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7541 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Not Applicable 7541 Cori Power Axon TASER Upgrade and Maintenance COOP December 17, 2025 December 17, 2020 20-2472 File 7541 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AXON ENTERPRISE, INC. (File #7541) THIS CONTRACT is made and entered into this date _______________________, by and between AXON ENTERPRISE, INC. a Delaware 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) Sourcewell Cooperative Purchasing Contract #010720-AXN with Axon Enterprise, Inc., (Exhibit “B” on file at the office of the Purchasing Agent); (c) Negotiated Terms and Conditions (Exhibit “C”); (d) Contractor’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.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B 12/17/2020 File 7541 meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: ________________________ Title: ____________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B bobby@axon.com ROBERT DRISCOLL VP, Assoc. General Counsel 800-978-2737 Interim Chief Technology Officer Drew Allen Technology Services File 7541 Exhibit A Special Terms and Conditions 1. Contract Term 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. 2. Total Contract Amount The contract total shall not exceed $2,981,000. Pricing shall be per Exhibit D attached. 3. 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: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 1 of 14 Exhibit C This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency on the Quote (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows: 1 Definitions. “Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. “Axon Device” means all hardware provided by Axon under this Agreement. “Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. “Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated (“Term”). All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Axon Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”). Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the receipt of invoice. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 2 of 14 Exhibit C 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency’s receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon’s warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Device with the same or like Device, at Axon’s option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering a Axon Device for service, Agency must upload Axon 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 Device sent to Axon for service. 7.3 Spare Axon Devices. Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“Spare Axon Devices”). Spare Axon Devices will replace broken or non- functioning units. If Agency utilizes a Spare Axon Device, Agency must return to Axon, through Axon’s warranty return process, any broken or non-functioning units. Axon will repair or replace the unit with a replacement Axon Device. Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Axon Devices provided. If Agency returns the Spare Axon Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice. 7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow 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. 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 $1,000,000.00 Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 3 of 14 Exhibit C 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 Additional Purchases. Agency may purchase up to an additional 35 Office Safety Plan 7 Plus licenses at Axon’s 2020 list pricing, so long as such purchase is made within 60 months of the Effective Date of this Agreement. Any additional purchases of Officer Safety Plan 7 Plus licenses made under this Section shall be co-termed with this Agreement to ensure all end dates align with the original purchase. All additional purchases of Officer Safety Plan 7 Plus licenses will be subject to the terms and conditions of this Agreement. 10 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 11 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 12 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. 13 Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 14 Indemnification. Axon will indemnify Agency’s officers, directors, and employees (“Agency Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency’s negligence or willful misconduct, or claims under workers compensation. The Parties expressly agree that no provision of the contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 15 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 16 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 17 Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices. 18 Termination. 18.1 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 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 4 of 14 Exhibit C prorated basis based on the effective date of termination. 18.2 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. 18.3 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 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 sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 19 Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. Axon acknowledges that Agency must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of material claimed by Axon to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 20 General. 20.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 20.2 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. 20.