The URL can be used to link to this page

Axon Enterprise, Inc ~ C210122 ~ PD Body Worn Cameras, Fleet Cameras, Tasers, Interview Recording Platform CITY OF TIGARD-CONTRACT SUMMARY FORM Contract Overview Contract/Amendment Number: C210122 Contract Start Date: 4/19/21 Contract End Date: 4/18/26 Contract Title: Police Body Worn Cameras, Fleet Cameras,Tasers,Interview Recording Platform Contractor Name: Axon Enterprise, Inc. Contract Manager: Lt. Brad Sitton Department: PD Contract Costs Original Contract Amount: $1,462,683.96 Total All Previous Amendments: Total of this Amendment: Total Contract Amount: $1,462,683.96 Procurement Authority Contract Type: Cooperative Contract Procurement Type: PCR 10.085 Cooperative Procurements Solicitation Number: LCRB Date: 4/13/21 Account String: Fund-Division-Account Work Order—Activity Tyke Amount FY 2021 280-4100-54001 $ 30.000 FY 2021 100-4100-54001 $285,180 FY 2022 280-4100-54001 $ 30,000 FY 2022 100-4100-54001 $256.876 FY 2023 280-4100-54001 $ 30.000 FY 2023 100-4100-54001 $256,876 FY 2024 280-4100-54001 $ 30,000 FY 2024 100-4100-54001 $256.876 FY 2025 280-4100-54001 $ 30.000 FY 2025 100-4100-54001 $256,876 Contracts & Purchasing Approval Purchasing Signature: Comments: DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111 F34 CITY OF TIGARD PARTICIPATING AGREEMENT#C210122 through SOURCEWELL AGREEMENT #010720-AXN Axon Enterprise,Inc. 17800 N.85th St. Scottsdale,AZ 85255 RE: PUBLIC SAFETY VIDEO SURVEILLANCE SOLUTIONS WITH RELATED EQUIPMENT,SOFTWARE AND ACCESSORIES SPECIFICATIONS FOR GOODS AND SERVICES: Contractor provides goods and services for the City of Tigard as described in the Sourcewell Agreement#010720-AXN. EFFECTIVE DATE AND DURATION: The initial term of this Agreement shall begin on April 19, 2021 and expires on April 18, 2026 unless terminated sooner as provided herein. CONSIDERATION:The City agrees to pay Contractor in accordance with the schedule as identified in Attachment B (Quotes Q-289468- 44301.810MD and Q-290208-44294.852MD)herein attached. Initial payment for Year 1 costs(as per schedule)will be made after the total product has been delivered an accepted by the City. Future payment for the duration of the contract terms will be made annually after receipt of Axon Enterprise invoice on Net 30 basis. The total sum will not exceed$1,462,638.96. The City may reject products that do not match the products listed in the Quotes,are damaged,or non-functional upon receipt (Nonconforming Product) by providing Contractor written notice of rejection within 15 business days of receipt. In the event the City receives a Nonconforming Product, the City's sole remedy is to return the product to Contractor for repair or replacement. Failure to notify Contractor within the 15-business day rejection period will be deemed as acceptance of product.Unit price payments are made to Contractor by the City on a monthly basis for the total product delivered to the City's specified location and accepted by the City. Product prices will be exclusive of any sales,purchaser, or consumer tax. Tax exemption certificates will be furnished to Contractor upon request. BUSINESS LICENSE: Prior to execution of any performance under this Agreement, Contractor must obtain a City of Tigard Business License. HOURS OF LABOR,PAY EQUITY:In accordance with ORS 279B.235,the following are hereby incorporated in full by this reference: Contractor may not employ an individual for more than 10 hours in any one day,or 40 hours in any one week,except as provided by law. For contracts for personal services,as defined in ORS 279A.055,Contractor must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week,except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C.201 to 209 from receiving overtime. Contractor must give notice in writing to employees who work on a public contract,either at the time of hire or before commencement of work on the contract,or by positing a notice in a location frequented by employees,of the number of hours per day and days per week that the employees may be required to work. Contractor may not prohibit any of Contractor's employees from discussing the employee's rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage,salary,benefits or other compensation with another employee or another person. Contractor must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. INCORPORATION OF OREGON STATUTES: ORS 279B.220, 279B.230 and 279B.235 are incorporated into this Agreement by reference and as applicable. TAX COMPLIANCE CERTIFICATE:By executing this Agreement,the undersigned certifies under penalty of perjury that he or she is authorized to act on behalf of Contractor and that,to the best of the undersigned's knowledge,Contractor is not in violation of any Oregon Tax Laws. For purposes of this certification, "Oregon Tax Laws" means a state tax imposed by ORS 401.792 to 401.816, chapters 118, 314,316,317,318,323,ORS 310.630 to 310.706;and any tax provision imposed by a political subdivision of this state. FUNDS AVAILABLE AND AUTHORIZED, NON-APPROPRIATION OF FUNDS: Contractor recognizes that the funding of goods and services pursuant to this Agreement is subject to annual appropriation by the City Council as required by the Oregon Local Budget Law,ORS 294.323 and related provisions,which appropriation may not be made in subsequent fiscal years. City of Tigard Participating Agreement#C210122 Page 1 of 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A91 11 F34 DELIVERY:All equipment,goods and/or materials,or services shall be FOB delivered to the City of Tigard,8777 SW Burnham St.,Tigard, Oregon 97223. Attached: Sourcewell Agreement#010720-AXN IN WITNESS WHEREOF,City and Contractor have caused this Agreement to be executed by their duly authorized officials. Awarded by Tigard's Local Contract Review Board at their April 13,2021 meeting. CITY OF TIGARD AXON ENTERPRISE,INC. Signature Signature Steve Rymer Robert Driscoll Printed Name Printed Name 04/21/2021 4/16/2021 1 11:48 AM MST Date Date City of Tigard Participating Agreement#C210122 Page 2 of 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Attachment B Q-289468-44301.810MD Issued:04/08/2021 Axon Enterprise, Inc. y Quote Expiration: 05/15/2021 17800 N 85th St. 108043 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Kyle Panasewicz SHIP TO BILL TO Phone: (480)905-2071 Leigh Erickson Tigard Police Dept. -OR Email:kylep@axon.com Tigard Police Dept. - OR 13125 SW HALL BLVD Fax: (480)905-2071 13125 SW HALL BLVD TIGARD, OR 97223 PRIMARY CONTACT TIGARD, OR 97223 US Leigh Erickson US Phone: (503)718-2761 Email:Ieigh.erickson@tigard-or.gov Year 1 Item Description Term quantity List Unit (Months) Price Net Unit Price Total (USD) Axon Plans&Packages 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 1 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 80 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE 60 80 0.00 0.00 0.00 STORAGE 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 2,400 0.00 0.00 0.00 73680 RESPOND DEVICE PLUS LICENSE 60 80 0.00 0.00 0.00 73681 AXON RECORDS FULL 60 80 0.00 0.00 0.00 73739 PERFORMANCE LICENSE 60 80 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 80 0.00 0.00 0.00 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT 60 80 0.00 0.00 0.00 ACCESS LICENSE 85760 AUTO-TRANSCRIBE ON DEMAND SERVICE 60 80 0.00 0.00 0.00 73618 CITIZEN FOR COMMUNITIES USER ACCESS 60 80 0.00 0.00 0.00 LICENSE 73478 REDACTION ASSISTANT USER ACCESS 60 80 0.00 0.00 0.00 LICENSE 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 60 80 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 1 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 60 80 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 60 0.00 0.00 0.00 Q-2 89468-44301.810 M D Protect Life. 1 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 1 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages(Continued) 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 20 0.00 0.001 0.00 Hardware 20160 TASER 7 HOLSTER-SAFARILAND, 59 0.00 0.00 0.00 RH+CART CARRIER 75015 SIGNAL SIDEARM KIT 80 0.00 0.00 0.00 20161 TASER 7 HOLSTER-SAFARILAND, 10 0.00 0.00 0.00 LH+CART CARRIER 20050 HOOK-AND-LOOP TRAINING (HALT)SUIT 2 0.00 0.00 0.00 73202 AXON BODY 3- NA10 80 699.00 699.00 55,920.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 240 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 240 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 80 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 20040 TASER 7 HANDLE WARRANTY,4-YEAR 80 0.00 0.00 0.00 22179 TASER 7 INERT CARTRIDGE, STANDOFF 40 0.00 0.00 0.00 (3.5-DEGREE) NS 22181 TASER 7 INERT CARTRIDGE, CLOSE 40 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 70033 WALL MOUNT BRACKET, ASSY, 10 43.90 43.90 439.00 EVIDENCE.COM DOCK 74210 AXON BODY 3-8 BAY DOCK 10 1,495.00 1,495.00 14,950.00 71044 BATTERY, SIGNAL SIDEARM, CR2430 160 0.00 0.00 0.00 SINGLE PACK 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 160 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 160 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 160 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 160 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS 20018 TASER 7 BATTERY PACK, TACTICAL 96 0.00 0.00 0.00 20041 TASER 7 BATTERY PACK WARRANTY,4- 96 0.00 0.00 0.00 YEAR 20042 TASER 7 DOCK&CORE WARRANTY,4- 1 0.00 0.00 0.00 YEAR 70033 WALL MOUNT BRACKET, ASSY, 1 0.00 0.00 0.00 EVIDENCE.COM DOCK Q-2 89468-44301.810 M D Protect Life. 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 1 (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Hardware(Continued) 74200 TASER 7 6-BAY DOCK AND CORE 1 0.00 0.00 0.00 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN.X 2 0.00 0.00 0.00 75 IN., TASER 7 74028 WING CLIP MOUNT, AXON RAPIDLOCK 88 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 80 0.00 0.00 0.00 Other 73940 OFFICER SAFETY PLAN 7+ PREMIUM 60 80 0.00 0.00 0.00 BUNDLE 73941 OFFICER SAFETY PLAN 7+ PREMIUM 12 80 2,868.00 1,755.15 140,412.00 PAYMENT 20271 AXON VR CONTROLLER KIT 2 0.00 0.00 0.00 73827 AB3 CAMERA TAP WARRANTY 60 80 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 60 10 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 80087 TASER 7 TARGET, CONDUCTIVE, 2 0.00 0.00 0.00 PROFESSIONAL(RUGGEDIZED) 71019 NORTH AMER POWER CORD FOR AB3 8- 10 0.00 0.00 0.00 BAY,AB2 1-BAY/6-BAY DOCK 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 20 468.00 0.00 0.00 PAYMENT 80190 Evidence.com Channel Services 1 0.00 0.00 0.00 80190 Evidence.com Channel Services 1 0.00 0.00 0.00 80190 Evidence.com Channel Services 1 0.00 0.00 0.00 Services 20384 VIRTUAL REALITY TRAINING (51-100) 60 1 0.00 0.00 0.00 LICENSE 79999 AUTO TAGGING/PERFORMANCE 1 0.00 0.00 0.00 IMPLEMENTATION SERVICE Subtotal 211,721.00 Estimated 0.00 Shipping Estimated Tax 0.00 Total 211,721.00 Q-2 89468-44301.810 M D Protect Life. 3 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 1 - Fleet Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Aeon Plans&Packages 80217 FLEET 2 UNLIMITED WITH TAP PAYMENT 12 33 1,548.00 1,519.361 50,138.88 Hardware 80214 FLEET EVIDENCE.COM UNLIMITED 60 33 0.00 0.00 0.00 STORAGE 71088 AXON FLEET 2 KIT 33 0.00 0.00 0.00 87069 TECH ASSURANCE PLAN FLEET 2 KIT 60 33 0.00 0.00 0.00 WARRANTY Other 87050 FLEET VIEW XL ACCESS LICENSE 60 33 0.00 0.00 0.00 No Custom No Custom Triggers(Declined) 33 0.00 0.00 0.00 Triggers Services 74063 FLEET 2 NEW INSTALLATION (PER 33 1,200.00 900.00 29,700.00 VEHICLE) Subtotal 79,838.88 Estimated Tax 0.00 Total 79,838.88 Spares Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Hardware 20008 TASER 7 HANDLE,YLW,HIGH VISIBILITY 2 0.00 0.00 0.00 (GREEN LASER), CLASS 3R 73202 AXON BODY 3- NA10 2 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY,4-YEAR 2 0.00 0.00 0.00 74028 WING CLIP MOUNT, AXON RAPIDLOCK 2 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 2 0.00 0.00 0.00 71088 AXON FLEET 2 KIT 1 1,560.00 0.00 0.00 87069 TECH ASSURANCE PLAN FLEET 2 KIT 12 1 0.00 0.00 0.00 WARRANTY Q-2 89468-44301.810 M D Protect Life. 4 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Spares (Continued) Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 73827 AB3 CAMERA TAP WARRANTY 60 2 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Trade in - Credit Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Other 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 80 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 80217 FLEET 2 UNLIMITED WITH TAP PAYMENT 12 33 1,548.00 1,548.00 51,084.00 Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 160 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 160 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Other 73941 OFFICER SAFETY PLAN 7+ PREMIUM 12 80 2,868.00 2,868.00 229,440.00 PAYMENT 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 20 468.00 0.00 0.00 PAYMENT Subtotal 280,524.00 Estimated Tax 0.00 Total 280,524.00 Q-2 89468-44301.810 M D Protect Life. 5 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 3 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages 80217 FLEET 2 UNLIMITED WITH TAP PAYMENT 12 33 1,548.00 1,548.00 51,084.00 Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 160 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 160 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) 160 0.00 0.00 0.00 CARTRIDGE, STANDOFF NS 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) 160 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART NS Other 73941 OFFICER SAFETY PLAN 7+ PREMIUM 12 80 2,868.00 2,868.00 229,440.00 PAYMENT 73309 AXON CAMERA REFRESH ONE 80 0.00 0.00 0.00 73309 AXON CAMERA REFRESH ONE 2 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73689 MULTI-BAY BWC DOCK 1ST REFRESH 10 0.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 20 468.00 0.00 0.00 PAYMENT Subtotal 280,524.00 Estimated Tax 0.00 Total 280,524.00 Year 4 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 80217 FLEET 2 UNLIMITED WITH TAP PAYMENT 12 33 1,548.00 1,548.00 51,084.00 Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 160 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 160 0.00 0.00 0.00 QUARTERS (12-DEGREE) NS Q-2 89468-44301.810 M D Protect Life. 6 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 4 (Continued) Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Other 73941 OFFICER SAFETY PLAN 7+PREMIUM 12 80 2,868.00 2,868.00 229,440.00 PAYMENT 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 20 468.00 0.00 0.00 PAYMENT Subtotal 280,524.00 Estimated Tax 0.00 Total 280,524.00 Year 5 Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Anon Plans&Packages ML 80217 FLEET 2 UNLIMITED WITH TAP PAYMENT 12 33 1,548.00 1,548.00 51,084.00 Hardware Norm 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 160 0.00 0.00 0.00 DEGREE) NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE 160 0.00 0.00 0.00 QUARTERS (12-DEGREE)NS Other INEW 73941 OFFICER SAFETY PLAN 7+ PREMIUM 12 80 2,868.00 2,868.00 229,440.00 PAYMENT 73310 AXON CAMERA REFRESH TWO 80 0.00 0.00 0.00 73310 AXON CAMERA REFRESH TWO 2 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73688 MULTI-BAY BWC DOCK 2ND REFRESH 10 0.00 0.00 0.00 73335 FLEET CAMERA REFRESH (ONE FRONT 33 0.00 0.00 0.00 AND ONE REAR) Q-2 89468-44301.810 M D Protect Life. 7 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 5 (Continued) Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Other(Continued) 73837 EVIDENCE.COM PROFESSIONAL LICENSE 12 20 468.00 0.00 0.00 PAYMENT Subtotal 280,524.00 Estimated Tax 0.00 Total 280,524.00 Grand Total 1,413,655.88 Q-289468-44301.810 M D Protect Life. 8 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111 F34 � AXON Discounts (USD) Quote Expiration:05/15/2021 List Amount 1 ,561 ,889.00 Discounts 148,233.12 Total 1,413,655.88 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 211,721.00 Year 1 - Fleet 79,838.88 Spares 0.00 Trade in - Credit 0.00 Year 2 280,524.00 Year 3 280,524.00 Year 4 280,524.00 Year 5 280,524.00 Grand Total 1,413,655.88 Q-2 89468-44301.810 M D Protect Life. 9 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 STATEMENT OF WORK&CONFIGURATION DOCUMENT Axon Fleet In-Car Recording Platform This document details a proposed system design Agency Created For: Tigard Police Dept. - OR Quote: Q-289468-44301.810MD Sold By: Kyle Panasewicz Designed By: Jake Borro Installed By: Axon Target Install Date: V-3.26.18 Q-289468-44301.810M D 10 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 VEHICLE OVERVIEW SITE NAME CUSTOMER NAME Headquarters Tigard Police Dept. -OR Total Configured Vehicles • 33 Total Vehicles with this Configuration o Video Capture Sources Axon Camera • 66 Total Cameras Deployed • 1 Axon Signal Unit(s)Per Vehicle Mobile Data Terminal Per Vehicle Signal Unit • 1 Located In Each Vehicle Mobile Router Per Vehicle • 1 Cradlepoint IBR1700 Series In-Car Router Offload Mechanism • 4G LTE Cellular Evidence Management System Battery Box • Evidence.com SYSTEM CONFIGURATION DETAILS The following sections detail the configuration of the Axon Fleet In-Car System Vehicle Hardware 2 Axon Fleet Cameras will be installed in each vehicle 2 Axon Fleet Battery Boxes will be installed in each vehicle Vehicle Hardware 1 Axon Signal Units will be installed in each vehicle 1 Cradlepoint IBR1700 Series router will be installed in each vehicle Axon Battery Boxes The battery box provides power to its connected camera for up to 4 hours allowing for video offload while the vehicle ignition state is OFF and the MDT is connected and available. Signal Activation Methods When triggered,the Axon Signal Vehicle(ASV)device will activate the recording mechanism for all configured Axon cameras within 30 feet of the vehicle. Mobile Data Terminal Each vehicle will be equipped with a Mobile Data Terminal provided by the customer. Operating System: Windows 7 or Windows 10-x32 or x64 with the most current service packs and updates Hard Drive: Must have 25GB+of free disk space RAM/Memory: Windows 7-4GB or greater I Windows 10-8GB or greater Mobile Data Terminal Ethernet Port: The system requires the MDT to have one dedicated and available Ethernet port reserved for an Ethernet cable from router.The Ethernet port can be located on an electronic and stationary mobile Requirements docking station. If a docking station is used, it is the preferred location for the Ethernet port. Wi-Fi Card: The system requires an 802.11n compatible Wi-Fi card using 5Ghz band. USB Ports: If the computer is assigned to the officer and does not remain with the vehicle,then the number dongles ordered should equal the number of officers or the number of computers assigned.At least one dedicated and available USB 2.0 port for the Fleet USB dongle USB Port on MDT or Dock. Q-289468-44301.810 M D 11 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 If the customer has a MiFi hotspot, embedded cellular, or USB 4G, then the customer must purchase a Cradlepoint router with an external antenna and Cradlecare. For agencies that use NetMotion Mobility, Axon traffic must be passed through; such that it does not Additional use the Mobility VPN tunnel. Customer must provide IT and /or Admin resources at time of installation Considerations to ensure data routing if functional for Axon Fleet operation. In the event an Agency is unable to support the IT requirements associated with the installation,Axon reserves the right to charge the Agency for additional time associated with on-site work completed by an Axon Employee. Customer will provide the following router for all vehicles: Cradlepoint IBR1700 Series Hardware Provisioning [The customer will provide a MDT for each vehicle In-Car Network Considerations Network Requirements Cradlepoint IBR1700 Series will create a dedicated 5Ghz WiFi network within each vehicle. This network will join the Axon Fleet cameras and Mobile Data Terminal together. IPAddressing Total IPs Required Axon Fleet Cameras 66 Network Addressing Mobile Data Terminal 33 132 Cradlepoint IBR1700 Series 33 Hardware Provisioning Customer to provide all IP addressing and applicable network information Network Consideration Agreement Customer acknowledges the minimum requirements for the network to support this Statement of Work. All Axon employees performing services under this SOW are CJIS certified. Network Consideration Agreement If the network provided by Customer does not meet the minimum requirements, or in the event of a requested change in scope of the project, a Change Order will be required and additional fees may apply. Additional fees would also apply if Axon is required to extend the installation time for reasons caused by the customer or the customer network accessibility. Q-289468-44301.810 M D 12 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Professional Services & Training Axon will assign a Project Manager that will provide the expertise to execute a successful Fleet camera deployment and implementation. The Project Manager will have knowledge and experience Project Management with all phases of the project management lifecycle and with all application modules being implemented. He/she will work closely with the customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables. Axon will be performing the installation of all Axon Fleet vehicle hardware. Installation services purchased from Axon include a "clip"and removal of existing in-car system hardware. This does not include"full removal"of existing wiring. A"full removal"of all existing hardware and wiring is subject to additional fees.Axon provides basic Fleet operation overview to the customer lead and/or Admin at the time of install. Clip vs Rip installation removal: o It is necessary to differentiate between the type of equipment removal to be provided by Axon. Standard Fleet Installation includes hardware removal in a fashion considered "Clip"which means Axon cuts the wires from the old system without removing multiple Vehicle Installation panels, removing all wiring and parts from the old system. In the case Axon removes the hardware Axon is not responsible for the surplus of hardware or any devices that may have been physically integrated with the removed system. In some situations, radar systems are integrated with the in-car video system and have a cable that connects to the system, if Axon removes the old in car system then Axon is not responsible for the radar system as part of the removal. o A"Rip" removal should be contracted through ProLogic directly.The Rip would be similar to a complete and full removal,which is more common when they retire a vehicle from service. Axon Signal Units have multiple trigger configuration options.Any trigger configurations that include a door or magnetic door switch are considered"custom"and may be subject to additional fees. An Axon representative has discussed with the Agency the standard triggers of the Fleet System. Custom Trigger Those standard triggers include light-bar activation, speed, crash and gun-locks.The light-bar must Installation have a controller to allow Axon to interface for the desired position, gun-locks must be installed with existing hardware in the vehicle. Doors are considered "CUSTOM" since they required additional hardware and time for installation,typically requiring the door may need to be taken apart for the installation. End-user go-live training provides individual device set up and configuration assistance,training on Training device use, Evidence.com and AXON View XL. End-user go-live training and support is not included in the installation fee scope. Q-289468-44301.810 M D 13 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4G / Cellular Offload Considerations The Cradlepoint IBR1700 Series will be the connection which allows 4G upload of recorded video Network Considerations The customer will ensure that their cellular contract does not allow for data throttling,or service denial,once a set data threshold is met.Throttling or denial of service will negatively affect Fleet upload capabilities. The MDT's 4G connection will facilitate the upload of recorded video content. Hardware Provisioning The customer will provide all 4G sim cards as required by their mobile provider. Q-289468-44301.810 M D 14 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111 F34 Notes Agency has existing contract 20422(originated via Q-194541),#00008247 and#00018026 and is terminating those contracts upon the new license start date(6/1/21)of this quote. The parties agree that Axon is granting a refund of$14,821.88(applied to Year 1 licenses)to refund paid,but undelivered services.This discount is based on a ship date range of 5/1/21-5/15/21, resulting in a 6/1/21 license date.Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon. The parties agree that Axon is granting a credit of$20,680.64(applied to Year 1 Payment)for trade-in of CEW hardware.This credit is based on a ship date range of 5/1/21- 5/15/21,resulting in a 6/1/21 contract start date.Any change in this ship date and resulting contract start date will result in modification of this credit value which may result in additional fees due to or from Axon. Execution of this quote will terminate contracts associated with Q-231404(executed contract 24638)with Axon and will start a new 60 month contract. The parties agree that Axon is granting a refund of$945.00(applied to Year 1 Fleet licenses)to refund paid,but undelivered services.This discount is based on a ship date range of 5/1/21-5/15/21, resulting in a 6/1/21 license date.Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon. Item 80217 represents a monthly price of$129 per vehicle per month in Years 1-5. This quote contains Axon Channel Services,the ability to migrate third party systems to your Axon DEMS.A review by an Axon engineer and the creation of a Statement of Work must be completed to determine the exact requirements,capabilities and dependencies for the agency to implement Channel Services. Sourcewell Contract#010720-AXN used for purchasing justification. Tax is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Sourcewell Contract#010720-AXN. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions.By signing below,you represent that you are lawfully able to enter into contracts.If you are signing on behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: ,�- __. Date: 4/21/2021 Name (Print): Steve Rymer Title: City Manager PO# (Or write N/A): Please sign and email to Kyle Panasewicz at kylep@axon.com or fax to(480)905-2071 Thank you for being a valued Axon customer.For your convenience on your next order, please check out our online store bu .axon.com ***Axon Internal Use Only*** The rademarks referenced above are the property f their respective owners. SFDC Contract#: Order Type: RMAM Address Used: Review 1 Review 2 SO M Comments: Q-289468-44301.810 M D 13 Protect DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111F34 AXON Tigard Police Dept. - OR ATTENTION This order may qualify for freight shipping, please fill out the following information. What is the contact name and Kevin Cole - (503) 327-5471 phone number for this shipment? What are your receiving hours? 6:00 a.m. - 4:00 p.m. (Monday-Friday) Is a dock available for this Forklift off loading only - No dock incoming shipment? Are there any delivery Enter Public Works Yard to "Fleet Office" restrictions? (no box trucks, etc.) Q-2 89468-44301.810 M D Protect Life. 16 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Q-290208-44294.852 M D Issued:03/10/2021 Axon Enterprise, Inc. y Quote Expiration: 05/15/2021 17800 N 85th St. 108043 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Kyle Panasewicz SHIP TO BILL TO Phone: (480)905-2071 Lisa Shaw Tigard Police Dept. -OR Email:kylep@axon.com Tigard Police Dept. - OR 13125 SW HALL BLVD Fax: (480)905-2071 13125 SW HALL BLVD TIGARD, OR 97223 PRIMARY CONTACT TIGARD, OR 97223 US Lisa Shaw US Phone: (503)718-2554 Email:lisa.shaw@tigard-or.gov Year 1 Item Description Term Quantity List Unit (Months) Price Net Unit Price Total (USD) Axon Plans &Packages 50071 AXON STREAMING SERVER LICENSE (PER 2 1,750.00 1,750.00 3,500.00 SERVER) 50070 AXON CLIENT SOFTWARE(EACH CLIENT 3 1,500.00 1,000.00 3,000.00 AND TOUCH PANEL) 50055 INTERVIEW ROOM UNLIMITED 12 4 1,188.00 218.52 874.08 EVIDENCE.COM LICENSE YEAR 1 PAYMENT Hardware 50298 AXIS P3245-LV NETWORK CAMERA 2 796.00 796.00 1,592.00 50218 AXIS F41 COVERT MAIN UNIT-NON SER 2 595.00 595.00 1,190.00 50118 LOUROE MICROPHONE 4 196.50 196.50 786.00 50294 LITE SERVER 2 1,950.00 1,950.00 3,900.00 74062 INTERVIEW ROOM 5 YR EXTENDED 2 1,297.00 1,297.00 2,594.00 WARRANTY 50114 COVERT CAMERA, SENSOR UNIT 2 370.00 370.00 740.00 74055 FIRE STROBE-RED 2 222.00 222.00 444.00 Services 85170 INTERVIEW ROOM, INSTALL AND SETUP 2 2,500.00 2,500.00 5,000.00 Subtotal 23,620.08 Estimated Shipping 0.00 Estimated Tax 0.00 Total 23,620.08 Q-290208-44294.8 52 M D 1 Protect DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 2 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages 50056 INTERVIEW ROOM UNLIMITED 12 4 1,188.00 1,188.00 4,752.00 EVIDENCE.COM LICENSE YEAR 2 PAYMENT 50074 AXON CLIENT SOFTWARE MAINTENANCE 12 3 300.00 300.00 900.00 ANNUALPAYMENT 50072 AXON STREAMING SERVER SOFTWARE 12 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT Subtotal 6,352.00 Estimated Tax 0.00 Total 6,352.00 Year 3 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages 50057 INTERVIEW ROOM UNLIMITED 12 4 1,188.00 1,188.00 4,752.00 EVIDENCE.COM LICENSE YEAR 3 PAYMENT 50074 AXON CLIENT SOFTWARE MAINTENANCE 12 3 300.00 300.00 900.00 ANNUALPAYMENT 50072 AXON STREAMING SERVER SOFTWARE 12 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT Subtotal 6,352.00 Estimated Tax 0.00 Total 6,352.00 Year 4 Item Description Term Quantity List Unit Net Unit Price Total (USD) (Months) Price Axon Plans&Packages 50058 INTERVIEW ROOM UNLIMITED 12 4 1,188.00 1,188.00 4,752.00 EVIDENCE.COM LICENSE YEAR 4 PAYMENT 50074 AXON CLIENT SOFTWARE MAINTENANCE 12 3 300.00 300.00 900.00 ANNUALPAYMENT 50072 AXON STREAMING SERVER SOFTWARE 12 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT Subtotal 6,352.00 Estimated Tax 0.00 Total 6,352.00 Q-290208-44294.852 M D Protect 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Year 5 Item Description Term Quantity List Unit Net Unit Price Total(USD) (Months) Price Axon Plans&Packages 50059 INTERVIEW ROOM UNLIMITED 12 4 1,188.00 1,188.00 4,752.00 EVIDENCE.COM LICENSE YEAR 5 PAYMENT 50074 AXON CLIENT SOFTWARE MAINTENANCE 12 3 300.00 300.00 900.00 ANNUALPAYMENT 50072 AXON STREAMING SERVER SOFTWARE 12 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT Subtotal 6,352.00 Estimated Tax 0.00 Total 6,352.00 Grand Total 49,028.08 Q-290208-44294.852 M D Protect Life. 3 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111 F34 � AXON Discounts (USD) Quote Expiration:05/15/2021 List Amount 54,406.00 Discounts 5,377.92 Total 49,028.08 "Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 23,620.08 Year 2 6,352.00 Year 3 6,352.00 Year 4 6,352.00 Year 5 6,352.00 Grand Total 49,028.08 Q-290208-44294.8 52 M D Protect Life. 4 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 STATEMENT OF WORK & CONFIGURATION DOCUMENT Anon Interview Recording Platform This document details a proposed system design Agency Created For:Tigard Police Dept.-OR Sold By: Kyle Panasewicz Designed By: Jake Borro Installed By: Axon Professional Services Customer Contact: Lisa Shaw Target Install Date: 06/01/2021 QR-27325-a3b4y000000ylCMAAY 5 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON INTERVIEW RECORDING PLATFORM This image is intended to be a general visual of how Interview Room is configured.Please read through the SOW for configuration specific to this deal. 0 IP Camera(s) Primary Recording Server mics) j Data Switch/POE Power Evidence Management System LAO ___j L A& Touch Panel(s) Secondary Recording Server AXON-PROVIDED HARDWARE SUMMARY The following section offers a broad summary of the Axon-provided hardware needed to configure this order.With the exception of server quantities,QUANTITIES DO NOT REFLECT CUSTOMER-PROVIDED ITEMS. Total Camera Configurations 4 Camera(s) Locations #Rooms Tigard PD 2 2 Covert Enclosure(s) 4 Microphone(s) Injector(s) Total Switches 1 POE Switch(es) Total Servers 2 Server(s)(customer-provided included) Total Touch Panels 2 Touch Panel(s)(virtual not included) 0 Wall Mount(s) Total Camera Configurations 0 1/0 Box(es) QR-27325-a3b4y000000yICMAAY 6 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 INTERVIEW ROOM OVERVIEW The following sections detail the configuration of the Axon Interview recording system at all locations. Network Considerations Each IP Camera will be connected to a POE switch that provides the device with power and network connectivity. Each Recording Server must be given a static IPv4 network address that is routable across the network. Network Requirements Each IP Camera must be given a static IPv4 network address that is routable across the network. Each touch panel/kiosk must be given a static IPv4 network address that is routable across the network. Network Device Static IPs Total IPs Qty of IP Cameras 4 Network Addressing Qty of Touch Panels 2 8 Qty of Recording Servers 2 Data Switch Provisioning This install will require POE data switches at each location. Virtual Kiosks 3 workstations will require virtual kiosk software to be installed. Customer to provide all device IP addresses Customer to also provide: •Subnet Mask • Gateway IP Customer Provided Items • DNS/WINS IP •Time Server IP Customer IT staff will configure all switches with proper network configuration. Metadata Tags Metadata Tagging The system will collect metadata information prior to, and after,the interview recording process(i.e. gg g Interviewer Name, Interviewee Name, Case Number). Information collected prior to recording: • Interviewee first and last name •Case number Metadata Tags •Case type • Interviewee type Information collected post recording: • Interviewer name(s) Customer Provided Items Customer to provide preferred metadata fields. Axon Provided Items Axon to facilitate the creation of metadata fields. QR-27325-a3b4y000000yICMAAY 7 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 NETWORK CONFIGURATION DETAILS The following section offers a broad summary of the Axon-provided hardware needed to configure this order. Network Configuration Details Evidence Management System Evidence.com Network Applications: • Remote monitoring application Evidence.com Application Features: Application Features •Secure Cloud Storage • Redaction • Download/Sharing •Audit Trail • Reporting Training This solution will include on-site application training covering: •Touch panel overview • Initiating interview wizard Application Package • Entering metadata •Controlling the interview process •Closing an interview • Evidence.com functionality Additional General Deal Notes Notes QR-27325-a3b4y000000yICMAAY 8 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 LOCATION DETAILS: Tigard PD The following sections detail the configuration of the Axon Interview recording system at TIGARD PD Location Name Tigard PD Cable Considerations Axon Professional Services will install the networking cables using a Cat6e Cable. Cabling Runs 9 cable runs are required for this installation. 