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HomeMy WebLinkAboutContract 57477 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 CSC No.57477 41� X � N Master Services and Purchasing Agreement between Axon and Agency (Online) This Master Services and Purchasing Agreement("Agreement")is between Axon Enterprise,Inc.,a Delaware corporation ("Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or(b)signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services for Axon Evidence,Axon Records,Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software.Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence,Axon Fleet, Officer Safety Plans,Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then- current list pricing for any Renewal Term. For all other purchases,Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order,whichever is first. 3. Payment.Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums at the lower of one-and-a-half percent(1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections,Agency is responsible for collection and attorneys'fees. 4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5. Shipping.Axon may make partial shipments and ship Axon Devices from multiple locations.All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier.Agency is responsible for any shipping charges in the Quote. 6. Returns.All sales are final.Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty; Disclaimer. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm and Axon- manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. All software and Axon Cloud Services, are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability,fitness for a particular purpose and non-infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third-party provider or mar iifarbirer Title: Master Services and Purchasing Agreement between Axon and Agency (online) OFFICIAL RECORD Department: Legal Version: 2.0 CITY SECRETARY Release Date: 3/10/2022 FT. WORTH, TX DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 4',k& A X 0 N Master Services and Purchasing Agreement between Axon and Agency (Online) 7.2. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon's option. A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of(a) the remaining warranty of the original Axon Manufactured Device or(b) 90-days from the date of repair or replacement. 7.2.1.If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon-manufactured Device for service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service. 7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non-functioning units, through Axon's warranty return process.Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the e/vent Agency does not utilize Spare Axon Devices for the intended purpose. 7.4. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d)force majeure; (e)Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Agency resells Axon Devices. 7.4.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2.Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services,the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability,tort or any other legal theory. 7.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.6. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers,directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise.Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room,Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables("SOW"). In the event Axon provides an SOW to Agency,Axon is only responsible to perform Services described in the SOW.Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.The SOW is incorporated into this Agreement by reference. 9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 2 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Ax X ON Master Services and Purchasing Agreement between Axon and Agency (Online) 10. Design Changes.Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11. Bundled offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase.Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12. Insurance.Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request,Axon will supply certificates of insurance. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon,including all related intellectual property rights.Agency will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party's intellectual property rights.Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim.Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or(d) use of Axon software that is not the most current release provided by Axon. 15. Agency Responsibilities.Agency is responsible for(a)Agency's use of Axon Devices; (b)breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. 16. Termination. 16.1. For Breach.A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach,Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees,Agency may terminate this Agreement.Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price("MSRP")and this Agreement terminates before the end of the Term,Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation,Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure,dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law,neither Party will disclose the other Party's Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law,Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure.Axon may publicly announce information related to this Agreement. 18. General. 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 3 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Ak� �� n I Master Services and Purchasing Agreement between Axon I and Agency (Online) 18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability;veteran status; or any class protected by local,state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent.Axon may assign this Agreement, its rights, or obligations without consent: (a)to an affiliate or subsidiary; or(b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 18.10.Governing Law. The laws of the state where Agency is physically located,without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11.Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be sent to the contact on the Quote. Notice to Axon shall be sent to: Axon:Axon Enterprise, Inc. Attn: Legal 17800 N. 85th Street Scottsdale,Arizona 85255 IegaUD-axon.com 18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties.This Agreement supersedes all prior agreements or understandings,whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 4 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Cloud Services Terms of Use Appendix 1. Definitions. 1.1. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.Agency Content includes Evidence but excludes Non-Content Data. 1.2. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. 1.3. "Non-Content Data"is data,configuration,and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 1.4. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies.Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite,Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite. 3. Agency Owns Agency Content.Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security.Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5. Agencv Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content, (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. 5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content.Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person.Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content,or if account information is lost or stolen. 5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy.Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy,a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 5 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) 7. Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service,Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant.Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9. Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies,Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10. Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third-party to liability; or(d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty.Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, if any, Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. 12.1. The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") 12.2. An "Update"is a generally available release of Axon Records that Axon makes available from time to time.An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. 12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1)start date of that bundled offering,or(2)date Axon provisions Axon Records to Agency. 12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing,Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages. 13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 6 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj& X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) 13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14. After Termination. Axon will not delete Agency Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15. Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content,including requests for Axon's data egress service,will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department,Axon Cloud Services is provided as a"commercial item,""commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage,Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 7 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) Professional Services Appendix If any of the Professional Services specified below are included on the Quote,this Appendix applies. 1. Utilization of Services.Agency must use professional services as outlined in the Quote and this Appendixwithin 6 months of the Effective Date. 2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on-site days, Agency must purchase additional days. Axon Full Service options include: System set up and configuration • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain • Troubleshoot IT issues with Axon Evidence and Axon Dock("Dock") access • One on-site session included Dock configuration • Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management • Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Agency's configuration of security, roles&permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use,Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories &roles guide Postgo-live review 3. Body-Worn Camera Starter Service (Axon Starter).Axon Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services. The Axon Starter options include: System set up and configuration (Remote Support) • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories &custom roles based on Agency need Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 8 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) • Troubleshoot IT issues with Axon Evidence and Axon Dock("Dock") access /Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator"credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use,Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories &roles guide 4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual).Axon Virtual includes all items in the BWC Starter Service Package, except one day of on-site services. 5. CEW Services Packages. CEW Services Packages are detailed below: An- System set up and configuration • Configure Axon Evidence categories &custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout(Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles &permissions, categories &retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go-live review For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package:Virtual assistance included. 6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 9 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Return of Old Weapons Axon's on-site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course. 7. Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service,Axon will provide one day of on-site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased.Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed-upon installation date(s). Installation includes: Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device 8. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9. Delivery of Services.Axon personnel will work Monday through Friday, 8:30 a.m.to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10. Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services.Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement,Axon will provide the update to Agency when Axon generally releases it 12. Acceptance.When Axon completes professional Services,Axon will present an acceptance form("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form.Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form,Axon will deem Agency to have accepted the professional Services. 13. Agency Network. For work performed by Axon transiting or making use of Agency's network,Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 10 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote,this appendix applies. 1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year hardware limited warranty. 2. Officer Safety Plan. If Agency purchases an Officer Safety Plan("OSP"),Agency will receive the deliverables detailed in the Quote.Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3. OSP 7 Term. OSP 7 begins on the date specified in the Quote ("OSP 7 Term"). 4. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axon body-worn camera (`BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option.Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5. TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP,Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade").Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock,the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi-bay Axon Dock,the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon's option. 6. Upgrade Delay.Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance.Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7. Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade,Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade,Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8. Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9. Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2. Axon will not and has no obligation to provide the Upgrade Models. 9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 11 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan",Agency must purchase the plan for each CEW user.A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training.Agency may not resell cartridges received.Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void.Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term.The voucher has no cash value.Agency cannot exchange it for another device or service. Unless stated in the Quote,the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"),Agency may access Training Content.Axon will deliver all Training Content electronically. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term,which includes the hardware manufacturer's warranty plus the 4-year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit,and Agency must return used hardware and accessories associated with the discount("Trade-In Units")to Axon.Agency must ship batteries via ground shipping.Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below,Axon will invoice Agency the value of the trade-in credit.Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 5. TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription,Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term.Agency may not exceed the number of end users than the Quote specifies. 7. Privacy.Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. 8. Termination. If payment for TASER 7 is more than 30 days past due,Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason,then as of the date of termination: 8.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations,Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core,training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 12 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Auto-Tagging Appendix If Auto-Tagging is included on the Quote,this Appendix applies. 1. Scope.Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto- populate Axon video meta-data with a case ID, category, and location-based on data maintained in Agency's CAD or RMS. 2. Support. For thirty days after completing Auto-Tagging Services,Axon will provide up to 5 hours of remote support at no additional charge.Axon will provide free support due to a change in Axon Evidence,so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3. Changes.Axon is only responsible to perform the Services in this Appendix.Any additional Services are out of scope.The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4. Agency Responsibilities.Axon's performance of Auto-Tagging Services requires Agency to: 4.1. Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2. Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services; 4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; 4.5. Promptly install and implement any software updates provided by Axon; 4.6. Ensure that all appropriate data backups are performed; 4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services; 4.8. Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate,complete, and up-to-date documentation and information to Axon. 5. Access to Systems.Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 13 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Fleet Appendix If Axon Fleet is included on the Quote,this Appendix applies. 1. Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager,Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support,Agency will contact Cradlepoint directly. 3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4. Wireless Offload Server. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions.Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features,functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance,Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS.The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions.Agency may not: (a) modify, alter,tamper with, repair, or create derivative works of Axon Vehicle Software, (b)reverse engineer,disassemble,or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d)copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software;or(h)remove, alter or obscure any confidentiality or proprietary rights notices(including copyright and trademark notices)of Axon or Axon's licensors on or within Axon Vehicle Software. 6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet,within 7 days of the date on which Agency retrieves Agency's vehicle(s)from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above,Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 14 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj& X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) 7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as schedule on the Quote. 7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 8. Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1. Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 15 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond.The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope,Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs. 3. Axon Body 3 LTE Requirements.Axon Respond is only available and usable with an LTE enabled body-worn camera.Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S.territories.Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4. Axon Fleet 3 LTE Requirements.Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier. 5. Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a)facilities limitations; (b)transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond,Axon will end Axon Respond services, including any Axon-provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 16 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj& X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Add-on Services Appendix This Appendix applies if Axon Citizen for Communities,Axon Redaction Assistant, and/or Axon Performance are included on the Quote. 1. Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. 1.1. If Agency purchases Axon Citizen for Communities,Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. 1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on. 2. Axon Citizen Storage. For Axon Citizen,Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post-termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency,Axon will need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 17 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) Axon Auto-Transcribe Appendix This Appendix applies if Axon Auto-Transcribe is included on the Quote. 1. Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Agency. If Agency purchases Axon Auto- Transcribe minutes as a standalone,the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency. 1.1. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes,Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote.Agency will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon. 3. Axon Unlimited Transcribe. Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto- Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row.Axon will not bill for overages. 4. Warranty.Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 18 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Virtual Reality Content Terms of Use Appendix If Virtual Reality is included on the Quote, this Appendix applies. 1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Agency related to virtual reality(collectively, "Virtual Reality Media"). 2. Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Virtual Reality Media,Agency must purchase those headsets from Axon. 3. License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Media licenses from Axon.Agency may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement.Agency may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media; 3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same; 3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement; 3.4. use trade secret information contained in Virtual Reality Media; 3.5. resell, rent, loan or sublicense Virtual Reality Media; 3.6. access Virtual Reality Media to build a competitive device or service or copy any features,functions,or graphics of Virtual Reality Media; or 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Media or any copies of Virtual Reality Media. 4. Privacy. Agency's use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/legal/axon-virtual-reality-privacy-policy. 5. Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 19 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj& X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Commander Software Appendix This Appendix applies if Axon Commander is included on the Quote. 1. License.Axon owns all executable instructions,images,icons,sound,and text in Commander.All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Commander. "Use" means storing,loading,installing,or executing Commander exclusively for data communication with an Axon Device.Agency may use Commander in a networked environment on computers other than the computer it installs Commander on, so long as each execution of Commander is for data communication with an Axon Device.Agency may make copies of Commander for archival purposes only. Agency shall retain all copyright, trademark, and proprietary notices in Commander on all copies or adaptations. 2. Term.The Quote will detail the duration of the Commander license, as well as any maintenance.The term will begin upon installation of Commander by Axon. 3. License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. Agency may not use Commander for any purpose other than as expressly permitted by this Agreement. Agency may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Commander; 3.2. reverse engineer, disassemble, or decompile Commander or apply any process to derive the source code of Commander, or allow others to do the same; 3.3. access or use Commander to avoid incurring fees or exceeding usage limits or quotas; 3.4. copy Commander in whole or part, except as expressly permitted in this Agreement; 3.5. use trade secret information contained in Commander; 3.6. resell, rent, loan or sublicense Commander; 3.7. access Commander to build a competitive device or service or copy any features, functions, or graphics of Commander; or 3.8. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Commander or any copies of Commander. 4. Support. Axon may make available updates and error corrections ("Updates") to Commander. Axon will provide Updates electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon may provide technical support of a prior release/version of Commander for 6 months from when Axon made the subsequent release/version available. 5. Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Upon termination,Axon may disable Agency's right to login to Axon Commander. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 20 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Application Programming Interface Appendix This Appendix applies if Axon's API Services are included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Agency's computer and the server, which is already developed or to be developed by Agency. 1.2. "API Interface" means software implemented by Agency to configure Agency's independent API Client Software to operate in conjunction with the API Service for Agency's authorized Use. 1.3. "Axon Evidence Partner API, API or AXON API" (collectively "API Service") means Axon's API which provides a programmatic means to access data in Agency's Axon Evidence account or integrate Agency's Axon Evidence account with other systems. 1.4. "Use" means any operation on Agency's data enabled by the supported API functionality. 2. Purpose and License. 2.1. Agency may use API Service and data made available through API Service, in connection with an API Client developed by Agency.Axon may monitor Agency's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement.Agency agrees to not interfere with such monitoring or obscure from Axon Agency's use of API Service.Agency will not use API Service for commercial use. 2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Agency's Use in connection with Agency's API Client. 2.3. Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API.Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Agency will work independently to configure Agency's API Client with API Service for Agency's applicable Use. Agency will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate.Agency will inform Axon promptly of any updates. Upon Agency's registration, Axon will provide documentation outlining API Service information. 4. Agency Responsibilities. When using API Service,Agency and its end users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon's API manual. 5. API Content. All content related to API Service, other than Agency Content or Agency's API Client content, is considered Axon's API Content, including: 5.1. the design, structure and naming of API Service fields in all responses and requests; Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 21 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) 5.2. the resources available within API Service for which Agency takes actions on,such as evidence,cases, users, or reports; and 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 5.5. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 5.6. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 5.7. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 5.8. misrepresent the source or ownership; or 5.9. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 6. API Updates.Axon may update or modify the API Service from time to time ("API Update").Agency is required to implement and use the most current version of API Service and to make any applicable changes to Agency's API Client required as a result of such API Update.API Updates may adversely affect how Agency's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API Client to the most current version of API Service.Axon will provide support for 1 year following the release of an API Update for all depreciated API Service versions. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 22 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) Advanced User Management Appendix This Appendix applies if Axon Advanced User Management is included on the Quote. 1. Scope.Advanced User Management allows Agency to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross-domain Identity Management("SCIM"), and (c) automate group creation and management through SCIM. 2. Advanced User Management Configuration.Agency will work independently to configure Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon will provide general guidance to Agency, including documentation that details the setup and configuration process. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 23 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) Axon Channel Services Appendix This Appendix applies if Agency purchases Axon Channel Service, as set forth on the Quote. 1. Definitions. 1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work. 1.2. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. 1.3. "Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System. 2. Scope.Agency currently has a third-party system or data repository from which Agency desires to share data with Axon Digital Evidence Management.Axon will facilitate the transfer of Agency's third-party data into an Axon Digital Evidence Management System or the transfer of Agency data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work("Channel Services SOW"). Channel Services will not delete any Agency Content. Agency is responsible for verifying all necessary data is migrated correctly and retained per Agency policy. 3. Purpose and Use.Agency is responsible for verifying Agency has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels,Agency is responsible for any changes to a third-party system that may affect the functionality of the channel service.Any additional work required for the continuation of the Service may require additional fees.An Axon Field Engineer may require access to Agency's network and systems to perform the Services described in the Channel Services SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency. 4. Project Management.Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 5. Warranty.Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 6. Monitoring. Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency's use of channel services. 7. Agency's Responsibilities.Axon's successful performance of the Channel Services requires Agency: 7.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); 7.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services); 7.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; 7.4. Ensure all appropriate data backups are performed; 7.5. Provide Axon with remote access to the Agency's network and third-party systems when required for Axon to perform the Channel Services; 7.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 7.7. Ensure the reasonable availability by phone or email of knowledgeable staff,personnel,system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 24 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) VIEW Data Migration Appendix This Appendix applies if Agency purchases Migration services, as set forth on the Quote. 1. Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move to Axon Evidence.Axon will work with Agency to copy legacy data from the VIEVU solution into Axon Evidence("Migration"). Before Migration,Agency and Axon will work together to develop a Statement of Work("Migration SOW") to detail all deliverables and responsibilities. The Migration will require the availability of Agency resources. Such resources will be identified in the SOW. On-site support during Migration is not required. Upon Agency's request, Axon will provide on-site support for an additional fee.Any request for on-site support will need to be pre-scheduled and is subject to Axon's resource availability. 1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Agency. The Migration SOW will provide further detail. 2. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope.The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 3. Proiect Management.Axon will assign a Project Manager to work closely with Agency's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 4. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Agency is migrating.Axon will work with Agency to minimize any downtime.Any VIEVU mobile application will need to be disabled upon Migration. 5. Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon Evidence solution,there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration 6. Acceptance.Once the Migration is complete,Axon will notify Agency and an acceptance form.Agency is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Agency policy.Agency will have 90 days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. 6.1. In the event Agency does not accept the Migration,Agency agrees to notify the Axon within a reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. In the event Agency does not provide the Axon written rejection of the Migration during these 90 days,Agency may be charged for additional monthly storage costs.After Agency provides acceptance of the Migration,the Axon will delete all data from the VIEVU solution 90 days after the Migration. 7. Post-Migration.After Migration, the VIEVU solution may not be supported and updates may not be provided.Axon may end of life the VIEVU solution in the future. If Agency elects to maintain data within the VIEVU solution,Axon will provide Agency 90 days' notice before ending support for the VIEVU solution. 8. Warranty.Axon warrants that it will perform the Migration in a good and workmanlike manner. 9. Monitoring. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon Agency's use of Migration. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 25 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Axon Support Engineer Appendix This Appendix applies if Axon Support Engineer services are included on the Quote. 1. Axon Support Engineer Payment.Axon will invoice for Axon Support Engineer("ASE") services, as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency. 2. Full-Time ASE Scope of Services. 2.1. A Full-Time ASE will work on-site four(4)days per week. 2.2. Agency's Axon sales representative and Axon's Agency Success team will work with Agency to define its support needs and ensure the Full-Time ASE has skills to align with those needs. There may be up to a 6-month waiting period before the Full-Time ASE can work on-site, depending upon Agency's needs and availability of a Full-Time ASE. 2.3. The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency, and Agency is current on all payments for the Full-Time ASE Service. 