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Axon Enterprise/Police/372,085.00 Per Annum/ Body Worn + Vehicle Mounted + Interview Room and CEW System RFP
Axon Enterprise,Inc. Carmel Police Department-2018 Appropriation# 1110 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum AGREEMENT FOR PURCHASE OF GOODS AND SERVICES • THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES("Agreement') is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Axon Enterprises, Inc., an entity duly authorized to do business in the State of Indiana("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services(the"Goods and Services")listed in Exhibit A from Vendor using City budget appropriation number 1110 44-670.99 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 The total price for the Goods and Services to be provided to City hereunder shall be no more than Three Hundred Seventy Two Thousand Eighty Five Dollars per annum ($372,085.00 per annum) in accordance with the attached Quote included in Exhibit A (the "Quote"). Vendor shall submit an invoice to City annually detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty-five(35)days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing,to pay an amount in excess thereof. 4. WARRANTY: Warranty terms are set forth in Exhibit A, attached hereto. 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. .\.\,,Ml...kaC'criVrs'T.i.wP.1,1ti'c<n:raJCris CF1VAr<!mml_?.srr.1...IRe.:s.N I:-IJ IA sir I:'I J"IP Ill P\lI 1 Axon Enterprise,Inc. Carmel Police Department-2018 Appropriation# 1110 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten(10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendors sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c)fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within thirty (30) business days (or such shorter period of time as is commercially reasonable under the circumstances)after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies,and shall provide that such insurance policies shall not be canceled without thirty(30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses(including, but not limited to, reasonable attorney fees)for injury, death and/or damages to any person or property arising from or in connection with Vendor's negligent acts, errors or omissions, or willful misconduct as related to the provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all reasonable court costs, attorney fees, and other expenses, caused by any negligent act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. Ir:\fi+DnlaJa'[wvidsV o•13,41y N'om Dail Cana CEW A8«coirn4_A<m Fail 12cmcd 12.14.18.do.12'I4 2018 I I)P2.11 2 Axon Enterprise,Inc. Carmel Police Department-2018 Appropriation# 1110 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY: Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation Indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions.The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. I X:VErhrri and,'CmvacraWrm B i) ern DeA Cem CEW Agreemeni_Axm Find Revised I2.I1.IE.bd.-.ILI4l019 1:17 PM) 3 Axon Enterprise,Inc, Carmel Police Department-2018 Appropriation# 1 1 10 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18, NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C. Haney, One Civic Square Corporation Counsel Carmel, Indiana 46032 Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Axon Enterprises, Inc. 17800 North 851h Street Scottsdale, AZ 85255 Attn:Jeff Goolsby Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: The Agreement may be terminated according to the provisions set forth in Exhibit A,attached hereto. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth herein, this Agreement shall be in effect for one (1) calendar year from the Effective Date and shall automatically renew for a period of one (1) calendar year on an annual basis for a total of five (5) years, unless otherwise agreed by the parties hereto. 4 Axon Enterprise,Inc. Carmel Police Department-2018 Appropriation# 1 1 10 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit,expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 27. DEBARMENT AND SUSPENSION 27.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended,proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 27.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. I C:X.h,l.0 Je,'rC.nie.ir A..v O+ly N'.r Da,h C+m CF. 'Apree rrk-ii_l+em Fin.l R:+i�d 11 1i 19 i .I:I l201?I'.17 Vf 5 Axon Enterprise,Inc. Carmel Police Department-2018 Appropriation# 1 1 1 0 44-670.99;P.O.#'s: 102359, 102365 Contract Not To Exceed$372,085.00 per annum IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA AXON ENTERPRISE, INC. by and through its Board of Public Works and Safety By: By: James Brainard, Presiding Officer Authorized Signature D te: Printed Name Mary Ann urke, I m r Date: \ AS`�OC. CleAlo ck,\Co v ' Title Lori S. Watso ember FID/TIN: O"1 \2Q 1 Date: f--.),I 11 1 b Last Four of SSN if Sole Proprietor: ATTES Date: l 2 I 1 6 'Christine S. Pauley, erk-Treasurer Date: �Xlpberlsndn'CrarensUer*Body Worn Darb Cenr rEW Apreemenl_Am,Final Revised 12-I4-IA dor 12/I412018 1:17 PAP 6 City of Carmel Body Worn + Vehicle Mounted +Interview Room and CEW System RFP 8.0 AXON PROPOSED PRICING Axon is proposing a fully integrated solution that consists of the following program bundles, and their associated components: • OSP Bundle: BWCs and CEWs bundled together o (120) Axon Body 2 camera systems o (100)TASER X2 Conducted Energy Weapons o (132) User Accounts for Evidence.com o Unlimited Cartridge Plan for TASER X2's o CAD/ RMS Integration Services o Complete installation, setup &training services • Axon Fleet In-Car Unlimited Bundle o (100)Axon Fleet in-car camera systems -'— o Wi-Fi offload method o Unlimited data storage o Axon's Train-the-Trainer Installation Service • Axon Interview Unlimited Bundle o (02) Axon Interview Rooms o Unlimited data storage o Complete installation, setup and training services PROGRAM COST SNAPSHOT OSP PROGRAM AXON FLEET AXON INTERVIEW (BWC+CEW) PROGRAM PROGRAM DUE NET 30 (YEAR 1) $1 79,731:60 $46,530 $13,606 TOTAL 5 $911,899:60 $773,998 $42,310 YEAR COST On the following pages we are providing a more detailed breakdown of what each program delivers, along with annual cost itemization. Exhibit of tb �� AXON City of Carmel Body Worn + Vehicle Mounted +Interview Room and CEW System RFP 8.1 Program Deliverables The City of Carmel can expect to receive the following deliverables with each of the system bundles: BODY-WORN AND CEW AXON FLEET 2 AXON INTERVIEW QUANTITY 120'Officers 100 Vehicles 02 Rooms (100) OSP Bundles (100) Axon Fleet 2 Bundles (02) Interview Rooms -Axon Body 2 camera - Front facing camera - Axis overt cameras -Two BWC mounts - Rear facing camera - Louroe microphones - CAD/'RIM Integration - Rear camera controller -Touchscreen mounted -TASER X2 CEW -Two backup batteries - Unlimited Cartridge Plan - Axon Signal Unit (02) Recording servers HARDWARE - Bluetooth (20)Axon Body 2 cameras (01) POE Switch -Two BWC mounts =Sync/charging cable (17)Axon Docks -Wall mounts (120) PRO User licenses (100) Axon View XL (02) Streaming Server Licenses -Access &manage evidence - MDT application installed SOFTWARE& COMPONENTS (12) PRO Adniin licenses (02)WIFI Offload Servers (02)Touchscreen Software -Access &manage evidence - Offload server software - Manage system controls - Offload server maintenance DATA STORAGE BWC Unlimited Data Plan Fleet Unlimited Data Plan Interview Unlimited Data Plan (01) BWC Full Service (01) Axon Fleet TTT Install (01) Interview Standard Pkg. - Up to four days -One day -Two days - Install, setup and configure -Train the trainer installation - Install, setup&configure - Onsite end user training - Onsite end user training INSTALLATION - System admin &records &TRAINING training SERVICES (01) CEW Full Service - Up to four days - Onsite training for users Two-0 instructor course (120) Five-year warranty plans (100) Five-year warranty plans (02) Five-year warranty plans WARRANTY& UPGRADE (120)TAP Upgrade Plans (100)TAP Upgrade Plans PLANS -Two BWC & Dock upgrades - One Fleet upgrade - One CEW upgrade 20F L/ Ai. AXON City of`...mel Body Worn + Vehicle Mounted +Interview Room and CEW System RFP PROGRAM BODY-WORN AND CEW AXON FLEET 2 AXON INTERVIEW BUNDLE (OSP PACKAGE) QUANTITY 120 Officers 100 Vehicles 02 Rooms YEAR 1 $179,731.60 $46,530 $13,606 PAYMENT YEAR 2 $183,042 $181,867 PAYMENT $7,176 YEAR 3 $183,042 PAYMENT (Full BWC&Dock upgrade) $181,867 $7,176 YEAR 4 $183,042 $181,867 PAYMENT $7,176 YEAR 5 $183,042 $7,176 PAYMENT (Full BWC&Dock upgrade) $181,867 (Full Axon Fleet upgrade) PROGRAM $911,899.60 $773,998 TOTAL $42,310 CW \ AA AXON pg.70 OSP Program Quote w/ Unlimited Cartridge Plan allQ-191480-43433.737JG Issued 11/29/2018 ,4114( Axon Enterprise, Inc. ♦ Quote Expiration: 12/2112018 17800 N 85ih St. Account Number 106575 Scottsdale,Arizona 85255 Start Date: 01/01/2019 United States Payment Terms:Net 30 Phone;(800)978-2737 Delivery Method:Fedex-Ground SALES REPRESENTATIVE Jeff Goolsby SHIP TO BILL TO Phone: Todd Luckoski Carmel Police Department- IN Email:jgoolsby@axon.com Carmel Police Department-IN 3 CIVIC SQ. Fax: 3 CIVIC SQ. Carmel, IN 46032 PRIMARY.CONTACT Carmel, IN 46032 US • Todd Luckoski US Phone:317-710-6145 Email:tluckoskl@carmel.in.