, Pulse log, and Engineering log. Data can be downloaded using a universal serial bus(USB)data interface module connected to a personal computer (PC). Data may be transferred to Evidence.com services. • Real-time clock with back-up battery • Onboard self-diagnostic and system status monitoring and reporting • Ambidextrous safety switch • Capable of audio/video recording with optional TASER CAM HD recorder • The trigger activates a single cycle (approximately five seconds). Holding the trigger down will continue the discharge beyond the standard cycle (except when used with an APPM or TASER CAM HD AS). The CEW cycle can be stopped by placing the safety switch in the down (SAFE) position • Compatible with TASER Smart Cartridges only X26P CEW • High efficiency flashlight • Red LASER(used for target acquisition) • Central Information Display(CID): Displays data such as calculated remaining energy, burst time, and notifications • The Trilogy log system records information from a variety of sensors into three data logs: Event log, Pulse log, and Engineering log. Data can be downloaded using a universal serial bus (USB)data interface module connected to a personal computer (PC). Data may be transferred to Evidence.com services. • Real-time clock with back-up battery • Onboard self-diagnostic and system status monitoring and reporting • Ambidextrous safety switch • Capable of audio/video recording with optional TASER CAM HD recorder • The trigger activates a single cycle (approximately five seconds). Holding the trigger down will continue the discharge beyond the standard cycle (except when used with an APPM or TASER CAM HD AS). The CEW cycle can be stopped by placing the safety switch in the down (SAFE) position. • Compatible with TASER standard series cartridges Anon Signal Performance Power Magazine(SPPM) • Battery pack for the X2 and X26P conducted energy weapons • Shifting the safety switch from the down (SAFE)to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode.Axon Signal technology only works with Axon cameras. TASER Brand CEW Model Numbers Conducted Energy Weapons(CEWs): Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 2 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM X2_4-year extended warranty, item number 22014 • X26P_2-year extended warranty, item number 11008 • X26P_4-year extended warranty, item number 11004 • TASER 7 Models: 20008, 20009, 20010, and 20011 • TASER X2 Models: 22002 and 22003 • TASER X26P Models: 11002 and 11003 Optional Extended Warranties for CEWs: • TASER 7—4-year extended warranty, item number 20040 TASER 7 Cartridges(compatible with the TASER 7; required for this CEW to function in the probe deployment mode) • Standoff cartridge, 3.5 degrees, Model 20012 • Close Quarter cartridge, 12 degrees, Model 20013 4. TASER standard cartridges(compatible with the X26P; required for this CEW to function in the probe deployment mode): • 15-foot Model: 34200 • 21-foot Model: 44200 • 21-foot non-conductive Model: 44205 • 25-foot Model: 44203 • 35-foot Model: 44206 5. TASER Smart cartridges(compatible with the X2; required for this CEW to function in the probe deployment mode): • 15-foot Model: 22150 • 25-foot Model: 22151 • 25-foot inert simulation Model: 22155 • 25-foot non-conductive Model: 22157 • 35-foot Model: 22152 6. TASER CAM HD recorder Model: 26810 (full HD video and audio)and TASER CAM HD with AS (automatic shut-down feature) Model: 26820. The TASER CAM HD is compatible with both the X26P and X2 CEWs. • TASER CAM HD replacement battery Model: 26764 • TASER CAM HD Download Kit Model: 26762 • TASER CAM HD optional 4-year extended warranty, item number 26763 7. Power Modules(Battery Packs)for TASER 7 CEWs: • Tactical battery pack Model 22018 • Compact battery pack Model 22019 8. Battery Packs for X26P and X2 CEWs: • Performance Power Magazine(PPM) Model: 22010 • Tactical Performance Power Magazine(TPPM) Model: 22012 • Automatic Shut-Down Performance Power Magazine (APPM) Model: 22011 • eXtended Performance Power Magazine(XPPM) Model: 11010 • eXtended Automatic Shut-Down Performance Power Magazine (XAPPM) Model: 11015 • Axon Signal Performance Power Magazine(SPPM) Model: 70116 9. TASER 7 Dock: • TASER 7 Dock Core and Multi-bay Module: 74200 Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 3 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COf- Dataport Download Kit for the X2 and X26P Model: 22013 11. TASER Blast Door Repair Kit Model 44019 and TASER Blast Door Replenishment Kit 10. TASER Dataport Download Kits: Model 44023 12. CEW Holsters: • Right-hand TASER 7 holster by Safariland Model: 20063 • Left-hand TASER 7 holster by Safariland Model: 20068 • Right-hand X2 holster by BLACKHAWK Model: 22501 • Left-hand X2 holster by BLACKHAWK Model: 22504 • Right-hand X26P holster by BLACKHAWK Model: 11501 • Left-hand X26P holster by BLACKHAWK Model: 11504 13. TASER Simulation Suit II Model 44550 14. TASER 7 conductive target Model: 80087 15. Blue X26P Demonstrator/LASER Pointer Model: 11023 Axon Digital Evidence Solution Description Axon Body 3 Video Camera(DVR) • Improved video quality with reduced motion blur and better low-light performance • Multi-mic audio—four built-in microphones • Wireless upload option • Gunshot detection and alerts • Streaming audio and video capability • "Find my camera"feature • Verbal transcription with Axon Records(coming soon) • End-to-end encryption • Twelve-hour battery • Up to 120-second buffering period to record footage before pressing record button Axon Flex 2 Video Camera • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 0.1 lux • Audio tones to alert user of usage • Low SD, high SD, low HD, and high HD resolution (customizable by the agency) • Up to 120-second buffering period to record footage before pressing record button • Multiple mounting options using magnetic attachment: head, collar, shoulder, helmet, ball cap, car dash, and Oakley sunglass mounts available • 120-degree diagonal field of view camera lens. 102-degree horizontal field of view, and 55-degree vertical