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Home My WebLink About20242567.tiffRESOLUTION RE: APPROVE MASTER SERVICES AND PURCHASING AGREEMENT FOR JUSTICE PREMIER DIGITAL EVIDENCE MANAGEMENT SYSTEM SOFTWARE PROCURED THROUGH COLORADO STATE PRICING COOPERATIVE, AND AUTHORIZE CHAIR PRO-TEM TO SIGN - AXON ENTERPRISES, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, pursuant to House Bill 20-217, "A Bill Concerning Measures to Enhance Law Enforcement Integrity," the 19th Judicial District Attorney's Office desires to purchase Software that enables the review, processing, and editing of body worn camera video, and WHEREAS, Weld County Code Section 5-4-100, Cooperative Purchasing, allows the Weld County Board of Commissioners to accept purchases through State Bid Pricing Agreements, and WHEREAS, Weld County Code Section 5-4-80, Expenditures Not Requiring a Procurement Process, exempts items purchased through current State, Federal, GSA, or other Cooperative Contracts, and WHEREAS, the Weld County Purchasing Manager deemed the Colorado State Cooperative Purchasing Agreement #NVP-PA-191032, is in the best interest of Weld County and recommends awarding Axon Enterprises, Inc., for a total cost of $544,752.00, and amortized over five (5) years, and WHEREAS, the Board has been presented with a Master Services and Purchasing Agreement for the Justice Premier Digital Evidence Management System Software that is Procured through the Colorado State Pricing Cooperative between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the 19th Judicial District Attorney's Office and Department of Information Technology, and Axon Enterprises, Inc., commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and cc ; DAOAR), =T(W R/5,)), P, ., CF (138/KM) to / 2024-2567 DA0028 IT0013 MASTER SERVICES AND PURCHASING AGREEMENT FOR JUSTICE PREMIER DIGITAL EVIDENCE MANAGEMENT SYSTEM SOFTWARE PROCURED THROUGH COLORADO STATE PRICING COOPERATIVE - AXON ENTERPRISES, INC. PAGE 2 WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Master Services and Purchasing Agreement for the Justice Premier Digital Evidence Management System Software that is Procured through the Colorado State Pricing Cooperative between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the 19th Judicial District Attorney's Office and Department of Information Technology, and Axon Enterprises, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair Pro-Tem be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 30th day of September, A.D., 2024. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: 1( 1,,,,,) .X 1f.�; Weld County Clerk to the Board B ' Tt LorciL Deputy Clerk to the Board APPROVED AS TO FOR 11 County Attorney 013 Date of signature: z EXCUSED Ke-Q. Ross, Chaj Perry L. ck, Pro-Tem Mike Freeman cbtt K. James Lori Saine 2024-2567 DA0028 IT0013 tbrd1QCflD± 87y5 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Axon Justice Premier DEPARTMENT: Information Technology / District Attorney PERSON REQUESTING: Ryan Rose s°,7 - DATE: 8/27/2024 Brief description of the problem/issue: The District Attorney's Office is requesting to procure Axon Justice Premier software. It is a Digital Evidence management system. The system will help the DA's office with faster evidence reviews, no hassle disclosure, centralized digital evidence, and the ability to share with other agencies with no additional cost or licensing. What options exist for the Board? The District Attorney and Information Technology are requesting the Board to authorize the Chair to sign the attached agreement. Consequences: The intent of the software is to help increase efficiencies within the DA's office. Not procuring the application will impact operations of the office and increase the time to review and edit body camera footage and with the ability to share with other agencies. Impacts: The software will streamline and automate processes for cataloging evidence in a secure manner. **See memo from DA Rourke for additional information. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): For fiscal year 2024 the cost will be $101,037.18, this is a part of the IT annual project budget. 2025 has been budgeted in the DA's budget and is estimated at $104,838.66. Recommendation= The County attorney has reviewed the agreement and the District Attorney's Office, with Information Technology recommends approval. Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross , Chair Lori Saine A/3D Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: re\ r 2024-2567 OR OOZB VTOOL3 MICHAEL J. ROURKE District Attorney ROBERT W. MILLER Assistant District Attorney Office of the District Attorney Nineteenth Judicial District 915 10TH Street P.O. Box 1167 Greeley, CO 80632 Phone: (970) 356-4010 Fax: (970) 352-8023 www.weldda.com TO: Cheryl Pattelli, Chief Financial Officer and Ryan Rose, Director of Finance and Administration FROM: Michael J. Rourke, District Attorney DATE: January 16, 2024 RE: Response to request for additional justification re: Axon Justice Premier I first want to thank you both for taking the time recently to discuss the draft proposal my office received from Axon for Justice Premier. I believe we had a great discussion which led to some important questions. As best as I can, I'll try to answer the question about what efficiencies this product would create in our office, and additionally what cost or time savings will be realized. Candidly, the question about time or cost savings can only really be answered anecdotally. As you are certainly aware, the prosecution of cases in today's day and age relies very heavily on electronic evidence. This is true whether we are talking about a DUI or a homicide prosecution. Since the passage of HB 20-217, "A Bill Concerning Measures to Enhance Law Enforcement Integrity," all law enforcement officers in the State of Colorado (with some minor exceptions) are mandated to use body worn cameras any time they interact with a member of the public. This requirement has caused an explosion of video evidence that our office needs to collect, share with defense counsel, and review on every case we prosecute. Low-level offenses such as DUI's have a minimum of 2 officers on scene, and an average DUI stop takes 30-45 minutes. I offer this only as the baseline of BWC's that need to be reviewed by my attorneys. Below are the stats on total number of cases my office has handled over the last five (5) years, broken down by felony, juvenile, misdemeanor, and traffic: Year CR JD M T CR in county court Total 2018 3066 696 3901 8900 105 16668 2019 3092 624 3813 8398 114 16041 2020 2363 489 3665 6875 103 13495 2021 2404 398 4010 6637 186 13635 2022 2040 505 3581 5102 150 11378 As is obvious, the time necessary to review BWC's alone, not to mention all the other evidence in a case, electronic or otherwise, plus all the police reports, has increased significantly. Terasina was able to obtain data quantifying the number and size of the BWC recordings we have received in the past three years: 2021: 22 TBs of BWC video = 11,746 hours 2022: 25 TBs of BWC video = 13,163 hours 2023 Year to Date: 28 TBs of BWC video = 14,928 hours As a reminder, this does not include the photos or other sorts of video/audio evidence that agencies put into Evidence.com and share with us. Recent policy changes by the Greeley Police Department have further increased our need for this product. The Greeley Police Department currently stores all their non-BWC digital media in a program called Tracker Safe. Our office logs into Tracker Safe, downloads and moves those files into our Action case management file that is saved locally on a Weld County server for discovery and prosecution purposes. This includes but is not limited to photos, video interviews, audio recordings, proprietary video surveillance and PDF documents. We were informed that in the first 6 months of 2024, the Greeley Police Department will be transitioning the storage of their digital evidence from Tracker Safe to Evidence.com. This means that our attorneys will need to review this evidence in Evidence.com instead of a local copy placed in our case management system. While this will create efficiencies in staff time of pulling evidence and loading it into Action, the attorneys and staff will need a more robust way to review the digital evidence in Evidence.com. This will also create some cost savings in maintaining and buying additional local server space. Additionally, the redaction and clipping tools included in Axon Justice Premier will give attorneys and support staff the ability to create trial exhibits more easily. Many times while prepping for or during a trial, the court makes rulings on what is admissible and what is not and requires us to make last minute exhibits based upon those rulings. Similarly, a witness, victim or defendant may testify to something that opens the door to new evidence to be presented to the jury. When this happens, the attorneys or staff need to have the ability to create these last- minute exhibits easily and without delay. Currently we only have a handful of staff that can assist in making these exhibits, so it puts an unexpected burden on their workday when this occurs. With the ease of the redaction and clipping tools in Axon Justice Premier, attorneys and more staff can be trained on how to make these exhibits to lessen the burden on just a few employees. The functionality that Axon Justice Premier would give our office is invaluable considering the amount of data we are dealing with. Whether it is an attorney being able to review up to four (4) BWC recordings at the same time for the same call (increasing efficiency by a factor of 4), reviewing non-BWC digital evidence to being able to create transcripts of hours -long interrogations and then having the ability to jump to key words or phrases at the touch of a button will save our staff thousands of hours per year. That efficiency and the associated increase in the professionalism of our work product, in the courtrooms and out to our community, cannot be valued in monetary terms. UULUDIyII CI I VCIUpe IU. Gr.7/Iv-MUCO-Y000I ro I / WY.) AXONMaster Services and Purchasing Agreement for Customer This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the customer listed below or, if no customer is listed below, the customer on the Quote attached hereto ("Customer"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services, including but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon -manufactured Devices are a subset of Axon Devices. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within Customer'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 Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 3. Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront yearly basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past -due sums at the lower of one -and -a -half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys' fees. 4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon's delivery to the common carrier. Customer is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warrant 7.1. Limited Warranty. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Customer's receipt, except Signal Sidearm and Axon -manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Customer's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one (1) year hardware warranty through the extended warranty term purchased. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 1 of 43 ✓ JI.UDIIyII I✓. LrU/ CCYU-LJULIY'YJ IO-/1✓CO-'FOOO/ Fla /'YJ `, AXON Master Services and Purchasing Agreement for Customer 7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third -Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third -party provider or manufacturer. 7.3. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon -manufactured Device or (b) ninety (90) days from the date of repair or replacement. 7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Customer must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service. 