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HomeMy WebLinkAbout24-2224ORDINANCE NO. 24-2224 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH AXON ENTERPRISE, INC. THROUGH THE SOURCEWELL COOPERATIVE PURCHASING NETWORK CONTRACT NO. 101223-AXN, FOR THE PURCHASE OF AXON SYSTEMS, INCLUDING CAMERA SYSTEM, SOFTWARE LICENSE AND STORAGE. PERIPHERALS, WARRANTY, MAINTENANCE, AND [NSTALLATION SERVICES FOR THE POLICE DEPARTMENT; AUTHORiZrNG THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8666 – AWARDED TO AXON ENTERPRISE, INC., IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $9,336,464.00). WHEREAS, pursuant to Ordinance 20-197, Sourcewell has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Sourcewell program at less cost than the City would expend if bidding these items individually; and WHEREAS, this procurement was undertaken as part of the City’s governmental function [Police and fire protection and control]; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number’' referenced herein and on file in the office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 8666 Axon Enterprise, Inc.$9,336,464.00 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to Sourcewell for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with Sourcewell and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by Sourcewell, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be referenced herein; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to Sourcewell, and the quantities and specified sums contained in the City's purchase orders and related documents referenced herein are approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Joe Holland and seconded by Jill Jester. This ordinance was passed and approved by the following vote [7 - 0]: Aye Nay Abstain Absent Mayor Gerard Hudspeth:X X X X X X X Vicki Byrd, District 1 : Brian Beck. District 2 : Paul Meltzer, District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Jill Jester, At Large Place 6: PASSED AND APPROVED this the 19th day of November, 2024. GERARD HUDSPETH, MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY p<\ .al BY, Id APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY:)y£abQc£&LLobw Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB DENTON Docusign City Council Transmittal Coversheet 8666 File Name I Axon Master Contract PurchasingCo,t„t Gi--Y B '-""'tt City Council Target Date NOVEMBER 19’ 2024 Piggy Back Option Contract Expiration Ordinance Not Applicable NOVEMBER 19, 2029 a't -ZEE't Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AXON ENTERPRISE, INC. (File #8666) 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. 11/19/2024 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 “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) (b) (C) (d) Special Terms and Conditions (Exhibit “A”); Sourcewell Cooperative Purchasing Contract #101223-AXN with Axon Enterprise, Inc., (Exhibit “B” on file at the office of the Purchasing Agent); Contractor’s Proposal (Exhibit "C"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "D") 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 this 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 Contractor acknowledges that in accordance with Chapter 2271 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, Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor: (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 Boycotting Certain Energy Companies Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy File 8666 Docusign Envelope ID: CAE65AI 0-96F3J}B46-A373-79F16AA385AB companIes 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 Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas GovenIment Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a fIrearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or fIrearm trade assocIation. 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 Sections 2252 and 2270 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, Contractor certiftes that Contractor’s signature provides written verifIcation to the City that Contractor, pursuant to Chapters 2252 and 2270, 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 meet or maintain the requirements under this provision will be considered a material breach Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country 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. File 8666 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB iT ) SIGNATURE CITY OF DENTON, TEXAS Printed Name: Robert Drlsco11 SARA HENSLEY CITY MANAGER Title. VP, Deputy Genera1 Counse1 800-978-2737 ATTEST: PHONE NUMBER LAUREN THODEN, CITY SECRETARY contracts@axon . com EMAIL ADDRESS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Jess1 ce Rob1 edo DocuSigned by: 4B07083 1 B4AA438 PRINTED NAME ch1 ef TITLE Denton Police Department DEPARTMENT File 8666 Docusign Envelope ID: CAE65AI 0-96F3'tB46-A373-79F16AA385AB 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 $9,336,464. Pricing shall be per Exhibit C 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 File 8666 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB h A><0 N Master Services and Purchasing Agreement for Customer This Master Services and Purchasing Agreement ("Agreement’) is between Axon Enterprise, Inc. ("Axon"), and the customer listed below or, if no customer is listed below, the customer on the Quote attached hereto ("Customer"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions 1.1."Axon Cloud Services" means Axon’s web services, including but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 1.2."Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices. 1.3."Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices. Any inconsistent or supplemental terms within Customer’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4."Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2 3. 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 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront yearly basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys’ fees. 4 5 Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate. Shippinq. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon’s delivery to the common carrier. Customer is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7.Warranty. 7.1 .Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1 ) year from the date of Customer’s receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Customer’s receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one (1) year hardware warranty through the extended warranty term purchased 7.2.Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer. 7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon-mEF@=Fr3TNFc-8Tm-niFam7R-dFem Department: LegalVersion: 21 Release Date: 4/1/2024 Page 1 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A /\ ><11b C) N1 1M a S t e r I11SIII e W i C e S a n d P ur chasing Agreement for Customer manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement. 7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service. 7.4.Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functionIng units while Customer submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose. 7.5.Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number Axon’s warranty will be void if Customer resells Axon Devices. 7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement. 7.5.2. Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed one million dollars ($1,000,000.00). Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.6.Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any. 7.8.Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from IIability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warninqs. See www.axon.com/legal for the most current Axon Device warnings. Department: Legal Version: 21 Release Date: 4/1/2024 Page 2 of 43 Docusign Envelope ID: CAE65A10-96F3dtB46-A373-79F16AA385AB h AXO N Master Services and Purchasing Agreement for Customer 10. Deal n ChauLeS. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer. 11. Bundled Offerinqs. Some offerings in bundled offerings may not be generally available at the time of Customer’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer’s election not to utilize any portion of an Axon bundle. 12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13. IP Riqhts. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated. 14 IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any r claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Customer or a third-party not approved by Axon; (b) use of Axon- manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15.Customer Responsibilities. Customer is responsible for (a) Customer’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Customer or an Customer end user; (c) disputes between Customer and a third-party over Customer’s use of Axon Devices; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination 16.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If Customer terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable. 16.3.Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon DevIces received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. Axon acknowledges that Customer 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. 18. General mT:MTs-t-#TSTMcT:=R Department: Legal Version : 21 Release Date : 4/1/2024 u7Hm7R-dRmmIBth–e–ell–AT#FiT I Page 3 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A /\ ><11b C) [] M a S t e r 111SII> e N i C e S a n d P U r chasing Agreement for Customer 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties. 18.3. ThirdnParty Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4.Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices. 18.10. Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Ann: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement. This Agreement, the Appendices, including any applicable Appendices not attached herein for the products and services purchased, which are incorporated by reference and located in the Master Purchasing and Services Agreement located at https://www.axon.com/sales-terms-and-conditions, Quote and any SOW(s), represents the entire agreement between the Parties, provided, however, this negotiated Agreement takes precedence over any unnegotiated online terms. 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. [Signatures to follow on the next page] mmBtiF3mMIM-nFmmmFR7mema@EdF Department: Legal Version : 21 Release Date: 4/1/2024 Page 4 of 43 Docusign Envelope ID: CAE65AI 0-96F3dIB46-A373-79F16AA385AB h A XO N Master Services and Purchasing Agreement for Customer Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXON: CUSTOMER: Axon Enterprise, Inc.Denton Police Department (TX) SIgned by: iseXLSignature IA4424...Robert Drlsco11Name Signat Ginny Brummet+Name Title. vp, Deputy Genera1 Counse1 Date: 10/23/2024 Title: BUYe r Date. 10/22/2024 mmr Department: LegalVersion: 21 Release Date: 4/1/2024 Page 5 of 43 Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB A )!IIIIIIIF1111111\ IIIIIII111AIIIIIIIION Master SeN ices and Purchasing Agreement for Customer Axon Cloud Services Terms of Use Appendix 1. Definitions a. "Customer Content" is data uploaded into, Ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer. Customer Content includes Evidence but excludes Non-Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Customer Evidence is a subset of Customer Content. c. "Non-Content Data" is data, configuration, and usage information about Customer’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. d."Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. e.“Provided Data” means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports. f “Transformed Data” means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. 2 Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite. 3 Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4.Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence management systems or records. 5.Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content; (b) ensuring no Customer Content or Customer end user’s use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to Axon Cloud Services. a.Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 6 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB 6.Privacy. Customefs use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7.Axon Body Wi.Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer's Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-FI Positioning for Customer’s Axon Cloud Services tenant. When Wi-FI Positioning is enabled by both Axon and Customer, Non- Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-FI Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8.Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon’s Evidence.com user license; (ii) is limited to data of the law enforcement Customer that purchased the Third- Party Unlimited Storage and the Axon's Evidence.com end user or Customer is prohibited from storing data for other law enforcement agencies; and (iii) Customer may only upload and store data that is directly related to: (1 ) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Customer Content created by Axon Devices or Evidence.com. 9.Location of Storaqe. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Customer Content remains with Customer. In the event Axon transfers the content to a new third party, Axon will provide the Agency notice within 30 days of such transfer as long as Agency has subscribed to receive notice of updates to any sub-processor under the following link: https://qo.axon.com/1/636291/2020- 09-11/42sls9. 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 Customer’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension. Axon will not delete Customer Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services. 12. TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 7 of 43 Docusign Envelope ID: CAE65AI O-96F3JIB46-A373-79F16AA385AB A AXON M,,t„S,,„i,,,,„dP„„h,,i„gAgr,,m,nt f,,C„,t,m„ In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to privacy@axon.com. Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer. 13. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer’s Axon Records Subscription Term, if any, Customer will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. a.The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") b.An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. c. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer. d. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages. 14. Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: a. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; b.copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; d. use Axon Cloud Serves as a service bureau, or as part of an Customer infrastructure as a service; e. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; f. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; g. 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 h. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code. 15. Axon Draft One. Al-Assisted Report Writing feature. Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months. 16 After Termination. Axon will not delete Customer Content for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services. 17. Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 8 of 43 Docusign Envelope ID: CAE65A10-96F34B46-A373-79F16AA385AB J A )!IIIIIIIF1111111\ 1111111111A( 0 1\1 Master SeN ices and Purchasing Agreement for Customer assistance in downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system 18.U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services. 19. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 9 of 43 Docusign Envelope ID: CAE65AI O-96F34B46-A373-79F16AA385AB A AXON Ma,terS,,„i,,,,„dP„„h,,i„gAg„,m,„tf,,C„,t,m„ Axon Customer Experience Improvement Program Appendix 1.Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers 2 ACEIP Tier 1. 2.1 When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of anynew Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case"). 2.2.Expiration of ACEIP Tier 1 . Customer consent granted herein will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer. 3 ACEIP Tier 2. In addition to ACEIP Tier 1 , if Customer wants to help further improve Axon’s services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 10 of 43 Docusign Envelope ID: CAE65A10-96F34B46-A373-79F16AA385AB Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data. a Check this box if Customer wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1 . Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 1 1 of 43 Docusign Envelope ID: CAE65AI O-96F3dIB46-A373-79F16AA385AB A AXON M,,t,rS,wi,,,andPunh,,ing Agreement forC„,tomer Professional Services Appendix If any of the Professional Services specified below are included on the Quote, this Appendix applies. 1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date. 2.Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of an-site service and a professional services manager to work with Customer to assess Customer’s deployment and determine which on-site services are appropriate. If Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full Service options include: System set up and configuration Instructor-led setup of Axon VIew on smartphones (if applicable) Configure categories and custom roles based on Customer need Register cameras to Customer domain Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access One on-site session included • • • • • Dock configuration Work with Customer to decide the ideal location of Docks and set configurations on Dock Authenticate Dock with Axon Evidence using admin credentials from Customer On-site assistance, not to include physical mounting of docks • • • Best practice implementation planning session Provide considerations for the establishment of video policy and system operations best practices based• on Axon’s observations with other agencies Discuss the importance of entering metadata in the field for organization purposes and other best• practices for digital data management Provide referrals of other agencies using the Axon camera devices and Axon Evidence• Recommend rollout plan based on review of shift schedules• System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencIes End user go-live training and support sessions • Assistance with device set up and configuration • Training on device use, Axon Evidence, and Evidence Sync Mr wl&rg2ILoWWI al EaSEd Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide o Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer’s deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter options include: Wmmmmm1i= ! Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 12 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A AXON Master Services and Purchasing Agreement for Customer Instructor-led setup of Axon View on smartphones (if applicable) Configure categories & custom roles based on Customer need Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration Work with Customer to decide the ideal location of Dock setup and set configurations on Dock• Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer• Does not include physical mounting of docks• Axon instructor training (Train the Trainer) Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence needs after Axon’s has fulfilled its contracted on-site obljgationstraini End uso Assistance with device set up and configuration• Training on device use, Axon Evidence, and Evidence Sync• a lcketImDl Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services. 5. CEW Services Packages. CEW Services Packages are detailed below: Egstem allIEEEeIIlaRUBaBaHn • Configure Axon Evidence categories & custom roles based on Customer need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. • For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies Discuss the importance of entering metadata and best practices for digital data management Provide referrals to other agencies using TASER CEWs and Axon Evidence For the CEW Full Service Package: On-site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence • • • Axon Evidence Instructor training • Provide training on the Axon Evidence to educate instructors who can support Customer’s subsequent Axon Evidence training needs. For the CEW Full Service Package: Training for up to 3 individuals at Customer • For the CEW Starter Package: Training for up to 1 individual at Customer J M Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. o For the CEW Full Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. • 6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes: Archival of CEW Firing Logs Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 13 of 43 Docusign Envelope ID: CAE65AI 0-96F3-+B46-A373-79F16AA385AB A AXON M„t„S,,„i,,,,„dP„„h,,i„gAg„,m,„tf,,C„,t,m„ >ustomer isMMt # Return of Old Weapons Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters Axon will provide Customer with a Certificate of Destruction a nart Weapon Transition Service instead of 1-Day Device Specific Instructor Course. 7.VR Services Package. VR Service includes advance remote project planning and configuration support and one (1 ) day of on-site service and a professional services manager to work with Customer to assess Customer’s deployment and determine which Services are appropriate. The VR Service training options include: System set up and configuration (Remote Support) Instructor-led setup of Axon VR headset content Configure Customer settings based on Customer need Troubleshoot IT issues with Axon VR headset Axon instructor training (Train the Trainer) Training for up to five (5) Customer’s in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon's has fulfilled its contracted on-site obljgations > Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality basic operation, and best practices 8.Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1 ) day of on-site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer's requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training options include: System set up and configuration (Remote Support) Instructor-led setup of Axon Air App (ASDS) Configure Customer settings based on Customer need Configure drone controller Troubleshoot IT issues with Axon Evidence Axon instructor training (Train the Trainer) Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obliaations r Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionali ltion, and best practicesbasic op 9.Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually. 10. Signal Sidearm Installation Service. a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/trainingarea b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration. 11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 14 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB I IIII} A )!IIIIIIIF1111111\ IIIIIIIIIbtrI ON MasterS eN ices and Purchasing Agreement for Customer personnel to Customer premises as work hours. 13.Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. 14.Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it 15.Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknow\edging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services. 16. Customer Network. For work performed by Axon transiting or making use of Customer's network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer’s network from any cause. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 15 of 43 Docusign Envelope ID: CAE65AI 0-96F3J}B46-A373-79F16AA385AB A AXON Master Services and Purchasing Agreement for Customer Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1. 2. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty. Officer Safety Plan. If Customer purchases an Officer Safety Plan (’'OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon 3 4. C)SP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term"). TAP BWC Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon dock. 5.TAP Dock Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon dock bay configuration unless a new Axon dock core is required for BWC compatibility. If Customer originally purchased a single-bay Axon dock, the Dock Upgrade will be a single-bay Axon dock model that is the same or like Axon Device, at Axon’s option. If Customer originally purchased a multi-bay Axon dock, the Dock Upgrade will be a multi-bay Axon dock that is the same or like Axon Device, at Axon’s option. 6.Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer. 7.Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8.Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 9 Termination. If Customer’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1 .TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2. Axon will not and has no obligation to provide the Upgrade Models. 9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 16 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A )!I11IIIIIIIIIIII11\ 11111111111HII(b ON Master Sew ices and Purchasing Agreement for Customer TASER Device Appendix This TASER Device Appendix applies to Customer’s TASER 7/10, OSP 7/10, OSP Plus, or OSP 7/10 Plus Premium purchase from Axon, if applicable. 1.Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2.Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion however Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other device or service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course. 3.Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five- (5-) year term, which includes the hardware manufacturer’s warranty plus the four- (4-) year extended term 4 Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade- in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below. Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade-In Units and receive a trade-in credit. Customer Size to RetDa Less than 100 officers 60 days 90 days100 to 499 officers 180 days500+ officers .Start Date of TASER 10 Subscription'rl 5. TASER Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date 6.Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices devices during the TASER Device Subscription Term. Customer may not exceed the number of end users the Quote specifies. 7.Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement Customer transfer under the Gun Control Act of 1968. 8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10. 9.Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon. 10. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination: 10.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given. 10.2. Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating for non-appropriations, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 17 of 43 Docusign Envelope ID: CAE65AI 0-96F3ztB46-A373-79F16AA385AB J A )!IIIIIIIFIIIII11\ 1111111111HIIIIIIT ON MasterS elvices and Purchasing Agreement for Customer termination. 10.3. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 18 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A )!I11IIIIIIIIIIII11\ 111111111A1111IION Master SeN ices and Purchasing Agreement for Customer Axon Auto-Tagging Appendix If Auto-Tagging is included on the Quote, this Appendix applies. 1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer’s Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location-based on data maintained in Customer’s CAD or RMS. 2.Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS. 3.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.Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to: 4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2. 4.3. Make required modifications, upgrades or alterations to Customer's hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services; Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services; Promptly install and implement any software updates provided by Axon; Ensure that all appropriate data backups are performed; Provide assistance, participation, and approvals in testing Auto-Tagging Services; Provide Axon with remote access to Customer’s Axon Evidence account when required; Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and 4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. 5.Access to Systems. Customer authorizes Axon to access Customer’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 19 of 43 Docusign Envelope ID: CAE65AI O-96F34B46-A373-79F16AA385AB A AXON M,,t,rS,,„i,,,,„dP„„h,,i„gAg„,m,„tf,,C„,t,m„ Axon Fleet Appendix If Axon Fleet is included on the Quote, this Appendix applies. 1. Customer Responsibilities. 1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 Axon Fleet 3 or a future Fleet iteration (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subject to change. 1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule. 2.Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly. 3. 4 Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. Wireless Offload Server 4.1 .License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2.Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS. 4.3. Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer's store and forward servers solely for troubleshooting and maintenance. 5 Axon Vehicle Software. 5.1 License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) ’'Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2 Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 20 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A /IIIIIIIIF1111111\ IIIIIIII111HIIIIIIt ON MasterS eN ices and Purchasing Agreement for Customer 6.Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. 7.Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote. 7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Customer. 8 Axon Fleet Termination. Axon may terminate Customer’s Fleet subscription for non-payment. Upon any termination: 8.1 . 8.2. 8.3. Axon Fleet subscription coverage terminates, and no refunds will be given. Axon will not and has no obligation to provide the Axon Fleet Upgrade. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 21 of 43 Docusign Envelope ID: CAE65AI 0-96F3“tB46-A373-79F16AA385AB A )!IIIIIIIF1111111\ 111111111A11111111 ON Master SeN ices and Purchasing Agreement for Customer Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 1.Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1 ) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2.Scope of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon Respond to better meet Customer’s needs. 3.Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Customer’s consent. 4.Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availabiIIty of LTE service is subject to Customer’s LTE carrier. 5 Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1 .With regard to Axon Body, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier. 6.Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 22 of 43 Docusign Envelope ID: CAE65AI 0-96F3dIB46-A373-79F16AA385AB J A )!IIIIIIIF1111111\ IIIIIIII111HIII11 ON Master SeN ices and Purchasing Agreement for Customer Add-on Services Appendix This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote 1. Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, or Axon Performance to Customer. 1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1 ) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date 1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on 2. 3. Axon Community Request Storage. For Axon Community Request, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer’s Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer’s CAD or RMS. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 23 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A )!IIIIIIIF1111111\ IIIIIII11AIIIII11tON Master SeN ices and Purchasing Agreement for Customer Axon Auto-Transcribe Appendix This Appendix applies if Axon Auto-Transcribe is included on the Quote. 1.Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Customer. If Customer purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Customer. 1.1.If Customer cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage. 2 Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Customer additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Customer by Axon 3 Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto- Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages. 4.Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 24 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A )!IIIIIIIF1111111\ IIIIIIIII111HIIITION Master SeN ices and Purchasing Agreement for Customer Axon Virtual Reality Content Terms of Use Appendix If Virtual Reality is included on the Quote, this Appendix applies. 1 2 Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Customer related to virtual reality (collectively, Virtual Reality Media"). Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those headsets from Axon. 3 License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual Reality Media licenses from Axon. Customer may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Customer may not: 3.1 . 3.2. 3.3. 3.4. 3.5. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media; reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same; copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement; use trade secret information contained in Virtual Reality Media; resell, rent, loan or sublicense Virtual Reality Media; 3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or 3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media. 4. 5 Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrprivacvpolicy. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 25 of 43 Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB Master Services and Purchasing Agreement for Customer Axon Evidence Local Software Appendix This Appendix applies if Axon Evidence Local is included on the Quote. 1 License. Axon owns all executable instructions, images, icons, sound, and text in Axon Evidence Local. All rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license to use Axon Evidence Local. "Use" means storing, loading, installing, or executing Axon Evidence Local exclusively for data communication with an Axon Device. Customer may use Axon Evidence Local in a networked environment on computers other than the computer it installs Axon Evidence Local on, so long as each execution of Axon Evidence Local is for data communication with an Axon Device. Customer may make copies of Axon Evidence Local for archival purposes only. Axon shall retain all copyright, trademark, and proprietary notices in Axon Evidence Local on all copies or adaptations. 2 3 Term. The Quote will detail the duration of the Axon Evidence Local license, as well as any maintenance. The term will begin upon installation of Axon Evidence Local. License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. Customer may not use Axon Evidence Local for any purpose other than as expressly permitted by this Agreement. Customer may not: 3.1. modify, tamper with, repair, or otherwise create derivative works of Axon Evidence Local; 3.2. reverse engineer, disassemble, or decompile Axon Evidence Local or apply any process to derive the source code of Axon Evidence Local, or allow others to do the same; 3.3. access or use Axon Evidence Local to avoid incurring fees or exceeding usage limits or quotas; 3.4. copy Axon Evidence Local in whole or part, except as expressly permitted in this Agreement; 3.5. use trade secret information contained in Axon Evidence Local; 3.6.resell, rent, loan or sublicense Axon Evidence Local; 3.7, 3.8. access Axon Evidence Local to build a competitive device or service or copy any features, functions, or graphics of Axon Evidence Local; or remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Evidence Local or any copies of Axon Evidence Local. 4.Support. Axon may make available updates and error corrections ("Updates") to Axon Evidence Local. Axon will provide Updates electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate access to the Internet to receive Updates. Customer is responsible for maintaining the computer equipment necessary to use Axon Evidence Local. Axon may provide technical support of a prior release/version of Axon Evidence Local for six (6) months from when Axon made the subsequent release/version available. 5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement. Upon termination, Axon may disable Customer’s right to login to Axon Evidence Local. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 26 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A AXON Master Services and Purchasing Agreement for Customer Axon Application Programming Interface Appendix This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services is included on the Quote. 1. Definitions 1.1. 1.2. 1.3. "API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer. "API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer’s authorized Use. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems. 1.4."Use" means any operation on Customer's data enabled by the supported API functionality. 2.Purpose and License. 2.1 .Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer's use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use. 2.2.Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer’s API Client. 2.3. Axon reserves the right to set limitations on Customer’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits. 3.Confiquration. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API ServIce information . 4.Customer Responsibilities. When using API Service, Customer and its end users may not: 4.1 .use API Service in any way other than as expressly permitted under this Agreement; 4.2. use in any way that results in, or could result in, any security breach to Axon; 4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services; 4.4. 4.5. 4.6. 4.7. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service; reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software; create an API Interface that functions substantially the same as API Service and offer it for use by third parties; provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service; 4.8. frame or mirror API Service on any other server, or wireless or Internet-based device; 4.9. make available to a third-party, any token, key, password or other login credentials to API Service; 4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or 4.11. disclose Axon’s API manual. 5 API Content. All content related to API Service. other than Customer Content or Customer’s API Client content. is considered Axon’s API Content, including: Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 27 of 43 Docusign Envelope ID: CAE65AI O-96F34B46-A373-79F16AA385AB A AXON M,,t„S,,„i,,,,„dP„„h,,i„gAg„,m,„tf,,C„,t,m„ 5.1. the design, structure and naming of API Service fields in all responses and requests; 5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases. users, or reports; 5.3.the structure of and relationship of API Service resources; and 5.4.the design of API Service, in any part or as a whole. 6 Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to 6.1 . 6.2. 6.3. 6.4. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party; misrepresent the source or ownership; or remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices). 7.API Updates. Axon may update or modify the API Service from time to time (’'API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1 ) year following the release of an API Update for all depreciated API Service versions. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 28 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A )!IIIIIIIIF1111111\ 11111111111H( 0 N1 MasterS eN ices and Purchasing Agreement for Customer Advanced User Management Appendix This Appendix applies if Axon Advanced User Management is included on the Quote. 1.Scope. Advanced User Management allows Customer to (a) utilize bulk user creation and management, (b) automate user creation and management through System for Cross-domain Identity Management ("SCIM"), and (c) automate group creation and management through SCIM. 2.Advanced User Manaqement Confiquration. Customer will work independently to configure Customer’s Advanced User Management for Customer’s applicable Use. Upon request, Axon will provide general guidance to Customer, including documentation that details the setup and configuration process. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 29 of 43 Docusign Envelope ID: CAE65AI O-96F34B46-A373-79F16AA385AB A )!IIIIIIIF1111111\ 11111111111HIIIIIIll ON MasterS eN ices and Purchasing Agreement for Customer FUSUS Appendix 1 Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access and use FasusONE Real Time Interoperability Solution services to for the purpose of viewing and managing Customer Content. Some Customer content contained in Axon’s Evidence.com may not be accessibleor transferable to the FUSUS cloud services. 2.Product Limits. The following limitations apply to the below products: Lite 1 Basic 1 0 150 4500 IOTB 30TB Total Number of Managed End Points Max Number of Video Streams Connected Indefinite Cloud Storage Overages may result in additional fees or the need to upgrade products. 3.Disclaimer. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third-Party Components") are the sole and exclusive responsibility of Customer, and that Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services. 4.Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and may not be distributed by Axon to any third parties outside of the Customer’s organization without the Customer’s expressed written consent. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 30 of 43 Docusign Envelope ID: CAE65AI 0-96F3dIB46-A373-79F16AA385AB II111} A )!II11IIIIIIIII111\ IIIIIIIII/tON Master Sew ices and Purchasing Agreement for Customer Axon Channel Services Appendix This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote. 1. Definitions. 1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work. 1.2. 1.3. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System. "Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System. 2.Scope. Customer currently has a third-party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer’s third-party data into an Axon Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy. 3.Chanqes. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 4.Purpose and Use. Customer is responsible for verifying Customer has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW. For Active Channels, Customer is responsible for any changes to a third-party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees. An Axon Field Engineer may require access to Customer’s network and systems to perform the Services described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer 5.Project Management. Axon will assign a Project Manager to work closely with Customer’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. 6. 7 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner. Monitoring. Axon may monitor Customer's use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure from Axon Customer’s use of channel services. 8.Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer: 8.1 . 8.2. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access); Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services); 8.3. 8.4. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services; Ensure all appropriate data backups are performed; 8.5. 8.6. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon to perform the Channel Services; Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and 8.7.Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 31 of 43 Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB A /IIII11IIIIII11111\ 1111111111H( 0 1\I Master SeN ices and Purchasing Agreement for Customer and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services). Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 32 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A )!IIIIIIIF1111111\ IIIIIIII111HIIIIIIt ON Master SeN ices and Purchasing Agreement for Customer VIEVU Data Migration Appendix This Appendix applies if Customer purchases Migration services, as set forth on the Quote. 1.Scope. Customer currently has legacy data in the VIEVU solution from which Customer desires to move to Axon Evidence. Axon will work with Customer to copy legacy data from the VIEVU solution into Axon Evidence ("Migration"). Before Migration, Customer and Axon will work together to develop a Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration will require the availability of Customer resources. Such resources will be identified in the SOW. On-site support during Migration is not required. Upon Customer’s request, Axon will provide on-site support for an additional fee. Any request for on-site support will need to be pre- scheduled and is subject to Axon’s resource availability. 1.1. A small amount of unexposed data related to system information will not be migrated from the VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before Migration and provided to Customer. The Migration SOW will provide further detail. 2. 3. 4. 5. 6. Changes. Axon is only responsible to perform the Services described in this Appendix and Migration SOW. Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. Project Management. Axon will assign a Project Manager to work closely with Customer’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget. Downtime. There may be downtime during the Migration. The duration of the downtime will depend on the amount of data that Customer is migrating. Axon will work with Customer to minimize any downtime. Any VIEVU mobile application will need to be disabled upon Migration. Functionality Changes. Due to device differences between the VIEVU solution and the Axon’s Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to be displayed the same way in the user interface after Migration. Acceptance. Once the Migration is complete, Axon will notify Customer and provide an acceptance form. Customer is responsible for verifying that the scope of the project has been completed and all necessary data is migrated correctly and retained per Customer policy. Customer will have ninety (90) days to provide Axon acceptance that the Migration was successful, or Axon will deem the Migration accepted. 6.1 .In the event Customer does not accept the Migration, Customer agrees to notify Axon within a reasonable time. Customer also agrees to allow Axon a reasonable time to resolve any issue. In the event Customer does not provide Axon with a written rejection of the Migration during these ninety (90) days, Customer may be charged for additional monthly storage costs. After Customer provides acceptance of the Migration, Axon will delete all data from the VIEVU solution ninety (90) days after the Migration. 7. 8. 9. Post-Miqration. After Migration, the VIEVU solution may not be supported and updates may not be provided. Axon may end of life the VIEVU solution in the future. If Customer elects to maintain data within the VIEVU solution, Axon will provide Customer ninety (90) days’ notice before ending support for the VIEVU solution. Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner. Monitorinq. Axon may monitor Customer’s use of Migration to ensure quality, improve Axon Devices and Services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement. Customer agrees not to interfere with such monitoring or obscure Customer’s use of Migration from Axon. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 33 of 43 Docusign Envelope ID: CAE65AI 0-96F32IB46-A373-79F16AA385AB A AXON M,,t,rS,,„i,,,,ndP„„h,,ingAg„,m,ntf,,C„,t,m„ 10. Axon Technical Account Manager Appendix This Appendix applies if Axon Support Engineer services are included on the Quote. 1. Axon Technical Account Manager Payment. Axon will invoice for Axon Technical Account Manager ("TAM") services, as outlined in the Quote, when the TAM commences work on-site at Customer. 2.Full-Time TAM Scope of Services. 2.1. A Full-Time TAM will work on-site four (4) days per week, unless an alternate schedule or reporting location is mutually agreed upon by Axon and Customer. 2.2. Customer’s Axon sales representative and Axon’s Customer Success team will work with Customer to define its support needs and ensure the Full-Time TAM has skills to align with those needs. There may be up to a six- (6-) month waiting period before the Full-Time TAM can work on-site, depending upon Customer’s needs and availability of a Full-Time TAM. 2.3. The purchase of Full-Time TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer, and Customer is current on all payments for the Full-Time TAM Service. 2.4.The Full-Time TAM Service options are listed below: Ongoing System Set-up and Configuration Assisting with assigning cameras and registering docks Maintaining Customer’s Axon Evidence account Connecting Customer to "Early Access" programs for new devices Account Maintenance Conducting on-site training on new features and devices for Customer leadership team(s) Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly meetings to cover current issues and program status Data Analysis Providing on-demand Axon usage data to identify trends and insights for improving daily workflows Comparing Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Direct Support Providing on-site, Tier 1 and Tier 2 (as defined in Axon's Service Level Agreement) technical support for Axon Devices Proactively monitoring the health of Axon equipment Creating and monitoring RMAs on-site Providing Axon app support Monitoring and testing new firmware and workflows before they are released to Customer’s production environment Customer Advocacy Coordinating bi-annual voice of customer meetings with Axon’s Device Management team Recording and tracking Customer feature requests and major bugs 3.Regional TAM Scope of Services 3.1 .A Regional TAM will work on-site for three (3) consecutive days per quarter. Customer must schedule the on- site days at least two (2) weeks in advance. The Regional TAM will also be available by phone and email during regular business hours up to eight (8) hours per week. 3.2. 3.3. There may be up to a six- (6-) month waiting period before Axon assigns a Regional TAM to Customer, depending upon the availability of a Regional TAM. The purchase of Regional TAM Services includes two (2) complimentary Axon Accelerate tickets per year of the Agreement, so long as the TAM has started work at Customer and Customer is current on all payments for the Regional TAM Service. 3.4.The Regional TAM service options are listed below: Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 34 of 43 Docusign Envelope ID: CAE65AI 0-96F3dIB46-A373-79F16AA385AB A AXON Master Services and Purchasing Agreement for Customer Account Maintenance Conducting remote training on new features and devices for Customer’s leadership Thoroughly documenting issues and workflows and suggesting new workflows to improve the effectiveness of the Axon program Conducting weekly conference calls to cover current issues and program status Visiting Customer quarterly (up to 3 consecutive days) to perform a quarterly business review, discuss Customer’s goals for your Axon program, and continue to ensure a successful deployment of Axon Devices Direct Support Providing remote, Tier 1 and Tier 2 (As defined Axon's Service Level Agreement) technical support for Axon Devices Creating and monitoring RM As remotely Data Analysis Providing quarterly Axon usage data to identify trends and program efficiency opportunities Comparing an Customer's Axon usage and trends to peers to establish best practices Proactively monitoring the health of Axon equipment and coordinating returns when needed Customer Advocacy Coordinating bi-yearly Voice of Customer meetings with Device Management team Recording and tracking Customer feature requests and major bugs 4. 5 Out of Scope Services. The TAM is responsible to perform only the Services described in this Appendix. Any additional Services discussed or implied that are not defined explicitly in this Appendix will be considered out of the scope TAM Leave Time. The TAM will be allowed up seven (7) days of sick leave and up to fifteen (15) days of vacation Mper each calendar year. The TAM will work with Customer to coordinate any time off and will provide Customer with at least two (2) weeks’ notice before utilizing any vacation days. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date : 4/1/2024 Page 35 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A AXON MasterS,,„i,,,,nd P„„h,,ing Ag„,m,nt f,,C„,t,m„ Axon Investigate Appendix If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply. 1 License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software and governed by the terms of this Agreement. 2.Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software. 3 Restrictions on Use. Customer may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or otherwise transfer Customer's rights to or to use the Software. Any rights not granted are reserved to Axon. 4 Term. For purchased perpetual Licenses only–excluding Licenses leased for a pre-determined period, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Customer fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre- determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Customer. 5.Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use. 6.Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server. 