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REG 2017-07-17 Item 5B - Purchase Agreement - Body Camera Program with Axon Enterprise for $563,366.48
COUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared by Mayor's eview Council review 06/26/17 RM _ L R, 07/17/17 RM C 1..-g ❑ Other Mtg Date CATEGORY / 1 Discussion / 1 Mtg Date Mtg SPONSOR ❑Council ❑Mayor ❑HR ❑DCD ❑Finance ❑Fire ❑TS ❑P &R 11 Police ❑PW Court SPONSOR'S SUMMARY ITEM INFORMATION ITEM NO. 5.B. 65 STAFF SPONSOR: RICK MITCHELL ORIGINAL AGENDA DATE: 06/26/17 AGENDA ITEM TJTLE Body Camera Program for the Police Department 0i/26/17 Mation Date 07/17/17 ❑ Resolution Mtg Date ❑ Ordinance Mtg Date ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date CATEGORY / 1 Discussion / 1 Mtg Date Mtg SPONSOR ❑Council ❑Mayor ❑HR ❑DCD ❑Finance ❑Fire ❑TS ❑P &R 11 Police ❑PW Court SPONSOR'S SUMMARY The police new body department utilizing the concerning with the department would like to request approval and authorization for the purchase of and in car video cameras, as well as Conductive Energy Devices (Tasers). The representatives have researched and completed 2 pilot programs in 2016 -17 equipment they wish to purchase. They would like to provide details the pilot program and the equipment, and receive approval to move forward program and purchase. REVIEWED BY Mtg. ❑ CDN Comm ❑ Arts Comm. ❑ Finance ❑ Parks Comm. Comm. CHAIR: /i4 Public Safety Comm. • C.O.W. ❑ Trans &Infrastructure DATE: 6/19/17 ❑ Planning Comm. MCLEOD COMMTi I hE RECOMMENDATIONS: SPONSOR /ADMIN. COMMITTEE Police Department Unanimous Approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $550,000.00 $563.366.48 $550,090.00 $563.366.48 $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 6/26/17 Forward to next Regular Meeting MTG. DATE ATTACHMENTS 6/26/17 Informational Memorandum dated 6/14/17 Power Point Presentation Minutes from the Public Safety Committee meeting of 6/19/17 7/17/17 Axon Quotes and Master Contract Language, approved by City Attorney 65 M. Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978 -2737 Fax: (480) 658 -0629 Richard Mitchell 206 - 431 -3673 r.mitchell@tukwilawa.gov Bill To: Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US Ship To: Richard Mitchell Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US AXON Quotation Quote: Q- 118905 -7 Date: 7/11/2017 11:24 AM Quote Expiration: 7/31/2017 Contract Start Date *: 8/1/2017 Contract Term: 5 years AX Account Number: 107449 SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Chris Neubeck 602- 708 -0074 cneubeck @taser.com Fedex - Ground Net 30 *Note this will vary based on the shipment date of the product. Year 1 - Hardware and Ev'dence.com - Due Net 30 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 399.00 USD 19,950.00 USD 0.00 USD 19,950.00 50 73004 WALL CHARGER, USB SYNC CABLE, FLEX USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 20 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK USD 29.95 USD 599.00 USD 0.00 USD 599.00 20 11508 MOLLE MOUNT, DOUBLE, AXON RAPIDLOCK USD 39.95 USD 799.00 USD 0.00 USD 799.00 10 74008 AXON DOCK, 6 BAY + CORE, AXON BODY 2 USD 1,495.00 USD 14,950.00 USD 0.00 USD 14,950.00 10 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK USD 35.00 USD 350.00 USD 0.00 USD 350.00 13 22002 HANDLE, BLACK, CLASS III, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 13 22014 WARRANTY, 4 YEAR, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 Page 1 of 4 67 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 37 11002 HANDLE, BLACK, CLASS 111, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 11004 WARRANTY, 4 YEAR, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 70116 PPM, SIGNAL USD 0.00 USD 0.00 USD 0.00 USD 0.00 11 22501 HOLSTER, BLACKHAWK, RIGHT, X2, 44HTOIBK -R -B USD 0.00 USD 0.00 USD 0.00 USD 0.00 2 22504 HOLSTER, BLACKHAWK, LEFT, X2, 44HT01 BK -L -B USD 0.00 USD 0.00 USD 0.00 USD 0.00 32 11501 HOLSTER, BLACKHAWK, RIGHT, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 5 11504 HOLSTER, BLACKHAWK, LEFT, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 80075 OSP BWC & CEW BUNDLE: YEAR 1 PAYMENT USD 1,188.00 USD 59,400.00 USD 0.00 USD 59,400.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 15 80011 BASIC EVIDENCE.COM LICENSE: 5 YEAR USD 900.00 USD 13,500.00 USD 2,858.55 USD 10,641.45 150 85114 EVIDENCE.COM INCLUDED STORAGE (GB) -5 YEAR CONTRACT USD 0.00 USD 0.00 USD 0.00 USD 0.00 5 80021 PRO EVIDENCE.COM LICENSE: 5 YEAR USD 2,340.00 USD 11,700.00 USD 952.85 USD 10,747.15 150 85114 EVIDENCE.COM INCLUDED STORAGE (GB) -5 YEAR CONTRACT USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80052 CAD/RMS SERVICE ADD -ON: YEAR 1 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 1 85055 AXON FULL SERVICE USD 15,000.00 USD 15,000.00 USD 0.00 USD 15,000.00 Year 1 - Hardware and Evidence.com - Due Net 30 Tax Amount: Year 1 - Hardware and Evidence.com - Due Net 30 Discount: Year 1 - Hardware and Evidence.com - Due Net 30 Net Amount Due Including Taxes: USD 11,743.67 USD 16,411.40 USD 144,180.27 Spares QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT (S) NET TOTAL 3 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 73004 WALL CHARGER, USB SYNC CABLE, FLEX USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 1 11002 HANDLE, BLACK, CLASS III, X26P USD 964.05 USD 964.05 USD 964.05 USD 0.00 1 11004 WARRANTY, 4 YEAR, X26P USD 297.75 USD 297.75 USD 297.75 USD 0.00 Spares Tax Amount: Spares Discount: Spares Net Amount Due Including Taxes: USD 0.00 USD 1,261.80 USD 0.00 Page 2 of 4 68 Year 2 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80076 OSP BWC & CEW BUNDLE: YEAR 2 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80053 CAD/RMS SERVICE ADD -ON: YEAR 2 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 2 - Evidence.com Tax Amount: Year 2 - Evidence.com Discount: Year 2 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 3 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT (5) NET TOTAL 50 80077 OSP BWC & CEW BUNDLE: YEAR 3 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80054 CAD /RMS SERVICE ADD -ON: YEAR 3 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 3 - Evidence.com Tax Amount: Year 3 - Evidence.com Discount: Year 3 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 4 - Evidence.com QTY ITEM # DESCRIPTION UNIT - PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80078 OSP BWC & CEW BUNDLE: YEAR 4 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80055 CAD/RMS SERVICE ADD -ON: YEAR 4 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 4 - Evidence.com Tax Amount: Year 4 - Evidence.com Discount: Year 4 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 5 - Evidence.com QTY ITEM 4 DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80079 OSP BWC & CEW BUNDLE: YEAR 5 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80056 CAD /RMS SERVICE ADD -ON: YEAR 5 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 5 - Evidence.com Tax Amount: Year 5 - Evidence.com Discount: Year 5 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Page 3 of 4 69 Officer Safety Plan Includes: • • • • • Subtotal Estimated Shipping & Handling Cost Estimated Tax Grand Total Evidence.com Pro License Upgrades to your purchased AXON cameras and Docks at years 2.5 and 5 under TAP Extended warranties on AXON cameras and Docks for the duration of the Plan Unlimited Storage for your AXON devices and data from the Evidence Mobile App One TASER CEW of your choice with a 4 year extended warranty (5 years total of warranty coverage) One CEW holster and battery pack of your choice 40 GB of included storage for other digital media USD 345,076.60 USD 439.78 USD 33,007.67 USD 378,524.05 Additional tens apply. Please refer to the Evidence.com Master Service Agreement for a full list of terms and conditions for the Officer Safety Plan. Hardware Shipping Estimate Typically, hardware shipment occurs between 4 — 6 weeks after purchase date. Product availability for new or high demand products may impact delivery time. Axon Enterprise, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon's Master Services and Purchasing Agreement posted at https.;//www.axon.comilegal/sales-tenns-and-conditions. You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, do not "sign this Quote. Signature: Name (Print): PO# (if needed): 70 Date: Title: Quote: Q -I 18905 -7 Please sign and email to Chris Neubeck at cneubeck @taser.com or fax to (480) 658 -0629 THANK YOU FOR YOUR BUSINESS! 