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 20.4 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. 20.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 20.6 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 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 5 of 14 Exhibit C successors and assigns. 20.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 20.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 20.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 20.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 20.11 Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email 20.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Agency Signature: Signature: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B ROBERT DRISCOLL 11/30/2020 VP, Assoc. General Counsel 12/18/2020 City Manager Todd Hileman Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 6 of 14 Axon Cloud Services Terms of Use Appendix 1 Definitions. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. “Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. “Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non- TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 7 of 14 6 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 7 Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc. (“Skyhook”) to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9 Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. In the event Axon transfers the content to a new third party, Axon will provide the Agency notice within 30 days of such transfer. Any third-party subcontractor responsible for data storage will adhere to all applicable CJIS requirements. Ownership of Agency Content remains with the Agency. 10 Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. An “Update” is a generally available release of Axon Records that Axon makes available from time to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 8 of 14 additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 13 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or 13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 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 external system. 16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 9 of 14 Technology Assurance Plan Appendix If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 Officer Safety Plan. If Agency purchases an Officer Safety Plan (“OSP”), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month (“OSP 7 Term”). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body-worn camera (“BWC Upgrade”) as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5 TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote (“Dock Upgrade”). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option. 6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 7 Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock 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 for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9 Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2 Axon will not and has no obligation to provide the Upgrade Models. 9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 10 of 14 TASER 7 Appendix This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 1 Duty Cartridge Replenishment Plan. If the Quote includes “Duty Cartridge Replenishment Plan”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2 Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically. 3 Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer’s warranty plus the 4-year extended term. 4 Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade- in credit. Agency may not destroy Trade-In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 5 TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6 Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies. 7 Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. Agency acknowledges and agrees that Axon may access Agency Content to: (a) perform troubleshooting services upon request or as part of Axon’s maintenance or diagnostic screenings; (b) enforce this Agreement or policies governing use of Axon Evidence; (c) generate aggregated data, excluding information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 11 of 14 information that is linked or linkable to a specific individual (collectively, “PII”), to improve, analyze, support, and operate Axon’s current and future devices and services. 8 Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3 Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 12 of 14 Axon Auto-Tagging Appendix 1 Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency’s Computer-Aided Dispatch (“CAD”) or Records Management Systems (“RMS”). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location- based on data maintained in Agency’s CAD or RMS. 2 Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon’s performance of Auto-Tagging Services requires Agency to: 4.1 Make available relevant systems, including Agency’s current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2 Make required modifications, upgrades or alterations to Agency’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services; 4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; 4.5 Promptly install and implement any software updates provided by Axon; 4.6 Ensure that all appropriate data backups are performed; 4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services; 4.8 Provide Axon with remote access to Agency’s Axon Evidence account when required; 4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 13 of 14 Axon Aware Appendix This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus. 1 Axon Aware Subscription Term. If Agency purchases Axon Aware as part of a bundled offering, the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Aware to Agency. If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of the (1) date Axon provisions Axon Aware to Agency, or (2) first day of the month following the Effective Date. The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Aware. 