7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose. 7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Customer resells Axon Devices. 7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 7.5.2. 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 this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.6. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.7. Third -Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 2 of 43 LIULUJlyl1 CIIVelllpe IL, Lr.7/GC't0-li.'J J'f-YJ IL7-ML/CO-N000/rOI /J4J AAXON Master Services and Purchasing Agreement for Customer upon notice to the Customer. 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW'). In the eventAxon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer's election not to utilize any portion of an Axon bundle. 12. Insurance. Axon will maintain General Liability (general commercial) minimum is $1 million each occurrence, $2 million general aggregate; Workers' Compensation - $500k; Automobile Liability Insurance, a minimum of $1 million bodily injury/property damage (BIPD) per person, per accident. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices or Services infringes or misappropriates the third -party's intellectual property rights. Customer must promptly provideAxon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon -manufactured Devices or Services by Customer or a third -party not approved by Axon; (b) use of Axon -manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use ofAxon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15. Customer Responsibilities. Customer is responsible for (a) Customer's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Customer or an Customer end user; (c) disputes between Customer and a third -party over Customer's use ofAxon Devices; (d) ensuringAxon Devices are destroyed and disposed of securely and sustainably at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination. 16.1. For greaCh. par�V myy termin�te thi A�reement for cause if it Erpv d S Y l )(30) d7 written notice.of the breach to the other Part , and the reac r mains uncure at the a �tl o t�iirt� daYs. ustomer terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non - appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for five (5) years thereafter. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 3 of 43 L,IL.UDly 11 CI IVCIULIC ILI. Grp/GC40-LJVJ4-YJ Ip-11LJCOW000/rDI / VYJ i\ AXON Master Services and Purchasing Agreement for Customer 18. General. 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties. 18.3. Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 18.4. Non -Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices. 18.10.Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Customer's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions, Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 4 of 43 LJUL.UAnylI CI I Veil,. ILJ. IU-NUCD-WOO r I (.7.4J AXOIN Master Services and Purchasing Agreement for Customer Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXON: CUSTOMER: WELD COUNTY, Axon Enterprise, Inc. DocuSigned by: Robert Driscoll Signature: ..6DACDD, 3U4t2b... Name: Robert Driscoll Title: Deputy General Counsel Date: 8/22/2024 I 10:12 AM MST COLORADO Signatur ...P w' Name: Perry L. Budk Title: Chair Pro-Tem, Board of Weld County Commissioners Date: Deputy Clerk to the Board ZazA- 25 (o1 Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 5 of 43 VVl.11 Dlyll CI IVCIU, IV. LI- CC4V-I,JJY-.1•J I V-MUCO-4000/ I -D I / U4J ��AXON Master Services and Purchasin9 9A reement for Customer � Axon Cloud Services Terms of Use Appendix 1. Definitions. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer's tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non -Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Customer. Evidence is a subset of Customer Content. c. "Non -Content Data" is data, configuration, and usage information about Customer's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Customer Content. d. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. "Provided Data" means de -identified, de -personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body -worn camera footage, and incident reports. f. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite. 3. Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon's business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence management systems or records. 5. Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content; (b) ensuring no Customer Content or Customer end user's use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to Axon Cloud Services. a. Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or Customer Content, or if account information is lost or stolen. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 6 of 43 LJU,UblyII GI I VellI a IL/. / CG4V-l'JJY-'1J IO-PIUCO-'fOOO/ rO I ! U'hJ AAXON Master Services and Purchasin9 reement for CustomerA 9 6. Privacy. Customer's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non -Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7. Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Customer, Non - Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access. For Third -Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon's Evidence.com user license; (ii) is limited to data of the law enforcement Customer that purchased the Third - Party Unlimited Storage and the Axon's Evidence.com end user or Customer is prohibited from storing data for other law enforcement agencies; and (iii) Customer may only upload and store data that is directly related to: (1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Customer Content created by Axon Devices or Evidence.com. 9. Location of Storage. Axon may transfer Customer Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Customer Content remains with Customer. 10. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. 12. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty -free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty -free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided "as is" and without any warranty of any kind. In the event Customer seeks Axon's deletion of Provided Data, it may submit a request to privacy@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 13. Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer's Axon Records Subscription Term, if any, Customer will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 7 of 43 L/UI.UJIyII CIIL/. LI- VI CCYO-,V,+-YJ I U-P,L/CID-'1.OOO! ro 1 / JYJ AAXON Master Services and Purchasing Agreement for Customer The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") b. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. c. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer. d. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one -hundred (100) GB per user per year of uploaded files. Axon will not bill for overages. 14. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; b. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; d. use Axon Cloud Serves as a service bureau, or as part of an Customer infrastructure as a service; use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; f. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or g. h. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third -party privacy rights; or malicious code. 15. Axon Narrative. Al -Assisted Report Writing feature. Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months. 16. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 17. Post -Termination Assistance. Axon will provide Customer 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 Customer Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 18. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 8 of 43 VUI ,1,11 GI IV.Ill,. IV. LI-JI CG40-,UJ4WJ IU-/1UGCWG00/ I-OI ! J4J AAXON Master Services and Purchasing Agreement reement for Customer Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 19. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 9 of 43 UUI.UJII�II GIIVCIU, IU. LI-VI CC'4O-I,JJY-NJ ICJ-MUCGWD00/ rO 1 / JYJ t\,, AXON Master Services and Purchasing Agreement for Customer Axon Customer Experience Improvement Program Appendix 1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/acein and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Customer's request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon's services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 10 of 43 LJO,UJIyII GI IVCIUIJC ILJ. Lr V CCYO-VUJYWJ I0-/,LlCO-YD00I rO I / JYJ A /\)<O N Master Serv ices Se ces and Purchasing Agreement for Customer Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de -identified data. D Check this box if Customer wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 11 of 43 VVI.UJIyII CIIV. LrJ/ CCYO-1,V,I-•+J I O-/1UCo-Y000I ro I ! JYJ 1�AXON Master Services and Purchasing Agreement for Customer Professional Services Appendix If any of the Professional Services specified below are included on the Quote, this Appendix applies. 1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date. 2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on -site service and a professional services manager to work with Customer to assess Customer's deployment and determine which on -site services are appropriate. If Customer requires more than four (4) consecutive on -site days, Customer must purchase additional days. Axon Full Service options include: System set up and configuration • Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Customer need • Register cameras to Customer domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on -site session included Dock configuration • Work with Customer to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Customer • On -site assistance, not to include physical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management • Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Customer's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on -site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies End user go -live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go -live review 3. Body -Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on -site Services, Customer must purchase additional on -site Services. The Axon Starter options include: System set up and configuration (Remote Support) Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 12 of 43 Llt,UD"y II GI IVCIUFJC ILL LI- CCY17,,UJY-Y.1 O-IYUCO-'1OOO / r D 1 /WY.) A/\><j' �Customer �Master Services and Purchasing Agreement for • Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Customer need • Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration • Work with Customer to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on -site obligations End user go -live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4. Body -Worn Camera Virtual 1 -Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on -site services. 5. CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration • Configure Axon Evidence categories & custom roles based on Customer need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On -site sessions providing a step-by-step explanation and assistance for Customer's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Customer's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Customer • For the CEW Starter Package: Training for up to 1 individual at Customer TASER CEW inspection and device assignment Axon's on -site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go -live review For the CEW Full Service Package: On -site assistance included. For the CEW Starter Package: Virtual assistance included. 6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on -site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 13 of 43 L/V,U,II Gil VellJpC IU. Lr CC40-lJUJ4-4J I U-/,I,CO-,000/rCII .7YJ AAXON Master Services and Purchasing Agreement for Customer Smart Weapons that Customer is replacing with newer Smart Weapon models. Return of Old Weapons Axon's on -site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Customer with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1 -Day Device Specific Instructor Course. 