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5696 EXECUTED Body Worn Camera Sys Agr-Axon EnterpriseFinal Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C %!# ! $#!&#$!#!"% &! '! %!# CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AXON ENTERPRISE, INC. (FILE 5696) THIS CONTRACT is made and entered into this date _______________________, by and between AXON ENTERPRISE, INC., a corporation, whose address is 17800 North 85th Street, Scottsdale, Arizona 85255, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D". The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) Negotiated Terms and Conditions (Exhibit “B”); (c) Certificate of Interested Parties Electronic Filing (Exhibit “C”); (d)Supplier’s Proposal (Exhibit "D"); (e) Form CIQ –Conflict of Interest Questionnaire (Exhibit "E"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” INDEMNITY THE SUPPLIER REPRESENTS AND WARRANTS TO THE CITY THAT THE INTELLECTUAL PROPERTY SUPPLIED BY CONTRACTOR IN ACCORDANCE WITH THE SPECIFICATIONS IN THE CONTRACT WILL NOT INFRINGE, DIRECTLY OR CONTRIBUTORILY, ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET, OR ANY OTHER INTELLECTUAL PROPERTY RIGHT OF ANY KIND OF ANY THIRD PARTY, AND THAT NO CLAIMS HAVE BEEN MADE BY ANY PERSON OR ENTITY WITH RESPECT TO THE OWNERSHIP OR OPERATION OF THE INTELLECTUAL PROPERTY. MOREOVER, THE CONTRACTOR DOES NOT KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIMS. THE CONTRACTOR SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD THE CITY HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C +( ) Contract 5696 OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM ANY CLAIM THAT THE CITY'S EXERCISE OF ITS LICENSE RIGHTS, AND ITS USE OF THE INTELLECTUAL PROPERTY, THE SUBJECT OF THIS CONTRACT, INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, OR THE BREACH OF ANY OF REPRESENTATIONS OR WARRANTIES STATED IN THE CONTRACT DOCUMENTS. IN THE EVENT OF ANY SUCH CLAIM, THE CITY SHALL HAVE THE RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION ENGAGE ITS OWN SEPARATE COUNSEL TO ACT AS CO-COUNSEL ON THE CITY'S BEHALF. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name:______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _____________________________ TODD HILEMAN CITY MANAGER BY: __________________________________ Date:________________________ DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C % * $(*",('(& (*"*' )%(%% * Contract 5696 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Contract 5696 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit D are representative of the quantity City intends to purchase. For avoidance of doubt, Axon will provide and the City will purchase the products and services in accordance with Exhibit D. 2. Product Changes During Contract Term The supplier shall not change the products to a lower quality than the products specified in Exhibit D – Supplier Proposal during the contract term without prior approval. Products found to have changed specifications to a lower quality without notification, and acceptance, will be remedied through the supplier’s standard warranty. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 5. Total Contract Amount The contract total shall not exceed $1,176,243.66. Pricing shall be per Exhibit D attached. 6. Termination without Cause The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Contract 5696 Exhibit B Axon Master Services and Purchasing Agreement and Axon Unlimited Cartridge Plan 2017 Terms and Conditions DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 1 of 17 Master Services and Purchasing Agreement This Master Services and Purchasing Agreement (the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and the Agency listed on the Quote , (Agency, Party or collectively Parties), is entered into the later of (a) the last signature date on this Agreement, or (b) the signature date on the quote (the Effective Date). This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon products and services as detailed in the Quote Appendix (the Quote), which is hereby incorporated by reference. It is the intent of the Parties that this Agreement shall act as a master agreement governing all subsequent purchases by Agency of Axon Products and all subsequent quotes for the same Products or Services accepted by Agency shall be also incorporated by reference as a Quote. In consideration of this Agreement, the Parties agree as follows: 1 Term. This Agreement will commence on the Effective Date and will remain in full force and effect until terminated by either Party. Axon services will not be authorized until a signed Quote or Purchase Order is accepted by Axon, whichever is first. 2 Definitions. “Confidential Information” means all nonpublic information disclosed by Axon, Axon affiliates, business partners of Axon or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. “Documentation” means the (i) specifications, explanatory or informational materials, whether in paper or electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical manuals, training manuals, warnings, specification or other explanatory or informational materials, whether in paper or electronic form, that relate to the Products provided under this Agreement. “Evidence.com Service” means Axon web services for Evidence.com, the Evidence.com site, Evidence Sync software, Axon Capture App, Axon View App, other software, maintenance, storage, and any product or service provided by Axon under this Agreement for use with Evidence.com. This does not include any third party applications, hardware warranties, or the my.evidence.com services. “Policies” means the Trademark Use Guidelines, all restrictions described on the Axon website, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials. “Products” means all Axon hardware, software, cloud based services, Documentation and software maintenance releases and updates provided by Axon under this Agreement. “Quote” is an offer to sell, and is valid only for products and services listed on the quote at prices on the quote. Any terms and conditions contained within the Agency’s purchase order in response to the Quote will be null and void and shall have no force or effect. Axon is not responsible for pricing, DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 2 of 17 typographical, or other errors in any offer by Axon and Axon reserves the right to cancel any orders resulting from such errors. Axon reserves the right to adjust prices or Products unless otherwise specified in the Quote. “Services” means all services provided by Axon pursuant to this Agreement. 3 Payment Terms. Invoices are due to be paid within 30 days of the date of invoice, unless otherwise specified by Axon. All orders are subject to prior credit approval. Payment obligations are non- cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding. If a delinquent account is sent to collections, the Agency is responsible for all collection and attorneys’ fees to the extent allowed by law. In the event the Agency chooses a phased deployment for the Products in the Quote, the Quote pricing is subject to change if the phased deployment changes. 4 Taxes. Unless Axon is provided with a valid and correct tax exemption certificate applicable to the purchase and ship-to location, the Agency is responsible for sales and other taxes associated with the order unless otherwise provided by law. 5 Shipping; Title; Risk of Loss; Rejection. Axon reserves the right to make partial shipments and Products may ship from multiple locations. All shipments are FOB Destination via common carrier and title and risk of loss pass to the Agency upon delivery to the Agency’s destination. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency’s responsibility. Shipping dates are estimates only. The Agency may reject Products that do not match the Products listed in the Quote or are damaged or non-functional upon receipt (Nonconforming Product) by providing Axon written notice of rejection within 30 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 10-day rejection period will be deemed as acceptance of Product. 6 Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7 Warranties. 7.1 Hardware Limited Warranty. Axon warrants that its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axon- Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non-Axon manufactured accessories are covered under the manufacturer’s warranty. If Axon determines that a valid warranty claim is received within the warranty period, as further described in the Warranty Limitations section, Axon agrees to repair or replace the Product. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. 7.2 Warranty Limitations. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 3 of 17 7.2.1 The warranties do not apply and Axon will not be responsible for any loss, data loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product’s use; (b) damage caused by use with non-Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) if any Axon serial number has been removed or defaced. 7.2.2 To the extent permitted by law, the warranties and the remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.2.3 Axon’s cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon product will not exceed One Million Dollars ($1,000,000), except with regard to product liability claims wherein such limitation shall not apply. In no event will either Party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 7.3 Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product that Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. 7.3.1 For warranty return and repair procedures, including troubleshooting guides, please go to Axon’s websites www.axon.com/support or www.evidence.com, as indicated in the appropriate product user manual or quick start guide. 7.3.2 Before delivering product for warranty service, it is the Agency’s responsibility to upload the data contained in the product to the Evidence.com services or download the product data and keep a separate backup copy of the contents. Axon is not responsible for any loss of software programs, data, or other information contained on the storage media or any other part of the product services. 7.3.3 A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair, whichever period is longer. When a product or part is exchanged, any replacement item becomes Purchaser’s property and the replaced item becomes Axon’s property. 8 Product Warnings. See Axon’s website at www.axon.com/legal for the most current product warnings. 9 Design Changes. Axon reserves the right to make changes in the design of any of Axon’s products and services without incurring any obligation to notify the Agency or to make the same change to DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 4 of 17 products and services previously purchased. 10 Insurance. Axon will maintain, at Axon’s own expense and in effect during the Term, Commercial General Liability Insurance, and Workers ’ Compensation Insurance and Commercial Automobile Insurance, and will furnish certificates of insurance or self-insurance upon request. 11 Indemnification. Axon will indemnify and defend the Agency Indemnitees (the Agency’s officers, directors, and employees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct of Axon under or related to this Agreement, except in the case of negligent acts, omissions or willful misconduct of the Agency or claims that fall under Workers Compensation coverage. 12 IP Rights. Axon owns and reserves all right, title, and interest in the Axon Products and Services, and related software, as well as any suggestions made to Axon. 13 IP Indemnification. Axon will defend, indemnify, and hold the Agency Indemnitees harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim alleging that use of Axon Products or Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. The Agency must provide Axon with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon’s expense, and cooperate fully with Axon in the defense or settlement of such a claim. Axon has no liability to the Agency or any third party if any alleged infringement or claim of infringement is to any extent based upon: (a) any modification of the Evidence.com Services by the Agency or any third party not approved by Axon; (b) use of the Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Services other than as permitted under this Agreement or in a manner for which it was not intended; or (d) the use of other than the most current release or version of any software provided by Axon as part of or in connection with the Evidence.com Services. Nothing in this Section will affect any warranties in favor of the Agency that are otherwise provided in or arise out of this Agreement. 14 Agency Responsibilities. The Agency is responsible for (i) use of Axon Products (including any activities under the Agency Evidence.com account and use by Agency employees and agents), (ii) breach of this Agreement or violation of applicable law by the Agency or any of the Agency’s end users, (iii) Agency Content or the combination of Agency Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of Axon products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services. 15 Termination. 15.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other Party, DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 5 of 17 unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the event that the Agency terminates this Agreement due to Axon’s failure to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis from the date of notice of termination. 15.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency’s then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the Agency’s then current fiscal year, or as soon as reasonably practicable under the circumstances. 15.3 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings, Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. If the Agency purchases Products for a value less than MSRP and this Agreement is terminated before the end of the term then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid for; or (b) only in the case of termination for non-appropriations, return the Products to Axon within 30 days of the date of termination. 16 General. 16.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party’s Confidential Information. Except as required by applicable law, neither Party will disclose either Party’s Confidential Information during the Term or at any time during the 5-year period following the end of the Term. Unless the Agency is legally required to disclose Axon’s pricing, all Axon pricing is considered confidential and competition sensitive. To the extent allowable by law, Agency will provide notice to Axon prior to any such disclosure. This Agreement will be subject to the Public Information Act. 16.2 Excusable delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon’s reasonable control, Axon has the right to delay or terminate the delivery with reasonable notice. 