'Protect Life'© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. ® 2013 Axon Enterprise, Inc. All rights reserved. Page 4 of 4 Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978 -2737 Fax: (480) 658 -0629 Richard Mitchell 206 -431 -3673 r.mitchell@tukwilawa.gov Bill To: Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US Ship To: Richard Mitchell Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US AXON Quotation Quote: Q- 119632 -2 Date: 6/13/2017 8:34 AM Quote Expiration: 6/30/2017 Contract Start Date *: 9/1/2017 Contract Term: 5 years AX Account Number: 107449 SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Chris Neubeck 602 - 708 -0074 cneubeck @taser.com Fedex - Ground Net 30 *Note this will vary based on the shipment date of the product. Axon Fleet Pre -Order Thank you for your interest in Axon! This pre -order is a commitment to purchase Axon Fleet. Axon Fleet will be available for delivery sometime in 2017. You will be notified if there are any delays. Axon reserves the right to make product changes without notice. Axon Fleet System Compatibility Additional costs may be incurred by the customer related to installing or optimizing their wireless infrastructure in order to achieve the desired wireless download speeds, access point coverage, bandwidth or network stability. These costs are solely the responsibility of the customer. Year I Due Net 30 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT (S) NET TOTAL 58 74003 CAMERA SYSTEM, AXON FLEET USD 382.28 USD 22,172.24 USD 8,307.92 USD 13,864.32 58 74025 MOUNT ASSEMBLY, AXON FLEET USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 70112 AXON SIGNAL UNIT USD 0.00 USD 0.00 • USD 0.00 USD 0.00 58 74024 BATTERY SYSTEM, AXON FLEET USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 74027 Axon Fleet Dongle USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 85731 FLEET UNLIMITED PACKAGE: YEAR 1 PAYMENT USD 0.00 USD 0.00 USD 0.00 USD 0.00 I 80131 TRAIN INSTALLER OR INSTALLATION FACILITY, PER DAY, PER SITE USD 1,742.00 USD 1,742.00 USD 0.00 USD 1,742.00 2 74074 WI -FI OFFLOAD STORE & FORWARD SERVER HARDWARE USD 3,000.00 USD 6,000.00 USD 0.00 USD 6,000.00 Page 1 of 3 71 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 2 74067 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 1 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 1 74066 WI -FI OFFLOAD NETWORK PROFESSIONAL SERVICES USD 1,000.00 USD 1,000.00 USD - 1,500.00 USD 2,500.00 Year 1 Tax Amount: Year 1 Discount: Year I Net Amount Due Including Taxes: USD 2,356.43 USD 6,807.92 USD 27,662.75 Year 2 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85732 FLEET UNLIMITED PACKAGE: YEAR 2 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74068 WI-F1 OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 2 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 2 Tax Amount: Year 2 Net Amount Due including Taxes: USD 3,565.20 USD 39,217.20 Year 3 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85733 FLEET UNLIMITED PACKAGE: YEAR 3 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74069 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 3 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 3 Tax Amount: Year 3 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Year 4 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85734 FLEET UNLIMITED PACKAGE: YEAR 4 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74070 WI -Fl OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 4 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 • Year 4 Tax Amount: Year 4 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Year 5 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85735 FLEET UNLIMITED PACKAGE: YEAR 5 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74071 WI-F1 OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 5 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 5 Tax Amount: Year 5 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Page 2 of 3 72 Subtotal Estimated Shipping & Handling Cost Estimated Tax Grand Total USD 167,914.32 USD 280.88 USD 16,617.23 USD 184,812.43 Axon Body 2 Shipping Axon Body 2 is available for delivery between 8 -10 weeks after purchase date. You will be notified if there are any delays. Axon reserves the right to make product changes without notice. Axon Enterprise, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon's Master Services and Purchasing Agreement posted at www.axon.com /legal. You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, do not sign this Quote. Signature: Name (Print): PO# (if needed): Date: Title: Quote: Q- 119632 -2 Please sign and email to Chris Neubeck at cneubeck @taser.com or fax to (480) 658 -0629 THANK YOU FOR YOUR BUSINESS! 'Protect Life'® and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. ® 2013 Axon Enterprise, Inc. All rights reserved. Page 3 of 3 73 AXON MASTER SERVICES AND PURCHASING AGREEMENT between AXON ENTERPRISE, INC. and Tukwila Police Department CITY Agreement Number: 74 MASTER SERVICES AND PURCHASING AGREEMENT This Master Agreement (the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and Tukwilla Police Department (Agency, Party or collectively Parties), is entered into as of July 17, 2017 (the Effective Date). This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon products and services as detailed in Quote #Q- 119632 -2, Q118905 -4 (the Quote), which is hereby incorporated by reference. In consideration of this Agreement the Parties agree as follows: 1 Term. This Agreement will commence on the Effective Date and will remain in full force and effect until terminated by either Party. Axon services will not be authorized until a signed Quote or Purchase Order is received, whichever is first. 1.1 Evidence.com Subscription Term: The Initial Term of the Subscription services will begin after shipment of the Product. If shipped in 1st half of the month, the start date is on the 1st of the following month. If shipped in the last half of the month, the start date is on the 15th of the following month. Subscription Services will automatically renew for additional successive Terms of one (1) year after completion of the initial Term at the list price then in effect, unless the Agency gives Axon written notice of termination within sixty (60) days prior to the end of a one (1) year period. 