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80075 OSP BWC&CEW BUNDLE:YEAR 1 PAYMENT 100 1,188.00 0.00 0.00 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 12 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 360 0.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 4,000 0.00 0.00 0.00 80052 CAD/RMS SERVICE ADD-ON:YEAR 1 PAYMENT 120 180.00 187.50 22,500.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 3 336.00 0.00 0.00 PAYMENT 80082 UNLIMITED BWC BUNDLE:YEAR 1 PAYMENT 20 948.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 800 0.00 0.00 0.00 88135 UCP SMART-YEAR 1 PAYMENT 100 128.00 0.00 0.00 Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE,AXON BODY 120 499.00 469.89 56,386.80 2, BLK 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 120 0.00 0.00 0.00 74021 MAGNET MOUNT,THICK OUTERWEAR,AXON 120 0.00 0.00 0.00 RAPIDLOCK 11553 SYNC CABLE,USB A TO 2.5MM 120 0.00 0.00 0.00 74001 AXON CAMERA ASSEMBLY, ONLINE,AXON BODY 100 499.00 469.89 46,989.00 2, BLK 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 100 0.00 0.00 0,00 E-,xhibit _ Q-191480-43433.737JG Protect Life. Year 1 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 74021 MAGNET MOUNT,THICK OUTERWEAR,AXON 100 0.00 0.00 0.00 RAPIDLOCK 11553 SYNC CABLE, USB A TO 2.5MM 100 0.00 0.00 0.00 70033 WALL MOUNT BRACKET,ASSY,EVIDENCE.COM 17 42.00 33.25 565.25 DOCK 74008 AXON DOCK,6 BAY+CORE,AXON BODY 2 17 1,495.00 2,180.25 37,064.25 22003 YELLOW X2 CEW,HANDLE 100 0.00 0.00 0.00 22014 WARRANTY,4 YEAR,X2 100 0.00 0.00 0.00 70116 SPPM, SIGNAL CONNECTED BATTERY PACK, 100 0.00 0.00 0.00 X2/X26P 22013 KIT, DATAPORT DOWNLOAD,USB,X2/X26P 1 188.00 188.00 188.00 22501 RIGHT-HAND HOLSTER,X2, BLACKHAWK 100 0.00 0.00 0.00 74001 AXON CAMERA ASSEMBLY, ONLINE,AXON BODY 20 499.00 469.89 9,397.80 2, BLK 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 20 0.00 0.00 0.00 74021 MAGNET MOUNT, THICK OUTERWEAR,AXON 20 0.00 0.00 0.00 RAPIDLOCK _ 11553 SYNC CABLE,USB A TO 2.5MM 20 0.00 0.00 0.00 70033 WALL MOUNT BRACKET,ASSY, EVIDENCE.COM 3 42.00 33.25 99.75 DOCK 74008 AXON DOCK,6 BAY+CORE,AXON BODY 2 3 1,495.00 2,180.25 6,540.75 22157 25 FT NON-CONDUCTIVE TRAINING SMART 300 0.00 0.00 0.00 CARTRIDGE,X2 22151 25 FT SMART CARTRIDGE,X2 300 0.00 0.00 0.00 Services . 80143 OFFICER SAFETY PLAN, FULL SERVICE 1 25,000.00 0.00 0.00 Subtotal 179,731.60 Estimated Shipping 0.00 Estimated Tax 0.00 Total 179,731.60 Spares Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE,AXON BODY 6 0.00 0.00 0.00 2,BLK 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 6 0.00 0.00 0.00 ___A.7_ Exhibit Q-19148014 .3.737JG Protect Life. Spares(Continued) List Unit Item Description Quantity price Net Unit Price Total(USD) Hardware(Continued) 74021 MAGNET MOUNT,THICK OUTERWEAR,AXON 6 0.00 0.00 0.00 RAPIDLOCK 11553 SYNC CABLE, USB A TO 2.5MM 6 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Not Unit Price Total(USD) Price Axon Plans &Packages 80076 OSP BWC&CEW BUNDLE:YEAR 2 PAYMENT 100 1,188.00 1,258.66 125,866.00 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 12 468.00 234.00 2,808.00 85110 EVIDENCE.COM INCLUDED STORAGE 360 0.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 4,000 0.00 0.00 0.00 80053 CAD/RMS SERVICE ADD-ON:YEAR 2 PAYMENT 120 180.00 180.00 21,600.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 3 336.00 336.00 1,008.00 PAYMENT 80083 UNLIMITED BWC BUNDLE:YEAR 2 PAYMENT 20 948.00 948.00 18,960.00 85110 EVIDENCE.COM INCLUDED STORAGE 800 0.00 0.00 0.00 88136 UCP SMART-YEAR 2 PAYMENT 100 128,00 128.00 12,800.00 Subtotal 183,042.00 Estimated Tax 0.00 Total 183,042.00 Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans &Packages 80077 OSP BWC&CEW BUNDLE:YEAR 3 PAYMENT 100 1,188.00 1,258.66 125,866.00 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 12 468.00 234.00 2,808.00 85110 EVIDENCE.COM INCLUDED STORAGE 360 0.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 4,000 0.00 0.00 0.00 80054 CAD/RMS SERVICE ADD-ON:YEAR 3 PAYMENT 120 180.00 180.00 21,600.00 87028 TASER ASSURANCE PLAN DOCK 2 ANNUAL 3 336.00 336.00 1,008.00 PAYMENT 80084 UNLIMITED BWC BUNDLE:YEAR 3 PAYMENT 20 948.00 948.00 18,960.00 85110 EVIDENCE.COM INCLUDED STORAGE 800 0.00 0,00 0.00 Exhibit__._._ coe4 0-191480,33./3/J(a Protect Life. Year 3 (Continued) item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages(Continued) 88137 UCP SMART-YEAR 3 PAYMENT 100 128.00 128.00 12,800.00 Subtotal 183,042.00 Estimated Tax 0.00 Total 183,042.00 Year 4 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80078 OSP BWC&CEW BUNDLE:YEAR 4 PAYMENT 100 1,188.00 1,258.66 125,866.00 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 12 468.00 234.00 2,808.00 85110 EVIDENCE.COM INCLUDED STORAGE 360 0.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 4,000 0.00 0.00 0.00 80055 CAD/RMS SERVICE ADD-ON:YEAR 4 PAYMENT 120 180,00 180.00 21,600.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 3 336.00 336.00 1,008.00 PAYMENT 80085 UNLIMITED BWC BUNDLE:YEAR 4 PAYMENT 20 948.00 948.00 18,960.00 85110 EVIDENCE.COM INCLUDED STORAGE 800 0.00 0.00 0.00 88138 UCP SMART-YEAR 4 PAYMENT 100 128.00 128.00 12,800.00 Subtotal 183,042.00 Estimated Tax 0.00 Total 183,042.00 Year 5 'tom Description Quantity List Unit Not Unit Price Total(USD) Price Axon Plans&Packages 80079 OSP BWC&CEW BUNDLE:YEAR 5 PAYMENT 100 1,188.00 1,258.66 125,866.00 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 12 468.00 234.00 2,808.00 85110 EVIDENCE.COM INCLUDED STORAGE 360 0.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 4,000 0.00 0.00 0.00 80056 CAD/RMS SERVICE ADD-ON:YEAR 5 PAYMENT 120 180.00 180.00 21,600.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 3 336.00 336.00 1,008.00 PAYMENT 80086 UNLIMITED BWC BUNDLE:YEAR 5 PAYMENT 20 948.00 948.00 18,960.00 85110 EVIDENCE.COM INCLUDED STORAGE 800 0.00 0.00 0.00 Exhibit A 7 L1c O-191480-43433.73)JG Protect Life. Year 5(Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages(Continued) 88139 UCP SMART-YEAR 5 PAYMENT 100 128.00 128.00 12,800.00 Subtotal 183,042.00 Estimated Tax 0.00 Total 183,042.00 Grand Total) 911,899.60 Exhibit.__� Q-19148043433.737,JG Protect Life. 4i. AXON Discounts (USD) Quoto Explratlon:1 2121/201 8 List Amount 1 ,069,608.00 Discounts 157,708.40 Total 911,899.60 'Total excludes applicable taxes and shipping Summary of Payments Payment Amount (USD) Year 1 179,731.60 Spares 0.00 Year 2 183,042.00 Year 3 183,042.00 Year 4 183,042.00 Year 5 183,042.00 Grand Total 911,899.60 Exhibit gocyi-7 Q-191480�33.737JG Protect Life. Notes Agency is electing to operate with a 2:1 camera workflow,secondary cameras will not need additional licenses nor will be covered under the Technology Assurance Plan(TAP). Officer Safety Plan Includes: -Evidence.com Pro License -Upgrades to your purchased AXON cameras and Docks at years 2.5 and 5 under TAP -Extended warranties on AXON cameras and Docks for the duration of the Plan -Unlimited Storage for your AXON devices and data from the Evidence Mobile App -One TASER CEW of your choice with a 4 year extended warranty(5 years total of warranty coverage) -One CEW holster and battery pack of your choice -40 GB of Included storage for other digital media -Additional terms apply.Please refer to the Evidence,com Master Service Agreement for a full list of terms and conditions for the Officer Safety Plan. Axon's Sales Terms and Conditions This Quote Is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement(posted at www.axon.com/legalisales-terms-and-conditions),as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,if applicable.Any purchase order issued in response to this Quote Is subject solely to the above referenced terms and conditions.By signing below,you represent that you are lawfully able to enter Into contracts.If you are signing on behalf of an entity(Including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity.If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write NIA): Please sign and email to Jeff Goolsby atjgooisby@axon.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order,please check out our online store b y.axon.corrn Quote:Q-191480-43433.737JG 'Protect Life'e and TASER®are registered trademarks of Axon Enterprise,Inc,registered In the U.S.a 2013 Axon Enterprise,Inc.All rights reserved. Exhibit A �o o02 (]-19148 33.737JG Protect Life. Axon Fleet In-Car Camera System Quote Q-178470-43433.120J G Issued:11/29/2018 1110 Axon Enterprise, Inc. Quote Expiration.1 212 112 01 8 17800 N 85th St Account Number 106575 Scottsdale,Arizona 85255 Start Date: 01/01/2019 United States Payment Terms:Net 30 Phone:(800)978-2737 Delivery Method:Fedex-Ground SALES REPRESENTATIVE Jeff Goolsby SHIP TO BILL TO Phone: James Semester Carmel Police Department-IN Email:)goolsby@axon.com Carmel Police Department-IN 3 CIVIC SQ. Fax: 3 CIVIC SQ. Carmel,IN 46032 PRIMARY CONTACT Carmel,IN 46032 US James Semester US Phone:(317)571-2572 Email:jsemester@carmetin.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans &Packages ._ .