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HomeMy WebLinkAboutItem 06.q Date: Item No. MASTER SERVICES AND PURCHASING AGREEMENT, STATEMENT OF WORK AND CONFIGURATION WITH AXON ENTERPRISES, INC. Proposed Action Staff recommends adoption of the following motion: Move to approve Master Services and Purchase Agreement, Statement of Work and Configuration with Axon Enterprises, Inc. Overview Passage of this motion will result in an agreement, with Axon, for body worn and in-car camera services until November 2024. Axon agrees to provide equipment for 73 personnel and 31 mobile units. Approximately $106,000 of this contract will be funded by a federal grant over a three-year period. The 2019 General Fund and Equipment Fund budgets included funding for three months of storage costs and the equipment purchases. Future budgets will include the ongoing contract expenses. Primary Issues to Consider • Public meetings provided information that stakeholders strongly support this program. • A public open house was held on 06/18/2019. • The system was tested by department staff with excellent results. • The City Council conducted a public hearing and approved the policy on 07/15/2019 (as required by law). • Axon Enterprises is a state contract provider of Body worn and in-car camera services (contract T-733(5)) Supporting Information • Contract reviewed by the City Attorney • Statement of Work and Configuration reviewed by the Finance Department and the City Attorney Financial Impact: $ Budgeted: Y☒ N☐ Source: Related Documents: (CIP, ERP, etc.): Envision Lakeville Community Values: Safety Throughout the Community Report Completed by: Deputy Chief John Kornmann October 7, 2019 671,360 Grant, General & Equip Fund 2019 Budget Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 1 of 16 This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and Lakeville Police Department (“Agency”). This Agreement is effective as of the last signature date on this Agreement (“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”). The Parties therefore agree as follows: 1 Term. This Agreement begins on the Effective Date and continues for 5 years (“Term”). Agency may renew this Agreement for an additional 5 years upon execution of a new quote. 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. 2 Definitions. “Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. “Axon Devices” means all hardware provided by Axon under this Agreement. “Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. “Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency’s receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 2 of 16 from the expiration of the 1-year hardware warranty through the extended warranty term. Non- Axon manufactured Devices are not covered by Axon’s warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Device with the same or like Device, at Axon’s option. A replacement Device will be new or like new. Axon will warrant the replacement Device for the longer of (a) the remaining warranty of the original Device or (b) 90- days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering a Device for service, Agency must upload 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 Device sent to Axon for service. 7.3 Spare Devices. Axon may provide Agency a predetermined number of spare Devices as detailed in the Quote (“Spare Devices”). Spare Devices will replace broken or non-functioning units. If Agency utilizes a Spare Device, Agency must return to Axon, through Axon’s warranty return process, any broken or non-functioning units. Axon will repair or replace the unit with a replacement Device. Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Devices provided. If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice. 7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Device use instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Device; (d) force majeure; (e) Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 . Axon’s cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon Product will not exceed the applicable maximum tort liability for municipalities listed in Minnesota Statutes Section 466.03. Except for the indemnification obligations pursuant to Paragraphs 11 and 13, in no event will either Party be liable for any special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Records, Axon CAD, Axon Interview Room, 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 DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 3 of 16 signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 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 Devices and Services previously purchased by Agency. 11 Insurance.. Insurance. Axon will maintain, at Axon’s own expense and in full force and effect during the Term and will furnish certificates of insurance or self-insurance upon request of the following insurance policies: 11.1 Commercial General Insurance Liability Insurance. Contractor is required to maintain in Commercial General Liability Insurance with limits not less than $1,000,000 per occurrence, $2,000,000 annual aggregate, $2,000,000 annual aggregate products/completed operations. The following coverages shall be included: Premises and Operations Bodily Injury and Property Damage; Personal and Advertising Injury; Blanket Contractual Liability; and Products and Completed Operations Liability. The City shall be named as an additional insured. 