Orange City Council
June 14, 2022

PROFESSIONAL SERVICES AGREEMENT
[Software, Equipment & Services]

THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on thi s _____ day of ____________, 20 22 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and AXON ENTERPRISE, INC., a Delaware corporation (“Contractor”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” “B,” and “C,” which are attached hereto and incorporated herein by reference. Should there be a conflict in the terms and conditions contained in this Agreement and any Exhibits attached hereto, the order of precedence shall be: (a) this Agreement; (b) Exhibit “A”; (c) Exhibit “B”; and Exhibit “C”. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the busi ness of providing such services and is experienced in performing the work. Contractor shall perform all ser vices in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and loca l laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in the Exhibits to the contrary.

The Police Chief or designee (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees; Term.

a. Contractor's total compensation for all services performed under this Agreement, shall not exceed SEVEN MILLION FIVE HUNDRED FIF TY-ONE THOUSAND TWO HUNDRED SEVENTY -FIVE DOLLARS and 95/100 ($7,551,275.95) without the prior written authorization of City.

b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.

c. The term of this Agreement shall commence on the Effective Date and terminate on June 30, 2032.
2 3. Payment.

a. As scheduled services are co mpleted, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred according to the schedule set forth in Exhibit “A.”

b. All such invoices shall state the basis f or the amount invoiced, including services completed, the number of hours spent and any extra work performed.

c. City will pay Contractor the amount invoiced within thirty (30) days of the invoice date.

d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.

6. Independent Contractor . At all times during the term of this Agreement, Contractor shall be an independent contractor and not an empl oyee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

3 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obliga tion whatsoever.

8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other no nprofessional work may be performed by persons other than those designated.

9. Assignment or Subcontracting. No assignment or subcontracting by either party of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of the other party, which shall not be unreasonably withheld . City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontrac ting may be approved by the City Manager or his/her designee. Upon prior notice to and approval by City, which approval shall not be reasonably withheld, Axon may assign this Agreement, its rights, or obligations: (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.

10. Time of Completion . Except as otherwise agreed to by and between the representatives of the parties, Contractor shall commence the work provided for in this Agreement according to the timeframes set forth in Exhibits “A” and “B.”

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, wh y the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

14. Products of Contractor. The documents, studies, evaluations, asses sments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products solely and exclusively created by Contractor for this Agreement , including Contractor’s Quote, shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. Contractor is specifically notified that this Agreement and the terms and pricing herein are subject to disclosure under the California Public Records Act. 4 15. Equal Employment Opportunity . During the performance of this Agreement, Contractor agrees as follows:

a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.

b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.

c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.

17. Indemnity.

a. To the fullest extent permitted by law , Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:

(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and

(2) Any claim, loss, injury to or death of persons or damage to property caused by any : (i) negligent act, error or omission or (ii) willful misconduct by Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, 5 arising out of, or in an y way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.

b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of pro fessional services pursuant to this Agreement.

c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement.

d. The indemniti es set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.

a. Contractor shall carry workers ’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any worker s’ compensation benefits under any City program.

b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: Five Million Dollars ( $5,000,000) per occurrence. Said insurance shall cove r bodily injury, death and property damage and be written on an occurrence basis.

c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: a combined single limit of One Million Dollars ($1,000,000). Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis.

d. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement.

e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this 6 Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.

f. Contractor shall maintain d uring the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of Five Million Dollars ($5,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement.

g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.

h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insur ance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.

i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance busines s in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitt ed to conduct business in California so long as such insurer pos sesses the aforementioned Best rating.

j Contractor shall notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise dire cted by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.

k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.

l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for 7 review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.

19. Termination. City may for any reason terminate this Agreement by giving Contractor written notice of intent to terminate as soon as reasonably practicable. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.

City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.

21. Compliance with all Laws/Immigration Laws.

a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement.

b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing ra tes of wages to all such workers . The general prevailing wage determinations for c rafts can be located on the w ebsite of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.

c. Contractor represents and warrants that it:

(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and

8 (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and

(3) Has properly maintained, and shall at all times during th e term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I -9 for each of Contractor’s employees; and

(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I -9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.

d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c.

e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.

f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.

g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City.

h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing an d signed by both parties. Any work performed 9 which is inconsistent with or in violation of the provisions of this Agree ment shall not be compensated.

24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally , by e -mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission.

“CONTRACTOR” “CITY”

Axon Enterprise, Inc. City of Orange
17800 N. 85th Street 300 E. Chapman Avenue
Scottsdale, AZ 85255 Orange, CA 92866-1591
Attn.: Legal Attn.: Adam Jevec, Captain

Telephone: 800-978-2737 Telephone: 714-744-7469
E-Mail: [email protected] E-Mail: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures.

[Remainder of page intentionally left blank; signatures on next page]

10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.

“CONTRACTOR” “CITY”

AXON ENTERPRISE, INC., a Delaware CITY OF ORANGE, a municipal corporation corporation

*By: By:

Printed Name: Mark A. Murphy, Mayor

*By:

Printed Name:

Title: ATTEST:

Pamela Coleman, City Clerk

APPROVED AS TO FORM:

Mary E. Binning
Senior Assistant City Attorney

*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.

EXHIBIT “A”

COST PROPOSAL

[Beneath this sheet.]

Q-371998-44649.805CM
Issued: 03/29/2022
Quote Expiration:

Estimated Contract Start Date: 07/15/2022
Account Number: 112453
Payment Terms: N30
Delivery Method: Fedex - Ground

SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
1107 N Batavia St Orange Police Dept. - CA Chris Morton Adam Jevec 1107 N Batavia St 1107 N Batavia St Phone: +1 2063106165 Phone:

Orange, CA 92867-4615 Orange, CA 92867-4615 Email: [email protected] Email: [email protected] USA USA Fax: Fax:

Email:

Quote Summary Discount Summary
Program Length 120 Months Average Savings Per Year $334,047.67 TOTAL COST $7,341,604.32
ESTIMATED TOTAL W/ TAX $7,551,275.95 TOTAL SAVINGS $3,340,476.72

Payment Summary
Date Subtotal Tax Total
2022 $543,859.71 $18,722.39 $562,582.10
Nov 2022 $85,199.55 $2,373.72 $87,573.27
2023 $608,370.73 $20,957.37 $629,328.10
2024 $608,370.73 $20,957.37 $629,328.10
2025 $1,151,114.80 $20,951.54 $1,172,066.34
2026 $724,114.80 $20,951.54 $745,066.34
2027 $724,114.80 $20,951.54 $745,066.34
2028 $724,114.80 $20,951.54 $745,066.34
2029 $724,114.80 $20,951.54 $745,066.34
2030 $724,114.80 $20,951.54 $745,066.34
2031 $724,114.80 $20,951.54 $745,066.34
Axon Enterprise, Inc.
17800 N 85th St.

Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737

Payment Summary
Date Subtotal Tax Total
Total $7,341,604.32 $209,671.63 $7,551,275.95

Delivery Schedule
Hardware
Bundle Item Description QTY Estimated Delivery Date
2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20160 TASER 7 HOLSTER - SAFARILAND, RH+CART CARRIER 153 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20188 VR CONTROLLER KIT PELICAN CASE 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20298 VR-ENABLED GLOCK 19 CONTROLLER 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 459 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 306 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 459 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 306 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 306 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 306 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5-DEGREE) NS 50 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 50 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 6 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 6 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 2 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 2 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 306 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 75015 SIGNAL SIDEARM KIT 153 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED) 3 06/15/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 3 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20188 VR CONTROLLER KIT PELICAN CASE 1 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 1 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 1 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20298 VR-ENABLED GLOCK 19 CONTROLLER 1 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE) 2 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE) 2 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 58 06/15/2022 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 75015 SIGNAL SIDEARM KIT 29 06/15/2022 AB3 Camera Bundle 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 203 06/15/2022 AB3 Camera Bundle 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 203 06/15/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 184 06/15/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 6 06/15/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 24 06/15/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 24 06/15/2022 Fleet 3 Advanced 10 Year 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 1 12/01/2022 Fleet 3 Advanced 10 Year 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 1 12/01/2022 Fleet 3 Advanced 10 Year 72048 FLEET SIM INSERTION, ATT 1 12/01/2022 Fleet 3 Advanced 10 Year 74110 FLEET ETHERNET CABLE, CAT6, 25 FT 1 12/01/2022 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 306 06/15/2023 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 306 06/15/2023 Body Worn Camera Multi-Bay Dock TAP Bundle 73689 MULTI-BAY BWC DOCK 1ST REFRESH 1 05/15/2024

Hardware
Bundle Item Description QTY Estimated Delivery Date
Body Worn Camera TAP Bundle 73309 AXON CAMERA REFRESH ONE 2 05/15/2024 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 306 06/15/2024 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 306 06/15/2024 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 306 06/15/2024 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 306 06/15/2024 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 306 06/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 306 06/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100210 VIRTUAL REALITY TABLET REFRESH ONE 3 12/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20373 VIRTUAL REALITY HEADSET REFRESH ONE 7 12/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73309 AXON CAMERA REFRESH ONE 158 12/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73689 MULTI-BAY BWC DOCK 1ST REFRESH 20 12/15/2025 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100210 VIRTUAL REALITY TABLET REFRESH ONE 1 12/15/2025 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20373 VIRTUAL REALITY HEADSET REFRESH ONE 2 12/15/2025 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73309 AXON CAMERA REFRESH ONE 29 12/15/2025 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73689 MULTI-BAY BWC DOCK 1ST REFRESH 3 12/15/2025 Body Worn Camera TAP Bundle 73309 AXON CAMERA REFRESH ONE 1 12/15/2025 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 306 06/15/2026 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 306 06/15/2026 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100211 VIRTUAL REALITY TABLET REFRESH TWO 3 06/15/2027 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20242 TASER CERTIFICATION PROGRAM YEAR 6-10 HARDWARE 153 06/15/2027 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20374 VIRTUAL REALITY HEADSET REFRESH TWO 7 06/15/2027 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73310 AXON CAMERA REFRESH TWO 158 06/15/2027 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73688 MULTI-BAY BWC DOCK 2ND REFRESH 20 06/15/2027 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100211 VIRTUAL REALITY TABLET REFRESH TWO 1 06/15/2027 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20374 VIRTUAL REALITY HEADSET REFRESH TWO 2 06/15/2027 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73310 AXON CAMERA REFRESH TWO 29 06/15/2027 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73688 MULTI-BAY BWC DOCK 2ND REFRESH 3 06/15/2027 Body Worn Camera TAP Bundle 73310 AXON CAMERA REFRESH TWO 1 06/15/2027 Fleet 3 Advanced 10 Year 72040 FLEET REFRESH, 2 CAMERA KIT 49 12/01/2028 Fleet 3 Advanced 10 Year 72040 FLEET REFRESH, 2 CAMERA KIT 1 12/01/2028 Fleet 3 Advanced 10 Year 72040 FLEET REFRESH, 2 CAMERA KIT 1 12/01/2028 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100212 VIRTUAL REALITY TABLET REFRESH THREE 3 12/15/2030 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20375 VIRTUAL REALITY HEADSET REFRESH THREE 7 12/15/2030 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73345 AXON CAMERA REFRESH THREE 158 12/15/2030 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73347 MULTI-BAY BWC DOCK 3RD REFRESH 20 12/15/2030 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100212 VIRTUAL REALITY TABLET REFRESH THREE 1 12/15/2030 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20375 VIRTUAL REALITY HEADSET REFRESH THREE 2 12/15/2030 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73345 AXON CAMERA REFRESH THREE 29 12/15/2030 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73347 MULTI-BAY BWC DOCK 3RD REFRESH 3 12/15/2030 A la Carte 73346 AXON CAMERA REFRESH FOUR 1 12/15/2030
2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73346 AXON CAMERA REFRESH FOUR 158 06/15/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73348 MULTI-BAY BWC DOCK 4TH REFRESH 20 06/15/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73346 AXON CAMERA REFRESH FOUR 29 06/15/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73348 MULTI-BAY BWC DOCK 4TH REFRESH 3 06/15/2032 A la Carte 73345 AXON CAMERA REFRESH THREE 1 06/15/2032 Fleet 3 Advanced 10 Year 100092 FLEET REFRESH TWO, 2 CAMERA KIT 49 12/01/2033

Hardware
Bundle Item Description QTY Estimated Delivery Date
Fleet 3 Advanced 10 Year 100092 FLEET REFRESH TWO, 2 CAMERA KIT 1 12/01/2033 Fleet 3 Advanced 10 Year 100092 FLEET REFRESH TWO, 2 CAMERA KIT 1 12/01/2033 A la Carte 100112 AXON AIR, E.COM PILOT DATA LIC 10
Software
Bundle Item Description QTY Estimated Start Date Estimated End Date 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100165 UNLIMITED 3RD-PARTY STORAGE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20248 TASER 7 EVIDENCE.COM LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20248 TASER 7 EVIDENCE.COM LICENSE 2 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20370 FULL VR TASER 7 ADD-ON USER ACCESS 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73478 REDACTION ASSISTANT USER LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73618 CITIZEN FOR COMMUNITIES USER LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73680 RESPOND DEVICE PLUS LICENSE- 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73681 AXON RECORDS FULL 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73682 AUTO TAGGING LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73687 EVIDENCE.COM VIEWER LICENSE 1 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73739 PERFORMANCE LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 73746 PROFESSIONAL EVIDENCE.COM LICENSE 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 85760 Auto-Transcribe Unlimited Service 153 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100165 UNLIMITED 3RD-PARTY STORAGE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 20370 FULL VR TASER 7 ADD-ON USER ACCESS 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73478 REDACTION ASSISTANT USER LICENSE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73618 CITIZEN FOR COMMUNITIES USER LICENSE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73680 RESPOND DEVICE PLUS LICENSE- 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73681 AXON RECORDS FULL 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73682 AUTO TAGGING LICENSE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73739 PERFORMANCE LICENSE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 73746 PROFESSIONAL EVIDENCE.COM LICENSE 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 85760 Auto-Transcribe Unlimited Service 29 07/15/2022 07/14/2032 Fleet 2 Unlimited 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 100 07/15/2022 12/31/2022 Fleet 2 Unlimited 87050 FLEET VIEW XL LICENSE 50 07/15/2022 12/31/2022 Interview Room 2 Camera Advanced 50039 INTERVIEW - SOFTWARE - CLIENT MAINTENANCE (PER

TOUCH PANEL-P
4 07/15/2022 07/14/2032
Interview Room 2 Camera Advanced 50043 INTERVIEW - SOFTWARE - STREAMING SERVER

