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HomeMy Public PortalAboutAxon Master Svc and Purchasing Agreement 2022081141 AXON Master Services and Purchasing Agreement for Agency This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation (Axon"), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party' and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing ail subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. 1.2. "Axon Device" means all hardware provided by Axon under this Agreement. 1.3. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors In any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then - current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past -due sums at the lower of one -and -a -half percent (1 5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB Destination via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the Agency. Agency is responsible for any shipping charges in the Quote. The Agency may reject Products that do not match the Products listed in the Quote or which are damaged or non-functional upon receipt (Nonconforming Product) by providing Axon written notice of rejection within ten (10) days of shipment. In the event the Agency receives a Nonconforming Product, the Agency's sole remedy is to return the Product to Axon for repair or replacement as further described in Section 7 — Warranties. Failure to notify Axon within the ten (10) day rejection period will be deemed as acceptance of the Product. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty; Disclaimer. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm and Axon - manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 1 of 13 AXON Master Services and Purchasing Agreement for Agency Extended warranties run from the expiration of the 1 -year hardware warranty through the extended warranty term. All software and Axon Cloud Services, are provided "AS iS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon ("Third -Party Products") are not covered by Axon's warranty and are only subject to the warranties of the third -party provider or manufacturer. 7.2. Claims. if Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon's option. A replacement Axon -manufactured Device will be new or like new. Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90 -days from the date of repair or replacement. 7.2.1. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon -manufactured Device for service, Agency must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon -manufactured Device sent to Axon for service. 7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non-functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. Axon's warranty will be void if Agency resells Axon Devices. 7.4.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2. Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.6. Third -Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third -party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, againstAxon, and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. Ti} Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version; 14,0 Release Date: 3/10/2022 Page 2 of 13 L. AXON Master Services and Purchasing Agreement for Agency 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 10. Design Changes. Axon may make design changes to anyAxon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12. Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices or Services infringes or misappropriates the third -party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon -manufactured Devices or Services by Agency or a third -party not approved by Axon; (b) use of Axon -manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15. Agency Res Dons lbllltles. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third -party over Agency's use of Axon Devices. 16. Termination. 16.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. if Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non - appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of safe. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality, "Confidential information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 18. General. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 3 of 13 AXON Master Services and Purchasing Agreement for Agency 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 18,3. Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 18.4. Non -Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severabllity. if a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 18.10. Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, goverr this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal(cDaxon.com Email 18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each 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: AGENCY: Axon Enterprise, Inc. Signature: Signatu Name: Name: Title: _ Title: Date: 1//ey ;/ (e.41 SeSSi opts Date: G,gjl5/ Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 4 of 13 4,1 AXON Master Services and Purchasing Agreement for Agency Tale: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 5 of 13 AXON Master Services and Purchasing Agreement for Agency Axon Cloud Services Terms of Use Appendix 1. Definitions. 