field of view Axon Flex 2 Controller • 12+ hours of battery operation per shift(even in recording mode) • LED lights to show current battery level and operating mode • Haptic notification available Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 4 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COf- • Compatible with Axon Signal technology Axon Air System • Tactical beveled button design for use in pocket • Purpose-built solution for law enforcement UAV programs • Supported applications on iOS and Android • Automated tracking of pilot, aircraft, and flight logs • Unlimited Storage of UAV data in Axon Evidence (Evidence.com) • In application ingestion of data in Axon Evidence(Evidence.com) • Axon Aware integration for live streaming and situational awareness Axon Body 2 Video Camera • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 1 lux • Audio tones and haptic(vibration) notification to alert user of usage • Audio mute during event option • Wi-Fi capability • High, medium, and low quality recording available(customizable by the agency) • Up to 2-minute buffering period to record footage before pressing record button • Multiple mounting options using holster attachment: shirt, vest, belt, and dash mounts available • 12+ hours of battery operation per shift(even in recording mode) • LED lights to show current battery level and operating mode • 143-degree lens • Includes Axon Signal technology Axon Fleet 2 Camera • Fully integrated with Axon Evidence (Evidence.com)services and Axon devices • Automatic time synchronization with other Axon Fleet and Axon on-officer cameras allows for multi-camera playback on Axon Evidence (Evidence.com). • Immediate upload to Axon Evidence (Evidence.com)of critical event videos via 4G/LTE • Wireless alerts from the TASER CEW Signal Performance Power Magazine(SPPM). • Automatic transition from BUFFERING to EVENT mode in an emergency vehicle equipped with the Axon Signal Unit • Decentralized system architecture without a central digital video recorder(DVR). • Cameras that function independently and communicate wirelessly with the computer in the vehicle (MDT, MDC, MDU)for reviewing, tagging and uploading video. • Wireless record alert based on Bluetooth communication from Axon Signal Vehicle when a configured input is enabled (e.g. emergency light, siren, weapon rack, etc.). • Receives alerts from Axon Signal Sidearm. • Plug-And-Play design allowing for cameras to be easily replaced and upgraded. • Ability for an unlimited number of agency vehicles recording in the same vicinity with an Axon Fleet system to be automatically associated with one another when reviewing video in the video management platform. This feature is also supported across body cameras. Axon Signal Unit(ASU) Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 5 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM • Communications device that can be installed in emergency vehicles. With emergency vehicle light bar activation, or other activation triggers, the Axon Signal Unit sends a signal. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. Anon Signal Performance Power Magazine(SPPM) • Battery pack for the TASER X2 and X26P conducted energy weapons • Shifting the safety switch from the down (SAFE)to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode.Axon Signal technology only works with Axon cameras. Axon Signal Sidearm Sensor • Can be installed on common duty holsters • Drawing a service handgun from the holster sends a signal from the Axon Signal Sidearm sensor. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. Axon Interview Solution • High-definition cameras and microphones for interview rooms • Covert or overt camera installations • Touch-screen user interface • Motion-based activation • Up to 7-minute pre-and post-event buffering period • Full hardware and software integration • Upload to Axon Evidence (Evidence.com)services • Interview room files can be managed under the same case umbrella as files from Axon on-officer cameras and Axon Fleet cameras; i.e., Axon video of an arrest and interview room video are managed as part of the same case in Axon Evidence (Evidence.com) • Dual integration of on-officer camera and interview room camera with Axon Evidence (Evidence.com)digital evidence solution Axon Signal Technology • Sends a broadcast of status that compatible devices recognize when certain status changes are detected • Only compatible with TASER and Axon products Axon Dock • Automated docking station uploads to Axon Evidence(Evidence.com)services through Internet connection • No computer necessary for secure upload to Axon Evidence (Evidence.com) • Charges and uploads simultaneously • The Axon Dock is tested and certified by TUV Rheinland to be in compliance with UL 60950-1: 2007 R10.14 and CAN/CSA-C22.2 N0.60950-1-07+AI:2011+A2:2014 Information Technology Equipment safety standards. Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 6 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM Anon Evidence (Evidence.com) Data Management System • Software as a Service(SaaS)delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • SaaS model reduces security and administration by local IT staff: no local installation required • Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement • Securely share digital evidence with other agencies or prosecutors without creating copies or requiring the data to leave your agency's domain of control • Controlled access to evidence based on pre-defined roles and permissions and predefined individuals • Password authentication includes customizable security parameters: customizable password complexity, IP-based access restrictions, and multi-factor authentication support • Automated category-based evidence retention policies assists with efficient database management • Ability to recover deleted evidence within seven days of deletion • Stores and supports all major digital file types: .mpeg, .doc, .pdf, .jpeg, etc. • Requires NO proprietary file formats • Ability to upload files