7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on -site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include: System set up and configuration (Remote Support) - Instructor -led setup of Axon VR headset content • Configure Customer settings based on Customer need • Troubleshoot IT issues with Axon VR headset Axon instructor training (Train the Trainer) Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon's has fulfilled its contracted on -site obligations Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices 8. Axon Air, On -Site Training. Axon Air, On -Site training includes advance remote project planning and configuration support and one (1) day of on -site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer's requires more than one (1) day of on -site Services, Customer must purchase additional on -site Services. The Axon Air, On -Site training options include: System set up and configuration (Remote Support) • Instructor -led setup of Axon Air App (ASDS) • Configure Customer settings based on Customer need - Configure drone controller • Troubleshoot IT issues with Axon Evidence Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon's has fulfilled its contracted on -site obligations Classroom and practical training sessions Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices 9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On -Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually. 10. Signal Sidearm Installation Service. a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on -site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b. Purchases of less than 50 SSA units: Axon will provide a 1 -hour virtual instruction session on the basics of installation and device calibration. 11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on -site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 14 of 43 LJUI.UJ1WI CI IVCIUF./C ILJ. LrJ/ GGYO-I,OJV-YJ IU-MLJGo-Y000/ ro �'hJ AXONMaster Services and Purchasing Agreement reement for Customer personnel to Customer premises as work hours. 13. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. 14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it 15. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services. 16. Customer Network. For work performed by Axon transiting or making use of Customer's network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 15 of 43 L/UI.UblyII Gil VCIUpC ILJ. LrJ/GG4U-LJUJ4WJ I0-ML,G O-4OOO/rDI /.74J AXONMaster Services and Purchasing Agreement for Customer 9 Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty. 2. Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term"). 4. TAP BWC Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body -worn camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon dock. 5. TAP Dock Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon dock bay configuration unless a new Axon dock core is required for BWC compatibility. If Customer originally purchased a single -bay Axon dock, the Dock Upgrade will be a single -bay Axon dock model that is the same or like Axon Device, at Axon's option. If Customer originally purchased a multi -bay Axon dock, the Dock Upgrade will be a multi -bay Axon dock that is the same or like Axon Device, at Axon's option. 6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer. 7. Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 9. Termination. If Customer's payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2. Axon will not and has no obligation to provide the Upgrade Models. 9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 16 of 43 V UUUJII�II CIIVCILI, IV. LrJI CCYO-VUJY-'fJ IU-/'1UCO-'kOOO/ FL, 1 ! JYJ A ast Services and AXON M erA reement for Customer Purchasing g TASER Device Appendix This TASER Device Appendix applies to Customer's TASER 7/10, OSP 7/10, OSP Plus, or OSP 7/10 Plus Premium purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on -demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion however Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other device or service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be fora five- (5-) year term, which includes the hardware manufacturer's warranty plus the four- (4-) year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade- in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade -In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade -In Units within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade -In Units and receive a trade-in credit. Customer Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days 100 to 499 officers 90 days 500+ officers 180 days 5. TASER Device Subscription Term. The TASER Device Subscription Term fora standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date. 6. Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices devices during the TASER Device Subscription Term. Customer may not exceed the number of end users the Quote specifies. 7. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement Customer transfer under the Gun Control Act of 1968. 8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 9. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon. 10. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer's TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination: 10.1.TASER Device extended warranties and access to Training Content will terminate. No refunds will be given. 10.2.Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating for non -appropriations, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 17 of 43 L/UI. Slyl I CI I Vell,e IV. LI- I GCVO-1..7J4"fJ I I), LIDO -WOO I rO I / U4J A AXON Master Services and Purchasing Agreement for Customer a ust termination. 10.3.Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 18 of 43 L/U,USIyII CI I VCIU,C Gr 01 CC4O,-.JJ4-YJ I U-/1GJCD-,[1OOI rO I / JNJ 4 /\><1i N Master Services and Purchasing Agreement reement for Customer Axon Auto -Tagging Appendix If Auto -Tagging is included on the Quote, this Appendix applies. 1. Scope. Axon Auto -Tagging consists of the development of a module to allow Axon Evidence to interact with Customer's Computer -Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto -populate Axon video meta -data with a case ID, category, and location -based on data maintained in Customer's CAD or RMS. 2. Support. For thirty (30) days after completing Auto -Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto -Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS. 3. Chances. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4. Customer Responsibilities. Axon's performance of Auto -Tagging Services requires Customer to: 4.1. Make available relevant systems, including Customer's current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2. Make required modifications, upgrades or alterations to Customer's hardware, facilities, systems and networks related to Axon's performance of Auto -Tagging Services; 4.3. Provide access to the premises where Axon is performing Auto -Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto -Tagging Services; 4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto -Tagging Services; 4.5. Promptly install and implement any software updates provided by Axon; 4.6. Ensure that all appropriate data backups are performed; 4.7. Provide assistance, participation, and approvals in testing Auto -Tagging Services; 4.8. Provide Axon with remote access to Customer's Axon Evidence account when required; 4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and 4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5. Access to Systems. Customer authorizes Axon to access Customer's relevant computers, network systems, and CAD or RMS solely for performing Auto -Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 19 of 43 L/U,UblylI GI IVCILI,IC IL/. IU-P,UCG-4000/ r01 / �4J A AXON Master Services and Purchasing Agreement for Customer Axon Fleet Appendix If Axon Fleet is included on the Quote, this Appendix applies. 1. Customer Responsibilities. 1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 Axon Fleet 3 or a future Fleet iteration (collectively, "Axon Fleet") as established by Axon during the qualifier call and on -site assessment at Customer and in any technical qualifying questions. If Customer's representations are inaccurate, the Quote is subject to change. 1.2. Customer is responsible for providing a suitable work area for Axon or Axon third -party providers to install Axon Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule. 2. Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly. 3. Third -party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4. Wireless Offload Server. 4.1. License Grant. Axon grants Customer a non-exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3. Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer's store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. License Grant. Axon grants Customer a non-exclusive, royalty -free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 20 of 43 VUUUJIyII CI IVCILIpC IV. LI-V / CCV0-,U..),-'IJ 1O-MUCCI-YOOO! FD I ! JYJ AAXON Master Services and Purchasing Agreement for Customer 6. Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in -car hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. 7. Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote. 7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 8. Axon Fleet Termination. Axon may terminate Customer's Fleet subscription for non-payment. Upon any termination: 8.1. Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 21 of 43 LJUL.UDIIyII CIIVCIUpC ILJ. LrU/ GCVO-I�UJVWJ 1O-MUCOWOOO/ r / *4J AA, `ON M ter Servi es and Purchasin A reement for Customer as c g g Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 1. Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good -faith discussions with Customer on upgrading Customer's Axon Respond to better meet Customer's needs. 3. Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Customer's consent. 4. Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer's LTE carrier. 5. Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third -party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon -provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 22 of 43 L/UI.UOItyII CI I VCIUF./C IL/. Lr.7/ CC.1.0,..MJY-YJ I U -In L/CCI-4000/ UD I / �VJ A�/\XON Master Services and Purchasing Agreement reement for Customer � Add-on Services Appendix This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote. 1. Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, or Axon Performance to Customer. 1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date. 1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on. 2. Axon Community Request Storage. For Axon Community Request, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer's Axon Evidence instance. The post - termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3. Performance Auto -Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 23 of 43 VUIiUbly I GI I VCIUI/C IV. LrJ! GC4O-I,DJY-YJ I0-/1VCDWD00I rD I / J4J AXONMaster Services and Purchasing g Agreement for Customer Axon Auto -Transcribe Appendix This Appendix applies if Axon Auto -Transcribe is included on the Quote. 1. Subscription Term. If Customer purchases Axon Auto -Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto -Transcribe to Customer. If Customer purchases Axon Auto -Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto -Transcribe to Customer. 1.1. If Customer cancels Auto -Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2. Auto -Transcribe A -La -Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto -Transcribe, subject to the number of minutes allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto -Transcribe terms. Axon may charge Customer additional fees for exceeding the number of purchased minutes. Axon Auto -Transcribe minutes expire one year after being provisioned to Customer by Axon. 3. Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto - Transcribe, Customer may utilize Axon Auto -Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third -party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages. 4. Warrnty. Axon disclaims all warranties, express or implied, for Axon Auto -Transcribe. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 24 of 43 VULLI.lyl I CI IVeltJpC / IO-MLJCO-YOOO! I -C I !'YJ AAXON Master Services and Purchasing Agreement for Customer Axon Virtual Reality Content Terms of Use Appendix If Virtual Reality is included on the Quote, this Appendix applies. 1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Customer related to virtual reality (collectively, "Virtual Reality Media"). 2. Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those headsets from Axon. 3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual Reality Media licenses from Axon. Customer may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Customer may not 3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media; 3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same; 3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement; 3.4. use trade secret information contained in Virtual Reality Media; 3.5. resell, rent, loan or sublicense Virtual Reality Media; 3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Media or any copies of Virtual Reality Media. 4. Prvacy. Customer's use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrorivacvpolicv. 5. Termination. Axon may terminate Customer's license immediately for Customer's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 25 of 43 IJVI.UAIII GPI VCIU, ILO. Lr.7I GC40-1..J4-4J I V-/1LOG0-.1.000I r01 /.74J AAXON Master Services and Purchasin9 9A reement for Customer Axon Evidence Local Software Appendix This Appendix applies if Axon Evidence Local is included on the Quote. 1. License. Axon owns all executable instructions, images, icons, sound, and text in Axon Evidence Local. All rights are reserved to Axon. Axon grants a non-exclusive, royalty -free, worldwide right and license to use Axon Evidence Local. "Use" means storing, loading, installing, or executing Axon Evidence Local exclusively for data communication with an Axon Device. Customer may use Axon Evidence Local in a networked environment on computers other than the computer it installs Axon Evidence Local on, so long as each execution of Axon Evidence Local is for data communication with an Axon Device. Customer may make copies of Axon Evidence Local for archival purposes only. Axon shall retain all copyright, trademark, and proprietary notices in Axon Evidence Local on all copies or adaptations. 2. Term. The Quote will detail the duration of the Axon Evidence Local license, as well as any maintenance. The term will begin upon installation of Axon Evidence Local. 3. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. Customer may not use Axon Evidence Local for any purpose other than as expressly permitted by this Agreement. Customer may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Axon Evidence Local; 3.2. reverse engineer, disassemble, or decompile Axon Evidence Local or apply any process to derive the source code of Axon Evidence Local, or allow others to do the same; 3.3. access or use Axon Evidence Local to avoid incurring fees or exceeding usage limits or quotas; 3.4. copy Axon Evidence Local in whole or part, except as expressly permitted in this Agreement; 3.5. use trade secret information contained in Axon Evidence Local; 3.6. resell, rent, loan or sublicense Axon Evidence Local; 3.7. access Axon Evidence Local to build a competitive device or service or copy any features, functions, or graphics of Axon Evidence Local; or 3.8. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Evidence Local or any copies of Axon Evidence Local. 4. S�>L°rt Axon may make available updates and error corrections ("Updates") to Axon Evidence Local. Axon will provide Updates electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Customer is responsible for maintaining the computer equipment necessary to use Axon Evidence Local. Axon may provide technical support of a prior release/version of Axon Evidence Local for six (6) months from when Axon made the subsequent release/version available. 5. Termination. Axon may terminate Customer's license immediately for Customer's failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Customer's right to login to Axon Evidence Local. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 26 of 43 L/VI.0 DII�II GIIVCIVFIC IV. LrU/ GGY0-,UJY-YJ I V-P1VC0-YOVO/ rO 1 / UYJ A /\)<I N Master Services and Purchasing Agreement reement for Customer Axon Application Programming Interface Appendix This Appendix applies if Axon's API Services or a subscription to Axon Cloud Services is included on the Quote. 1. Definitions. 1.1. "API Client" means the software that acts as the interface between Customer's computer and the server, which is already developed or to be developed by Customer. 1.2. "API Interface" means software implemented by Customer to configure Customer's independent API Client Software to operate in conjunction with the API Service for Customer's authorized Use. 1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon's API which provides a programmatic means to access data in Customer's Axon Evidence account or integrate Customer's Axon Evidence account with other systems. 1.4. "Use" means any operation on Customer's data enabled by the supported API functionality. 2. Purpose and License. 2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer's use of API Service. Customer will not use API Service for commercial use. 2.2. Axon grants Customer a non-exclusive, non -transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer's Use in connection with Customer's API Client. 2.3. Axon reserves the right to set limitations on Customer's use of the API Service, such as a quota on operations, to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3. Configuration. Customer will work independently to configure Customer's API Client with API Service for Customer's applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer's registration, Axon will provide documentation outlining API Service information. 4. Customer Responsibilities. When using API Service, Customer and its end users may not: 4.1. use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; 4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; 4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties; 4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet -based device; 4.9. make available to a third -party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon's API manual. 5. API Content. All content related to API Service, other than Customer Content or Customer's API Client content, is considered Axon's API Content, including: Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 27 of 43 L/UL.UOIVII CI I VCIUIJC ILJ. LrU/IU-,LJC0-4000/I-0I /JYJ /\><1 t � A reement for Customer Master Services and Purchasing g 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports; 5.3. the structure of and relationship of API Service resources; and 5.4. the design of API Service, in any part or as a whole. 6. Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to: 6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; 6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third -party; 6.3. misrepresent the source or ownership; or 6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer's API Client required as a result of such API Update. API Updates may adversely affect how Customer's API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 28 of 43 LIOULIAlyll GI IVCR/FM ILI. LI- V/ CG.4O-liVJ.4-.4J 1O-MUCG-.4OOO/ rCI l / UM, AAXON Master Services and Purchasing Agreement for Customer Advanced User Management Appendix This Appendix applies if Axon Advanced User Management is included on the Quote. 1. Scope. Advanced User Management allows Customer to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross -domain Identity Management ("SCIM"), and (c) automate group creation and management through SCIM. 2. Advanced User Management Configuration. Customer will work independently to configure Customer's Advanced User Management for Customer's applicable Use. Upon request, Axon will provide general guidance to Customer, including documentation that details the setup and configuration process. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 29 of 43 V UIiUJII�II CIIVellJpe IV. LrJI CC4U-1,JJ4WJ IU-f9VCD-YOOO/ r011 JYJ AAXON Master Services and Purchasing Agreement for Customer FUSUS APPENDIX 1. Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access and use FOsusONE Real Time Interoperability Solution services to for the purpose of viewing and managing Customer Content. Some Customer content contained in Axon's Evidence.com may not be accessible or transferable to the FUSUS cloud services. 2. Product Limits. The following limitations apply to the below products: Lite Basic Pro Enterprise Enterprise Plus Total Number of Managed End Points 150 150 500 1500 4500 Max Number of Video Streams Connected 0 150 500 1500 4500 Indefinite Cloud Storage 2TB 5TB 10TB 30TB Overages may result in additional fees or the need to upgrade products. 3. Disclaimer. Customer is responsible for use of any internet access devices and/or all third -party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service ("Third -Party Components") are the sole and exclusive responsibility of Customer, and that Axon has no responsibility for such Third -party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third -party hardware or software or any other Third -Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services. 4. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer's use of FUSUS systems, and undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and may not be distributed by Axon to any third parties outside of the Customer's organization without the Customer's expressed written consent. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 30 of 43 L/UI.UDNyII CI IVCILIpe ILI. crw CCYwIiUJY-4J IU-%uCo-Y000f r0I /.74J A/\)<O N`1 Master Services and Purchasing Agreement reement for Customer Axon Channel Services Appendix This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote. 1. Definitions. 1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work. 1.2. "Active Channel" means a third -party system that is continuously communicating with an Axon Digital Evidence Management System. 1.3. "Inactive Channel" means a third -party system that will have a one-time communication to an Axon Digital Evidence Management System. 2. Scope. Customer currently has a third -party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer's third -party data into an Axon Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW'). Channel Services will not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy. 3. Chances. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 4. Purpose and Use. Customer is responsible for verifying Customer has the right to share data from and provide access to third -party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Customer is responsible for any changes to a third -party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Customer's network and systems to perform the Services described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer. 5. Proiect Management. Axon will assign a Project Manager to work closely with Customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 6. Warranty Axon warrants that it will perform the Channel Services in a good and workmanlike manner. 7. Monitoring. Axon may monitor Customer's use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure from Axon Customer's use of channel services. 8. Customer's Responsibilities. Axon's successful performance of the Channel Services requires Customer: 8.