1.2 Professional Services Term: Amounts pre -paid for professional services as outlined in the Quote and the Professional Service Appendix must be used within 6 months of the Effective Date. 2 Definitions. "Business Day" means Monday through Friday, excluding holidays. "Confidential Information" means all nonpublic information disclosed by Axon, Axon affiliates, business partners of Axon or their respective employees, contractors or agents that is designated as confidential. "Documentation" means the (i) specifications, explanatory or informational materials, whether in paper or electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical manuals, training manuals, warnings, specification or other explanatory or informational materials, whether in paper or electronic form, that relate to the Products provided under this Agreement. "Evidence.com Service" means Axon web services for Evidence.com, the Evidence.com site, EVIDENCE Sync software, Axon Capture App, Axon View App, other software, maintenance, storage, and product or service provided by us under this Agreement for use with Evidence.com. This does not include any Third Party Applications, hardware warranties, or the my.evidence.com services. "Installation Site" means the location(s) where the Products are to be installed. "Policies" means the Trademark Use Guidelines, all restrictions described on the Axon website, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials. "Products" means all Axon equipment, software, cloud based services, Documentation and software maintenance releases and updates provided by Axon under this Agreement. "Quote" is an offer to sell, is valid only for products and services listed on the quote at prices on the quote. All Quotes referenced in this Agreement or issued and accepted after the Effective Date of this 75 AXON Agreement will be subject to the terms of this Agreement. Any terms and conditions contained within the Agency's purchase order in response to the Quote will be null and void and shall have no force or effect. Axon is not responsible for pricing, typographical, or other errors in any offer by Axon and Axon reserves the right to cancel any orders resulting from such errors. Axon reserves the right to adjust prices or Products unless otherwise specified in the Quote. "Resolution Time" means the elapsed time between Axon's acknowledgment of an issue until the problem in the Services has been resolved, which does not include time delays caused by the Agency or by third parties outside of Axon's reasonable control. "Services" means all services provided by Axon pursuant to this Agreement. "Agency Content" means software, data, text, audio, video, images or other Agency content or any of the Agency's end users (a) run on the Evidence.com Services, (b) cause to interface with the Evidence.com Services, or (c) upload to the Evidence.com Services under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. 3 Payment Terms. Invoices are due to be paid within 30 days of the date of invoice. All orders are subject to prior credit approval. Payment obligations are non - cancelable and fees paid are non - refundable and all amounts payable will be made without setoff, deduction, or withholding. If a delinquent account is sent to collections, the Agency is responsible for all collection and attorneys' fees. 4 Taxes. Unless Axon is provided with a valid and correct tax exemption certificate applicable to the purchase and ship -to location, the Agency is responsible for sales and other taxes associated with the order. 5 Shipping; Title; Risk of Loss; Rejection. Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are E.X.W. via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by Axon. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency's responsibility. Shipping dates are estimates only. The Agency may reject nonconforming Product by providing Axon written notice of rejection within 10 days of shipment. Failure to notify Axon within the 10 day rejection period will be deemed as acceptance of Product. 6 Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7 Warranties. 7.1 Hardware Limited Warranty. Axon warrants that its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1 -year limited warranty term plus the term of the extended warranty measured after the expiration of the 1 -year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axon - Manufactured Accessories are covered under a limited 90 -DAY warranty from the date of receipt. Non -Axon manufactured accessories are covered under the manufacturer's warranty. If Axon determines that a valid warranty claim is received within the warranty period, Axon agrees to repair or replace the Product. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. 110e: Master Services and Purchasing Agreement with Exhibits (Slgneture( Department: legal Version: 6.0 Release Date: 4/6/2017 76 Page 3 of 22 ,AXON 7.2 Warranty Limitations. 7.2.1 The warranties do not apply and Axon will not be responsible for any loss, data loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product's use; (b) damage caused by use with non -Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) if any Axon serial number has been removed or defaced. 7.2.2 To the extent permitted by law, the warranties and the remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.2.3 Axon's cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon product will not exceed the purchase price paid to Axon for the product or if for services, the amount paid for such services over the prior 12 months preceding the claim. In no event will either Party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 7.3 Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product which Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. 7.3.1 For warranty return and repair procedures, including troubleshooting guides, please go to Axon's websites www.axon.com /support or www.evidence.com, as indicated in the appropriate product user manual or quick start guide. 7.3.2 Before delivering product for warranty service, it is the Agency's responsibility to upload the data contained in the product to the Evidence_com services or download the product data and keep a separate backup copy of the contents. Axon is not responsible for any loss of software programs, data, or other information contained on the storage media or any other part of the product services. 7.3.3 A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair, whichever period is longer. When a product or part is exchanged, any replacement item becomes Purchaser's property and the replaced item becomes Axon's property. 8 Product Warnings. See our website at www. axon.com for the most current product warnings. 9 Design Changes. Axon reserves the right to make changes in the design of any of Axon's products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. lltle: Mester Service. and Purcheaing Agreement with Exhibits (Signature) DepartnenL Legal Version: 60 Roles.* Clete: 11512017 Page 4 of 22 77 A AXON 10 Insurance. Axon will maintain at Axon's own expense and in effect during the Term, Commercial General Liability Insurance, Workers' Compensation Insurance and Commercial Automobile Insurance and will furnish certificates of insurance or self- insurance upon request. 11 Indemnification. Axon will indemnify and defend the Agency Indemnitees (the Agency's officers, directors, and employees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct of Axon under or related to this Agreement, except in the case of negligent acts, omissions or willful misconduct of the Agency or claims that fall under Workers Compensation coverage. 