16.3 Force Majeure. Neither Party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Parties’ reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 6 of 17 16.4 Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 16.5 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 16.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. 16.7 Non-discrimination and Equal Opportunity. During the performance of this Agreement, neither the Parties nor the Party’s employees will discriminate against any person, whether employed by a Party or otherwise, on the basis of basis of race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. In all solicitations or advertisements for employees, agents, subcontractors or others to be engaged by a Party or placed by or on behalf of a Party, the solicitation or advertisement shall state all qualified applicants shall receive consideration for employment without regard to race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. 16.8 U.S. Government Rights. Any Evidence.com Services provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” will have the same rights and restrictions generally applicable to the Evidence.com Services. If the Agency is using the Evidence.com Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, the Agency will immediately discontinue use of the Evidence.com Services. The terms “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 16.9 Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re- import, export, and re-export control laws and regulations. 16.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Axon may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 16.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party’s right to enforce the DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 7 of 17 provision at a later time. 16.12 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 16.13 Governing Law; Venue. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Venue shall lie in Denton County, Texas. 16.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on the Agency’s Evidence.com site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. AGENCY: ATTN: Contracts 17800 N. 85th Street Scottsdale, Arizona 85255 contracts@axon.com 16.15 Entire Agreement. This Agreement, including the APPENDICES attached hereto, and the Policies and the quote provided by Axon, represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If Axon provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 16.16 Counterparts. If this Agreement form requires the signatures of the Parties, then this Agreement may be executed by electronic signature in multiple counterparts, each of which is considered an original. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories, whose signatures appear below, have been and are, on the date of signature, duly authorized to execute this Agreement. Axon Enterprise, Inc. Signature: Name: Title: Date: Agency Signature: Name: Title: Date: DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C (*"*' )%(%% * % * #+-'! ) (#% &' Page 8 of 17 DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 9 of 17 Evidence.com Terms of Use Appendix 1 Evidence.com Subscription Term. The Evidence.com Subscription will begin after shipment of the Axon body worn cameras. If shipped in 1st half of the month, the start date is on the 1st of the following month. If shipped in the last half of the month, the start date is on the 15th of the following month. For phased deployments, the Evidence.com Subscription begins upon the shipment of the first phase. For purchases that consist solely of Evidence.com licenses, the Subscription will begin upon the Effective Date. 2 Access Rights. “Agency Content” means software, data, text, audio, video, images or other Agency content or any of the Agency’s end users (a) run on the Evidence.com Services, (b) cause to interface with the Evidence.com Services, or (c) upload to the Evidence.com Services under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. Upon the purchase or granting of a subscription from Axon and the opening of an Evidence.com account, the Agency will have access and use of the Evidence.com Services for the storage and management of Agency Content during the subscription term (Term). The Evidence.com Service and data storage are subject to usage limits. The Evidence.com Service may not be accessed by more than the number of end users specified in the Quote. If Agency becomes aware of any violation of this Agreement by an end user, the Agency will immediately terminate that end user’s access to Agency Content and the Evidence.com Services. For Evidence.com Lite licenses, the Agency will have access and use of Evidence.com Lite for only the storage and management of data from TASER CEWs and the TASER CAM during the subscription Term. The Evidence.com Lite Service may not be accessed to upload any non-TASER CAM video or any other files. 3 Agency Owns Agency Content. The Agency controls and owns all right, title, and interest in and to Agency Content and except as otherwise outlined herein, Axon obtains no interest in the Agency Content, and the Agency Content are not business records of Axon. The Agency is solely responsible for the uploading, sharing, withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for providing and supporting the Evidence.com Services to the Agency and Agency end users. The Agency represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users’ use of Agency Content or the Evidence.com Services will violate this Agreement or applicable laws. 4 Evidence.com Data Security. 4.1. Generally. Axon will implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive Information Security Program (ISP) that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. The Agency is responsible for maintaining the security of end user names and passwords and taking steps to maintain appropriate security and access by end users to Agency DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 10 of 17 Content. Login credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. The Agency agrees to be responsible for all activities undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end users that result in unauthorized access to the Agency account or Agency Content. Audit log tracking for the video data is an automatic feature of the Services that provides details as to who accesses the video data and may be downloaded by the Agency at any time. The Agency shall contact Axon immediately if an unauthorized third party may be using the Agency account or Agency Content or if account information is lost or stolen. 4.2. FBI CJIS Security Addendum. Axon agrees to the terms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Addendum for the Term of this Agreement. 5 Axon’s Support. Axon will make available updates as released by Axon to the Evidence.com Services. Updates may be provided electronically via the Internet. Axon will use reasonable efforts to continue supporting the previous version of any software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. 6 Data Privacy. Axon will not disclose Agency Content or any information about the Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content so the Agency may file an objection with the court or administrative body. The Agency agrees to allow Axon access to certain information from the Agency in order to: (a) perform troubleshooting services upon request or as part of Axon’s regular diagnostic screenings; (b) enforce this agreement or policies governing use of Evidence.com Services; or (c) perform analytic and diagnostic evaluations of the systems. 