7.Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Customer agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Customer's computer or computer system, Customer agrees not to access such media for the purpose of recovering the Software or online Software Documentation. 8.Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce's Table of Denials. 9. U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date : 4/1/2024 Page 36 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A I111} A )!IIIIIIIF1111111\ 1111111111hIt ON MasterS eN ices and Purchasing Agreement for Customer subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 37 of 43 Docusign Envelope ID: CAE65AI 0-96F3JIB46-A373-79F16AA385AB A AXON M,,t„S,,„i,,,,ndP„rchasing Agreementbr Customer My90 Terms of Use Appendix Definitions 1.1. 1.2. 1.3. "My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon products. "Recipient Contact Information" means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback. "Customer Data" means 1.3.1. "My90 Customer Contenf’ which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non- Content Data. 1.3.2."My90 Non-Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non-Content Data does not include My90 Customer Content. 1.3.3. "Survey Response" which means survey recipients' response to My90 Survey. 1.4. "My90 Data" means 1.4.1."My90 SUIvey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90. 1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual. 1.5."Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person. 1.6."Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. 1.7. "Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership. 2.Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern 3. 4. IP address. Axon will not store survey respondents’ IP address. Customer Owns My90 Customer Content. Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion: 21 Release Date: 4/1/2024 Page 38 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB J A y!I111IIIIIIIII111\ 11111111111HI11:ION Master Sew ices and Purchasing Agreement for Customer 5. 6. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified in Schedule 1 Details of the Processing, to this Appendix. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting. 7.Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/leqal/mWOprivacvpolicy. Customer agrees to allow Axon access to My90 Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products. 8.Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the country Customer is based. Ownership of My90 Customer Content remains with Customer. 9.Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law. 10. Data Sharinq. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below: 10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer. 10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual. 11.License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data. 12. Customer Use of Aqgreqated Survey Response. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose. 13.Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request. 14.Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 39 of 43 Docusign Envelope ID: CAE65AI 0-96F3JtB46-A373-79F16AA385AB A AXON M,,t„S,„,i,,,,„dP„„h,,i„gAg„,m,„tf,,C„,t,m„ shall not respond to such requests, complaints, or communications, unless Customer has given Axon written instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request. 15.Axon Evidence Partner Sharinq. If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon. Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon. 16.Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response. 17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response. 18. Managing Data Shared. Customer is responsible for: 18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams; 18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data; 18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon; 18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared. Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un-share previously shared My90 Customer Content; 19. Prior to enrollment in My90. Prior to enrolling in My90, Customer will: 19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations; 19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and 19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon. 20. Customer Responsibilities. Customer is responsible for: 20.1. ensuring no My90 Customer Content or Customer end user’s use of My90 Customer Content or My90 violates this Agreement or applicable laws; 20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and 20.3.maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to My90. Customer will also maintain the security of end usernames and passwords and security and access by end users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 40 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB IIIIII} A /IIIIIIIIF1111111\ IIIIIIIIII( ON MasterS eN ices and Purchasing Agreement for Customer immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if account information is lost or stolen. 21 .Suspension. Axon may temporarily suspend Customer's or any end user’s right to access or use any portion or all of My90 immediately upon notice, if Customer or end user’s use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement 22. Mv90 Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90; 22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same; 22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement; 22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90; 22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within My90; or 22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. Title: Master Services and Purchasing Agreement between Axon and Customer Department: LegalVersion : 21 Release Date: 4/1/2024 Page 41 of 43 Docusign Envelope ID: CAE65AI 0-96F32IB46-A373-79F16AA385AB A AXON M,,t,rS,,„i,,,,ndP„rchasing Agreement for C„,t,m,r Schedule 1- Details of the Processing 1.Nature and Purpose of the Processinq. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include: 1.1 Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates. Customer may designate members of the community, staff or officers from whom they would like to obtain feedback; 1.2. 1.3. 1.4. 1.5. Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or create their own; Distribution of survey via multiple distribution channels such as text message; Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response; Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals; 1.6.Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the SUIvey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available; 1.7.Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and 1.8.Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training. Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version : 21 Release Date: 4/1/2024 Page 42 of 43 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A AXON Master Services and Purchasing Agreement for Customer Axon Event Offer Appendix If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply: 1 General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix. 2.Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s) 3.Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements. If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements. 4. 5. 6 Assiqnabilitv. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations Title: Master Services and Purchasing Agreement between Axon and Customer Department: Legal Version: 21 Release Date: 4/1/2024 Page 43 of 43 Docusign Envelope ID: CAE65AI 0-96F3zIB46-A373-79F16AA385AB Axon Enterprise, Inc. 17800 N 85th St, Scottsdale. Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1,800,978,2737 Denton Police Department, Below is the combined payment summary for the following quotes: • Q-547151 • Q-547232 Payment Date December 2024 December 2025 December 2026 December 2027 December 2028 Total Subtotal $1,000,000.00 $1 ,894,650.02 $1 ,894,650.02 $1 ,894,650.02 $1 ,894,650.02 $8,578,600.08 Tax* §O.00 $0.00 $0.00 $0.00 $0.00 $0.00 Total $1 ,000,000.00 $1 ,894,650.02 $1 ,894,650.02 $1,d94,650.02 $1 ,894,650.02 $8,578,600.08 *Tax is estimated based on rates applicable at the date of quote and subject to change at the time of invoicing. 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UiI ’al iiI i& til a T& :N ’N a :& :iI :& 83 & !a iiI ;aqF :qF !qF IqF LqP qF I'F I'F FqP r IP }•F :0 O O !0 EO ;0 o o ;0 iN 5 R - - - - P iN a b :b g ;8 o ai ! ! i. i : iE! ! ! ! !: := ;= iSy ! ! ! !b ! ! !y ; } } { iF iF F iE ! ! ! ! r ! ! ! ! ! ! ! ! : g : : : : : : ! ! ! i g g ! ! ! ! i ! i i § g g g iF g g :i ;i ii g g g g g g g Eg : i g g g g g :b B L lv lo !b : 9 tb :8 iv in !8 8 + L iv ko ir iT ! r ; CD ICD ex> ir ir ir rICE> CD x– r C=> <=> C=> aDj gEE an < 1000a) g 10r LLa)b d)ba) < cbii'+ &LL COa)6i CO 111 <C) A a)al0 T) >C LU Ca) 'a/3O0a = '= := f= ’= =:) ':) D 1:) ;:3 .D QC ,QC ,QC a( n( OC = '= := '= }= =LULU LULU LULU L =L L ,a in a ;= = = '= = ==D .D 3 :D 13 ,D= = = := := 1=LU LLI LLILLl’LLI LU nc ncn£'Q£ QC OCaLan an g;g'gjgtg 'gi, i,LL,,g gjg iiLa ata :a LED 3 3 ,DiD ;D L L naia a g ; E! !! : !! !! !i : : 1 % g g g g g g g ! g g : g = lg O O O QOQQ'Q ;a Q'Q'O in 0 O O O O .g b b .tb ,Eb Ebb is is 's g g g its Ebb :Eb iES :b m LL ILL LL IL U_ LL J J J _J I_._I J LL in LL IW, :LL LL g a) y y :y y y y :y :y :y '!3 iU i!I y y y ;y :y =y g g : : 5 S : : : : : : 1 : : : i : : : i i : o i<=> :o !<=> :o 'o•P •P qP o -o o :o Eo :o b a)a) eua iXU=+r gB 8888 Is SJ Fara IEila 8g A 8 8 8 : 8 : 8 : 8 : 8 i 8 : 8 8 : 8 : 8t---- dOdd d d + d ;d Q d d- aaa+ a+ 09 as a9 a9 on a9 aaF a+ §§ :8 :6 $ 8 8; 8iF; 8 IB 8 ;§3=giggg gig ! i} IEB :g :i ::$b y ;; = g a; g- - - ' .= " = '; = ;= '';~ - !- R * - - ' $:g f gEE- ~a OC g Bq g 8 a 9 : :8 y :Eg .g ;g LU(9a E <( C) 0( bZC) i( gE: EE HI>CD g E ;g in3a LLI : i b-1In Z g g; i Z0F-Z Laa 111 C/)Z LUO --J -0 LL:C) LLIa ea ggon < LO 00a) § CO 11a)b d)ba) < cbiiqr & LL COa)6iCO LU<(O a O a a)al0 a) >C LU Ca)a3 0 b >- nc0V C) 3[ LU 0CO b > De0bZ C) = LU-P0CO 7) £ El EZ g : g : § g : Paji-gI! gg g§§§ cn 00 b := ?r\I -LOk A = :8 !== =R R :=S := = :a B -8 B -89e£) gEE 88& ; IF '8b•P inea a)aal ann (aC)a-1 a q CD Iraj g : g a) a) a) a) ;li li li iE ; } } { } ? i } ; ! ! ! igi££ ; BiZ! !!g g g Sg ; ! ! ! ! , ; ! i ! ! ; E :e = = B :B ;B aa aa V V O ;0 ! ! ! ! ! ! ! ! ! ! ! ! ! i += i = ’= : +x }= +=I SS 8 % %EE EE E nL-=L£ L-EL-ILe Baan R g :E E :in E :E= aD a)a)euah r i :n jn g jg : jg g ; gnHi =b IB 8 8 .g gF8 R =$ ;PIg ool8 yRdd cd aj x= uS Nai cdd :deS (\iHa) v} B ; 88:Fg:t8'gjen eng :8(\i ’x-- O)- (\i ---;K)- 'a> : 'O- :+x- a> a>'qr . ; .s– :+ea i ;a+ ! ! O in 88 ,g = 8 g= =g F= g 8 8 ='h E !E3 :8 g : E g E g g :B :B g g &j gigs\jg if :+> gis- o: 8 8 8 8 : 8 8 8 8 8 8 8 8 ; 8 H 888 B :; 88 B 888 B iS g en ba uS iN10 -1'P'rbqF10d ! 10 =g gig:ggli§g:is 8 jg = $8 g gjg:g 88 g ,a E : :8 :8 gH :n : En gn gH : Bn g :E3 : :E2 g 1 g ia ; !cI :T: iof el :x= :a a9 ! d :+ g qP BB 3883 ;! SR ; eg 88 syn in R jn g = = :y y e N - N iR Eqg 8 1iHr) : y ! qRt :F :R e g g IiN IF 1EN R 83g 2 : 8 L S gi :HEiR gLEE HE& Ea ;o} in ! Q : 8 ; E i $ { !!; } : n ;( - itJig ;g I on <LO00a) §10 LLa)b &bF) $ COsr onIa)LL COa)6 <O 0 e LUea) 3 n g O0a CO LU r <LO a)f) a iE qr ig g Bk gggggggg§§§g§; H g g g g g L B ! ! ! ! ! :b a a) a)a)caa R g g I-B be>:>>;>-.>-ig§§§ §§§§3§ Ig;gg:gj:l§lkllllkll: g g : i ? i Fg !! ! ; g :r ! ! !ba gr uS frI10 qqr10rb Fi dJ 6888A 8 gg 8ooBe i i :8 8 :a88 tg 8 geD 8 h( J iB11 g -q&O( 8 OF e Bug e ! ! I : { : :F : n g ii gK) 00 Cr) §10 LLa)b &ba) < cdq onI Cr)LL COa)d aLO COIiI <C) a a)al0 T) >C LU C0) '8/3 C)0a Etb- 6 c/) c/) jgggggg§,g; igjgi aHe a)a) caa R & 3> ghg) :giF) g+ + 3 S E : ugE soLa> e +B 'gJQ3in a)in CSa)fl Tda) ala CS a)JQlaSa= in2CSC) iFin i•a)C)aa+=Fh Ea)Xa)XcaUUP ca &hMn• laC CD a)a)O :a) C/) L=a) C/) CD= a)I a C/)E a)E t) C0ObH0 I g a)£ C •=•==J a) L-a anHl = 0 B On01 C0>a€ g g B) nB 0+B Ha uSal1010sr qb10rb8 C) ! jjB B) ES 38 ne i B ) gS IBj ) a(i) = =0 lgg Pg Lg oc 8) E £l g ': a) A BfcncHO :g g ! g 8 E gg! B =g g cca) UlC C)a >C bHa a)ErTaUg eu a)a)a CS= C)a+B anR C)a)LT3 UllaC eu a)aUgaa OF U=a8 eula U=B eua) rDcaC)aa euina)Unica•- a)Ea)g) < C/) hB 0C)la a) a) a)ag) +1 >, JO Lh== OC +1 I R 1 ( 8) CDA b+0 C0 a C COtri Ej £ 0 C/)C0 hDC0OlaC CD U) EL-a) = b- a)a)a C/)da a)a)aalS,-a)+Pa LU C0aon <U) COa) g CO LLa)b d)ba) < (b'+ on 'Va)LL 10a)6 ain(9 LU <C) rt a)al0 T) >a LUaa) a)3 C)0a +1 < ,nhUP (a)Ea) g) gE)a)C '8/caE E)3alaC CD CDa)C) -Ea) cr) S==a) a) CD= C0 >< laa) al0C) La0 e C/)C0alaC0C) laC CD C/)ELa)F- IE CDlaC CD+f C/) C/) ZX <F Cr)a\I(\a O qP C:)qP +1iF ai 30C/) aH,HIC) CDBr I0O Caa) >0a) aCa) Ca) Ea)ga)<a)C 'a/ CD£ [>3L ea laa)in eu JQ laa)UnIis Er=rina) in >< eub V) ga)b-b a)C)C CD a) +al C)C)< a)C'3a >C a a Uni &n, a q)a) \ a He CS FI' < LUO COC0=lala CDC +13a) g) > COEaC) (3 a)3 (a > E CDIn-a)9el a)£+1 bH0C0 lh=F CDC)iFla0E C +a 3a)g) 'g2 CDla C/)Ia==I C a)a)C CD£C)>C< a)>0JOca a)laC3 L- b uSal10tn'\j to ga gr qP HP laa)U) CD£ E)3al a> B IE CDE a)O aa) L-(a L=£HbBCa) E ca L- V) Ea) laga) > a) CO rLf)enX===P b+0 PPlaa)L=C)baC/)C CDL-B+a)Z CDa)C>alal CD U) C0a anUPca£+ a)a)L-a) CD C/)a) hE CDal a)£F- q 00qr L- a==B £ a) +1 o6 la Cr = C3 3 JOla (aal e a)03 a) L= a FI CD CO000a)00Cr)dlaC CD bLO COCOa)Cr)Ia Na) Cr)Vbal Ia LO(0000Cr)a\Ia U) a)0a laa) +P-=-•nl X=UP +n•Hl 3 CD5 +==1 CDC8)E0 #P=-••ql C/)Xb=,UPt) CDq+1C0Oa)C n==1:cr) ><a) V)CD£ >,OCa)a)< C/) f/2C30E CDa)C B0 B a)£ a E C a) C C C/) +1 'ruukHI 8 n L- C =b=1 +1 hDgC)> < al bb- C 0 aC a) >, CDal 0al3 C a> C 0O a) CD 1)03cr C/) ( C laa) a) .C)SS39+OrOViCE .Q eg 8 =g g BS =i:!!!! =g{>gE:/?B8 (UCI)8: TB 'g%I) g)B \+ a> LaB(DE Fu; ::::: E JOnDOI>cl 2 a83a ROtHSS)88r a C/)C0 0 C/)C0: riala)C) >< LLI : •laC0C) laC(a U)ELu a)F- IE CDIDC ca+C/) + LfSC\I0a\I\I F0 \b nO qP > nUn_ a) HEa) on g 00 g 11a)b d)Na) < qbVfriqr &LL COa)6i CO LU <C) a a)al0a >C LLI Ca)a3 C)0a OJ CO C-)a)10 LO 0 qPC\I 3 qPV09 00000 C/) Z as a,IUbUr nUnnX== I bLOCOCOa)Cr)Ia O\ICr)aJbqrLOIa JC+glaa)C'8 E0O a)JO = B a)33OF C/)£F- C/)=••n•lO }# b b N00 LfS00b en I nUn_ a) X=M0r Cr)al0a,I \bbr NLO CO10 Cr)Ia a)Cr) COF CO LOa)GIT I qFal0 OJ LO nUn_ \n\. CO000a)00Cr)Ia 00F Fa) CONF GeE IVOJ0(\1 b -bbr SUn. qra)a)0000Cr)Ia 00 ( 1)0LO ben I qral0aubn-bFq--U.r 00a,ICr)LOa)LOIa 00CO a\ia) LO 00'CO'r=asI qra\I0al Un-enN 0 I qP K) CO 00a) U-hH_ I aaa It :e WB'– O g)£ al'P a)a)eua b ! uSaltn10VqP10qHb Fr!d la a)Ca) a) a)+caa on S COa) :qF LLa)bd)ba) < cd -+ on '1a)LL COa)6i COIiI <O n a)al0 g)C LUea) a/3 C)0a a) (a qP a)a) ah3B aS) N c/) S a)L b-a ! trSalK)tr)q(\I CP)alb rEa Bb LPa L,.0'rr La 'al La g3a y !a CD go10a 8 ba al1010 -Vala) jNJ li{d g trS dcaaJa b00qPa)0 00-00OJen 8 a)LOF= C=>g qFen (aELU t : ac Wac El :( E LU El gE L-(a >! 