1.1. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non -Content Data. 1.2. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. 1.3. "Non -Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non - Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content. 1.4. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non-TASER Data to Axon Evidence Lite. 3. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security, Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. Ii Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. 5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. 5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be govemed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/Iegal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 6 of 13 Al AXON Master Services and Purchasing Agreement for Agency 7. Axon Body 3 WI-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GLASS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled W-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the W-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. S. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9. Location of Storage. Axon may transfer Agency Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10. Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end users use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services, 12. Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, if any, Agency will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. 12.1. The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") 12.2. An "Update' is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (1) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. 12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages. 13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 7 of 13 AXON Master Services and Purchasing Agreement for Agency 13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. 14. After Termination. Axon will not delete Agency Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90 -days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15. Post -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the extemal system. 16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 8 of 13 AXON Master Services and Purchasing Agreement for Agency 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 taw, may make limited use of Agency 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, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency 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)n). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency 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 Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency 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 Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency 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 Agency 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 Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 2.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or use Agency 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 Agency. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may '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 he disassociated from identifying rnetadata 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 Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 9 of 13 �� AXON Master Services and Purchasing Agreement for Agency choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency 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. [1 Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 10of13 AXO\ Master Services and Purchasing Agreement for Agency Axon Fleet Appendix If Axon Fleet is included on the Quote, this Appendix applies. 1. Agencv Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on -site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2. Cradlepolnt. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly. 3. Third -party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4. Wireless Offload Server. 4.1. License Grant Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. License Grant. Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software, 6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within 7 days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in -car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 11 of 13 L. AXO\ Master Services and Purchasing Agreement for Agency 7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as schedule on the Quote. 7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible far the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 8. Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1. Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 Release Date: 3/10/2022 Page 12 of 13 AXO\ Master Services and Purchasing Agreement for Agency Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good -faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs. 3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modern and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier. 5. Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third -party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon -provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 14.0 R6tAk6 43/10/2022 Page 13 of 13 CONTRACT ADDENDUM FOR CITY OF TYBEE ISLAND AND Notwithstanding any other provision of the agreement and/or any other addendum to the agreement, the parties agree that the provisions of the contract attached hereto are modified, cancelled or removed to the extent inconsistent with the provisions of this addendum: 1. In all instances the provisions of O.C.G.A. 36-60-13 shall control such that any obligation on the part of the City shall cease without condition in the absence of renewal at the end of the fiscal year or calendar year as applicable. 2. The contract is limited to a twelve-month term subject to automatic renewals. 3. There is no obligation on the part of the City to indemnify any other party, including any other contracted party, as such provisions are not valid under Georgia law. 4. The provisions and performances under this agreement and addendum shall be governed by the laws of the State of Georgia and any applicable federal law. Any and all disputes which might arise under the terms of the agreement, the addendum or the transaction between the parties shall be resolved in the states and federal courts located within Chatham County in the State of Georgia, including, but not limited to, the US District Court for the Southern District of Georgia, Savannah Division. 5. The City of Tybee Island does not waive the right to trial by jury on any dispute. 6. The City does not authorize the use of its name or logo in any contracting party's marketing or promotional activities in the absence of a specific authorization following the contracting party's making such promotional or marketing activities known and available to the City. The City shall have 10 days following the receipt of such information or material within which to approve or disapprove the use of its name or logo and the failure to the City to respond that such promotional or marketing is permissible, it shall be deemed a rejection and the use shall not be permitted. 7. For any insurance requirement imposed upon the City, the City may satisfy its obligations by having coverage with the Georgia Interlocal Risk Management Program. VENDOR By: CITY OF T.YBEE ISLAND GEORGIA `el //c/Loz7 Printed Name Date Title Date Attest: t 572.572.000.Forms - Contract Addend um SHIP TO Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1. 800. 978. 2737 BILL TO Business;Delivery; Invoice -78 Van Horne Ave 78 Van Home Ave Tybee Island, GA 31328-9780 USA Tybee Island Police Dept. - GA 78 Van Home Ave Tybee Island, GA 31328-9780 USA Email: Quote Summary Program Length 60 Months 1 TOTAL COST ESTIMATED TOTAL W/ TAX $223,135.04 $223,135. 04 Payment Summary R-396265-44748.642SF Issued 07/06/2022 Quote Expiration: 08130/2022 Estimated Contract Start Date: 09/15/2022 Account Number. 467617 Payment Terms: N30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE PRIMARY CONTACT Sean Farren Phone: + 17327402255 Email: sfan'en@axon.com Fax: Joseph Fobes Phone: (912) 4725094 Email: jfobes@cityoftybee .org Fax: (912) 786-4003 Discount Summary Average Savings Per Year TOTAL SAVINGS $260 .00 $1,300.00 i Date Aug 2022 $111,296 .00 $0 .00 $111,296.00 Aug 2023 $27,959 .76 $0 .00 $27,959.76 Aug 2024 $27,959.76 $0.00 $27,959 .76 Aug 2025 $27,959.76 $0.00 $27,959.76 Aug 2026 $27,959 .76 $0.00 $27,959.76 Total 5223,135.04 50.00 5223,135.04 Subtotal Tax Total 1 Page 1 4-396265.44748 .642SF Quote Unbundled Price: Quote List Price: Quote Subtotal: Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Temi Unbundled List Price Net Price Subtotal A Ia Carte Hardware 12122 AXON AIR DJI MATRICE 300 RTK (NA) SP PLUS 2 513,199. 00 $13,199.00 $26.398.00 $0.00 526,398.00 12128 AXON AIR, DJI ZENMUSE H2OT 2 511,799.00 $11,799.00 523,598.00 50.00 S23,598.00 12125 AXON AIR DJI MATRICE 300 T860 INTELLIGENT 2 $700.00 $700.00 $1,400.00 $0.00 $1,400.00 FLIGHT BATTERY '2346 AXON AIR, FOTOKITE SIGMA MOBILE 2 529,950.00 529,950.00 $59,900 .00 50.00 S59,900 .00 A Ia Carte Software 100112 AXON AIR, E.COM PILOT DATA LIC 4 60 530.00 530.00 S7,200 .00 50 .00 S7,233.00 ' 12344 AXON AIR FOTOKITE CONNECT LICENSE 2 60 $275.00 5275.00 533,000.00 50 .00 S33,003.00 12023 AXON AIR CLASS 2 UAS LICENSE 2 60 $279.00 5279.00 $33,480.00 $0 .00 S33,480.00 A Ia Carte Services 12021 AXON AIR, VIRTUAL TRAINING 1 12326 AXON AIR, DPGS PART 107 TRAINING: 2 YR ACCESS 4 100368 AXON AIR, FOTOKITE SIGMA SERVICE & SUPPORT 2 48 A Ia Carte Warranties 100371 AXON AIR, FOTOKITE