7 Data Storage. Axon will determine the locations of the data centers in which Agency Content will be stored and accessible by Agency end users. For United States customers, Axon will ensure that all Agency Content stored in the Evidence.com Services remains within the United States, including any backup data, replication sites, and disaster recovery sites. Axon may transfer Agency Content to third parties for the purpose of storage of Agency Content. Third party subcontractors responsible for storage of Agency Content are contracted by Axon for data storage services. Ownership of Agency Content remains with the Agency. For use of an Unlimited Evidence.com License, unlimited data may be stored in the Agency's Evidence.com account only if the data originates from an Axon Body Worn Camera or Axon Capture device. Axon reserves the right to charge additional fees for exceeding purchased storage amounts or for Axon’s assistance in the downloading or exporting of Agency Content. Axon may place into archival storage any data stored in the Agency’s Evidence.com accounts that has not been viewed or accessed for 6 months. Data stored in archival storage will not have immediate availability, and may take up to 24 hours to access. 8 Suspension of Evidence.com Services. Axon may suspend Agency access or any end user’s DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 11 of 17 right to access or use any portion or all of the Evidence.com Services immediately upon notice, in accordance with the following: 8.1. The Termination provisions of the Master Service Agreement apply; 8.2. The Agency or an end user’s use of or registration for the Evidence.com Services (i) poses a security risk to the Evidence.com Services or any third party, (ii) may adversely impact the Evidence.com Services or the systems or content of any other customer, (iii) may subject Axon, Axon’s affiliates, or any third party to liability, or (iv) may be fraudulent; 8.3. If Axon suspends the right to access or use any portion or all of the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Evidence.com as a result of a suspension, except as specified elsewhere in this Agreement. 9 Software Services Warranty. Axon warrants that the Evidence.com Services will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to the Evidence.com Services. 10 License Restrictions. Neither the Agency nor any Agency end users (including, without limitation, employees, contractors, agents, officers, volunteers, and directors), may, or may attempt to: (a) permit any third party to access the Evidence.com Services, except as permitted in this Agreement; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) access or use the Evidence.com Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted in this Agreement; (f) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services; (i) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third party privacy rights, or to store or transmit malicious code. All licenses granted in this Agreement are conditional on continued compliance this Agreement, and will immediately and automatically terminate if the Agency does not comply with any term or condition of this Agreement. The Agency may only use Axon’s trademarks in accordance with the Axon Trademark Use Guidelines (located at www.axon.com). 11 After Termination. Axon will not delete any Agency Content as a result of a termination during a period of 90 days following termination. During this 90-day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Evidence.com Services during this 90-day period other than the ability to DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 12 of 17 retrieve Agency Content). The Agency will not incur any additional fees if Agency Content is downloaded from Evidence.com during this 90-day period. Axon has no obligation to maintain or provide any Agency Content after this 90-day period and will thereafter, unless legally prohibited delete all of Agency Content stored in the Evidence.com Services. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from the Evidence.com Services. 12 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 13 of 17 TASER Assurance Plan Appendix The TASER Assurance Plan (“TAP”) is an optional plan the Agency may purchase. If TAP is included on the Quote, this TAP Appendix applies. TAP may be purchased as a standalone plan. TAP for Axon body worn cameras is also included as part of Ultimate and Unlimited Licenses, as well as under the Officer Safety Plan. TAP provides hardware extended warranty coverage, Spare Products, and Upgrade Models at the end of the TAP Term. TAP only applies to the Axon Product listed in the Quote with the exception of any initial hardware or any software services offered for, by, or through the Evidence.com website. The Agency may not buy more than one TAP for any one covered Product. 1 TAP Warranty Coverage. TAP includes the extended warranty coverage described in the current hardware warranty. TAP warranty coverage starts at the end of the Hardware Limited Warranty term and continues as long as the Agency continues to pay the required annual fees for TAP. The Agency may not have both an optional extended warranty and TAP on the Axon camera/Dock product. TAP for the Axon camera products also includes free replacement of the Axon flex controller battery and Axon body battery during the TAP Term for any failure that is not specifically excluded from the Hardware Warranty. 2 TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. 3 SPARE Product. Axon will provide a predetermined number of spare Products for those hardware items and accessories listed in the Quote (collectively the “Spare Products”) to keep at the Agency location to replace broken or non-functioning units in order to improve the availability of the units to officers in the field. The Agency must return to Axon, through Axon’s Return Merchandise Authorization (RMA) process, any broken or non-functioning units for which a Spare Product is utilized, and Axon will repair the non-functioning unit or replace with a replacement product. Axon warrants it will repair or replace the unit that fails to function for any reason not excluded by the TAP warranty coverage, during the TAP Term with the same product or a like product, at Axon’s sole option. The Agency may not buy a new TAP for the replacement product or the Spare Product. 3.1. Within 30 days of the end of the TAP Term, the Agency must return to Axon all Spare Products. The Agency will be invoiced for and is obligated to pay to Axon the MSRP then in effect for all Spare Products not returned to Axon. If all the Spare Products are returned to Axon, then Axon will refresh the allotted number of Spare Products with Upgrade Models if the Agency purchases a new TAP for the Upgrade Models. 