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S bcg 66LZac l ; gb }co : ico ! ! ! br> E ; B: 81 IB\ pg Eg : a :E! g ; y : ! ! g i g : : : $ aqF iCq 03COi Li)N) }x–'O , e) } a):2 EB ;SJ iRii Bx– EN jN jNI x- Ena)b on g 00Cr) g b d)Na) < Q)6 a10 10IiI <O A a)al0 a) >e LU a) P LLa) cdq onV d)LL CO In e a/3 C)0a b-rd = LLIa0a LLI___1(9Z 0Oa) a LUJa #C) C/) qHftb-Z0 b-rd =LUa0 = LLIJ(9Za)aaa) etq= b-Z0a LU,Ja § C) a) laa) a 3 =C) CDaa) >l•e••IIn a) a) ! a) : a) & b !CII 'CD ,tII ' 3: gB g ! ! la la laCCC= = =on an on an JC :JC JCB 1888 : 8 did : J = = La La la la IIU gg ga) a) a)CCCa) a) a)ncaa aca)B a)E C) -Hron < 3an La CO laa)C) Cola <a) a)a)a la EIO 1IDa) a) a)000C ' C C e : : i<–( .<–( < in ilO :la888CCC9 gg Ea !! :: -qr ,-+ Iv ;qr ivon noon on an < < :< ,< < ,a) ia) to a) : a) a)a) ; a) a)acE a)1=10C) (a < 19CD C) CD <( 19(aO La <( € ;19 :# :#8 88 ,8 to icu ' Cgi to in a) a)IT> 7) 7)a) a) a)il meTa< !< !< !<( i b g B : : : E : g g g ; g g ESS gr SSr SS+H nine q=oo o666 ba uSal 10 -HErala> fJ8d g tn ia I i g KiKI g==qH60 g b b S S==qPO O O O i i ERR g _eg F 9 $ 1EIIIIIIIE) 1EIIIIIIIIn1 S 9 : 1EIv)E ; $ 5] ; : r g 888888:Ig bE22sa g(g(BB ;EI Et h g A I I+ 1 1+ 1 b ! ! ; ! ! ! ! ! ! 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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. Notwithstanding the foregoing, and except as provided in Section 17.2 below, Axon will consider any request for a modification to the number of licenses listed in Quote Q-547151 & Q-547232, provided that such modification is due to a reduction in the Agency's workforce and further provided that the number of licenses being modified are not under active contract at the time of modification. Any such modification shall be agreed to in writing by both parties and shall not result in a reduction of the total amount due to Axon under such Quote. Axon and Agency will work together in good faith to determine the quantity and type of substitute products. During the Subscription Term associated with Quote Q-547151 & Q-547232 and provided that Agency is current on all payments owed to Axon, Axon will: ) extend Agency the following prices associated with the corresponding product until December 31 ;t 2026: Product List Price # of Units Denton May Add at List Price (20% of total contracted number) 46 Monthly Or 1 Time Axon Body Camera 4 Bundle $849 1 Time Axon Body 4 Camera Multi Bay Dock $1638.90 6 5 44 1 Time Monthly Monthly Pro License Bundle $43.40 $352.06Officer Safety Plan 10 Premium Unlimited Premium $292.48 $254.57 3 28 23 23 46 Monthly MonthlyFleet 3 Advanced Evidence.com Basic License Axon Standards License $16.27 $10.85 $70.52 Monthly Monthly MonthlyDRAFT ONE - Al-ASSISTED REPORT WRITING All such additional goods or services, if any, will be subject to the terms of Quote Q-547151 & Q-547232 and will co- terminate with the Subscription Term associated with such quote, as applicable, unless otherwise agreed to by Agency and Axon in writing. Denton WILL BE responsible for TRUE UP hardware costs on some of the items listed below which is to make up for missed payments on hardware that’s cost is spread out of the term of the agreement. Agency may purchase products in addition to those set forth in Quote Q-547151 & Q-547232 pursuant to applicable Cooperative or State contracts during the Subscription Term associated with Quote Q-547151 & Q-547232 Docusign Envelope ID: CAE65AI 0-96F3J+B46-A373-79F16AA385AB STATEMENT OF WORK FOR THE IMPLEMENTATION OF AXON STANDARDS FOR DENTON POLICE DEPARTMENT ("SOW” ) Submitted By: Axon Enterprise, Inc. (Axon) 1 7800 North 85th Street Scottsdale, AZ 85255 A\ Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB 1.PROJECT OVERVIEW __._______________________________________________. 1 1.1 1.2 1.3 SOFIWARE......................................................................................................................... 1 DEFINrrlONS ..................................................................................................................... 1 OUTOFPROJECr SCOPE ...................................................................................................... 2 28 PROFESSIONAL SERVICES......................,..................................................................... 4 2.1 2.2 2.3 2.4 2.5 GENERAL............................................................................................................................ 4 REPORTING AND DATAgrORE ............................................................................................. 4 READINESS ........................................................................................................................ 4 TRAINING .......................................................................................................................... 4 GO-LIVE............................................................................................................................. 6 3. DATA CONVERSION...............................,...................................................................... 7 3.1 3.2 3.3 3.4 3.5 DESCRIPTION OF ROLES AND RESPONSIBILrrES BFIWEEN THE AGENCY AND AXON . .............. 7 AGENCY DATA CONVERSIONS.............................................................................................. 8 DATA CONVERSION SPECIFICATIONS .................................................................................. 8 LEGACY SOFrWARE UPDATES.............................................................................................. 9 GO-LIVE CONTINGENCY....................................................................................................... 9 4. GIS........................................................................................................................... 10 4.1 4.2 4.3 4.4 4.5 4.6 4.7 OVERVIEW ....................................................................................................................... 10 GISTERMINOLOGY............................................................................................................ 10 AXON GIS COMPONENTS AND ARCHrrECrURE .................................................................. 12 GIS REQUEgr FLOW .......................................................................................................... 12 GIS REQUIRED LAYERS...................................................................................................... 12 GIS OPTIONAL LAYERS...................................................................................................... 13 GIS LAYER EXAMPLES ........................................................................................................ 13 5. PROJECT MANAGEMENT 14 5.1 5.2 5.3 5.4 5.5 MANAGEMENT RESOURCES .............................................................................................. 14 REQUIREMENTS PLANNING ............................................................................................... 14 CHANGE CONTROL ........................................................................................................... 14 PROJECr MErHODOLOGY .................................................................................................. 14 MiLEgrONE COMPLEriON REPORT (MCR) .......................................................................... 14 6. AGENCYCOMMITMENTS............................................................,.......,..,....................... 16 7.SUPPORT _______________________________________________________.. 17 8. TERMS AND CONDITIONS.................................................,__._._......,.___..................... 18 ATTACHMENT A - MILESTONE COMPLETION REPORT (MCR) .................................................. 19 ArrACHMENT B - PROJECT CHANGE ORDER _______________________________.____. 20 Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB A\ PROJECT OVERVIEW Axon Standards is a cloud- native software solution provided as a SaaS subscription. 1.1 SOFTWARE The software detailed in this SOW includes, but is not limited to, the listed functionality: Use of Force Vehicle Pursuit Vehicle Collision Internal Complaint Attachments Restrictions Redactions Internal Affairs Investigative Case Management Configurable Forms and Fields Citizen Complaint Use of Force Analytics Early Intervention ( EIS) AXON STANDARDS 1.2 DEFINITIONS TERIVI DEFINITION PARTIES Agency End-Users Professional Services SYSTEMS Axon Systems als IVIDC Denton Police Department who is identified within this SOW Specific agency groups using the system The services that Axon provides within the scope of this SOW Software solutions and agency-specific integrations developed by Axon The Federal Bureau of Investigation’s criminal justice information system Mobile data computer – a device associated within a vehicle or other mobile unit The database Axon provides allowing the agency to query data The software solution being implemented as part of this SOW The operational environment where the product is accessed The pre-production environment where all Axon-specific development, configuration, FAT, U AT, and training take place An online portal provided by Axon where issues identified are entered and triaged DataStore Product Production Environment Training Environment Service Portal Version 1.23 1 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ PROJECT & MILESTONES Project Scope of this SOW as defined by the work to be completed described herein Project Change Order (PCO)Change order form outlined in Attachment B to be executed between Axon and the agency if a material change in scope is required for this SOW Milestone Event that constitutes completion of work as listed in Attachment A Milestone Completion Report The report outlined in Attachment A to be executed at key milestones between agency and Axon to approve completion of project phases Requirements Phase Requirements gathering and confirmation occurs during this phase. Confirmed requirements feed the sprint phase, and sprints are designed around what can and cannot be accomplished given time and resource constraints on both Axon and the agency’s sides. Configuration Phase Project phase encompassing iterative development through sprints. Integrations and workflows are developed and deployed during this phase. The agency forms are also configured during this phase. Sprint A period during the configuration phase of the project (typically 2-3 weeks) where specific pieces of functionality are built, configured, and delivered. Sprint Review Signifies the end of the sprint where Axon showcases what was built, configured, and delivered. These items are then deemed ready for FAT and UAT Go-Live Cutover End-users are activated, and the agency is actively using the product Successful implementation of interfaces, data conversion, and NIBRS state and federal certification Third-Party Products and Services Software, hardware, and services that are not owned by Axon but are being provided by Axon for this project as listed in Attachment C ACCEPTANCE Blocker Issue impacting 50% or more users Functional Acceptance Testing I Testing the functionality of the system as configured for the agency ( FAT) Integration Acceptance Testing Scheduled events for testing of each integration point and associated functionality in collaboration with the agency and the agency’s vendors User Acceptance Testing (UAT) I Testing the functionality of the system as configured for the agency from an end-user’s perspective 1.3 OUT OF PROJECT SCOPE Axon is only responsible for performing the professional services described within this SOW. Any additional professional services that are not defined explicitly by this SOW shall be done so through a Project Change Order. The following are considered outside the scope of this project : Version 1.23 2 Docusign Envelope ID: CAE65AI O-96F32IB46-A373-79F16AA385AB A\ Administration, management, or support of any internal city, county, state, federal, or agency IT network or infrastructure Changes made by the agency or the agency’s vendors after the Interface Requirements Documentation has been accepted Third- party products and services costs related to the vendors or agency’s side of the integration Changes made by the agency after configuration is complete Version 1.23 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ PROFESSIONAL SERVICES 2.1 GENERAL The agency provides a master charge table that Axon loads. Axon provides the appropriate structure to the agency. 