12 IP Rights. Axon owns and reserves all right, title, and interest in the Axon Products and related software, as well as any suggestions made to Axon. 13 IP Indemnification. Axon will defend, indemnify, and hold the Agency Indemnitees harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third -party claim alleging that use of Axon Products or Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. The Agency must provide Axon with prompt written notice of such a claim, tender to us the defense or settlement of such a claim at our expense, and cooperate fully with us in the defense or settlement of such a claim. Axon has no liability to the Agency or any third party if any alleged infringement or claim of infringement is to any extent based upon: (a) any modification of the Evidence.com Services by the Agency or any third party not approved by Axon; (b) use of the Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Services other than as permitted under this Agreement or in a manner for which it was not intended; or (d) the use of other than the most current release or version of any software provided by Axon as part of or in connection with the Evidence.com Services. Nothing in this Section will affect any warranties in favor of the Agency that are otherwise provided in or arise out of this Agreement. 14 Agency Responsibilities. The Agency is responsible for (i) use of Axon Products (including any activities under the Agency Evidence.com account and use by Agency employees and agents), (ii) breach of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (iii) Agency Content or the combination of Agency Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of Axon products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services. 15 Termination. 15.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30-clay notice period. In the event that the Agency terminates this Agreement under this Section and Axon fails to cure the ROe: Master Services and Parc,eelnp Agreement with Exhibits (Signature) Department: lapel Version: 6.0 Referee Date: 4/6/2017 78 Page 5 of 22 <■ AXON material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis. 15.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the then current fiscal year. The Agency may also terminate this Agreement for any reason upon 60 days notice to Axon. 15.3 Effect of Termination. Upon termination of this Agreement for any reason: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings, Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. 15.4 After Termination. Axon will not delete any Agency Content as a result of a termination during a period of 90 days following termination. During this 90 -day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Evidence.com Services during this 90 -day period other than the ability to retrieve Agency Content). The Agency will not incur any additional fees if Agency Content is downloded from Evidence.com during this 90 -day period. Axon has no obligation to maintain or provide any Agency Content after this 90 -day period and will thereafter, unless legally prohibited, delete all of Agency Content stored in the Evidence.com Services. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from the Evidence.com Services. 15.5 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 will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16 General. 16.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confidential Information. Except as required by applicable law, neither Party will disclose either Party's Confidential Information during the Term or at any time during the 5 -year period following the end of the Term. All Axon Pricing is considered confidential and competition sensitive. Axon acknowledges the Agency shall provide records responsive to requests in accordance with the Washington State Public Records Act. The Agency may provide notice of said request to Axon. 16.2 Excusable delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon's reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 71tle: Nester Service. and Purchasing Agreement with Exhibits (Slgnetum) Dperfinent: Legal Version: 60 Release Data: 6/5/1017 Page 6 of 22 79 A AXON 16.3 Force Majeure. Neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Parties' reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 16.4 Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not knowinglycause any proprietary rights to be violated. 16.3 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, 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. 16.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. 16.7 Non - discrimination and Equal Opportunity. During the performance of this Agreement, neither the Parties nor the Party's employees will discriminate against any person, whether employed by a Party or otherwise, on the basis of basis of race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. In all solicitations or advertisements for employees, agents, subcontractors or others to be engaged by a Party or placed by or on behalf of a Party, the solicitation or advertisement shall state all qualified applicants shall receive consideration for employment without regard to race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. 16.8 U.S. Government Rights. Any Evidence.com Services provided to the U.S. Government as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data" will have the same rights and restrictions generally applicable to the Evidence.com Services. If the Agency is using the Evidence.com 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, the Agency will immediately discontinue use of the Evidence.com Services. The terms "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data" are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 16.9 Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re- import, export, and re -export control laws and regulations. 16.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Axon may assign or otherwise transfer this Agreement or any of our rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of our assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Page 7 of 22 Title: Meeter Services end Purchasing Agreement with Exhibits (Signature) Department: Legal Version: 6.0 Release Date: 1762017 80 AXON Agreement will be binding upon the Parties and their respective successors and assigns. 16.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party's right to enforce the provision at a later time. 16.12 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 16.13 Governing Law; Venue. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 16.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on the Agency's Evidence.com site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. AGENCY: ATTN: Contracts City Clerk 17800 N. 85th Street City of Tukwila Scottsdale, Arizona 85255 6200 Southcenter Boulevard contracts @axon.com Tukwila, WA 98188 16.15 Entire Agreement. This Agreement, including the APPENDICES attached hereto, and the Policies and the quote provided by Axon, represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If Axon provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 16.16 Counterparts. If this Agreement form requires the signatures of the Parties, then this Agreement may be executed by electronic signature in multiple counterparts, each of which is considered an original. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. Axon Enterprise, Inc. Signature: 1ROe: Master Services and Purchasing Agreement with Eah&Rs (Signature) Department: Legal Version: 60 Release Dale: 4/612017 Name: Title: Page 8 of 22 81 AXON Date: ntle: Mester 6eMce. and Purchasing Agreement with Exhibits (Signature) Department: Legal Version: 6.0 ReUm Date: 4161201? 82 Tukwila Police Department Signature: Name: Title: Date: Page 9 of 22 AXON Evidence.com Terms of Use Appendix 1 Access Rights. Upon the purchase or granting of a subscription from Axon and the opening of an Evidence.com account the Agency will have access and use of the Evidence.com Services for the storage and management of Agency Content during the subscription term (Term). The Evidence.com Service and data storage are subject to usage limits. The Evidence.com Service may not be accessed by more than the number of end users specified in the Quote. If Agency becomes aware of any violation of this Agreement by an end user, the Agency will immediately terminate that end user's access to Agency Content and the Evidence.com Services. 