- 80156 FLEET 2 UNLIMITED PACKAGE:YEAR 1 PAYMENT 100 1,548.00 465.301 46,530.00 Hardware 71079 CAMERA SYSTEM, FRONT, FLEET 2 100 0.00 0.00 0.00 71080 CAMERA MOUNT, FRONT, FLEET 2 100 0.00 0.00 0.00 71081 CAMERA SYSTEM, REAR,WITH MOUNT, FLEET 2 100 0.00 0.00 0.00 71082 CAMERA CONTROLLER, REAR,FLEET 2 100 0.00 0.00 0.00 71083 CONTROLLER MOUNT,REAR CAMERA, FLEET 2 100 0.00 0.00 0.00 70112 AXON SIGNAL UNIT 100 0.00 0.00 0.00 74024 BATTERY SYSTEM,AXON FLEET 200 0.00 0.00 0.00 71022 FLEET CABLE ASSEMBLY, POWER 200 0.00 0.00 0.00 71085 CABLE ASSEMBLY,BATTERY BOX TO CAMERA, 200 0.00 0.00 0.00 FLEET 2 74027 Axon Fleet Dongle 100 0.00 0.00 0.00 80186 5 YEAR TAP, FLEET 2 FRONT CAMERA SYSTEM 100 0.00 0.00 0.00 80187 5 YEAR TAP, FLEET 2 REAR CAMERA SYSTEM 100 0.00 0.00 0.00 80188 5 YEAR TAP,FLEET 2 REAR CAMERA 100 0.00 0.00 0.00 CONTROLLER 74110 CABLE,CATS ETHERNET 25 FT,FLEET 100 0.00 0.00 0.00 Other No Router No Router(Declined) 100 0.00 0.001 0.00 Exhibit A ic 604( (. Q-17847•433 120JG Protect Life. Year 1 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Services 80131 TRAIN INSTALLER OR INSTALLATION FACILITY, 1 2,500.00 0.00 0.00 PER DAY, PER SITE WIFI Offload 74074 WI-FI OFFLOAD SERVER HARDWARE 2 3,500.00 0.00 0.00 71039 WI-FI OFFLOAD,SOFTWARE LICENSE 1 600.00 0.00 0.00 74067 WI-FI OFFLOAD SOFTWARE MAINT,YEAR 1 2 0.00 0.00 0.00 PAYMENT Subtotal 46,530.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 46,530.00 Spares 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 71079 CAMERA SYSTEM, FRONT, FLEET 2 3 0.00 0.00 0.00 71080 CAMERA MOUNT, FRONT,FLEET 2 3 0.00 0.00 0.00 71081 CAMERA SYSTEM, REAR,WITH MOUNT, FLEET 2 3 0.00 0.00 0.00 71082 CAMERA CONTROLLER, REAR,FLEET 2 3 0.00 0.00 0.00 71083 CONTROLLER MOUNT, REAR CAMERA, FLEET 2 3 0.00 0.00 0.00 70112 AXON SIGNAL UNIT 3 0.00 0.00 0.00 74024 BATTERY SYSTEM,AXON FLEET 6 0,00 0.00 0.00 71022 FLEET CABLE ASSEMBLY, POWER 6 0.00 0.00 0.00 71085 CABLE ASSEMBLY,BATTERY BOX TO CAMERA, 6 0.00 0.00 0.00 FLEET 2 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Net Unit Price Total (USD) Price Axon Plans&Packages 80157 FLEET 2 UNLIMITED PACKAGE:YEAR 2 PAYMENT 100 1,548 D0 1,818.671 181,867.00 Exhibit I2ci1 „-- `6 c 0-178470-43433 120JG Protect Life. Year 2 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price WIFI Offload 74C68 WI-FI OFFLOAD SOFTWARE MAINT,YEAR 2 2 600.00 0.00 0.00 PAYMENT Subtotal 181,867.00 Estimated Tax 0.00 Total 181,867.00 Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80158 FLEET 2 UNLIMITED PACKAGE:YEAR 3 PAYMENT 100 1,548.00 1,818.671 181,867,00 WIFI Offload 74069 WI-FI OFFLOAD SOFTWARE MAINT,YEAR 3 2 600.00 0.00 0.00 PAYMENT Subtotal 181,867.00 Estimated Tax 0.00 Total 181,867.00 Year 4 ' • Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80159 FLEET 2 UNLIMITED PACKAGE:YEAR 4 PAYMENT 100 1,548.00 1,818.671 181,867.00 WIFI Offload;: 74070 WI-FI OFFLOAD SOFTWARE MAINT,YEAR 4 2 600.00 0.00 0.00 PAYMENT Subtotal 181,867.00 Estimated Tax 0.00 Total 181,867.00 Year 5 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80160 FLEET 2 UNLIMITED PACKAGE:YEAR 5 PAYMENT 100 1,548.00 1,818.671 181,867.00 Exhibit , A 0-1 784 70-434 33.12OJG Protect Life. Year 5 (Continued) List Unit Item Description Quantity Price Not Unit Price Total(USD) WIFI Offload 74071 WI-FI OFFLOAD SOFTWARE MAINT,YEAR 5 2 600,00 0.00 0.00 PAYMENT Subtotal 181,887.00 Estimated Tax 0.00 Total 181,887.00 Grand Total 773,998.00 Exhibit A O.-178470-43433.120JG Protect Life. • Ai AXON Discounts (USD) Quoto Expiration:1 212 1 12 01 8 List Amount 788,900.00 Discounts 14,902.00 Total 773,998.00 *Total excludes applicable taxes and shipping Summary of Payments Payment Amount (USD) Year 1 46,530.00 Spares 0.00 Year 2 181,867.00 Year 3 181,867.00 Year 4 181,867.00 Year 5 181,867.00 Grand Total 773,998.00 Exhibit A 1 /6-0 fiK Q-178470-43433.120JG Protect Life. 0 STATEMENT OF WORK&CONFIGURATION DOCUMENT Axon Fleet In-Car Recording Platform This document details a proposed system design Agency Created For:Carmel Police Department-IN Quote:Q-178470-43433.120JG Sold By: Jeff Goolsby Designed By: Matthew Karsten Installed By: Customer Target Install Dato: Exhibit .-61‘ V-3.26.18 Q-178470-43433.1201E VEHICLE OVERVIEW i E NAME CUSTOMER NAME. Headquarters Carmel Police Department-IN Total.,CbhflgUiod Vehicles • 100 Total VehiclesWlth thle Confguration i. l • I Vldoo.C1p uraBo'rces Axon Camera : 00;' Total Cameras Deployed • • Axon Signal Unit(s)Per Vehicle _ Mobile Data.T.rminel P.rV.hiple Signal Unit • 1 Located In Each Vehicle Mobile Router PerVehIcle • I Cradlepolnt IBR900 Series In-Car Router Offload Mechanism • WI-FI Evidence Management System Battery Box • Evldence.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 IBR900 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. Exhibit A _ Q-178470-43433.1201G ! 70f`t� 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 NetMotlon 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 IBR900 Series Hardware Provisioning The customer will provide a MDT for each vehicle In-Car Network Considerations Network Requirements Cradlepoint IBR900 Series will create a dedicated 5Ghz WiFI network within each vehicle.This network will join the Axon Fleet cameras and Mobile Data Terminal together. IP Addressing Total IPs Required Axon Fleet Cameras 200 Network Addressing Mobile Data Terminal 100 400 Cradlepoint IBR900 Series 100 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 AgreementIf 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. Exhibit A_ Q-178470-43433.1201G t 0.66 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. Customer 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 nas 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. IAExhibit 0;173470-43'd33 1201G WiFi Offload Considerations There will be a maximum of 11 concurrent vehicles offloading at any given time. 2 servers are required to facilitate the offload of in-car data to Evidence.com 3 wireless access point(s)are required to facilitate the offload of data to Evidence.com When in proximity, the Cradlepoint IBR900 Series will connect to the agency's wireless access point(s)and initiate the upload of recorded video content Axon will not assume any responsibility for the management of/or configuration of an Axon Fleet compatible 3rd party router purchased by the Agency Upon completion of solution connectivity,meaning Axon Fleet is operational and appropriately connected to the Agency's WAP/Network Infrastructure,the Agency will then assume responsibility for their network workflow. In the event the Agency has a VPN/APN,Axon requires the appropriate Administrator of the Agency be present during the entire installation of Fleet. In the event the Agency is using Wi-Fi Offload and a WOS server is being used,Axon requires the WiFI Offload Standards appropriate Administrator of the Agency be present for the installation of Fleet in the Initial vehicle. Customer will provide all wireless access points for Installation. Axon will provide all server(s)for this installation. Customer will provide the data switch for this installation. Customer will provide the server rack for this installation. . . . Customer will provide the KVM, monitor and mouse for this installation. Customer will provide the Uninterruptible Power Supply(UPS)for this installation. Servers will maintain a Sustained Disk Write Speed of Mbps. An Axon representative will provide the Agency detailed instructions for the WOS server setup and configuration(to include racking the server,setup of the server,and configuration of Axon WOS Software and Microsoft IIS Server). It is the responsibility of the Agency to ensure the WOS Server(s)are operational before the scheduled deployment date. Axon will provide remote assistance per the Agency's request. Network Considerations Camera Bitrate(see Comments) 7 Mbps Shifts per Day 3 Shifts Maximum Offline Time 2 Days Agency Provided Metrics Hours Of video Recorded Per Shift 3 Hours Number of Vehicles per Shift at Site 11 Vehicles Max Concurrent Vehicles Offloading 11 Vehicles Available Internet Upload Bandwidth 100 Mbps Vehicle Offload Time 30 Minutes Wi-Fi Overhead 1 Percent Variables Network Protocol Overhead 1 Percent Max Storage Utilization% 1 Percent Results Data Size per Vehicle/Shift 9450 MB Exhibit _- - Q-178470-43433.120J G ram[ S-ii< Network Considerations Required Throughput Per Verhicle 42 Mbps Minimum Wi-Fi Speed 42 Mbps Total Data per Shift 101.51 GB Total Data per Day 304.54 GB Total Offload Bandwidth 462 Mbps Results Total Storage 6090820.31 GB Required Sustained Network Bandwidth 491 Mbps Sustained Disk Write Speed 58 Mbps Min.Supportable Throughput to E.com 28.88 Mbps E.com Throughput Difference 71.13 Mbps Exhibit_ __ Q-178470-43433.120JG 2 1 UC(142 This device has not been authorized as required by the rules of the Federal Communications Commission.The sale of this device Is therefore subject and conditional to the approval of the Federal Communications Commission.The device will comply with the appropriate rules upon sale and before delivery or distribution of the device. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement(posted at www.axon.com/leaai/sales-terms-and-conditions),as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,If applicable.Any purchase order Issued In response to this Quote Is subject solely to the above referenced terms and conditions.By signing below,you represent that you are lawfully able to enter Into contracts.If you are signing on behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity.if you do not have this authority,please do not sign this Quote, Signature: Date: Name(Print): Title: -'•- PO# (Or write N/A): Please sign and email to Jeff Goolsby at jgoolsbyc axon.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order,please check out our online store))uv,exon,corn Quote:Q-1 78470-43433.120JG 'Protect Ufe'©and TASERO are registered trademarks of Axon Enterprise,Inc,registered in the U.S.®2013 Axon Enterprise,Inc.All rights reserved. Exhibit Q-i 7fi470-4:i4:33,h QJ Protect Life. Axon Interview Room System Quote Q-168996-43433.869J G Issued 11/29/2018 / 44410 Axon Enterprise,Inc. NOQuote ExplraUon:12/21/2018 17800 N 85th St. Account Number 106575 Scottsdale,Arizona 85255 Start Date: 01/01/2019 United States Payment Terms:Net 30 Phone:(800)978-2737 Delivery Method:Fedex-Ground SALES REPRESENTATIVE Jeff Goolsby SHIP TO BILL TO Phone: James Semester Carmel Police Department-IN Email:jgoolsby©axon.com Carmel Police Department-IN 3 CIVIC SQ. Fax: 3 CIVIC SQ. Carmel, IN 46032 PRIMARY CONTACT Carmel, IN 46032 US James Semester US Phone:(317)671-2572 Email:jsemester@carmel.in.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages • -. 50071 AXON STREAMING SERVER LICENSE(PER 2 1,750.00 0.00 0.00 SERVER) 50070 AXON TOUCH PANEL SOFTWARE 2 1,500.00 0.00 0.00 ! INTERVIEW ROOM UNLIMITED EVIDENCE.COM 50055 LICENSE YEAR 1 PAYMENT 4 1,188.00 594.00 2,376.00 Hardware 50112 AXIS VANDAL RESISTANT IP DOME CAMERA 4 940.00 470.00 1,880.00 50118 LOUROE DV-ML MICROPHONE(POE) 4 195.00 97.50 390.00 50123 HP SWITCH-8PORT GIGABIT MAX POE 1 760.00 760.00 760.00 MANAGED SWITCH 50206 RECORDING SERVER LITE, 1U RACK SERVER, 2 1,600.00 1,600.00 3,200.00 XEON(4-CORE),8GB ME 50127 HODS-X TOUCHPANEL W/8GB RAM,500GB SSD 2 2,600.00 0.00 0.00 74062 INTERVIEW ROOM 5 YR EXTENDED WARRANTY 2 1,240.99 0.00 0.00 Services 85170 INTERVIEW ROOM, INSTALL AND SETUP 2 2,500.00 2,500.00 5,000.00 Subtotal 13,606.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 13,606.00 Exhibit A () ..-- ___ Q-1G8996-43433.869JG Protect Life. Year 2 !tern Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 2 300.00 300.00 600.00 ANNUAL PAYMENT 50056 INTERVIEW ROOM UNLIMITED EVIDENCE COM 4 1,188.00 1,469.00 5,876.00 LICENSE YEAR 2 PAYMENT Subtotal 7,176.00 Estimated Tax 0.00 Total 7,176.00 Year 3 Item Description Quantity Litt Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350,00 700.00 MAINTENANCE ANNUAL PAYMENT 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 2 300.00 300.00 600.00 ANNUAL PAYMENT 50057 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 4 1,188.00 1,469.00 5,876.00 LICENSE YEAR 3 PAYMENT Subtotal 7,176.00 Estimated Tax 0.00 Total 7,176.00 Year 4 item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 2 300.00 300.00 600.00 ANNUAL PAYMENT 50058 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 4 1,188.00 1,469.00 5,876.00 LICENSE YEAR 4 PAYMENT Subtotal 7,176.00 Estimated Tax 0.00 Total 7,176.00 Exhibit________ 2'icK ,, Q-168996-43433.869JG Protect Life. Year 5 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 2 300.00 300.00 600.00 ANNUAL PAYMENT 50059 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 4 1,188.00 1,469.00 5,876.00 LICENSE YEAR 5 PAYMENT Subtotal 7,176.00 Estimated Tax 0.00 Total 7,176.00 Grand Total! 42,310.09 Exhibit 0-168996.43433.669.1G Protect Life. AXON Discounts (USD) Quote Expiration:12J2112018 List Amount 56,641 .98 Discounts 14,331.98 Total 42,310.00 *Total excludes applicable taxes and shipping Summary of Payments Payment Amount (USD) Year 1 13,606.00 Year 2 7,176.00 Year 3 7,176.00 Year 4 7,176.00 Year 5 7,176.00 Grand Total 42,310.00 Exhibit Q-168996_ Q33.869JG Protect Life. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement(posted at www.axon com/legal/saleterms_and•condilions),as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,if applicable.Any purchase order Issued In response to this Quote Is subject solely to the above referenced terms and conditions.By signing below,you represent that you are lawfully able to enter into contracts.If you are signing on behalf of an entity(Including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity.If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Jeff Goolsby at Jgoolsby©axon.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order,please check out our online store byy.axon.com Quote:Q-168996-43433.869JG 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise,Inc.All rights reserved. Exhibit 27 -Plc Q-168996-43433.860JG Protect Life. .1 AXON Master Services and Purchasing Agreement This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"),and City of Carmel- IN ("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 products 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 products 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 Ev[dence"_means F.YidQnce,cQr and other software, .maintenance, and storage provided by Axon for use with Axon Evidence.This excludes third-party applications and my.evidence.com. "Products" means all hardware, software, cloud-based services, and software maintenance releases and updates provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for products 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 pursuant to this Agreement. 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 Products 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 on 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 its law enforcement hardware is free from defects in workmanship and materials for 1 year from the date of Agency's receipt,except for Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt.Axon warrants its accessories for 90-days from date of Agency's receipt.Expended conducted energy weapon("CEW")cartridges are deemed to have operated properly. Extended warranties run from expiration of the 1-year TV*. Yt. aln N Unites end PWC11111tp All1 NnIM EM.YIIn Axon end ApIM:y M KP�nnN ' S�IWCuarNr "b SNVK• Ven: ll R4I.. D. I119l7011 LICExhibit - AXONMaster Services and Purchasing Agreement hardware limited warranty through the extended warranty term. Non-Axon manufactured products are not covered by Axon's warranty. Agency should contact the manufacturer for support of non- Axon manufactured products. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured product during the warranty term, Axon's sole responsibility is to repair or replace the product with the same or like product,at Axon's option.A replacement product will be new or like new and have the remaining warranty of the original product or 90 days from the date of repair or replacement, whichever is longer. When Agency exchanges a product or part, the replacement item becomes Agency's property and the replaced item becomes Axon's property. For support and warranty service visit w.vw.axon.com/support. Before delivering a product for service,Agency must upload product 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 on the storage media or any part of the product. 7.3 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Product use instructions; (b) Products used with products not manufactured or recommended by Axon; (c) abuse, misuse, intentional, or deliberate damage to the Product; (d) force majeure; (e) Products repaired or modified by persons other than Axon without Axon's written permission;or(f)Products with a defaced or removed serial number. 7.3.1 To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties,remedies,and conditions,whether oral, written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed,then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.3.2 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 Product will not exceed the purchase price paid to Axon for the Product or if for Services,the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, Indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence,strict liability,tort or any other legal theory. 8 Product Warnings. See w ww,axon•corn/legal for the most current Axon product warnings. 9 Design Changes.Axon may make design changes to any Axon product or service without notifying Agency or making the same change to products and services previously purchased by Agency. 10 ;Insurance.Axon will maintain General Liability,Workers'Compensation,and Automobile Liability insurance. Upon request,Axon will supply certificates of insurance. 11 Indemnification.Axon will indemnify Agency's officers,directors,and employees("Agency indemnitees") from and against all claims,demands,losses,liabilities,reasonable costs and expenses arising out of a third party claim against an Agency lndemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of negligent acts, omissions or willful misconduct by Agency or claims under workers compensation. 