directly from the computer to Axon Evidence(Evidence.com)via an Internet browser • Data Security: Robust Transport Layer Security(TLS) implementation for data in transit and 256-bit AES encryption for data in storage • Security Testing: Independent security firms perform in-depth security and penetration testing • Reliability: Fault-and disaster-tolerant infrastructure in at least 4 redundant data centers in both the East and West regions of the United States • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Axon Evidence (Evidence.com) is protected from local malware that may penetrate agency infrastructure • Stability: Axon Enterprise is a publicly traded company with stable finances and funding, reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information security program • Dedicated information security department that protects Axon Evidence (Evidence.com)and data with security monitoring, centralized event log analysis and correlation, advanced threat and intrusion protection, and incident response capabilities • Redact videos easily within the system, create tags, markers and clips, search 7 fields in addition to 5 category-based fields, create cases for multiple evidence files Axon Evidence (Evidence.com)for Prosecutors • All the benefits of the standard Axon Evidence(Evidence.com)services Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 7 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COf- Axon Records Network • Ability to share information during the discovery process • Standard licenses available for free to prosecutors working with agencies already using Axon Evidence (Evidence.com)services • Unlimited storage for data collected by Axon cameras and Axon Capture • Records management system (RMS) • Easy search and information sharing • Paperwork automation • Video-based incident report writing • Digital evidence integration Axon Capture Application • Free app for iOS and Android mobile devices • Allows users to capture videos, audio recordings, and photos and upload these files to their Axon Evidence (Evidence.com)account from the field • Allows adding metadata to these files, such as: Category, Title, Case ID, and GPS data Axon Commander Services • On-premises data management platform • Chain of custody reports with extensive audit trail • Automated workflows, access control, storage, and retention • Compatible with multiple file formats Axon View Application • Free app for IOS and Android mobile devices • Allows user to view the camera feed from a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex 2 camera in real-time • Allows for playback of videos stored on a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex 2 system • Allows adding meta-data to videos, such as: Category, Title, Case ID, and GPS data Axon Professional Services • Dedicated implementation team • Project management and deployment best practices aid • Training and train-the-trainer sessions • Integration services with other systems Axon Support Engineer: • Dedicated Axon Regional/Resident Support Engineer Services • Quarterly onsite visits • Solution and Process Guidance custom to your agency • White-Glove RMA and TAP (if applicable)Service for devices • Monthly Product Usage Analysis • Resident Support Engineer also includes onsite product maintenance, troubleshooting, and beta testing assistance Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 8 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM AXON Anon Customer Support • Online and email-based support available 24/7 • Human phone-based support available Monday—Friday 7:00 AM-5:00 PM MST; support is located in Scottsdale, AZ, USA • Library of webinars available 24/7 • Remote-location troubleshooting Anon Brand Model Numbers Axon Body 3 Camera Model: 73202 Axon Flex 2 Cameras: • Axon Flex 2 Camera(online) Model: 11528 • Axon Flex 2 Camera(offline) Model: 11529 Axon Flex 2 Controller Model: 11532 4. Axon Flex 2 USB Sync Cable Model: 11534 5. Axon Flex 2 Coiled Cable, Straight to Right Angle, 48" (1.2 m) 6. Axon Flex 2 Camera Mounts: • Oakley Flak Jacket Kit Model: 11544 • Collar Mount Model: 11545 • Oakley Clip Model: 11554 • Epaulette Mount Model: 11546 • Ballcap Mount Model: 11547 • Ballistic Vest Mount Model: 11555 • Universal Helmet Mount Model: 11548 Axon Body 2 Camera Model: 74001 Axon Flex 2 Controller and Axon Body 2 Camera Mounts: • Z-Bracket, Men's, Axon RapidLock Model: 74018 • Z-Bracket,Women's Axon RapidLock Model: 74019 • Magnet, Flexible, Axon RapidLock Model: 74020 • Magnet, Outerwear, Axon RapidLock Model: 74021 • Small Pocket, 4"(10.1 cm),Axon RapidLock Model: 74022 • Large Pocket, 6"(15.2 cm), Axon RapidLock Model: 74023 • MOLLE Mount, Single, Axon RapidLock Model: 11507 • MOLLE Mount, Double, Axon RapidLock Model: 11508 • Belt Clip Mount, Axon RapidLock Model: 11509 9. Axon Air System with Axon Evidence (Evidence.com)5-Year License Model: 12332 10 Axon Fleet 2 Camera Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 9 • Axon Fleet 2 Front Camera: 71079 • Axon Fleet 2 Front Camera Mount: 71080 • Axon Fleet 2 Rear Camera: 71081 • Axon Fleet 2 Rear Camera Controller: 71082 • Axon Fleet 2 Rear Camera Controller Mount: 71083 • Axon Fleet Battery System: 74024 Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 Page 10 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COf- Axon Fleet Bluetooth Dongle: 74027 11. Axon Signal Unit Model: 70112 12. Axon Dock Models: • Axon Dock— Individual Bay and Core for Axon Flex 2 • Axon Dock—6-Bay and Core for Axon Flex 2 • Individual Bay for Axon Flex 2 Model: 11538 • Core(compatible with all Individual Bays and 6-Bays) Model: 70027 • Wall Mount Bracket Assembly for Axon Dock: 70033 • Axon Dock— Individual Bay and Core for Axon Body 2 and Axon Fleet Model 74009 • Axon Dock—6-Bay and Core for Axon Body 2 and Axon Fleet Model 74008 • Individual Bay for Axon Body 2 and Axon Fleet Model: 74011 Anon Product Packages Officer Safety Plan: includes an X2 or X26P CEW,Axon camera and Dock upgrade, and Axon Evidence (Evidence.com) license