4 TAP Officer Safety Plan (OSP). The Officer Safety Plan includes the benefits of the Evidence.com Unlimited License (which includes unlimited data storage for Axon camera and Axon Capture generated data in the Evidence.com Services and TAP for the Axon Camera), TAP for Evidence.com Dock, one Axon brand CEW with a 4-year Warranty, one CEW battery, DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 14 of 17 and one CEW holster. At any time during the OSP term, the Agency may choose to receive the CEW, battery and holster by providing a $0 purchase order. At the time elected to receive the CEW, the Agency may choose from any current CEW model offered. The OSP plan must be purchased for a period of 5 years. If the OSP is terminated before the end of the term and the Agency did not receive a CEW, battery or holster, then we will have no obligation to reimburse for those items not received. If OSP is terminated before the end of the term and the Agency received a CEW, battery and/or holster then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid as part of the OSP before the termination date; or (b) only in the case of termination for non-appropriations, return the CEW, battery and holster to Axon within 30 days of the date of termination. 5 TAP Upgrade Models. Any products replaced within the 6 months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to Axon or Axon will deactivate the serial numbers for the products received by the Agency. In the case of Axon cameras, the Agency may keep the original products only if the Agency purchases additional Evidence.com licenses for the Axon camera products the Agency is keeping. The Agency may buy a new TAP for any Upgraded Model. Upgrade Models are to be provided as follows during and/or after the TAP Term: (i) an upgrade will provided in year 3 if the Agency purchased 3 years of Evidence.com services with Ultimate Licenses or Unlimited Licenses, or TAP as a stand-alone service, and all payments are made; or (ii) 2.5 years after the TAP Term begins and once again 5 years after the TAP Term begins if the Agency purchased 5 years of Evidence.com services with an Ultimate License or Unlimited Licenses, OSP, or TAP as a stand-alone service, and made all TAP payments. TAP for CEWs is a 5 year term. Upgrade Models will be provided 5 years after the start of the TAP Term if the Agency made all TAP payments. For CEW Upgrade Models, Axon will upgrade Products, free of charge, with a new unit that is the same product or a like product, in the same weapon class (Upgrade Model). For example: (a) if the Product is a single bay CEW, then Agency may choose any single bay CEW model as the Agency’s Upgrade Model; (b) if the Product is a multibay CEW, then Agency may choose any multi-bay CEW model as the Upgrade Model; and (c) if the Covered Product is a TASER CAM recorder, then the Agency may choose any TASER CAM model as an Upgrade Model. To continue TAP coverage for the Upgrade Model, the Agency must elect TAP and will be invoiced for the first year payment at the time the upgrade is processed. The TAP payment amount will be the rate then in effect for TAP. Agency may elect to receive the Upgrade Model anytime in the 5th year of the TAP term as long as the final payment has been made. 5.1. TAP Axon Camera Upgrade Models. 5.1.1. If the Agency purchased TAP for Axon cameras as a stand-alone service, then Axon will upgrade the Axon camera (and controller if applicable), free of charge, with a new on-officer video camera that is the same product or a like product, at Axon’s sole option. Axon makes no guarantee that the Upgrade Model will utilize the same accessories or Dock. If the Agency would like to change product models for the Upgrade Model, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 15 of 17 offered Upgrade Model and the MSRP for the model that will be acquired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 5.1.2. If the Agency purchased an Unlimited or Ultimate License or OSP, then Axon will upgrade the Axon camera (and controller if applicable), free of charge, with a new on-officer video camera of the Agency’s choice. 5.2. TAP Dock Upgrade Models. If the Agency purchased TAP for the Axon Docks, or if the Agency purchased OSP, Axon will upgrade the Dock free of charge, with a new Dock with the same number of bays that is the same product or a like product, at Axon’s sole option. If the Agency would like to change product models for the Upgrade Model or add additional bays, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Upgrade Model and the MSRP for the model desired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Upgrade Model. 6 TAP Termination. If an invoice for TAP is more than 30 days past due or the Agency defaults on its payments for the Evidence.com services then Axon may terminate TAP and all outstanding Product related TAPs. Axon will provide notification that TAP coverage is terminated. Once TAP coverage is terminated for any reason, then: 6.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 6.2. Axon will not and has no obligation to provide the free Upgrade Models. 6.3. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products provided under TAP. If the Spare Products are returned within 30 days of the Spare Product invoice date, credit will be issued and applied against the Spare Product invoice. 6.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. 6.5. Termination of TAP for CEWs 6.5.1. If the Agency made two or more annual TAP payments, then the Agency will: retain the extended warranty coverage; receive a 50% credit for the difference between TAP payments paid prior to termination and the extended warranty price then in effect for each CEW covered under TAP; and have until the date listed on the termination notification to apply that credit toward the purchase of any Axon products. The credit amount available and expiration date of the credit will be provided as part of the termination notification. 6.5.2. If the Agency made only one annual TAP payment, then the Agency may elect to pay the difference between the price for the extended warranty then in effect and the payments made under TAP to continue extended warranty coverage. This election must be made when written notice of cancellation is submitted by the Agency. If the Agency does not elect to continue with an extended warranty, then warranty coverage will terminate as of the date of cancellation/termination. 6.5.3. If the Agency received a credit towards the first TAP payment as part of a trade- in promotion, then upon cancellation/termination the Agency will be assessed a $100 cancellation fee for each Covered Product. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 16 of 17 Axon Integration Services Appendix 1 Term. The term of this Appendix commences on the Effective Date. The actual work to be performed by Axon is not authorized to begin until Axon receives the signed Quote or a purchase order for the services described in this Appendix (Integration Services), whichever is first. 2 Scope of Integration Services. The project scope will consist of the development of an integration module that allows the Evidence.com Service to interact with the Agency’s Computer-Aided Dispatch (CAD) or Records Management Systems (RMS), so that Agency’s licensees may use the integration module to automatically tag the Axon recorded videos with a case ID, category, and location. The integration module will allow the Integration Module License holders to auto populate the Axon video meta-data saved to the Evidence.com Service based on data already maintained in the Agency’s CAD or RMS. Axon is responsible to perform only the Integration Services described in this Appendix and any additional services discussed or implied that are not defined explicitly by this Appendix will be considered outside the scope of this Agreement and may result in additional fees. 3 Pricing. All Integration Services performed by Axon will be rendered in accordance with the fees and payment terms set forth in the Quote. The Agency must purchase Axon Integration licenses for every Evidence.com user in the Agency, even if the user does not have an Axon body camera. 