12 IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services, related 1Mr. Yea.,Lnker and Puediasing Apee* bear*.Axon end Awry Dryr $41.00..,enw.Senrke V.i.br, II F1•10 e10 Do ""`"" Exhibit 2� & AXON Master Services and Purchasing Agreement software, and suggestions to Axon. Axon has and claims proprietary rights in the hardware, firmware, software, and integration of ancillary materials, knowledge, and designs constituting Axon products and services.Agency will not directly or indirectly cause any Axon proprietary rights to be violated. 13 IP Indemnification.Axon will indemnify Agency Indemnitees from and against all claims,damages,losses, liabilities,reasonable costs and expenses arising out of or relating to any third-party claim alleging that use of Axon Products or services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. Agency must provide Axon with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon's expense,and cooperate fully with Axon in the defense or settlement of such a claim. Axon has no liability to Agency or any third party to the extent any alleged infringement or infringement claim is based upon:(a)modification of Axon Evidence by Agency or any third party not approved by Axon; (b) use of Axon Evidence in connection or in combination with hardware or services not approved or recommended by Axon;(c)use of Axon Evidence other than as permitted under this Agreement;or(d)use of other than the most current release or version of any software provided by Axon as part of or in connection with Axon Evidence. 14 Agency Responsibilities. Agency is responsible for (a) its use of Axon Products; (b) breach of this Agreement or violation of applicable law by Agency or any Agency end user; and (c) a dispute between Agency and a third party over Agency use of Axon Products. 15 Termination. 15.1 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 material breach,Axon will refund prepaid amounts on a prorated basis based on the date of notice of termination. 15.2 By Agency.Agency is obligated to pay the fees under this Agreement.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.The date of such termination will be the date Axon receives notice from Agency. 15.3 Effect of Termination. Upon any termination of this Agreement, all Agency rights under this Agreement immediately terminate, and Agency remains responsible for all fees incurred prior to the date of termination.The following sections will survive termination:Payment,Warranty,Product Warnings,Indemnification,IP Rights,and Agency Responsibilities.If Agency purchases Products 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 Products received and amount paid towards those Products. If terminating for non-appropriations,Agency may return Products to Axon within 30 days of termination. MSRP is the standalone price of the individual Product at time of sale.For bundled Products, MSRP includes the standalone price of all individual components. 16 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 NW M.im aMu.and Pn.h.Y.S Apia nwM.b..n.n ben and AO.any Ai S.W.[.....w4 S.Mn RaW... IAExhibit AXO N Master Services and Purchasing Agreement 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. 17 General. 17.1 Delays.Axon will use commercially reasonable efforts to deliver Products and services as soon as practicable. If delivery is interrupted due to causes beyond Axon's control, Axon may delay or terminate the delivery with reasonable notice. 17.2 Force Majeure.Neither Party will be liable for any delay or failure to perform under this Agreement due to a cause beyond the Parties' reasonable control, including acts of God, labor disputes, industrial disturbances, utility failures, earthquake, storms, elements of nature, blockages, embargoes,riots,acts or orders of government,terrorism,or war. 17.3 Independent Contractors.The Parties are independent contractors.Neither Party has authority to bind the other. This Agreement does not create a partnership, franchise,joint venture, agency, fiduciary,or employment relationship between the Parties. 17.4 Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement. 17.5 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. 17.6 Export Compliance.Each Party will comply with all import and export control laws and regulations. 17.7 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. 17.8 Waiver.No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 17.9 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. 17.10 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. 17.11 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 rw: Yw.,WMc...M Pwcti.,ing AIn.m.nM bosoms Mon rid AO.nyY a9 I oln/Cliswie 34^".Vttaloer Exhibit Malmo Dam 118/20111 3�a `� AX O N Master Services and Purchasing Agreement delivery are effective immediately.Contact information for notices: Axon:Axon Enterprise, Inc. Agency: Attn:Contracts Attn: 17800 N.85th Street Street Address Scottsdale,Arizona 85255 City,State,Zip contracts@axon.com Email 17.12 Entire Agreement. This Agreement, including the Appendices, represent the entire agreement between the Parties.This Agreement supersedes @II 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. Date: Signature: Name: Title: Date: City of Carmel-IN Signature: Name: Title: /1 new Yaw f.mw sail Rods'in;Agnomen bomen AIM.M Ap.uy /1 «►. •.lest km.. Exhibit !/mot R.�1.Rolm Dow mans 32 0-eLt. AXONN Master Services and Purchasing Agreement Axon Evidence Terms of Use Appendix Axon Evidence Subscription Term.The Axon Evidence subscription begins after shipment of the Axon body-worn cameras. If Axon ships the body-worn cameras in the first half of the month,the start date is the 1st of the following month.If Axon ships the body-worn cameras 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 the first phase. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term will end upon the completion of the Axon Evidence subscription as documented in the Quote ("Axon Evidence Subscription Term"). 2 ,Agency Content. "Agency Content" means software, data, text, audio, video, images or any content Agency end users(a)run on Axon Evidence;(b)cause to interface with Axon Evidence;or (c) upload to Axon Evidence under Agency account or otherwise transfer, process, use or store in connection with Agency account. 3 Access Rights. Upon Axon granting Agency an Axon Evidence subscription, Agency may access and use Axon Evidence to store and manage Agency Content during the Axon Evidence Subscription Term. Agent' may not exceed more end users than the Quote specifies. For Axon Evidence Lite,Agency may access and use Axon Evidence only to store and mange TASER CEW and TASER CAM data("TASER Data")during the Axon Evidence Subscription Term.Agency may upload non-TASER Data to Axon Evidence Light. 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 Evidence 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 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 Updates. For Android applications, including Axon View, Device Manager,and Capture,Axon will use reasonable efforts to support previous version of applications for 45 days.If Agency does not update their Android application to the most current version within 45 days of release,Axon may disable the application or force updates to the non-supported application. 7 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this Agreement;(b)ensuring Agency owns Agency Content;(c)ensuring no Agency Content or Agency end user's use of Agency Content or Axon Evidence violates this Agreement or applicable laws;and (d)maintaining necessary computer equipment and Internet connections for use of Axon Evidence. 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 Evidence. T do: iduW ierYkee Lid Purcheatng AprersernLenveen Mon end Agency 1Mrsion. L• {.N.fCe.lenf.f Undo*IA Exhibit A__ BeNefe OeN, 11fIR/11 AAXON Master Services and Purchasing Agreement Agency is also responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate security and access by end users to Agency Content.Login credentials are for Agency internal use only and Agency may not sell,transfer,or sublicense them to any other entity or person. Audit log tracking for video data is an automatic feature of Axon Evidence that details who accesses Agency Content. Agency may download the audit log at any time. Agency shall contact Axon immediately if an unauthorized third party may be using Agency's account or Agency Content,or if account information is lost or stolen. 8 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 so Agency may 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. 9 Storage. For Unlimited Axon Evidence body-worn camera subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body-worn camera. Axon may charge 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. 10 Location of Data 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 Evidence remains within the United States.Ownership of Agency Content remains with Agency. 