SIGMA EXTENDED 2 48 $147.91 $147,91 $14,199.36 50.00 514,199.36 W ARRANTY $224,435.04 $224,435.04 $223,135.04 Tax Total $500.00 $200.00 $249.58 $0.00 $0 .00 $249.58 50 .00 50.00 523,959.68 50.00 50.00 50.00 50.00 50.00 S23,959.68 Total $223,135 .04 50.00 $223,135 .04 Page 2 Q-396265-44748.642SF Delivery Schedule Hardware Bundle A la Carte A la Carte A la Carte A la Carte Item Description 12122 AXON AIR, DJI MATRICE 300 RTK (NA) SP PLUS 12125 AXON AR, DJI MATRICE 300 TB60 INTELLIGENT FLIGHT BATTERY 12128 AXON AiR, DJI ZENMUSE H2CT 12346 AXON AIR, FOTOKITE SIGMA MOBILE )TY Estimated Delivery Date 2 08/1512022 2 08/15/2022 2 08/15/2022 2 08/15/2022 Software Bundle A la Carte AIaCarte A la Carte Item Description 100112 AXON AIR, E.COM PILOT DATA LIC 12023 AXON A:R, CLASS 2 UAS L:CENSE 12344 AXON AIR, FOTOKITE CONNECT LICENSE QTY 4 2 2 Estimated Start Date 09/15/2022 09/15/2022 09/15/2022 Estimated End Date 09/14/2027 09/14/2027 09/14/2027 Services Bundle A la Carte A la Carte A la Carte Item Description 100368 AXON AIR, FOTOKITE SIGMA SERVICE & SUPPORT 12021 AXON AIR VIRTUAL TRAINING 12326 AXON AIR, DPGS PART 107 TRAINING: 2 YR ACCESS QTY 2 1 4 Warranties Bundle A la Carte tem Description 100371 AXON AIR, FOTOKITE SIGMA EXTENDED WARRANTY QTY Estimated Start Date Estimated End Date 2 09/15/2023 09/14;2027 Page 3 Q-396265-44748.642SF Payment Details Aug 2022 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 12021 AXON AIR, VIRTUAL TRAINING 1 50.00 S0.00 $0.00 Year 1 12122 AXON AIR, DJI MATRICE 300 RTK (NA) SP PLUS 2 S26,398.00 50.00 526,398.00 Year 1 12125 AXON AIR, DJI MATRICE 300 TB60 INTELLIGENT FLIGHT BATTERY 2 $1,400.00 50.00 $1,400.00 Year 1 12128 AXON AIR, DJI ZENMUSE H2OT 2 823,598.00 50.00 $23,598.00 Year 1 12326 AXON AIR, DPGS PART 107 TRAINING: 2 YR ACCESS 4 50.00 S0.00 50.00 Year 1 12346 AXON AIR, FOTOKITE SIGMA MOBILE 2 $59,900. 00 $0.00 559,900.00 Total 5111,296.00 50.00 5111,296.00 Aug 2023 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 100112 AXON AIR, E.COM PILOT DATA LIC 4 $1,800.00 $0 .00 $1,800.00 Year 2 100368 AXON AIR, FOTOKITE SIGMA SERVICE & SUPPORT 2 $5,989.92 50.00 $5,989.92 Year 2 100371 AXON AIR, FOTOKITE SIGMA EXTENDED W ARRANTY 2 $3,549.84 $0.00 53,549.84 Year 2 12023 AXON AIR, CLASS 2 UAS LICENSE 2 $8,370.00 50.00 58.370.03 Year 2 12344 AXON AIR, FOTOKITE CONNECT LICENSE 2 $8,250.00 50 .00 S8,250 .00 Total 527,959 .76 50.00 527,959 .76 Aug 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 100112 AXON AIR, E.COM PILOT DATA LIC 4 $1,800.00 50.00 $1,800 .00 Year 3 100368 AXON AIR. FOTOKITE SIGMA SERVICE & SUPPORT 2 $5,989.92 50.00 55,989 .92 Year3 100371 AXON AIR, FOTOKITE SIGMA EXTENDED W ARRANTY 2 $3,549.84 $0.00 $3,549.84 Year 3 12023 AXON AIR. CLASS 2 UAS LICENSE 2 $8,370 .00 SC.00 58,370.00 Year 3 12344 AXON AIR, FOTOKITE CONNECT LICENSE 2 $8,250.00 50.00 58,250.00 Total $27,959.76 50.00 527,959.76 Aug 2025 Invoice Plan Item Description Year 4 100112 AXON AIR, E. COM PILOT DATA LIC Year 4 100368 AXON AIR, FOTOKITE SIGMA SERVICE & SUPPORT 2 $5,989 .92 $0.00 55,989.92 Year 4 100371 AXON AIR, FOTOKITE SIGMA EXTENDED WARRANTY 2 53,549.64 50.00 53,549.84 I Year 4 12023 AXON AIR, CLASS 2 UAS LICENSE 2 $8,370.00 50.00 $8,370.00 Year 4 12344 AXON AIR, FOTOKITE CONNECT LICENSE 2 58,250.00 S0.00 88,250.00 1 Total $27,959 .76 50.00 $27,959 .76 Qty Subtotal Tax Total 4 $1,800.00 $O .CO S1,800 .00 Aug 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 100112 AXON AIR, E .COM PILOT DATA LIC 4 51,800.00 50 .00 51,800 .00 Year 5 100368 AXON AIR, FOTOKITE SIGMA SERVICE & SUPPORT 2 $5,989.92 50.00 55,989 .92 I Year 5 100371 AXON AIR, FOTOKITE SIGMA EXTENDED WARRANTY 2 53,549.84 50.00 53,549.84 Page 4 Q-396265.44748.642SF Aug 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 12023 AXON AIR. CLASS 2 UAS LICENSE 2 58,370.00 S0. 00 $8,370,00 Year 5 12344 AXON AIR, FOTOKITE CONNECT LICENSE 2 58,250.00 S0.00 58,250.00 Total 527,959.76 50.00 $27,959 .76 Page 5 Q •396265.44748.642SF Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreem ent: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon. com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. in the event you and Axon have entered into a prior agreement to govern all future purchases, that agree ment shall govem to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Im provement Program Appendix, which includes the sharing of de -identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at ww w.axon.comilegal/safes-terms-and-conditions), is incorporated herein by reference. By signing below , you agree to the term s of the Axon Customer Experience Improve ment Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions . By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the co mpany, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Page 6 Q-396265-44748 .642SF Signature 7/6/2022 Page 7 Date Signed .642SF Q-396265-44748 SHIP TO Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 BILL TO Business;Delivery;Invo`ce-78 Van Horne Ave 