7 110v power outlets are required for this installation(Customer Responsibility). All Devices: Network cabling must be provided for the following devices: Cabling •Axis IP Camera Requirements •Server •Touch Panel or PC running a virtual Touch Panel • POE Switch Servers, Switches, Touch Panels Axon Interview Lite Server 1 Servers Quantity: Axon Interview Lite Server 1 Redundancy This system includes recording redundancy Customer will provide data switch 1 Data Switch/POE Power Quantity: Touch Panels Customer PC Touch Panel Location No Touch Panel Number of 1/0 Boxes Required 0 Additional Location Notes Notes QR-27325-a3b4y000000ylCMAAY 9 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 ROOM DETAILS: Hard Interview Room The following sections detail the configurations specific to HARD INTERVIEW ROOM Location Name Tigard PD Room Name Hard Interview Room Camera Configuration Camera 1 will be a(n) :Axis P3245-LV Overt Dome Camera Camera 1 Mic: Louroe Tamper Proof Mic Camera 2 will be a(n) :AXIS F41/F1025 Covert IP Camera Covert Enclosure: Fire Strobe Enclosure Camera 2 Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording-In- N/A Progress Visual Wall Configuration Drywall Ceiling Configuration Standard Tile Additional Location Notes Notes QR-27325-a3b4y000000ylCMAAY 10 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 ROOM DETAILS: Soft Interview Room The following sections detail the configurations specific to SOFT INTERVIEW ROOM Location Name Tigard PD Room Name Soft Interview Room Camera Configuration Camera 1 will be a(n) :Axis P3245-LV Overt Dome Camera Camera 1 Mic: Louroe Tamper Proof Mic Camera 2 will be a(n) :AXIS F41/F1025 Covert IP Camera Covert Enclosure: Fire Strobe Enclosure Camera 2 Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording-In- N/A Progress Visual Wall Configuration Drywall Ceiling Configuration Standard Tile Additional Location Notes Notes QR-27325-a3b4y000000yICMAAY 11 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111 F34 Axon International, Inc's Sales Terms and Conditions for Direct Sales to End User Purchasers This Statement of Work is bound to the applicable signed quote. Upon confirmation of the installation dates, to be confirmed in writing, the agency will give no less than a 2- week advanced notice of cancellation or change from the date of the scheduled installation. In the event the Agency cancels 2 weeks or less from the date of the scheduled installation, the agency will be responsible for all travel booked, and resource costs associated with the cancelled installation. Rescheduling of the installation will be at the discretion of Axon Professional Services based on available dates within the installation schedule calendar. Changes to the scope of this SOW 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. QR-27325-a3b4y000000ylCMAAY 12 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Notes Sourcewell Contract#010720-AXN used for pricing and purchasing justification. Tax is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Sourcewell Contract#0107210-AXN. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: � Date: 04/21/2021 Name(Print): Steve Rymer Title: City Manager PO# (Or write N/A): Please sign and email to Kyle Panasewicz at kylep@axon.com or fax to(480)905-2071 Thank you for being a valued Axon customer.For your convenience on your next order, please check out our online store buv.axon.com The trademarks referenced above are the property of their respective owners. ***Axon Internal Use Only*** SFDC Contract#: Order Type: RMA#: Address Used: Review 1 Review 2 SO#: Comments: Q-290208-44294.852 M D 13 Protect DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A9111F34 AXON Tigard Police Dept. - OR ATTENTION This order may qualify for freight shipping, please fill out the following information. What is the contact name and Kevin Cole - (503) 327-5471 phone number for this shipment? What are your receiving hours? 6:00 a.m. - 4:00 p.m. (Monday-Friday) Is a dock available for this Forklift off loading only - no dock incoming shipment? Are there any delivery Enter Public Works Yard to "Fleet Office" restrictions? (no box trucks, etc.) Q-289468-44295.655M D 14 Protect DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN Sourcewell Solicitation Number: RFP#010720 CONTRACT This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Axon Enterprise Inc., 17800 N. 85th St., Scottsdale, AZ 85255 (Vendor). Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada. Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and its Members (Members). 1. TERM OF CONTRACT A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below. B. EXPIRATION DATE AND EXTENSION. This Contract expires February 21, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor. C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract. 2. EQUIPMENT, PRODUCTS, OR SERVICES A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract. All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Member in advance, Equipment or Products must be delivered as operational to the Member's site. 1 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed. B. LAWS AND REGULATIONS. All Equipment, Products, or Services must comply fully with applicable federal laws and regulations, and with the laws of the state or province in which the Equipment, Products, or Services are sold. C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Member in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Member. D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list. 3. PRICING All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal. Regardless of the payment method chosen by the Member, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Member at the time of purchase. When providing pricing quotes to Members, all pricing quoted must reflect a Member's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Member's requested delivery location. A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. 2 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition. Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Member. B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption certification(s). When ordering, Members must indicate if it is a tax-exempt entity. C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract. When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined in Article 4 below. Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Members. 4. PRODUCT AND PRICING CHANGE REQUESTS Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator.This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must: • Identify the applicable Sourcewell contract number • Clearly specify the requested change • Provide sufficient detail to justify the requested change • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change) • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged. A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference. 3 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN 5. MEMBERSHIP, CONTRACT ACCESS, AND MEMBER REQUIREMENTS A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the United States and Canada; such as municipal, state/province, K-12 and higher education, tribal government, and other public entities. The benefits of this Contract should be available to all Members that can legally access the Equipment, Products, or Services under this Contract. A Member's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Member's use of this Contract is at the Member's sole convenience and Members reserve the right to obtain like Equipment, Products, or Services from any other source. Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Members to its roster during the term of this Contract. B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Member policies and procedures, and all applicable laws. 6. MEMBER ORDERING AND PURCHASE ORDERS A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, Member must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically a Member will issue a purchase order directly to Vendor. Members may use their own forms for purchase orders, but it should clearly note the applicable Sourcewell contract number. Members will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Member. B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order may be negotiated between a Member and Vendor, such as job or industry-specific requirements, legal requirements (such as affirmative action or immigration status requirements), or specific local policy requirements. Any negotiated additional terms and conditions must never be less favorable to the Member than what is contained in Vendor's Proposal. C. PERFORMANCE BOND. If requested by a Member, Vendor will provide a performance bond that meets the requirements set forth in the Member's purchase order. 4 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Member requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Member and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement. E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events: 1. The Member fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased; 2. Federal or state laws or regulations prohibit the purchase or change the Member's requirements; or 3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Member. F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Member's purchase order will be determined by the Member making the purchase. 7. CUSTOMER SERVICE A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for: • Maintenance and management of this Contract; • Timely response to all Sourcewell and Member inquiries; and • Business reviews to Sourcewell and Members, if applicable. B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to members, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information. 8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made). 5 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN The Report must contain the following fields: • Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address; • Customer City; • Customer State; • Customer Zip Code; • Customer Contact Name; • Customer Contact Email Address; • Customer Contact Telephone Number; • Sourcewell Assigned Entity/Member Number; • Item Purchased Description; • Item Purchased Price; • Sourcewell Administrative Fee Applied; and • Date Purchase was invoiced/sale was recognized as revenue by Vendor. B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Members. The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Members under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than forty-five (45) calendar days after the end of each calendar quarter. Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract. In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than thirty (30) days from the cancellation date. 9. AUTHORIZED REPRESENTATIVE Sourcewell's Authorized Representative is its Chief Procurement Officer. Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing. 6 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN 10.ASSIGNMENT, AMENDMENTS, WAIVER,AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld. B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties. C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it. D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses.This Contract does not create a partnership,joint venture, master- servant, principal-agent, or any other relationship. 11. LIABILITY Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. 12.AUDITS Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years from the end of this Contract. This clause extends to Members as it relates to business conducted by that Member under this Contract. 13. GOVERNMENT DATA PRACTICES Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract. 7 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request. 14. INTELLECTUAL PROPERTY As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Members by any person on account of the use of any Equipment or Products by Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright laws. 15. PUBLICITY, MARKETING, AND ENDORSEMENT A. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract. B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract. C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services. 16. GOVERNING LAW,JURISDICTION,AND VENUE Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota. 17. FORCE MAJEURE Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default. 18. SEVERABILITY If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the 8 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed. 19. PERFORMANCE, DEFAULT, AND REMEDIES A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows: 1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties. 2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have thirty (30) calendar days to cure an outstanding issue. 3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Members as a result of such failure to proceed will be borne by the Vendor. B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Member order under this Contract, in default: 1. Nonperformance of contractual requirements, or 2. A material breach of any term or condition of this Contract. Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may: • Exercise any remedy provided by law or equity, or • Terminate the Contract or any portion thereof, including any orders issued against the Contract. 20. INSURANCE A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following: 9 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN 1. Workers'Compensation and Employer's Liability. Workers' Compensation: As required by any applicable law or regulation. Employer's Liability Insurance: must be provided in amounts not less than listed below: Minimum limits: $500,000 each accident for bodily injury by accident $500,000 policy limit for bodily injury by disease $500,000 each employee for bodily injury by disease 2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract. Minimum Limits: $1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury $2,000,000 aggregate for Products-Completed operations $2,000,000 general aggregate 3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer). Minimum Limits: $1,000,000 each accident, combined single limit 4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile. Minimum Limits: $2,000,000 5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract. Minimum Limits: $2,000,000 per claim or event 10 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN $2,000,000—annual aggregate 6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data —including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default. B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s)to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty (30) days' prior written notice to the Vendor. Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within ten (10) days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract. C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsements) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance 11 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies). F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of$10,000 is subject to Sourcewell's approval. 21. COMPLIANCE A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold. B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Members. 22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing. Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota, the United States federal government, or any Member. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time. 23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER UNITED STATES FEDERAL AWARDS OR OTHER AWARDS Members that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Members may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government. The following list only applies when 12 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN a Member accesses Vendor's Equipment, Products, or Services with United States federal funds. A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60- 1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference. B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions. C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. § 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction 13 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above. E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above. F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award 14 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of three (3) years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition. K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents. L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 24. CANCELLATION 15 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 010720-AXN Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon sixty (60) days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal. Termination of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to termination. Sourcewell Axon Enterprise Inc. DocuSigned by, DocuSigned by: By: _ -�"�y S(6a f� By: of{ Nrf4 COFD2A139106489... B8264760BE634B7... Jeremy Schwartz Matt Ivlorstacl Title: Director of Operations & Title: VP of Sales Operations Procurement/CPO Date:2/19/2020 1 7:59 PM CST Date: 2/25/2020 1 5:19 PM CST Approved- �D� occuSigneed� I by,,By7E42BSF817A64CC... Chad Coauette Title: Executive DirectoCEO Date: 2/19/2020 1 8:0Y PM CST 16 Rev.4/2019 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 RFP 010720 - Public Safety Video Surveillance Solutions with Related Equipment, Software and Accessories Vendor Details Company Name: Axon Enterprise, Inc. Does your company conduct business under any other name?If AZ yes, please state: 17800 N.85th Street Address: Scottsdale,Arizona 85255 Contact: Sales Ops Email: contracts@axon.com Phone: 480-905-2000 Fax: 480-991-0791 HST#: 86-0741227 Submission Details Created On: Thursday November 07,2019 11:59:02 Submitted On: Monday January 06,2020 14:07:20 Submitted By: Sales Ops Email: contracts@axon.com Transaction#: a4a22ffc-a3fb-4a19-97b1-c7ee7cdcf084 Submitter's IP Address: 74.206.119.243 Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Specifications Table 1: Proposer Identity &Authorized Representatives Line Item Question Response* 1 Proposer Legal Name (and Axon Enterprise, Inc. applicable d/b/a, if any): 2 Proposer Address: 17800 N 85th St. 3 Proposer website address: www.axon.com 4 Proposer's Authorized Matt Morstad, VP of Sales Operations Representative (name, title, 17800 N 85th St. address, email address & phone) Scottsdale, AZ 85255 (The representative must have 800-978-2737 authority to sign the "Proposer's Assurance of Compliance" on behalf of the Proposer): 5 Proposer's primary contact for this Veronica Lorenzen, Proposal Manager proposal (name, title, address, 17800 N 85th St., Scottsdale, AZ, 85255 email address & phone): vlorenzen@axon.com, 480-515-6311 6 Proposer's other contacts for this Allen Sliper, Account Executive proposal, if any (name, title, 17800 N 85th St., Scottsdale, AZ, 85255 address, email address & phone): asliper@axon.com, 858-353-3228 Table 2: Company Information and Financial Strength �Line Item Question Response* Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 7 Provide a brief history of your company, Since 1993, Axon Enterprise, Inc. has been committed to delivering safe, secure including your company's core values, solutions for law enforcement, militaries, and citizens. From our humble beginning as business philosophy, and industry longevity TASER International, Inc. to now, we have worked diligently to develop a network of related to the requested equipment, products TASER smart weapons, body cameras, and industry-leading cloud-based evidence or services. management software to help accomplish a singular goal—to protect life. Over this time, we have partnered with more than 7,500 law enforcement agencies to deploy tailored solutions designed to preserve transparency and truth. With 10 offices based in Arizona, Washington, Australia, Canada, Finland, Germany, India, the Netherlands, the United Kingdom, and Vietnam, Axon's team of more than 1,000 employees continue to define smarter policing through the development of industry-leading technology solutions. We are Axon. Axon is a market-driven organization dedicated to solving real problems for law enforcement agencies. We create meaningful value through high-quality products, enhanced technology solutions and extraordinary service. We are proud of the values with which we conduct our business. We instill a culture of morality and good ethical conduct in all our business practices. We have and will continue to uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions, both internally and in dealings with our customers, vendor, suppliers and other business relationships. To this end, our Code of Business Conduct and Ethics Code serves to (a) emphasize the Company's commitment to ethics and compliance with the law; (b) set forth basic standards of ethical and legal behavior; (c) provide reporting mechanisms for known or suspected ethical or legal violations; and (d) help prevent and detect wrongdoing. All employees are required to read and sign our Code of Business Conduct and Ethics policy, which is available on our website https://www.axon.com/legal. Additionally, our employees and business practices are guided by our core values, which are: BE OBSESSED: Walk with the customer as you transform their world. We never want to develop or sell something that you don't want or need. We're obsessed with creating products that solve real problems and add value. If it doesn't benefit you, then we rethink what we're doing. AIM FAR: Think big with a long-term view. We want to reinvent the world to be a safer, better place. We've failed spectacularly a few times, but that's what you get when you aim for the stars. That's our final destination. WIN RIGHT: Win with integrity. We are fiercely competitive and have an unquenchable thirst to win, but we don't think winning and doing the right thing are mutually exclusive. Our challenge is to make them synonymous, and never compromise our integrity. OWN IT: Commit, take action, and deliver. We empower individuals to step up and take initiative. Be an owner and see things through to completion. That's the only way we've been able to succeed as a company, and it's the only way we will continue to grow. JOIN FORCES: Act as one global team. Creating the future is a team sport. When a company scales globally in 40 different markets with multiple technology stacks ranging from wearables and cloud to electronic weapons, you need teamwork. We're one global team committed to an audacious vision. EXPECT CANDOR: Deliver with respect and assume positive intent. Candor gets critical issues elevated, puts truth on the table, and gets us to the right answer faster. How can we be the best version of ourselves and the best company we can be, if we can't offer and be given critical feedback? 8 Provide a detailed description of the products Axon is offering a number of products that will fit the needs of Sourcewell members. and services that you are offering in your We have detailed our various offerings under the headers below. proposal. AXON EVIDENCE Axon Evidence is a robust end-to-end solution that not only allows agencies to store data, it also enables new workflows for managing and sharing that data securely - from anywhere. Officers and command staff can upload content from Axon and TASER devices or other systems easily, manage it simply with search and retrieval features, and then collaborate effortlessly with prosecutors and other partners by using powerful sharing features. When storage needs increase, the cloud-based system allows agencies to scale instantly and cost-effectively. Within Axon Evidence, access to information is governed by the agency-defined access control system built into the solution. Each Axon Evidence user is assigned a role. Roles determine a user's permissions, which control levels of access to features and functions. Additionally, Axon Evidence provides many security features to secure digital evidence including password complexity requirements, failed login limits, and enforced timeout settings. Multi-factor authentication (MFA) options are also Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 configurable for user login and prior to administrative actions. Evidence data is hashed (SHA) to ensure a robust chain of custody. Original evidence data is never changed. All modifications are handled by creating new, derivative files. Axon Evidence provides users with easy, straightforward methods of searching, reviewing, managing and sharing digital evidence. Axon Evidence uses category types to organized stored video, simplifying the search process for your agency users. All categories are set by your agency to reflect your policies and desired structure. This categorization also facilitates database management by automatically ensuring that only relevant evidence is retained in the system. Every event that is captured and uploaded to Axon Evidence can be assigned a category to determine how long it is retained in the system. Proper categorization is important to ensure that incidents remain in the system for the appropriate amount of time. Categories include policy settings for evidence retention and restricted access for especially sensitive evidence. Additionally, numerous metadata tags can be applied to evidentiary assets. These metadata fields are included in the searching interface to help you locate the evidence you need quickly and efficiently. ID, title, notes and tags are free text, user- defined values. Custom metadata fields will also be available to narrow search results on the advanced search page. Axon Evidence features a full redaction suite natively within the application allowing users to redact what can be seen and heard in video evidence files. Axon Evidence never alters the original video evidence file when you create a clip or a redaction. Authorized users will have access to automated redaction and skin blurring redaction. Redaction Studio tools include options for frame-by-frame manual redaction, Spray Paint redaction (manual redaction during playback), real-time object-tracking redaction, and audio file redaction. Editing tools include the ability to create markers and clips, update or add metadata (e.g., notes, title, ID) and create photos from video stills. Access Lists control internal and external user access to files in Axon Evidence. Each piece of evidence has its own access list, so you can individually manage access as needed. You can set the sharing duration period and the access level to the file shared (e.g., share or download). Axon Evidence is a turnkey digital evidence management solution, so it acts as a single repository for all your digital evidence. Axon-captured video and digital evidence files (such as crime scene photos, documents and third-party video) can all be managed from one place — Axon Evidence. AXON BODY 3 The Axon Body 3 is Axon's next-generation body camera - improving upon the simplicity and functionality of its predecessor with improved camera and audio quality, faster offload and recharging, and improved device security and durability. The camera also unlocks significant improvements in officer safety and functionality through greater device intelligence and connectivity. The Axon Body 3 utilizes a new image sensor and improved microphones to provide the highest quality evidence, especially in low-light environments. Enhanced device intelligence and Axon Signal wireless activation capability allows officers to focus on the situations at hand. Axon Aware is Axon's new real-time situational awareness technology. The camera is connected to LTE - similar to a cell phone - and can livestream to Axon Evidence instantaneously so that authorized supervisors, incident commanders, real-time crime centers or other designated resources have better information from the field. This LTE capability also opens the door for a wide variety of potential future features, including critical evidence offloading from the field, "find my camera" locator functionality, and much more that will be added in future firmware releases. Other Axon Aware features include real-time alerts and notifications, including gunshot detection. Additional capabilities will be added over time, and Axon Aware itself will also eventually be incorporated into other Axon products. Axon Aware features require a separate subscription, of which there are two tiers, Axon Aware and Axon Aware+. The specific capabilities within each tier will evolve over time, but the main difference as it relates to policy development is that the Axon Aware+ tier enables Iivestreaming from all Axon Body 3 cameras, while the Axon Aware tier does not. How does Axon Aware work in a real-world situation? In the field, let's say an officer gets a call of a domestic disturbance and begins a recording. Back at the station, a supervisor opens the Aware tab in Axon Evidence; the live map shows the officer's GPS marker and other camera details. As the officer arrives on scene, he is confronted by the DV suspect and broadcasts a quick but incomplete radio call. The Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 supervisor activates livestreaming and sees the hostile suspect advancing on the officer. The officer is notified through feedback on the device that the video is being livestreamed. The supervisor radios backup to respond Code 3 as she also heads to your location. She broadcasts the description of the assailant to dispatch and other responders. Backup arrives in time to help take the suspect into custody without further incident. The Axon Body 3 also includes new security features, which provide greater device security for data on the camera, in transit, or in the case that the camera is lost or stolen. The solution allows for faster offload and recharge in comparison to other products on the market. Other features and benefits of the Axon Body 3 include: Improved Video: Provides up to 4x better video quality Multi-Microphone Audio: Provides ultra-clear audio recording Unmatched Durability: Built to withstand extreme weather Full-Shift Battery: Never worry about battery life in the field Pre-Event Buffer: Configurable up to 120 seconds with optional audio capture Advanced Detection & Wireless Activity: Greater device awareness allows for broader camera activation methods High Speed Offload & Charging: Offload evidence and charge quickly On- Device Encryption Advanced Telemetry: Embedded GPS and accelerometer Dock: Dock supports offload and charging of up to eight cameras Versatile Mounts: New mount keeps the camera secure without magnets or puncturing shirts AXON BODY 2 The Axon Body 2 is a self-contained audio-visual body-worn camera unit with no external wires. Numerous mounting options are offered and accommodate uniforms, belts, outerwear including jackets, and tactical and SWAT vests without any alteration to equipment. The Axon Body 2 was designed specifically for use in tactical policing situations to capture events as seen by the officer. Activation of event recording is simple and accessible, making it easy for officers to operate the device in high-stress situations. Recordings are initiated with a single event button located on the front of the device, so an officer can easily reach it with one hand. The solution supports a Dock & Walk Workflow. At the end of a shift, officers insert their cameras into the Axon Dock. The dock charges the cameras and updates firmware, while securely uploading videos. FEATURES & BENEFITS HD Video: The industry's best low-light video records in 1080p HD Full-shift Battery: Lasts for a full shift (over 12 hours) Configurable Pre-Event Buffer: Capture up to 2 minutes before an event Dual-Channel Audio: Camera records two audio channels Axon Signal Wireless Activation: Cameras start recording automatically based on Pre-defined triggers Optional Mute: Disable audio in the field to support dual-party consent Mobile Applications: Tag and replay videos from the field with Axon View RapidLock Mounts: Versatile mounts are designed for versatility and comfort, while keep the camera steady TECHNICAL SPECIFICATIONS Field of View: 143 Degrees Recording Capacity: Up to 70 Hours Depending on Resolution Video Quality: 30 frames per second; resolution spanning 480p - 1080p Battery: Rechargeable lithium-ion polymer battery (3000 mAH capacity) Weather Resistance: IEC 60529 IP67 (dust, water); MIL-STD-81OG (Salt fog) Humidity: 95% non-condensing Operating Temperature: -4 °F To 122 °F [-20 °C To 50 °C] Rugged: Drop tested from up to 6 Feet — camera is housed in high-impact polymer AXON FLEX 2 The Axon Flex 2 is a point-of-view camera that provides multiple options for wearing the camera to suit your officers' needs in the field. The 120° field of view lens captures events as experienced by the wearer. The camera is connected to a controller, which houses the battery, with one cable. The Axon Flex 2 camera can be mounted on Oakley Flak Jacket® glasses, ball caps, uniform collars and epaulettes, a lowrider headband, on a vest, and motorcycle Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 and SWAT helmets. The solution supports a Dock & Walk Workflow. At the end of a shift, officers insert their cameras into the Axon Dock. The dock charges the cameras and updates firmware, while securely uploading videos. AXON FLEX 2 FEATURES & BENEFITS HD Video — The industry's best low-light video records in 1080p HD Full-shift Battery — Lasts for over 12 hours covering an entire shift Configurable Pre-Event Buffer — Capture up to 2 minutes before an event Dual-Channel Audio: Camera records two audio channels Axon Signal Wireless Activation — Cameras start recording automatically based on pre-defined triggers Optional Mute — Disable audio in the field to support dual-parry consent Mobile Application — Tag and replay videos with the Axon View mobile app RapidLock Mounts — The system uses versatile mounts designed for versatility and comfort, while keep the camera steady TECHNICAL SPECIFICATIONS Field of View — 120 degrees Recording Capacity — Up to 70 Hours depending on resolution Video Quality — 30 frames per second; resolution spanning 480p to 1080p Battery — Rechargeable lithium-ion polymer battery (3600 mAh capacity) Weather Resistance — IEC 60529 IP54 (dust, rain); MIL-STD-81OG (Salt fog) Humidity — 95 percent non-condensing Operating Temperature — -4° F to 122° F [-20° C to 50° C] Drop Test — Up to 6 feet; devices are housed in high-impact polymer Dimensions — Controller: (D1) 0.94 in, (D2) 1.14 in, (W) 2.45 in, (H) 3.0 in; Camera: (L) 2.9 in, (H) 0.75 in, (W) 0.74 in Weight — Controller: 4.4 oz., Camera: 0.88 oz AXON FLEET Axon Fleet integrates effortlessly with Axon body-worn cameras to optimize functionality and utilizes software driven features to minimize the costs and constraints of excessive hardware components. Axon Fleet 2 is more than just a dash camera; it's part of a powerful platform that connects mobile, cloud, and wearable technologies. The cameras feature wide-angle lenses and HD video to ensure top quality recording. Axon Fleet includes front and back cameras with features like infrared and zoom. And it offers you things you don't always associate with in-car systems, like simple pricing, over-the-air updates so you never have to worry about manual work, and integrations with Axon's body cameras and evidence management system to save you time. The rotatable front camera's low-profile design and improved mounting maximizes the officer's field of view and provides clear, stable video. Its digital zoom makes license plates readable at up to 30 feet. Axon solutions simplify your existing processes. As part of the Axon platform, Axon Fleet works seamlessly with Axon body cameras and Axon Evidence to capture the full story. Once uploaded to Axon Evidence, you'll get the full account of an incident by viewing multiple time-synchronized videos on one screen. Securely share and track digital evidence across public safety stakeholders with smart features such as redaction, digital verification, and audit logs. Axon Fleet includes handsfree camera activation via Axon Signal technology with configurable triggers, including such as light bar activation, door, vehicle speed, acceleration, crash and weapon rack. Focus on the task at hand and spend less time managing technology. Fleet 2 doesn't include a DVR, saving you precious space in your vehicle. Stream, tag, and replay any camera's videos, plus write notes and upload footage, right from your MDT with the Axon View XL application. You won't need to spend time categorizing videos - with Auto-Tagging, all Fleet and Axon body camera videos will be tagged automatically using data from your CAD or RMS system. Multicam playback allows videos that were recorded by different body-worn and in-car cameras (in the same location and time) to be played back together in Axon Evidence, allowing users to view an incident from multiple vantage points. Since each video can have its own audio feed, the audio selector in the center of the media player controls is used to select which audio track is used during playback. Axon body-worn and in-car cameras work either as standalone devices or in conjunction with one another. The two systems integrate seamlessly, extending the Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 overall capabilities of the Axon Evidence ecosystem. This cross functionality allows users to categorize and label video on both Fleet and body cameras from the Axon View XL software application. When uploaded to Axon Evidence metadata added in the field is ingested with the video files. AXON INTERVIEW The needs of our law enforcement customers guide our work, as is clearly illustrated in the design of Axon Interview, our in-precinct evidence capture solution. We have found that the challenges faced by our customers center around three things: the quality of evidence captured, the ease of managing that evidence, and the security of data storage and backup. There is no discounting the importance of quality when it comes to digital evidence capture. Axon and the interview room development team spent countless hours designing a solution to deliver technology that doesn't compromise on quality for the sake of cost or usability. Our cameras are offered in several overt and covert configurations to capture multiple perspectives, and each one will give you the detail and reliability required by your stakeholders for your digital evidence. The technology infrastructure of the Axon Interview solution is Axon Evidence, a cloud- based digital evidence management software accompanied by built-in onsite redundancy for even more peace of mind. All you need to access a comprehensive evidence management toolkit is an internet browser. Axon Evidence offers powerful data searchability, integrated redaction, transcription services, automatic retention period assignment, unlimited categories, configurable user profiles, and many other advanced features. All activity is tracked by a full audit trail in the CJIS-compliant Axon Evidence platform. Axon Evidence makes interview recordings more accessible to your agency users, which makes your users more productive. Your evidence can now be uploaded, viewed, clipped, redacted, and shared by any authorized user. You can also live stream from up to four cameras at the same time. Security is the most important part of managing your evidence. Chain of custody considerations require that your selected technology solution work for you, not against you. The Axon Interview solution keeps your evidence data secure, from capture to courtroom. Onsite data redundancy ensures that your cameras never miss a moment of critical evidence. Axon Interview leverages your agency's local network to record interviews, using two recording servers. Once the interview is done, the footage will automatically trigger offload to Axon Evidence. Within Axon Evidence, your evidence will be available for your management, retrieval, and sharing within our CJIS-compliant infrastructure. ACCESSORIES AXON BODY 3 DOCK The Axon Body 3 Dock provides a network connection for Axon Body 3 cameras to Axon Evidence, so the cameras can upload evidence and download camera updates. While information is securely transferred to your organization's account, the dock also recharges the camera's battery. The Axon Body 3 Dock only functions as an Ethernet adapter, an unmanaged network switch, and charger. This allows any Axon Body 3 camera to be docked in any Axon Body 3 Dock, and still connect to your Axon Evidence account to upload video. There are two types of Axon Body 3 Docks; a 1-Bay and an 8-Bay version. AXON BODY 2 DOCK The Axon Body 2 Dock provides a network connection for Axon Body 2 cameras to Axon Evidence, so the cameras can upload evidence and download camera updates. While information is securely transferred to your organization's account, the dock also recharges the camera's battery. At the conclusion of an officer's shift, they will place their Axon camera into the Axon Dock. All communication between the dock and Axon Evidence will be conducted over 256-bit AES encryption. A SHA-2 cryptographic hash function is applied to each MP4 video captured; this functions as a digital fingerprint for each video captured. As the MP4 video file is uploaded, it is broken into small blocks of data. At the completion of each block uploading, a SHA-2 hash function is applied to ensure authenticity and that data has uploaded in its entirety. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 In the event of an internet service interruption, the upload will resume at the last successful block. This includes if an officer must remove their Axon camera from the Dock mid-upload. At the completion of the upload, the same method that was used to validate the blocks, a contiguous checksum of the entire file will be evaluated to ensure that the MP4 file has been uploaded successfully and identical to when it was recorded. The SHA-2 cryptographic hash function is applied to ensure authenticity and that the complete file has uploaded. Once files are verified, they are deleted from the Axon camera. There are two types of Axon Body 2 Docks; a 1-Bay and a 6-Bay version. Each version comes with a dock core piece, which the bays connect with. AXON FLEX 2 DOCK The Axon Flex 2 Dock provides a network connection for Axon Flex 2 cameras to Axon Evidence, so the cameras can upload evidence and download camera updates. While information is securely transferred to your organization's account, the dock also recharges the camera's battery. At the conclusion of an officer's shift, they will place their Axon camera into the Axon Dock. All communication between the dock and Axon Evidence will be conducted over 256-bit AES encryption. A SHA-2 cryptographic hash function is applied to each MP4 video captured; this functions as a digital fingerprint for each video captured. As the MP4 video file is uploaded, it is broken into small blocks of data. At the completion of each block uploading, a SHA-2 hash function is applied to ensure authenticity and that data has uploaded in its entirety. In the event of an internet service interruption, the upload will resume at the last successful block. This includes if an officer must remove their Axon camera from the Dock mid-upload. At the completion of the upload, the same method that was used to validate the blocks, a contiguous checksum of the entire file will be evaluated to ensure that the MP4 file has been uploaded successfully and identical to when it was recorded. The SHA-2 cryptographic hash function is applied to ensure authenticity and that the complete file has uploaded. Once files are verified, they are deleted from the Axon camera. There are two types of Axon Flex 2 Docks; a 1-Bay and a 6-Bay version. Each version comes with a dock core piece, which the bays connect with. The bays contain a slot both for the camera and for the battery. AXON BODY CAMERA MOUNTS Axon offers a variety of mounts to suit individual needs. Some mounts are optimized for security in tactical situations (Z-Bracket, Magnet, and Molle Mounts), while others provide more versatility (Shirt Pocket, Clip, and Velcro mounts). The following mounts are designed to be used with the Axon Body 3, the Axon Body 2, or the Axon Flex controller: Z-Bracket Mount: The Z-Bracket Mount inserts between the buttons of a shirt. This mount is available in both male and female uniform orientations. Magnetic Mount Options: We offer two powerful magnetic mounts to accommodate different uniform attire and give the wearer a broad choice of mounting locations. The Flexible Magnet Mount is intended for lighter-weight uniform shirts, and the Outerwear Magnet Mount is for coats and heavier garments. Molle Mount Options: Molle mounts attach to the Molle straps on tactical vests and can withstand >100lbs of retention force. The Single Molle Mount is lighter and more flexible than the Double Molle Mount, which provides more lateral stability. Wing Clip Mount: The Wing Clip Mount consists of two pieces that make use of clipping and slot-and-key features to grip the fabric and provide strong retention. The mount is non-magnetic, lightweight, and versatile in placement owing to a hole feature that allows mounting over buttons or zippers. Furthermore, the outer piece can be rotated to the appropriate orientation per surface markings, so that the mount can be worn over single or double layers of fabric. This mount is compatible with a number of type B and C uniforms. Shirt Pocket Mounts: We offer the 4" and 6" Shirt Pocket Mounts that attach easily to uniform shirt pockets of various sizes. Clip Mount: The Clip Mount is simple in design and easy to fasten. This mount permits numerous mounting locations for non-tactical use. Velcro Mount: The Velcro Mount attaches to uniforms and vests with Velcro patches. Note that the back of the mount must be sewn onto or otherwise affixed to the uniform. The following mounts are designed to be used with the Axon Flex camera portion and offer flexibility: Oakley Eyewear Mount: The Flex 2 camera can be attached to Oakley Flak Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Jacket® glasses with the Oakley Eyewear Mount. This mount positions the camera at eye-level, designed to capture the officer's direct point-of-view. Ball Cap Mount: The Flex 2 camera can be worn with officer headgear, including ball caps, using the magnetic Ball Cap Mount. One magnetic clip is placed on the inside of the cap while the rest of the assembly overlaps on the outside, held securely in place by magnetic force. The camera clips into the outer assembly and sits near the officer's eye-level. Lowrider Headband Mount: The Lowrider Headband Mount is a comfortable frame that wraps around the back of the head with a Flex 2 camera clip mounted on the front end. Like the Oakley Eyewear Mount, the headband places the camera at eye-level to capture an officer's true perspective of events. Collar Mount: The Collar Mount consists of a magnetic clip with an attached Flex 2 camera clip and a metal collar support bar designed to wrap underneath the collar (around the back of the neck) for stability. The magnetic clip attaches to the shirt collar to mount the camera above shoulder-level. Epaulette Mount: If an officer's uniform shirt has epaulettes, the Flex 2 camera can attach to the shirt with the Epaulette Mount. The mount can be positioned to place the camera above or below the epaulette to capture the desired perspective. Over Vest Mount: The Over Vest Mount attaches to vests worn in the field. In tactical situations, this mount provides the same level of stability and accessibility as the epaulette mount. Helmet Mount: The Helmet Mount attaches the camera to most smooth, hard surfaces, like helmets, using a suction mechanism. The mount can be placed anywhere on the gear that can achieve suction. SWAT Mount: SWAT officers know better than anyone that body-worn cameras can be knocked off in highly physical situations. That's why we've developed a mount that secures the full Axon Flex 2 system to a SWAT officer's helmet and arc rails and holds true through intense, highly active incidents. With the SWAT Mount, the Flex 2 camera and controller both attach to the SWAT helmet, consolidating the system on the helmet and avoiding any interference with other gear. AXON SIGNAL Axon Signal technology enables Axon cameras to sense nearby events and start recording. The Axon Signal Vehicle Unit (ASV)—a device installed in the patrol vehicle— broadcasts a beacon to Axon cameras in range when specific events are reported. ASV is included as part of the Axon Fleet in-car solution but can be purchased by separately by agencies if they desire. The following vehicle triggers can be configured by the system to begin recording: Light bar/siren activation Door sensor Exceeding a specified speed Rapid acceleration Crash detection Removing a weapon from the vehicle rack In addition to the ASV, we offer the following Axon Signal products: Axon Signal Performance Power Magazine (SPPM) – The SPPM is an accessory (battery) for TASER conducted energy weapons (CEWs). Using Axon Signal technology, the SPPM activates cameras when the CEW is armed, the trigger is pulled, or the arc is engaged. CEWs are not a part of the scope of this RFP, but as the SPPM integrates with the Axon video solutions, it is being included to ensure our offering meets all Member needs. Axon Signal Sidearm – This easy-to-install smart sensor accessory attaches to the outside of most sidearm holsters and activates if a sidearm is removed from the holster. The action of drawing your weapon will trigger surrounding cameras to start the recording process, thus eliminating manual manipulation. That way, your officers can be confident truth and transparency are being upheld through video and audio documentation. The benefits of Axon Signal products include: It's easy – Record events without lifting a finger. This keeps officer focus on critical incidents. It tells a story – Collect key information about incidents, from the triggers that activate your camera to the video evidence captured on scene. It's reliable – Choose the triggers that activate your camera, so recording starts when your policy says it should. Axon Signal technology integrates seamlessly into your routine, so you don't have to worry about manually recording, whether you're driving your vehicle, using a TASER CEW, or drawing your firearm. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 9 What are your company's expectations in the Upon notification that Axon has been awarded, we will work expeditiously to complete event of an award? contract negotiations with Sourcewell. Due to the nature of contract negotiations, an exact timeframe cannot be provided. Once a contract is in place, Axon will begin marketing efforts to promote the Sourcewell Cooperative. We understand the projected value of USD$35 Million. However, we understand that this is projected only, and is not guaranteed. Overall, we hope to partner with Sourcewell to bring our industry-leading law enforcement solutions to more customers by using your cooperative to make the procurement process easier and more transparent for purchasers. 10 Demonstrate your financial strength and Axon is a publicly traded company; all financial information is available at stability with meaningful data. This could hftp://investor.axon.com. include such items as financial statements, SEC filings, credit and bond ratings, letters NET SALES of credit, and detailed reference letters. Net sales were $420 million and $343.8 million for the years ended December Upload supporting documents (as applicable) 31, 2018 and 2017, respectively, an increase of $76.2 million. in the document upload section of your Net sales were $343.8 million and $268.2 million for the years ended response. December 31, 2017 and 2016, respectively, an increase of $75.6 million or 28.2%. Net sales were $268.2 million and $197.9 million for the years ended December 31, 2016 and 2015, respectively, an increase of $70.4 million or 35.6%. Net sales were $197.9 million and $164.5 million for the years ended December 31, 2015 and 2014 - an increase of $33.4 million or 20.3%. NET INCOME Our net income decreased by $12.1 million to $5.2 million for the year ended December 31, 2017 compared to $17.3 million in 2016. Net income per basic and diluted share was $0.10 for 2017 compared to $0.33 and $0.32 per basic and diluted share, respectively, for 2016. Our net income decreased by $2.6 million to $17.3 million for the year ended December 31, 2016 compared to $19.9 million 2015. Net income per basic and diluted share was $0.33 and $0.32 for 2016, respectively, compared to $0.37 and $0.36 per basic and diluted share for 2015, respectively. Our net income was $19.9 million for the years ended December 31, 2015 and 2014. Net income per basic share was $0.37 and $0.36 per diluted share, respectively, for 2015 compared to $0.38 and $0.37 per basic and diluted share, respectively for 2014. Additionally, we have included our Q3 2019 SEC Quarterly Report and 2018 audited financials in the document upload section. These are the most recently available reports as of this submission. 11 What is your US market share for the In 2018, Axon held an estimated 22.6% of the US and Canadian market share for solutions that you are proposing? police and law enforcement body worn cameras, in-car video, and digital evidence management. Our US market share and Canadian market share are grouped together by IHS Markit, who provided the 2018 report on which this response is based. Axon is bidding or has won every major city deal in the U.S. market with our Axon body-worn camera platform. Since market adoption is moving very rapidly and many agencies are in trial currently, it's very difficult to say what our market share is specifically; but we are certainly the leader in body-worn camera solutions in the United States. Globally, Axon currently works with over 7,500 agencies and has over 397,800 users on our platform. 12 What is your Canadian market share, if any? In 2018, Axon held an estimated 22.6% of the US and Canadian market share for police and law enforcement body worn cameras, in-car video, and digital evidence management. Our US market share and Canadian market share are grouped together by IHS Markit, who provided the 2018 report on which this response is based. Axon is actively engaged in the Canadian market; however, we see adoption lagging the U.S. We anticipate our share to be very strong there in the long term. Axon offers a unique full ecosystem solution that will continue to lead the market. Globally, Axon currently works with over 7,500 agencies and has over 397,800 users on our platform. 13 Has your business ever petitioned for Axon has never petitioned for bankruptcy protection. bankruptcy protection? If so, explain in detail. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 14 How is your organization best described: is it a) N/A a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever b) Axon Sales Representatives play a pivotal role in knowing business needs and question (either a) or b) just below) best applying technological solutions to solve potential challenges. These representatives applies to your organization. must have a "business mindset," that enables them to understand complex challenges a) If your company is best described as a and present solutions that might solve these. They are employees of Axon Enterprise, distributor/dealer/reseller (or similar entity), Inc. Some sales representatives work from our main office in Scottsdale, AZ. Others provide your written authorization to act as a work throughout the United States and globally. distributor/dealer/reseller for the manufacturer Regarding services, Axon Professional Service employees support and install the of the products proposed in this RFP. If majority of our products. Axon utilizes ProLogic for some aspects of installation of applicable, is your dealer network our Axon Fleet and Axon Interview solutions. Axon handles technical support and independent or company owned? repairs for all of its manufactured products. b) If your company is best described as a manufacturer or service provider, describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP. Are these individuals your employees, or the employees of a third party? 15 If applicable, provide a detailed explanation AXON EVIDENCE outlining the licenses and certifications that Axon's compliance demonstrates our commitment to providing a trustworthy platform are both required to be held, and actually and offers customers a way to understand the controls that have been put in place held, by your organization (including third to secure Axon Evidence and their data. Axon holds the following certifications, in parties and subcontractors that you use) in partnership with Microsoft Azure, for Axon Evidence. pursuit of the business contemplated by this RFP. CJIS Compliant ISO/IEC 27001:2013 Certified - Information Security Management Standards ISO/IEC 27018:2014 Certified - Code of Practice for Protecting Personal Data in the Cloud CALEA Standard 17.5.4 Compliant SOC 2+ Report Cloud Security Alliance - CSA STAR Attestation (Level Two) Cloud Security Alliance - CSA STAR Self-Assessment (Level One) FedRAMP Joint Authorization Board (JAB) Provisional Authority to Operate (P- ATO) at the Moderate Impact Level (applicable only to the US Federal Region of Axon Evidence). Axon has achieved a FedRAMP Joint Authorization Board (JAB) Provisional Authority to Operate (P-ATO) at the Moderate Impact Level. Axon's Compliance website (https://www.axon.com/trust/compliance) includes additional information on our security certifications as well as copies of certificates and compliance documentation. AXON BODY CAMERAS Batteries used in Axon body-worn cameras meet the following safety standards. UL1642 UL2054 IEC 62133 AXON FLEET The Axon Fleet solution is wholly FCC certified, the Axon Fleet camera FCC ID is X4GS00947. Per the component-based standards as set by Electronic Industries Association (EIA), Axon Fleet utilizes industry standard components, which meet all necessary standards for sale and use in the United States. Axon Fleet's communication interfaces are designed to IEEE 802.15.1 and IEEE 802.11 guidelines and is IEC 60529 and IEC55022 compliant. Axon Fleet has been tested to and meets ISO 16750-2:2012, ISO 17215- 1:2014, and ISO 13766:2006. The system hardware components of the system are low-voltage devices. Axon Fleet batteries comply with UL 1642 and UL 2054. Axon Fleet batteries are UL 1642 compliant. QUALITY ACCREDIDATIONS MANUFACTURING ISO 9001 — Axon is accredited to design, develop, manufacture, distribute, and provide services for public safety solutions including, but not limited to digital video recorders and accessories used in the law enforcement industry. These products and services are manufactured and supported according to ISO standards. INFORMATION SECURITY ISO 27001 — Axon is aligned with the scope of the ISO 27001 certification; the Information Security Management System that governs all customer data that resides in the Axon Evidence application. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 16 Provide all "Suspension or Disbarment" Axon has not been suspended or disbarred in the past ten years. information that has applied to your organization during the past ten years. 17 Within this RFP category there may be Our included pricing is split into the following subcategories: Axon Flex 2 Camera subcategories of solutions. List subcategory Hardware and Accessories, Axon Body 2 Camera Hardware and Accessories, Axon titles that best describe your products and Body 2 Camera and Flex 2 Controller Mounts, Axon Body 3 Camera Hardware and services. Accessories, Axon Signal Hardware and Services, Axon Fleet 2 Package, Axon Fleet 2 Cradlepoint Router Bundle, Axon Fleet 2 Wireless Offload Servers and Installation, Axon Fleet 2 Installation and Professional Services, Axon Interview Room, Axon Dock Hardware, Customer Care Extended Warranty, Axon Evidence Services, and Axon Professional Services. Table 3: Industry Recognition & Marketplace Success Line Question Response* Item 18 Describe any relevant industry awards or In 2017 Axon won Best Companies AZ 100 Best Arizona Companies Winners recognition that your company has received List under the Star category: At the height of their powerful success, these in the past five years companies are masters of their fields, inspiring confidence in customers and employees alike. TASER won AZ Big Media's Ranking The Best of Arizona Business first place for "Products Made in Arizona" category for the 2017 edition of Ranking Arizona In 2016, the TASER CEO won the OneNeck IT Solutions Lifetime Achievement Award during the 13th annual 2016 Governor's Celebration of Innovation Awards (GCOI) presented by Avnet In 2015, TASER announces its largest camera order to date — the London Met will deploy 22,000 body-worn cameras In 2015, TASER is named in Fortune magazine's list of Fastest Growing Companies in 2015 In 2015, TASER and Microsoft Azure announce partnership to deliver cloud platform for Law Enforcement 19 What percentage of your sales are to the In the past three years, approximately 5% of our video solution sales were to the governmental sector in the past three years federal/military sector. 20 What percentage of your sales are to the In the past three years, approximately 6% of our video solution sales were to the education sector in the past three years education sector. 21 List any state or cooperative purchasing NASPO (*was not in effect until Q1 2017): $37,618,180 contracts that you hold. What is the annual National IPA/Omnia Partners: $37,848,888 sales volume for each of these contracts National Procurement Partners: $60,017,370.59 over the past three years? Charlotte Cooperative Purchasing Alliance: $13,102,684 Texas BuyBoard: $43,191,589 State of Maryland: $4,830,002 State of Minnesota: $4,487,809 State of New Jersey: $3,623,496 State of Pennsylvania: $2,781,531 Texas DIR: $21,294,418 Please note the dollar amounts represent the total contract value. Since most Axon sales are for a five-year term, the below values represent the overall contract value of a five-year period and are not fully indicative of sales over the last 3 years. 22 List any GSA contracts that you hold. What Axon does not hold any GSA contracts. is the annual sales volume for each of these contracts over the past three years? Table 4: References/Testimonials Line Item 23. Supply reference information from three customers who are eligible for Sourcewell membership. Entity Name* Contact Name* Phone Number* Burbank Police Department, California Jason Miller 818-238-5096 Gilbert Police Department, Arizona Noah Baker 480-635-7326 Avondale Police Department, Arizona Lt. Mathew Hintz 623-333-7302 Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Table 5: Top Five Government or Education Customers Line Item 24. Provide a list of your top five government, education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s), size of transaction(s), and dollar volumes from the past three years. Entity Name Entity Type* State/ Scope of Work* Size of Transactions* Dollar Volume Past Three Province* Years* Chicago Government Illinois-IL 8,500 body-worn cameras, 5,000 $40 - $38M $73M Police CEWs Department Philadelphia Government Pennsylvania- 8,100 body-worn cameras, 2,700 $40 - $10M $24M Police PA CEWs Department Los Angeles Government California-CA 8,700 body-worn cameras, 6,700 $40- $500K $5M Police CEWs Department San Antonio Government Texas-TX 4,900 body-worn cameras, 1,600 $30 $300K $3M Police CEWs, 6 Interview Cameras Department San Francisco Government California-CA 4,800 body-worn cameras $20 - $1.5M $2M Police Department Table 6: Ability to Sell and Deliver Service Describe your company's capability to meet the needs of Sourcewell Members across the US, and Canada if applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers(full- time equivalents)involved in each sector,whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions. Line Item Question Response* Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 25 Sales force. Axon directly employs approximately 161 employees in our Sales organization. Some sales representatives work from our main office in Scottsdale, AZ while others work throughout the United States and globally. This ensures that we have qualified Axon employees close to our customers in order to conduct site visits, demonstrations, or to check on customer satisfaction. We take the hiring process seriously, as Axon Sales Representatives play a pivotal role in knowing business needs and applying technological solutions to solve potential challenges. These representatives must have a "business mindset," that enables them to understand complex challenges and present solutions that might solve these. Axon's hiring process intends to identify candidates who can do this effectively. It's our intention to hire people who also derive great satisfaction in helping others solve challenges through technological adoption, implementation, and advancement. Candidates are first phone screened by highly qualified firms who seek top talent from related industries. They are then screened again by a senior member of the Axon team to vet their personal and professional qualifications. During this time, candidates demonstrate how they have successfully learned about past businesses and helped solve their challenges through complex technological solutions. It is expected that candidates can demonstrate success in doing so throughout multiple years of their professional career. The most successful candidates are then invited to Axon headquarters. Throughout the day, they meet five senior members of the Axon team to more deeply validate who they are personally and professionally — personal characteristics, business skill, cultural fit within public safety, organizational fit within Axon. The internal team then debriefs about the candidate's potential fit as a representative of the company, on law enforcement's behalf. If the internal team finds the candidate appropriate in this position, the candidate moves on to preparing and providing a plan for how they are going to work with a number of accounts. This includes an understanding of how they're going to research, engage, understand, and work with each potential agency. They present this to the hiring manager (a Director or Vice President at Axon). If appropriate, candidates move on to the final stage of the review and hiring process. During this final stage, candidates speak directly with the Vice President of the Axon Sales Team or with the Executive Vice President of Global Sales for the organization. During this time, the candidate, once again, reviews their personal and professional qualifications as well as their approach to working within the organization and with public safety agencies. At this time, a decision to extend an offer of employment is made. The multiple steps and many stakeholders in the hiring process are to ensure proper rigor in vetting those who work with the many agencies we have or would like to partner with through a business engagement. The Axon organization is a proud technological partner of many in public safety and looks forward to hiring many more qualified individuals to appropriately work with, understand, and solve challenges within, for, and alongside countless agencies for years to come. 26 Dealer network or other distribution methods. Axon partners with distributors in limited situations. These distributors are not employees of Axon Enterprise, and therefore we are do not know their company employment numbers. Within the United States, we work with a small number of distributors to sell our CEWs, which are not a part of the scope of this RFP. These distributors do not sell our Axon video solutions, which are included in the scope of this agreement In Canada, we partner exclusively with MD Charlton to sell and service CEWs, which are not included in the scope of this RFP. There is some overlap between sales and service function in this case, as MD Charlton assists Axon with processing repairs. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 27 Service force. CUSTOMER SUPPORT Axon has a full customer and technical support division available 24 hours a day, seven days a week. The Technical Support team is based in Scottsdale, Arizona with additional employees in our Melbourne, Australia and Daventry, UK offices. REPAIR (RMA) DEPARTMENT The Return Material Authorization (RMA) department is located at Axon Headquarters in Scottsdale, Arizona. The RMA department prioritizes returned products for analysis and/or repair on a first-in-first-out (FIFO) basis, based on the severity of the complaint (or unless otherwise requested by the agency). The general turn-around-time for a full resolution is less than 30 calendar days from receipt of the returned product. Axon provides agencies with the ability to manage RMA requests within Axon Evidence. Authorized users will be able to create, update, save, submit, and track device returns for their agency in one place. Axon Evidence Device Return Service is integrated with FedEx and return shipping labels are provided at no extra charge. RMAs may also be generated at https:Hreturns.axon.com, although return shipping labels are not available via this method. Upon receipt of the item(s), the RMA department will conduct a failure analysis investigation to determine the root cause of the issue and repair the item if possible. It is at Axon's sole discretion to repair or replace a device as identified in the original manufacturer warranty and/or the extended warranty policy. CUSTOMER SUCCESS MANAGERS (CSM) Throughout the length of their contract, some customers will have a dedicated, in- country Customer Success Manger (CSM). This is determined on the size and location of the customer; Currently the CSM team is operating within the United States only. The team is being expanded, but we do not have an estimated time of implementation in Canada. The CSM will have comprehensive knowledge of a customers' solution and its components, including any applicable custom integrations. The CSM will be available to offer support and escalate any issues or concerns as needed. As a whole, the Axon Support organization directly employs approximately 96 individuals. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 28 Describe in detail the process and Axon has a full customer service and support division; live phone support is available procedure of your customer service 24 hours a day, seven days a week. For technical or Customer Support assistance, program, if applicable. Include your you may contact a customer service representative at 800-978-2737 (extension 2), or response-time capabilities and via email at Support@axon.com. Online, email-based support and remote-location commitments, as well as any incentives that troubleshooting are included on an ongoing basis as part of your investment in the help your providers meet your stated Axon ecosystem. service goals or promises. Calls are first routed to the Tier 1 technical support team. Through troubleshooting, they can resolve most calls. If at any point an issue needs to be escalated to a higher technical tier, the call may be immediately transferred to a Tier 2 support specialist, or a phone number may be taken for a callback, depending on call volume and issue complexity. The following describes our levels of support available by tiers (based on the nature and criticality of the issue): TIER 1 TECHNICAL SUPPORT - GENERAL HOW-TO QUESTIONS Frequently asked questions (FAQs) Product navigation Feature clarification Standard queries Assistance with known solutions TIER 2 TECHNICAL SUPPORT Advanced Product trouble shooting Advanced Axon Evidence Configuration Any Escalated issues from Tier 1 support TIER 3 ENGINEERING SUPPORT Critical problem or recurring problems rendering the product inoperable or requiring workarounds, bug fixes, testing and/or simulation The targeted response time for critical problems is one business day. Axon's Customer Service team resolved 89.78% of all inquiries and issues in under 24 hours in Q3 of 2019. The targeted resolution time (depending on severity and potential workarounds) is between less than 24 hours to less than two weeks. On average, problem resolution was reached on the initial call or email 95.86% of the time in Q3 2019. Please note that resolution time may vary depending on circumstances. Monthly, the Customer Service and Support team manager evaluates three calls for each team member. This audit checks adherence to policies, troubleshooting ability and customer satisfaction. Team members are evaluated on the scores they receive each month. Additionally, each team member is evaluated on their customer feedback score and the number of cases that remained unresolved after 24 hours. This assesses customer satisfaction and ensures that cases are handled in a timely manner. 29 Identify any geographic areas of the United Axon is able to serve the entire United States and Canada through the proposed States or Canada that you will NOT be fully contract. serving through the proposed contract. 30 Identify any Sourcewell Member sectors Axon will service all Sourcewell Member sectors covered by the proposed contract. (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Explain in detail. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 31 Define any specific contract requirements or Axon does not have any specific contract requirements or restrictions that apply to restrictions that would apply to our Members in Hawaii and Alaska. Members in Hawaii and Alaska and in US Territories. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Table 7: Marketing Plan Line Item Question Response* 32 Describe your marketing strategy for At this time, Axon does not conduct any marketing efforts specifically related to cooperative promoting this contract opportunity. contracting. Axon promotes the use of cooperative contracts to its salesforce by utilizing Upload representative samples of your training, webinars, and other internal resources. marketing materials (if applicable) in the document upload section of your response. 33 Describe your use of technology and We use technology and digital data to understand our audiences — broken out by users we digital data (e.g., social media, have identified as well as anonymous users. The goal we're trying to achieve is converting metadata usage) to enhance our paid users to owned users through multiple technologies, such as retargeting, marketing effectiveness. remarketing, email, social media, referral sites, search, and directory sites. We do not sell any user data to 3rd parties. By acquiring this data, we are able to find patterns and "look- a-likes" to better predict user flows and marketing efficiency. 34 In your view, what is Sourcewell's role Sourcewell can help promote membership to law enforcement agencies who may not in promoting contracts arising out of realize they are members. Axon has seen in past interactions that many agencies do not this RFP? How will you integrate a know they are already members of a cooperative. Sourcewell-awarded contract into your sales process? If awarded a Sourcewell contract, Axon would take the following steps to integrate the contract into its sales process: Announce the award to Axon's US and Canadian sales teams Add the contract information to Axon's Customer Relationship Management (CRM) tool, Salesforce.com, so that sales reps can easily see all pertinent data Add information on the contract to upcoming new hire sales trainings 35 Are your products or services Our ecommerce site requires an authorized login and purchase eligibility to access. The available through an e-procurement platform is intended to make ordering faster, easier, and more efficient. We allow ordering process? If so, describe your authorized customers to pay by credit card and Purchase Order (when authorized by both e-procurement system and how agency and Axon to purchase via Purchase Order/invoice). The site customizes product governmental and educational visibility and includes contracted pricing for each agency. The ecommerce site acts as customers have used it. another 'ingestion point' for orders. After the order is placed, it is processed as any other order would. As of today, the ecommerce site only supports the sale of hardware and warranties. We are looking to expand the Axon products we can support drastically within the next year and are also looking to support extended warranties and contracts. The ecommerce site is an added asset to our customers and can enable customers to order items quickly if the sales representative or customer success manager is traveling. The ecommerce team can assist on nearly anything (RMA, invoice questions, contract questions, product questions, tax exemption, etc.) and for all inquiries outside our skill sets, we can ensure your questions get directed to the proper resource quickly. Table 8: Value-Added Attributes Line Question Response* Item Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 36 Describe any product, equipment, Axon can help Sourcewell members maximize their Axon investment with comprehensive maintenance, or operator training implementation. The Axon Professional Services team consists of a group of highly skilled programs that you offer to individuals with in-depth knowledge of all Axon products and Axon Evidence functionality. The Sourcewell Members. Include full-service professional services package includes a Project Manager who will create a details, such as whether training is custom project plan to fit the member's needs. Each Professional Services package standard or optional, who provides addresses the vital elements of an agency's solution, starting with system structure and training, and any costs that apply. configurations before moving to topics relating to device use and functionality. We have included all our Professional Services offerings in the scope of this Cooperative. Axon sales representatives can help individual members evaluate what plan is right for them during their purchase. Costs are detailed in our price sheets. There are other benefits with the Axon Professional Services offering, such as subject matter experts who consult on best practices for the set-up, configuration, policy and overall program performance for your deployment. These services are optional. However, an agency's program success is three times greater when Professional Services has rendered on-site support, compared to when agencies don't utilize the offering. Our Professional Services Managers focus entirely on on-site and off-site training. Our experienced team can train everyone from officers, administrators, armorers, supervisors, detectives and even prosecutors. During the initial phase of the implementation process, Axon's Professional Services team will assist with the following tasks: System Set Up and Configuration Configure categories & custom roles Troubleshoot IT issues After An initial, limited number of key users, armorer(s) and system administrator(s) should be trained. The size of this contingent depends on agency size or size of the planned full deployment. These officers will serve a number of roles, including final confirmation of system functionality and performance. They will likely provide useful feedback on any localized issues that had not been previously identified. They will provide a demonstration and information platform for their co-worker/future user officers. They typically become a resource when newer users are activated and require training or assistance. Regarding Axon Evidence training, the agency administrator is the starting point for defining security settings, creating custom roles and setting permissions, adding users (User, Administrator, Armorer or any other custom roles), reassigning devices, creating categories and setting retention policies, and several of the other administrative features of the Axon Evidence services. Our team will provide step-by-step explanations and assistance for agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence. Administrators should attend all the training sessions that are decided upon. We will then provide Axon instructor training with the goal of educating instructors who can support the agency's subsequent training needs. Although the cameras, in-car systems, and interview room solution themselves are simple in design and use, a proper introduction to hardware and workflow is essential. The Professional Services training offering provides different options for training, depending on the level of detail and time necessary for users. Axon believes in the philosophy of "Smart Small, Test, Assess, Correct, Go Big". Deploy the key users. Make sure the way you've configured your system integrates smoothly into your workflow. Assess readiness based on evaluation and feedback and make any necessary adjustments. Once you've taken these steps, you're ready to schedule the rest of your user training. During on-site training, our Professional Services team also will provide the member with training documentation, which can be used in future training sessions. 37 Describe any technological As a company that strives to advance the efforts of public safety through technology advances that your proposed whenever possible, Axon builds each product to be advanced and cutting-edge in its products or services offer. capabilities. Details for each product are provided under the headers below. AXON EVIDENCE Axon Evidence's cloud-based infrastructure means that Sourcewell members do not need to devote personnel to on-premises equipment, maintenance or extensive infrastructure improvements over time. You'll remain on the cutting-edge of evidence management technology with minimal investments in staff and time. Instantly scale: Your computing power and storage scale automatically, growing with you as you need them. Instantly share: Your evidence is easily and securely shared with stakeholders (prosecutors, partner agencies, etc.) through the internet, preserving resources which normally would be consumed by manual processes. Instantly upgrade: Your system receives automatic monthly updates from Axon to deliver the latest features, functionality, and security advances with no effort from your agency. Guarantee security: Your system maintains compliance with the world's most rigorous Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 security standards through ongoing reviews of and upgrades to Axon Evidence's intensive security protocols, which leverage resources from Axon and Microsoft. Prevent system failure: Your data is always available because of robust and automated disaster recovery coupled with multiple, geographically separate storage locations. Ensure accessibility: Your evidence is always accessible from any device with an internet connection and standard browser subject to IP restrictions dictated by the agency. Integrations: Axon Evidence supports integration with Active Directory and Single Sign- On (SSO) allowing users to log in with their agency credentials and uses your network to authenticate users. Additionally, Axon Evidence is easy to use, with a simple but feature-rich interface and intuitive layout. The dynamic interface automatically adjusts to accommodate a user's role, so they only see what you want them to see, greatly simplifying the user experience. Axon Evidence integrates with Axon Capture, our free mobile application. Axon Capture streamlines the evidence collection process by harnessing the power of the modern phone to capture digital evidence. Until today, officers have had two options: sacrifice security for convenience, or convenience for security. The application was built specifically for law enforcement to allow officers to capture digital evidence right from the field. The app eliminates the need to carry three separate devices for photo, video, and audio recording. Metadata including ID, titles, evidentiary categories and GPS coordinates can be added to any recordings and synced to your agency's Axon Evidence account right from the scene. Officers can upload files from smartphones in the field to their agency's Axon Evidence account over a data connection or Wi-Fi. Axon Evidence features Axon Citizen, which is available to Pro-level users of the system. Axon Citizen for Officers facilitates quick, simple, and secure digital evidence collection from individual witnesses. Officers can issue invitations for Axon Citizen evidence submissions through the Axon Capture mobile application or Axon Evidence (via a text message or email). This invitation can include the incident ID, category, and a brief description of the incident. Invitations contain a single-use link through which a witness can upload evidence files for the issuing officer's review. This allows officers to collect information from the public in an efficient manner and associate it correctly with the corresponding GO numbers (applicable to Canadian members) to reduce the volume of unstructured data collected from the public. Axon can also assist with integrating your CAD or RMS system with Axon Evidence. This allows the system to automatically categorize videos based on the correlated event metadata captured by the respective system. The solution is provider agnostic; categories are queried directly from the database, effectively bypassing the CAD or RMS front-end interface. This automated process does not require an officer to connect a body-worn camera to a computer or smartphone. Any system with an accessible back-end database (SQL DB, etc.) can be integrated with the Axon solution. Often, these reports are already pulled for crime statistics reporting. Auto-Tagging enables automatic tagging of Axon videos with the correct corresponding metadata from the CAD or RMS system. Automatic retention is accomplished through categorization mapping. Multicam playback in Axon Evidence allows videos that were recorded by different body-worn and in-car cameras (in the same location and time) to be played back together, allowing users to view an incident from multiple vantage points. Axon Evidence features a full redaction suite natively within the application allowing users with permission the ability to redact what can be seen and heard in video evidence files. Axon Evidence never alters the original video evidence file when you create a clip or a redaction. Note that video redaction is a feature available with Pro Axon Evidence licenses (not available with Basic licenses). Axon Evidence offers manual redaction (including video and audio), automated redaction and skin blurring redaction. Additionally, a bulk redaction feature is also available to assist with completing FOIA requests. Available with the Officer Safety Plan (OSP 7+ bundle), Redaction Assistant is a powerful add-on to the standard Axon Evidence Redaction Studio. Redaction Assistant speeds up the redaction process by automating redactions for common objects like faces, license plates, and video screens (e.g., MDT screens). As the results come through in real-time, you can review the redactions—or simply wait to view the results when you're done with other tasks, since Redaction Assistant will stay running even when your computer is off. Redaction Studio allows users to review and approve or discard redaction masks added by Redaction Assistant to ensure videos are edited properly. Redaction Assistant is Axon's first fully AI-powered product, and our Al Ethics Board has been engaging with us throughout the research and product development process. As a productivity tool that will make law enforcement more efficient and transparent with the public, our experience with launching Redaction Assistant will guide the development of our future Al products. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON BODY 3 The Axon Body 3 is our latest, most advanced body-worn camera offering to date. The Axon Body 3 utilizes a new image sensor and improved microphones to provide the highest quality evidence, especially in low-light environments, with a 146.4° field of view. Enhanced device intelligence and Axon Signal wireless activation allows officers to focus on the situations at hand. New security features provide greater device security for data on the camera, whether in transit or in the case the camera is lost or stolen. The solution allows for faster offload and recharge in comparison to other products on the market, and even supports upload during recording. An audio algorithm developed in partnership with Nokia dramatically improves the audio captured by the Axon Body 3 camera, compared to its predecessor. We use sophisticated on-board audio processing (Nokia Ozo-based) to conduct wind noise reduction, calculate automatic gain control, and produce a high-quality stereo audio recording. The Axon Body 3 also utilizes advanced low-light technology. A lux rating indicates low-light perception capability, or the level of light required to see an object. The camera has a lux rating of < 0.1 lux; the human eye has a lux rating of approximately 0.1 lux. Additionally, an algorithm designed to minimize blurring in fast-moving, low-light environments ensures high-quality videos. Battery life has been improved with the Axon Body 3. When a fully depleted battery is recharged using the Axon Dock, the recharge time for 12+ hours of buffering mode is approximately five hours. It should be noted, however, that the battery is designed to last a full 12+ hour shift, and it is unlikely that the battery will fully deplete after one use. Charging a fully depleted battery for approximately three hours will provide an 80% charge. The battery is removable, replaceable, and recyclable. The camera has four video quality settings with a minimum video resolution of 480p and a maximum video resolution of 1080h. The video resolution, encoding bit rate, frame rate, and video encoding format impact the size of files captured at each setting. The device has 64 GB of non-removable storage to house captured video files. Recording capacity and associated settings are: The 480p resolution setting captures video at a rate of 0.9 GB per 60 minutes of video. This setting supports storage of over 46 hours of video. The 7201 resolution setting captures video at a rate of 1.2 GB per 60 minutes of video. This setting supports storage of approximately 38 hours of video. The 720h resolution setting captures video at a rate of 2.0 GB per 60 minutes of video. This setting supports storage of approximately 25 hours of video. The 1080h resolution setting captures video at a rate of 4.5 GB per 60 minutes of video. This supports storage of approximately 11 hours of video. The Axon Body 3 camera integrates with real-time situational awareness technology (Axon Aware), allowing the camera to offload video remotely, live-stream video and audio, and send alerts in real time. The camera is connected to LTE - similar to a cell phone - and can Iivestream to Axon Evidence instantaneously so that authorized supervisors, incident commanders, real-time crime centers or other designated resources have better information from the field. This LTE capability also opens the door for a wide variety of potential future features, including critical evidence offloading from the field, "find my camera" locator functionality, and much more that will be added in future firmware releases. Other Axon Aware features include real-time alerts and notifications, including gunshot detection. Imagine a scenario where an officer radios dispatch to inform them that they are struggling with a suspect. With Axon Aware, those not on the scene can view the live footage from the officer's body camera, to gain situational awareness (which is useful for sharing with officers providing backup). If the suspect returns to their vehicle and speeds away, the remote viewer can access previously recorded footage and capture an image of the suspect's vehicle or license plate. This image can then be sent to other officers in the area for BOLO alerts. The Axon Body 3 camera has an embedded GPS chip that sources location data from the device (similar to a cell phone). Additionally, the cameras can log geolocation data by pairing via Bluetooth with a GPS-capable smart device. Axon View, Axon's free mobile application, allows officers to pair their cameras to their smart devices (e.g., Phones or Android smartphones) in the field. A paired smart device determines its real-world geographic location and securely transmits the geolocation information to the Axon camera. The camera then embeds the information automatically as metadata associated with the video file. AXON BODY 2 The Axon Body 2 camera's self-contained design requires no external wires that might interfere with an officer's activities. Multiple mounting options require no alteration to uniforms and allow officers to adjust the camera's position. The device's durability, full-shift battery life, configurable pre-event buffer, and intuitive controls provide officers an effective and reliable evidence capture tool in the field. The Axon Body 2 camera features an industry-leading continuous recording time of 12 hours at 480p and 720p, and 10 hours at 1080p. The cameras are optimized for every power Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 consideration to achieve the battery life necessary to support this invaluable capability. GPS data can be captured and stored with each video file by pairing via Bluetooth with a GPS- capable smart device. Axon View, Axon's free mobile application, allows officers to pair their cameras to their smart devices (e.g., Phones or Android smartphones) in the field. A paired smart device determines its real-world geographic location and securely transmits the geolocation information to the Axon camera. The camera then embeds the information automatically as metadata associated with the video file. When uploaded to Axon Evidence, the system analyzes and retrieves geolocation information from the video files. A mapping function within Axon Evidence then displays in the interface the location of the camera at the time of video capture AXON FLEX 2 The Axon Flex 2 camera captures events from the officer's perspective. Connected by a single cable to a controller, the camera components do not interfere with an officer's duties. The Axon Flex 2 system offers a wide variety of mounts; the camera can be worn at or near eye-level, and the controller is worn on the torso or beltline for easy access to controls. The device's durability, full-shift battery life, configurable pre-event buffer, and intuitive controls provide an effective, reliable evidence capture tool. The Axon Flex 2 camera features an industry-leading continuous recording time of 12 hours at 480p and 720p, and 10 hours at 1080p. The cameras are optimized for every power consideration to achieve the battery life necessary to support this invaluable capability. GPS data can be captured and stored with each video file by pairing via Bluetooth with a GPS- capable smart device. Axon View, Axon's free mobile application, allows officers to pair their cameras to their smart devices (e.g., Phones or Android smartphones) in the field. A paired smart device determines its real-world geographic location and securely transmits the geolocation information to the Axon camera. The camera then embeds the information automatically as metadata associated with the video file. When uploaded to Axon Evidence, the system analyzes and retrieves geolocation information from the video files. A mapping function within Axon Evidence then displays in the interface the location of the camera at the time of video capture AXON FLEET Axon solutions simplify your existing processes. As part of the Axon platform, Axon Fleet works seamlessly with Axon body cameras and Axon Evidence to capture the full story. Once uploaded to Axon Evidence, you'll get the full account of an incident by viewing multiple time- synchronized videos on one screen. Securely share and track digital evidence across public safety stakeholders with smart features such as redaction, digital verification, and audit logs. Axon Fleet includes front and back cameras with features like infrared and zoom. And it offers you things you don't always associate with in-car systems, like simple pricing, over-the- air updates so you never have to worry about manual work, and integrations with Axon's body cameras and evidence management system to save you time. The rotatable front camera's low-profile design and improved mounting maximizes the officer's field of view and provides clear, stable video. Its digital zoom makes license plates readable at up to 30 feet. Axon Fleet includes handsfree camera activation via Axon Signal technology with configurable triggers, including such as light bar activation, door, vehicle speed, acceleration, crash and weapon rack. Focus on the task at hand and spend less time managing technology. Fleet 2 doesn't include a DVR, saving you precious space in your vehicle. Stream, tag, and replay any camera's videos, plus write notes and upload footage, right from your MDT with the Axon View XL application. You won't need to spend time categorizing videos - with Auto-Tagging, all Fleet and Axon body camera videos will be tagged automatically using data from your CAD or RMS system. Axon body-worn and in-car cameras work either as standalone devices or in conjunction with one another. The two systems integrate seamlessly, extending the overall capabilities of the Axon Evidence ecosystem. This cross functionality allows users to categorize and label video on both Fleet and body cameras from the Axon View XL software application. When uploaded to Axon Evidence metadata added in the field is ingested with the video files. AXON INTERVIEW Axon Interview is a state-of-the-art audiovisual recording solution designed for the critical context of the interview room. The Axon Interview solution is revolutionizing interview room technology to give agencies the best of both worlds by providing a local interview room solution that seamlessly integrates with Axon Evidence, Axon's cloud-based, turnkey digital evidence management platform. The Axon Interview room solution is equipped with one camera and one microphone per room (if desired members can select a two camera per room solution), one touch panel per room, two application servers for redundant recording and all the software required to run the application. Axon Interview runs on your agency's local network to record interviews. When video Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 captured is so critical, your agency cannot trust a straight to cloud platform where a slight loss of connectivity could cause a critical failure. That is why Axon Interview is installed on two recording servers, which both independently and simultaneously grab their own video feed and microphone feed from the source. If one server fails, the second server independently captures everything. Interviews can be streamed from anywhere on your network, and a 24/7 buffering option allows agencies to capture events even when recording is disengaged. Axon Interview is accessed through intuitive touch screen software that allows agencies to configure their policies directly into the solution. Officers login through the touch panel, enter agency-defined metadata, and start the recording. Once the interview is complete, the officer can end recording through the touch panel, this will automatically trigger an offload to Axon Evidence. The video will be available for review once it finishes uploading to Axon Evidence. All the powerful categorization, search, and editing functions available in Axon Evidence are now available for your interview room footage. Instead of managing your own infrastructure and the unpredictable costs of scaling and managing proprietary storage arrays, Axon Evidence offers continual industry best practices and services allowing instantaneous and cost-effective scalability. Axon Interview is an important expansion of the Axon Platform, adding seamless connectivity to the Axon community of connected customers. Axon Interview was purpose-built with the sole commitment of protecting the truth by capturing the interview every time and with the best video quality possible. With Axon's solution, finding that key piece of dialogue takes moments, not hours. Users can bookmark, annotate, and comment on footage in real time. Custom metadata categories allow agencies to organize evidence in a way that works for them. Complete chain of custody is maintained and audio and video masking protects attorney-client privileges and ensures defensible evidence. Managing interview footage is simple and smart with Axon Interview. OTHER INNOVATIONS Available for both Android and iOS devices, the Axon View mobile application allows officers to playback videos, add tags, and assign a title, ID and categories to a video, while still in the field. Axon View automatically maps video with GPS data and allows real-time tagging of metadata from an officer's smartphone. Before the officer sets foot in the office, the video is assigned and automatically filed under the appropriate retention schedule. Once uploaded to Axon Evidence, the video evidence can be accessed quickly with a simple keyword search. Axon Docks are multi-purpose hubs for your Axon body-worn cameras. Axon Docks upload captured videos to Axon Evidence while they charge your cameras and automatically install device firmware updates. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 38 Describe any "green" initiatives We take every action to minimize negative impacts to the environment. Axon recognizes and that relate to your company or to is fully compliant with all local, state, federal and foreign government requirements including your products or services, and U.S. EPA and O.S.H.A. standards. Axon operates in compliance with ISO 14001, but is not include a list of the certifying currently certified. agency for each. Axon is committed to excellence and leadership in protection of the environment. We strive to minimize adverse impact on the air, water, and land through excellence in pollution prevention and waste abatement. By preventing pollution at the source, we save resources, increase operational efficiencies, and maintain a safe and healthy work environment for our employees, visitors, contractors, and neighbors. Axon manages an on-premise waste minimization program. The objective is to reduce the quantity of non-hazardous solid waste produced, recycle materials, and reuse materials when possible. Other green initiatives in the building include in-house recycling and the use of variable- frequency drives on our main exhaust systems and cooling towers, which allow for more efficient methods of using energy. Our Scottsdale office has on-premise xeriscape, which conserves water by eliminating the need for supplemental water from irrigation. Our Scottsdale headquarters and surrounding buildings use 60% and 95% LED lighting, respectively, which produces less heat and uses less energy. We supplement this with having large windows around the offices, which brings in ample natural light and saves electricity. 