11 Suspension.Axon may suspend Agency's or any end user's right to access or use any portion or all of Axon Evidence immediately upon notice,if: 11.1. The Termination provisions of this Agreement apply;or 11.2. Agency or end user's use of or registration for Axon Evidence may(a)pose a security risk to Axon Evidence or any third party; (b) adversely impact Axon Evidence,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 and charges incurred through suspension. Axon will not delete Agency Content because of suspension,except as specified in this Agreement. 12 Axon Evidence Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Evidence. 13 Axon Evidence Restrictions.All Axon Evidence subscriptions will immediately terminate if Agency does not comply with any term of this Agreement. 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 Evidence; 13.2. reverse engineer,disassemble,or decompile Axon Evidence or apply any process to derive Mfr. Main Unlw.nd Vw,h.,lni Aym,r,.lawmen A.o.and Awed ao.an.K S.Nrc.,0m.q k,.,n Yentas. di Exhibit AXONMaster Services and Purchasing Agreement any source code included in Axon Evidence,or allow others to do the same; 13.3. access or use Axon Evidence 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 Evidence, except as expressly permitted in this Agreement; 13.5. access Axon Evidence to build a competitive product or service or copy any features, functions,or graphics of Axon Evidence; 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 Evidence; or 13.7. use Axon Evidence 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.During these 90-days,Agency may retrieve Agency Content only if Agency has paid all amounts due.There will be no functionality of Axon Evidence 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 Evidence during this time.Axon has no obligation to maintain or provide any Agency Content after these 90-days and will thereafter,unless legally prohibited,delete all Agency Content stored in Axon Evidence.Upon request,Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Evidence. 15 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's Data Egress Services,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 Evidence on behalf of U.S. Federal department, Axon Evidence 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 Evidence 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 Evidence. 17 Survival.Upon any termination of this Agreement,the following sections will survive: Agency Owns Agency Content, Storage,Axon Evidence Warranty,and Axon Evidence Restrictions. Tlit Maw LM..and►n.M.NI Ai ritornent Mrw..n Mon.M A.M., pp.mm.m: Saw2wamw fella VestervRemit ''Re Exhibit r- aver oar. �+�r+e�� 3s0-PK AiAXO N Master 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 the hardware covered under TAP.If Axon ships hardware in the first half of the month, TAP starts the 1st of the following month. If Axon ships hardware 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 Spare Product.Axon will provide Agency a predetermined number of spare Products for hardware items and accessories listed in the Quote ("Spare Products"). Spare Products will replace broken or non-functioning units.If Agency utilizes a Spare Product,Agency must return to Axon,through Axon's warranty return process, any broken or non-functioning units. Axon will repair the non- functioning unit or replace with a replacement Product.Upon termination,Axon will invoice Agency the MSRP then in effect for all Spare Products provided under TAP. If Agency returns the Spare Products to Axon within 30 days of the Spare Product invoice date, Axon will issue a credit and apply it against the Spare Product invoice. 4 Officer Safety Plan Standard.The Officer Safety Plan Standard ("OSP Standard") includes Axon Evidence Unlimited,TAP for Axon body-worn camera 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 S0 purchase order. 5 TAP Body-Worn 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 body-worn camera 3 years after TAP starts ("Body-Worn 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 Body-Worn Upgrade 2.5 and 5 years after TAP starts. Axon may ship the Body-Worn Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance.In year 5,Axon may ship the Body-Worn Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency. 5.1. TAP as a Stand-alone.If Agency purchased TAP as a standalone,Axon will provide a Body- Worn Upgrade that is the same or like product,at Axon's option.Axon makes no guarantee the Body-Worn Upgrade will utilize the same accessories or Axon Dock.If Agency wants to change product models for the Body-Worn Upgrade,Agency must pay the price difference between the MSRP of the offered Body-Worn Upgrade and the MSRP of the model Agency is acquiring.The MSRP will be the MSRP in effect at the time of the upgrade.Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered Body- Worn Upgrade. 5.2. OSP or Unlimited TAP.If Agency purchased Axon Evidence Unlimited or an OSP,Agency may choose a new on-officer video camera of Agency's choice. UM: Yrrir LMr. MtM.140AVM1110114b~r1 AXON /NM i xi ibit ...! _5...._ Vmba; It Mom DNr. 11M1/11 CF Al /\><O'N Master Services and Purchasing Agreement 6 TAP Dock Upgrade. If Agency purchased TAP for Axon Dock,Axon Evidence Unlimited,or an OSP, Axon will upgrade the Axon Dock with a new Axon Dock("Dock Upgrade"). If Agency purchased 3 years of Dock TAP,Axon will provide the Dock Upgrade 3 years after TAP starts.If Agency purchased 5 years of Dock TAP,Axon will provide 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 body camera compatibility. Axon may ship the Dock Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance.In year 5, Axon may ship the Dock Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency.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 product,at Axon's option.If Agency originally purchased a multi-bay Axon Dock,the Dock Upgrade will be a multi-bay Axon Dock model that is the same or like product, at Axon's option. If Agency would like to change product models for the Dock Upgrade or change the number of bays,Agency must pay the price difference between the MSRP for the offered Dock Upgrade and the MSRP for the model desired.The MSRP will be the MSRP in effect at the time of the upgrade. Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered Dock Upgrade. 7 Return of Original Product.If Axon provides a warranty replacement 6 months before the date of a Body-Worn Upgrade or Dock Upgrade, that replacement is the upgrade. Within 30 days of receiving a Body-Worn or Dock Upgrade, Agency must return the original Products to Axon or destroy the Products and provide a certificate of destruction to Axon including serial numbers for the destroyed Products.If Agency does not return or destroy the Products,Axon will deactivate the serial numbers for the Products received by Agency. 8 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: 8.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be given.Axon will not provide the free upgrades. 8.2. Agency make any missed payments due to the termination before Agency may purchase any future TAP or OSP. 8.3. If any OSP terminates before the end of the OSP Term, Axon will invoice Agency the difference between the MSRP for Products received and amount paid towards those Products. If terminating for non-appropriations, Agency may return Products to Axon within 30 days of termination. MSRP is the standalone price of the individual Product at time of sale. For bundled Products, MSRP includes the standalone price of all individual components. fkr. Water I.MtMAhli.unAOepAI,.A.t.ab.,1..M Avon.MAvner Exhibit'bit OA/A'Y" 1.1*.X.Ran.r Wyk. Yoram: IA 14MAIA Dow: 111/1011 37,CrECII 41 AXON Master Services and Purchasing Agreement Axon Interview Room Appendix Axon Interview Room Axon Evidence Term.The Axon Evidence Subscription for Axon Interview Room begins after shipment of Axon Interview Room hardware.If Axon ships Axon Interview Room hardware in first half of the month,the Axon Interview Room start date is the 1st of the following month. If Axon ships Axon Interview Room hardware in the last half of the month, the start date is the 15th of the following month.For phased deployments,the Interview Room Subscription begins upon the shipment of the first phase, and subsequent phases will begin upon shipment of that phase. The Axon Interview Room subscription term will end upon the completion of the Axon Evidence subscription as documented in the Quote("Interview Room Subscription"). 2 Statement of Work. The Axon Interview Room Statement of Work ("Interview Room SOW") attached to this Appendix details Axon's professional services deliverables.Axon is only responsible to perform services described in the Interview Room 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. 3 Axon Interview Room Warranty.Axon Interview Room Products are covered under the applicable third-party manufacturer's warranty. 