4 Delivery of Integration Services. 4.1. Support After Completion of the Integration Services. After completion of the Integration Services and acceptance by the Agency, Axon will provide up to 5 hours of remote (phone or Web-based) support services at no additional charge to the Agency. Axon will also provide support services that result because of a change or modification in the Evidence.com Service at no additional charge as long as the Agency maintains Evidence.com subscription licenses and Integration Module Licenses, and as long as the change is not required because the Agency changes its CAD or RMS. Thereafter, any additional support services provided to the Agency will be charged at Axon’s then current standard professional services rate. 4.2. Changes to Services. Changes to the scope of the Integration Services must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order, signed by both Parties. 4.3. Warranty. Axon warrants that it will perform the Integration Services in a good and workmanlike manner. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Page 17 of 17 5 Agency’s Responsibilities. Axon’s successful performance of the Integration Services depends upon the Agency’s: 5.1. Making available its relevant systems, including its current CAD or RMS, for assessment by Axon (including making these systems available to Axon via remote access if possible); 5.2. Making any required modifications, upgrades or alterations to Agency’s hardware, facilities, systems and networks related to Axon’s performance of the Integration Services; 5.3. Providing access to the building facilities and where Axon is to perform the Integration Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Integration Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Integration Services); 5.4. Providing all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) necessary for Axon to provide the Integration Services; 5.5. Promptly installing and implementing any and all software updates provided by Axon; 5.6. Ensuring that all appropriate data backups are performed; 5.7. Providing to Axon the assistance, participation, review and approvals and participating in testing of the Integration Services as requested by Axon; 5.8. Providing Axon with remote access to the Agency’s Evidence.com account when required for Axon to perform the Integration Services; 5.9. Notifying Axon of any network or machine maintenance that may impact the performance of the integration module at the Agency; and 5.10. Ensuring the reasonable availability by phone or email of knowledgeable staff and personnel, system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Integration Services). 6 Authorization to Access Computer Systems to Perform Services. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RMS solely for performing the Integration Services. Axon will work diligently to identify as soon as reasonably practicable the resources and information Axon expects to use, and will provide an initial itemized list to Agency. Agency is responsible for, and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. , AXON, Axon, Axon Commander, Axon Convert, Axon Detect, Axon Dock, Axon Five, Axon Forensic Suite, Axon Interview, Axon Mobile, Evidence.com, Evidence Sync, TASER, and TASER CAM are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information visit www.axon.com/legal. All rights reserved. © 2017 Axon Enterprise, Inc. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Axon Enterprise, Inc.’s Unlimited Cartridge Plan Terms and Conditions Title: Axon Enterprise, Inc.’s Unlimited Plan Terms and Conditions (Signature) Page 1 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 These Axon Enterprise, Inc. (Axon) Unlimited Cartridge Plan Terms and Conditions (Agreement) apply to your (Agency) purchase under the Axon Unlimited Cartridge Plan (UCP). In the initial delivery, and each year thereafter, the Agency will receive 3 training cartridges. For the initial delivery of duty cartridges, X26 users will receive 2 duty cartridges, while X2 users will receive 3 duty cartridges. One PPM battery per user will be delivered to the Agency in Year 3 of this Agreement, unless otherwise requested. In the event the Agency is purchasing UCP for use with TASER CAM, the Agency will not receive the PPM or a substitute. 1. UCP Term. The UCP Term start date is based upon the ship date of the initial delivery (Start Date) The UCP Term will end 5 years after the Start Date (Term). 2. UCP Requirements. In order to make a purchase under the UCP, the Agency must purchase the UCP for each TASER Conducted Electrical Weapon (CEW) user. A CEW user includes an officer that uses a CEW in the line of duty, as well as officers that only use a CEW for training purposes. The Agency may not resell cartridges or batteries received under the UCP. The Agency may only request additional PPMs and duty cartridges as PPMs and duty cartridges are consumed in the line of duty. Upon reasonable notice, Axon reserves the right to audit the Agency’s use of force records if the Agency is ordering more cartridges or batteries than is customary compared to an Agency of similar size. In the event the audit determines the Agency’s use of force records do not support the Agency’s reported cartridge and battery use, the Agency will pay the MSRP of each cartridge and battery delivered to the Agency beyond what was supported by the Agency’s use of force records. 3. Payment Terms. Axon invoices for the UCP on an annual basis. Agency will be invoiced upon the Start Date and then upon the anniversary of the Start Date for the remainder of the Term. Invoices are due to be paid within 30 days of the date of invoice. Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding. Additional users may be added during the term. For users added in the middle of any annual cycle, the Agency will pay a true-up fee for those additional users. These additional licenses will be co-termed with the Agency’s existing licenses. Additional users that are added before the third year payment will receive a PPM, while additional users that are added after the third year payment will not receive a PPM. 4. Taxes. Unless the Agency provides a valid and correct tax exemption certificate applicable to the purchase and ship-to location, the Agency is responsible for sales and other taxes associated with the order if allowed by law. 5. Shipping; Title; Risk of Loss; Rejection. Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are FOB Destination via common carrier and title and risk of loss pass to the Agency upon delivery to the Agency’s destination. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency’s responsibility. Shipping dates are estimates only. 6. Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7. Hardware Limited Warranty. Axon warrants its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from date of receipt. Extended warranties run DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Axon Enterprise, Inc.’s Unlimited Cartridge Plan Terms and Conditions Title: Axon Enterprise, Inc.’s Unlimited Plan Terms and Conditions (Signature) Page 2 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axon- Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non-Axon manufactured accessories are covered under the manufacturer’s warranty. If Axon determines that a valid warranty claim is received within the warranty period, Axon agrees to repair or replace the Product. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. 8. Warranty Limitations. The warranties do not apply and Axon will not be responsible for any loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product’s use; (b) damage caused by use with non-Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) if any Axon serial number has been removed or defaced. To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. Axon’s cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon product will not exceed One Million Dollars ($1,000,000), except with regard to product liability claims wherein such limitation shall not apply. In no event will either Party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 9. Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product which Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon’s sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon’s option. For warranty return and repair procedures, including troubleshooting guides, please go to Axon’s website www.axon.com/support . A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date of replacement or repair, whichever period is longer. Any replacement item becomes Purchaser’s property and the replaced item becomes Axon’s property. 10. Product Warnings. See our website at www.axon.com for the most current product warnings. 11. Design Changes. Axon reserves the right to make changes in the design of any of Axon’s products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. TASER may replace end of life products with the next generation of that product without notifying the Agency DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Axon Enterprise, Inc.’s Unlimited Cartridge Plan Terms and Conditions Title: Axon Enterprise, Inc.’s Unlimited Plan Terms and Conditions (Signature) Page 3 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 12. UCP Termination. a. By Either Party. Either Party may terminate for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the event that the Agency terminates this Agreement under this Section and Axon fails to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis. b. By the Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the then current fiscal year. In the event the Agency terminates this Agreement after the Agency receives the PPM, the Agency will be invoiced and obligated to pay for the remainder of the MSRP for the PPM received before the termination date. In the case of termination for non-appropriations, Axon will not invoice the Agency if the Agency returns the PPM to Axon within 30 days of the date of termination. c. Effect of Termination. Upon termination for any reason, Axon will discontinue shipments to the Agency on the effective date of termination. 13. Excusable Delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon’s reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 14. Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 15. Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re-import, export, and re-export control laws and regulations. 16. Assignment. The Agency may not may assign or otherwise transfer this Agreement without the prior written approval of Axon. 17. Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 18. Governing Law; Venue. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. Venue shall lie in Denton County, Texas. 19. Entire Agreement. This Agreement and the quote provided by Axon, represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Axon Enterprise, Inc.’s Unlimited Cartridge Plan Terms and Conditions Title: Axon Enterprise, Inc.’s Unlimited Plan Terms and Conditions (Signature) Page 4 of 4 Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 be effective unless in writing and signed by the Parties to this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. Axon Enterprise, Inc. Agency Signature: Signature: ___ Name: _________ Name: ____________ Title: _________ Title: ____________ Date: _________ Date: ____________ DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C % * (*"*' )%(%% * (#% &' #+-'! ) Contract 5696 Exhibit C Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Contract 5696 Exhibit D Axon Hardware and Evidence.com Software 5-Year Quotation and UCP Smart Hardware 5-Year Quotation DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Fax: Chris Summitt 1-940-349-7944 chris.summitt@cityofdenton.com Quotation Quote: Q-93604-13 Date: 10/11/2017 3:08 PM Quote Expiration: 10/18/2017 Contract Start Date*: 10/18/2017 Contract Term: 5 years AX Account Number: 129364 Bill To: Denton Police Dept. - TX 601 E HICKORY ST DENTON, TX 76205 US Ship To: Chris Summitt Denton Police Dept. - TX 601 E HICKORY ST DENTON, TX 76205 US SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Paul Strozier pstrozier@axon.com Fedex - Ground Net 30 *Note this will vary based on the shipment date of the product. Year 1 - Hardware and Evidence.com - Due Net 30 QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 10 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 399.00 USD 3,990.00 USD 3,990.00 USD 0.00 10 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 10 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 10 11553 SYNC CABLE, USB A TO 2.5MM USD 0.00 USD 0.00 USD 0.00 USD 0.00 2 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK USD 35.00 USD 70.00 USD 70.00 USD 0.00 2 74008 AXON DOCK, 6 BAY + CORE, AXON BODY 2 USD 1,495.00 USD 2,990.00 USD 2,990.00 USD 0.00 180 80075 OSP BWC & CEW BUNDLE: YEAR 1 PAYMENT USD 1,188.00 USD 213,840.00 USD 15,984.00 USD 197,856.00 7,200 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT USD 468.00 USD 1,404.00 USD 0.00 USD 1,404.00 90 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 Page 1 of 4 DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 183 80052 CAD/RMS SERVICE ADD-ON: YEAR 1 PAYMENT USD 180.00 USD 32,940.00 USD 21,921.57 USD 11,018.43 180 22002 HANDLE, BLACK, CLASS III, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 180 22014 WARRANTY, 4 YEAR, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 180 70116 PPM, SIGNAL USD 0.00 USD 0.00 USD 0.00 USD 0.00 180 22501 HOLSTER, BLACKHAWK, RIGHT, X2, 44HT01BK-R-B USD 0.00 USD 0.00 USD 0.00 USD 0.00 180 22151 CARTRIDGE, PERFORMANCE, SMART, 25' USD 33.74 USD 6,073.20 USD 6,073.20 USD 0.00 15 22504 HOLSTER, BLACKHAWK, LEFT, X2, 44HT01BK-L-B USD 0.00 USD 0.00 USD 0.00 USD 0.00 Year 1 - Hardware and Evidence.com - Due Net 30 Total Before Discounts:USD 261,307.20 Year 1 - Hardware and Evidence.com - Due Net 30 Discount:USD 51,028.77 Year 1 - Hardware and Evidence.com - Due Net 30 Net Amount Due:USD 210,278.43 Spares QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 6 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 0.00 USD 0.00 USD 0.00 USD 0.00 6 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 6 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 6 11553 SYNC CABLE, USB A TO 2.5MM USD 0.00 USD 0.00 USD 0.00 USD 0.00 Spares Total Before Discounts:USD 0.00 Spares Net Amount Due:USD 0.00 Year 2 - Evidence.com QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 180 80076 OSP BWC & CEW BUNDLE: YEAR 2 PAYMENT USD 1,188.00 USD 213,840.00 USD 15,984.00 USD 197,856.00 7,200 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT USD 468.00 USD 1,404.00 USD 0.00 USD 1,404.00 90 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 