and storage. See your Sales Representative for further details and Model numbers. Officer Safety Plan 71ncludes a TASER 7 conducted electrical weapon (CEW),Axon Body 3 camera, Axon Dock,Axon Camera and Dock upgrade,Axon Evidence (Evidence.com) licenses and storage, and Axon Aware, and Axon Records Core. Officer Safety Plan 7 Plus: Includes a TASER 7 conducted energy weapon (CEW), Axon Body 3 camera,Axon Evidence (Evidence.com) licenses and storage, Axon Records Core, Axon Aware +, Axon Auto-Tagging Services, Axon Performance, Axon Citizen for Communities,Axon Redaction Assistant, and Axon Signal Sidearm. TASER 7 Certification: Pays for TASER 7 program in installments over 5 years including access to Evidence.com for CEW program management, annual training cartridges, unlimited duty cartridges and online training content. TASER Certification Add-On: Allows the agency to pay an annual fee to receive an annual allotment of training cartridges, unlimited duty cartridges and online training content. TASER Assurance Plan (TAP): Hardware extended warranty coverage, Spare Products, and Upgrade Models available for the X2 and X26P CEWs, and the TASER CAM HD recorder. (The TAP is available only through Axon Enterprise, Inc.) TASER 60: Pay for X2 and X26P CEWs and Spare Products in installments over 5 years. Unlimited Cartridge Plan: Allows agency to pay an annual fee to receive annual training cartridges, unlimited duty cartridges and unlimited batteries for the X2 and X26P. TASER 60 Unlimited: Pay for X2 and X26P CEWs and Spare Products in installments over 5 years and receive unlimited cartridges and batteries. Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 `` AXON 17800 N 85TH STREET SCOT75DALF,AR170NA 85255 AXON.COM Page SOLE AUTHORIZED DISTRIBUTOR FOR SOLE AUTHORIZED REPAIR FACILITY AXON BRAND CAMERAS AND TASER FOR AXON BRAND CAMERAS AND BRAND CEW PRODUCTS TASER BRAND CEW PRODUCTS Axon Enterprise, Inc. Axon Enterprise, Inc. 17800 N.85t'Street,Scottsdale,AZ 85255 17800 N.85t'Street,Scottsdale,AZ 85255 Phone: 800-978-2737 Phone: 800-978-2737 Fax:480-991-0791 Fax:480-991-0791 Please contact your local Axon sales representative or call us at 1-800-978-2737 with any questions. Sincerely, Josh Isner Chief Revenue Officer Axon Enterprise, Inc. Android is a trademark of Google,Inc,BLACKHAWKI is a trademark of the Blackhawk Products Group,Bluetooth is a trademark of the Bluetooth SIG,Flak Jacket is a trademark of Oakley, Inc,iPod touch is a trademark of Apple Inc.,IOS is a trademark of Cisco,LTE is a trademark of the European Telecommunications Standards Institute,Safariland is a trademark of Safariland,LLC,Shoei is a trademark of Shoei Co.,Ltd.,VELCRO is a trademark of Velcro Industries,B.V., and Wi-Fi is a trademark of the Wi-Fi Alliance. The"Delta Logo,"the"Axon+Delta Logo,"Axon,Axon Air,Axon Aware,Axon Body,Axon Body 2,Axon Body 3,Axon Citizen,Axon Dock,Axon Evidence,Axon Fleet,Axon Fleet 2,Axon Flex,Axon Flex 2,Axon Interview,Axon Rapidl-ock, Axon Records,Axon Signal,Axon Signal Sidearm,Axon Signal Vehicle,Evidence.com,Smart Cartridge,Trilogy,TASER CAM,X2,X26P,TASER 7,TASER,and d are trademarks of Axon Enterprise, Inc.,some of which are registered in the US and other countries.For more information,visit www.axon.com/legal.All rights reserved.©2019 Axon Enterprise, Inc. Page Axon Enterprise, Inc.CEW and Axon System Sole Source Letter Version 31.0 13 DocuSign Envelope ID:B5 4CDffiD DE34618FAI f -:4DOMEUM5 ` AXON EXHIBIT C VERIFICATION OF SIGNATURE 17800 N 85TH STREET AUTHORITY SCOTTSDALE,ARIZONA 85255 AXON.COM AXON ENTERPRISE, INC. AUTHORIZATION AND DELEGATION OF SIGNATURE AUTHORITY Pursuant to Section 4.06, "President," in Article IV, "Officers," in the Bylaws of Axon Enterprise, Inc. (fka TASER International, Inc.) ("Axon") dated January B, 2001, as amended April 10, 2001, I, Luke Larson, acting in my capacity as President of Axon and consistent with the authority granted to me by Patrick Smith, acting in his capacity and within his authority as Chief Executive Officer of Axon, do hereby authorize or confirm authorization of, as applicable, the following individuals to legally bind Axon subject to Axon's internal limitations and policies, including, without limitation, restrictions on contract types and values: Name Title Ahsan, Jawad Chief Financial Officer Anderman, Dave VP, Product Marketing Biaggne, Tony VP, Brand Creative Bobra, Arvind VP, Financial Planning and Analysis Brady, Jim VP, Global Supply Chain Coleman, Richard VP and General Manager, Federal Denzer, Bill VP, Manufacturing Driscoll, Robert VP,Associate General Counsel and Assistant Corporate Secretary Falk, Sayce VP,Axon Global Product Fields, Isaiah SVP, General Counsel and Corporate Secretary Goldman, Josh SVP,Axon Global Operations Hartford, Jason VP, Connected Devices Product Management Holden, Jenner Chief Information Security Officer Isner, Josh Chief Revenue Officer James, Andrea VP, Investor Relations Janssen, Hank Sr. Director, Site Reliability Engineering Kirby, Chris VP, Axon Sales Lindhout, Daan VP, Design Mastellon, Gretchen SVP, People Operations Moritz, Hans VP, Hardware Engineering Morstad, Matt VP, Sales Operations Reitz, James SVP, Software Engineering Siegmeth, Sydney VP, Global Communications Steele, Darren SVP, Marketing, Training, and Communications Page 9 of 2 DocuSign Envelope ID:85ffiE4I3DfflDR396BFGBVdADYDMEffM5 AXON 17800 N 85TH STREET SCOTTSDALE,ARIZONA 85255 AXON.COM Name Title Wachtmann, Mark VP, 1T Wagers, Mike VP, Axon Ecosystem Wheeler, Bryan VP, Axon Records Zito, Jim VP,Accounting Please note, the authorization of signature authority in this letter does not apply to Axon's subsidiaries. For reference, attached hereto as Schedule A and incorporated herein by reference is a chart indicating signature authority for each of Axon's subsidiaries. This letter supersedes all other prior authorizations of signature authority, including, without limitation. the letter dated 10 January 2018 signed by Doug Klint, acting in his capacity and within his authority as