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); 8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services); 8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; 8.4. Ensure all appropriate data backups are performed; 8.5. Provide Axon with remote access to the Customer's network and third -party systems when required for Axon to perform the Channel Services; 8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 8.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 31 of 43 LJUL.UAly II CI I VCILJIJO ILJ. Lr.7J GC'40-Lr.7JY"YJ I0-JIUDD- WOOJrOI A ' `� AXOServices and A reement for Customer Master Purchasing g and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 32 of 43 V UI.UJ lyII CU VCIUpC IV. Lr.7/CC40-1..7JY-YJ I0Y1VC0-Y000/rOl f,f AAXON Master Services and Purchasin9 9A reement for Customer VIEVU Data Migration Appendix This Appendix applies if Customer purchases Migration services, as set forth on the Quote. 1. Scope. Customer currently has legacy data in the VIEVU solution from which Customer desires to move to Axon Evidence. Axon will work with Customer to copy legacy data from the VIEVU solution into Axon Evidence ("Migration"). Before Migration, Customer and Axon will work together to develop a Statement of Work ("Migration SOW') to detail all deliverables and responsibilities. The Migration will require the availability of Customer resources. Such resources will be identified in the SOW. On -site support during Migration is not required. Upon Customer's request, Axon will provide on -site support for an additional fee. Any request for on -site support will need to be pre - scheduled and is subject to Axon's resource availability. 1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Customer. The Migration SOW will provide further detail. 2. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 3. Proiect Management. Axon will assign a Project Manager to work closely with Customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 4. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Customer is migrating. Axon will work with Customer to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration. 5. Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration. 6. Acceptance. Once the Migration is complete, Axon will notify Customer and provide an acceptance form. Customer is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Customer policy. Customer will have ninety (90) days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. 6.1. In the event Customer does not accept the Migration, Customer agrees to notify Axon within a reasonable time. Customer also agrees to allow Axon a reasonable time to resolve any issue. In the event Customer does not provide Axon with a written rejection of the Migration during these ninety (90) days, Customer may be charged for additional monthly storage costs. After Customer provides acceptance of the Migration, Axon will delete all data from the VIEVU solution ninety (90) days after the Migration. 7. Post -Migration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Customer elects to maintain data within the VIEVU solution, Axon will provide Customer ninety (90) days' notice before ending support for the VIEVU solution. 8. Warran . Axon warrants that it will perform the Migration in a good and workmanlike manner. 9. Monitoring. Axon may monitor Customer's use of Migration to ensure quality, improve Axon Devices and Services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure Customer's use of Migration from Axon. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 33 of 43 LJUL.UJIIyII CI IVCIUpC IL, LI-JI CCYU-li3JYWJ IU-MLJCD-WOOI rID 1 / V4J AA, `O' " Master Services and Purchasing Agreement for Customer 10. Axon Technical Account Manager Appendix This Appendix applies if Axon Support Engineer services are included on the Quote. 1. Axon Technical Account Manager Payment. Axon will invoice for Axon Technical Account Manager ("TAM") services, as outlined in the Quote, when the TAM commences work on -site at Customer. 2. Full -Time TAM Scope of Services. 2.1. A Full -Time TAM will work on -site four (4) days per week, unless an alternate schedule or reporting location is mutually agreed upon by Axon and Customer. 2.2. Customer's Axon sales representative and Axon's Customer Success team will work with Customer to define its support needs and ensure the Full -Time TAM has skills to align with those needs. There may be up to a six- (6-) month waiting period before the Full -Time TAM can work on -site, depending upon Customer's needs and availability of a Full -Time TAM. 2.3. The purchase of Full -Time TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer, and Customer is current on all payments for the Full -Time TAM Service. 2.4. The Full -Time TAM Service options are listed below: Ongoing System Set-up and Configuration Assisting with assigning cameras and registering docks Maintaining Customer's Axon Evidence account Connecting Customer to "Early Access" programs for new devices Account Maintenance Conducting on -site training on new features and devices for Customer leadership team(s) Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly meetings to cover current issues and program status Data Analysis Providing on -demand Axon usage data to identify trends and insights for improving daily workflows Comparing Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support Providing on -site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon Devices Proactively monitoring the health of Axon equipment Creating and monitoring RMAs on -site Providing Axon app support Monitoring and testing new firmware and workflows before they are released to Customer's production environment Customer Advocacy Coordinating bi-annual voice of customer meetings with Axon's Device Management team Recording and tracking Customer feature requests and major bugs 3. Regional TAM Scope of Services 3.1. A Regional TAM will work on -site for three (3) consecutive days per quarter. Customer must schedule the on - site days at least two (2) weeks in advance. The Regional TAM will also be available by phone and email during regular business hours up to eight (8) hours per week. 3.2. There may be up to a six- (6-) month waiting period before Axon assigns a Regional TAM to Customer, depending upon the availability of a Regional TAM. 3.3. The purchase of Regional TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer and Customer is current on all payments for the Regional TAM Service. 3.4. The Regional TAM service options are listed below: Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 34 of 43 VUUUblylI CI IVCIU'JC ILJ. Lf'7/ CCYO-lryJYWJ IU-PIUGOW000IF D I I JYJ AAXON Master Services and Purchasing Agreement for Customer Account Maintenance Conducting remote training on new features and devices for Customer's leadership Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly conference calls to cover current issues and program status Visiting Customer quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Customer's goals for your Axon program, and continue to ensure a successful deployment of Axon Devices Direct Support Providing remote, Tier 1 and Tier 2 (As defined Axon's Service Level Agreement) technical support for Axon Devices Creating and monitoring RMAs remotely Data Analysis Providing quarterly Axon usage data to identify trends and program efficiency opportunities Comparing an Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Customer Advocacy Coordinating bi-yearly Voice of Customer meetings with Device Management team Recording and tracking Customer feature requests and major bugs 4. Out of Scope Services. The TAM is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope. 5. TAM Leave Time. The TAM will be allowed up seven (7) days of sick leave and up to fifteen (15) days of vacation time per each calendar year. The TAM will work with Customer to coordinate any time off and will provide Customer with at least two (2) weeks' notice before utilizing any vacation days. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 35 of 43 L L,UJRJ. II CIIVCIUpC ILI. 41-V f CC'10-liOJ4-YJ I C,"L/CC-WOO/ rC I /'YJ hbli\ `O' " Master Services and Purchasing Agreement for Customer Axon Investigate Appendix If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply. 1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software and governed by the terms of this Agreement. 2. Third -Party Licenses. Axon licenses several third -party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3. Restrictions on Use. Customer may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or otherwise transfer Customer's rights to or to use the Software. Any rights not granted are reserved to Axon. 4. Term. For purchased perpetual Licenses only -excluding Licenses leased for a pre -determined period, evaluation licenses, companion licenses, as well as temporary licenses --the license shall be perpetual unless Customer fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre- determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Customer. 5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use. 6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon's notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server. 7. Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Customer agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Customer's computer or computer system, Customer agrees not to access such media for the purpose of recovering the Software or online Software Documentation. 8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department's list of Specially Designated Nations, or the U.S. Department of Commerce's Table of Denials. 9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 36 of 43 UU6UDRyI I CI I V CIU, ILl. Lr V I CC4U-li'J,-YJ I U-mVCC-woo [roil V4J A, `O' " M r rvi n Purchasing A re m nt for Customer Master Services and g e e subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 37 of 43 IJUl.U..1y11 GI I VCII,C IV. Lru/ CC4U-1,.7J4-4J I U,,IJGG-YO00/ rO I / UYJ A/\ `Ot `� Master Services and Purchasing Agreement for Customer My90 Terms of Use Appendix Definitions. 1.1. "My90" means Axon's proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon products. 1.2. "Recipient Contact Information" means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback. 1.3. "Customer Data" means 1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non - Content Data. 1.3.2. "My90 Non -Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non -Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non -Content Data does not include My90 Customer Content. 1.3.3. "Survey Response" which means survey recipients' response to My90 Survey. 1.4. "My90 Data" means 1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90. 1.4.2. "Aggregated Survey Response" which means Survey Response that has been de -identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual. 1.5. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.7. "Sensitive Personal Data" means Personal Data that reveals an individual's health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership. 2. Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon's Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern. 3. IP address. Axon will not store survey respondents' IP address. 4. Customer Owns My90 Customer Content. Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon's business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 38 of 43 LJULUDIy II GI IVellIpe IV. Gr.7l GGYo-,V,+-YJ l0 -f laCO-4000/ rO I /.7YJ AXONMaster Services and Purchasing Agreement reement for Customer 5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified in Schedule 1 Details of the Processing, to this Appendix. 6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting. 7. Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/legal/mv90privacvpolicv. Customer agrees to allow Axon access to My90 Non -Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products. 8. Location of Storage. Axon may transfer Customer Data to third -party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the country Customer is based. Ownership of My90 Customer Content remains with Customer. 9. Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law. 10. Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below: 10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon's behalf to provide products or services to Customer. 10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual. 11. License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty -free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de -identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data. 12. Customer Use of Aggregated Survey Response. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose. 13. Data Subiect Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request. 14. Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 39 of 43 VVI.UDIyII CIIVellJpe IL, Lr J! CCYO-,W04-4J ID-MUDD-4000f FD I ! J'fJ 4 /\XIN Master Services and Purchasing � Agreement for Customer shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request. 15. Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon. 16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response. 17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response. 18. Managing Data Shared. Customer is responsible for 18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams; 18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data; 18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon; 18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un-share previously shared My90 Customer Content; 19. Prior to enrollment in Mv90. Prior to enrolling in My90, Customer will: 19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations; 19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and 19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon. 20. Customer Responsibilities. Customer is responsible for 20.1. ensuring no My90 Customer Content or Customer end user's use of My90 Customer Content or My90 violates this Agreement or applicable laws; 20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and 20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user's access to My90. Customer will also maintain the security of end usernames and passwords and security and access by end users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 40 of 43 L/UI.UJIyll GIIVCIVNe IV. LrUl ro I I y4J A 1)<J Master Services and Purchasing Agreement reement for Customer immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if account information is lost or stolen. 21. Suspension. Axon may temporarily suspend Customer's or any end user's right to access or use any portion or all of My90 immediately upon notice, if Customer or end user's use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third -party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement. 22. Mv90 Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90; 22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same; 22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement; 22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90; 22.6. 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 My90; or 22.7. use My90 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. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 41 of 43 V UI�UAIyII CIIVCIL,C IV. LI-V I CG40-tiJJY-NJ I V -/1V G0-4 Doo r ro I / JYJ /\X(J N Master Services and Agreement for Customer Purchasing 9 Schedule 1- Details of the Processing 1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include: 1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates. Customer may designate members of the community, staff or officers from whom they would like to obtain feedback; 1.2. Creation of custom forms for surveys. Customer may select questions from a list of pre -drafted questions or create their own; 1.3. Distribution of survey via multiple distribution channels such as text message; 1.4. Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response; 1.5. Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals; 1.6. Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available; 1.7. Survey Responses will be aggregated and de -identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de -identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and 1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 42 of 43 VVI.V JIt�II GIIVellJpe IV. Lr.7/ CC4U-li.7J4-4J 1U-f1VC0-4000/ r01 AAXON Master Services and Purchasing Agreement for Customer Axon Event Offer Appendix If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon ("Axon Event"), the following shall apply: 10. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer -selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer's understanding of the terms and conditions outlined in this Axon Event Offer Appendix. 11. Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s). 12. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon's provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer's local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 13. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement. 14. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. 15. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 43 of 43 VULubIy. II CIIVCIUIJC IV. LrVI CC'tU-lrVO'+-'+J I U-P1LJCO-41.OOO/ f ID I I t'tJ Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 SHIP TO Migrated Address 915 10th St Greeley, CO 80631-1117 USA BILL TO 19th Judicial District (CO) Attorney's Office 915 10th St Greeley CO 80631-1117 USA Email: Quote Summary Program Length 60 Months TOTAL COST $544,752.00 ESTIMATED TOTAL W1 TAX $544,752.00 Page 1 EXHIBIT a y SALES REPRESENTATIVE Madison O'Leary Phone: +1 3523183707 Email: moleary@axon.com Fax: Discount Summary Average Savings Per Year TOTAL SAVINGS LJUl.Ubl I I CIIVCIUpe ILJ. Lr3/ CC'to—l—f J I U—P1LJC°as'tO00/ r0 1 / UstJ Payment Summary Date Subtotal Tax Sep 2024 $101,037.18 $0.00 Sep I Sep Sep 2025 $104,838.66 $0.00 2026 $108,792.21 $0.00 2027 $112,903.90 $0.00 Sep 2028 $117,180.05 $0.00 Total $544,752.00 $0.00 Page 2 UUUUJII,, I I CI I VCIUpC IL). Lr tl! GG'4U-I� VJ'.t-'+J I U-r'1UCD-'-tOOO f r D I / 7'+J Quote Unbundled Price: Quote List Price: Quote Subtotal: Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Program AttorneyPrem A la Carte Services 101345 Justice Premier 80 60 $198.92 $107.24 $107.24 $51 AXON JUSTICE - PSO - PREMIUM DEPLOYMENT 1 $30,000.00 $30000.00 Total Delivery Schedule Software $54 Bundle Item Description QTY Estii Justice Premier 100165 AXON EVIDENCE - STORAGE - THIRD PARTY UNLIMITED 80 Justice Premier 73478 AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE 80 Justice Premier _ 73618 AXON COMMUNITY REQUEST 80 _ _ _ _ _ _ _ Justice Premier 73686 AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE) 80 Justice Premier 73838 AXON EVIDENCE - ECOM LICENSE - PRO FOR PROSECUTOR 80 Justice Premier 85762 AXON AUTO -TRANSCRIBE - JUSTICE ACCESS 80 Justice Premier 85767 _ AXON EVIDENCE - DISCOVERY MODULE ACCESS 80 Services Bundle Item Description Justice Premier Justice Premier _ Ala Carte 101184 AXON INVESTIGATE - TRAINING - OPERATOR AND EXAMINER 11642 AXON INVESTIGATE - THIRD PARTY VIDEO SUPPORT 101345 AXON JUSTICE - PSO - PREMIUM DEPLOYMENT Page 3 LJULU,lyll CIIVCIUpc IL'. Lr u! cc'tu-t. oisF-'to IU-t L.'LD-'tO00/ ro 1 ! t'tu Shipping Locations Location Number Street City State 915 10th St Greeley CO Payment Details Sep 2024 Invoice Plan Item Description Qty Subtot PSO Year 1 101345 AXON JUSTICE - PSO - PREMIUM DEPLOYMENT 1 $6,000.( Year 1 AttorneyPrem Justice Premier 80 $95,037. Total $101,037.1 Sep 2025 Invoice Plan PSO Year 2 Year 2 Total Item 101345 AttorneyPrem Description AXON JUSTICE - PSO - PREMIUM DEPLOYMENT Justice Premier Qty 1 80 Subtot $6,000.( $98,838.1 $104,838.( Sep 2026 Invoice Plan PSO Year 3 Year 3 Total Item 101345 AttorneyPrem Description AXON JUSTICE - PSO - PREMIUM DEPLOYMENT Justice Premier Qty 1 80 Subtot $6,000.1 $102,792.: $108,792.; Sep 2027 Invoice Plan PSO Year 4 Year 4 Total Item 101345 AttorneyPrem Description AXON JUSTICE - PSO - PREMIUM DEPLOYMENT Justice Premier Qty 1 80 Subtot $6,000.( $106,903.! $112,903.c Sep 2028 Invoice Plan PSO Year 5 Year 5 Total Item 101345 AttorneyPrem Description AXON JUSTICE - PSO - PREMIUM DEPLOYMENT Justice Premier Qty 1 80 Subtot $6,000.1 $111,180.1 $117,180.( Page 4 UUL.OJIy I1 Gil VCIOpC ILJ. LrIO-MLJGDWOOO! rD I I V,FLI Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate prior to invoicing. Page 5 VULLIbly11 GIIVCI VF.IC IV. LrJI CCYV-IiJJYWJ I0-,LJC0W000/ rOI l,YJ Page 6 Houstan Aragon From: Sent: To: Subject: Esther Gesick Thursday, September 26, 2024 3:30 PM Houstan Aragon FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Ryan called in a favor to get this on for Monday...reading the thread below, you'll see why. Anyway, can you go pull this ID number and draft a Reso for inclusion on Monday, please? Thanks! Esther E. Gesick Clerk to the Board 1150 O Street/P.O. Box 758/Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Skyler Whitmore <swhitmore@weld.gov> Sent: Thursday, September 26, 2024 3:27 PM To: Karin McDougal <kmcdougal@weld.gov>; Ryan Rose <rrose@weld.gov>; Esther Gesick <egesick@weld.gov>; Toby Taylor <ttaylor@weld.gov> Subject: FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect All, Agreement #8745 has been entered into Onbase and is in Legal's queue. Skyler Whitmore From: Ryan Rose <rrose@weld.gov> Sent: Thursday, September 26, 2024 3:03 PM To: Michael Rourke <mrourke@weld.gov>; Skyler Whitmore <swhitmore@weld.gov>; Toby Taylor <ttaylor@weld.gov>; Esther Gesick <egesick@weld.gov> Cc: Terasina White <twhite@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect This will be on Monday's agenda. Call me with any questions. Thanks everyone. Thanks, Ryan From: Michael Rourke <mrourke@weld.gov> Sent: Thursday, September 26, 2024 1:58 PM To: Skyler Whitmore <swhitmore@weld.gov>; Toby Taylor <ttaylor@weld.gov>; Ryan Rose <rrose@weld.gov> Cc: Terasina White <twhite@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Importance: High Can I please get an update as to where this is ASAP? We have been working on this for months, and I'm concerned about the delay. Thank you. Michael J. Rourke District Attorney Weld County District Attorney's Office 970-400-4750 From: Madison O'Leary <moleary@axon.com> Sent: Thursday, September 26, 2024 1:55 PM To: Skyler Whitmore <swhitmore@weld.gov>; Toby Taylor <ttaylor@weld.gov>; Michael Rourke <mrourke@weld.gov>; Ryan Rose <rrose@weld.gov> Cc: Terasina White <twhite@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Importance: High Hi Team — @Michael Rourke I wanted to update you on where we were at with the execution of the Axon Justice Prosecution Portal. We are still waiting on the Weld County IT to update us (I have included them for visibility). @Toby Taylor is ready to execute and I have sent him the contract that had the terms approved of by your IT department and Axon's Legal team. The reality here is we have an implementation team lined up and assigned to you all given the timeline for contract execution that we had confirmed with the team after the requested extension (9/30). If we aren't able to get this submitted by 9/30 we will have to push back the timeline for the implementation queue and go through complete reapproval of contracts on our end. @Ryan Rose or @Skyler Whitmore if either of you could please provide some clarity on where things are at we will be able to realign on what roll -out will look like. 2 Looking forward to hearing back from the team! -Madison Madison O'Leary Solutions Specialist — Axon Justice M / 352 318 3707 E / moleary(ajaxon.com AXON.COM Scottsdale, AZ From: Madison O'Leary <moleary@axon.com> Date: Monday, September 16, 2024 at 4:16 PM To: Skyler Whitmore <swhitmore@weld.gov>, Toby Taylor <ttaylor@weld.gov> Cc: Ryan Rose <rroseClweld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Hi Toby — Here is he Weld County contract that includes your Redlines. We should be able to expedite with this information! -Madison Madison O'Leary Solutions Specialist — Axon Justice M /352 318 3707 E / molearyAaxon.com AXON.COM Scottsdale, AZ From: Madison O'Leary <moleary@axon.com> Date: Friday, September 13, 2024 at 6:30 PM To: Skyler Whitmore <swhitmore@weld.gov>, Toby Taylor <ttaylor@weld.gov> Cc: Ryan Rose <rrose161weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Hi All — Last time I checked we were good and Toby was taking this internally to still route for signatures in September. @Toby Taylor Have things changed? Best, Madison 3 Madison O'Leary Solutions Specialist — Axon Justice M 1 352 318 3707 E / molearvO.axon.com AXON.COM Scottsdale, AZ From: Skyler Whitmore <swhitmore@weld.gov> Date: Friday, September 13, 2024 at 10:24 AM To: Madison O'Leary <moleary@axon.com> Cc: Ryan Rose <rrose@weld.gov> Subject: FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Good morning! Checking in — looks like we're still working on the agreement piece. I know you extended dates but we may need to do so again? Skyler Whitmore From: Ryan Rose <rrose@weld.gov> Sent: Thursday, September 5, 2024 3:47 PM To: Toby Taylor <ttaylor@weld.gov> Cc: Skyler Whitmore <swhitmore@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Toby, Thank you for the quick turnaround, really appreciate the guidance. 