183 80053 CAD/RMS SERVICE ADD-ON: YEAR 2 PAYMENT USD 180.00 USD 32,940.00 USD 21,921.57 USD 11,018.43 Year 2 - Evidence.com Total Before Discounts:USD 248,184.00 Year 2 - Evidence.com Discount:USD 37,905.57 Year 2 - Evidence.com Net Amount Due:USD 210,278.43 Year 3 - Evidence.com QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 180 80077 OSP BWC & CEW BUNDLE: YEAR 3 PAYMENT USD 1,188.00 USD 213,840.00 USD 15,984.00 USD 197,856.00 Page 2 of 4 DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 7,200 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT USD 468.00 USD 1,404.00 USD 0.00 USD 1,404.00 90 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 183 80054 CAD/RMS SERVICE ADD-ON: YEAR 3 PAYMENT USD 180.00 USD 32,940.00 USD 21,921.57 USD 11,018.43 Year 3 - Evidence.com Total Before Discounts:USD 248,184.00 Year 3 - Evidence.com Discount:USD 37,905.57 Year 3 - Evidence.com Net Amount Due:USD 210,278.43 Year 4 - Evidence.com QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 180 80078 OSP BWC & CEW BUNDLE: YEAR 4 PAYMENT USD 1,188.00 USD 213,840.00 USD 15,984.00 USD 197,856.00 7,200 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT USD 468.00 USD 1,404.00 USD 0.00 USD 1,404.00 90 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 183 80055 CAD/RMS SERVICE ADD-ON: YEAR 4 PAYMENT USD 180.00 USD 32,940.00 USD 21,921.57 USD 11,018.43 Year 4 - Evidence.com Total Before Discounts:USD 248,184.00 Year 4 - Evidence.com Discount:USD 37,905.57 Year 4 - Evidence.com Net Amount Due:USD 210,278.43 Year 5 - Evidence.com QTY ITEM #DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($)NET TOTAL 180 80079 OSP BWC & CEW BUNDLE: YEAR 5 PAYMENT USD 1,188.00 USD 213,840.00 USD 15,984.00 USD 197,856.00 7,200 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT USD 468.00 USD 1,404.00 USD 0.00 USD 1,404.00 90 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 183 80056 CAD/RMS SERVICE ADD-ON: YEAR 5 PAYMENT USD 180.00 USD 32,940.00 USD 0.00 USD 32,940.00 Year 5 - Evidence.com Total Before Discounts:USD 248,184.00 Year 5 - Evidence.com Discount:USD 15,984.00 Year 5 - Evidence.com Net Amount Due:USD 232,200.00 Subtotal USD 1,073,313.72 Estimated Shipping & Handling Cost USD 12.96 Grand Total USD 1,073,326.68 Hardware Shipping Estimate Typically, hardware shipment occurs between 4 – 6 weeks after purchase date. Product availability for new or high demand products may impact delivery time. Page 3 of 4 DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Officer Safety Plan Includes: • Evidence.com Pro License • Upgrades to your purchased AXON cameras and Docks at years 2.5 and 5 under TAP • Extended warranties on AXON cameras and Docks for the duration of the Plan • Unlimited Storage for your AXON devices and data from the Evidence Mobile App • One TASER CEW of your choice with a 4 year extended warranty (5 years total of warranty coverage) • One CEW holster and battery pack of your choice • 40 GB of included storage for other digital media Additional terms apply. Please refer to the Evidence.com Master Service Agreement for a full list of terms and conditions for the Officer Safety Plan. This quote will terminate current Axon contract and create a new 5 year contract. A TAP refresh is being honored in the form of $0 hardware on this quote. The agency will be eligible for 2 more refreshes during the new 5 years contract at 30 and 60 months. A discount of $41,929.88 has been added to represent the refund that is owed for terminating existing contract. This discount amount is contingent on having a signed quote submitted by 9/28/17. The pricing is based on a 10/15/2017 start date and will change if the start date is changed. This also takes into account that the agency pays their 2017 invoice. Termination for non-appropriation: The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency’s then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the Agency’s then current fiscal year, or as soon as reasonably practicable under the circumstances. Axon Enterprise, Inc.’s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon’s Master Services and Purchasing Agreement posted at https://www.axon.com/legal/sales-terms-and-conditions. You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, do not sign this Quote. Signature: /s1/ Date: /d1/ Name (Print): /n1/ Title: /t1/ PO# (if needed): /p1/ Quote: Q-93604-13 Please sign and email to Paul Strozier at pstrozier@axon.com or fax to THANK YOU FOR YOUR BUSINESS! ‘Protect Life’© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. © 2013 Axon Enterprise, Inc. All rights reserved. Page 4 of 4 DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C #+-'! )(#% &' Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: A6044544-A8B2-4C22-8968-27E0E5CD2F2C Certificate Of Completion Envelope Id: A6044544A8B24C22896827E0E5CD2F2C Status: Completed Subject: Please DocuSign: City Council Contract 5696 Source Envelope: Document Pages: 34 Signatures: 10 Envelope Originator: Certificate Pages: 6 Initials: 0 Cindy Alonzo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 10/12/2017 12:32:37 PM Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 10/12/2017 12:58:12 PM Viewed: 10/12/2017 12:58:26 PM Signed: 10/12/2017 1:00:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Josh Isner, EVP Global Sales josh@axon.com EVP Sales Security Level: Email, Account Authentication (Optional)Using IP Address: 174.238.142.133 Signed using mobile Sent: 10/12/2017 1:00:24 PM Viewed: 10/12/2017 1:06:03 PM Signed: 10/12/2017 3:46:37 PM Electronic Record and Signature Disclosure: Accepted: 10/12/2017 1:06:03 PM ID: 0581b7d0-62d8-47de-87f1-bd75fee4e0b3 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 71.91.169.103 Signed using mobile Sent: 10/12/2017 3:46:40 PM Viewed: 10/12/2017 6:44:56 PM Signed: 10/12/2017 6:45:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Completed Using IP Address: 129.120.6.150 Sent: 10/12/2017 6:45:09 PM Viewed: 10/13/2017 7:05:12 AM Signed: 10/17/2017 2:31:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 47.190.47.120 Signed using mobile Sent: 10/17/2017 2:31:05 PM Viewed: 10/17/2017 6:00:13 PM Signed: 10/17/2017 6:00:46 PM Electronic Record and Signature Disclosure: Signer Events Signature Timestamp Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Using IP Address: 129.120.6.150 Sent: 10/17/2017 6:00:48 PM Viewed: 10/18/2017 9:42:47 AM Signed: 10/18/2017 9:43:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 10/12/2017 3:46:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Sent: 10/12/2017 3:46:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 10/17/2017 2:31:03 PM Viewed: 10/18/2017 9:35:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 10/17/2017 2:31:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Sent: 10/18/2017 9:43:32 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (Optional) Sent: 10/18/2017 9:43:33 AM Viewed: 10/18/2017 10:33:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lt. Chris Summitt chris.summitt@cityofdenton.com Security Level: Email, Account Authentication (Optional) Sent: 10/18/2017 9:43:34 AM Viewed: 10/18/2017 9:45:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/18/2017 9:43:34 AM Certified Delivered Security Checked 10/18/2017 9:43:34 AM Signing Complete Security Checked 10/18/2017 9:43:34 AM Completed Security Checked 10/18/2017 9:43:34 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. 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