2 Scope of Axon Aware. The scope of Axon Aware is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Aware to better meet Agency’s needs. 3 Axon Body 3 LTE Requirements. Axon Aware is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’s consent. 4 Axon Fleet 3 LTE Requirements. Axon Aware is only available and usable with a Fleet 3 system configured with LTE modem 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 Aware Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 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 Aware or bundles that include Axon Aware, Axon will end Aware services, including any Axon-provided LTE service. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 11.0 Release Date: 8/6/2020 Page 14 of 14 Add-on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance. 1 Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-on. 2 Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal (“Portal Content”), within Agency’s Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3 Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency’s CAD or RMS. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Denton Police Dept. -TX ISSUED 11/30/2020 AXON SALES REPRESENTATIVE Chris Neubeck 602-708-0074 cneubeck@axon.com Q-274337-44165.677CN 1 Exhibit DDocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Payment Terms: Net 30 Delivery Method: Fedex -Ground Q-274337-44165.677CN Year 1 -Gap Coverage 12/1/2020 -1/14/2021 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 2 549 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 2 183 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2 183 0.00 0.00 0.00 73682 AUTO TAGGING LICENSE 2 183 0.00 0.00 0.00 Other 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 2 183 78.00 78.00 14,274.00 73830 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE PAYMENT 2 183 48.00 48.00 8,784.00 73835 AUTO TAGGING LICENSE PAYMENT 2 183 30.00 30.00 5,490.00 Subtotal 28,548.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 28,548.00 Year 1 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 73682 AUTO TAGGING LICENSE 60 204 0.00 0.00 0.00 Issued: 11/30/2020 Quote Expiration: 12/31/2020 Account Number: 129364 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Protect Life. PRIMARY CONTACT Chris Summitt Phone: 1-940-349-7944 Email: chris.summitt@cityofdenton.com 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 SALES REPRESENTATIVE Chris Neubeck Phone: 602-708-0074 Email: cneubeck@axon.com Fax: (480) 658-0629 Q-274337-44165.677CN 2 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 1 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages (Continued) 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 2 0.00 0.00 0.00 73687 EVIDENCE.COM VIEWER LICENSE 60 4 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 204 0.00 0.00 0.00 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 60 204 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 10,200 0.00 0.00 0.00 73680 AWARE PLUS LICENSE 60 204 0.00 0.00 0.00 73681 AXON RECORDS FULL 60 204 0.00 0.00 0.00 73739 PERFORMANCE LICENSE 60 204 0.00 0.00 0.00 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 60 204 0.00 0.00 0.00 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT ACCESS LICENSE 60 204 0.00 0.00 0.00 73733 REDACTION ASSISTANT 151-350 SW AGENCY-WIDE LICENSE 60 1 0.00 0.00 0.00 73693 CITIZEN FOR COMMUNITIES 151-350 SW AGENCY LICENSE 60 1 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 25 0.00 0.00 0.00 73840 EVIDENCE.COM BASIC ACCESS LICENSE 60 25 0.00 0.00 0.00 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60 3 0.00 0.00 0.00 73746 PROFESSIONAL EVIDENCE.COM LICENSE 60 1 0.00 0.00 0.00 Hardware 73202 AXON BODY 3 -NA10 2 699.00 678.03 1,356.06 74028 WING CLIP MOUNT, AXON RAPIDLOCK 7 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 2 0.00 0.00 0.00 20160 TASER 7 HOLSTER -SAFARILAND, RH+CART CARRIER 102 0.00 0.00 0.00 75015 SIGNAL SIDEARM KIT 204 0.00 0.00 0.00 20161 TASER 7 HOLSTER -SAFARILAND, LH+CART CARRIER 102 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 4 0.00 0.00 0.00 20008 TASER 7 HANDLE, HIGH VISIBILITY (GREEN LASER), CLASS 3R 204 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 204 0.00 0.00 0.00 Protect Life.Q-274337-44165.677CN 3 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 1 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)408 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)408 0.00 0.00 0.00 22177 TASER 7 HOOK-AND-LOOP TRAINING (HALT) CARTRIDGE, STANDOFF (3 408 0.00 0.00 0.00 22178 TASER 7 HOOK-AND-LOOP TRAINING (HALT) CARTRIDGE, CLOSE QUART 408 0.00 0.00 0.00 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 5 0.00 0.00 0.00 20018 TASER 7 BATTERY PACK, TACTICAL 241 0.00 0.00 0.00 20041 TASER 7 BATTERY PACK WARRANTY, 4- YEAR 241 0.00 0.00 0.00 20042 TASER 7 DOCK & CORE WARRANTY, 4- YEAR 3 0.00 0.00 0.00 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 3 0.00 0.00 0.00 74200 TASER 7 6-BAY DOCK AND CORE 3 0.00 0.00 0.00 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)612 