General Counsel of Axon, to all Axon employees regarding "Individuals Authorized to Legally Bind Axon." The authority granted herein may be revoked at any time for any reason or no reason. Please direct any questions regarding the foregoing to iegal@axon.com. OooeuSigned bySignature:F-�� 5E2821EE6885488... Name: Luke Larson Title: President Date: 6/19/2019 1 10:27 PM MST Page 2 of 2 x LL x N �o IL �o x LL (o O O x N G to G O O x w 0 �o LO usIn coo N co ^ m w CY w CD cLO -� G coLL CY co c Ln CPO w o + w � W C'1 w o + Ga 6 ^N (, Wco t O m � CD IS, O a x _ O J c w 0 c O rn � LL C, J r � N U J N wCY J m � O co x C N 4 C7 C 0 LO 0 co j O LL Q LL LL LL LL LL LL _ > J J J J J J J ate$ � C=00 0 0 d0 O O co0 � � Q o J LLI p W Q W o6 C) W O LLI Lu + J to (� � Q O X � 2 X C� X � Cl' X a LL _ 0 Ch � � � cop Co � � Co co Ch � :::� JQ � of of ofoa Boa , moo = ofo0 ItXo U) EA�. _ EA CO Efl Cl) 'A CO 06 9 Cfl EA Cfl N 9 Cfl � 69 Cfl EA C'M _M 0 O 0 EE 0 c+) rn JLL � o J � J co U) 0 � 2 (� CO co d2 co rn d 0a of 60-itJ d9 Cfl r + � EA � EA Cfl Cfl� DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Exhibit D Axon Enterprise, Inc.'s TASER 7 Terms N A XO and Conditions These TASER 7 Terms and Conditions(Agreement)apply to Agency's purchase from Axon Enterprise,Inc.(Axon)under TASER 7.TASER 7 provides CEW hardware extended warranty coverage, CEW Products,and CEW accessories. Depending on which subscription package Agency purchases,it will receive certain TASER 7 hardware and services as documented in the attached Quote Appendix("Quote'),which Is hereby incorporated by reference. I. Term.The term start date is based upon the initial shipment date of the Taser 7 hardware covered under TASER 7(Start Date).The - TASER-7-term will-end upon-the-co mpietion•of the•associated•EvIdenee;com•lice nse-term-as•documented-in-the•Quote-(-Term). 2. ne of Duty Use Cartrld a Reguirements.If Agency's Quote includes an unlimited fine of duty use cartridge subscription plan("Unlimited Duty Cartridge Plan"),this sectlon applies,Agency must purchase the Unlimited Duty Cartridge Plan for each TASER Conducted Electrical Weapon (CEW)user.A CEW user Includes an officer that uses a CEW in the line of duty,as well as officers that only use a CEW far training.Agency may not resell cartridges received under any TASER 7 subscription plan.Axon will only replace cartridges consumed in the line of duty, 3, TrainI If Agency's Quote Includes a training package,this section applies.Agency may choose to send instructors to an unlimited number of Instructor training courses each year.The number of Instructors an Agency can send to such courses will not exceed 5%of the number of active officers under a TASER 7 subscription plan,and Agency will have the right to send at least 1 instructor to such courses.Agency will also receive access to Axon's online training content for each officer under an active subscription. 4. Payment Terms.Axon Invoices for TASER 7 on an annual basis as documented in the Quote,Agency will be invoiced upon the Start Date and then upon the anniversary of the Start Date for the remainder of the Term.Invoices are due to be paid within 30 days of the date of invoice.Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff,deduction,or withholding. 5. Taxes,Unless Agency provides a valid and correct tax exempt[on certificate applicable to the purchase and ship-to location,Agency is responsible for sales and other taxes associated with the order. 6; 5h ROM Axon may make partial shipments and ship products from multlple locations.A11 shipments are E.X.W.via common carrier and title and risk of loss pass to Agency upon delivery to the common carrier by Axon.Agency Is responsible for all freight charges.Any loss or damage that occurs during shipment Is Agency's responsibitity.Shipping dates are estimates only. 7, Returns.All sales are final and no refunds or exchanges are allowed,except for warranty returns or as provided by state orfederaI law. S, Hardware Llimlted WarMfitk Axon warrants that its law enforcement hardware products are free from defects in workmanshlip and materials for a period of ONE(1)YEAR from the date of receipt.Extended warranties run from the date of purchase of the extended warranty through the balance ofthe-1-yeaHIrnited warranty term plus the term of the extended warranty measured after the expiration- of the 1-year fimited warranty,CEW cartridges and Smart cartridges that are expended are deemed to have operated properly.Axon- Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt.Non-Axon manufactured accessories are covered under the manufacturer's warranty.If Axon determines that a valid warranty claim is received within the warranty period, Axon agrees to repair or replace the Product.Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product,at Axon's option.A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair,whichever period is longer.Any replacement item becomes Purchaser's property and the replaced item becomes Axon's property, 9. warranty Limitations. Axon's warranty obligations do not cover damage related to: (a)failure to follow instructions relating to the product's use;(b)products used with products that are not manufactured or recommended by Axon;(c)amuse, misuse,intentional,or deliberate damage tothe product;(d)force majeure;(e)Products repaired or modified by personsotherthan Axon authorized personnel without the written permissIori of Axon;or(€)Products with a serial number that has been removed or defaced. To the extent permitted by law,the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies,and conditions,whether oral or written,statutory,or Implied, as permitted by applicable law,If statutory or Implied warranties cannot be lawfully disclaimed,then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. Axon's cumulative liability to any Party for any loss or damage resulting from any claims,demands,or actions arising out of or relating to any Axon product will not exceed the purchase price paid to Axon for the product or if for services,the amount paid for such services over the prior 12 months preceding the claim. In no event will either Parry be liable for any direct,special,indirect,incidental,exemplary,punitive or consequential damages, however caused,whetherfar breach of warranty,breach of con Ifact,negligence,strict Ilabiliry,tort or under any other legal theory. Page 10 5 Page 23 of"4l DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Axon Enterprise, 1nc.'s TASER 7 Terms AXON and Conditions 10. Warranty Returns. For warranty return and repair procedures, including troubleshooting guides, please go to Axon's website www.axon.com/support. Before delivering Product for warranty service, Agency must upload Product data to Evidence.com or download Product data and retain a copy.Axon is not responsible for any loss of software,data,orother Information contained on the storage media or any part of the Product, 11.