MAINTENANCE (PER SER
2 07/15/2022 07/14/2032
Interview Room 2 Camera Advanced 50045 INTERVIEW - SOFTWARE - UNLMITED E.COM STORAGE (PER

CAMERA)
8 07/15/2022 07/14/2032
Pro License Bundle 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE- 57 07/15/2022 07/14/2032 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 19 07/15/2022 07/14/2032 A la Carte 12022 AXON AIR, CLASS 1 UAS LICENSE 3 07/15/2022 07/14/2032 A la Carte 50300 AXON DISPATCH LICENSE 105 07/15/2022 07/14/2032 A la Carte 50300 AXON DISPATCH LICENSE 55 07/15/2022 07/14/2032 A la Carte 50300 AXON DISPATCH LICENSE 4 07/15/2022 07/14/2032 A la Carte 50300 AXON DISPATCH LICENSE 35 07/15/2022 07/14/2032

Software
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 73449 RESPOND DEVICE LICENSE 2 07/15/2022 06/14/2024 A la Carte 73682 AUTO TAGGING LICENSE 2 07/15/2022 06/14/2024 A la Carte 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2 07/15/2022 06/14/2024 A la Carte 73746 PROFESSIONAL EVIDENCE.COM LICENSE 2 07/15/2022 06/14/2024 A la Carte 73891 RECORDS LICENSE, NON-SWORN 75 07/15/2022 07/14/2032 Fleet 3 Advanced 10 Year 80400 FLEET, VEHICLE LICENSE, LICENSE 49 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80400 FLEET, VEHICLE LICENSE, LICENSE 1 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80401 FLEET 3, ALPR LICENSE, 1 CAMERA, LICENSE 49 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80401 FLEET 3, ALPR LICENSE, 1 CAMERA, LICENSE 1 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80402 RESPOND DEVICE LICENSE - FLEET 3 - LICENSE 49 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80402 RESPOND DEVICE LICENSE - FLEET 3 - LICENSE 1 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 98 01/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 2 01/01/2023 07/14/2032 Services
Bundle Item Description QTY
2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 153 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 2 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80190 Evidence.com Channel Services 3 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80223 INACTIVE CHANNEL LICENSE 3 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 29 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 80190 Evidence.com Channel Services 1 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 80223 INACTIVE CHANNEL LICENSE 1 Fleet 3 Advanced 10 Year 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 49 Fleet 3 Advanced 10 Year 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 1 Fleet 3 Advanced 10 Year 73392 FLEET 3 UPGRADE INSTALLATION (PER VEHICLE) 49 Fleet 3 Advanced 10 Year 73392 FLEET 3 UPGRADE INSTALLATION (PER VEHICLE) 1 A la Carte 73897 STANDARDS SERVICE, PREMIUM 1
A la Carte 85055 AXON FULL SERVICE 1
A la Carte 85157 PROFESSIONAL SERVICES MILESTONE PAYMENT: RECORDS 1 A la Carte 85159 PROFESSIONAL SERVICES MILESTONE PAYMENT: DISPATCH 1

Warranties
Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 80397 EXT WARRANTY, FLEET 2 KIT 50 06/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100197 HTC FOCUS 3 VR HEADSET - WARRANTY 7 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 100198 AXON VR CONTROLLER KIT - WARRANTY 3 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80464 EXT WARRANTY, CAMERA (TAP) 153 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80464 EXT WARRANTY, CAMERA (TAP) 5 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 20 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100197 HTC FOCUS 3 VR HEADSET - WARRANTY 2 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 100198 AXON VR CONTROLLER KIT - WARRANTY 1 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 80464 EXT WARRANTY, CAMERA (TAP) 29 07/15/2022 07/14/2032 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 3 07/15/2022 07/14/2032 Body Worn Camera Multi-Bay Dock TAP Bundle 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP) 1 07/15/2022 06/14/2024 Body Worn Camera TAP Bundle 80464 EXT WARRANTY, CAMERA (TAP) 1 07/15/2022 07/14/2032 Body Worn Camera TAP Bundle 80464 EXT WARRANTY, CAMERA (TAP) 2 07/15/2022 07/14/2032 Interview Room 2 Camera Advanced 50448 EXT WARRANTY, INTERVIEW ROOM 4 07/15/2022 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80374 EXT WARRANTY, TASER 7 BATTERY PACK 183 06/15/2023 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80395 EXT WARRANTY, TASER 7 HANDLE 153 06/15/2023 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80395 EXT WARRANTY, TASER 7 HANDLE 5 06/15/2023 07/14/2032 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 2 06/15/2023 07/14/2032 Fleet 3 Advanced 10 Year 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 49 12/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 1 12/01/2023 07/14/2032 Fleet 3 Advanced 10 Year 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 1 12/01/2023 07/14/2032

Payment Details
Jul 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 - Additional BWC
Users
73449 RESPOND DEVICE LICENSE 2 $76.67 $0.00 $76.67
Year 1 - Additional BWC
Users
73682 AUTO TAGGING LICENSE 2 $138.00 $0.00 $138.00
Year 1 - Additional BWC
Users
73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2 $368.00 $0.00 $368.00 Year 1 - Additional BWC
Users
73746 PROFESSIONAL EVIDENCE.COM LICENSE 2 $598.00 $0.00 $598.00 Year 1 - Additional BWC
Users
85055 AXON FULL SERVICE 1 $0.00 $0.00 $0.00
Year 1 - Additional BWC
Users
BWCamMBDTAP Body Worn Camera Multi-Bay Dock TAP Bundle 1 $75.26 $5.83 $81.09 Year 1 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 1 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 1 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 1 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 1 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 1 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 1 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 1 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 1 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 1 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 1 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 1 - Fleet 2 GAP
Coverage
80397 EXT WARRANTY, FLEET 2 KIT 50 $1,787.50 $138.53 $1,926.03 Year 1 - Fleet 2 GAP
Coverage
Fleet2U Fleet 2 Unlimited 50 $0.00 $0.00 $0.00
Year 1 - Fleet 2 GAP
Coverage
Fleet2U Fleet 2 Unlimited 50 $18,900.00 $0.00 $18,900.00 Year 1 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 1 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Invoice Upon Fulfillment BWCamTAP Body Worn Camera TAP Bundle 2 $1.03 $0.21 $1.24 Total $543,859.71 $18,722.39 $562,582.10
Nov 2022
Invoice Plan Item Description Qty Subtotal Tax Total
Year 1 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 1 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 1 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Total $85,199.55 $2,373.72 $87,573.27