11.2 Commercial Automobile Liability Insurance. Axon is required to maintain insurance protecting it from claims for damages for bodily injury as well as from claims for property damage resulting from the ownership, operation, maintenance, or use of all autos which may arise from operations under this Agreement, and in case any work is subcontracted, Axon will require the subcontractor to maintain commercial automobile liability insurance. Insurance minimum limits are as follows: $1,000,000 – per occurrence Combined Single Limit for Bodily Injury and Property Damage. In addition, the following coverages should be included: Owned, Hired, and Non-owned Automobiles 11.3 Workers’ Compensation Insurance. Except as provided below, Axon must provide workers’ compensation insurance for all its employees, and in case any work is subcontracted, Axon will require the subcontractor to provide workers’ compensation insurance in accordance with the statutory requirements of the State of Minnesota, including Coverage B, employer’s liability. Insurance minimum limits are as follows: $500,000 - Bodily Injury by Disease per employee; $500,000 – Bodily Injury by Disease aggregate; and $500,000 – Bodily Injury by Accident. If Minnesota Statutes, Section 176.041 exempts Axon from workers’ compensation insurance or if Axon has no employees in the Agency city, Axon must provide a written statement, signed by an authorized representative, indicating the qualifying exemption that excludes Axon from the Minnesota workers’ compensation requirements. If during the course of the Agreement, Axon becomes eligible for workers’ compensation, Axon must comply with the workers’ compensation insurance requirements herein and provide Agency with a certificate of insurance. 11.4 Additional Insurance Provisions. 11.4.1 Axon’s policies shall be primary insurance to any other valid and collectible insurance available to the Agency with respect to any claim arising out of Axon’s performance under the Agreement. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 4 of 16 11.4.2 Axon’s policies and Certificate of Insurance shall contain a provision that coverage afforded under the policies shall not be cancelled without at least thirty (30) days advanced written notice to the Agency. 11.4.3 Axon is responsible for payment of Agreement-related insurance premiums and deductibles. 11.4.4 If Axon is self-insured, a Certificate of Self-Insurance must be attached. 11.4.5 Axon’s policies shall include legal defense fees in addition to its liability policy limits. 11.4.6 Axon shall obtain insurance policies from insurance companies having an “AM BEST” rating of A- (minus); Financial Size Category (FSC) VII or better, and authorized to do business in Minnesota. 11.4.7 An umbrella or excess liability insurance policy may be used to supplement Axon’s policy limits on a follow-form basis to satisfy the full policy limits required by the Agreement. 11.4.8 The Agency reserves the right to immediately terminate the Agreement if Axon is not in compliance with the insurance requirements and retains all rights to pursue any legal remedies against Axon. 11.4.9 Axon is required to submit Certificates of Insurance acceptable to the Agency as evidence of the required insurance coverage requirements. 12 Indemnification. Axon will indemnify Agency’s officers, directors, and employees (“Agency Indemnitees”) against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency’s negligence or willful misconduct, or claims under workers compensation. 13 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 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 Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15 Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 5 of 16 Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices. 16 Termination. 16.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases 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 Devices received and amounts paid towards those Devices. If terminating for non- appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components. 17 Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 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 venture, agency, fiduciary, or employment relationship between the Parties. 18.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 6 of 16 18.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9 Survival. The following sections will survive termination: Payment, Warranty, 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. Attn: Legal 17800 N. 85th Street Scottsdale, Arizona 85255 legal@axon.com Agency: Lakeville Police Department Attn: Deputy Chief John Kornmann 9237 183rd Street Lakeville, MN 55044 jekornmann@lakevillemn.gov 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 representative identified below declares that the representative is authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Signature: ______________________________________ Name: _________________________________________ Title: __________________________________________ Date: __________________________________________ DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 VP, Assoc. General Counsel 10/2/2019 | 3:50 PM MST Robert Driscoll Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 7 of 16 City of Lakeville Signature: ______________________________________ Name: _________________________________________ Title: __________________________________________ Date: __________________________________________ ATTEST: Signature: ______________________________________ Name: _________________________________________ Title: __________________________________________ Date: __________________________________________ DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 8 of 16 Axon Cloud Services Terms of Use Appendix 1 Definitions. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. “Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. “Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 2 Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription begins after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of the month, the start date is the 15th of the following month. For phased deployments, the start date begins on shipment of phase one. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term ends upon completion of the Axon Evidence subscription stated in the Quote (“Axon Evidence Subscription Term”). Start dates for Axon Records and Axon Dispatch will be addressed through an SOW. 3 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non-TASER Data to Axon Evidence Lite. 4 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 5 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 6 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 DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 9 of 16 violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen. 7 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 8 Storage. For Axon Evidence Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body-worn camera. For Axon Air Evidence subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from an Axon Air device. For Axon Interview Room Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Interview Room hardware. For Axon Fleet Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Fleet hardware. 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. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 10 of 16 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 Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 12.2. 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; 12.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 12.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 12.6. 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 12.7. 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. 13 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 14 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. 15 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 16 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 11 of 16 Professional Services Appendix 1 Utilization of Services. Agency must use pre-paid professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body-Worn Camera 1-Day Service (BWC 1-Day). BWC 1-Day includes 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, additional on-site assistance is $2,500 per day. The BWC 1-Day options include: System set up and configuration (Remote Support)  Setup Axon Mobile on smartphones (if applicable)  Configure categories & custom roles based on Agency need  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 3 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. 4 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 5 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. 6 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Devices (“User Documentation”). User Documentation will include all required environmental DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 12 of 16 specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed (“Installation Site”) per the environmental specifications in the Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it. 7 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. 8 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. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 13 of 16 Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the 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 CradlePoint license may differ from the Axon Evidence Subscription. CradlePoint installation is outside the scope of this Agreement. If Agency requires CradlePoint support, Agency will contact CradlePoint directly. 3 Third-party Installer. If Agency (a) installs Axon Fleet and related hardware without “train the trainer” Services from Axon; (b) does not follow instructions provided by Axon during train the trainer; or (c) uses a third-party to install the hardware (collectively, “Third-party Installer”), Axon will not be responsible for Third-party Installer’s failure to follow instructions relating to installation and use of Axon Fleet. Axon will not be liable for the failure of Axon Fleet hardware to operate per Axon’s specifications or damage to Axon Fleet hardware due to a Third-party Installer. Axon may charge Agency if Axon is required to (a) replace hardware damaged by Third-party Installer; (b) provide extensive remote support; or (c) send Axon personnel to Agency to replace hardware damaged by Third-party Installer. 4 Wireless Offload Software. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Software (“WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS (“WOS Updates”) available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance. 5 Wireless Microphone. The Axon Fleet Wireless Microphone subscription is a 5-year term. If this Agreement terminates for any reason before the end of the 5 years, Agency must pay the remaining MSRP for the Wireless Microphone, or if terminating for non-appropriations, return the Wireless DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 14 of 16 Microphone to Axon. 6 Fleet 2 Unlimited. Both Fleet 2 Unlimited and Fleet 2 Unlimited 60 require a 5-year term. Both offerings provide a 4-year extended warranty on Axon Fleet camera hardware. 