2 Agency Owns Agency Content. The Agency controls and owns all right, title, and interest in and to Agency Content and Axon obtains no rights to the Agency Content and the Agency Content are not business records of Axon. The Agency is solely responsible for the uploading, sharing, withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for the purpose of providing and supporting the Evidence.com Services to the Agency and Agency end users. The Agency represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users' use of Agency Content or the Evidence.com Services will violate this Agreement or applicable laws. 3 Evidence.com Data Security. 3.1. Generally. Axon will implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive Information Security Program (ISP) that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. The Agency is responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate security and access by end users to Agency Content. Log -in credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. The Agency agrees to 'be responsible for all activities undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end users which result in unauthorized access to the Agency account or Agency Content. Audit log tracking for the video data is an automatic feature of the Services which provides details as to who accesses the video data and may be downloaded by the Agency at any time. The Agency shall contact Axon immediately if an unauthorized third party may be using the Agency account or Agency Content or if account information is lost or stolen. 3.2. FBI CJIS Security Addendum. For customers based in the United States, Axon agrees to the terms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Addendum for the Term of this Agreement. 4 Our Support. Axon will make available updates as released by Axon to the Evidence.com Services. Updates may be provided electronically via the Internet. Axon will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental Title: Mester Services and Purchasing Agreement with Exhibit. (Skeleton) Department: t..g.r Version: 6.0 Release Oete: 4/6/2017 Page 10 of 22 83 {� AXON entities. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. 5 Data Privacy. Axon will not disclose Agency Content or any information about the 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 the Agency may file an objection with the court or administrative body. The Agency agrees to allow Axon access to certain information from the Agency in order to: (a) perform troubleshooting services for the account upon request or as part of our regular diagnostic screenings; (b) enforce this agreement or policies governing use of Evidence.com Services; or (c) perform analytic and diagnostic evaluations of the systems. 6 Data Storage. Axon will determine the locations of the data centers in which Agency Content will be stored and accessible by Agency end users. For United States customers, Axon will ensure that all Agency Content stored in the Evidence.com Services remains within the United States including any backup data, replication sites, and disaster recovery sites. Axon may transfer Agency Content to third parties for the purpose of storage of Agency Content. Third party subcontractors responsible for storage of Agency Content are contracted by Axon for data storage services. Ownership of Agency Content remains with the Agency. For use of an Unlimited Evidence.com License unlimited data may be stored in the Agency's Evidence.com account if the data originates from a Axon device. For use of Totally Unlimited Evidence.com Licenses Axon reserves the right to limit the types of content the Agency can store and share using the Services. 7 Fees and Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional end users, prorated for the duration of the Term. Additional end user accounts will terminate on the same date as the pre- existing subscriptions. Axon reserves the right to charge additional fees for exceeding purchased storage amounts or for Axon's assistance in the downloading or exporting of Agency Content. 8 Suspension of Evidence.com Services. Axon may suspend Agency access or any end user's right to access or use any portion or all of the Evidence.com Services immediately upon notice in accordance with the following: 8.1. The Termination provisions of the Master Service Agreement apply; 8.2. The Agency or an end user's use of or registration for the Evidence.com Services (i) poses a security risk to the Evidence.com Services or any third party, (ii) may adversely impact the Evidence.com Services or the systems or content of any other customer, (iii) may subject Axon, Axon's affiliates, or any third party to liability, or (iv) may be fraudulent; 8.3. If Axon suspends the right to access or use any portion or all of the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Axon wilt not delete any of Agency Content on Evidence.com as a result of a suspension, except as specified elsewhere in this Agreement. 9 Software Services Warranty. Axon warrants that the Evidence.com Services will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded title: Mater Services end Parchs.MS Agreement with Exhibits (Signature) Department: Legal Sentient 6.0 Release Oaten IR6/2011 84 Page 11 of 22 AXON to the Evidence.com Services. 10 License Restrictions. Neither the Agency nor any Agency end users may, or attempt to: (a) permit any third party to access the Evidence.com Services except as permitted in this Agreement; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) access or use the Evidence.com Services in a way intended to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted in this Agreement; (f) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services; (i) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of ours or our licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third party privacy rights, or to store or transmit malicious code. All licenses granted in this Agreement are conditional on continued compliance this Agreement, and will immediately and automatically terminate if the Agency does not comply with any term or condition of this Agreement. The Agency may only use our trademarks in accordance with the Axon Trademark Use Guidelines (located at www. axon.com). 710e: Master Ural.. and Purchasing Agreement with Exhibits (Signature) Department_ Legal Version: 6.0 Release Dale: 41672017 Page 12 of 22 85 L. AXON Professional Services Appendix 1 Scope of Services. The project scope will consist of the Services identified on the Quote. 