Jul 2023
Invoice Plan Item Description Qty Subtotal Tax Total
Year 2 - Additional BWC
Users
73449 RESPOND DEVICE LICENSE 2 $76.67 $0.00 $76.67
Year 2 - Additional BWC
Users
73682 AUTO TAGGING LICENSE 2 $138.00 $0.00 $138.00
Year 2 - Additional BWC
Users
73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2 $368.00 $0.00 $368.00 Year 2 - Additional BWC
Users
73746 PROFESSIONAL EVIDENCE.COM LICENSE 2 $598.00 $0.00 $598.00 Year 2 - Additional BWC
Users
85055 AXON FULL SERVICE 1 $0.00 $0.00 $0.00
Year 2 - Additional BWC
Users
BWCamMBDTAP Body Worn Camera Multi-Bay Dock TAP Bundle 1 $75.26 $5.83 $81.09 Year 2 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 2 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 2 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 2 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 2 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 2 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 2 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 2 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 2 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 2 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 2 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 2 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 2 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 2 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 2 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 2 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Total $608,370.73 $20,957.37 $629,328.10
Jul 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Additional BWC
Users
73449 RESPOND DEVICE LICENSE 2 $76.67 $0.00 $76.67
Year 3 - Additional BWC
Users
73682 AUTO TAGGING LICENSE 2 $138.00 $0.00 $138.00
Year 3 - Additional BWC
Users
73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2 $368.00 $0.00 $368.00 Year 3 - Additional BWC
Users
73746 PROFESSIONAL EVIDENCE.COM LICENSE 2 $598.00 $0.00 $598.00 Year 3 - Additional BWC
Users
85055 AXON FULL SERVICE 1 $0.00 $0.00 $0.00
Year 3 - Additional BWC
Users
BWCamMBDTAP Body Worn Camera Multi-Bay Dock TAP Bundle 1 $75.26 $5.83 $81.09 Year 3 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 3 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00

Jul 2024
Invoice Plan Item Description Qty Subtotal Tax Total
Year 3 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 3 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 3 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 3 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 3 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 3 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 3 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 3 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 3 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 3 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 3 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 3 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 3 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 3 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Total $608,370.73 $20,957.37 $629,328.10
Jul 2025
Invoice Plan Item Description Qty Subtotal Tax Total
Year 4 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 4 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 4 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 4 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 4 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 4 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 4 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 4 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 4 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 4 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 4 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 1 - PSO 73897 STANDARDS SERVICE, PREMIUM 1 $20,000.00 $0.00 $20,000.00 Year 1 - PSO 85157 PROFESSIONAL SERVICES MILESTONE PAYMENT: RECORDS 1 $203,500.00 $0.00 $203,500.00 Year 1 - PSO 85159 PROFESSIONAL SERVICES MILESTONE PAYMENT: DISPATCH 1 $203,500.00 $0.00 $203,500.00 Year 4 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 4 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 4 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 4 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 4 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 4 - Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 4 - Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 4 - Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 4 - Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $1,151,114.80 $20,951.54 $1,172,066.34

Jul 2026
Invoice Plan Item Description Qty Subtotal Tax Total
Year 5 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 5 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 5 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 5 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 5 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 5 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 5 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 5 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 5 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 5 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 5 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 5 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 5 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 5 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 5 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 5 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 5- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 5- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 5- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 5- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $724,114.80 $20,951.54 $745,066.34
Jul 2027
Invoice Plan Item Description Qty Subtotal Tax Total
Year 6 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 6 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 6 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 6 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 6 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 6 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 6 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 6 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 6 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 6 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 6 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 6 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 6 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 6 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 6 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 6 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 6- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 6- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 6- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 6- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $724,114.80 $20,951.54 $745,066.34

Jul 2028
Invoice Plan Item Description Qty Subtotal Tax Total
Year 7 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 7 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 7 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 7 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 7 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 7 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 7 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 7 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 7 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 7 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 7 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 7 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 7 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 7 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 7 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 7 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 7- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 7- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 7- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 7- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $724,114.80 $20,951.54 $745,066.34
Jul 2029
Invoice Plan Item Description Qty Subtotal Tax Total
Year 8 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 8 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 8 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 8 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 8 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 8 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 8 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 8 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 8 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 8 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 8 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 8 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 8 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 8 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 8 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 8 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 8- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 8- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 8- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 8- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $724,114.80 $20,951.54 $745,066.34

Jul 2030
Invoice Plan Item Description Qty Subtotal Tax Total
Year 9 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 9 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 9 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 9 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 9 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 9 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 9 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 9 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 9 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 9 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 9 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 9 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 9 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 9 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 9 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 9 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 9- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 9- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Year 9- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 9- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Total $724,114.80 $20,951.54 $745,066.34
Jul 2031
Invoice Plan Item Description Qty Subtotal Tax Total
Year 10 - IR IR2CA Interview Room 2 Camera Advanced 4 $0.00 $0.00 $0.00 Year 10 - IR IR2CA Interview Room 2 Camera Advanced 4 $11,404.00 $0.00 $11,404.00 Year 10 - Axon 100112 AXON AIR, E.COM PILOT DATA LIC 10 $0.00 $0.00 $0.00 Year 10 - Axon 12022 AXON AIR, CLASS 1 UAS LICENSE 3 $0.00 $0.00 $0.00 Year 10 - Axon 73345 AXON CAMERA REFRESH THREE 1 $0.00 $0.00 $0.00 Year 10 - Axon 73346 AXON CAMERA REFRESH FOUR 1 $0.00 $0.00 $0.00 Year 10 - Axon 73891 RECORDS LICENSE, NON-SWORN 75 $0.00 $0.00 $0.00 Year 10 - Axon AB3C AB3 Camera Bundle 184 $0.00 $0.00 $0.00 Year 10 - Axon AB3MBD AB3 Multi Bay Dock Bundle 24 $0.00 $0.00 $0.00 Year 10 - Axon BWCamTAP Body Worn Camera TAP Bundle 1 $0.00 $0.00 $0.00 Year 10 - Axon ProLicense Pro License Bundle 19 $2,051.63 $0.00 $2,051.63 Year 10 - Fleet 3 80478 FLEET 3 RENEWAL WITH TAP TRUE UP 50 $1,596.30 $123.71 $1,720.01 Year 10 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 49 $81,492.92 $2,183.68 $83,676.60 Year 10 - Fleet 3 Fleet3A10Yr Fleet 3 Advanced 10 Year 1 $2,110.33 $66.33 $2,176.66 Year 10 - OSP 2022OSP7+Premium10Year 2022 - OFFICER SAFETY PLAN 7 PLUS Premium 10 Year 153 $447,031.23 $16,745.49 $463,776.72 Year 10 - Unlimited 2022Unlim7+Prem10yr 2022 UNLIMITED 7+ PREMIUM 10YR BUNDLE 29 $61,428.39 $1,832.33 $63,260.72 Year 10- Dispatch 50300 AXON DISPATCH LICENSE 105 $90,000.00 $0.00 $90,000.00 Year 10- Dispatch 50300 AXON DISPATCH LICENSE 35 $0.00 $0.00 $0.00 Year 10- Dispatch 50300 AXON DISPATCH LICENSE 4 $3,428.57 $0.00 $3,428.57 Year 10- Dispatch 50300 AXON DISPATCH LICENSE 55 $23,571.43 $0.00 $23,571.43 Total $724,114.80 $20,951.54 $745,066.34

Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing.

Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:

This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at
www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below.

ACEIP:

The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.

Acceptance of Terms:

Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.

Exceptions to Standard Terms and Conditions
Execution of this quote will terminate contracts associated with Q-222234, Q-259652, Q-263816, & Q336016 (executed contract #26611 & 55385) with Axon and will start a new 120 month contract.

The parties agree that Axon is charging a debit of $79,296.51 to capture the remaining value owed. This debit is based on a ship date range of 6/15/2022- 6/30/2022, resulting in a 7/15/2022 contract start date. Any change in this ship date and resulting contract start date will result in modification of this debit's value which may result in additional fees due to or from Axon. \s1\ \d1\
Signature Date Signed
3/29/2022

ATTENTION
This order may qualify for freight shipping, please fill out the following information.