78 Van Home Ave Tybee Island, GA 31328-9780 USA Tybee Island Police Dept. - GA 78 Van Home Ave Tybee Island, GA 31328-9780 USA Email: Quote Summary Program Length TOTAL COST ESTIMATED TOTAL W/ TAX Payment Summary 60 Months $205,040.54 $205,040.54 Q-378039.44742.514RM Issued: 06130/2022 Quote Expiration: 08/31/2022 Estimated Contract Start Date: 07%01/2023 Account Number 467617 Payment Terms: N30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE PRIMARY CONTACT Lucas Campbell Phone: Em ail: Cam pbell©axon,com Fax: Joseph Fobes Phone: (912) 472-5094 Email: jfobes@cityoftybee. org Fax: (912) 786-4003 Discount Summary Average Savings Per Year TOTAL SAVINGS $10,691.06 $53,455.30 Date Subtotal Tax Total Jun 2023 541,008.09 50 .00 S41 .008 .09 Jun 2024 541,008.11 50.00 541,008.11 Jun 2025 S41,008.11 50 .00 541,008.11 Jun 2026 541,C08.11 50.00 541,008.11 Jun 2027 541,008 .12 50 .00 S41,008.12 Total $205,040 .54 50 .00 5205,040 .54 Page 1 Q-378039.44742.514RM Quote List Price: Quote Subtotal: Pricing All deliverables are detailed in Delivery Schedules section lower in proposal $258,495.84 $205,040.54 Item Description Term Qty List Price Net Price Subtotal Tax Total Fleet 3 Advanced 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 60m 36 51,020. 00 5896. 13 $32,260.68 50.00 S32,260.68 80400 FLEET, VEHICLE LICENSE 60m 18 51,200.00 51,054. 27 $18,976. 86 $0.00 S18,976 .86 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 60m 18 $2,940.00 $2,582.96 $46,493.28 $0.00 546,493.28 80402 RESPOND DEVICE LICENSE - FLEET 3 60m 18 5900. 00 5790. 70 $14,232.60 50.00 514,232 .60 72036 FLEET 3 STANDARD 2 CAMERA KIT 18 $2,405.00 5912. 93 $16,432. 74 50.00 516,432.74 72034 FLEET SIM INSERTION, VZW 18 $15. 00 513.18 $237.24 $0.00 5237.24 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 18 $1,200.0C $1,054. 27 $18,976.86 50 .00 $18,976.86 72040 FLEET REFRESH, 2 CAMERA KIT 18 52,710.00 $2,380. 89 $42,856.02 S0.00 542,856.02 70112 AXON SIGNAL UNIT 18 5279. 00 5245.12 54,412 .16 50 .00 S4,412 .16 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 51m 18 5456.96 5401.47 57.226 .46 50.00 S7,226 .46 80379 EXT WARRANTY, AXON SIGNAL UNIT _ 51m 18 559.16 $51.98 5935 .64 S0.00 5935 .64 Individual Items 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 22181 TASER 71NERT CARTRIDGE, CLOSE QUARTERS (12 - DEGREE) NS 22179 TASER 7 INERT CARTRIDGE. STANDOFF (3.5 -DEGREE) NS Total $2,000. 00 52,003.00 $2,000 .00 50.00 S2.000.00 8 $50.23 $0.00 30.00 $0.00 $0,00 8 550.23 50.00 50.00 $205,040.54 50.00 $0 .00 $0.00 $205,040.54 Page 2 Q-378039-44742.514RM Delivery Schedule Hardware Bundle Fleet 3 Advanced Fleet 3 Advanced Fleet 3 Advanced A la Cart Ala Carte Fleet 3 Advanced Item Descriptio 70112 AXON SIGNAL UNIT 72034 FLEET SIM INSERTICN, VZW 72036 FLEET 3 STANDARD 2 CAMERA KIT 2179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 72040 FLEET REFRESH, 2 CAMERA KIT QTY Estimated Delivery Date 18 04101/2023 18 04/01/2023 18 04/01/2023 8 04/01/2023 8 04/01/2023 18 04/01/2028 Software Bundle Fleet 3 Advanced Fleet 3 Advanced Fleet 3 Advanced Fleet 3 Advanced Services Item Description 80400 FLEET, VEHICLE LICENSE 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 80402 RESPOND DEVICE LICENSE - FLEET 3 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA QTY 18 18 18 36 Estimated Start Date 07/01/2023 07/01/2023 07/01/2023 07/01/2023 Estimated End Date 05/30/2028 06/30/2028 06130/2028 06/30/2028 Bundle Fleet 3 Advanced A la Carte Warranties Bundle Item Description 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES Item 80379 EXT W ARRANTY, AXON SIGNAL UNIT 80495 EXT W ARRANTY, FLEET 3, 2 CAMERA KIT Fleet 3 Advanced Fleet 3 Advanced QTY 18 1 Description QTY Estimated Start Date Estimated End Date 18 04/01/2024 06/30/2028 18 04/01/2024 06/30/2028 Page 3 Q-378039-44742.514RM Payment Details Jun 2023 Invoice Plan Year 1 Year 1 Year 1 Year 1 Year 1 Year1 Year 1 Year 1 Year 1 Year 1 Year 1 Year 1 Year 1 Year 1 Total Item Description Qty Subtotal Tax Total 103159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 $400.00 80.00 $400 .00 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 8 50.03 50.03 80 .00 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 8 S0.00 50.03 80 .00 70112 AXON SIGNAL UNIT 18 5882.44 50.03 5882 .44 72034 FLEET SIM INSERTION, VZW 18 847. 44 80.00 $47.44 72036 FLEET 3 STANDARD 2 CAMERA KIT 18 $3,286. 54 80 .00 $3,286 .54 72040 FLEET REFRESH, 2 CAMERA KIT 18 $8,571. 21 50.00 58,57' .21 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 18 $3,795. 