-••'TA5ER 7.Warranb.Cveratte.TA5ER-7-Includes-extended-warranty cov_erage_for_the.,TA5ER CEW.handle,dock&core,and rechargeable battery,and as described in the Hardware Limited Warranty as documented on the Quote,TASER 7 warranty coverage starts at the beginning of the Term and continues for 5 years as long as Agencycontlnues to paythe required annualfeesforTASER 7duringtheTerm.' Agency may not have both an optional extended warranty and TASER 7 on the TASER CEW product. 12, Spare product, For orders of more than 30 units, Axon will provide a predetermined number of spare product for the TASER CEW hardware Ilsted in the quote("Spare Products")to keep at Agency to replace broken or non-functioning units in order to improve the avalIa bit Ityof the units to officers in the fleId,Agency must return to Axon,through Axon's RMA process,any broken or non functioning units for which a Spare Product Is utilized,and Axon will repair or replace the non-functioning unit with a replacement product.Axon warrants it will rep alr or replace the unit which fails to function for any reason not excluded by the warranty coverage,during the Term with the same product or a IIke product,at Axon's sole option.Within 30 days of the termination of this Agreement,Agency must return to Axon all Spare Products.Agency wl11 be Invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products not returned to Axon, 13. Trade-in.If a trade-in discount Is documented on the Quote,Agency must return to Axon used hardware and accessories associated with the discount('Trade-ln Units").Axon will pay the shipping costs of the return.If Axon does not receive the Trade-ln Units within the time period stated In the table below,Agency will be involved for and Is obligated to pay for the value of the trade-in discount. Agency may not destroy Trade-In Units and receive a trade-In discount. Agency Size Days to Return from Start Date Less than 10D officers 30 days 100 to 499 officers 90 days 500+off Ice rs 180 days 14. Product Warnings.See our website at www:axon,com_for the most current product warnings. 15. i?ggk Changes.Axon reserves the right to make changes in the design of any of Axon's products and services without Incurring any -----d b I igation-to notify Age rncyor to-make the same change-to products and•servlces•previously purchased:Axon-may replace end of life products with the next generation of that product without notifying Agency. 16. usgn 7 TermfnaiJ6 , If an invoice for TASER 7 Is more than 30 days past due,then Axon may terminate TASER 7.Axon will provide notification that TASER 7 coverage is terminated.once TASER 7 coverage Is terminated for any reason,then: I&L TASER 7 coverage will terminate as of the date of termination and no refunds will be given. 16.2. Agency will be Invoiced and obligated to pay for the remainder of the MSRP for TASER 7 Products received before the termination date. In the case of termination 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. 16.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan, 17. ixcusahle be .. s,Axon will use'commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable.In the event of interruption of any delivery due to causes beyond Axon's reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 18. Proprietary Information.Agency agrees that Axon has and claims various proprietary rights in the hardware,firmware,software,and the integration of ancillary materials, knowledge,and designs that constitute Axon products and services, and that Agency will not directly or indirectly cause any proprietary rights to be violated. 19. lmaortand Export Compliance.In connection with this Agreement,each Party will comply with all applicable import,re-import,export, and re-export control laws and regulations, Page 2 of 5 Page 24 of 41 DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Axon Enterprise, Inc.'s TASER 7 Terms 44d,h�6 A X 0 N and Conditions 20. Assignment.Agency may not may assign or otherwise transfer this Agreement without Axon's prior written approval. 21. Severabiiity.This Agreement is contractual and not a mere recital,If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 2-2—GovernipZLaw;Venue.The laws of the state where Agency-is-physically-located,-without_reference to conflict of law rules,.govern.thls- Agreement and any dispute of any sort that might arise between the Parties.The united Nations Convention for the International Safe of Goods does not apply to this Agreement. 23. EritlM Agrdense_n_t.This Agreement,the Evidence.com Terms of Use Appendix,and the quote provided by Axon,represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements,or communications between the Parties,whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. Each representative identified below declares that 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: Page 3 of 5 Page25 of4X DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 1� A Axon Enterprise, Inc.'s TASER 7 Terms X 0 N and Conditions m,®AXON,Axon,TASER CAM,and TASER are trademarks of Axon Enterprise,Inc.,some of which are registered in the U5 and other countries. For more Information,visit WO.awn.comlleoal.All rights reserved,0 2017 Axon Enterprise, Inc. TASER 7 Evidence.com Terms of Use Appendix 1 TASER 7 Evidenc'e:com Subscription Term.The TASER 7 Evidence.com Subscription Term will begin after shipment of TASER 7 hardware. If shipped in the 1st half of the month,the start date is the 1st of the following month.If shipped in the last half of the month, the start date is the 15th of the following month.For phased deployments,the TASER 7 Evidence.com Subscription Term begins upon the shipment of the first phase. 