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)612 0.00 0.00 0.00 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5-DEGREE)50 0.00 0.00 0.00 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE)50 0.00 0.00 0.00 Other 20270 HTC FOCUS+ VIRTUAL REALITY HEADSET 3 999.00 0.00 0.00 Not Eligible for VR Headset Not Eligible for VR Headset 1 0.00 0.00 0.00 Auto Tagging / Performance Implementati on Not Requ Auto Tagging / Performance Implementation Not Required 204 0.00 0.00 0.00 73265 TRANSFERRED AB3 CAMERA TAP WARRANTY 60 202 0.00 0.00 0.00 Protect Life.Q-274337-44165.677CN 4 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 1 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Other (Continued) 73266 TRANSFERRED AB3 MULTI-BAY DOCK TAP WARRANTY 60 16 0.00 0.00 0.00 73827 AB3 CAMERA TAP WARRANTY 60 2 0.00 0.00 0.00 73820 OFFICER SAFETY PLAN 7 PLUS 60 204 0.00 0.00 0.00 73821 OFFICER SAFETY PLAN 7 PLUS PAYMENT 12 204 2,748.00 1,181.90 241,107.60 Not Eligible/Cust omer Declined Channel Services Not Eligible/Customer Declined Channel Services 204 0.00 0.00 0.00 20247 TASER 7 ONLINE TRAINING CONTENT ACCESS LICENSE 60 204 0.00 0.00 0.00 20249 VR EMPATHY DEVELOPMENT AUTISM SCHIZOPHRENIA ACCESS LICENSE 60 204 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 Evidence.co m Channel Services SMA Not Required Evidence.com Channel Services SMA Not Required 204 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED)5 0.00 0.00 0.00 73841 EVIDENCE.COM BASIC LICENSE PAYMENT 12 25 180.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 12 1 468.00 468.00 468.00 Subtotal 242,931.66 Estimated Tax 0.00 Total 242,931.66 Protect Life.Q-274337-44165.677CN 5 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 1 -Trade-in Debit Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Other 20105 TASER 7 TRADE-IN OSP 1 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Spares Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 74028 WING CLIP MOUNT, AXON RAPIDLOCK 6 0.00 0.00 0.00 20008 TASER 7 HANDLE, HIGH VISIBILITY (GREEN LASER), CLASS 3R 6 0.00 0.00 0.00 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 6 0.00 0.00 0.00 73202 AXON BODY 3 -NA10 6 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 6 0.00 0.00 0.00 Other 73827 AB3 CAMERA TAP WARRANTY 60 6 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)408 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)408 0.00 0.00 0.00 Other 73821 OFFICER SAFETY PLAN 7 PLUS PAYMENT 12 204 2,748.00 2,982.84 608,499.36 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 Protect Life.Q-274337-44165.677CN 6 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 2 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Other (Continued) 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 73841 EVIDENCE.COM BASIC LICENSE PAYMENT 12 25 180.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 12 1 468.00 468.00 468.00 Subtotal 608,967.36 Estimated Tax 0.00 Total 608,967.36 Year 3 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)408 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)408 0.00 0.00 0.00 22177 TASER 7 HOOK-AND-LOOP TRAINING (HALT) CARTRIDGE, STANDOFF (3 408 0.00 0.00 0.00 22178 TASER 7 HOOK-AND-LOOP TRAINING (HALT) CARTRIDGE, CLOSE QUART 408 0.00 0.00 0.00 Other 73689 MULTI-BAY BWC DOCK 1ST REFRESH 16 0.00 0.00 0.00 73309 AXON BODY CAMERA REFRESH ONE 204 0.00 0.00 0.00 73821 OFFICER SAFETY PLAN 7 PLUS PAYMENT 12 204 2,748.00 2,982.84 608,499.36 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 73841 EVIDENCE.COM BASIC LICENSE PAYMENT 12 25 180.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 12 1 468.00 468.00 468.00 Subtotal 608,967.36 Estimated Tax 0.00 Total 608,967.36 Protect Life.Q-274337-44165.677CN 7 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 4 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)408 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)408 0.00 0.00 0.00 Other 73821 OFFICER SAFETY PLAN 7 PLUS PAYMENT 12 204 2,748.00 2,982.84 608,499.36 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 73841 EVIDENCE.COM BASIC LICENSE PAYMENT 12 25 180.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 12 1 468.00 468.00 468.00 Subtotal 608,967.36 Estimated Tax 0.00 Total 608,967.36 Year 5 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)408 0.00 0.00 0.00 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE)408 0.00 0.00 0.00 Other 73688 MULTI-BAY BWC DOCK 2ND REFRESH 16 0.00 0.00 0.00 73310 AXON BODY CAMERA REFRESH TWO 204 0.00 0.00 0.00 73821 OFFICER SAFETY PLAN 7 PLUS PAYMENT 12 204 2,748.00 2,982.84 608,499.36 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 0.00 0.00 0.00 Protect Life.Q-274337-44165.677CN 8 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Year 5 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Other (Continued) 73841 EVIDENCE.COM BASIC LICENSE PAYMENT 12 25 180.00 0.00 0.00 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT 12 1 468.00 468.00 468.00 Subtotal 608,967.36 Estimated Tax 0.00 Total 608,967.36 Grand Total 2,707,349.10 Protect Life.Q-274337-44165.677CN 9 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Summary of Payments Payment Amount (USD) Year 1 -Gap Coverage 12/1/2020 -1/14/2021 28,548.00 Year 1 242,931.66 Year 1 -Trade-in Debit 0.00 Spares 0.00 Year 2 608,967.36 Year 3 608,967.36 Year 4 608,967.36 Year 5 608,967.36 Grand Total 2,707,349.10 Discounts (USD) Quote Expiration: 12/31/2020 List Amount 2,860,743.00 Discounts 153,393.90 Total 2,707,349.10 *Total excludes applicable taxes Protect Life.Q-274337-44165.677CN 