38 S0 .00 53,795.38 80379 EXT WARRANTY, AXON SIGNAL UNIT 18 $187.12 50 .03 8187.12 80400 FLEET, VEHICLE LICENSE 18 $3,795.38 S0.03 S3.795.38 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 18 59,298.64 50 .00 59,298.64 80402 RESPOND DEVICE LICENSE - FLEET 3 18 52,846.52 50.03 52,846.52 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 36 $6,452 .12 S0 .03 S6,452.12 80495 EXT W ARRANTY, FLEET 3, 2 CAMERA KIT 18 51,445.30 S0.03 51,445.30 $41,008.09 $0 .00 $41,008 .09 Jun 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 $400.00 80.00 $400 .00 Year 2 22179 TASER 71NERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 8 50 .00 50.00 S0 .00 Year 2 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 8 50.00 S0.00 50.00 Year 2 70112 AXON SIGNAL UNIT 18 5882.43 50 .00 $882 .43 Year 2 72034 FLEET S:M INSERTION, VZW 18 S47.45 SO.CO 847 .45 Year 2 72036 FLEET 3 STANDARD 2 CAMERA KIT 18 53,286.55 50 .00 53,286.55 Year 2 72040 FLEET REFRESH, 2 CAMERA KIT 18 58,571.20 SO.CC S8,571.20 Year 2 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 18 $3,795.37 SO.00 S3,795 .37 Year 2 80379 EXT W ARRANTY, AXON SIGNAL UNIT 18 8187 .13 50.00 5187 .13 Year 2 80400 FLEET, VEHICLE LICENSE 18 $3,795.37 S0 .00 S3,795 .37 Year 2 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 18 89,298.66 S0.00 S9,298 .66 Year 2 80402 RESPOND DEVICE LICENSE - FLEET 3 18 $2,846 .52 $0.00 $2,846.52 Year 2 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 36 86,452 .14 50.00 56,452 .14 Year 2 80495 EXT W ARRANTY, FLEET 3, 2 CAMERA KIT 18 81,445.29 50.00 51,445 .29 Total $41,008.11 $0 .00 841,008 .11 Jun 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 8400 .03 50.00 $400.00 Year 3 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 8 50.03 80.00 50.00 Year 3 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 8 50.03 50.00 80.00 1 Year 3 70112 AXON SIGNAL UNIT 18 S882.43 80.00 $882 .43 Year 3 72034 FLEET SIM INSERTION, VZW 18 547 .45 80.00 547 .45 I Year 3 72036 FLEET 3 STANDARD 2 CAMERA KIT 18 $3,286.55 $0.00 53,286 .55 Page 4 Q •378039-44742.514RM Jun 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 72040 FLEET REFRESH, 2 CAMERA KIT 18 58,571.23 50.00 58,571.20 Year 3 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 18 $3,795.37 50.00 53,795.37 1 Year 3 80379 EXT W ARRANTY, AXON SIGNAL UNIT 18 $187.13 50.00 S187 .13 Year 3 Year 3 Year 3 Year 3 Year3 Total 80400 FLEET. VEHICLE LICENSE 80401 FLEET3, ALPR LICENSE, 1 CAMERA 80402 RESPOND DEVICE LICENSE - FLEET 3 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 18 18 18 36 18 53,795. 37 $9,298.66 52,846.52 S6,452.14 51,445.29 $41,008.11 S0.00 50.00 50.00 50.00 $0.00 $0.00 53,795.37 59,298.65 52,846.52 56,452 .14 51,445.29 541,008 .11 Jun 2026 Invoice Plan Item Description Qty Subtotal Tax Total Yea, 4 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES 1 $403.00 50 .00 5400.00 Year 4 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 8 S0.00 50.00 $0.00 Year 4 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 8 50.00 S0.00 $0 .00 Year4 70112 AXON SIGNAL UNIT 18 5882.43 50.00 5882.43 Year4 72034 FLEETSIM INSERTION, VZW 18 547 .45 S0.00 547 .45 vex, n 71ma FLEET 3 STANDARD 2 CAMERA KIT l A Cl ' GA en nn ca OAR £A Year 4 Year 4 Year 4 Year 4 Year 4 Year 4 Year 4 Year 4 Total 72040 FLEET REFRESH, 2 CAMERA KIT 73391 FLEET 3 NEW ;NSTALLATION (PER VEHICLE) 80379 EXT W ARRANTY, AXON SIGNAL UNIT 80400 FLEET, VEHICLE LICENSE 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 80402 RESPOND DEVICE LICENSE - FLEET 3 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 18 18 18 18 18 18 36 18 58,571.20 53.795.37 5187.13 $3,795.37 59,298.66 52,846.52 56,452 .14 51.445.29 $41,008.11 50 .00 50 .00 50.00 $0.00 50.00 50 .00 50.00 50.00 50 .00 56,571.20 53,795.37 $187.13 $3,795.37 I S9,298.66 S2,846.52 56,452.14 S1,445.29 541,008 .11 Jun 2027 Invoice Plan Year 5 Item Description 100159 FLEET 3 - ALPR - API INTEGRATION SERVICES Qty Subtotal 5400.00 Tax 50.00 Total 5403.00 Year5 221/9 IASER / ACARI RIDGE, SIANUUFF (3.5 -DEGREE) NS 8 SU.U0 SUM 50.00 Year 5 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 8 $0 .00 50.00 50.00 ; Year 5 70112 AXON SIGNAL UNIT 18 5882.43 50.00 $882.43 Year 5 72034 FLEET SIM INSERTION, VZW 18 547 .45 50.00 547.45 ; Year 5 72036 FLEET 3 STANDARD 2 CAMERA KIT 18 $3.286.55 50.00 53,286.55 • Year 5 72040 FLEET REFRESH. 2 CAMERA KIT 18 $8,571.21 50.00 58,571.21 1 Year5 Year5 Year 5 Year 5 Year 5 Year 5 Year 5 Total 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 80379 EXT WARRANTY, AXON SIGNAL UNIT 80400 FLEET, VEHICLE LICENSE 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 80402 RESPOND DEVICE LICENSE - FLEET 3 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 18 18 18 18 18 36 18 $3,795 .37 5187.13 53,795 .37 S9,298 .66 52,846 .52 56,452 .14 51,445.29 $41,008.12 50.00 50 .00 50.00 50.00 50.00 50.00 $0.00 53,795.37 5187.13 $3.795.37 59,298.66 $2,846 .52 S6,452.14 S1,445.29 $41,008.12 Page 5 Q-378039-44742.514RM Page 6 Q •378039 .44742 .514RM Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon. com/legal/sales-terms-and-conditions), as well as the attached Statement of W ork (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Custom er Experience Improvement Program Appendix, which includes the sharing of de -identified segments of Agency Content with Axon to develop new products and im prove your product experience (posted at www.axon. comllegal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Custom er Experience Improvement Progra m. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions . By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not li mited to the co mpany, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Page 7 Q-378039-44742.514RM Signature 6(30/2022 Page 8 Date Signed Q •378639 .44742.514RM FLEET STATEMENT OF WORK BETWEEN AXON ENTERPRISE AND AGENCY Introduction This Statement of Work ("SOW') has been m ade and entered into by and betw een Axon Enterprise, inc. ("AXON"), and Tybee Island Police Dept. - GA the (" AGENCY") for the purchase of the Axon Fleet in -car video solution ("FLEET") and its supporting information, services and training. (AXON Technical Project Manager/The AXON installer) Purpose and Intent AGENCY states, and AXON understands and agrees, that Agency's purpose and intent for entering into this SOW is for the AGENCY to obtain fro m AXON deliverables, which used solely in conjunction with AGENCY's existing systems and equipment, which AGENCY specifically agrees to purchase or provide pursuant to the terms of this SOW. This SOW contains the entire agreement between the parties. There are no prom ises, agreem ents, conditions, inducements, warranties or understandings, written or oral, expressed or implied, between the parties, other than as set forth or referenced in the SOW. Acceptance Upon completion of the services outlined in this SOW, AGENCY will be provided a professional services acceptance form ("Acceptance Form") . AGENCY will sign the Acceptance Form acknow ledging that services have been com pleted in substantial confor mance with this SOW and the Agree ment. If AGENCY reasonably believes AXON did not complete the professional services in conformance with this SOW, AGENCY must notify AXON in writing of the specific reasons within seven (7) calendar days from delivery of the Acceptance Form . AXON will remedy the issues to confor m with this SOW and re -present the Acceptance Form for signature. If AXON does not receive the signed Acceptance Form or written notification of the reasons for rejection within 7 calendar days of the delivery of the Acceptance Forrn, AGENCY will be deemed to have accepted the services in accordance to this SOW. Force Majeure 1 Neither party hereto shall be liable for delays or failure to perform with respect to this SOW due to causes beyond the party's reasonable control and not avoidable by diligence. Schedule Change Each party shall notify the other as soon as possible regarding any changes to agreed upon dates and times of Axon Fleet in -car Solution installation -to be performed pursuant of this Statem ent of W ork. Axon Fleet Deliverables Typically, w ithin (30) days of receiving this fully executed SOW, an AXON Technical Project Manager wit deliver to AGENCY's primary point of contact via electronic media, controlled documentation, guides, instructions and videos followed by available dates for the initial project review and customer readiness validation. Unless otherwise agreed upon by AXON, AGENCY may print and reproduce said documents for use by its employees only. Security Clearance and Access Upon AGENCY's request, AXON will provide the AGENCY a list of AXON employees, agents, installers or representatives which require access to the AGENCY's facilities in order to perform Work pursuant of this Statement of Work. AXON will ensure that each employee, agent or representative has been informed or and consented to a criminal background investigation by AGENCY for the purposes of being allowed access to AGENCY's facilities. AGENCY is responsible for providing AXON with all required instructions and documentation accompanying the security background check's require ments. Training AXON will provide training applicable to Axon Evidence, Cradlepoint NetCloud Manager and Axon Fleet application in a train -the -trainer style method unless otherwise agreed upon between the AGENCY and AXON. Local Computer 2 AGNECY is responsible for providing a mobile data computer (MDC) with the sam e software, hardware, and configuration that AGENCY personnel will use with the AXON system being installed. AGENCY is responsible for m aking certain that any and all security settings (port openings, firewall settings, antivirus software, virtual private network, routing, etc. ) are made prior to the installation, configuration and testing of the aforementioned deliverables. Network AGENCY is responsible for making certain that any and all netw ork(s) route traffic to appropriate endpoints and AXON is not liable for network breach, data interception, or toss of data due to misconfigured firewall settings or virus infection, except to the extent that such virus or infection is caused, in whole or in part, by defects in the deliverables. Cradiepoint Router When applicable, AGENCY must provide AXON Installers w ith temporary administrative access to Cradlepoint's NetCloud Manager to the extent necessary to perform Work pursuant of this Statement of Work. Evidence.com