1.1. The Package for the Axon and Evidence.com related Services are detailed below: System set up and configuration Setup Axon View on smart phones (if applicable). Configure categories & custom roles based on Agency need. Troubleshoot IT issues with Evidence.com and Axon Dock (Dock) access. Work with IT to install Evidence Sync software on locked -down computers (if applicable). One on -site session included. Dock installation Work with Agency to decide ideal location of Dock setup and set configurations on Dock if necessary. Authenticate Dock with Evidence.com using "admin" credentials from Agency. Work with Agency's IT to configure its network to allow for maximum bandwidth and proper operation within Agency's network environment. On site Assistance Included Dedicated Project Manager Assignment of a specific Axon representative for all aspects of planning the Product rollout (Project Manager). Ideally, the Project Manager will be assigned to the Agency 4 -6 weeks prior to rollout. Weekly project planning meetings Project Manager will develop a Microsoft Project plan for the rollout of Axon camera units, Docks and Evidence.com account training based on size, timing of rollout and Agency's desired level of training. Up to 4 weekly meetings leading up to the Evidence.com Dock installation of not more than 30 minutes in length. Best practice implementation planning session -1 on -site session to Provide considerations for establishment of video policy and system operations best practices based on Axon's observations with other agencies. Discuss 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 products and Evidence.com services Create project plan for larger deployments. Recommend rolloutplan based on review of shift schedules. System Admin and troubleshooting training sessions 2 on -site sessions —each providing a step -by -step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Evidence.com. Axon instructor training Prior to general user training on Axon camera systems and Evidence.com services, Axon's on -site professional services team will provide training for instructors who can support the Agency's subsequent Axon camera and Evidence.com training needs. End user go live training and support sessions Provide individual device set up and configuration assistance; pairing with viewers when applicable; and training on device use, Evidence.com and Evidence Sync. Implementation document packet Evidence.com administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go live review session lttle: Nester Services end Purchning Agreement Mgt, Exhibits (6lpnetun) Department Level Version: 6.0 Release Clete: 4612017 86 Page 13 of 22 AXON 1.2. Additional training days may be added on to any service package for additional fees set forth in the Quote. 2 Out of Scope Services. Axon is responsible to perform only the Services described on the Quote. Any additional services discussed or implied that are not defined explicitly by the Quote will be considered out of the scope. 3 Delivery of Services. 3.1. Hours and Travel. Axon personnel will work within normal business hours, Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed in advance. All tasks on -site will be performed over a consecutive timeframe unless otherwise agreed to by the Parties in advance. Travel time by Axon personnel to Agency premises will not be charged as work hours performed. 3.2. Changes to Services. Changes to the scope of Services must be documented and agreed upon by the Parties in a change order. Changes may require an equitable adjustment in the charges or schedule. 4 Authorization to Access Computer Systems to Perform Services. The Agency authorizes Axon to access relevant Agency computers and network systems solely for the purpose of performing the Services. Axon will work diligently to identify as soon as reasonably practicable the resources and information Axon expects to use, and will provide an initial itemized list to the Agency. The 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 the Agency. 5 Site Preparation and Installation. Prior to delivering any Services, Axon will provide 1 copy of the then - current user documentation for the Services and related Products in paper or electronic form (Product User Documentation). The Product User Documentation will include all environmental specifications that must be met in order for the Services and related Products to operate in accordance with the Product User Documentation. Prior to the installation of Product (whether performed by the Agency or Axon), the Agency must prepare the Installation Site in accordance with the environmental specifications set forth in the Product User Documentation. Following the installation of the Products, the Agency must maintain the Installation Site where the Products have been installed in accordance with the environmental specifications set forth in the Product User Documentation. In the event that there are any updates or modifications to the Product User Documentation for any Products provided by Axon under this Agreement, including the environmental specifications for the Products, Axon will provide the updates or modifications to Agency when they are generally released by Axon to Axon customers. 6 Acceptance Checklist. Axon will present an Acceptance Checklist (Checklist) upon completion of the Services that will exactly mirror the description of services within this Section. The Agency will sign the Checklist acknowledging completion of the Services once the on -site service session has been completed. If the Agency reasonably believes that Axon did not complete the Services in substantial conformance with this Agreement, the Agency must notify Axon in writing of the specific reasons for rejection of the Services within 7 calendar days from delivery of the Checklist. Axon will address the issues and then will re- present the Checklist for approval and signature. If Axon does Ma: Mater services and Purchasing Agreement with Exhibits (Signature) Department: Legal Version: 6.0 Raise.* Date: 41 ?2017 Page 14 of 22 87 L. AXON not receive the signed Checklist or a written notification of the reasons for the rejection of the performance of the Services within 7 calendar days of delivery of the Checklist, the absence of the Agency response will constitute affirmative acceptance of the Services, and a waiver of any right of rejection. 7 Liability for Loss or Corruption of Data. The Agency is responsible for: (i) instituting proper and timely backup procedures for Agency software and data; (ii) creating timely backup copies of Agency software or data that may be damaged, lost, or corrupted due to our provision of Services; and (iii) using backup copies to restore any Agency software or data in the event of any Toss of, damage to, or corruption of the operational version of Agency software or data, even if such damage, loss, or corruption is due to Axon negligence. However, regardless of any assistance provided by Axon: (i) Axon will in no way be liable for the accuracy, completeness, success, or results of efforts to restore Agency software or data; (ii) any assistance provided by Axon under this Section is without warranty, express or implied; and (iii) in no event will Axon be liable for loss of, damage to, or corruption of Agency data from any cause. Me: Neater Services end Purchasing Agreement with Exhibits (9I9neture) Department: Legal Version: 6.0 Release Date: 41613017 88 Page 15 of 22 41 AXON TASER Assurance Plan Appendix The TASER Assurance Plan or "TAP" has been purchased as part of the Quote attached to this Agreement. TAP provides hardware extended warranty coverage, Spare Products, and Upgrade Models at the end of the TAP Term. TAP only applies to the Axon Product listed in the Quote with the exception of any initial hardware or any software services offered for, by, or through the Evidence.com website. The Agency may not buy more than one TAP for any one covered Product. 1 TAP Warranty Coverage. TAP includes the extended warranty coverage described in the current hardware warranty. TAP warranty coverage starts at the beginning of the TAP Term and continues as long as the Agency continues to pay the required annual fees for TAP. The Agency may not have both an optional extended warranty and TAP on the Axon camera /Dock product. TAP for the Axon camera products also includes free replacement of the Axon flex controller battery and Axon body battery during the TAP Term for any failure that is not specifically excluded from the Hardware Warranty. 2 TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. 