4 Hardware Maintenance. If Agency purchases Hardware Maintenance, the Axon Interview Room hardware listed in the Quote will receive extended warranty coverage during the term specified in the Quote("Hardware Maintenance Term").The Hardware Maintenance Term begins on Agency's receipt of the hardware covered by the Hardware Maintenance and continues as long as Agency continues to pay the required Hardware Maintenance fees. If Axon receives a valid warranty claim within the Hardware Maintenance Term, Axon agrees to repair or replace the hardware that Axon determines in its sole discretion to be defective under normal use.Axon's sole responsibility under this warranty is to either repair or replace damaged or defective hardware with the same or like hardware, at Axon's discretion. Axon is not obligated to repair or replace hardware intentionally or deliberately damaged. 5 Hardware Maintenance Termination. If an invoice for Hardware Maintenance is more than 30 days past due Axon may terminate Hardware Maintenance.Once Hardware Maintenance coverage terminates for any reason,then: (a) Hardware Maintenance coverage will terminate as of the date of termination; and (b) Axon will not provide refunds, and has no obligation to, provide future support or services for hardware covered by Hardware Maintenance. 6 Support. Axon will provide remote customer service for troubleshooting hardware issues. If Axon deems it necessary,and at Axon's sole discretion,Axon will provide an on-site technician. 7 Axon Interview Room Unlimited.For Axon Interview Room Unlimited Axon Evidence subscription, unlimited data may be stored as part of Axon Interview unlimited storage only if the data originates from Axon Interview Room hardware. ride: Y.w.r f.rvlu..nd Notch.. Aver w..Wt6 At.and Apory Oep.rnn.k `.'" �K"' ""c«.ke Exhibit Veal., .e wa...O.u: nand i AXON" Master Services and Purchasing Agreement Axon Fleet Appendix 1 Axon Fleet Axon Evidence Subscription.The Axon Evidence subscription for Axon Fleet begins after shipment of Axon Fleet hardware.If Axon ships Fleet hardware in the first half of the month, the start date is the 1st of the following month.If Axon ships in the last half of the month,the start date is the 15th of the following month. For phased deployments, the Axon Fleet Subscription begins upon the shipment of the first phase.Subsequent phases will begin upon shipment of that phase. The Axon Fleet subscription term will end upon the completion of the Axon Evidence subscription as documented in the Quote("Axon Fleet Subscription"). 2 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. 3 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 Fleet Subscription.CradlePoint installation is outside the scope of this Agreement.If Agency requires CradlePoint support,Agency will contact CradlePoint directly. 4 Statement of Work. If Agency purchases installation services for Axon Fleet,the Statement of Work("Fleet SOW") attached to this Appendix details Axon's deliverables to Agency with respect to the installation of Axon Fleet and any related hardware.Axon is only responsible for performing the services described in the Fleet SOW. Any additional services are out of scope. Axon may subcontract any part of the Fleet SOW to a qualified subcontractor. 5 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 any degradation in performance that does not meet Axon's specifications or damage to Axon Fleet hardware due to Third Party Installers. 5:1. 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. 5.2. If Agency utilizes Third Party Installer or their own IT infrastructure,Axon is not responsible for any system failure, including, the failure of the Axon Fleet hardware to operate in accordance with Axon's specifications. 6 Wireless Offload Software, 6.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Software("WOS'D."Use'means storing,loading,installing, or executing WOS solely for data communication with Axon Products for the number of licenses purchased.The WOS term begins upon the start of the Axon Fleet Subscription. 6.2. License Restrictions.All licenses granted in this Agreement are conditional on compliance with this Agreement and will immediately terminate if Agency does not comply with any term of this Agreement.Agency may not: (a) modify,alter,tamper with, repair, or create Tam War Wane.id hra..lag 4yr.I' Worm A..d.dd Apn� MIMI! ",OW`"aWSep** Exhibit AXON Master Services and Purchasing Agreement 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 product or service or copy any features, functions or graphics of WOS; or(h) remove, alter or obscure any confidentiality or proprietary rights notices(induding copyright and trademark notices)of Axon or Axon's licensors on or within WOS. 6.3. Updates. If Agency purchases WOS maintenance,Axon will make any updates and error corrections to WOS ("WOS Updates") available electronically via Internet or media as determined solely by Axon. Agency is responsible for establishing and maintaining adequate Internet access in order to receive WOS Updates and maintaining computer equipment necessary for use of WOS.The Quote will detail the maintenance term. 6.4. WOS Support.Upon request by Axon,Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 7 Wireless Microphone Subscription.The Axon Fleet Wireless Microphone is only compatible with Axon Fleet 2. The Wireless Microphone subscription requires a 5-year term. If this Agreement terminates for any reason before the end of the 5-year term,Agency must pay the remaining MSRP for the Wireless Microphone, or if terminating for non-appropriations, return the Wireless Microphone to Axon. 8 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 and unlimited Axon Evidence storage for data originating from an Axon Fleet Camera. 9 Fleet 2 Unlimited Upgrade. For Axon Fleet 2 Unlimited, 5-years after the start of the Axon Fleet Subscription,Axon will provide Agency with a new front and new rear Axon Fleet camera that is the same or like product, 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 Fleet Subscription. If Agency would like to change models for the Axon Fleet Upgrade,Agency must pay the 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 Products to Axon or destroy the Products and provide a certificate of destruction to Axon, including serial numbers of the destroyed Products. If Agency does not destroy or return the Products to Axon, Axon will deactivate the serial numbers for the Products received by Agency. 10 Spares. Axon will provide Agency a predetermined number of spare Axon Fleet cameras for as listed in the Quote("Fleet Spares"). Fleet Spares will replace broken or non-functioning units. If Agency utilizes a Fleet Spare,Agency must return to Axon,through Axon's warranty return process, any broken or non-functioning units. Axon will repair the non-functioning unit or replace with a replacement Product. A Me: WM(U.,vk.. na iwdWNnO Alnoeren Inform Area la He"<7 °"e""e"` """`,snot lark* Exhibit Version: 1.1 NoNew OW: 1U1M11 LP Of L _A AXON Master Services and Purchasing Agreement 11 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: 11.1. Axon Fleet Unlimited coverage terminates and no refunds will be given. 11.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade Models. 11.3. Axon will invoice Agency the then current MSRP for all Spare Products provided under Axon Fleet Unlimited.If Agency returns Spare Products within 30 days of the invoice date, Axon will issue a credit and apply it against the Spare Product invoice. 11.4. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. 11.5. If Agency purchases Products for less than the MSRP and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Products received and amount paid towards those Products. If terminating for non- appropriations,Agency may return Products to Axon within 30 days of termination.MSRP is the standalone price of the individual Product at time of sale. For bundled Products, MSRP includes the standalone price of all individual components. The"Delta Logo,"the"Axon+Delta Logo,"Axon,Axon Commander,Axon Convert,Axon Detect,Axon Dock,Axon Evidence,Axon Five,Axon Forensic Suite,Axon Interview,Axon Mobile,Axon Signal SidearmEvidence Sync,TASER TASER 7,and TASER CAM are trademarks of Axon Enterprise,Inc,some of which are registered in the US and other countries.For more information visit www.axon.comllegal•All rights reserved.®2018 Axon Enterprise,Inc. Mac Wait Unless sod hnRuln.Avows....s"n+Nn ARr end Awe Cwommaat entere 1.11 `'"``""'"`"""' Exhibit /I Rehm*Dar. 111/701$ 1 I A XO N Axon Enterprise, Inc.'s Unlimited Cartridge Plan Terms and Conditions These Axon Enterprise, Inc.(Axon) Unlimited Cartridge Plan Terms and Conditions(Agreement)apply to your (Agency) purchase under the Axon Unlimited Cartridge Plan (UCP). In the initial delivery, and each year thereafter, the Agency will receive 3 training cartridges For the initial delivery of duty cartridges, X26 users will receive 2 duty cartridges, while X2 users will receive 3 duty cartridges. One PPM battery per user will be delivered to the Agency in Year 3 of this Agreement, unless otherwise requested. In the event the Agency is purchasing UCP for use with TASER CAM, the Agency will not receive the PPM or a substitute. 1. UCP Term. The UCP Term start date is based upon the ship date of the initial delivery (Start Date)The UCP Term will end 5 years after the Start Date(Term). 