AGENCY must provide AXON Installers w ith temporary administrative access to Axon Evidence.com to the extent necessary to perform Work pursuant of thls SOW. Wireless Upload System If purchased by the AGENCY, on such dates and tim es mutually agreed upon by the parties, AXON will install and configure into AGENCY's existing net work a wireless network infrastructure as identified in the AGENCY's binding quote based on conditions of the sale. VEHICLE INSTALLATION Preparedness 3 On such dates and times mutually agreed upon by the parties, the AGENCY will deliver all vehicles to an AXON Installer less weapons and items of evidence. Vehicle(s) w ill be deemed 'out of service' to the extent necessary to perform Work pursuant of this SOW. Existing Mobile Video Camera System Removal On such dates and times m utually agreed upon by the parties, the AGENCY will deliver ail vehicles to an AXON Installer w hich w ill remove from said vehicles all com ponents of the existing m obile video camera system unless otherwise agreed upon by the AGENCY. Major components will be salvaged by the AXON Installer for auction by the AGENCY. Wires and cables are flet considered expendable and will not be salvaged. Salvaged components w ill be placed in a designated area by the AGENCY within close proximity of the vehicle in an accessible work space. Prior to removing the existing mobile video camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle's systems' operation to identify and operate, docum enting any existing component or system failures and in detail, identify which components of the existing mobile video cam era system will be removed by the AXON Installer. In -Car Hardware/Software Delivery and Installation On such dates and times mutually agreed upon by the parties, the AGENCY w ill deliver all vehicles to an AXON Installer, whc will install and configure in each vehicle in accordance with the specifications detailed in the system's installation manual and its relevant addendum(s) . Applicable in -car hardware will be installed and configured as defined and validated by the AGENCY during the pre -deployment discovery process. If a specified vehicle is unavailable on the date and time agreed upon by the parties, AGENCY will provide a similar vehicle for the installation process. Delays due to a vehicle, or substitute vehicle, not being available at agreed upon dates and times may results in additional fees to the AGENCY . If the AXON Installer determ ines that a vehicle is not properly prepared for installation ("Not Fleet Ready°), such as a battery not being properly charged or properly up -fit for in-service, field operations, the issue shall be reported immediately to the AGENCY for resolution and a date and time for the future installation shall be agreed upon by the parties. 4 Upon completion of installation and configuration, AXON w ill systematically test all installed and configured in -car hardw are and softw are to ensure that ALL functions of the hardware and software are fully operational and that any deficiencies are corrected unless otherwise agreed upon by the AGENCY, installation, configuration, test and the correct of any deficiencies will be completed in each vehicle accepted for installation. Prior to installing the Axon Fleet camera systems, it is both the responsibility of the AGENCY and the AXON Installer to test the vehicle's existing syste ms' operation to identify, document any existing component or vehicle systems' failures. Prior to any vehicle up -fitting the AXON Installer will introduce the system's components, basic functions, integrations and systems overview along with reference to AXON approved, AGENCY manuals, guides, portals and videos. It is both the responsibility of the AGENCY and the AXON Installer to agree on placem ent of each components, the antenna(s), integration recording trigger sources and customer preferred power, ground and ignition sources prior to permanent or temporary installation of an Axon Fleet camera solution in each vehicle type. Agreed placement will be documented by the AXON Installer. AXON welcomes up to 5 persons per system operation training session per day, and unless otherwise agreed upon by the AGENCY, the first vehicle wilt be used for an installation training dem onstration. The second vehicle w ill be used for an assisted installation training demonstration. The installation training session is customary to any AXON Fleet installation service regardless of who performs the continued Axon Fleet system installations. 5 The customary training session does not 'certify' a non -AXON Installer, customer -employed Installer or custom er 3rd party Installer, since the AXON Fleet products does not offer an installer certification program. Any work performed by non -AXON Installer, customer -employed Installer or customer 3rd party Installer is not warrantied by AXON, and AXON is not liable for any damage to the vehicle and its existing systems and AXON Fleet hardware. 6