3 SPARE Product. Axon will provide a predetermined number of spare Products for those hardware items and accessories listed in the Quote (collectively the "Spare Products ") to keep at the Agency location to replace broken or non - functioning units in order to improve the availability of the units to officers in the field. The Agency must return to Axon, through Axon's RMA process, any broken or non - functioning units for which a Spare Product is utilized, and Axon will repair or replace the non - functioning unit with a replacement product. Axon warrants it will repair or replace the unit which fails to function for any reason not excluded by the TAP warranty coverage, during the TAP Term with the same product or a like product, at Axon's sole option. The Agency may not buy a new TAP for the replacement product or the Spare Product. 3.1. Within 30 days of the end of the TAP Term the Agency must return to Axon all Spare Products. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products not returned to Axon. If all the Spare Products are returned to Axon, then Axon will refresh the allotted number of Spare Products with Upgrade Models if the Agency purchases a new TAP for the Upgrade Models. 4 TAP Officer Safety Plan (OSP). The Officer Safety Plan includes the benefits of the Evidence.com Unlimited License (which includes unlimited data storage for Axon camera and Axon Capture generated data in the Evidence.com Services and TAP for the Axon Camera), TAP for Evidence.com Dock, one Axon brand CEW with a 4 -year Warranty, one CEW battery, and one CEW holster. At any time during the OSP term the Agency may choose to receive the CEW, battery and holster by providing a $0 purchase order. At the time elected to receive the CEW, the Agency may choose from any current CEW model offered. The OSP plan must be purchased for a period of 5 years. If the OSP is terminated before the end of the term and the Agency did not receive a CEW, battery or holster, then we will have no obligation to reimburse for those items not received. If OSP is 7tle: Master Services and Purchasing Agreement with Exhibits (Signature) Department: legal Version: 6.0 Release Date: 4/6/2017 Page 16 of 22 89 AXON terminated before the end of the term and the Agency received a CEW, battery and /or holster then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid as part of the OSP before the termination date; or (b) only in the case of termination for non - appropriations, return the CEW, battery and holster to Axon within 30 days of the date of termination. 5 TAP Upgrade Models. Upgrade Models are to be provided as follows during and /or after the TAP Term: (i) an upgrade will provided in year 3 if the Agency purchased 3 years of Evidence.com services with Ultimate Licenses or Unlimited Licenses and all TAP payments are made; or (ii) 2.5 years after the Effective Date and once again 5 years after the Effective Date if the Agency purchased 5 years of Evidence.com services with an Ultimate License or Unlimited Licenses or OSP and made all TAP payments. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to Axon or Axon will deactivate the serial numbers for the products received unless the Agency purchases additional Evidence.com licenses for the Axon camera products the Agency is keeping. The Agency may buy a new TAP for any Upgraded Model. 5.1. TAP Axon Camera Upgrade Models. If the Agency purchased TAP for Axon Cameras as a stand -alone service, then Axon will upgrade the Axon camera (and controller if applicable), free of charge, with a new on- officer video camera that is the same product or a like product, at Axon's sole option. Axon makes no guarantee that the Upgrade Model will utilize the same accessories or Dock. If the Agency would like to change product models for the Upgrade Model, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model that will be acquired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 5.1.2. If the Agency purchased Unlimited License or OSP, then Axon will upgrade the Axon camera (and controller if applicable), free of charge, with a new on- officer video camera of the Agency's choice. 5.1.1. 5.2. TAP Dock Upgrade Models. Axon will upgrade the Dock free of charge, with a new Dock with the same number of bays that is the same product or a like product, at Axon's sole option. If the Agency would like to change product models for the Upgrade Model or add additional bays, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model desired. No refund will be provided if the MSRP of the new model is Tess than the MSRP of the offered Upgrade Model. 6 TAP Termination. If an invoice for TAP is more than 30 days past due or the Agency defaults on its payments for the Evidence.com services then Axon may terminate TAP and all outstanding Product related TAPs. Axon will provide notification that TAP coverage is terminated. Once TAP coverage is terminated for any reason, then: 6.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 710e: Muter Semces and Purshesing Agreement with E0Maltc (Slgneture) OeparNnnt legal Version: LO Release Date: 4)52017 90 Page 17 of 22 41. AXON 6.2. Axon will not and has no obligation to provide the free Upgrade Models. 6.3. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products provided under TAP. If the Spare Products are returned within 30 days of the Spare Product invoice date, credit will be issued and applied against the Spare Product invoice. 6.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. 6.5. If the Agency received Axon Products free of charge and TAP is terminated before the end of the term then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid as part of the TAP before the termination date; or (b) only in the case of termination for non - appropriations, return the Products to Axon within 30 days of the date of termination. 110e: {teeter SeMCes and Purchasing Agreement with Exhibits (Signature) Department: legal Version: 6.0 Release Date: 4$612017 Page 18 of 22 91 A AXON Axon Integration Services Appendix 1 Term. The term of this Appendix commences on the Effective Date. The actual work to be performed by Axon is not authorized to begin until Axon receives the signed Quote or a purchase order for the services described in this Appendix (Integration Services), whichever is first. 2 Scope of Integration Services. The project scope will consist of the development of an integration module that allows the Evidence.com Service to interact with the Agency's RMS so that Agency's licensees may use the integration module to automatically tag the Axon recorded videos with a case ID, category, and location. The integration module will allow the Integration Module License holders to auto populate the Axon video meta -data saved to the Evidence.com Service based on data already maintained in the Agency's RMS. Axon is responsible to perform only the Integration Services described in this Appendix and any additional services discussed or implied that are not defined explicitly by this Appendix will be considered out of the scope and may result in additional fees. 3 Pricing. All Integration Services performed by Axon will be rendered in accordance with the fees and payment terms set forth in the Quote. The Agency must purchase Axon Integration licenses for every Evidence.com user in the Agency, even if the user does not have an Axon body camera. 4 Delivery of Integration Services. 4.1. Support After Completion of the Integration Services. After completion of the Integration Services and acceptance by the Agency, Axon will provide up to 5 hours of remote (phone or Web- based) support services at no additional charge to the Agency. Axon will also provide support services that result because of a change or modification in the Evidence.com Service at no additional charge as long as the Agency maintains Evidence.com subscription licenses and Integration Module Licenses, and as long as the change is not required because the Agency changes its RMS. Thereafter, any additional support services provided to the Agency will be charged at Axon's then current standard professional services rate. 4.2. Changes to Services. Changes to the scope of the Integration Services must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order, signed by both Parties. 