2. UCP Requirements. In order to make a purchase under the UCP,the Agency must purchase the UCP for each TASER Conducted Electrical Weapon(CEW)user.A CEW user includes an officer that uses a CEW in the line of duty, as well as officers that only use a CEW for training purposes. The Agency may not resell cartridges or batteries received under the UCP. The Agency may only request additional PPMs and duty cartridges as..P.PMs and duty ccrtridges.are.consumed_in the line of duty. Upon reasonable notice, Axon reserves the right to audit the Agency's use of force records if the Agency is ordering more cartridges or batteries than is customary compared to an Agency of similar size. In the event the audit determines the Agency's use of force records do not support the Agency's reported cartridge and battery use,the Agency will pay the MSRP of each cartridge and battery delivered to the Agency beyond what was supported by the Agency's use of force records. 3 Payment Terms. Axon invoices for the UCP on an annual basis. Agency will be invoiced upon the Start Date and then upon the anniversary of the Start Date for the remainder of the Term. Invoices are due to be paid within 30 days of the date of invoice. Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff,deduction,or withholding.Additional users may be added during the term.For users added in the middle of any annual cycle,the Agency will pay a true-up fee for those additional users.These additional licenses will be co-termed with the Agency's existing licenses.Additional users that are added before the third year payment will receive a PPM,while additional users that are added after the third year payment will not receive a PPM. 4. Taxes. Unless the Agency provides a valid and correct tax exemption certificate applicable to the purchase and ship-to location,the Agency is responsible for sales and other taxes associated with the order. 5. Shipping;Title;Risk of Loss;Rejection.Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are E.X.W.via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by Axon.The Agency is responsible for all freight charges.Any loss ordamage that occurs during shipmentis the Agency's responsibility.Shipping dates are estimates only. 6. Returns. All sales are final and no refunds or exchanges are allowed,except for warranty returns or as provided by state or federal law. 7. Hardware Limited Warranty. Axon warrants its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty.CEW cartridges and Smart cartridges that are expended are deemed to have operated Title;Axon Enterprise,Inc.'s Unlimited Plan Terms and Conditions(Online) Department:SaleslCustomerService Version:2.0 AE7C�llbtl Release Date:4/5/2017 Li2c % AX0 N Axon Enterprise, Inc.'s Unlimited J� Cartridge Plan Terms and Conditions properly.Axon-Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non-Axon manufactured accessories are covered under the manufacturer's warranty. If Axon determines that a valid warranty claim is received within the warranty period,Axon agrees to repair or replace the Product. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product,at Axon's option. 8. Warranty Limitations. The warranties do not apply and Axon will not be responsible for any loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product's use; (b) damage caused by use with non-Axon products or from the use of cartridges,batteries or other parts,components or accessoriesthat are not manufactured or recommended by Axon;(c)damage caused by abuse,misuse, intentional or deliberate damage to the product, or force majeure; (d)damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon;or(e)if any Axon serial number has been removed or defaced. To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies,and conditions,whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed,then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. Axon's cumulative liability to any Party for any loss or damage resulting from any claims,demands, or actions arising out of or relating to any Axon product will not exceed the purchase price paid to Axon for the product or if for services,the amount paid for such services over the prior 12 months preceding the claim. In no event will either Party be liable for any direct, special, indirect, incidental,exemplary,punitive or consequential damages,however caused,whether for breach of warranty,breach of contract,negligence,strict liability,tort or under any other legal theory. 9. Warranty Retli rns.If a valid warranty claim is received by Axon within the warranty period,Axon agrees to repair or replace the Product which Axon determines in its sole discretion to be defective under normal use,as defined in the Product instructions.Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. For warranty return and repair procedures, including troubleshooting guides,please go to Axon's website www.axon.com/support A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair,whichever period is longer.Any replacement item becomes Purchaser's property and the replaced item becomes Axon's property. 10. Product Warnings.See ourwebsite atwww.axon.com for the most current product warnings. 11. Design Changes. Axon reserves the right to make changes in the design of any of Axon's products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. TASER may replace end of life products with the next generation of that product without notifying the Agency 12. UCP Termination. a. By Either Party.Either Party may terminate for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the Title: xon n erpnse, nc.s CFamited Han I erms and Conditions(Online) Department:Sales/Customer Service Version:2.0 Exhibit Release Date:4/5/2017 — —•- A XO N Axon Enterprise, Inc.'s Unlimited Cartridge Plan Terms and Conditions event that the Agency terminates this Agreement under this Section and Axon fails to cure the material breach or default,Axon will issue a refund of any prepaid amounts on a prorated basis. b. By the Agency.The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the then current fiscal year. In the event the Agency terminates this Agreement after the Agency receives the PPM,the Agency will be invoiced and obligated to pay for the remainder of the MSRP for the PPM received before the termination date.In the case of termination for non-appropriations, Axon will not invoice the Agency if the Agency returns the PPM to Axon within 30 days of the date of termination. c. Effect of Termination.Upon termination for any reason,Axon will discontinue shipments to the Agency on the effective date of termination. 13, Excusable Delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon's reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. • 14. Proprietary Information.The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to beviolated. 15. Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable Import,re-import,export,and re-export control laws andregulations. 16. Assignment. The Agency may not may assign or otherwise transfer this Agreement without the prior written approval of Axon. 17. Severability.This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 18. Governing Law;Venue.The laws of the state wherethe Agency is physically located,without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19. Entire Agreement.This Agreement and the quote provided by Axon,represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. Title:Axon Enterprise,Inc.'s Unlimited Plan Terms and Conditions(Online) Department:Sales/Customer Service L Version:2.0 Exhibit Release Date:4/5/2017 AXO N Axon Enterprise, Inc.'s Unlimited Cartridge Plan Terms and Conditions Axon Enterprise, Inc. Agency Signature: Signature: Name: Name: Title: Title: Date: Date: ❑,C AXON,Axon,X2, X26,TASER CAM,and TASER are trademarks of Axon Enterprise,Inc.,some of which are registered In the US and other countries.For more Information,visit www.axon.com/legal.All rights reserved.©2017 Axon Enterprise,Inc. Title:Axon Enterprise,Inc.'s Unlimited Plan Terms and Conditions(Online) Department:Sales/Customer Service Version:2.0 Exhibit Release Dale:4/5I2017 q (LC— EXHIBIT B Invoice Date: Name of Company: Address&Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: _ Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation&Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage,contractual liability, products-completed operations: General Aggregate Limit(other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal &Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage(any one fire): $250,000 Medical Expense Limit(any one person): $ 50,000 Comprehensive Auto Liability(owned,hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 EXHIBIT D AFFIDAVIT -0b2A-r `CDs\-C.b k\ being first duly sworn,deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter,could testify as follows: 1. I am over eighteen(18)years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by ,cCOV Y t 2� £ t\A,C• (the"Employer") in the position of\1 Q, scrs fie--66Aks j.. CO.)&74 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the litkAt‘ day ofC , 20 (h Printed: \0e_krac''SCo 1\ I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. pmf Printed: (24)`°e-K\--