1. If you would please work with the County Attorney on this item, that would be very helpful. 2. I will prepare and route the pass -around through the normal process. 3. I will be in the audience along with DA Rourke when it is placed on the agenda in case there are questions. Thanks again, Ryan From: Toby Taylor <ttaylor@weld.gov> Sent: Thursday, September 5, 2024 1:23 PM To: Ryan Rose <rrose@weld.gov> Cc: Skyler Whitmore <swhitmore@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect I have spoken with Madison regarding my questions. In addition, I have verified the quote is in line with the State Pricing agreement (actually less), the original bid meets Weld's requirements, and the cooperative is current. With that, I have attached documents to include the price book from the cooperative bid as well as a beginning draft of a recommendation letter. The next steps would be: 4 1. Ask the County attorney to draft the Participative Agreement for the cooperative purchase. Then provide to Axon for review and signatures. I can work that if you desire. 2. Then send a pass -around to the BOCC to see if they desire a work session. 3. If not, place contract onto agenda as a new item of business. Since it is an acquisition, I can present the item (similar to bid). But would need subject matter expert in the audience should a technical question arise. Please let me know how you want to proceed. Toby Taylor MBA, NIGP-CPP Procurement Manager Weld County Finance 1301 North 17th Avenue P.O. Box 758 Greeley, CO 80632 P: 970.400.4454 ttaylor@weldgov.com From: Ryan Rose <rrose@weld.gov> Sent: Wednesday, September 4, 2024 10:14 AM To: Toby Taylor <ttaylor@weld.gov> Cc: Skyler Whitmore <swhitmore@weld.gov> Subject: FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Here is the information you requested. Please let me know what our next step are. Thanks for the help! From: Madison O'Leary <moleary@axon.com> Sent: Wednesday, September 4, 2024 9:00 AM To: Ryan Rose <rrose@weld.gov>; Skyler Whitmore <swhitmore@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect e Is From an External Sender sent by someone outside Weld County Government. Do not click links or open attachments unless you recognize knc the content is safe. One last email for your inbox today. Here is the contract to provide to your procurement team with the aforementioned NASPO agreement referenced. Best, Madison Madison O'Leary Solutions Specialist — Axon Justice M/3523183707 E / moleary(c(axon.com 5 AXON.COM Scottsdale, AZ From: Madison O'Leary <moleary@axon.com> Date: Wednesday, September 4, 2024 at 9:34 AM To: Ryan Rose <rrose@weld.gov>, Skyler Whitmore <swhitmore@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect @Ryan Rose This is the NASPO agreement I am adding to the contract to execute. Should be good to go but wanted to provide ahead of time in case. Madison O'Leary Solutions Specialist — Axon Justice M / 352 318 3707 E / moleary(a.axon.com AXON.COM Scottsdale, AZ From: Madison O'Leary <moleary@axon.com> Date: Wednesday, September 4, 2024 at 8:38 AM To: Ryan Rose <rrose@weld.gov>, Skyler Whitmore <swhitmore@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect That is correct, That would be our "multicam" feature and it functions by Bluetooth signal for all Axon devices in the radius (bodycam, dashcam, etc). You can combine, play and review concurrently up to four videos with timestamps in the same screen. That screen clip can also be exported as a singular video if desired for a court ready exhibit. I have reattached the proposal doc that outlines all the axon features for your review. Madison O'Leary Solutions Specialist — Axon Justice M / 352 318 3707 E / moleary(afaxon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@weld.gov> Date: Wednesday, September 4, 2024 at 8:08 AM To: Madison O'Leary <moleary@axon.com>, Skyler Whitmore <swhitmore@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect 6 Hi Guys! Thanks Madison. Do you have information on the ability for Axon Justice to "blend" multiple cameras at a crime scene into one video for evidence purposes. I believe you said during the demo that this can only be done when it is an Axon camera, is that correct? Appreciate the assistance. Ryan From: Madison O'Leary <moleary@axon.com> Sent: Tuesday, September 3, 2024 4:08 PM To: Ryan Rose <rrose@weld.gov>; Skyler Whitmore <swhitmore@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect sa►ge.la From an External Sender it was sent by;sx►meone outside' Weld County Government. Do not click links or open attachments unless you recognize :r and:know tho content is safe. Wanted to follow-up with you both in one chain so all is visible across the board. For billing you will be billed annually so all good there, I have attached the sole source doc and will send an updated contract with the Sourcewell co-op attached. The new quote will reflect the 9/15 contract extension deadline and the 9/30 start date. Let me know if there is anything else you guys need! -Madison Madison O'Leary Solutions Specialist — Axon Justice M / 352 318 3707 E / moleary@axon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@lweld.gov> Date: Wednesday, August 28, 2024 at 10:55 AM To: Madison O'Leary <moleary@axon.com> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect I'm interested in the coop for sure. But having the the sole source will be helpful as well. Get Outlook for iOS 7 From: Madison O'Leary <moleary@axon.com> Sent: Wednesday, August 28, 2024 9:22:52 AM To: Ryan Rose <rrose@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect This Message Is , From an:Exte External Sender This email was sent by Someone outside Weld County Government. ' Do -not click links or open attachments unte you recognize the sender and know the content is�sate. `Report Suspieio Hey Ryan ! I can absolutely get our team to write one up, admittedly though most of the 8-9 deals we have done in Colorado we have done using co-op agreements as all the term and all are already negotiated so it typically makes the process much faster/smoother. Would you want me to add one of those on or would you prefer we submit for sole source documentation? Let me know and I will get that over to you ASAP -Madison Get Outlook for iOS From: Ryan Rose <rrose@weld.gov> Sent: Tuesday, August 27, 2024 9:15:04 AM To: Madison O'Leary <moleary@axon.com> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Madison, We are getting this prepared for the BOCC approval and signature. Awhile back, you or someone from your team had send us a sole source document and I cant seem to find it. Would you be able to provide me an updated version? Thank you, Ryan From: Madison O'Leary <moleary@axon.com> Sent: Thursday, May 23, 2024 2:46 PM To: Ryan Rose <rrose@weld.gov>; Skyler Whitmore <swhitmore@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Michael Rourke <mrourke@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect This Message Is From an External Sender This email was,sent by someone outside Weld County Government. Do not click links or open attach the sender and knowthe content is 8 Hi Ryan —Wonderful to hear from you! Thank you for redirecting. @Skyler Whitmore I gave you a call today and left a voicemail so you should have my call back number but it is in my signature below as well. Please let me know when you are available to discuss, I am flexible Wed -Fri of next week! In the meantime have a wonderful Holiday weekend -- Looking forward to reconnecting with you all! Best, Madison Madison O'Leary Solutions Specialist — Axon Justice M1 352 318 3707 E / molearva,axon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@weld.gov> Date: Wednesday, May 22, 2024 at 6:20 PM To: Madison O'Leary <moleary@axon.com> Cc: Terasina White <twhite@weld.gov>, Robb Miller <rmiller@weld.gov>, Michael Rourke <mrourke@weld.gov>, Cheryl Pattelli <cpattelli@weld.gov>, Skyler Whitmore <swhitmore@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Hi, Skyler in IT will take it from here. Thanks! Ryan Rose Chief Information Officer Weld County Government P.O. Box 758, 1401 N 17th Avenue Greeley, CO 80632 970-400-2550 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify the sender by return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action 9 concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Madison O'Leary <molearv@axon.com> Sent: Wednesday, May 22, 2024 3:59 PM To: Ryan Rose <rrose@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Michael Rourke <mrourke@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect This Message is Fron This email Wa the sender ai External Sender one outside Weld County ttent is safe, Government. Do not dick links or open Hi Team — Wanted to re -send the contract as I spoke with Cheryl and it looks like it may have gotten misrouted or lost in the emails internally. Please let me know if you guys have any questions or need anything else from me. I know the Holiday weekend and Summer vacations are upon us so want to be sure we are all trued up with any changes that need to be made or any county meetings that we need to get on the minutes for. Look forward to hearing back from you! Best, Madison Madison O'Leary Solutions Specialist — Axon Justice M/3523183707 E / moleary(S axon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@weld.gov> Date: Thursday, March 28, 2024 at 2:53 PM To: Madison O'Leary <moleary@axon.com> Cc: Terasina White <twhite@weld.gov>, Robb Miller <rmiller@weld.gov>, Michael Rourke <mrourke@weld.gov>, Cheryl Pattelli <cpattelli@weld.gov> Subject: RE: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Madison, is Thank you for the follow up and I apologize for not following up sooner. Would you have time next week to regroup? Please send me times that work for you, and I will get resources lined upon our side. Thanks, Ryan Rose Chief Information Officer Weld County Government P.O. Box 758, 1401 N 17th Avenue Greeley, CO 80632 970-400-2550 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify the sender by return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Madison O'Leary <molearv@axon.com> Sent: Wednesday, March 6, 2024 11:58 AM To: Ryan Rose <rrose@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Michael Rourke <mrourke@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect This Message Is From an External Sender This email was sent by someone outside Weld County Govemment. Do not click links or open attachments unless you recognize the sender and know the content is safe. Report Suspicious Hi All -- I circled back yesterday with our team to check that you all had received the updated quote as I had not heard back. At which point I was then informed that the scoped-out quote was never sent over to you all by our internal team. I wanted to first and foremost apologize for the delay here, there has been a ton of shifting internally but there is no excuse for that level of delay. As such, I have attached the revised quote as well as the Scope of Work document for your reference. One thing to note is the current start date is held as Aug 1St, 2024 to ensure pricing will hold but we will adjust based on your procurement timing. 