4.3. Warranty. Axon warrants that it will perform the Integration Services in a good and workmanlike manner. 5 Agency's Responsibilities. Axon's successful performance of the Integration Services depends upon the Agency's: 5.1. Making available its relevant systems, including its current RMS, for assessment by Axon (including making these systems available to Axon via remote access if possible); 5.2. Making any required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of the Integration Services; 5.3. Providing access to the building facilities and where Axon is to perform the Integration Services, subject to safety and security restrictions imposed by the Agency (including Dee: nester Services end hurdle/Ong Agreement xtth Exhibits (Signature) Department: Legal Version: 8.0 Refiner. Date: e!8l3017 92 Page 19 of 22 AXON providing security passes or other necessary documentation to Axon representatives performing the Integration Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Integration Services); 5.4. Providing all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) necessary for Axon to provide the Integration Services; 5.5. Promptly installing and implementing any and all software updates provided by Axon; 5.6. Ensuring that all appropriate data backups are performed; 5.7. Providing to Axon the assistance, participation, review and approvals and participating in testing of the Integration Services as requested by Axon; 5.8. Providing Axon with remote access to the Agency's Evidence.com account when required for Axon to perform the Integration Services; 5.9. Notifying Axon of any network or machine maintenance that may impact the performance of the integration module at the Agency; and 5.10. Ensuring the reasonable availability by phone or email of knowledgeable staff and 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 Integration Services). 6 Authorization to Access Computer Systems to Perform Services. Agency authorizes Axon to access Agency's relevant computers, network systems, and RMS solely for the purpose of performing the Integration Services. Axon will work diligently to identify as soon as reasonably practicable the 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. 710e: Master Services and Purchasing Agreement with Exhibits (Signature) Department: Legal Verelon: 6.0 Release Date: 461201? Page 20 of 22 93 L. AXON Axon Fleet Appendix Axon Fleet has been purchased as part of the Quote attached to this Agreement. 1 Axon Fleet Evidence.com Subscription Term. The Evidence.com Subscription for Axon Fleet will begin after the first shipment of the Axon Fleet hardware (Axon Fleet Subscription) if shipped in 1st half of the month, the start date is on the 1st of the following month. If shipped in the last half of the month, the start date is on the 15th of the following month. For phased deployments, the Initial Term begins upon the shipment of the first phase, and subsequent phases will begin upon shipment of that phase. 2 Agency Responsibilities. The Agency is responsible for ensuring its infrastructure and vehicles adhere to the minimum requirements needed to effectively operate Axon Fleet as established by Axon during the on -site assessment at the Agency's facility and /or in Axon's technical qualifying questions. The Quote is based upon the Agency's accurate representation of its infrastructure. Any inaccuracies the Agency provides to Axon regarding the Agency's infrastructure and vehicles may subject the Quote to change. 3 For CradlePoint purchases only. If the Agency purchases CradlePoint Enterprise Cloud Manager, the Agency is responsible for complying with the CradlePoint end user license agreement. The Agency acknowledges that the term of the CradlePoint license may differ from the term of the Evidence.com license. The Agency further acknowledges that CradlePoint installation services are not within the scope of this Agreement. All CradlePoint hardware is warrantied under CradlePoint's manufacturer's warranty. In the event that the Agency requires support for its CradlePoint hardware, the Agency will contact CradlePoint directly. 4 Statement of Work. If the Agency has purchased installation services for Axon Fleet, the Statement of Work (SOW) attached to this Appendix will detail Axon s deliverables to the Agency with respect to the installation of Axon Fleet and any related hardware. Axon is responsible to perform only the services described in this SOW. Any additional services discussed or implied that are not defined explicitly by the SOW will be considered out of the scope. Axon may subcontract any part of the SOW to a qualified subcontractor. 5 Warranty Coverage. Axon's standard Hardware Warranty applies to Axon Fleet. 6 Axon Fleet Unlimited Storage. For use of an Axon Fleet Unlimited Evidence.com License, unlimited data may be stored as part of the Axon Fleet unlimited storage only if the data originates from Axon Fleet hardware. 7 Axon Fleet Unlimited Upgrade. If the Agency has purchased Fleet Unlimited, the Axon Fleet camera hardware is covered by a 4 -year extended warranty. Axon Fleet Unlimited also provides the Agency with Axon Fleet camera hardware Upgrade Models during the Term. Upgrade Models are to be provided as follows during and /or after the Axon Fleet Unlimited Term: 2.5 years after the Axon Fleet Subscription Start Date and once again 5 years after the Axon Fleet Subscription Start Date if the Agency purchased 5 years made all Axon Fleet Unlimited payments. Me: Master Services and Purchasing Agreement sour Exhibits (Staneture) Department Legal Poston: 6.0 Release Data: 41611017 94 Page 21 of 22 AXON Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to Axon or Axon will deactivate the serial numbers for the products received unless the Agency purchases additional Evidence.com licenses for the Axon camera products the Agency is keeping. 8 Fleet Unlimited Termination. If an invoice for Axon Fleet Unlimited is more than 30 days past due or the Agency defaults on its payments for the Evidence.com services then Axon may terminate Axon Fleet Unlimited and all outstanding Product related to Axon Fleet Unlimited. Axon will provide notification that Axon Fleet Unlimited coverage is terminated. Once Axon Fleet Unlimited coverage is terminated for any reason, then: 8.1. Axon Fleet Unlimited coverage will terminate as of the date of termination and no refunds will be given. 8.2. Axon will not and has no obligation to provide the free Upgrade Models. 8.3. The Agency will be invoiced for and is obligated to pay to Axon the MSRP then in effect for all Spare Products provided under Axon Fleet Unlimited. If the Spare Products are returned within 30 days of the Spare Product invoice date, credit will be issued and applied against the Spare Product invoice. 8.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. The 'Delta Axon' logo, Axon, Axon Capture, Axon Dock, Axon Commander, Axon Interview, Axon View, Evidence.com, Evidence Sync, TASER, TASER CAM, and the 'Bolt within Circle' logo are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com /legal. All rights reserved. ® 2017 Axon Enterprise, Inc. Title: Master Services and Pwafiasina Agreement MD. Exhibit. lSlOneture) Department: Legal Version: 5.0 Release Date: 4131201T Page 22 of 22 95