2 Access Rights."Agency Content"means software,data,text,audio,video,images or other Agency content or any of Agency's end users(a) run an Evldence.com; (b)cause to Interface with Evl den cc.com; or(c)upload to Evidence.com under Agency account or otherwise transfer, process, use or store in connection with Agency account. Upon Axon granting Agency a subscription to Evidence.com,Agency will have access and use of Evidence.com for the storage and management of Agency Content during the Evldence.com Subscription Term. Evidence.com may not be accessed by more than the numher of end users specified in the Quote.If Agency becomes aware of any violation of this Agreement by an end user, Agency will Immediately terminate that end user's access to Agency Content and Eviderice.cam, For TASER 7 Euidenu.-Com-subscriptivns,Agency wlll-have access grid use of-Evidence.com-for only the storage and" management of data from TASER 7 CEW devices during the TASER 7 Evidence.com Subscription Term.Agency may not upload any non TASER 7 data or any other files to Evidence,com 3 Agency[awns Agency Content. Agency controls and owns all right, title, and interest In and to Agency Content and except as otherwise outlined herein,Axon obtains no interest in Agency Content,and Agency Content are not business records of Axon.Agency Is solely responsible for the uploading,sharing,withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Evldence,com to Agency and Agency end users. 4 Evidence.ccim t. to Security.Axon will Implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unlawful loss,access or disclosure.Axon will maintain a comprehensive Information Security Program that includes logical and physical access management,vulnerability management,configuration management,incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. Agency is responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate security and access by end users to Agency Content.Login credentials are for Agency internal use only and Agency may not sell,transfer,or sublicense them to any other entity or person. Agency agrees to be responsible for all activities undertaken by Agency,Agency employees,Agency contractors or agents,and Agency end users that result in unauthorized access to Agency account or Agency Content.Audit lag tracking for the video data is an automatic feature of the Services that provides details who accesses video data and may be downloaded by Agency at any time.Agency shall contact Axon Immediately If an unauthorized third party may be using Agency account or Agency Content or if account Information is lost or stolen.Axon agrees to the terms and requirements set forth In the Federal Dureau of Investigation Criminal Justice Information Services Se cu rity Ad dendu m for the Term of this Agreement. Page 4 of 5 Page 26 of4f DocuSign Envelope ID:B556E40D-EDDD-468F-9D65-D70799EB68B5 Axon Enterprise, lnc.'s TA5ER 7 Terms L A X 0 N and Conditions S Axon's Support.Axon will make available updates as released by Axon to Evidence.corn.Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of Evidence.com. 6 Data Privacv.Axon will not disclose Agency Content or any information about Agency except as compelled by 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 objectlon with the court or administrative body.Agency agrees to allow Axon access to Agency Content from Agency In order to; (a) perform trpubleshopting services upon regyest.gr as_part of Axon's regular diagnostic screenings;_(§) enforce this agreement or policies governing use of Evict ence.com;or(c)perform analytic and diagnostic evaluations of the systems. 7 Data Storage,Axon w81 determine the locatlons of the data centers in which Agency Content will be stored and accessible by Agency end users.Far United States customers,Axon will ensure that aIt Agency Content stored in Evidence.com remains within the United States,including any backup data,replication sites,and disaster recovery sites.Axon may transfer Agency Content to third parties for the purpose of storage of Agency Content.Third party subcontractors responsible for storage of Agency Content are contracted by Axon far data storage services.0wnership of Agency Content remains with Agency. a Suspension of Evidence.com Access.Axon may suspend Agency access or any end user's right to access or use any portion or all of Evidence.com Immediately upon notice,in accordance with the following: 811. The Termination provisions of the TASER 7 Terms and Conditions apply; 8,2. Agency or an end user's use of or registration for Evldence.com(1)poses a security risk to Evidence.com or any third party, (II)may adversely impact Evidence.com or the systems or content of any other customer,(ill)may subject Axon,Axon's affiliates,or any third party to liability,or(iv)may be fraudulent; 8.3. If Axon suspends the right to access or use any portion or all of Evidence.com,Agency remains responsible for all fees and charges Incurred through the date of suspension without any credits for any period of suspension.Axon will not delete any of Agency Content on Evldence.com due to suspension,except as specified elsewhere in this Agreement. 