5 to 10 percent of the plastics we use in manufacturing our products are made of recycled materials. In addition, we substitute non-hazardous or less toxic material in our manufacturing processes when feasible. Examples are: Substituting an alcohol-based glue accelerator for an aliphatic petroleum-based product Replacing the gluing system with a less hazardous two-component epoxy In conjunction with the following practices, Axon has invested in re-usable material handling systems, much of which is also recyclable. Use of corrugated materials exceeding 35% post-consumer recycled content Use of other packaging materials that contain recycled content and are recyclable in most local programs Both the printed and corrugated boxes used to ship our products to customers (and the protective foam used in shipping) are recyclable We promote waste prevention and source reduction by reducing the extent of the packaging and/or offering To minimize packaging waste on larger orders, 'bulk packaging' was developed We also employ packaging take-back services and shipping carton return We reduce and/or eliminate the use of materials which have been bleached with chlorine or chlorine derivatives Axon engages in the following practices that serve to reduce or minimize effects on the environment, including, but not necessarily limited to the following. Corrugated boxes are broken down and processed for recycling Offices and dining areas contain recycling bins in addition to trash bins to minimize waste and encourage employee participation in green initiatives Axon Employee Transportation programs are in place using company supplied vans that reduce congestion on the roadways and carbon monoxide emissions into the environment. We are compliant with laws pertaining to the use of Conflict Minerals as well as REACH and ROHAS for our EU interactions. 39 Identify any third-party issued eco- Axon recently migrated to a green IaaS provider, Microsoft Azure; this partnership extends labels, ratings or certifications that our focus and investment on a sustainable future and that will have positive global impact. your company has received for the Axon does not have any green computing certifications or awards; however, our Infrastructure equipment or products included in as a Service provider, has the following practices in place. Datacenters are 100 percent your Proposal related to energy carbon neutral and rely on a larger percentage of wind, solar and hydropower electricity over efficiency or conservation, life-cycle time. Today roughly 44% of the electricity used by datacenters comes from these sources. design (cradle-to-cradle), or other The goal is to pass the 50 percent milestone, move to the top 60 percent early in the next green/sustainability factors. decade, and then to keep improving from there. 40 Describe any Women or Minority Axon does not hold any WMBE, SBE, or veteran-owned business certifications. Business Entity (WMBE), Small Business Entity (SBE), or veteran owned business certifications that your company or hub partners have obtained. Upload documentation of certification (as applicable) in the document upload section of your response. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 41 What unique attributes does your Axon has long made the priorities of law enforcement our own, and their challenges ours to company, your products, or your solve. When Members partner with Axon, they're partnering with a team of product experts, services offer to Sourcewell security professionals, engineers, technology specialists, and former law enforcement Members? What makes your personnel. We are dedicated to pushing the boundaries of technology and are committed to proposed solutions unique in your delivering on those efforts, to offer law enforcement the solutions needed to help make the industry as it applies to Sourcewell world a safer place. By becoming a part of our Axon Ecosystem made up of connected members? devices and apps, Members can better position themselves to keep their officers and community safe. Axon provides hardware and software solutions to law enforcement agencies throughout the globe and is proud to work with the following clients to implement the technology used to help increase workflow efficiencies, reduce incidents, and protect the truth. Some of our largest customers include: London Metropolitan Police Service, London UK Los Angeles, CA Police Department Calgary Police Service, AB Charlotte-Mecklenburg, NC Police Department Fort Worth, TX Police Department Dallas, TX Police Department San Diego, CA Police Department Baltimore City, MD Police Department Baltimore County, MD Police Department Memphis, TN Police Department Washington, DC Metropolitan Police Department Denver, CO Police Department Cincinnati, OH Police Department Atlanta, GA Police Department Because our solutions are deployed by thousands of law enforcement agencies across the globe, we are experienced in the development of technology at scale and put a great deal of emphasis on improving our end-user's ease of use. By demonstrating a large investment in research and development—with expenses reaching $76.9 million, $55.4 million, and $30.6 million in 2018, 2017, and 2016, respectively—we are committed to identifying improvements and developing new and innovative solutions. As a member of some of the most prestigious associations across the country, Axon is dedicated to staying involved—and through our participation—we hope to continue building on our understanding of the issues Members face while staying apprised of the conversations effecting the communities they serve. Axon is proud to be a part of the following associations. The International Association of Chief of Police (IACP) The Major City Sheriff's Association (MCSA) The National Organization of Black Law Enforcement Executives (NOBLE) The FBI National Academy Associates (FBINAA) Once a solution is delivered, most agencies are left asking, what's next? Axon has you covered. Our dedicated customer success and support managers are committed to providing Members with post-sales and post-deployment support. Whether that be troubleshooting assistance, technical support, or help with understanding a new feature, our Customer Success team is here to be your main point of contact and advocate. Through regular communication, our knowledgeable staff can offer Members the support you should expect from a service provider. This support includes: Notifying customers of Important firmware and hardware updates, identifying bugs, and addressing general issues Fulfilling hardware refreshes and deployment of new equipment Conducting Quarterly Business Reviews with customers Identifying important customer feature requests Our goal is to provide Members with the necessary assistance to help make the most of the solutions you count on every day. 42 Identify your ability and willingness Axon is fully able and willing to provide our products and services to Sourcewell member to provide your products and agencies in Canada. services to Sourcewell member agencies in Canada. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Table 9: Warranty Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below. Line Question Response* Item 43 Do your warranties cover all products, parts, and Axon warrants that its law enforcement hardware products which are labor? manufactured by Axon are free from defects in workmanship and materials for a period of one (1) year from the date of receipt. Axon-manufactured accessories are covered under a limited ninety-day warranty from the date of receipt. Non-Axon manufactured accessories are covered under the manufacturer's warranty. There are extended warranties available as defined in the Axon Master Services and Purchasing Agreement (MSPA). NON-AXON MANUFACTURED PRODUCTS For some solutions we are authorized resellers of hardware (Cradlepoint routers for Axon Fleet, Axis cameras for Axon Interview, etc.). Products that we are authorized to resell abide by the manufacturer's warranty. Further details can be provided upon request. 44 Do your warranties impose usage restrictions or Restrictions are outlined in our warranty, which has been included in the other limitations that adversely affect coverage? uploaded attachments. 45 Do your warranties cover the expense of Our warranties do not cover the expense of technicians' travel time and technicians' travel time and mileage to perform mileage to perform warranty repairs. warranty repairs? 46 Are there any geographic regions of the United Axon will be available 24 hours/7 days per week by phone for emergency States (and Canada, if applicable) for which you technical support for any system outage, and if mutually agreed upon by both cannot provide a certified technician to perform parties, we can provide onsite support for local issues. If a site visit is warranty repairs? How will Sourcewell Members in deemed necessary due to an issue (i.e. access point failures or accidental these regions be provided service for warranty cut wires) and not an Axon or Axon Evidence issue there may be a charge repair? assessed to the agency. 47 Will you cover warranty service for items made by Axon will troubleshoot these devices to the best of our ability. If we are other manufacturers that are part of your proposal, unable to resolve the issue and the devices require warranty service, this will or are these warranties issues typically passed on be performed by the manufacturer. to the original equipment manufacturer? 48 What are your proposed exchange and return Axon does not allow exchanges or returns. Please see our MSPA for full programs and policies? details. 49 Describe any service contract options for the items Please refer to the included MSPA. included in your proposal. Table 10: Payment Terms and Financing Options Line Item Question Response* 50 What are your payment terms (e.g., net 10, net 30)? Payment terms are Net 30. 51 Do you provide leasing or financing options, especially Axon does not offer leasing or financing options. Alternatively, Axon those options that schools and governmental entities may offers a provision in its MSPA which allows for cancellation by the need to use in order to make certain acquisitions? agency if sufficient funds are not appropriated. 52 Briefly describe your proposed order process. Include Axon will process orders Axon will accept from Sourcewell members enough detail to support your ability to report quarterly directly, as our distributor network in the United States and Canada sales to Sourcewell as described in the Contract template. does not sell our video products. Our Order Entry team enters orders For example, indicate whether your dealer network is into our CRM, Salesforce. Reports will be maintained and extracted included in your response and whether each dealer (or from Salesforce for quarterly reporting to Sourcewell. some other entity) will process the Sourcewell Members' purchase orders. 53 Do you accept the P-card procurement and payment Axon can process via P-card if necessary but prefers ACH payments process? If so, is there any additional cost to Sourcewell whenever possible. Members for using this process? Table 11: Pricing and Delivery Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP,the template Contract, and the Sourcewell Price and Product Change Request Form. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Line Item Question Response 54 Describe your pricing model (e.g., line-item discounts or Axon is proposing a Schedule Discount for Sourcewell Members. product-category discounts). Provide detailed pricing data The discount increases as the order quantity increases. Please see (including standard or list pricing and the Sourcewell question #55 and the document in the pricing materials section for discounted price) on all of the items that you want full details. Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. Upload your pricing materials (if applicable) in the document upload section of your response. 55 Quantify the pricing discount represented by the pricing Axon is proposing the following discount schedule based on order proposal in this response. For example, if the pricing in quantity. This discount schedule applies to Axon manufactured items. your response represents a percentage discount from MSRP This does not apply to items which Axon resells as part of its or list, state the percentage or percentage range. offerings. Please see the uploaded price sheet, included in the document section. Quantity: 1 Customer Discount % off MSRP: 0.00% Quantity: 2-99 Customer Discount % off MSRP: 1.00% Quantity: 100-249 Customer Discount % off MSRP: 3.00% Quantity: 250-499 Customer Discount % off MSRP: 5.00% Quantity: 500-999 Customer Discount % off MSRP: 7.00% Quantity 1000+ Customer Discount % off MSRP: 10.00% 56 Describe any quantity or volume discounts or rebate Axon is proposing the following discount schedule based on order programs that you offer. quantity. Quantity: 1 Customer Discount % off MSRP: 0.00% Quantity: 2-99 Customer Discount % off MSRP: 1.00% Quantity: 100-249 Customer Discount % off MSRP: 3.00% Quantity: 250-499 Customer Discount % off MSRP: 5.00% Quantity: 500-999 Customer Discount % off MSRP: 7.00% Quantity 1000+ Customer Discount % off MSRP: 10.00% 57 Propose a method of facilitating "sourced" products or Axon sells at the sourced party's MSRP. Discounts may be applied related services, which may be referred to as "open market" in certain situations on sourced items, on a case-by-case basis. items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request. 58 Identify any element of the total cost of acquisition that is Axon has included all available installation and training options in our NOT included in the pricing submitted with your response. pricing. Our sales representatives can discuss options with each This includes all additional charges associated with a Member during the ordering process. We encourage agencies to purchase that are not directly identified as freight or take advantage of our experienced Professional Services team for shipping charges. For example, list costs for items like pre- installation and training, but it is not mandatory. We offer several delivery inspection, installation, set up, mandatory training, or options at different price points for agencies at various budgets. initial inspection. Identify any parties that impose such costs and their relationship to the Proposer. If the Member chooses to purchase the Axon router for the Axon Fleet in-car solution, NetCloud and Cradlecare must also be purchased. PRIME NetCloud enables zero-touch deployment and remote management of Multi-WAN branch and in-vehicle routers and IoT gateways. NetCloud Engine enables virtual cloud networking that leverages cloud, Software-Defined Networking (SDN), and Network Function Virtualization (NFV) technologies. Cradlecare includes: Coverage for all products and services 12X5 support via email, phone and chat 24X7 qualified phone support Advanced Exchange: next day business replacement Service level targets Extended warranty for routers for the term of the Cradlecare license Assigned Enterprise Support Engineer (for deployments of 50 routers or more) Enterprise engineering resources for network design and best practices implementation Priority consideration of future feature requests and beta trials Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 59 If freight, delivery, or shipping is an additional cost to the Freight, delivery, and shipping are included in our costs. Sourcewell Member, describe in detail the complete freight, shipping, and delivery program. 60 Specifically describe freight, shipping, and delivery terms or Freight, shipping, and delivery are included for Alaska, Hawaii, and programs available for Alaska, Hawaii, Canada, or any Canada. offshore delivery. 61 Describe any unique distribution and/or delivery methods or Axon offers expedited shipping through FedEx upon request. options offered in your proposal. Table 12: Pricing Offered Line The Pricing Offered in this Proposal is:` Comments Item 62 b.the same as the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments. Table 13: Audit and Administrative Fee Line Question Response* Item 63 Specifically describe any self-audit process or program that you Axon utilizes Salesforce.com as its CRM tool and Microsoft plan to employ to verify compliance with your proposed Contract Dynamics AX as its enterprise resource-planning tool. When with Sourcewell. This process includes ensuring that Sourcewell a sales representative provides a customer a quote utilizing Members obtain the proper pricing, that the Vendor reports all sales the cooperative, the sales representative will select the under the Contract each quarter, and that the Vendor remits the cooperative contract within Salesforce.com. At the end of the proper administrative fee to Sourcewell. quarter, our Sales Operations team runs a report in Salesforce.com to see all deals that closed the previous quarter for each cooperative that requires reporting. Because a sale could be closed in Salesforce but not actually shipped or invoiced for, we then run that information in Microsoft AX. Microsoft AX allows us to see if the ship date occurred within the reporting quarter and the amount that we invoiced to the customer. Once we have all pertinent data, we put it into an Excel spreadsheet to guide us in reporting the cooperative sales data. 64 Identify a proposed administrative fee that you will pay to Axon will pay 2% on the initial shipment or 1% on a multi- Sourcewell for facilitating, managing, and promoting the Sourcewell year sale. Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.) Table 14: Industry Specific Questions Line Question Response* Item 65 If you are awarded a contract, provide a Axon will track the following internal metrics to measure success with the contract: few examples of internal metrics that will The number of agencies who utilize the cooperative be tracked to measure whether you are The dollar amount of sales associated with the cooperative having success with the contract. The Length of time takes to update the contract after new products/services are announced by Axon 66 Describe, in detail, the video and Axon's solutions include our three current models of body cameras, our in-car camera recording features as it applies to your system, and our interview room solution. Their video and recording features are laid products. Examples may include activation, out under the headers below. buffering, range, resolution, file transfer, etc. AXON BODY 3 The Axon Body 3 is a camera system incorporating an audio and video recording device. This camera is designed for use in tough environmental conditions encountered in law enforcement, corrections, military, and security activities. The Axon Body 3 camera is designed to record events for secure storage, retrieval, and analysis to the Axon Evidence service. The recorded events are transferred to your storage solution using the Axon Body 3 Dock. Additionally, the Axon View application enables playback of footage on a smart device for review prior to storing the data. The Axon Body 3 utilizes a new image sensor and improved microphones to provide the highest quality evidence, especially in low-light environments. Enhanced device Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 intelligence and Axon Signal wireless activation capability allows officers to focus on the situations at hand. The camera can also be activated by a simple double-tap on the large, easily accessible button on the front of the device. The pre-event buffer captures up to two minutes of video (depending on agency settings) immediately preceding event recording. The pre-event buffer period is configurable in 30-second increments, from 0-120 seconds at 480p and 720p resolutions, and from 0-90 seconds at 1080p. By default, the pre-event buffer is 30 seconds. Audio recording can be disabled during buffered video recording to accommodate agency evidence collection policies. Audio recording is disabled for pre- event buffering by default. The camera has four video quality settings with a minimum video resolution of 480p and a maximum video resolution of 1080h. The video resolution, encoding bit rate, frame rate, and video encoding format impact the size of files captured at each setting. The device has 64 GB of non-removable storage to house captured video files. The 480p resolution setting captures video at a rate of 0.9 GB per 60 minutes of video. This setting supports storage of over 46 hours of video. The 7201 resolution setting captures video at a rate of 1.2 GB per 60 minutes of video. This setting supports storage of approximately 38 hours of video. The 720h resolution setting captures video at a rate of 2.0 GB per 60 minutes of video. This setting supports storage of approximately 25 hours of video. The 1080h resolution setting captures video at a rate of 4.5 GB per 60 minutes of video. This supports storage of approximately 11 hours of video. The Axon Body 3 is our first camera to integrate with Axon Aware. Axon Aware is our new real-time situational awareness technology. The camera is connected to LTE - similar to a cell phone - and can livestream to Axon Evidence instantaneously so that authorized supervisors, incident commanders, real-time crime centers or other designated resources have better information from the field. This LTE capability also opens the door for a wide variety of potential future features, including critical evidence offloading from the field, "find my camera" locator functionality, and much more that will be added in future firmware releases. Other Axon Aware features include real-time alerts and notifications, including gunshot detection. Additional capabilities will be added over time, and Axon Aware itself will also eventually be incorporated into other Axon products. Axon Aware features require a separate subscription, of which there are two tiers, Axon Aware and Axon Aware+. The specific capabilities within each tier will evolve over time, but the main difference as it relates to policy development is that the Axon Aware+ tier enables Iivestreaming from all Axon Body 3 cameras, while the Axon Aware tier does not. How does Axon Aware work in a real-world situation? In the field, let's say an officer gets a call of a domestic disturbance and begins a recording. Back at the station, a supervisor opens the Aware tab in Axon Evidence; the live map shows the officer's GPS marker and other camera details. As the officer arrives on scene, he is confronted by the DV suspect and broadcasts a quick but incomplete radio call. The supervisor activates Iivestreaming and sees the hostile suspect advancing on the officer. The officer is notified through feedback on the device that the video is being livestreamed. The supervisor radios backup to respond Code 3 as she also heads to your location. She broadcasts the description of the assailant to dispatch and other responders. Backup arrives in time to help take the suspect into custody without further incident. The Axon Body 3 also includes a Camera Display, which shows information on camera status and activity. Different information is shown depending on if the Axon Body 3 camera is in the field or in an Axon Dock. If Axon Aware is not enabled, some icons may not be active or displayed. The Status Bar (upper portion of the display) shows the battery capacity, camera pairing information, light status, Stealth mode status, and low battery warnings. The Activity Area (main portion of the display) gives information on camera readiness, recording status, Axon Signal broadcasts, Axon Aware Live Streaming notifications, gunshot detection warnings, and Mute Mode information. At night and in low-light situations, users can use the Select button to backlight the Camera Display. The backlight display can be activated by double- pressing the Select button on the Axon Body 3. This will trigger the Camera Display to light up and remain backlit for two seconds. The Axon Body 3 also includes new security features, which provide greater device security for data on the camera, in transit, or in the case that the camera is lost or stolen. The solution allows for faster offload and recharge in comparison to other products on the market. Other features and benefits of the Axon Body 3 include: Improved Video: Provides up to 4x better video quality Multi-Microphone Audio: Provides ultra-clear audio recording Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Unmatched Durability: Built to withstand extreme weather Full-Shift Battery: Never worry about battery life in the field Pre-Event Buffer: Configurable up to 120 seconds with optional audio capture Advanced Detection & Wireless Activity: Greater device awareness allows for broader camera activation methods High Speed Offload & Charging: Offload evidence and charge quickly On- Device Encryption Advanced Telemetry: Embedded GPS and accelerometer Dock: Dock supports offload and charging of up to eight cameras Versatile Mounts: New mount keeps the camera secure without magnets or puncturing shirts AXON BODY 2 The Axon Body 2 was designed specifically for use in tactical policing situations to capture events as seen by the officer. Activation of event recording is simple and accessible, making it easy for officers to operate the device in high-stress situations. Recordings are initiated with a single event button located on the front of the device, so an officer can easily reach it with one hand. The Axon Body 2 can also be activated wirelessly through Axon Signal technology. The pre-event buffer captures up to two minutes of video (depending on agency settings) immediately preceding event recording. The pre-event buffer period is configurable in 30-second increments, from 0-120 seconds at 480p and 720p resolutions, and from 0-90 seconds at 1080p. By default, the pre-event buffer is 30 seconds. For additional flexibility, a 10-second pre-event buffering option is also available. Audio recording can be disabled during buffered video recording to accommodate agency evidence collection policies. Audio recording is disabled for pre- event buffering by default. The camera has four video quality settings with a minimum video resolution of 480p and a maximum video resolution of 1080h. The video resolution, encoding bit rate, frame rate, and video encoding format impact the size of files captured at each setting. The device has 64 GB of non-removable storage to house captured video files. The 480p resolution setting captures video at a rate of 0.9 GB per 60 minutes of video. This setting supports storage of over 46 hours of video. The 7201 resolution setting captures video at a rate of 1.2 GB per 60 minutes of video. This setting supports storage of approximately 38 hours of video. The 720h resolution setting captures video at a rate of 2.0 GB per 60 minutes of video. This setting supports storage of approximately 25 hours of video. The 1080h resolution setting captures video at a rate of 4.5 GB per 60 minutes of video. This supports storage of approximately 11 hours of video. The solution supports a Dock & Walk Workflow. At the end of a shift, officers insert their cameras into the Axon Dock. The dock charges the cameras and updates firmware, while securely uploading videos. Videos can also be uploaded via the Evidence Sync desktop client. FEATURES & BENEFITS HD Video: The industry's best low-light video records in 1080p HD Full-shift Battery: Lasts for a full shift (over 12 hours) Configurable Pre-Event Buffer: Capture up to 2 minutes before an event Dual-Channel Audio: Camera records two audio channels Axon Signal Wireless Activation: Cameras start recording automatically based on pre-defined triggers Optional Mute: Disable audio in the field to support dual-party consent Mobile Applications: Tag and replay videos from the field with Axon View RapidLock Mounts: Versatile mounts are designed for versatility and comfort, while keep the camera steady TECHNICAL SPECIFICATIONS Field of View: 143 Degrees Recording Capacity: Up to 70 Hours Depending on Resolution Video Quality: 30 frames per second; resolution spanning 480p - 1080p Battery: Rechargeable lithium-ion polymer battery (3000 mAH capacity) Weather Resistance: IEC 60529 IP67 (dust, water); MIL-STD-81OG (Salt fog) Humidity: 95% non-condensing Operating Temperature: -4 °F To 122 °F [-20 °C To 50 °C] Rugged: Drop tested from up to 6 Feet — camera is housed in high-impact polymer AXON FLEX 2 The Axon Flex 2 is a point-of-view camera that provides multiple options for wearing the camera to suit your officers' needs in the field. The 120° field of view lens captures events as experienced by the wearer. Activation of event recording is simple and accessible, making it easy for officers to operate the device in high-stress Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 situations. Recordings are initiated with a single event button located on the front of the controller, so an officer can easily reach it with one hand. The Axon Flex 2 can also be activated wirelessly through Axon Signal technology. The camera is connected to a controller, which houses the battery, with one cable. The Axon Flex 2 camera can be mounted on Oakley Flak Jacket® glasses, ball caps, uniform collars and epaulettes, a Iowrider headband, on a vest, and motorcycle and SWAT helmets. The pre-event buffer captures up to two minutes of video (depending on agency settings) immediately preceding event recording. The pre-event buffer period is configurable in 30-second increments, from 0-120 seconds at 480p and 720p resolutions, and from 0-90 seconds at 1080p. By default, the pre-event buffer is 30 seconds. For additional flexibility, a 10-second pre-event buffering option is also available. Audio recording can be disabled during buffered video recording to accommodate agency evidence collection policies. Audio recording is disabled for pre- event buffering by default. The camera has four video quality settings with a minimum video resolution of 480p and a maximum video resolution of 1080h. The video resolution, encoding bit rate, frame rate, and video encoding format impact the size of files captured at each setting. The device has 64 GB of non-removable storage to house captured video files. The 480p resolution setting captures video at a rate of 0.9 GB per 60 minutes of video. This setting supports storage of over 46 hours of video. The 7201 resolution setting captures video at a rate of 1.2 GB per 60 minutes of video. This setting supports storage of approximately 38 hours of video. The 720h resolution setting captures video at a rate of 2.0 GB per 60 minutes of video. This setting supports storage of approximately 25 hours of video. The 1080h resolution setting captures video at a rate of 4.5 GB per 60 minutes of video. This supports storage of approximately 11 hours of video. The solution supports a Dock & Walk Workflow. At the end of a shift, officers insert their cameras into the Axon Dock. The dock charges the cameras and updates firmware, while securely uploading videos. Videos can also be uploaded via the Evidence Sync desktop client. AXON FLEX 2 FEATURES & BENEFITS HD Video: The industry's best low-light video records in 1080p HD Full-shift Battery: Lasts for over 12 hours covering an entire shift Configurable Pre-Event Buffer: Capture up to 2 minutes before an event Dual-Channel Audio: Camera records two audio channels Axon Signal Wireless Activation: Cameras start recording automatically based on pre-defined triggers Optional Mute: Disable audio in the field to support dual-party consent Mobile Application: Tag and replay videos with the Axon View mobile app RapidLock Mounts: The system uses versatile mounts designed for versatility and comfort, while keep the camera steady TECHNICAL SPECIFICATIONS Field of View: 120 degrees Recording Capacity: Up to 70 Hours depending on resolution Video Quality: 30 frames per second; resolution spanning 480p to 1080p Battery: Rechargeable lithium-ion polymer battery (3600 mAh capacity) Weather Resistance: IEC 60529 IP54 (dust, rain); MIL-STD-81OG (Salt fog) Humidity: 95 percent non-condensing Operating Temperature: -4° F to 122° F [-20° C to 50° C] Drop Test: Up to 6 feet; devices are housed in high-impact polymer Dimensions: Controller: (D1) 0.94 in, (D2) 1.14 in, (W) 2.45 in, (H) 3.0 in; Camera: (L) 2.9 in, (H) 0.75 in, (W) 0.74 in Weight: Controller: 4.4 oz., Camera: 0.88 oz AXON FLEET Axon Fleet integrates effortlessly with Axon body-worn cameras to optimize functionality and utilizes software driven features to minimize the costs and constraints of excessive hardware components. Axon Fleet 2 is more than just a dash camera; it's part of a powerful platform that connects mobile, cloud, and wearable technologies. The cameras feature wide-angle lenses and HD video to ensure top quality recording. Axon Fleet includes front and back cameras with features like infrared and zoom. And it offers you things you don't always associate with in-car systems, like simple pricing, over-the-air updates so you never have to worry about manual work, and integrations with Axon's body cameras and evidence management system to save you time. The rotatable front camera's low-profile design and improved mounting maximizes the officer's field of view and provides clear, stable video. Its digital zoom makes license plates readable at up to 30 feet. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 As part of the Axon platform, Axon Fleet works seamlessly with Axon body cameras and Axon Evidence to capture the full story. Once uploaded to Axon Evidence, multicam playback allows videos that were recorded by different body-worn and in-car cameras (in the same location and time) to be played back together on the same screen, allowing users to view an incident from multiple vantage points. Integration with Axon Evidence means you can securely share and track digital evidence across public safety stakeholders with smart features such as redaction, digital verification, and audit logs. The cameras have four video quality settings (Low SD, High SD, Low HD, and High HD) with a minimum video resolution of 480p and a maximum video resolution of 1080p. It utilizes a 16:9 aspect ratio at 1080p and 720p, and a 4:3 aspect ratio at 480p. The video resolution, encoding bit rate, frame rate, and video encoding format impact the size of files captured at each setting. The device has 64 GB of non- removable The Low SD setting captures video at a 480p video resolution at a rate of 0.8 GB per 60 minutes of video. This setting supports storage of over 70 hours of video. The Axon Fleet system supports three different methods of camera activation. Two require manual intervention by the officer, while the third does not. First, officers can use the View XL MDT application to see the current status of each camera and tap the screen to begin a recording. The camera status will then change to "Recording" on the screen. The recording can be ended using this method as well. Secondly, the officer can press the large Event button on the front of each device to manually begin a recording. The camera status will then change to "Recording" on the MDT screen. The recording can be ended using this method as well. Finally, Axon Fleet includes handsfree camera activation via Axon Signal technology with configurable triggers, including such as light bar activation, door, vehicle speed, acceleration, crash and weapon rack. This allows officers to focus on the task at hand and spend less time managing technology. Recordings started via Axon Signal activation must be ended manually via the front button or by using View XL. The length of the pre-event buffer is configurable from 0-120 seconds (in 30 second increments) at 480p and 720p, and from 0-90 seconds at 1080p. The camera also features configurable on/off audio capture to record the evidence your agency needs. The duration of the pre-event buffer is 30 seconds by default. Cameras can also be configured to record sound as well as video during buffering (sound is not recorded by default during buffering). Axon body-worn and in-car cameras work either as standalone devices or in conjunction with one another. The two systems integrate seamlessly, extending the overall capabilities of the Axon Evidence ecosystem. This cross functionality allows users to categorize and label video on both Fleet and body cameras from the Axon View XL software application. When uploaded to Axon Evidence metadata added in the field is ingested with the video files. There are two offload methods available to upload Axon Fleet in-car video to Axon Evidence. Axon Sales Engineers will work with member agencies to evaluate these methods to ensure that the right option for each agency is chosen. Both options allow the cameras to remain in the vehicle via wireless connectivity. Regardless of offload method chosen, the MDT/MDC running Axon View XL must be able to connect to the Internet. The Axon Fleet system supports wireless offload via LTE/4G networks using an in-car broadband connection. The configuration also reduces the contention on agency Wi-Fi infrastructure, as Axon Evidence is a cloud-hosted service. This offload method is best supported by an unlimited data and unlimited bandwidth plan (without which, video upload will likely be throttled). Video is offloaded through an available cellular carrier network and the vehicle must have a compatible router capable of simultaneous AP/Client Mode. Axon does not provision, activate or manage carrier SIMs. The MDT/MDC running Axon View XL must be able to connect to the Internet. Wi-Fi offload is the second method available to agencies. This is an alternative to LTE uploads for customers whose LTE data plan throttles uploads or customers in areas lacking adequate LTE coverage. A Wireless Offload Server (WOS) is required to facilitate offload via Wi-Fi. The WOS is network appliance that enables multiple concurrent video offloads from the Axon Fleet system leveraging the Axon router's Wi-Fi as a wireless wide area network (WWAN) function through compatible Wi-Fi access points. When a vehicle is within range of a Wi-Fi access point, the Axon View XL application recognizes the WOS and begins to offload videos from the Axon View XL upload queue to that server. The video offload is done in segments, but, as with LTE Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 offloads, the video file is retained on the Axon Fleet camera until successfully transferred. AXON INTERVIEW Axon Interview incorporates high-definition cameras and microphones to help capture the critical events that occur in the interview room. The Axon Interview interface consists of an intuitive and user-friendly touch screen software. The application saves you time and allows you to tag footage with metadata before transferring it to Axon Evidence. Axon Interview uses two recording servers, with both independently capturing their own video feed and microphone feed from the source. If one server fails, the second server captures everything. This redundancy means that you don't have to worry about losing a 15-hour confession because a server crashed. The Axon Interview software is installed on a touch panel and offers an intelligent interface for managing and monitoring interviews. The touch panels will be mounted in front of each interview room and will communicate with the redundant recorders throughout the network. This eliminates the need for additional hardware and pieces of equipment to be installed; streamlining this process saves time and effort. A key feature of the Axon Interview system is the continuous 24/7 recording buffer. Based on configuration, the buffer can capture weeks of continuous audio and video recordings to local storage, protecting agencies from losing important footage if an interviewer forgets to start recording. Agencies also have the ability to fully disable the recording buffer should it be required by local jurisdictional requirements. Please note, by disabling the continuous buffer, any interview footage outside of an active recording session will be lost and the Pre- and Post-Event recording buffer option is also disabled. During recording, tools will allow the user to verify both the video and audio are recording. Other on-screen tools include bookmarks (to easily find key moments from a long interrogation), audio and video masking to protect privacy and an option to lock the screen. The hardware required for Axon Interview includes the following components. Axis IP Cameras — The solution can support up to two cameras per room; both covert and overt cameras are available. Cameras record at a maximum speed of 50/60 frames per second. Louroe Microphones - The microphones will be plugged into the cameras and receive their power from there. Evo Touch Panels - Touch panels will be mounted in front of each interview room and will communicate with the redundant recorders throughout the network. The interview will be started and stopped from the touch panel. Cisco or HP POE Switches - The cameras will be plugged into a POE switch, receiving their power and communicating with the recording software. 24 port and 8 port POE switches are available. Orion Redundant Recording Servers - Axon Interview is installed on two recording servers, which both independently and simultaneously grab their own video feed and microphone feed from the source. In the event one server fails, the second server independently captures everything, ensuring you won't lose any footage. The servers can support 12 to 15 cameras per physical location. Axon Interview uses a secure mechanism to offload the interview footage from the local server to the customer's Axon Evidence tenant. All communication between Axon Interview and Axon Evidence is conducted over TLS 1.2 with 256-bit encryption to safeguard data during transfer. Axon Evidence makes interview recordings more accessible to your agency users, which makes your users more productive. Your evidence can now be uploaded, viewed, clipped, redacted, and shared by any authorized user. You can also live stream from up to four cameras at the same time. Thanks to Axon Evidence, all your digital data is now found in one place. For example, you can pair an Axon body- worn camera arrest video with Axon Interview footage of the suspect being brought in for questioning. From capture to courtroom, Interview is part of the Axon platform that lets you track the history of a case in a secure, CJIS-compliant platform. Overall, the solution is highly configurable. Our Axon Sales Engineering team will work with each Member to ensure that the solution we sell is configured to their individual needs. 67 Describe, in detail, the device features Axon's solutions include our three current models of body cameras, our in-car camera specific to your product offering. Examples system, and our interview room solution. Their device features are laid out under the may include weight, size, weather headers below. Axon has included further information regarding our offerings in the compatibility, display or monitoring options, Additional Documents upload portal. connectivity, battery life, etc. AXON BODY 3 Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 The total weight of the Axon Body 3 is 6.9 oz., inclusive of all integrated fastenings for the standard RapidLock mount. The camera measures 1.3" (d) x 1.6" (W) x 3.8" (H). The Axon Body 3 camera is designed to work with a variety of Axon mounts. The various mounts can be used with a wide variety of uniforms and hold the camera to your shirt, patrol vest, jacket, or belt. In general, the Axon mounting system consists of the attachment piece called the key, that is built on to the back of the camera, and the attachment receiver called the lock, built in to the mount. To lock a camera in place, users insert the key of the camera into the lock of the mount and turn it 90 degrees counterclockwise (when you are looking straight at the mount). To release the camera from the mount, turn the camera 90 degrees clockwise. Mounting options include: Flexible magnet mount, single molle mount, double molle mount, anchor mount, women's z-bracket mount, men's z-bracket mount, large pocket mount, small pocket mount, Velcro mount, belt clip mount, and wing clip mount. Note: As with any Radio Frequency or electronic device, Axon recommends that you avoid placing your Axon Body 3 camera directly next to your radio to prevent inadvertent radio activation. The Axon Body 3 camera display is located on the top of the device. The display area is 1.66" (W) x 0/76" (H), with a viewable area of 1.00" (W) x 0.42" (W). The Camera Display shows information on camera status and activity. Different information is shown depending on if the Axon Body 3 camera is in the field or in an Axon Dock. If Axon Aware is not enabled, some icons may not be active or displayed. The Status Bar (upper portion of the display) shows the battery capacity, camera pairing information, light status, Stealth mode status, and low battery warnings. The Activity Area (main portion of the display) gives information on camera readiness, recording status, Axon Signal broadcasts, Axon Aware Live Streaming notifications, gunshot detection warnings, and Mute Mode information. At night and in low-light situations, users can use the Select button to backlight the Camera Display. The backlight display can be activated by double-pressing the Select button on the Axon Body 3. This will trigger the Camera Display to light up and remain backlit for two seconds. The Axon Body 3 is our first camera to integrate with Axon Aware. Axon Aware is our new real-time situational awareness technology. The camera is connected to LTE - similar to a cell phone - and can livestream to Axon Evidence instantaneously so that authorized supervisors, incident commanders, real-time crime centers or other designated resources have better information from the field. This LTE capability also opens the door for a wide variety of potential future features, including critical evidence offloading from the field, "find my camera" locator functionality, and much more that will be added in future firmware releases. Other Axon Aware features include real-time alerts and notifications, including gunshot detection. Additional capabilities will be added over time, and Axon Aware itself will also eventually be incorporated into other Axon products. The Axon Body 3 is extremely rugged, securely sealed, water resistant, and shock resistant. The Body 3 camera is a self-contained unit with no fragile moving parts on the exterior. The device is designed for durability and undergoes rigorous testing so users can rely on longer-lasting cameras with fewer failures and a lower overall total cost of ownership. The Axon Body 2 has an internal, rechargeable, lithium-ion polymer battery with a 3440 mAh capacity. The battery is removeable, replaceable, and recyclable. Under normal usage, the Axon Body 3 camera can provide more than 12 hours of battery life; 11 hours while in Buffering mode, 1 hour while in Recording mode. Additionally, the usage of an Axon Body 3's advanced functions (e.g., livestreaming) will result in greater battery consumption and reduce overall battery life. When a fully depleted battery is recharged using the Axon Dock, the recharge time for 12+ hours of buffering mode is approximately five (5) hours. It should be noted, however, that the battery is designed to last a full 12+ hour shift, and it is unlikely that the battery will fully deplete after one use. Charging a fully depleted battery for approximately three (3) hours will provide an 80% charge. The Axon Body 3 has an IEC 60529 IP67 ingress protection (IP) rating. This IP rating means the device is dust-tight and highly resistant to water ingress when submerged at a depth of up to 1 meter for 30 minutes. Sensitive internal components are dependably protected against solid and liquid intrusions. The Axon Body 3 is tested to and passes MIL-STD-81OG Test Methods for vibration, salt fog, and blowing dust resistance. The device operates normally in up to 95% humidity (non-condensing). The Axon Body 3 is impact certified from a height of 6 feet. The most common Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 damage to body-worn camera devices results from a drop; the Axon camera's ruggedized high-impact polymer protects against damage from this common occurrence, reducing repair and replacement costs as well as downtime. Further, Axon's numerous mounts are strong enough to hold the camera in place during strenuous activities such as running or fighting. Axon body-worn cameras have an operating temperature range of -4 °F to 122 °F [-20 °C to 50 °C]. The cameras' ability to withstand extreme temperatures keeps crucial evidence safe and means officers can rely on their cameras' functionality in almost any environment throughout the year. Axon camera's high-temperature tolerance proves valuable on particularly warm days when storing a device in a vehicle or when responding to incidents involving excessive heat, such as a residential or car fire. Axon on-officer cameras should not be stored in environments where the temperature is likely to exceed 95 °F (35 °C) (such as under direct sunlight, near heaters, or in a vehicle in extremely hot weather) or exposed to temperatures below -4 °F (-20 °C). AXON BODY 2 The total weight of the Axon Body 2 is 5.0 oz. (142 grams), inclusive of all integrated fastenings for the standard RapidLock mount. The camera measures 0.94" (D1) x 1.01" (D2) x 2.76" (W) x 3.42" (H). The Axon Body 2 camera is designed to work with a variety of Axon mounts. The various mounts can be used with a wide variety of uniforms and hold the camera to your shirt, patrol vest, jacket, or belt. In general, the Axon mounting system consists of the attachment piece called the key, that is built on to the back of the camera, and the attachment receiver called the lock, built in to the mount. To lock a camera in place, users insert the key of the camera into the lock of the mount and turn it 90 degrees counterclockwise (when you are looking straight at the mount). To release the camera from the mount, turn the camera 90 degrees clockwise. Mounting options include: Flexible magnet mount, single molle mount, double molle mount, anchor mount, women's z-bracket mount, men's z-bracket mount, large pocket mount, small pocket mount, Velcro mount, belt clip mount, and wing clip mount. Note: As with any Radio Frequency or electronic device, Axon recommends that you avoid placing your Axon Body 2 camera directly next to your radio to prevent inadvertent radio activation. The Axon Body 2 has an internal, rechargeable, lithium-ion polymer battery with a 3000 mAh capacity. The battery is removeable, replaceable, and recyclable. Once powered on, Axon cameras have two operating modes. The default mode, or Buffering mode, provides pre-event buffering to capture activities that occur before you activate the Event (recording) mode. When the device is turned on and in Buffering mode, a fully charged battery will last 12+ hours. In Event mode, the battery life varies depending on the recording resolution. Axon cameras have four video quality settings (Low SD, High SD, Low HD, High HD) spanning 480p, 720p and 1080p video resolutions. Axon camera batteries will provide 12+ hours of power when recording time at a resolution of 480p or 720p, and 10+ hours of power when recording at 1080p. The Axon Body 2 does not have a display screen. However, officers can determine the approximate remaining battery life of the Axon Body 2 by pressing the Battery Status button. The button is located beneath the camera's Event button on the front of the device. The Battery LED ring displays the battery's remaining capacity when the device is in use and during charging. In addition, an officer can find the exact battery percentage remaining on the camera through the Axon View application on a paired smart device. The Axon View application also allows officers to watch videos, add metadata, view remaining recording capacity, and more—all from the field. The Axon Body 2 is extremely rugged, securely sealed, water resistant, and shock resistant. The camera is a self-contained unit with no fragile moving parts or electronics (like LCD screens) on the exterior. The device is designed for durability and undergoes rigorous testing so users can rely on longer-lasting cameras with fewer failures and a lower overall total cost of ownership. The Axon Body 2 has an IEC 60529 IP67 ingress protection (IP) rating. This IP rating means the device is dust-tight and highly resistant to water ingress when submerged at a depth of up to 1 meter for 30 minutes. Sensitive internal components are dependably protected against solid and liquid intrusions. The Axon Body 2 is tested to and passes MIL-STD-81OG Test Methods for vibration, salt fog, and blowing dust resistance. The device operates normally in up to 95% humidity (non-condensing). Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 The Axon Body 2 is impact certified from a height of 6 feet. The most common damage to body-worn camera devices results from a drop; the Axon camera's ruggedized high-impact polymer protects against damage from this common occurrence, reducing repair and replacement costs as well as downtime. Further, Axon's numerous mounts are strong enough to hold the camera in place during strenuous activities such as running or fighting. Axon body-worn cameras have an operating temperature range of -4 °F to 122 °F [-20 °C to 50 °C]. The cameras' ability to withstand extreme temperatures keeps crucial evidence safe and means officers can rely on their cameras' functionality in almost any environment throughout the year. Axon camera's high-temperature tolerance proves valuable on particularly warm days when storing a device in a vehicle or when responding to incidents involving excessive heat, such as a residential or car fire. Long-term storage should be in a climate-controlled environment, less than one month at the highest temperature. Axon body-worn cameras have a charging temperature range of 41 °F to 95 °F [5 °C to 35 °C]. AXON FLEX 2 The Axon Flex 2 camera is 2.9 in (L) x .75 in (H) x .74 in (W) and weighs 0.88 oz. The Axon Flex 2 controller is 3.0 in (H) x 2.45 in (W) x 1.14 in (D) and weighs 4.4 oz. Axon Flex 2 camera mounts attach to officer uniforms, accessories, and protective gear. The selection of mounts facilitates several point-of-view perspectives. The following mounts are designed to be used with the Axon Flex camera portion: Oakley Eyewear Mount: The Flex 2 camera can be attached to Oakley Flak Jacket® glasses with the Oakley Eyewear Mount. This mount positions the camera at eye-level, designed to capture the officer's direct point-of-view. Ball Cap Mount: The Flex 2 camera can be worn with officer headgear, including ball caps, using the magnetic Ball Cap Mount. One magnetic clip is placed on the inside of the cap while the rest of the assembly overlaps on the outside, held securely in place by magnetic force. The camera clips into the outer assembly and sits near the officer's eye-level. Lowrider Headband Mount: The Lowrider Headband Mount is a comfortable frame that wraps around the back of the head with a Flex 2 camera clip mounted on the front end. Like the Oakley Eyewear Mount, the headband places the camera at eye-level to capture an officer's true perspective of events. Collar Mount: The Collar Mount consists of a magnetic clip with an attached Flex 2 camera clip and a metal collar support bar designed to wrap underneath the collar (around the back of the neck) for stability. The magnetic clip attaches to the shirt collar to mount the camera above shoulder-level. Epaulette Mount: If an officer's uniform shirt has epaulettes, the Flex 2 camera can attach to the shirt with the Epaulette Mount. The mount can be positioned to place the camera above or below the epaulette to capture the desired perspective. Over Vest Mount: The Over Vest Mount attaches to vests worn in the field. In tactical situations, this mount provides the same level of stability and accessibility as the epaulette mount. Helmet Mount: The Helmet Mount attaches the camera to most smooth, hard surfaces, like helmets, using a suction mechanism. The mount can be placed anywhere on the gear that can achieve suction. SWAT Mount: SWAT officers know better than anyone that body-worn cameras can be knocked off in highly physical situations. That's why we've developed a mount that secures the full Axon Flex 2 system to a SWAT officer's helmet and holds true through intense, highly active incidents. With the SWAT Mount, the Flex 2 camera and controller both attach to the SWAT helmet, consolidating the system on the helmet and avoiding any interference with other gear. Axon offers a variety of controller mounts to suit individual needs. Some mounts are optimized for security in tactical situations (Z-Bracket, Magnet, and Molle Mounts), while others provide more versatility (Shirt Pocket, Clip, and Velcro mounts). The following mounts are designed to be used with the Axon Flex controller: Z-Bracket Mount: The Z-Bracket Mount inserts between the buttons of a shirt. This mount is available in both male and female uniform orientations. Magnetic Mount Options: We offer two powerful magnetic mounts to accommodate different uniform attire and give the wearer a broad choice of mounting locations. The Flexible Magnet Mount is intended for lighter-weight uniform shirts, and the Outerwear Magnet Mount is for coats and heavier garments. Molle Mount Options: Molle mounts attach to the Molle straps on tactical vests and can withstand >100lbs of retention force. The Single Molle Mount is lighter and more flexible than the Double Molle Mount, which provides more lateral stability. Wing Clip Mount: The Wing Clip Mount consists of two pieces that make use of Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 clipping and slot-and-key features to grip the fabric and provide strong retention. The mount is non-magnetic, lightweight, and versatile in placement owing to a hole feature that allows mounting over buttons or zippers. Furthermore, the outer piece can be rotated to the appropriate orientation per surface markings, so that the mount can be worn over single or double layers of fabric. This mount is compatible with a number of type B and C uniforms. Shirt Pocket Mounts: We offer the 4" and 6" Shirt Pocket Mounts that attach easily to uniform shirt pockets of various sizes. Clip Mount: The Clip Mount is simple in design and easy to fasten. This mount permits numerous mounting locations for non-tactical use. Velcro Mount: The Velcro Mount attaches to uniforms and vests with Velcro patches. Note that the back of the mount must be sewn onto or otherwise affixed to the uniform. The Axon Flex 2 controller houses the device's internal, rechargeable, lithium-ion polymer battery. The battery has a 3600 mAh capacity. Once powered on, Axon cameras have two operating modes. The default mode, or Buffering mode, provides pre-event buffering to capture activities that occur before you activate the Event (recording) mode. When the device is turned on and in Buffering mode, a fully charged battery will last 12+ hours. In Event mode, the battery life varies depending on the recording resolution. Axon cameras have four video quality settings (Low SD, High SD, Low HD, High HD) spanning 480p, 720p and 1080p video resolutions. Axon camera batteries will provide 12+ hours of power when recording time at a resolution of 480p or 720p, and 10+ hours of power when recording at 1080p. The Axon Flex 2 does not have a display screen. However, officers can determine the approximate remaining battery life of the Axon Flex 2 by pressing the Battery Status button. The button is located beneath the camera's Event button on the front of the controller. The Battery LED ring displays the battery's remaining capacity when the device is in use and during charging. In addition, an officer can find the exact battery percentage remaining on the camera through the Axon View application on a paired smart device. The Axon View application also allows officers to watch videos, add metadata, view remaining recording capacity, and more—all from the field. The Axon Flex 2 is extremely rugged, securely sealed, water resistant, and shock resistant. The Flex 2 system is designed for durability and undergoes rigorous testing so users can rely on longer-lasting cameras with fewer failures and a lower overall total cost of ownership. The Axon Flex 2 has an IEC 60529 IP54 ingress protection (IP) rating. This IP rating means the Axon Flex 2 camera and controller are dust-protected and safe from ingress of spraying or splashing water from any direction. Sensitive internal components are dependably protected against solid and liquid intrusions. The Axon Flex 2 is tested to and passes MIL-STD-81OG Test Methods for vibration, salt fog, and blowing dust resistance. The system operates normally in up to 95% humidity (non-condensing). The Axon Flex 2 is impact certified from a height of 6 feet. The most common damage to body-worn camera devices results from a drop; the Flex 2 system's ruggedized high-impact polymer protects against damage from this common occurrence, reducing repair and replacement costs as well as downtime. Further, Axon mounts are strong enough to hold the camera and controller in place during strenuous activities such as running or fighting. Axon body-worn cameras have an operating temperature range of -4 °F to 122 °F [-20 °C to 50 °C]. The cameras' ability to withstand extreme temperatures keeps crucial evidence safe and means officers can rely on their cameras' functionality in almost any environment throughout the year. Axon camera's high-temperature tolerance proves valuable on particularly warm days when storing a device in a vehicle or when responding to incidents involving excessive heat, such as a residential or car fire. Axon camera's high-temperature tolerance proves valuable on particularly warm days when storing a device in a vehicle or when responding to incidents involving excessive heat, such as a residential or car fire. Long-term storage should be in a climate-controlled environment, less than one month at the highest temperature. Axon body-worn cameras have a charging temperature range of 41 °F to 95 °F [5 °C to 35 °C]. AXON FLEET The Axon Fleet solution is highly customizable. Axon Sales Engineers will work with member agencies to evaluate options to ensure that the solution fits your needs. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 The dimensions of each Axon Fleet hardware component are provided below (length x width x height). DIMENSIONS Front Camera only: 4.12" x 3.61" x 2.31" Front Camera and Mount: 4.12" x 3.61" x 4.79" Rear Camera: 1.37" x 5.22" x 1.72" Rear Camera Controller: 1.31" x 3.37" x 3.92" Axon Power Unit (Battery): 4.54" x 2.98" x 1.63" Axon Signal Vehicle Unit: 3.3" x 2.31" x 1.32" Cradlepoint Router: 4.6" x 4.5" x 1.2" WEIGHT Front Camera: 6.9 oz Front Camera and Mount: 11.8 oz Rear Camera: 9.6 oz Rear Camera Controller: 3.8 oz Axon Power Unit (Battery): 9.8 oz Axon Signal Vehicle Unit: 3.23 oz Cradlepoint Router: 14 oz The front-facing Fleet camera has an IEC 60529 IP53 ingress protection (IP) rating (dust, spray). The rear-facing Fleet camera has an IEC 60529 IP54 (dust, spray). Additionally, Axon Fleet cameras are physically hardened to the US Military Standard MIL-STD-81OG and are suitable for policing and tactical operations. All Axon Fleet hardware will operate normally in up to 90% humidity (non-condensing). Spray and humidity testing are performed in house by Axon; dust testing is performed by a third-party. The Axon Fleet system has passed rigorous shock and vibration testing to simulate an in-car environment in various road and environmental conditions. The system is designed as a rugged solution built to withstand the extreme and dynamic conditions inside of a vehicle. The cameras can withstand a 6-foot drop. All Axon Fleet cameras and mounts are tested to IACP crash test specifications, including a static pull test with a force corresponding to 50 times their own weight, in at least three different angles to simulate frontal, side, and rear collisions. The Axon Fleet power unit (battery) essentially acts as both an uninterruptible power source and a standby power supply. The Axon Fleet system uses the vehicle's electrical system as a power source. If the vehicle's ignition is shut off, the Axon Fleet power unit supplies power to the camera to allow you to keep recording. With a fully charged power unit, the camera can record over 4 hours without the engine running. The battery will begin recharging when the engine is turned back on. It may take over 3 hours for a depleted battery to fully recharge. The Cradlepoint router serves as the communication platform inside the vehicle, routing cellular, Wi-Fi, GPS and Metadata for the Axon Fleet system. Please note Axon does not provision, activate, manage or manage carrier SIM cards for routers and does not manage cellular carrier data plans. The router kit includes the current Cradlepoint router, ethernet cables, GPIO cabling and power cabling. The following hardware must be purchased to use the router. 5-IN-1 ANTENNA The MULTIMAX FV antenna (manufactured by Airgain) is a full outdoor antenna designed specifically to provide high performance connectivity for Fleet and Public Safety vehicles and assets connecting to almost any vehicular router or modem. This antenna offers two high gain cellular/LTE/MIMO antennas which support LTE Band 14 for FirstNet, two high gain dual band Wi-Fi antennas, and a GNSS antenna inside a single robust and compact housing. WARRANTY If the Member chooses to purchase the Axon router, NetCloud and Cradlecare must also be purchased. PRIME NetCloud enables zero-touch deployment and remote management of Multi-WAN branch and in-vehicle routers and IoT gateways. NetCloud Engine enables virtual cloud networking that leverages cloud, Software-Defined Networking (SDN), and Network Function Virtualization (NFV) technologies. Cradlecare includes: Coverage for all products and services 12X5 support via email, phone and chat 24X7 qualified phone support Advanced Exchange: next day business replacement Service level targets Extended warranty for routers for the term of the Cradlecare license Assigned Enterprise Support Engineer (for deployments of 50 routers or more) Enterprise engineering resources for network design and best practices Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 implementation Priority consideration of future feature requests and beta trials AXON INTERVIEW ROOM The Axon Interview solution is highly configurable. Our Axon Sales Engineering team will work with each Member to ensure that the solution we sell is configured to their individual needs. The Axon Interview solution can support both overt and covert cameras. The overt cameras most commonly utilized has dimensions of 4.0" x 5.875" and a weight of 1.2 lbs. The covert camera most commonly utilized has dimensions of 1.75" x 0.82" and a weight of 0.75 lbs. The most commonly utilized microphone has dimensions of 2.75" x 4.5" and a weight of 8 oz. Touch panels will be mounted in front of each interview room and communicate with the redundant recorders throughout the network. The cameras will plug into and draw power from a POE switch to communicate with the recording software. The microphones will plug into and draw power from the cameras. The interview is started and stopped from the touch panel or from a designated PC. The recording server is capable of storing over 720 hours of video as this is meant as an initial recording point only. At the end of the recording, the video file will automatically begin offloading to the cloud, when the video has been fully offloaded (and authenticated with a cryptographic hash function) the file will automatically purge from the server making room for additional interviews. Axon Interview uses a secure mechanism to offload the interview footage from the local server to the customer's Axon Evidence tenant. All communication between Axon Interview and Axon Evidence is conducted over TLS 1.2 with 256-bit encryption to safeguard data during transfer. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 68 Describe the training, set-up and Preliminary technical assessment and support will be provided by the Axon Pre-Sales installation process. Engineer assigned to the Member. This individual is a subject matter expert in embedded systems and networking and knows how to configure our products to best support your desired workflows. The Sales Engineer will also coordinate any additional resource required for your project. Post evaluation by a Sales Engineer, Axon can help Members to maximize their Axon investment with comprehensive implementation. The Axon Professional Services team consists of a group of highly skilled individuals with in-depth knowledge of all Axon products and Axon Evidence functionality. The full-service professional services package includes a Project Manager who will create a custom project plan to fit the member's needs. Each Professional Services package addresses the vital elements of an agency's solution, starting with system structure and configurations before moving to topics relating to device use and functionality. We have included all our Professional Services offerings in the scope of this Cooperative. Axon sales representatives can help individual members evaluate what plan is right for them during their purchase. Costs are included in our price sheets. There are other benefits with the Axon Professional Services offering, such as subject matter experts who consult on best practices for the set-up, configuration, policy and overall program performance for your deployment. These services are optional. However, an agency's program success is three times greater when Professional Services has rendered on-site support, compared to when agencies don't utilize the offering. Our Professional Services Managers focus entirely on on-site and off-site training. Our experienced team can train everyone from officers, administrators, armorers, supervisors, detectives and even prosecutors. During the initial phase of the implementation process, Axon's Professional Services team will assist with the following tasks: System Set Up and Configuration Configure categories & custom roles Troubleshoot IT issues After An initial, limited number of key users, armorer(s) and system administrator(s) should be trained. The size of this contingent depends on agency size or size of the planned full deployment. These officers will serve a number of roles, including final confirmation of system functionality and performance. They will likely provide useful feedback on any localized issues that had not been previously identified. They will provide a demonstration and information platform for their co-worker/future user officers. They typically become a resource when newer users are activated and require training or assistance. Regarding Axon Evidence training, the agency administrator is the starting point for defining security settings, creating custom roles and setting permissions, adding users (User, Administrator, Armorer or any other custom roles), reassigning devices, creating categories and setting retention policies, and several of the other administrative features of the Axon Evidence services. Our team will provide step-by-step explanations and assistance for agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence. Administrators should attend all the training sessions that are decided upon. We will then provide Axon instructor training with the goal of educating instructors who can support the agency's subsequent training needs. Although the cameras, in-car systems, and interview room solution themselves are simple in design and use, a proper introduction to hardware and workflow is essential. The Professional Services training offering provides different options for training, depending on the level of detail and time necessary for users. Axon believes in the philosophy of "Smart Small, Test, Assess, Correct, Go Big". Deploy the key users. Make sure the way you've configured your system integrates smoothly into your workflow. Assess readiness based on evaluation and feedback and make any necessary adjustments. Once you've taken these steps, you're ready to schedule the rest of your user training. During on-site training, our Professional Services team also will provide the member with training documentation, which can be used in future training sessions. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 69 Describe the data storage, analysis, and Each offered solution ingests its footage into Axon Evidence, our DEMs system. Axon management features and functionality as it Evidence is a robust end-to-end solution that not only allows agencies to store data, relates to your products. it also enables new workflows for managing and sharing that data securely - from anywhere. Officers and command staff can upload content from Axon and TASER devices or other systems easily, manage it simply with search and retrieval features, and then collaborate effortlessly with prosecutors and other partners by using powerful sharing features. When storage needs increase, the cloud-based system allows agencies to scale instantly and cost-effectively. Within Axon Evidence, access to information is governed by the agency-defined access control system built into the solution. Each Axon Evidence user is assigned a role. Roles determine a user's permissions, which control levels of access to features and functions. Additionally, Axon Evidence provides many security features to secure digital evidence including password complexity requirements, failed login limits, and enforced timeout settings. Multi-factor authentication (MFA) options are also configurable for user login and prior to administrative actions. Evidence data is hashed (SHA) to ensure a robust chain of custody. Original evidence data is never changed. All modifications are handled by creating new, derivative files. Axon Evidence provides users with easy, straightforward methods of searching, reviewing, managing and sharing digital evidence. Axon Evidence uses category types to organized stored video, simplifying the search process for your agency users. All categories are set by your agency to reflect your policies and desired structure. This categorization also facilitates database management by automatically ensuring that only relevant evidence is retained in the system. Every event that is captured and uploaded to Axon Evidence can be assigned a category to determine how long it is retained in the system. Proper categorization is important to ensure that incidents remain in the system for the appropriate amount of time. Categories include policy settings for evidence retention and restricted access for especially sensitive evidence. Additionally, numerous metadata tags can be applied to evidentiary assets. These metadata fields are included in the searching interface to help you locate the evidence you need quickly and efficiently. ID, title, notes and tags are free text, user- defined values. Custom metadata fields will also be available to narrow search results on the advanced search page. Axon Evidence features a full redaction suite natively within the application allowing users to redact what can be seen and heard in video evidence files. Axon Evidence never alters the original video evidence file when you create a clip or a redaction. Authorized users will have access to automated redaction and skin blurring redaction. Redaction Studio tools include options for frame-by-frame manual redaction, Spray Paint redaction (manual redaction during playback), real-time object-tracking redaction, and audio file redaction. Editing tools include the ability to create markers and clips, update or add metadata (e.g., notes, title, ID) and create photos from video stills. Access Lists control internal and external user access to files in Axon Evidence. Each piece of evidence has its own access list, so you can individually manage access as needed. You can set the sharing duration period and the access level to the file shared (e.g., share or download). Axon Evidence has eight native system reports that include various sets of file metadata for evaluation and analysis. These reports generate as Microsoft Excel worksheets that allow data grouping, sorting, and additional manipulation through the pivot table function. Advanced reporting and data analysis is possible through the Axon Evidence Partner API, which can pull data into third-party business intelligence tools. Axon Evidence is a turnkey digital evidence management solution, so it acts as a single repository for all your digital evidence. Axon-captured video and digital evidence files (such as crime scene photos, documents and third-party video) can all be managed from one place — Axon Evidence. 70 Describe the availability of mobile Axon Evidence can be accessed using a compatible browser installed on a tablet or applications and mobile access for the smartphone. Axon Evidence is written in HTML5 to allow mobile devices to display solutions included in your proposal? the site and can be accessed with the following web browsers: Microsoft Internet Explorer Google Chrome Mozilla Firefox Apple Safari Microsoft Edge Axon also offers several mobile applications, which are outlined under the headers below. AXON VIEW Using Axon View, a free mobile application, officers can add metadata by tagging evidence with a title, event ID, and category, prior to uploading the file to Axon Evidence. When offload is initiated, the videos stored on the camera upload to Axon Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Evidence with the tag information applied from the Axon View application. Officers can also view videos stored on the camera using the Axon View app, an officer can pair the Axon camera with a smart device via a Bluetooth and Wi-Fi connection and review videos stored on the camera. Data is not stored on the smart device and cannot be deleted, altered or edited. Officers can tag videos with the following metadata. ID — Case ID of incident Title — Titles default to the device type, date and time of the video capture "Axon Body 2 Video 2012-10-13 1447". This field can be updated by the user at the time of capture to display a more specific title (i.e. suspect name or address of incident). Category — Allows searching for any category type or to specify any category added by the Agency (i.e. traffic violation or felony arrest). Users can add multiple categories to a given piece of evidence. Axon View pulls the pre-defined categories and retention criteria from the agency's Axon Evidence account. This limits the category assigned to a video or bulk group of videos to one category selection. Location - GPS tagging will also be recorded as metadata as long as the application is permitted to access location information from the smart device paired to the camera. AXON CAPTURE Axon Capture streamlines the evidence collection process by harnessing the power of the modern phone to capture digital evidence. It allows officers to capture photos, videos, and audio recordings using the technology already in their pocket, with the security and organization to protect truth. Until today, officers have had two options: sacrifice security for convenience, or convenience for security. The application was built specifically for law enforcement to allow officers to capture digital evidence right from the field. The app eliminates the need to carry three separate devices for photo, video, and audio recording. Metadata including ID, titles, evidentiary categories and GPS coordinates can be added to any recordings and synced to your agency's Axon Evidence account right from the scene. Officers can upload files from smartphones in the field to their agency's Axon Evidence account over a data connection or Wi-Fi. AXON DEVICE MANAGER We're always looking for ways to increase efficiency across the Axon platform. That's why we developed the Axon Device Manager mobile application to streamline Axon device management tasks. The app allows authorized users to manage device assignments, statuses, and firmware updates for certain Axon devices from their smartphones. Authorized users log in to the app under their agencies' Axon Evidence instance using their Axon Evidence credentials. The connectivity between the app and Axon Evidence ensures device assignments and updates completed via Axon Device Manager are properly reflected in Axon Evidence. The Axon Device Manager app assists agencies deploying large numbers of devices by enabling armorers or administrators to complete device management tasks for one or multiple Axon devices in seconds. Axon Device Manager transforms device management processes by starting with the devices themselves, instead of an inventory search and armory or storage room visit. The Axon Device Manager app is available for download in the App Store for iPhones and the Google Play Store for Android smartphones. The app requires an NFC-compatible smartphone and certain OS versions to operate. Axon Device Manager is currently available through the Google Play Store for Android Devices Version 5.0 and up and through iTunes for iOS 11.0 or later. Compatible with iPhone, iPad, and iPod touch. Axon Device Manager currently supports the following devices which are included in the scope of the RFP: Axon Body 2 camera Axon Flex 2 camera Axon Signal Sidearm device Axon Signal Unit Firmware upgrades only Android only The application will be compatible with all future Axon devices. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 71 Describe your upgrade policies for SOFTWARE hardware and software products. Axon releases Axon Evidence software upgrades on both a scheduled and nonscheduled basis as required. Axon will release a software update to Axon Evidence during a period of low traffic usage. Software upgrades are "pushed" to Axon Evidence and are immediately available to you as soon as you log on, eliminating the need to perform manual updates. Axon applies these upgrades remotely, so you don't have to worry about properly integrating or updating your systems. Routine maintenance is scheduled on the fourth Tuesday of each month at 21:00 — 22:00 PST. The latest product features, enhancements and software updates, upgrades, patches and fixes and firmware updates are included as part of your investment in Axon Evidence in the price of software licenses. Patches contain fixes to known issues reported by internal resources or by users at police agencies. There are no additional costs for any software patch or fix deployed. Patch deployment involves minimal or no downtime for the customer's solution. Updates to firmware supporting Axon cameras and Axon Docks are "pushed" from the internet to the local devices through the Axon Docks (or Evidence Sync) without the need for agency interaction. Firmware updates are released on an as needed basis on average, every 2-3 months. Axon periodically distributes updates for Axon View XL software and Axon Fleet camera firmware. When connected to Axon Evidence, Axon View XL will automatically check for and apply any updated configuration settings every 10 minutes, ensuring the most up-to-date settings are applied to the application and your Axon Fleet cameras. When updates are available, the system automatically downloads the update and displays an Update button showing the update is ready to install. Axon recommends installing updates at the beginning of a shift, as it might take a couple minutes to complete the installation, and the application will close during the update and will automatically reboot once the update is completed. A detailed email is sent to system administrators when new releases, updates or upgrades are made to Axon Evidence, Evidence Sync or Axon hardware. The Release Notes page in Axon Evidence displays links to the release notes containing a summary of features and enhancements for the current and previous releases. The User Guides page displays links to guides that provide detailed information on Axon Evidence features. Release notes and user guides are in PDF format. As updates and features are released, your Customer Success Manager or the Customer Support team will troubleshoot all changes to ensure a successful experience for customers. HARDWARE If a Member agency purchases a Technology Assurance Plan (TAP) package, that makes them eligible for a hardware upgrade during their contract (specific timelines depend on the product and contract details). Axon's dedicated Customer Support division tracks the TAP timelines for all subscribed agencies. When an agency is entitled to a hardware refresh under the TAP program, Axon will determine which hardware the agency is eligible to receive and contact the agency to coordinate the refreshment. Axon will request that the agency sign a Certificate of Destruction (COD) or initiate a Return Material Authorization (RMA) process on the agency's behalf for the equipment Axon will replace, depending on the generation/model of the equipment. Then, Axon will ship the new hardware to the agency at no cost. Axon is committed to proactively serving its customers. However, an agency may contact Axon Customer Support at any time to inquire about the initiation or progress of a TAP hardware refresh. Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 72 Describe the methods adopted to As part of Axon's ISO 27001 certified information security management system demonstrate that the offered equipment, (ISMS), our Information Security team performs risk and compliance assessments to products, and services comply with identify applicable regulations and statutes. Upon discovering changes, Axon is applicable federal, state and local laws committed to adhering to them within commercially reasonable timeframes. and policies on data collection, use, management, and retention. Axon Evidence is congruent with the guiding principles outlined in the Canadian Community Safety Information Management Strategy (CCSIMS) as developed by the Information and Communications Technology Committee of the CACP. Not only does Axon Evidence streamline efficiency, it allows agencies to integrate their existing solutions or manage third-party data and digital evidence on one interoperable platform. With the features built into Axon's solutions, police services can connect with partner agencies and the Crown, while still maintaining independent Axon Evidence accounts and instances, which allows for easier sharing of information with all the stakeholders involved. Our proposed solution supports the use of data exchanges which conform with standards defined in the National Information Exchange Model (NIEM). The requirement shall be met by the core proposed platform. This capability exists or is being used in-production elsewhere and can be demonstrated. All Axon Evidence APIs utilize JavaScript Object Notation (JSON) per modern standards and for improved performance. Regarding adherence to local laws and policies on data collection, use, management, and retention, it is up to the specific agency to ensure that they follow applicable laws. Axon Evidence allows members to customize the system to fit within local legal parameters. Table 15: Exceptions to Terms, Conditions, or Specifications Form Line Item 68.NOTICE:To identify any exception,or to request any modification,to the Sourcewell template Contract terms,conditions,or specifications,a Proposer must submit the exception or requested modification on the Exceptions to Terms,Conditions,or Specifications Form immediately below.The contract section,the specific text addressed by the exception or requested modification,and the proposed modification must be identified in detail. Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract. Contract Section Term,Condition,or Specification Exception or Proposed Modification N/A N/A Axon respectfully requests that its Master Services and Purchasing Agreement be incorporated as an exhibit into the final contract award. Axon agrees to negotiate with Sourcewell on these terms and condition. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s)are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one(1)document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one(1)document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 • Financial Strength and Stability- Financial Strength and Stability.zip-Thursday January 02, 2020 19:58:15 • Marketing Plan/Samples (optional) • WMBE/MBE/SBE or Related Certificates (optional) • Warranty Information (optional) • Pricing-Sourcewell_Pricing_Final.pdf- Monday January 06, 2020 14:03:05 • Additional Document-Additional Documents.zip-Thursday January 02, 2020 20:03:29 Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Proposers Assurance of Comp PROPOSER ASSURANCE OF COMPLIANCE PROPOSER'S AFFIDAVIT The undersigned, authorized representative of the entity submitting the foregoing proposal (the"Proposer"), swears that the following statements are true to the best of his or her knowledge. 1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence,the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell member agencies.The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract. 2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person,firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP. 3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the proposals. 4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal. 5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the/products and services in accordance with the terms, conditions, and scope of this RFP,with the Proposer-offered specifications, and with the other documents in this solicitation. 6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract. 7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders. 8. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential"(or"nonpublic,"etc.), either substantially or in their entirety. Under Minnesota Statute§13.591, Subd.4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute§13.37 permits only certain narrowly defined data to be considered a"trade secret,"and thus nonpublic data under Minnesota's Data Practices Act. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation. P By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect,validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Matt Morstad,VP, Sales Operations,Axon Enterprise, Inc. The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r. No Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document. Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda. I have reviewed the File Name below addendum and pages attachments(if applicable) RFP_010720_Public_Safety_Video_Surveillance_Solutions_with_Related_Addendum_5 _ Fri December 20 2019 10:58 AM RFP 010720—Public Safety Video Surveillance Solutions—Addendum 4 r Tue December 17 2019 08:21 AM RFP 010720—Public Safety Video Surveillance Solutions—Addendum 3 r Tue December 10 2019 05:55 PM RFP 010720—Public Safety Video Surveillance Solutions—Addendum 2 r Fri December 6 2019 04:08 PM RFP 010720—Public Safety Video Surveillance Solutions—Addendum 1 r _ Fri November 15 2019 09:11 AM Bid Number: RFP 010720 Vendor Name: Axon Enterprise, Inc. DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4k,k\ A XO N Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency").This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). The Parties therefore agree as follows: 1 Term. This Agreement begins on the Effective Date and continues until terminated pursuant to this Agreement ("Term").Agency may renew this Agreement for an additional 5 years upon execution of a new quote. 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 Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software.Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. "Axon Devices" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval.Changes in the deployment estimated ship date may change charges in the Quote.Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys'fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 1 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4k,k\ A XO N Master Services and Purchasing Agreement from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Device with the same or like Device, at Axon's option. A replacement Device will be new or like new. Axon will warrant the replacement Device for the longer of (a) the remaining warranty of the original Device or (b) 90- days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering a Device for service,Agency must upload 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 Device sent to Axon for service. 7.3 Spare Devices.Axon may provide Agency a predetermined number of spare Devices as detailed in the Quote ("Spare Devices"). Spare Devices will replace broken or non-functioning units. If Agency utilizes a Spare Device, Agency must return to Axon, through Axon's warranty return process, any broken or non-functioning units. Axon will repair or replace the unit with a replacement Device. Upon termination,Axon will invoice Agency the MSRP then in effect for all Spare Devices provided. If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice. 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Device use instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Device; (d)force majeure; (e) Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory,or implied.If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 2 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4k,k\ A XO N Master Services and Purchasing Agreement Agreement by reference. 9 Device Warnings. See www.axon.com/lecLal for the most current Axon device warnings. 10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Devices and Services previously purchased by Agency. 11 Insurance.Axon will maintain General Liability,Workers'Compensation,and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 12 Indemnification.Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission,or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 13 IP Rights.Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 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 Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim.Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 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 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 3 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4k,k\ A XO N Master Services and Purchasing Agreement the MSRP for Devices received and amounts paid towards those Devices. If terminating for non- appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled 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.Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 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. 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, Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 4 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 4k,k\ A XO N Master Services and Purchasing Agreement 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. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email 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. Each representative identified below declares that the representative is authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Agency Signature: Signature: Name: Name: Title: Title: Date: Date: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 5 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1 Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 2 Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription begins after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of the month, the start date is the 15th of the following month. For phased deployments, the start date begins on shipment of phase one. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term ends upon completion of the Axon Evidence subscription stated in the Quote ("Axon Evidence Subscription Term"). 3 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. 4 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 5 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. 6 Agency Responsibilities.Agency is responsible for(a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 6 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. 7 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 8 Storage. For Axon Evidence Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body-worn camera. For Axon Air Evidence subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from an Axon Air device. For Axon Interview Room Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Interview Room hardware. For Axon Fleet Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Fleet hardware. 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 7 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement or errors before Agency uploads data to Axon Cloud Services. 12 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 12.2. 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; 12.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 12.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 12.6. 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 12.7. 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. 13 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. 14 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. 15 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. 16 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 8 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services.Agency must use pre-paid professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes 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, additional days are $2,500 per day. BWC Full Service options include: System set up and configuration • Setup 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 Post go-live review 3 Body-Worn Camera 1-Day Service (BWC 1-Day). BWC 1-Day includes 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, additional on-site assistance is $2,500 per day.The BWC 1-Day options include: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 9 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement System set up and configuration (Remote Support) • Setup Axon Mobile on smartphones (if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4 Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC 1-Day Service Package, except one day of on-site services. 5 CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories &custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to: • 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 10 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement • 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. 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 11 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed ("Installation Site") per the environmental specifications in the Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 12 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 Term. TAP begins after shipment of Devices covered under TAP. If Axon ships Devices in the first half of the month, TAP starts the 1st of the following month. If Axon ships Devices in the second half of the month, TAP starts the 15th of the following month. ("TAP Term"). 2 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 3 Officer Safety Plan Standard. The Officer Safety Plan Standard ("OSP Standard") includes Axon Evidence Unlimited, TAP for Axon body-worn camera ("BWC") and Axon Dock, one TASER X2 or X26P CEW with a 4-year extended warranty, one CEW battery, and one CEW holster. Agency must purchase OSP for 5 years ("OSP Term"). At any time during the OSP Term, Agency may choose to receive the X2 or X26P CEW, battery and holster by providing a $0 purchase order. 4 Officer Safety Plan 7. Both the Officer Safety Plan 7 ("OSP 7") and Officer Safety Plan 7 Plus ("OSP 7 Plus") include Axon Evidence Unlimited,TAP for Axon BWC and Axon Dock, TASER 7 Certification Plan, Axon Records, and Axon Aware. OSP 7 Plus also includes Axon Aware Plus, Signal Sidearm, Auto-Tagging, Axon Performance, Axon Redaction Assistant, and Axon Citizen for Communities. Both bundles are subject to additional terms for services in their bundle.Agency must purchase an OSP 7 subscription for every TASER 7 CEW user. Agency must accept delivery of the TASER 7 CEW and accessories as soon as available from Axon. Some offerings in the OSP 7 bundles may not be generally available at the time of Agency's OSP 7 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 OSP 7 bundle. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During the Term, you will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An Upgrade includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications,as well as any Axon professional services needed to configure Axon Records, are not included in the OSP 7 bundle. The Axon Records subscription will begin upon the start of the OSP 7 Term and end at the end of the OSP 7 Term,as defined below. 5 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month. For phased deployments, each phase has its own start and end date based on the phase's first shipment per the above. OSP 7 runs for 5 years from the OSP 7 start date ("OSP 7 Term"). Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 13 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 6 TAP BWC Upgrade. If Agency purchased 3 years of Axon Evidence Unlimited or TAP as a standalone and makes all payments, Axon will provide Agency a new Axon BWC 3 years after TAP starts ("BWC Upgrade"). If Agency purchases 5 years of Axon Evidence Unlimited, an OSP, or TAP as a standalone and makes all payments, Axon will provide Agency a BWC Upgrade 2.5 and 5 years after TAP starts. If Agency purchased TAP as a standalone, Axon will provide a BWC Upgrade that is the same or like Device, at Axon's option.Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. If Agency purchased Axon Evidence Unlimited or an OSP, Agency may choose a new BWC of Agency's choice. 7 TAP Dock Upgrade. If Agency purchased 3 years of Dock TAP and makes all payments, Axon will provide Agency a new Axon Dock 3 years after TAP starts ("Dock Upgrade"). If Agency purchases 5 years of Axon Evidence Unlimited,an OSP, or Dock TAP and makes all payments,Axon will provide Agency a Dock Upgrade 2.5 and 5 years after TAP starts. The Dock Upgrade at year 2.5 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 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 Device, at Axon's option. 8 Upgrade Delay.Axon may ship the BWC and Dock Upgrades at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the second BWC and Dock Upgrade 60 days before the end of the Term without prior confirmation from Agency. 9 Upgrade Change. If Agency wants to change 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. 10 Return of Original Device. If Axon provides a warranty replacement 6 months before the date of a BWC Upgrade or Dock Upgrade, the replacement is the upgrade. Within 30 days of receiving a BWC or Dock Upgrade,Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Devices. If Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the Devices received by Agency. 11 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: 11.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be given. 11.2. Axon will not and has no obligation to provide the Upgrade Models. 11.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 14 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 Term. If Agency purchases TASER 7 as part of OSP 7 or 7 Plus, TASER 7 starts on the OSP 7 start date. Otherwise, the start date is based on shipment of TASER 7 hardware. If Axon ships TASER 7 hardware in the first half of the month, TASER 7 starts the 1 st of the following month. If Axon ships TASER 7 hardware in the second half of the month, TASER 7 starts the 15th of the following month ("TASER 7 Start Date"). TASER 7 will end upon completion of the associated TASER 7 subscription in the Quote ("TASER 7 Term"). For phased deployments, each phase will have its own 60-month term, with start dates as described above. 2 Unlimited Duty Cartridge Plan. If the Quote includes "Unlimited Duty Cartridge 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. 3 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 TASER 7 Start Date. 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 (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically. 