2.4. The Full-Time ASE Service options are listed below: Ongoing System Set-up and Configuration Assisting with assigning cameras and registering docks Maintaining Agency's Axon Evidence account Connecting Agency to "Early Access"programs for new devices Account Maintenance Conducting on-site training on new features and devices for Agency leadership team(s) Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly meetings to cover current issues and program status Data Analysis Providing on-demand Axon usage data to identify trends and insights for improving daily workflows Comparing Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support Providing on-site, tier 1 and tier 2 technical support for Axon devices Proactively monitoring the health of Axon equipment Creating and monitoring RMAs on-site Providing Axon app support Monitoring and testing new firmware and workflows before they are released to Agency's production environment Agency Advocacy Coordinating bi-annual voice of customer meetings with Axon's Device Management team Recording and tracking Agency feature requests and major bugs 3. Regional ASE Scope of Services 3.1. A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule the on-site days at least 2 weeks in advance. The Regional ASE will also be available by phone and email during regular business hours up to 8 hours per week. 3.2. There may be up to a 6-month waiting period before Axon assigns a Regional ASE to Agency,depending upon the availability of a Regional ASE. 3.3. The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets per year of the Agreement, so long as the ASE has started work at Agency and Agency is current on all payments for the Regional ASE Service. 3.4. The Regional ASE service options are listed below: Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 26 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jkj&, A X ON Master Services and Purchasing Agreement between Axon and Agency (Online) Account Maintenance Conducting remote training on new features and devices for Agency's leadership Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly conference calls to cover current issues and program status Visiting Agency quarterly(up to 3 consecutive days)to perform a quarterly business review,discuss Agency's goals for your Axon program, and continue to ensure a successful deployment of Axon devices Direct Support Providing remote, tier 1 and tier 2 technical support for Axon devices Creating and monitoring RMAs remotely Data Analysis Providing quarterly Axon usage data to identify trends and program efficiency opportunities Comparing an Agency's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Agency Advocacy Coordinating bi-yearly Voice of Agency meetings with Device Management team Recording and tracking Agency feature requests and major bugs 4. Out of Scope Services. The ASE is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope. 5. ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation time per each calendar year. The ASE will work with Agency to coordinate any time off and will provide Agency with at least 2 weeks' notice before utilizing any vacation days. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 27 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Jk&, X� n ` Master Services and Purchasing Agreement between Axon I and Agency (Online) Video Integration Suite (VIS)Appendix If the Quote includes Axon's On Prem Video Integration Suite("VIS") product, the following appendix shall apply. 1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote,Axon grants to Agency a nonexclusive, nontransferable license to install, use, and display the VIS software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Agency any right to enhancements or updates, but if such are made available to Agency and obtained by Agency they shall become part of the Software and governed by the terms of this Agreement. 2. Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement,Agency agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata,telephone and email support, and all future updates to the software. If Agency terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3. Restrictions on Use. Agency may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Agency may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Agency may not rent, lease, sublicense, grant a security interest in or otherwise transfer Agency's rights to or to use the Software.Any rights not granted are reserved to Axon. 4. Term. For purchased perpetual Licenses only--excluding Licenses leased for a pre-determined period of time, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Agency fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and9 shall survive termination of this Agreement. For licenses leased for a pre-determined period of time,for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Agency. 5. Title.Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This agreement does not provide Agency with title or ownership of the Software, but only a right of limited use. 6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Agency may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon's notices regarding proprietary rights as contained in the Software as originally provided to Agency. If Agency receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Agency to use the copy of media on an additional server.t 7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement,Agency agrees to destroy all copies of the Software and other text and/or graphical documentation,whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Agency ("Software Documentation"), or return such copies to Axon.Agency agrees that with respect to any copies that may exist with respect to media containing regular backups of Agency's computer or computer system,that Agency shall not access such media for the purpose of recovering the Software or online Software Documentation. 8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, by the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods,to any person on the U.S.treasury Department's list of Specially Designated Nations or the U.S. Department of Commerce's Table of Denials. 9. U.S. Government Restricted Riqhts. The Software and Software Documentation are Commercial Computer Software Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 28 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 J'jkk, X� ^ I Master Services and Purchasing Agreement between Axon I and Agency (Online) provided with RESTRICTED RIGHTS under Federal Acquisition Regulations and agency supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph(c)(1)(ii)of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or subparagraphs (a) through (d)of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable,or similar clauses in the NASA FAR Supplement.Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale,Arizona 85255. Title: Master Services and Purchasing Agreement between Axon and Agency (online) Department: Legal Version: 2.0 Release Date: 3/10/2022 Page 29 of 29 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 ADDENDUM TO MASTER SERVICES AND PURCHASING AGREEMENT BETWEEN THE CITY OF FORT WORTH AND AXON ENTERPRISE,INC. This Addendum to Master Services and Purchasing Agreement between Axon and Agency ("Addendum") is entered into by and between Axon Enterprise, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. The Master Services and Purchasing Agreement between Axon and Agency; 2. This Addendum; 3. Vendor's Quote. Notwithstanding any language to the contrary in the attached Master Service Attachment and Quote. ([collectively referred to herein as] the"Agreement"),the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 10 years ("Renewal Term"). Axon may increase pricing on all line items in the Quote to then current pricing.New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order,whichever is first. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach.If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may,in its sole discretion,and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Addendum Page 1 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the 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 the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the 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 a machine readable format or other format deemed acceptable to City or allow access to City Information located in Vendor's Evidence.com for removal of the information by City for ninety-days after termination. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions,the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Addendum Page 2 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,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 the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, with Vendor's written authorization, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the 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 the 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, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), 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 Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Addendum Page 3 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s)of Work("Data Breach"),Vendor shall immediately notify City in writing within 48 hours and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach.Vendor will defend,indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from Vendor's negligence or willful misconduct, except to the extent resulting from the acts or omissions of City. 11. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City,will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 12. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 13. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 14. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 15. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Addendum Page 4 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 16. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule,regulation or ordinance of City, the terms in this Addendum shall control. 17. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"),National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement,Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 18. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the 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 the Agreement for violations of this provision by Vendor. Addendum Page 5 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 19. No Boycott of Israel. If Vendor has fewer than 10 employees or the 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, 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 20. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 21. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 13, §2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 22. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S.,S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity Addendum Page 6 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 or firearm trade association; and (2)will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 23. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: I.I.I. Commercial General Liability: I.I.I.I. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate;or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability(Errors&Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include,but not be limited to,the following: 1.1.3.3.1. Failure to prevent unauthorized access; 1.1.3.3.2. Unauthorized disclosure of information; 1.1.3.3.3. Implantation of malicious code or computer virus; 1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 1.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of Addendum Page 7 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements.Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance,or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name the 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. 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of the City of Fort Worth. 1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. 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. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. Addendum Page 8 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 (signature page follows) Addendum Page 9 of 11 DocuSign Envelope ID:51 B580F2-C91 E-4D31-9F9E-FOC3809E7A48 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: DocuSigned by: 5-55DA By: By: 00��- Name: Fernando Costa Name: Robert Drisco Title: Assistant City Manager Title VP,Associate General Counsel Date: Apr 27,2022 Date: 4/21/2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: Nei[Noakes(Apr 2,202213:49CDT) ensuring all performance and reporting Name: Neil Noakes requirements. Title: Chief of Police Approved as to Form and Legality: By: Sasha Kane(Apr 26,202214:39 CDT) Name: Sasha Kane Title: Sr. Contract Compliance Specialist BY: �, l FORr� d °°°0000° � Name: Taylor Paris City Secretary: ado° °00 dd Title: Assistant City Attorney 0vo 40, ° ° o ° °OOO00000°°o ICY 1 Contract Authorization: By. J etteS.Goodall(Apr27,202216: CDT) nEXp$a4o M&C: 22-0316 Name: Jannette S. Goodall Title: Acting City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 10 of 11 CD _0 CD > N 0O .• m 't O N N • • Z co 0')LO to 0 o C? 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DISCUSSION: The Fort Worth Police Department (FWPD) is seeking to combine and update the scope of work for Police Department officer safety technology contracts. These contracts provide tasers, body worn cameras, in-car video systems, interview room camera systems, and related software from Axon Enterprises. The proposed contract will replace Contract# 55053 (Mayor and Council Communication (M&C) 21-0530, 20-0972, P-12254) and previous Contract# 54679 (M&C 19-0230, P-12271). The combined contract will leverage and upgrade existing vital, technical and service level agreements into one contract. The purpose of the combined contract is to secure pricing for 12-years for both existing and updated technology and equipment. First year pricing will accommodate current Fiscal Year (FY) 2022 appropriations of$3.5M before increasing to $5.8M in Fiscal Year 2023 to account for additional users, new and upgraded technology and technology price increases. Vendor pricing for current contracts is expiring. This would result in a 61\% increase from $3.5M to an