4 Softwa re Services Wpm .Axon warrants that Evldence.com will not Infringe or misappropriate any patent,copyright,trademark, or trade secret rights of any third party.Axon disclaims any warrantles or responsibility for data corruption or errors before the data is uptoaded to Evidence.com. 10 License Restrictions: Neither Agency nor any Agency end users (Including, without limitation, employees, contractors, agents, officers,volunteers,and directors),may,or may attempt to:(a)permit any third party to access Evidence.com,except as permitted In this Agreement;(b)modlfy,after,tamper with, repair,or otherwise create derivative works of any of Evidence.com;(c)reverse engineer,disassemble,or dacompile Evidence.com or apply any other process or procedure to derive the source code of any software included In Evldence.com,or allow anyothersto do the same;(d)access or use the Evidence.com with the Intent to gain unauthorized access,avoid I ncu r ri ng fe es orexceedIng usage limits or quotas;(e)copy EvIdence.com In whole or part,except as express ly perm ltted in this Agreement;(f)use trade secret Information contained In Eviden re.com,except as expressly permitted in this Agreement;(g) resell,rent,Ican,or sublicense Evldence.com;(h)access Evidence.com in order to build a competitive product or service or copy any features, functions, or graphics of Evidence.com; (1) 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 Evidence.com or any copies of the Evidence.com;or 0)use Evidence.com to store or transmit Infringing,libelous,or otherwise unlawful or tortious material,to store or transmit material In vlolation of third party privacy rights,or to store ortransmit malicious code.All IIcensesgranted In this Agreement are conditional on continued compliance this Agreement, and will immediately and automatically terminate if Agency does not comply with any term or condition of this Agreement. 11 After Terminatlon.Axon wilt not delete Agency Content for 90 days following termination.During this 90-day period,Agency may retrieve Agency Content only if all amounts due have been paid.There will be no application functionality of Evidence.com during this 90-day period other than the ability to retrieve Agency Content.Agency will not incur any additional fees if Agency Content is downloaded from Evldence.com during this 90-day period.Axon has no obligation to maintain or provide any Agency Content after this 90-day period and will thereafter,unless legally prohibited delete all of Agency Content stored In Evidence.com.Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from Evldence.com. 12 Post Termination Assis_ta_n_l; 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 Services,will result in additional fees and Axon will not warrant or guarantee data integrity or read abliity in the external system. Page 5 of 5 Pai2r,27of41 Official City Council Agenda ❑® DATE: 12/15/2020REFERENCE NO.:**M&C 20-0972 LOG NAME: 350SP UPGRADE2 CODE: C TYPE: CONSENT PUBLIC HEARING:NO SUBJECT: (ALL)Authorize a Sole Source Agreement with Axon Enterprise Incorporated to Upgrade an Additional 400 Units of the Conducted Electrical Weapon Utilized by the Fort Worth Police Department From Taser X2 to Taser 7 as Part of the Officer Safety Program(OSP)Bundle and Purchase Additional Units for Recruit Classes, Using Crime Control and Prevention District Funds for a Five Year Term for an Amount Up to $181,000.00 for the First Year and Up to $288,000.00 per Year for the Succeeding Four Years for a Total Amount of$1,333,000.00 RECOMMENDATION: It is recommended that the City Council authorize a sole source agreement with Axon Enterprise Incorporated to upgrade an additional 400 units of the conducted electrical weapon utilized by the Fort Worth Police Department from Taser X2 to Taser 7 as part of the Officer Safety Program(OSP) Bundle and purchase additional units for recruit classes,using Crime Control and Prevention District Funds for a five year term for an amount up to $181,000.00 for the first year and up to $288,000.00 per year for the succeeding four years for a Total Amount of$1,333,000.00. DISCUSSION: On September 25, 2018, (M&C P-12254) the City Council authorized a sole source agreement with Axon Enterprise Incorporated to upgrade the conducted electrical weapon utilized by the Fort Worth Police Department as part of Axon"s Officer Safety Program (OSP). As a result of that agreement, the Police Department purchased 1193 Taser 7 units. However, because it lacks additional Taser 7 units, the Police Department still utilizes Taser X2 conducted electrical weapons to equip officers and new recruits in the field with a less-than-lethal force option. A new Sole Source Agreement would allow the City to purchase and upgrade an additional 400 Taser 7 units to replace Taser X2 units and to provide new Tasers for recruit Class 150 and 151. Taser 7 units are smaller, more efficient, more dependable, have rechargeable batteries, and include a different probe design to maximize performance and improve officer safety. In addition, Axon Enterprise has offered first-year discounts totaling approximately$107,000.00 as part of the upgrade process. Axon Enterprise, Inc. is the documented sole source for Taser conducted energy devices and accessories. AGREEMENT TERM -Upon City Council's approval, the Agreement will begin December 15, 2020 and end December 14, 2025. Total payment made under this Agreement for the first year by City shall be in an amount not to exceed one hundred eighty one thousand Dollars ($181,000.00). For the succeeding four years, total payment made under this Agreement for any one year shall be in an amount not to exceed two hundred eighty eight thousand Dollars ($288,000.00). FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as appropriated, of the Crime Control and Prevention District Fund, and that prior to an expenditure being made, the Police Department has the responsibility to validate the availability of funds. Funds for future year contract renewals are subject to Mayor and Council appropriation. TO Fund Department Account Project ProgramActivity Budget Reference# Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project ProgramActivity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office b . Jay Chapa(5804) Originating Department Head: Ed Kraus (4231) Additional Information Contact: Michael Shedd(4141) ATTACHMENTS