4 Extended Warranty. If the Quote includes a TASER 7 plan (TASER 7 Basic - Upfront Plus Subscription, TASER 7 Basic - Subscription, or TASER 7 Certification), extended warranty coverage is included for the TASER CEW, dock and core, and rechargeable battery as described in the Hardware Limited Warranty.The extended warranty coverage begins on the TASER 7 Start Date and continues for the TASER 7 Term. 5 Trade-in. If a trade-in discount is on the Quote,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 discount. Agency may not destroy Trade-In Units and receive a trade-in discount. Agency Size Days to Return from TASER 7 Start Date Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 6 Subscription Term. The TASER 7 Axon Evidence Subscription Term begins on the TASER 7 or OSP 7 Start Date. 7 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 15 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement during the TASER 7 Axon Evidence Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence.Agency may not exceed the number of end users than the Quote specifies. 8 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings;(b)enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "Pill"), to improve, analyze, support, and operate Axon's current and future devices and services. 9 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: 9.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 9.2. 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. 9.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 16 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Auto-Tagging Appendix 1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location- based on data maintained in Agency's CAD or RMS.Agency must purchase Axon Auto-Tagging for every Axon Evidence user in Agency, even if the user does not have an Axon body camera. 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 17 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the 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. CradlePoint installation is outside the scope of this Agreement. If Agency requires CradlePoint support, Agency will contact CradlePoint directly. 3 Third-party Installer. If Agency (a) installs Axon Fleet and related hardware without "train the trainer" Services from Axon; (b) does not follow instructions provided by Axon during train the trainer; or (c) uses a third-party to install the hardware (collectively, "Third-party Installer"), Axon will not be responsible for Third-party Installer's failure to follow instructions relating to installation and use of Axon Fleet.Axon will not be liable for the failure of Axon Fleet hardware to operate per Axon's specifications or damage to Axon Fleet hardware due to a Third-party Installer. Axon may charge Agency if Axon is required to (a) replace hardware damaged by Third-party Installer; (b) provide extensive remote support; or (c) send Axon personnel to Agency to replace hardware damaged by Third-party Installer. 4 Wireless Offload Software. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Software ("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 Wireless Microphone. The Axon Fleet Wireless Microphone subscription is a 5-year term. If this Agreement terminates for any reason before the end of the 5 years,Agency must pay the remaining MSRP for the Wireless Microphone, or if terminating for non-appropriations, return the Wireless Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 18 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Microphone to Axon. 6 Fleet 2 Unlimited. Both Fleet 2 Unlimited and Fleet 2 Unlimited 60 require a 5-year term. Both offerings provide a 4-year extended warranty on Axon Fleet camera hardware. 7 Fleet 2 Unlimited Upgrade. For Axon Fleet 2 Unlimited, 5-years after the start of the Axon Evidence Subscription associated with Agency's Axon Fleet Purchase, Axon will provide Agency a new front and new rear Axon Fleet camera that is the same or like Device, at Axon's sole option ("Axon Fleet Upgrade"). Axon Fleet 2 Unlimited 60 is not eligible to receive an Axon Fleet Upgrade. After Agency makes the fifth Axon Fleet Unlimited payment,Agency may elect to receive the Axon Fleet Upgrade anytime in the fifth year of the Axon Evidence Subscription associated with Agency's Axon Fleet Purchase. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired.The MSRP is the MSRP in effect at the time of the upgrade.Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon will deactivate the serial numbers for the Devices received by Agency. 8 Fleet Unlimited Termination. If Agency's payment for any Axon Fleet Unlimited program or Axon Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once Axon Fleet Unlimited terminates for any reason, then: 8.1. Axon Fleet Unlimited coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade Models. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 19 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Aware Appendix This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus. Axon Aware Plus includes Axon Aware. 1 Axon Aware Subscription Term. If Agency purchases Axon Aware as part of a bundled offering, the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or(2) date Axon provisions Axon Aware to Agency. If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of the (1) date Axon provisions Axon Aware to Agency, or (2) first day of the month following the Effective Date. The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Aware. 2 Scope of Axon Aware. The scope of Axon Aware 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 Aware outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon Aware to better meet Agency's needs. 3 LTE Requirements. Axon Aware 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 Aware 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. 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. 5 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or bundles that include Axon Aware, Axon will end LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 20 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi nPurchasingAgreement Master Services and Add-on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Studio, and Axon Performance. 1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Studio, or Axon Performance as part of a bundled offering, the subscription begins on the later of the(1) start date of that bundled offering, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Studio, or Axon Performance to Agency. If Agency purchases Axon Citizen for Communities, Axon Redaction Studio, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities,Axon Redaction Studio, or Axon Performance to Agency, or(2)first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on. 2 Axon 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 Evidence Terms of Use Appendix also apply to Portal Content. 3 Performance Auto-Tagging Data. In order to provide Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 21 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement Axon Commander' Software Appendix 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. S. Termination.Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Upon termination, Agency must immediately destroy Commander, including all copies, adaptations and merged portions in any form. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 22 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Application Programming Interface Appendix 1 Definitions. "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. "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. "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. "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; Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 23 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement 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 disclose Axon's API manual. 5 API Content. All content related to API Service, other than Agency Content or Agency's AN Client content, is considered Axon's API Content, including: 5.1. the design, structure and naming of AN Service fields in all responses and requests; 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 AN Service, in any part or as a whole. 6 Prohibitions on API Content. Neither Agency nor its end users will use AN content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7 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.AN Updates may adversely affect how Agency's AN Client access or communicate with AN Service or the AN 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 AN Update for all depreciated AN Service versions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 24 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Advanced User Management Appendix 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 Pricing. Agency must purchase Advanced User Management for every Axon Evidence user in Agency, even if the user does not have an Axon body camera. 3 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 25 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Channel Services Appendix 1 Definitions. "Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. "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 Changes.Axon is only responsible to perform the Services described in this Appendix and Channel Services 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 4 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. 5 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. 6 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 7 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. 8 Agency's Responsibilities. Axon's successful performance of the Channel Services requires Agency: 8.1. Make available its relevant systems for assessment by Axon (including making these Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 26 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement systems available to Axon via remote access); 8.2. 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); 8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; 8.4. Ensure all appropriate data backups are performed; 8.5. Provide Axon with remote access to the Agency's network and third-party systems when required for Axon to perform the Channel Services; 8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 8.7. 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 27 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement VIEVU Data Migration Appendix 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. 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 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. 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. 6.2. 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. 6.3. 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 28 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement within the VIEW solution, Axon will provide Agency 90 days' notice before ending support for the VIEW 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 29 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi nPurchasingAgreement Master Services and Axon Support Engineer Appendix 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. 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 30 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXON rvi n Purchasing Master Se Services and Agreement 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. The Regional ASE service options are listed below: 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 Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 31 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Redaction Services Appendix 1 Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted videos included on the Quote, or the maximum number of hours, whichever comes first. In order to be considered one video, a video an Agency submits to Axon for redaction must be less than 1 hour. If a video is longer than 1 hour, it will be rounded up to the next hour. For example, if Agency submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours. Agency may not rollover unused redactions and hours from one month to the next. 2 Agency Responsibilities. 2.1. Access. Agency will create an account for Axon within Agency's Axon Evidence tenant. Agency must provision Axon to have only permission to view and redact videos identified for redaction. Upon completion of work or on a periodic basis in alignment with Agency's policy, Agency must manage or disable Axon's access within Agency's Axon Evidence tenant. 2.2. Policy. Agency is responsible for providing Axon Agency's standard policy regarding redaction ("Redaction Policy"). The Redaction Policy should identify typical objects and audio that need to be redacted from video.Axon will redact videos per the Redaction Policy unless otherwise instructed in writing. 3 Submission.Agency will identify video for redaction and will submit requests to redactionservices@axon.com.Axon will redact the video according to the Redaction Policy within 72 hours. The redaction will be performed using Axon Evidence's Redaction Studio. 4 Security.Axon will use CJIS certified employees to perform all redaction services. Axon employees will perform all redactions in a CJIS compliant room. 5 Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of any required changes. If changes are necessary, Axon will perform such changes within 48 hours of notification. In the event Agency does not notify Axon of any requested changes within 5 business days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency. 6 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 8.0 Release Date: 11/8/2019 Page 32 of 32 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AMENDMENT #1 TO CONTRACT#010720-AXN THIS AMENDMENT is by and between Sourcewell and Axon Enterprise Inc. (Vendor). Vendor was awarded a Sourcewell Contract for Public Safety Video Surveillance Solutions with Related Equipment, Software and Accessories effective February 25, 2020, through February 21, 2024, relating to the provision of services by Vendor and to Sourcewell and its Members (Original Agreement). The parties agree that certain terms within the Original Agreement will be updated and amended and only to the extent as hereunder provided. IN CONSIDERATION OF the mutual covenants and agreements described in this Amendment, the parties agree as follows: 1. This Amendment is effective upon the date of the last signature below. 2. Vendor has updated its Master Services and Purchasing Agreement to Version 9.0, dated 4/17/20. All references to the Master Services and Purchasing Agreement should be read to mean Version 9.0, which is attached and incorporated. Remainder of page intentionally left blank. Page 1 of 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 Except as amended by this Amendment, the Original Agreement remains in full force and effect. Sourcewell Axon Enterprise Inc. DocuSigned by'.I DocuSigned by: B : 3 Vt In1t� �GtA waVF�j By aUOFD2A139D064898SAo0�.4.C_8�.1_2_4�.A. 8AuthoiAthoIC . _ Jeremy Schwartz Chris Kirby Name— Printed Name— Printed Title: Director of Operations & Procurement/CPO Title: VP, Sales Date: 6/13/2020 1 11:32 PM CDT Date: 6/12/2020 1 4:27 PM CDT Sourcewell—APPROVED: DocuSigned by: By.—. 1. Authoi.__7E42BSF817A64CC . Chad Coauette Name— Printed Title: Executive Director/CEO Date: 6/14/2020 1 2:38 PM CDT Page 2 of 2 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 `� A XON Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency').This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows: 1 Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software.Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. "Axon Devices" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval.Changes in the deployment estimated ship date may change charges in the Quote.Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). All subscriptions including Axon Evidence,Axon Fleet,Officer Safety Plans,Technology Assurance Plans,and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion of the Subscription Term,the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then- current list pricing for any Renewal Term. For all other purchases,Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys'fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 1 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 `� A XON Master Services and Purchasing Agreement 5 Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW")cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Device with the same or like Device, at Axon's option. A replacement Device will be new or like new. Axon will warrant the replacement Device for the longer of (a) the remaining warranty of the original Device or (b) 90- days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering a Device for service,Agency must upload 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 Device sent to Axon for service. 7.3 Spare Devices.Axon may provide Agency a predetermined number of spare Devices as detailed in the Quote ("Spare Devices"). Spare Devices will replace broken or non-functioning units. If Agency utilizes a Spare Device, Agency must return to Axon, through Axon's warranty return process, any broken or non-functioning units. Axon will repair or replace the unit with a replacement Device. Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Devices provided. If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice. 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Device use instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Device; (d) force majeure; (e) Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory,or implied.If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 2 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 `� A XON Master Services and Purchasing Agreement not exceed the purchase price paid to Axon for the Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 Device Warnings. See www.axon.com/legal for the most current Axon device warnings. 10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to 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 Indemnification.Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission,or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 14 IP Rights.Axon owns and reserves all right,title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights.Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 16 Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency's use of Axon Devices. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 3 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 `� A XON Master Services and Purchasing Agreement 17 Termination. 17.1 For Breach.A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement.Agency will deliver notice of termination under this section as soon as reasonably practicable. 17.3 Effect of Termination. Upon termination of this Agreement,Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases 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 Devices received and amounts paid towards those Devices. Only if terminating for non-appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components. 18 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5-years thereafter.Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 19.2 Independent Contractors.The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise,joint venture, agency, fiduciary, or employment relationship between the Parties. 19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary;or(b)for purposes of financing, merger,acquisition,corporate reorganization, Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 4 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AX O N Master Services and Purchasing Agreement or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 Notices.All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon:Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Agency Signature: Signature: Name: Name: Title: Title: Date: Date: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 5 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1 Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant,Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name,an identification number,location data,an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services,Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection.Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency Responsibilities.Agency is responsible for(a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws;and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 6 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. 6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or(c) perform analytic and diagnostic evaluations of the systems. 7 Axon Body 3 Wi-Fi Positioning.Axon Body 3 cameras offers 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 7 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty.Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records.Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term,Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications,as well as any Axon professional services needed to configure Axon Records,are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or(2) date Axon provisions Axon Records to Agency. 13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 8 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 1s Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 9 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Professional Services Appendix 1 Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on-site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency requires more than 4 consecutive on-site days, Agency must purchase additional days. BWC Full Service options include: System set up and configuration • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need • Register cameras to Agency domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on-site session included Dock configuration • Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • On-site assistance, not to include physical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies • 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 obli ations 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(BWC Starter). BWC Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 10 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement are appropriate. If Agency requires more than 1 day of on-site Services, Agency must purchase additional on-site Services.The BWC Starter options include: System set up and configuration (Remote Support) • Instructor-led setup of Axon View on smartphones (if applicable) • Configure categories &custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on-site obligations End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4 Body-Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package, except one day of on-site services. 5 CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories &custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package:Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 11 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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. 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, Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 12 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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 Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed ("Installation Site") per the environmental specifications in the Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any Devices under this Agreement,Axon will provide the update to Agency when Axon generally releases it. If Axon modifies Device User Documentation for any 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 13 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote.Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like 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 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 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 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 Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Devices. If Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the 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: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 14 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2 Axon will not and has no obligation to provide the Upgrade Models. 9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 15 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training.Agency may not resell cartridges received.Axon will only replace cartridges used in the line of duty. 2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively,"Training Content"), Agency may access Training Content.Axon will deliver all Training Content electronically. 3 Extended Warranty. If the Quote includes an extended warranty,the extended warranty coverage period warranty will be for a 5-year term,which includes the hardware manufacturer's warranty plus the 4-year extended term. 4 Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below,Axon will invoice Agency the value of the trade- in credit.Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 5 TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware.The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6 Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term.Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies. 7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 16 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings;(b)enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "Pill"),to improve, analyze, support, and operate Axon's current and future devices and services. 8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason,then as of the date of termination: 8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 17 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Auto-Tagging Appendix 1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer-Aided Dispatch ("CAD")or Records Management Systems ("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location- based on data maintained in Agency's CAD or RMS. 2 Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge.Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes.Axon is only responsible to perform the Services in this Appendix.Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to: 4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services; 4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4 Provide all infrastructure and software information(TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; 4.5 Promptly install and implement any software updates provided by Axon; 4.6 Ensure that all appropriate data backups are performed; 4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services; 4.8 Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services.Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 18 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the 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. Cradlepoint installation is outside the scope of this Agreement. 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 Srever ("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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 19 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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 Axon Fleet Unlimited Upgrade. If Agency has no outstanding payment obligations and has purchased the Axon Fleet Technology Assurance Plan ("Axon Fleet TAP"),Axon will provide Agency with the same or like model of Axon Fleet hardware ("If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" ("Axon Fleet TAP"), Axon will provide Agency with the same or like model of Axon Fleet hardware ("Axon Fleet Upgrade") as schedule on the Quote") as schedule on the Quote If Agency would like to change models for the Axon Fleet Upgrade,Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon will deactivate the serial numbers for the Devices received by Agency. 7 Privacy. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation.Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon's maintenance or diagnostic screenings;(b)enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (collectively, "PII"),to improve, analyze, support, and operate Axon's current and future devices and services. 8 Axon Fleet Unlimited Termination. If Agency's payment for any Axon Fleet Unlimited program or Axon Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once Axon Fleet Unlimited terminates for any reason, then: 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 Models. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 20 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Aware Appendix This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus. 1 Axon Aware Subscription Term. If Agency purchases Axon Aware as part of a bundled offering, the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or(2) date Axon provisions Axon Aware to Agency. If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of the (1) date Axon provisions Axon Aware to Agency, or (2) first day of the month following the Effective Date. The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Aware. 2 Scope of Axon Aware. The scope of Axon Aware 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 Aware outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon Aware to better meet Agency's needs. 3 LTE Requirements. Axon Aware 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 Aware 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. 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. 5 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or bundles that include Axon Aware, Axon will end LTE service. Add-on Services Appendix Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 21 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance. 1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. If Agency purchases Axon Citizen for Communities,Axon Redaction Assistant,or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on. 2 Axon 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 22 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Commander' Software Appendix 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 23 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Application Programming Interface Appendix 1 Definitions. "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. "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. "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. "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 AN 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; Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 24 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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 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; 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. 6 Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface to: 6.1 scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2 copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; 6.3 misrepresent the source or ownership; or 6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 25 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Advanced User Management Appendix 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 26 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Channel Services Appendix 1 Definitions. "Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. "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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 27 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 28 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement VIEW Data Migration Appendix 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. 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 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. 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. 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 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 29 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 30 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Axon Support Engineer Appendix 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. 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 31 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement 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. The Regional ASE service options are listed below: 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 Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 32 of 33 DocuSign Envelope ID:2671586C-A299-487C-9C2B-4ED7A911 1 F34 AXONMaster Services and Purchasing Agreement Redaction Services Appendix 1 Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted videos included on the Quote, or the maximum number of hours, whichever comes first. In order to be considered one video, a video an Agency submits to Axon for redaction must be less than 1 hour. If a video is longer than 1 hour, it will be rounded up to the next hour. For example, if Agency submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours. Agency may not rollover unused redactions and hours from one month to the next. 2 Agency Responsibilities. 2.1 Access. Agency will create an account for Axon within Agency's Axon Evidence tenant. Agency must provision Axon to have only permission to view and redact videos identified for redaction. Upon completion of work or on a periodic basis in alignment with Agency's policy, Agency must manage or disable Axon's access within Agency's Axon Evidence tenant. 2.2 Policy. Agency is responsible for providing Axon Agency's standard policy regarding redaction ("Redaction Policy"). The Redaction Policy should identify typical objects and audio that need to be redacted from video.Axon will redact videos per the Redaction Policy unless otherwise instructed in writing. 3 Submission.Agency will identify video for redaction and will submit requests to redactionservices@axon.com.Axon will redact the video according to the Redaction Policy within 72 hours. The redaction will be performed using Axon Evidence's Redaction Studio. 4 Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees will perform all redactions in a CJIS compliant room. 5 Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of any required changes. If changes are necessary,Axon will perform such changes within 48 hours of notification. In the event Agency does not notify Axon of any requested changes within 5 business days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency. 6 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 9.0 Release Date: 4/17/2020 Page 33 of 33