estimated $5.65M for the same technology. Additional increases should be expected in subsequent years when using traditional CO-OP pricing. This is estimated to be $400,000.00 per year. These increases do not include the vital, updated technology proposed in this contract. Furthermore, the pricing difference between the new technology, provided in this combined contract ($5.8M in FY23), and current technology ($5.65M in FY23) is $232,000.00 (4\% difference). Thereafter, the combined contract will increase less than 2\% over the life of the contract. This does not account for quantity changes resulting from increase in FWPD personnel though quantity pricing would follow the contracted amounts. Traditional CO-OP Pricing � Combined Pricing (Updated Technology) (Current Technology) FY2022 $3.9M $3.5M FY2023 $5.65M $5.8M apps.cfwnet.org/council_packet/mc_review.asp?ID=29869&councildate=4/26/2022 1/4 4/28/22, 11:14 AM M&C Review Traditional Combined Pricing CO-OP Pricing (Updated Technology) (Current Technology) Est. Annual Increase 7\% < 2\% Since 2018, the Police Department has upgraded 1493 Taser X2 Models to the Taser 7 Model as part of the Officer Safety Plan. This plan similarly provides warranty of all equipment as well as maintenance, upgrades, repair services, and cloud storage of all data. It also provides FWPD with replacement tasers and includes batteries, holsters, field cartridges, and simulation cartridges to support annual usage. Body worn cameras will be refreshed or replaced at a minimum of 30-months after deployment. Tasers, fleet cameras, and interview room cameras will be refreshed or replaced at a minimum of 60-months after deployment. The software applications include Axon Performance, Aware, and Axon Standards and will allow the department to set performance metrics. The proposed contract addresses the need to increase quantities of tasers (100) and body worn cameras (50) for new officers. Contract upgrades include in- car video system and body worn cameras. The new technology added by the contract includes additional software included in Axon's Officer Safety Plan 7 Plus Premium Plan which includes Fleet 3 Advanced and the Pro License, Dynamic, and Hardware bundle. These emerging technologies include a record management system (RMS), video live streaming, an automated redaction system, automatic verbal transcription to report software, license plate reader cameras, a firearm sensor (automatically activates body cam), integrated drones/cameras, and enhanced performance audits for supervisors and internal affairs. This purchase is approved as exempt from competitive bidding since it is necessary to preserve or protect the public health or safety of the City of Fort Worth's residents. Currently, the Taser 7, body worn cameras, in-car cameras, interview room cameras, and the software platform are one integrated system. Having the integrated system provides automatic activation of all devices when one is activated, which could be several officers or vehicles that are on-scene. This reduces the number of tasks the officer is focusing on, and allows the officer to address the immediate cause of concern, which increases total public safety. Because this is an integrated system, all of the collected data is uploaded into the same software platform, which is then linked together. Axon has developed a report management system (RMS), which will directly import the needed information, to complete the report writing process in less time. This will allow the officer to be available for additional calls for service from citizens. The cumulative data from all of the integrated devices will be linked to the existing data from the associated reports/incidents. Having all files linked together in a single software platform dramatically increases efficiency for criminal and administrative cases. Furthermore, officers cannot access or modify any recorded data, and data that is downloaded is tracked with unique serial number, which identifies the user. This provides accountability for officers, and allows for audits, investigations, and assists in identifying unacceptable conduct. The program will automatically detect Use of Force events and link all associated files, to include videos, reports, and Taser activity, from all devices present during the event. This will ensure that the assigned investigator, and reviewing officials, have all available information to make a determination on the event. This transparency increases public trust and confidence in officers, which leads to better relationships, and dramatically increases public safety If the City solicited bids for these items, the additional technology and features mentioned above would not be included. Additionally, the Taser 7 is a proprietary device which is only produced by Axon. The integrated system offered by Axon is unique and has historically provided the FWPD the tools they need to serve and protect the citizens of Fort Worth. Below are the yearly costs of the contract. Police Department Municipal Fiscal Year Yearly Cost Courts Yearly AnnualCost Special Total CCPD Revenue Fund FY22 $3,499,999.90*F $200,000* $3,699,999.90 FY23 $5,882,113.51 F $200,000 $6,082,113.51 FY24 $6,290,064.45 7 $200,000 $6,490,064.45 a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=29869&cou nci Idate=4/26/2022 2/4 4/28/22, 11:14 AM M&C Review FY25 $5,860,727.93 $200,000 $6,060,727.93 FY26 $6,139,989.84F- $200,000 $6,339,989.84 FY27 $5,988,949.32F- $200,000 $6,188,949.32 FY28 $6,044,119.74 F $200,000 $6,244,119.74 FY29 $5,990,975.80E- $200,000 $6,190,975.80 FY30 $6,762,876.74F- $200,000 $6,962,876.74 FY31 $6,454,794.35F- $200,000 $6,654,794.35 FY32 $6,454,794.32F- $200,000 $6,654,794.32 FY33 $6,454,794.36F- $200,000 $6,654,794.36 Total $71,824,200.26 $2,400,000 F $74,224,200.26 Total (minus existing $68,324,200.36 appropriations) *No additional appropriation required The contract will be funded in the Crime Control and Prevention District Operating Fund and Special Revenue Fund. There is no impact to the FY22 budget. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds will be available in the current operating budget, as previously appropriated, in the Crime Control and Prevention District Fund and General Fund. Prior to an expenditure being incurred, the Fort Worth Police Department and Municipal Courts Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I I Year (Chartfield 2) Submitted for City Manager's Office by_ Fernando Costa (6122) Originating Department Head: Neil Noakes (4212) Additional Information Contact: Ty Hadsell (4141) a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=29869&cou nci Idate=4/26/2022 3/4 4/28/22, 11:14 AM M&C Review ATTACHMENTS 35AXON CONTRACT.docx (CFW Internal) Axon Exemption 1( 12.21).(Signed,pdf (Public) Copy of MC Axon Combined 3.8.22 with Municipal Courts.XLSX (CFW Internal) In-Car Video Budget.PNG (CFW Internal) Municipal Courts SRF Budget.png (CFW Internal) Officer Safety Equipment Budget.PNG (CFW Internal) Q-362520 Ft Worth Combined - rev 44 (gD4),pdf (Public) a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=29869&cou nci Idate=4/26/2022 4/4