Who is the receiving contact and what is the contact phone number for this shipment?
What are the receiving hours of operation?
Is a loading dock available for this incoming shipment? If yes, are you able to unload pallets from the trailer or will the driver need to assist with unload?
Do you have a forklift and/or pallet jack to transport pallets into your facility?
Are there any delivery restrictions (no 53' trailers, no box trucks, etc.)?

EXHIBIT “B”

STATEMENT OF WORK

[Beneath this sheet.]

S TAT E M E N T O F W O R K F O R

T H E I M P L E M E N TAT I O N O F

A X O N R E C O R D S A N D

D I S PAT C H F O R O R A N G E

P O L I C E D E PA R T M E N T
( " S O W ” )

Submitted By:

Axon Enterprise, Inc. (Axon)
17800 North 85 t h Street
Scottsdale, AZ 85255

1 . P R O J E C T O V E R V I E W : ................................ . 1 1 . 1 S O F T W A R E ................................ ................................ . 1 1 . 2 D E F I N I T I O N S ................................ .............................. 1 1 . 3 O U T O F P R O J E C T S C O P E ................................ ................ 2 2 . P R O F E S S I O N A L S E R V I C E S : ........................... 3 2 . 1 G E N E R A L ................................ ................................ ... 3 2 . 2 I N T E R F A C E S ................................ ............................... 3 2 . 3 D A T A C O N V E R S I O N ................................ ....................... 4 2 . 4 R E P O R T I N G A N D D A T A S T O R E ................................ .......... 5 2 . 5 R E A D I N E S S ................................ ................................ . 5 2 . 6 T R A I N I N G ................................ ................................ .. 5 2 . 7 G O - L I V E ................................ ................................ .... 5 3 . P R O J E C T M A N A G E M E N T : ............................. 7 3 . 1 M A N A G E M E N T R E S O U R C E S ................................ ............. 7 3 . 2 R E Q U I R E M E N T S P L A N N I N G ................................ ............. 7 3 . 3 C H A N G E C O N T R O L ................................ ........................ 7 3 . 4 M I L E S T O N E C O M P L E T I O N R E P O R T ( “ M C R ” ) ......................... 7 4 . A G E N C Y C O M M I T M E N T S : ............................ 8 5 . S U P P O R T : ................................ ............. 9 6 . T E R M S A N D C O N D I T I O N S: ........................... 10

A T T A C H M E N T A - M I L E S T O N E C O M P L E T I O N R E P O R T T E M P L A T E ................................ ...... 11

A T T A C H M E N T B - P R O J E C T C H A N G E O R D E R T E M P L A T E ................................ ................ 13

A T T A C H M E N T C - T H I R D - P A R T Y P R O D U C T S A N D S E R V I C E S ................................ ................. 14

PAGE
1 1. P R O J E C T O V E R V I E W:
1 . 1 S O F T W A R E
The software detailed in th is SOW includes, the listed functionality.  Axon Dispatch
 Axon Records
 Axon Standards

1 . 2 D E F I N I T I O N S

T E R M D E F I N I T I O N

P A R T I E S
Agency Orange Police Department who is identified within this SOW End-Users Specific Agency groups that will use the system Professional Services The services that Axon will provide within the scope of this SOW

S Y S T E M S
Axon Systems Software solutions and Agency specific integrations developed by Axon CJIS The Federal Bureau of Investigation’s Criminal Justice Information System NIBRS National Incident Based Reporting System
DataStore The database Axon provides allowing Agency to query data Product The software solutions being implemented as part of this SOW Production Environment The operational environment where the Product will be accessed Service Portal An online portal provided by Axon where issues identified are entered and triaged

P R O J E C T & M I L E S T O N E S
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 Agency if a material change in scope is required to this SOW Go-Live All End-Users are activated and Agency is actively using the product 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 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

PAGE
2 T E R M D E F I N I T I O N

A C C E P T A N C E
Blocker Issue impacting 50% or more users
Integration Acceptance
Testing
Scheduled events for testing of each integration point and associated functionality in collaboration with Agency and Agency’s vendors Functional Acceptance Testing Testing the functionality of the system as configured for Agency 1 . 3 O U T O F P R O J E C T S C O P E
Axon is only responsi ble 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:
 Administration, management, or support of any internal City, County, State, Federal or Agency IT network or infrastructure
 Third Party Products and Services costs related to the vendors or Agency’s cost of implementing the vendors or Agency’s sid e of the integration  Changes made by Agency or Agency’s vendors

PAGE
3 2 . P R O F E S S I O N A L S E R V I C E S:
2 . 1 G E N E R A L
 Agency will provide a Master Charge Table that Axon will load.

2 . 2 I N T E R F A C ES
 Agency must provide technical documentation and/or facilitation of meetings with all third -party systems vendors where an integration is required.  Axon will provide any relevant API documentation to Agency.  Axon will conduct Integration Acceptance Testing demonstrating the functionality of each integration .
 Agency must notify Axon of any changes in Agency ’s side of the integration that is beyond Axon’s control and may impact the integration.

2.2.1 Dispatch | Vesta | E911 (ANI/ALI) Interface : Axon Dispatch will ingest information from the 911 service provider .

2.2.2 Re cords | CalDOJ | CIBRS Interface: Axon will deliver an interface between Axon Records and CalDOJ’s CIBRS portal for automated CIBRS reporting .

2.2.3 Dispatch | Cradlepoint | Automatic Vehicle Locator ( “AVL ”) Interface :

Axon Dispatch will ingest AVL data from Cradlepoint .

2.2.4 Dispatch |Auto -Tagging Data Services Interface: Axon will deliver an integration between Axon Dispatch and Axon Evidence that will populate Axon Evidence with data from the Axon Dispatch events .

2.2.5 Dispatc h | NCIC /CLETS Interfac e: Axon will deliver an interface between Axon Dispatch and the established message switch
The following standard basic queries will be generated by Axon Dispatch: QDRV (Driver’s License), QVEH (Vehicle Registration), QA (Article), Q BOT (Boat), QG (Gun). Moreover, the following list of queries will also be supported in Axon Dispatch.

CLETS (California Law Enforcement Telecommunications System):

Stolen Vehicle/Automated Boat Systems (SVS/ABS), CA Restraining Order & Protective Order Sy stem (CARPOS) , All California DMV Queries (all encompassing) , Wanted Persons (WPS -all encompassing), Supervised Release File (SRF) , CA Sex & Arson Registry System (CSAR) , Missing & Unidentified Persons System (MUPS), Automated Property System (APS),

PAGE
4 Automa ted Firearm System (AFS), Mental Health Firearms Prohibition System, Armed Prohibited Persons System (APPS) .

NLETS (National Law Enforcement Telecommunications System) Driver History Query (KQ), Driver License Query by Name (DNQ), Driver’s License Query (DQ) , State Warrant Query (SWQ), Vehicle Registration Query (RQ), Vehicle Registration Query By Name (RNQ)
National Crime Information Center (NCIC):

National Sex Offender Registry (NSOR), Protection Orders Orange County Systems (OCATS/AWSS):

Multiple Name Queries, Automated Jail System (AJS), Automated Warrant Service System (AWSS -Query and abstract, update, etc. -all encompassing), Orange County Probation

2.2.6 Dispatch | Rapid Deploy : Axon Dispatch will ingest caller location data fro m RapidDeploy.

2.2.7 Records | Coplogic: Axon will import online incident reports from Lexis Nexis CopLogic to create an Incident Report in Axon Records.