10 DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B Notes Agency has existing contract #00014120 (originated via Q-93604), #00014122 (originated via Q-107483) and is terminating that contract upon the new license start date (1/15/2021) of this quote. Upon execution of Quote #Q-274337, the following quotes previously executed by the City of Denton and Axon will be terminated: #Q-189436, #Q-261376, and #Q-93604. For purposes of clarity, Quote #Q-226424 will remain in effect until expiration. The parties agree that Axon is charging a debit of $50,220 (applied to Year 1 -Trade-In Debit) to capture the remaining value owed from previously deployed CEW hardware. This debit is based on a ship date range of 12/15/2020-12/31/2020, resulting in a 1/15/2021 contract start date. Any change in this ship date and resulting contract start date will result in modification of this debit's value which may result in additional fees due to or from Axon. This fee has been discounted from the quote as a customer concession. The parties agree that Axon is granting a refund of $18,855.44 (applied to Year #1 licenses) to refund paid, but undelivered services. This discount is based on a ship date range of 12/15/2020-12/31/2020, resulting in a 1/15/2021 license date. Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon. Sourcewell Contract #010720-AXN used for pricing and purchasing justification. This quote is contingent upon simultaneous execution of Q-275501. Tax is subject to change at order processing with valid exemption. Axon’s Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Contract By and Between City of Denton, Texas and Axon Enterprise, Inc. (File #7541), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature:CustSIG Date:CustDate Name (Print):CustName Title:CustTitle PO# (Or write N/A):CustPo Please sign and email to Chris Neubeck at cneubeck@axon.com or fax to (480) 658-0629 Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. Protect Life.Q-274337-44165.677CN 11 ***Axon Internal UseOnly*** Review1 Review 2 SFDC Contract #: Order Type: RMA#: Address Used: SO#: Comments: DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B N/A 12/18/2020 City ManagerTodd Hileman Protect Life.Q-274337-44165.677CN 12 Denton Police Dept. -TX What is the contact name and phone number for this shipment? What are your receiving hours? (Monday-Friday) Is a dock available for this incoming shipment? Are there any delivery restrictions? (no box trucks, etc.) AT T E N T I O N This order may qualify for freight shipping, please fill out the following information. DocuSign Envelope ID: E3697954-1992-4BDA-8DB0-344C4AA0E76B 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: E3697954-1992-4BDA-8DB0-344C4AA0E76B E Axon Enterprise, Inc. X 11/30/2020 n/a X n/a X X Certificate Of Completion Envelope Id: E369795419924BDA8DB0344C4AA0E76B Status: Completed Subject: Please DocuSign: City Council Contract 7541 Axon TASER Upgrade and Maintenance Source Envelope: Document Pages: 31 Signatures: 9 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/25/2020 3:54:06 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/30/2020 1:59:19 PM Viewed: 11/30/2020 1:59:32 PM Signed: 11/30/2020 2:00:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/30/2020 2:00:20 PM Viewed: 11/30/2020 2:47:59 PM Signed: 11/30/2020 2:48:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/30/2020 2:48:59 PM Viewed: 11/30/2020 4:44:58 PM Signed: 11/30/2020 4:49:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ROBERT DRISCOLL bobby@axon.com VP, Assoc. General Counsel eSign Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 74.206.119.243 Sent: 11/30/2020 4:49:15 PM Viewed: 11/30/2020 4:53:56 PM Signed: 11/30/2020 5:06:46 PM Electronic Record and Signature Disclosure: Accepted: 8/14/2020 1:33:50 PM ID: 12670bf2-ee1f-4bf1-b2a2-1ddabb4427d2 Signer Events Signature Timestamp Drew Allen drew.allen@cityofdenton.com Interim Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/30/2020 5:06:50 PM Viewed: 11/30/2020 5:12:31 PM Signed: 11/30/2020 5:13:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/30/2020 5:13:13 PM Viewed: 12/18/2020 8:24:19 AM Signed: 12/18/2020 8:24:31 AM 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 (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/18/2020 8:24:36 AM Viewed: 12/18/2020 9:56:07 AM Signed: 12/18/2020 9:56:16 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/18/2020 9:56:21 AM Viewed: 12/21/2020 11:20:56 AM Signed: 12/21/2020 11:21:25 AM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 11:20:56 AM ID: be941523-cc17-4fe7-8b82-c13cdc605af5 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 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 2:00:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 5:13:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 5:13:14 PM Viewed: 11/30/2020 5:13:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:21:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tiffany Wei Tiffany.Wei@cityofdenton.com Business Information Analyst City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:21:32 AM Viewed: 12/21/2020 11:30:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:21:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/30/2020 1:59:19 PM Certified Delivered Security Checked 12/21/2020 11:20:56 AM Signing Complete Security Checked 12/21/2020 11:21:25 AM Completed Security Checked 12/21/2020 11:21:33 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. 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