2.2 REPORTING AND DATAS TORE Axon configures and make available to the agency a read- only MS SQL Data Store containing all field and form data from the Axon Suite that allows the agency to utilize available data for reporting and analytical purposes. Axon provides the agency with a data dictionary and/ or other appropriate documentation. If Axon provides reports for specific purposes as indicated, it is the responsibility of the agency to maintain them after Go- Live. 2.3 READINESS b Axon works in partnership with the agency to determine readiness by conducting functional testing and an end-to-end system review. The Axon program manager and the agency project manager work closely together to plan and execute readiness scenarios. Axon conducts functional acceptance testing via use cases approved by Axon and the agency. All issues discovered during and after training are entered into the service portal for triage and follow- up. 2.4 TRAINING Axon works with the agency to identify the agency trainers receiving instruction on the Axon Records, Standards, and/or Dispatch products. Axon provides a training guide that outlines the covered topics, intended audience, facility needs, and duration of the training. F 0 R M AT Axon provides the agency with all the necessary training materials and digital assets to facilitate any of the training formats listed below. Version 1.23 4 Docusign Envelope ID: CAE65AI 0-96F3'+B46-A373-79F16AA385AB A\ Training sessions are conducted in an environment containing necessary configurations, forms, and workflows. Any additional training beyond the default method (Tier 1 ) is subject to adjustments in pricing. Contact your sales representative for more information. It is the responsibility of the agency to deliver and update the training materials to include agency policies and procedures. TIER 1 : TRAIN THE TRAINER ( DEFAULT ) Axon trains the agency’s recommended users ( no more than 12 depending on the size of the agency) in full system functionality. This is typically the agency’s trainers, or training academy/ FTO staff. The agency’s trainers are responsible for training all agency end users. Axon provides all training materials for successful training and assists the agency’s trainers in creating the course and training schedule. TIER 2 : HYBRID TRAINING Includes everything in Tier 1, and Axon trainers continue to support ( on - site or remote) for an additional week to provide support to the agency trainers. TIER 3 : END USER TRAINING Axon trains all end users in role- specific system functionality on- site with instructor- led training facilitated by Axon trainers. SCHEDULE : The training plan contains an agreed- upon schedule that makes efficient use of time and resources to avoid undue staffing impacts on the agency. Training sessions occur after the User Acceptance Testing has been successfully completed and documented . Training sessions provided by Axon are conducted on consecutive weekdays (Tuesday- Friday) during normal business hours (9am- 6pm with an hour break in between sessions) . Training sessions required past the agreed- upon schedule in the training plan, regardless of delivery method, are the responsibility of the agency, unless agreed upon previously by the project team and training team management. Version 1.23 Docusign Envelope ID: CAE65A10-96F34B46-A373-79F16AA385AB A\ 2.5 GO-LIVE Axon works in partnership with the agency to build, coordinate, and execute a Go- Live plan to ensure successful system acceptance. Axon coordinates the Go- Live event. Version 1.23 Docusign Envelope ID: CAE65AI 0-96F3-+B46-A373-79F16AA385AB A\ DATA CONVERSION Axon implements a structured methodology for converting data from the agency’s legacy system to the product. The agency is responsible for providing Axon with extracted data in a format that can be used by Axon for import. The preferred method for delivering legacy data to Axon is by using the Microsoft Data Migration Assistant . The next best method is for the agency to send the data in .bacpac file format to Axon. If neither method is available, a direct query through the Microsoft Self Hosted Integration Runtime ( SHIRt) can be used Axon queries the data to identify completeness, missing values, and other measures of data integrity across records and provides the agency with detailed findings. The agency may or may not elect to process the data further to address completeness or may have Axon move forward with the conversion process The data and operational expertise of the agency’s staff are necessary for questions that arise. Thus, it is critical that a member of the agency’s team be available to support the data conversion portion of the project. This process is considered complete once the last set of data has been converted and available within the product and the agency has confirmed validation of the converted data. Axon does not provide ongoing maintenance of the converted data. 3.1 DESCRIPTION OF ROLES AND RESPONSIBILITES BETWEEN THE AGENCY AND AXON : The agency should be prepared to: I i I I i I I Provide a subject- matter expert (SME) and provide availability for consultation throughout the project. Facilitate meetings with all third- party system vendors where data conversion is necessary, as required by Axon. Extract and provide the data to Axon in an agreed- upon format. Address data quality by the agency prior to provisioning to Axon. Minimize the amount of business logic and file processing prior to conversion where possible. Provide a data dictionary to define all elements of the legacy data. Provide an entity relationship diagram of the legacy database, if available. Version 1.23 7 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ Collaborate with Axon to map the data from the legacy data structures and formats into the product. Data conversion and data conversion reviews are critical to success. Throughout the data conversion, requirements planning, and review process, the agency project team and Axon data conversion project resource work closely together to ensure success. 3.2 AGENCY DATA CONVERSIONS 121 322 IA Pro / Blue Team I Standards Data Conversion : Axon will convert legacy data from IA Pro / Blue Team into Axon Standards. Guardian Tracking I Standards Data Conversion : Axon will convert legacy data from Guardian Tracking into Axon Standards. Guardian Tracking is used by the Dispatchers to record commendations, complaints, training, etc 3.3 DATA CONVERSION SPECIFICATIONS The following checked items will be converted as part of the data conversion activities for this module. Preliminary issues identified with the data are listed in the conversion notes. Note: Please provide a screen shot of the below checked items and number the fields on the screen shot accordingly. This aids Axon in locating the desired fields your agency wishes to convert from your current Standards/ Use of Force module/ s. STANDARDS DATA CONVERSION : STANDARDS MODULES FIELD CONVERSION FIELD / ATTACHFVI ENT ATTACHMENT ONLY IIng::IEXUS:XSIiS INCIDENT INTERNAL AFFAIRS ATTACHMENT USE OF FORCE REPORT USE OF FORCE ATTACHMENTS Version 1.23 8 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB X The conversion process imports master index records as part of the incidents, supplements, or use of force reports that are being converted into the Axon system. 3.4 LEGACY SOFTWARE UPDATES During the data conversion process, Axon builds rules to govern the mapping of data from your legacy database into the Axon Standards. If your legacy vendor changes your legacy database structure during the data conversion project, the accuracy of the data conversion coutd be compromised . 3.5 GO -LIVE CONTINGENCY The agency may Go- Live before the data conversion is complete. This does not relieve Axon from completing the data conversion, but the agency is charged upon using the software Version 1.23 Docusign Envelope ID: CAE65AI 0-96F3zIB46-A373-79F16AA385AB A\ 4.1 OVERVIEW Axon incorporates a multi-tenant, Axon- hosted ArcGIS Enterprise instance for certain GIS functions along with our existing ArcGIS Online solution. This new infrastructure meets our customers’ stringent requirements for high availability GIS data in mission -critical uses. 4.2 GIS TERIVIINOLOGY Feature Layer: A single map layer that can be created from a Map Service or Feature Service, ArcGIS Online or ArcGIS Enterprise portal items, or from an array of client -side features. The layer can be either a spatial (has geographic features) or non- spatial (table). 0 a ArcGIS Online (Uses Axon- hosted as backup) VECTOR TILE MAPS ArcGIS Online' s AWS CloudFront architecture is fast and reliable SATELLITE IMAGERY ArcGIS Online ArcGIS Online' s AWS CloudFront architecture is fast and reliable Axon routing service has higher availability and offers an SLA Axon routing service has lower latency, higher availability, and offers an SLA Axon routing service has lower latency, higher availability, and offers an SLA For customers without ArcGIS Online account, customer provides layer files to Axon, and Axon hosts in Axon' s ArcGIS Online account, and owns and manages layer URL Customer hosts ( and controls) layer content in their own ArcGIS Online account, and provides layer URL and an Access Key to Axon Customers provides layer files to Axon, and Axon hosts layers in Axon' s ArcGIS Enterprise deployment, and owns and ROUTING SERVICE Axon ArcGIS Enterprise ADDRESS SUGGESTION SERVICE Axon ArcGIS Enterprise GEOLOCATION SERVICES Axon ArcGIS Enterprise Axon' s ArcGIS Online account CUSTOMER FEATURE LAYERS Customer ArcGIS Online account Axon ArcGIS Enterprise ( not supported yet) Version 1.23 K) Docusign Envelope ID: CAE65AI 0-96F3-+B46-A373-79F16AA385AB A\ manages layer URLs. Axon validates that the feature layer is safe to publish and optimized . See the guide on this feature for more details. Customer hosts ( and controls) layer content on their own web server, provides layer URL to Axon . Axon monitors customer web server to assess availability and make recommendation to customer about its suitability for hosting layers in mission critical applications like CAD and RMS. Customer web server ( not supported yet) Geocoding: Also called address geocod ing, this is the process of taking a text- based description of a location, such as an address or the name of a place, and returning geographic coordinates, frequently latitude/ longitude pair, to identify a location on the Earth's surface. I Reverse Geocoding: A process that converts geographic coordinates to a description of a location, usually the name of a place or an addressable location . Geocoding relies on a computer representation of address points, the street / road network, together with postal and administrative boundaries. Routing: Routing services allow you to perform several types of spatial analysis on transportation networks, such as finding the best route across a city, finding the closest emergency vehicle or facility, identifying a service area around a location, or servicing a set of orders with a fleet of vehicles. Basemaps: Serves as a reference map on which you overlay data from layers and visualize geographic information . An individual basemap can be made of multiple feature, raster, or web layers. Geocoder: A web service which provides geocoding information . Customers can define their own and expose them as APIs Version 1.23 11 Docusign Envelope ID: CAE65AI 0-96F3dIB46-A373-79F16AA385AB A\ 4.3 AXON GIS COMPONENTS AND ARCHITECTURE The ArcGIS Online service does not offer an SLA for many of their components. Because ArcGIS Online does not offer an SLA, Axon cannot ensure consistent performance if an agency opts to use ArcGIS Online for any of its GIS services. The exception to this is the ArcGIS Online Map Tiles and Satellite Imagery, which are static assets hosted on reliable modern Content Delivery Networks (CDN) by ESRI. By leveraging their CDN -hosted assets, map render time and performance are dramatically improved. However, in the unlikely event that ArcGIS Online map tiles become unavailable, Axon has the ability to switch to a backup copy running on Axon’s servers. Due to the massive size of satellite imagery, Axon currently does not offer a backup copy of the satellite imagery at this time but may consider this for future reque sts. When accessing Map Tiles and Satellite Imagery, no customer data (such as addresses or GPS coordinates) are sent to 3 rd party services. 