2.2.8 Records | C rossroads : Axon will import Crash and Citation information from Crossroads to be added to an Inci dent Report.

2.2.9 Records | Lex is Nex is: Axon will export incident report data to Lex is Nex is for online reporting.

2.2.10 Records | IDEMIA: Axon will import booking photos from IDEMIA Livescan shared folder or other proper method into Axon Records.

2 . 3 D A T A C O N V E R S I O N
 Axon will work with Agency to map the data from the legacy data structures and formats into Axon Records and Axon Dispatch.
 Data quality shall be addressed by Agency prior to pro vision ing to Axon.  If necessary , as determined by Axon , Agency must facilitate meetings with all third -party system vendors where a data conversion is required.  Agency ’s third -party system vendor s will perform the extractions and provide Axon with data dictionaries, the structure, format, and any documentation that will allow effective migration of the data.

2.3.1 Inform | CAD Data Conversion: Axon will import the following data from the legacy ( CentralSquare) system:
• Two years, call for service (CFS)

PAGE
5 • Two years unit history
• Two years unit activity
• Premise Hazard data

2.3.2 Central Square | Records Data Conversion (Classic -Inform RMS and WEB -Records Enterprise) : Axon will import legac y UCR and CIBRS dat a from Central Square into Axon Records.

2 . 4 R E P O R T I N G A N D D A T A S T O R E
 Axon will configure and make available to Agency a read only Azure SQL Database containing information within the Axon Systems allowing Agency to utilize available data.
 Axon will provid e Agency with a data dictionary and/or other appropriate documentation.
 If Axon provide s reports for specific purposes as indicated , it is the responsibility of Agency to maintain them.
 Axon will allow access to the datastore by third party vendors as requested by agency, to allow the agency and/or vendor to utilize available data.

2. 5 R E A D I N E S S
 Axon will conduct Functional Acceptance Testing via use cases approved by Axon and Agency.
 All issues discovered during and after training will be entered int o the service portal for triage.

2. 6 T R A I N I N G
 Axon will document and propose a Training Plan to Agency based on user types and availability, including additional IT and Admin Training.  All training will be hands on in an Axon provided Training environme nt.  Agency will provide facilities and equipment for conducting the Training .  Train the Trainer: Axon will provide session(s), materials and support allowing Agency’s in -house trainers to conduct their own Training . Agency is responsible for updating all T raining materials after final acceptance.

2. 7 GO - L I V E

PAGE
6  Axon will choreograph and orchestrate the Go -Live event.  Commencing on the date of the Go -Live event, a 30 -day reliability period will begin, allowing Agency to experience the Axon Records and Axon Dispatch functionality.
 If no Blockers are reported during the 30 -day reliability period, upon Agency agreement an d signoff, the system shall be deemed to have achieved Final Acceptance.

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7 3. P R O J E C T M A N A G E M E N T:
3 . 1 M A N A G E M E N T R E S O U R C E S
 Both Parties will assign a Project Manager to ensure completion of deliverables.
 Axon’s Project Manager will ensure all team members f rom Axon and Agency are continually updated on the status of the Project.
3 . 2 R E Q U I R E M E N T S P L A N N I N G
 All Project requirements will be documented in Requirements Planning .  Once all requirements are agreed to, Axon’s Project Manager will work with Agency’s Project Manager to develop a Project plan for Axon’s implementation.
3 . 3 C H A N G E C O N T R O L
 If any changes in the Project cause a material increase or decrease in fees , as dete rmined by Axon, an adjustment in the fe es will be agreed upon and included in a signed PCO form.
 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.
3 . 4 M I L ES T O N E C O M P L E T I O N R E P O R T ( “ M C R ” )  Axon will submit an MCR to Agency for approval upon completion of a Milestone.
 Upon receiving an MCR, Agency has 1 4 calendar days to approve or respond in writing with issues related to the MCR. Failure to reply within 1 4 ca lendar days will be deemed approval.

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8 4 . A G E N C Y C O M M I T M E N T S :
 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 or 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 Agency’s Axon Evidence account when required.

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9 5 . S U P P O R T:
 Axon will provide on -site Go -Live support the week the system is cut -over.  The Product undergoes updates and enhancements which Agency will automatically receive.
 Axon will provide Agency’s End Users access to the help.axon.com support portal to submit an d review service tickets.
 For Technical Support assistance, Agency may contact a Technical Support representative at 800 -978 -2737, or via email at [email protected]. Online, email -based support and remote -location troubleshooting are included on an ongoing basis as part of Agency’s investment in the Axon ecosystem. Phone support is available 24/7.

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10 6 . T E R M S A N D C O N D I T I O N S :

This SOW is governed by the Master Services and Purchasing Agreement executed by the Parties.

A X O N E N T E R P R I S E , I N C .

Signature: ________ _____________
Name: _________________________
Title: _________________________
Date: _________________________

A G E N C Y
Signature: _________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________

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11 AT TA C H M E N T A - M I L E S T O N E C O M P L E T I O N

R E P O R T T E M P L AT E

By signing for the items in this Milestone Completion Checklist, 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 Orange Police Department :

□ Project Kickoff
□ Requirements Completion
□ Completion of Configuration
□ Functional Review and Acceptance Testing
□ Completion o f Agency Training
□ Go -Live
□ Final Acceptance

Date Services were completed on:

_________ day of _______________ , 20 ___

Today’s Date: ______________

Agency Name: ______________________________________

Signature: _________________________________________

Printed Name: ______________________________________

Title: ______________________________________________

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12 Email: ______________________________________________

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13 AT TA C H M E N T B - P R O J E C T C H A N G E O R D E R

T E M P L AT E

Dat e:

Axon Product or Service:

Change Order Details

A X O N E N T E R P R I S E , I N C .

Signature: _____________________
Name: _________________________
Title: _________________________
Date: _________________________

A G E N C Y
Signature: _________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________

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14 AT TA C H M E N T C - T H I R D- PA R T Y P R O D U C T S A N D

S E R V I C E S
In order to deliver a complete solution to Agency, Axon employs Third -Party Products and Services providers.

Axon will be responsible for the management of third parties identified within this Attachment C for the purposes of this Project. A ll communications between those third parties, Agency and Axon will be managed by Axon including any supporting requirements, Integration Acceptance Testing, Functional Acceptance T esting or the processing of PCO or MCR documentation.

The following Third -Party Products and Services are included within the scope of this SOW:
 Commsys (“ Commsys”):
 Included within this Project are products and services from Commsys for purposes of connecting to and conducting transactions with state and/or regional informatio n providers.
 Agency agrees to provide a CJIS compliant server and operating environment for hosting of the Commsys software and make remote connectivity available to Axon as required in order to install, configure and test the software and its integratio n with Axon products. The technical requirements are:
o 1.4GHz 32 or 64 bit dual core processor, 4GB RAM, 120GB Hard Driv e, Video Adapter and Monitor with a minimum resolution 1280x1024 and 256 colors , TCP/IP LAN Network connectivity to any client and softwa re components on same or separate hardware , Established connectivity to a CJIS Interface
o Microsoft Operating System (32 or 64 -bit) , Microsoft Windows Server 2012 R2 with Microsoft SQL Server 2012 and higher
▪ Or Microsoft Windows Server 2008 R2 SP1 with SQL Server 2014 and lower
o Microsoft SQL Server Management Studi o, Microsoft Internet Information Services , IIS Management Console , IIS 6 Metabase Compatibility , IIS 6 Management Console , FastCGI Support , Internet Explorer 11
 Microsoft Data Gateway (“Data Gateway”):
 Included within this Project is software that allows integrations within Agency’s local environment to communicate with Axons cloud hosted environment.
 Agency agrees to provide a CJIS server and operating environment for hos ting of the Data Gateway.