11 I would love to setup a call in the coming week to discuss next steps and any follow-up questions you have after reviewing. We are available Wed 13`n if there is a time that works best for you all to connect, I will gladly send over a zoom link for us. Please let me know if there is anything else you need prior to that! Best, Madison Madison O'Leary Account Executive, Justice M / 352 318 3707 E / molearyl jaxon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@weld.gov> Date: Friday, February 9, 2024 at 8:54 AM To: Kristen Bohn <kbohn@axon.com>, Kalpesh Chotai <kchotai@axon.com>, Madison O'Leary <moleary@axon.com> Cc: Terasina White <twhite@weld.gov>, Robb Miller <rmiller@weld.gov>, Michael Rourke <mrourke@weld.gov>, Cheryl Pattelli <cpattelli@weld.gov> Subject: FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Madison and Team, Please see the DA's responses to your questions. Please let us know if you have further questions or need to discuss next steps. We are looking forward to seeing the revised quote. Best, Ryan From: Terasina White <twhite@weld.gov> Sent: Thursday, February 8, 2024 2:20 PM To: Ryan Rose <rrose@weld.gov> Cc: Michael Rourke <mrourke@weld.gov>; Robb Miller <rmiller@weld.gov> Subject: FW: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Below are our proposed answers. Feel free to forward on to the group after you review. Thanks Terasina White Office Administrator Weld County District Attorney's Office 12 970-400-4729 From: Madison O'Leary <moleary@axon.com> Sent: Wednesday, February 7, 2024 12:47 PM To: Kristen Bohn <kbohn@axon.com>; Michael Rourke <mrourke@weld.gov>; Ryan Rose <rrose@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Kalpesh Chotai <kchotai@axon.com> Subject: Re: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Hi All — Passing along those questions we had discussed below. Once we get those back from you all we can re -scope everything out and get you an accurate quote to take internally. In the meantime, if you have any other questions or any of this is unclear, please let me know! Questions for 19th Judicial District (CO) Weld County Attorney's Office: 1. Number of FTE count 83 2. Total number of non -Axon LEA's in the county that are responsible for presenting cases to the DA's office. 5 3. Will the DA's office be using a defense disclosure portal (a lightweight environment for the private defense bar to login and access digital evidence shared with them in discovery) — Yes 4. Preferred implementation/training experience. All implementations include a Remote Deep -Dive (90 -Minutes), Remote Workflow Discussion (30 -Minutes) and Remote Roles & Permissions Discussion (60 -Minutes). The options for end -user training are End -User Remote Training and Onsite End -User Training. We'll also need to know the number of sessions they'd like for this training. Training for an office of this size is typically between 8-12 hours (four to six 2 - hour sessions - across two or three consecutive days) End User Remote trainer the trainer style training for 5 or 6 employees- 2 or 3 sessions s. Requested go -live date (Confirming if March 1St Signatures, April 1 go live?) May 1, 2024 Best, Madison O'Leary Account Executive, Justice M/3523183707 E / molearyAaxon.com AXON.COM 13 Scottsdale, AZ From: moleary@axon.com When: 12:00 PM - 1:00 PM February 7, 2024 Subject: Axon Justice Premier for Weld County I Quote and Proposal Reconnect Location: https://axon.zoom.us/i/93253691022?from=addon Hi All, Looking forward to doing some introductions and reconnecting on your needs and how we can support on the Axon front. Please accept to confirm this day/time works for you and of course let me know if any other questions come up in the interim. Otherwise, have a wonderful rest of your week and we will connect in Feb! Talk soon — Madison Hi there, Madison O'Leary is inviting you to a scheduled Zoom meeting. Join Zoom Meeting One tap mobile: US: +13092053325„93253691022# or +13126266799„93253691022# Meeting URL: https://axon.zoom.us/i/93253691022?from=addon Meeting ID: 932 5369 1022 Join by Telephone For higher quality, dial a number based on your current location. Dial: +1 309 205 3325 US +1 312 626 6799 US (Chicago) +1 646 558 8656 US (New York) +1 646 931 3860 US +1 301 715 8592 US (Washington DC) +1 305 224 1968 US +1 360 209 5623 US +1 386 347 5053 US 14 +1 507 473 4847 US +1 564 217 2000 US +1 669 444 9171 US +1 669 900 6833 US (San Jose) +1 689 278 1000 US +1 719 359 4580 US +1 253 205 0468 US +1 253 215 8782 US (Tacoma) +1 346 248 7799 US (Houston) 877 853 5247 US Toll -free 888 788 0099 US Tot -free 833 548 0276 US Toll -free 833 548 0282 US Toll -free 833 928 4608 US Toll -free 833 928 4609 US Toll -free 833 928 4610 US Toll -free Meeting ID. 932 5369 1022 International numbers Join from an H.323/SIP room system H.323: 162.255.37.11 (US West) 162.255.36.11 (US East) 115.114.131.7 (India Mumbai) 115.114.115.7 (India Hyderabad) 213.19.144.110 (Amsterdam Netherlands) 213.244.140.110 (Germany) 103.122.166.55 (Australia Sydney) 103.122.167.55 (Australia Melbourne) 149.137.40.110 (Singapore) 64.211.144.160 (Brazil) 149.137.68.253 (Mexico) 69.174.57.160 (Canada Toronto) 65.39.152.160 (Canada Vancouver) 207.226.132.110 (Japan Tokyo) 149.137.24.110 (Japan Osaka) Meeting ID: SIP: 932 5369 1022 93253691022(a�zoomcrc.com From: Ryan Rose <rrose@weld.gov> Date: Tuesday, January 23, 2024 at 9:02 AM To: Madison O'Leary <moleary@axon.com>, Kristen Bohn <kbohn@axon.com>, Michael Rourke 15 Hi All — <mrourke@weld.gov> Cc: Terasina White <twhite@weld.gov>, Robb Miller <rmiller@weld.gov>, Cheryl Pattelli <cpattelli@weld.gov> Subject: RE: Axon Justice Premier I Quote and Proposal Madison, Thank you for providing the options. Let's shoot for 2/7 @11:00am. Thanks again, Ryan Rose Chief Information Officer/Director of Administration Weld County Government P.O. Box 758, 1401 N 17th Avenue Greeley, CO 80632 970-400-2550 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify the sender by return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Madison O'Leary <moleary@axon.com> Sent: Tuesday, January 23, 2024 7:57 AM To: Ryan Rose <rrose@weld.gov>; Kristen Bohn <kbohn@axon.com>; Michael Rourke <mrourke@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: Re: Axon Justice Premier I Quote and Proposal rem an,External Sender uomeone Outside Weld County Government. Do, not click links or open attachments unless.. h►e content is safe' Happy to help with the calendar Tetris here. On our end we are available the below times... Monday (1/29)10-2pm MST Tues (1/30) 3-4pm MST Tues (2/6) 10-12pm MST 16 Wed (2/7)11-3pm MST Let me know what day/time works best and I will gladly send over a zoom link for us all to join. Best, Madison O'Leary Account Executive, Justice M / 352 318 3707 E / moleary a axon.com AXON.COM Scottsdale, AZ From: Ryan Rose <rrose@weld.gov> Date: Monday, January 22, 2024 at 4:22 PM To: Kristen Bohn <kbohn@axon.com>, Michael Rourke <mrourke@weld.gov>, Madison O'Leary <moleary@axon.com> Cc: Terasina White <twhite@weld.gov>, Robb Miller <rmiller@weld.gov>, Cheryl Pattelli <cpattelli@weld.gov> Subject: RE: Axon Justice Premier I Quote and Proposal Kristen, Sure, we would be happy to meet. This week is pretty booked, can you send some times that may work for you next week or the following? Best, Ryan Rose Chief Information Officer/ Director of Administration Weld County Government P.O. Box 758, 1401 N 17th Avenue Greeley, CO 80632 970-400-2550 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify the sender by return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 17 From: Kristen Bohn <kbohn@axon.com> Sent: Monday, January 22, 2024 3:11 PM To: Ryan Rose <rrose@weld.gov>; Michael Rourke <mrourke@weld.gov>; Madison O'Leary <molearv@axon.com> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: Re: Axon Justice Premier I Quote and Proposal This Message Is From an External Sender This email was sent by someone outside Weld County Government. Do not click links or open attachments unles the sender and, know the content is safe; Hi Ryan - Thanks for reaching out. My name is Kristen Bohn and I'm the director of sales at Axon Justice. I am emailing to inform you that Bert is no longer with Axon. @Madison O'Leary will be taking over moving forward. We'd both welcome time to meet you and learn more about your budget constraints. I'll let Madison look for a time that works and we can discuss further. Does that work for you and your team? Regards, KRISTEN BOHN Director of Sales, Justice M / 214 448 3870 AXON.COM From: Ryan Rose <rrose@weld.gov> Sent: Monday, January 22, 2024 11:25 AM To: Bert Panganiban <bpanganiban@axon.com>; Michael Rourke <mrourke@weld.gov> Cc: Terasina White <twhite@weld.gov>; Robb Miller <rmiller@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov> Subject: RE: Axon Justice Premier I Quote and Proposal Bert, I hope the new year is off to a great start for you and the team. As a follow up to our meeting and you providing the quote, I'm sure you understand the budget constraints that all governments are dealing with for 2024/2025 and Weld County is no different. 18 A few questions — Would Axon be willing to waive the $17,000 one-time cost for training and implementation? Would Axon be willing to adjust the 5 -year pricing to reflect that cost differential? o Year 1 - $81,175.84 o Year 2 - $84,175.87 o Year 3 - $87,552.78 o Year 4 - $91,054.90 o Year 5 - $94,697.09 Thank you, Ryan Rose Chief Information Officer/Director of Administration Weld County Government P.O. Box 758, 1401 N 17th Avenue Greeley, CO 80632 970-400-2550 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify the sender by return e-mail and destroy the communication. Any disclosure, copying, distribution, or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 19 From: Bert Panganiban <bpanganiban@axon.com> Sent: Wednesday, December 6, 2023 6:10 PM To: Michael Rourke <mrourke@weld.gov>; Ryan Rose <rrose@weld.gov> Subject: Axon Justice Premier I Quote and Proposal Here is the written proposal and signature -ready quote. (Please refer to the link on page 5 of the quote. From there choose the Axon Justice Services Agreement.) If there are terms to negotiate, please add your red lines and return. I'll make sure my legal reviews in short order. Bert Panganiban Axon Justice Solutions Mobile / 941 527 9189 AXON.COM bpanganiban@axon.com 20 Contract Form Entity Information Entity Name* Entity ID* AXON ENTERPRISE INC @00040220 O New Entity? Contract Name* Contract ID MASTER SERVICES AND PURCHASING AGREEMENT 8745 Contract Status CTB REVIEW Contract Description * AXON CLOUD SERVICES TERMS OF USE APPENDIX Contract Description 2 Contract Lead SWHITMORE Contract Lead Email swhitmore@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Type" Department Requested BOCC Agenda Due Date AGREEMENT INFORMATION Date* 09/26/2024 TECHNOLOGY-GIS 09/30/2024 Amount* $101,037.18 Renewable* YES Automatic Renewal YES Grant IGA Department Email CM- InformationTechnologyGI S@weld.gov Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? MADISON O'LEARY Purchasing Purchasing Approver Approval Process Department Head RYAN ROSE DH Approved Date 09/27/2024 If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Contact Name Type PRIMARY Review Date" 05/01/2028 Renewal Date 09/15/2028 Committed Delivery Date Expiration Date Contact Email MADISON O'LEARY <MOLEARY@AXON.COM> Finance Approver CHERYL PATTELLI Contact Phone Contact Phone 1 2 Purchasing Approved Date Legal Counsel BYRON HOWELL Finance Approved Date Legal Counsel Approved Date 09/27/2024 09/27/2024 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 09/30/2024 Tyler Ref* AG 093024 Originator SWHITMORE Hello