4.4 GIS REQUEST FLOW For Axon to host your feature layers in our ArcGIS Online account, we require two key items: A complete set of layer configuration files for each layer as enumerated below, with all files for all layers bundled into a single . zip file The numbered list describing the stacking order in which the layers should be applied when selected by end users file requirements for Layer Configuration Agencies requiring Axon to host their feature layers must send layer files to their Axon representative in a single .zip file with optional internal folder structure. For each layer, agencies should include files as follows: 4.5 GIS REQUIRED LAYERS Shapefile (.shp extension) to represent spatial vector data, including points, lines, and polygons in a map Index File (.shx extension) to represent shape index position d BASE File (.dbf extension) to store attribute data and object IDs Version 1.23 12 Docusign Envelope ID: CAE65AI O-96F3-4B46-A373-79F16AA385AB A\ 4.6 GIS OPTIONAL LAYERS Projection File (.prj extension) to specify the metadata associated with the shapefiles coordinate and projection system XML Metadata File ( .xml extension) to represent the metadata associated with the shapefile Spatial Index File (.sbn extension) to optimize and speed up spatial queries, used with .sbx files Spatial Index File (.sbx extension ) to optimize and speed up spatial queries, used with .sbn files Code Page File (.cpg extension) to describe the encoding applied to create the shapefi le 4.7 GIS LAYER EXAMPLES HighwayExits.cpg HighwayExits.shx HighwayExits.dbf HighwayExits.prj HighwayExits.sbn HighwayExits.sbx7 HighwayExits.shp 'q HighwayExits.shp.xml 77 KB TextEdit 567 bytes Document 2 KB Docurnent 204 bytes Document 5 KB ESRI S...cument 12 KB XML 5 bytes TextEdit 2 KB Document Version 1.23 13 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ PROJECTIVIANAGEIVI ENT 5.1 MANAGEMENT RESOURCES Both parties assign a project manager to ensure completion of deliverables. Axon’s project manager ensures all team members from Axon and the agency are continually updated on the status of the project. 5.2 REQUIREMENTS PLANNING All project requirements are documented during the kick- off and discovery phases of the project. Once the agency and Axon agree on all requirements, Axon’s project manager works with the agency’s project manager to develop a project plan for Axon’ s implementation 5.3 CHANGE CONTROL If any changes in the project cause a material increase or decrease in fees, as determined by Axon, an adjustment in the fees will be agreed upon between the agency and Axon. All PCO forms must be approved and signed by the agency authority ( Attachment B) . The agency acknowledges a proposed change request might have an impact on both scheduling and cost for the project that will be outlined in the PCO form. 5.4 PROJECT METHODOLOGY Axon utilizes a hybrid approach to project management, utilizing aspects of both Agile and Waterfall methodologies. We use Waterfall for the overall project, with respect to major milestones. We utilize Agile during the configuration and build phases of the project. 5.5 MILESTONE COMPLETION REPORT (MCR) Axon submits an MCR to the agency for approval upon completion of a milestone. Milestone Completion Report included ( Attachment A). Upon receiving an MCR, the agency has 14 calendar days to approve the milestone completion. If the agency has issues related to the milestone completion, the expectation is that the agency responds in writing to Version 1.23 14 Docusign Envelope ID: CAE65AI O-96F32IB46-A373-79F16AA385AB A Axon with any issues related to the MCR within the 14 calendar- day window . Version 1.23 15 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ AGENCYCOIVllVlITIVI ENTS Ensure the reasonable availability for meetings, phone or email of knowledgeable staff and personnel to provide timely and accurate documentation and information to Axon. Identify holidays, non- workdays, or major events that may impact the project. Ensure agency desktop, mobile systems, and devices can access the product. Make available relevant systems if needed for assessment by Axon ( including making these systems available to Axon via remote access, if possible). Provide Axon with remote access to the agency’s Axon Evidence account when required . The agency agrees to pay for licenses upon completion of Go - Live. Version 1.23 16 Docusign Envelope ID: CAE65AI O-96F3JtB46-A373-79F16AA385AB A\ 7. SUPPORT Axon provides on- site Go- Live support the week the agency begins using the software. Axon provides updates and enhancements to the product, which the agency automatically receives. Axon provides the agency’s end users with access to the help. axon. com support portal to submit and review service tickets. Following final acceptance, the agency utilizes Axon support via my. axon. com for any further modifications to the product. For technical support assistance, the agency may contact a technical support representative at 800 -978- 2737, or via email at Support@ Axon. com. Online, email- based support and remote- location troubleshooting are included on an ongoing basis as part of the agency’s investment in the Axon ecosystem Phone support is available 24/7. Version 1.23 17 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ This SOW is governed by the master services and purchasing agreement executed by the parties: AXON ENTERPRISE, INC. AGENCY Signature: Signature: Name: Name: Title: Title: Date: Date: TERMS AND CONDITIONS Version 1.23 18 Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB A\ ATTACHMENT A–IVIILESTON ECOIVIPLETION REPORT ( MCR ) By signing for the items in this Milestone Completion Report, I agree that Axon’s Professional Services Organization has reached the following milestone( s) for the project agreed upon in the SOW between Axon and Denton Police Department : D Project kick- off n Requirements completion [] Functional review and completion of configuration n User acceptance testing a Integrations completion D Data conversions completion a NIBRS state and federal certification U Completion of agency training n Go- Live n Final acceptance Date services were completed on: day of . , 20___ Today’s date: Agency name: Printed name: Email: Version 1.23 19 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA385AB A\ ATTACH MENT B – PROJECT CHANGE ORDER Date: Description of change to Axon product or service: Justification for change: Effects on schedule: Effect on project pricing (attach quote for reduction or increase in costs): AXON ENTERPRISE, INC. Signature: Name: Title: Date: AGENCY Signa 'ure : Nar e: Tin ie : Date: Version 1.23 20 Docusign Envelope ID: CAE65AI O-96F34B46-A373-79F16AA385AB eDENTON Office of the Chief 601 E. Hickory, St., Suite E • Denton, TX 76205 • (940) 349-7925 • FAX (940) 349-7966 October 10, 2024 Axon Enterprise Inc. 17800 N. 85th Street Scottsdale, AZ 85255 Please use this letter for the new Axon TASER 10 (firearm). We will purchase these items under Sourcewell Cooperative Contract #101223-AXN We are purchasing 228 TASER 10s in the total contract amount of $8,578,600.08 under Axon’s quote Q-547151-45525.644DT and QQ-547232-45525.644DT for the City of Denton, TX. This signature warrants and acknowledges that I am authorized to execute this Agreement on behalf of the Agency, and that these weapons ard being acquired for official agency use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968. Jessica Robledo, Chief of Police City of Denton, TX Authorized Signer OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 Docusign Envelope ID: CAE65AI 0-96F34B46-A373-79F16AA3854\B'-- -'-----'- --- ------"'- --' - '- -- ' --- - - -- '-' - ----Eih1 bIt D-CIQ CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other Person doing business with local governmental enti This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ 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) and by City of Denton Ethics Code. Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after th 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. a W AXON ENTERPRISE, INC 2 1 1 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 cleaned by Section 176.00 1(1-a), Local Govemment 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?a Yes D 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?D Yes a 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 officcr or director, or holds an ownership of one percent or more? E ,"n „" D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 Ld I have no Conflict of Interest to disclose. 10/23/2024 with the govemmental entity Date Docusign Envelope ID: CAE65AI 0-96F3-4B46-A373-79F16AA385AB CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy ofChapter 1 76 of the Local Government Code may be found at http ://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 176.htm. For easy reference, below are some of the sections cited on this form, Local Government Code $ 176.001{1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003{a){2)(A) and (B); (A) A local govemment officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds 52,500 during the 12-month period preceding the date that the officer becomes aware that (i) acontract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendoq (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and ( 1) has an employment or other business relationship with a local government officer of that local govemmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specifiedby Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local govemment officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3“i degree of affmity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public rightof-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2 -273, – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars (8200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recomlnend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015 [Xx:uSign Certificate Of Completion Envelope Id: CAE65A1096F34B46A37379F16AA385AB Subject: Please DocuSign: City Council Contract 8666 Axon Master Contract Source Envelope: Status: Completed Document Pages: 105 Certificate Pages: 7 AutoNav: Enabled Signatures: 9 Initials: 2 Envelope Originator: Ginny Brummett Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 10/22/2024 4:21 :46 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 10/22/2024 4:32:49 PM Viewed: 10/22/2024 4:32:56 PM Signed: 10/22/2024 4:33:20 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 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) Sent: 10/22/2024 4:33:23 PM Viewed: 10/23/2024 7:54:06 AM Signed: 10/23/2024 7:57:13 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) ’DocuSlgn•d by: IALartLthUhA, .4B070831B4AA438. Sent: 10/23/2024 7:57:16 AM Viewed: 10/23/2024 10:35:05 AM Signed: 10/23/2024 10:36:57 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Robert Driscoll Bobby@axon.com VP, Deputy General Counsel Axon Enterprise, Inc. Security Level: Email, Account Authentication (None) •Slgn•d bp I W,Lrt hsc& ,55DAEB8131A4424 Sent: 10/23/2024 10:37:01 AM Viewed: 10/23/2024 1 :04:09 PM Signed: 10/23/2024 5:04:04 PM Signature Adoption: Pre-selected Style Using IP Address: 174.26.19.93 Electronic Record and Signature Disclosure: Accepted : 10/23/2024 1 :04:09 PM ID: 092a'1438-5e8647 la-9ale-39904e455ca4 Signer Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 10/24/2024 8:48:56 AM Viewed: 10/24/2024 8:49:37 AM Signed: 10/24/2024 8:59:20 AM Completed Using IP Address: 198.49.140.10 Jessice Robledo Jessica.Robledo@cityofdenton.com Chief Security Level: Email, Account Authentication (None) Sent: 10/23/2024 5:04:06 PM Resent: 10/24/2024 8:59:24 AM Viewed: 10/23/2024 5:16:42 PM Signed: 10/24/2024 1 :29:21 PMSignature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted : 10/23/2024 5:16:42 PM ID: e725cbab-277e40 12-beab-37a9299eeabc Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 10/24/2024 1 :29:27 PM Viewed: 11/20/2024 10:39:21 AM Signed: 11/20/2024 10:39:39 AM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 11/20/2024 10:39:43 AM Viewed: 11/20/2024 12:04:02 PM Signed: 11/20/2024 12:04:06 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) 'DocuSlgned by: I daxv-Ab:\Wtb ,D09D09CAD33D487. Sent: 11/20/2024 12:04:10 PM Viewed: 11/20/2024 1 :48:00 PM Signed: 11/20/2024 2:32:06 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 10/22/2024 4:33:23 PM Viewed: 11/20/2024 6:36:21 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 10/24/2024 1 :29:25 PM Viewed: 10/24/2024 2:51 :28 PM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 11/20/2024 2:32:10 PM Viewed: 11/20/2024 5:56:50 PM Tiffany Wei Tiffany.Wei@cityofdenton.com Business Information Analyst City of Denton Police Department Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 11/20/2024 2:32:11 PM Viewed: 11/20/2024 6:40:54 PM Danny Thielen dthielen@axon.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuStgn Sent: 11/20/2024 2:32:13 PM Viewed: 11/20/2024 7:26:14 PM Bryan Cose bryan.cose@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/1/2024 9:22:M AM ID: c692e838-8a8047e5-9d4a-a873a9405406 Sent: 11/20/2024 2:32:14 PM Viewed: 11/20/2024 6:33:53 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 10/22/2024 4:32:49 PM 10/24/2024 8:48:55 AM 10/24/2024 8:48:55 AM 10/24/2024 8:48:55 AM 10/24/2024 8:48:55 AM 10/24/2024 8:48:55 AM Envelope Sent Envelope Updated Envelope Updated Envelope Updated Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Envelope Updated Envelope Updated Envelope Summary Events Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 10/24/2024 8:48:55 AM 10/24/2024 8:57:42 AM 11/20/2024 1 :48:00 PM 11/20/2024 2:32:06 PM 11/20/2024 2:32:14 PM Security Checked Security Checked Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Robert Driscoll, Jessice Robledo, Bryan Cose 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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