EXHIBIT “C”

MASTER SERVICES AND PURCHASING AGREEMENT

[Beneath this sheet.]

Master Services and Purchasing Agreement for Agency

Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 1 of 22
This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote (“ Effective Date”). Axon and Agency are each a “ Party” and collectively “ Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and al l such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1. Definitions.

1.1. “Axon Cloud Services ” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.

1.2. “Axon Device” means all hardware provided by Axon under this Agreement.

1.3. “Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices.

Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment e stimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. “Services” means al l services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated (“Term”).

2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”).

2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then - current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding . If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees.

4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate.

5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote.

6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.

7. Warranty.

7.1. Limited Warranty; Disclaimer . Axon warrants that Axon -manufactured Device s are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm and Axon - manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly.

Extended warranties run from the expiration of the 1 -year hardware warranty through the extended warranty term. All software and Axon Cloud Services, are provided "AS IS," wi thout any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non -infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon (“Third -Party Products”) are not covered by Axon’s

Master Services and Purchasing Agreement for Agency

Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 2 of 22
warranty and are only subject to the warranties of the third-party provider or manufacturer.

7.2. Claims. If Axon receives a valid warranty claim for an Axon -manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon - manufactured Device, at Axon’s option. A replacem ent Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon -manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90-days from the date of repair or replacement.

7.2.1. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering an Axon -manufactured Device for service, Agency must upload Axon -manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“ Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non -functioning units while Agency submits the broken or non -functioning unit s, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section

5. Axon assumes no liabil ity or obligation in the e/vent Agency does not utilize Spare Axon Devices for the intended purpose.

7.4. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or remov ed serial number.

Axon’s warranty will be void if Agency resells Axon Devices.

7.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement.

7.4.2. Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.5. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.6. Third-Party Software and Services . Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.

7.7. Axon Aid . Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, 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 Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releas ee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency.

8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

Master Services and Purchasing Agreement for Agency

Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 3 of 22

9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency.

11. Bundled Offerings. Some offerings in bundled offerings may not be generally availa ble at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle.

12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

13. IP Rights. Axon owns and reserves all right, title, and interest in Axon -manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.

14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon -manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or sett lement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software t hat is not the most current release provided by Axon.

15. Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute betw een Agency and a third-party over Agency’s use of Axon Devices.

16. Termination.

16.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable.

16.3. Effect of Termination . Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of 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 di sclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Conf idential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement.

18. General.

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 ventu re, agency, fiduciary, or employment relationship between the Parties.

Master Services and Purchasing Agreement for Agency

Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 4 of 22

18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations.

18.6. Assignment. Neither Party may assign this Agreement without th e 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, and Agency Responsibilities.

18.10. Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.11. Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices:

Axon: Axon Enterprise, Inc. Agency: Orange Police Department Attn: Legal Attn:
17800 N. 85th Street Street Address: 1107 N Batavia St.

Scottsdale, Arizona 85255 City, State, Zip: Orange, CA 92867 [email protected] Email:

18.12 Entire Agreement . This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement , has duly executed and delivered this Agreement as of the date of signature.

AXON: AGENCY:

Axon Enterprise, Inc. Orange Police Department

Signature:

Signature:

Name: Name:

Title:

Title:

Date:

Date:

Master Services and Purchasing Agreement for Agency
Title: Master Services and Purchasing Agreement for Agency Department: Legal
Version: 14.0
Release Date: 3/10/2022 Page 5 of 22
Axon Cloud Services Terms of Use Appendix

1. Definitions.

1.1. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data.

1.2. “Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content.

1.3. “Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities.

Non-Content Data does not include Agency Content.

1.4. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

2. Access. Upon Axon granting Agency a subscription to Axon Cloud S ervices, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”).

Agency may not upload non-TASER Data to Axon Evidence Lite.

3. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records.

Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud S ervices and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.

5. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will imme diately terminate that end user’s access to Axon Cloud Services.

5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen.

5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms.

6. Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud -services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

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7. Axon Body 3 Wi -Fi Positioning . Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. (“ Skyhook”) to facilitate the Wi -Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.

8. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited da ta in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access.

9. Location of Storage . Axon may transfer Agency Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency.

10. Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third -party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement.

11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services.

12. Axon Records. Axon Records is the software -as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, if any, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.

12.1. The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term (“Axon Records Subscription”)

12.2. An “Update” is a generally available release of Axon Records that Axon makes available from time to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) n ew versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.

12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency.

12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages.

13. Axon Cloud Services Restrictions . Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;

13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; Master Services and Purchasing Agreement for Agency
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13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

13.4. use trade secret information contained in Axon C loud Services, except as expressly permitted in this Agreement;

13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;

13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or

13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.

14. After Termination . Axon will not delete Agency Content for 90 days following termination. There will b e no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90 -days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services.

15. Post-Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal A cquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services.

17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions.

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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 Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, “ACEIP Purposes”). However, at all times, Axon will comply with its obliga tions pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain s egments or elements of the Agency Content (collectively, “ ACEIP Content”). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasona bly 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 1 1. For clarity, ACEIP Content wi ll still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request.

Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACE IP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content (“Use Case”). From time to time, Axon may develop and deploy new Use C ases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) (“New Use Case”).

2.2. Expiration of ACEIP Tier 1 . Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with , or could reasonably be linked directly or indirectly to Agency.

3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon’s services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency

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.

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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.
☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2.

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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.

1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 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 4 consecutive days of on -site service and a professional services manager to work with Agency to assess Agency’s deployment and determine which on -site service s are appropriate. If Agency requires more than 4 consecutive on -site days, Agency 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 Agency need • Register cameras to Agency domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access • One on-site session included
Dock configuration
• Work with Agency to decide the ideal location of Docks and set configurations on Dock • Authenticate Dock with Axon Evidence using admin credentials from Agency • 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 practice 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 Agency’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Agency’s in -house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

3. Body-Worn Camera Starter Service (Axon Starter) . Axon Starter includes advance remote project planning and configuration support and one day of on-site Services and a professional services manager to work closely with Agency to assess Agency’s deployment and determine which Services are appropriate. If Agency requires more than 1 day of on -site Services, Agency must purchase additional on -site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
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• Troubleshoot IT issues with Axon Evidence and Axon Dock (“Dock”) access /Dock configuration
• Work with Agency to decide the ideal location of Dock setup and set configurations on Dock • Authenticate Dock with Axon Evidence using “Administrator” credentials from Agency • Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency’s in -house instructors who can support Agency’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
• Assistance with device set up and configuration
• Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one day of on-site services.

5. CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency 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 Agency 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 Agency’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 Agency’s subsequent Axon Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency • For the CEW Starter Package: Training for up to 1 individual at Agency TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.

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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Agency with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

7. Signal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on -site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed -upon installation date(s). Installation includes:

Removal of existing connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device

8. 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.

9. 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 ch arge Agency travel time by Axon personnel to Agency premises as work hours.

10. Access Computer Systems to Perform Services . Agency authorizes Axon to access relevant Agency 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 Agency.

Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

11. Site Preparation . Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices (“User Documentation”). User Documen tation 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 Agency or Axon), Agency must prepare t he location(s) where Axon Devices are to be installed (“ Installation Site”) per the environmental specifications in the Axon Device User Documentation. Following installation, Agency 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 Agency when Axon generally releases it

12. Acceptance. When Axon completes professional Services, Axon will present an acceptance form (“Acceptance Form”) to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 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 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services.

13. Agency Network. For work performed by Axon transiting or making use of Agency’s network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency’s network from any cause.

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Technology Assurance Plan Appendix
If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.

1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1 -year hardware limited warranty.

2. Officer Safety Plan. If Agency purchases an Officer Safety Plan (“OSP”), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3. OSP 7 Term. OSP 7 begins on the date specified in the Quote (“OSP 7 Term”).

4. TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body -worn camera (“ BWC Upgrade”) as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.

5. TAP Dock Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quo te (“Dock Upgrade”). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Agency originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.

6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency.

7. Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8. Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destructio n to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency.

9. Termination. If Agency’s payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP.

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TASER 7 Appendix
This TASER 7 Appendix applies to Agency’s TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable.

1. Duty Cartridge Replenishment Plan. If the Quote includes “ Duty Cartridge Replenishment Plan ”, Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency’s responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, “ Training Content”), Agency may access Training Content. Axon will deliver all Training Content electronically.

3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5-year term, which includes the hardware manufacturer’s warranty plus the 4-year extended term.

4. Trade-in. If the Quo te contains a discount on CEW -related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount (“Trade-In Units”) to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.

Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days

5. TASER 7 Subscription Term . The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date.

6. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not exceed the number of end users than the Quote specifies.

7. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body.

8. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency’s TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:

8.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.

8.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination.

8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan.

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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 Agency’s Computer-Aided Dispatch (“ CAD”) or Records Management Systems (“ RMS”). This allows end users to auto - populate Axon video meta-data with a case ID, category, and location-based on data maintained in Agency’s CAD or RMS.

2. Support. For thirty days after completing Auto -Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS.

3. Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.

4. Agency Responsibilities. Axon’s performance of Auto-Tagging Services requires Agency to:

4.1. Make available relevant systems, including Agency’s current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2. Make required modifications, upgrades or alterations to Agency’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services;

4.3. Provide access to the premises where Axon is performi ng Auto-Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4. Provide all infrastructure and software information (TCP/IP addr esses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5. Promptly install and implement any software updates provided by Axon;

4.6. Ensure that all appropriate data backups are performed;

4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8. Provide Axon with remote access to Agency’s Axon Evidence account when required;

4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and

4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.

5. Access to Systems. Agency authorizes Axon to access Agency’s relevant computers, network systems, and CAD or RM S solely for performing Auto -Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency.

Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency.

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Axon Fleet Appendix
If Axon Fleet is included on the Quote, this Appendix applies.

1. Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, “Axon Fleet”) as established by Axon during the qualifier call and on -site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change.

2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint’s end user license agreement. The term of the C radlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.

3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.

4. Wireless Offload Server.

4.1. License Grant. Axon grants Agency a non -exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server (“ WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

4.2. Restrictions. Agency may not: (a) modify, al ter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS (“WOS Updates”) available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.

4.4. WOS Support . Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance.

5. Axon Vehicle Software.

5.1. License Grant. Axon grants Agency a non -exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, “Axon Vehicle Software”.) “Use” means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.

5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.

6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within 7 days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.

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7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the “Fleet Technology Assurance Plan” (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware (“ Axon Fleet Upgrade”) as schedule on the Quote.

7.1. If Agency would like to change m odels for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of pre viously installed hardware and installation of the Axon Fleet Upgrade.

7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, in cluding serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.

8. Axon Fleet Termination . Axon may terminate Agency’s Fleet subscription for non -payment. Upon any termination:

8.1. Axon Fleet subscription coverage terminates, and no refunds will be given.

8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade.

8.3. Agency will be responsible for payment of any missed payme nts due to the termination before being allowed to purchase any future Fleet TAP.

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Title: Master Services and Purchasing Agreement for Agency Department: Legal
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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.

1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axo n Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.

2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency’s Axon Respond to better meet Agency’s needs.

3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrie r of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Agency’s consent.

4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency’s LTE carrier.

5. Axon Respond Service Limitations . Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak b atteries, 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 di srupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

5.1. With re gard to Axon Body 3, Partner networks are made available as -is and the carrier mak es no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly und erstands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

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Add-on Services Appendix
This Appendix applies if Axon Citizen for Communities, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.

1. Subscription Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscript ion begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency.

1.1. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.

1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on.

2. Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal (“ Portal Content ”), within Agency’s Axon Evidence instance. The post -termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.

3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency’s CAD or RMS.

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Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.

1. Subscription Term . If Agency 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 Agency. If Agency purchases Axon Auto - Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency.

1.1. If Agency 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 Agency a set number of minutes, Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll over unused minutes to future Auto -Transcribe terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes. Axon Auto -Transcribe minute s expire one year after being provisioned to Agency by Axon.

3. Axon Unlimited Transcribe. Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto - Transcribe, Agency 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 foreg oing, 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.

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Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Agency related to virtual reality (collectively, “Virtual Reality Media”).

2. Headsets. Agency may purch ase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Agency must purchase those headsets from Axon.

3. License Restrictions . All licenses will immedi ately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Media licenses from Axon. Agency may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Agency may not:

3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;

3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any proc ess to derive the source code of Virtual Reality Media, or allow others to do the same;

3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement;

3.4. use trade secret information contained in Virtual Reality Media;

3.5. resell, rent, loan or sublicense Virtual Reality Media;

3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or

3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.

4. Privacy. Agency’s use of the Vir tual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/legal/axon-virtual-reality-privacy-policy.

5. Termination. Axon may terminate Agency’s license immediately for Agency’s failure to comply with any of the terms in this Agreement.

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Axon Channel Services Appendix
This Appendix applies if Agency purchases Axon Channel Service, as set forth on the Quote.

1. Definitions.

1.1. “Axon Digital Evidence Management System ” means Axon Evidence or Axon Commander, as specified in the attached Channel Services Statement of Work.

1.2. “Active Channel ” means a third -party system that is continuously communicating with an Axon Digital Evidence Management System.

1.3. “Inactive Channel” means a third -party system that will have a one -time communication to an Axon Digital Evidence Management System.

2. Scope. Agency currently has a third -party system or data repository from which Agency desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency’s third-party data into an Axon Digital Evidence Management System or the transfer of Agency 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 Agency Content. Agency is responsible for verifying all necessary data is migrated correctly and retained per Agency policy.

3. Purpose and Use. Agency is responsible for verifying Agency 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, Agency 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 Agency’s network and systems to perform the Services described in the Channel Services SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency.

4. Project Management. Axon will assign a Project Manager to work closely with Agency’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.

5. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.

6. Monitoring. Axon may monitor Agency’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.

Agency agrees not to interfere with such monitoring or obscure from Axon Agency’s use of channel services.

7. Agency’s Responsibilities. Axon’s successful performance of the Channel Services requires Agency:

7.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);

7.2. Provide access to the building facilities and where Axon is to perform the Channel Service s, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Channel Services);

7.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;

7.4. Ensure all appropriate data backups are performed;

7.5. Provide Axon with remote access to the Agency’s network and third-party systems when required for Axon to perform the Channel Services;

7.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and

7.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services).