7 Fleet 2 Unlimited Upgrade. For Axon Fleet 2 Unlimited, 5-years after the start of the Axon Evidence Subscription associated with Agency’s Axon Fleet Purchase, Axon will provide Agency a new front and new rear Axon Fleet camera that is the same or like Device, at Axon’s sole option (“Axon Fleet Upgrade”). Axon Fleet 2 Unlimited 60 is not eligible to receive an Axon Fleet Upgrade. After Agency makes the fifth Axon Fleet Unlimited payment, Agency may elect to receive the Axon Fleet Upgrade anytime in the fifth year of the Axon Evidence Subscription associated with Agency’s Axon Fleet Purchase. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon will deactivate the serial numbers for the Devices received by Agency. 8 Fleet Unlimited Termination. If Agency’s payment for any Axon Fleet Unlimited program or Axon Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once Axon Fleet Unlimited terminates for any reason, then: 8.1. Axon Fleet Unlimited coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade Models. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 15 of 16 Technology Assurance Plan Appendix If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies. 1 Term. TAP begins after shipment of Devices covered under TAP. If Axon ships Devices in the first half of the month, TAP starts the 1st of the following month. If Axon ships Devices in the second half of the month, TAP starts the 15th of the following month. (“TAP Term”). 2 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 3 Officer Safety Plan Standard. The Officer Safety Plan Standard (“OSP Standard”) includes Axon Evidence Unlimited, TAP for Axon body-worn camera (“BWC”) and Axon Dock, one TASER X2 or X26P CEW with a 4-year extended warranty, one CEW battery, and one CEW holster. Agency must purchase OSP for 5 years (“OSP Term”). At any time during the OSP Term, Agency may choose to receive the X2 or X26P CEW, battery and holster by providing a $0 purchase order. 4 Officer Safety Plan 7. Both the Officer Safety Plan 7 (“OSP 7”) and Officer Safety Plan 7 Plus (“OSP 7 Plus”) include Axon Evidence Unlimited, TAP for Axon BWC and Axon Dock, TASER 7 Certification Plan, Axon Records Core, and Axon Aware. OSP 7 Plus also includes Axon Aware Plus, Signal Sidearm, Auto-Tagging, Axon Performance, Axon Redaction Assistant, and Axon Citizen for Communities. Both bundles are subject to additional terms for services in their bundle. Agency must purchase an OSP 7 subscription for every TASER 7 CEW user. Agency must accept delivery of the TASER 7 CEW and accessories as soon as available from Axon. Some offerings in the OSP 7 bundles may not be generally available at the time of Agency’s OSP 7 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 OSP 7 bundle. Axon Records Core includes the following applications: Report Writer, NIBRS Incident Reporting, Axon Evidence Integration, Case Management, Civil & Protection Orders (early 2020), Physical Property, Information Exchange Access, APIs. Additional applications, as well as any Axon professional services needed to configure Axon Records, are not included in the Axon Records Core fee or any bundle that includes Axon Records Core. 5 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month. For phased deployments, each phase has its own start and end date based on the phase’s first shipment per the above. OSP 7 runs for 5 years from the OSP 7 start date (“OSP 7 Term”). 6 TAP BWC Upgrade. If Agency purchased 3 years of Axon Evidence Unlimited or TAP as a standalone and makes all payments, Axon will provide Agency a new Axon BWC 3 years after TAP starts (“BWC Upgrade”). If Agency purchases 5 years of Axon Evidence Unlimited, an OSP, or TAP as a standalone and makes all payments, Axon will provide Agency a BWC Upgrade 2.5 and 5 years after TAP starts. If Agency purchased TAP as a standalone, Axon will provide a BWC Upgrade that is the same or like Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. If Agency purchased Axon Evidence Unlimited or an OSP, DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 16 of 16 Agency may choose a new BWC of Agency’s choice. 7 TAP Dock Upgrade. If Agency purchased 3 years of Dock TAP and makes all payments, Axon will provide Agency a new Axon Dock 3 years after TAP starts (“Dock Upgrade”). If Agency purchases 5 years of Axon Evidence Unlimited, an OSP, or Dock TAP and makes all payments, Axon will provide Agency a Dock Upgrade 2.5 and 5 years after TAP starts. The Dock Upgrade at year 2.5 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 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 Device, at Axon’s option. 8 Upgrade Delay. Axon may ship the BWC and Dock Upgrades at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the second BWC and Dock Upgrade 60 days before the end of the Term without prior confirmation from Agency. 9 Upgrade Change. If Agency wants to change 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. 10 Return of Original Device. If Axon provides a warranty replacement 6 months before the date of a BWC Upgrade or Dock Upgrade, the replacement is the upgrade. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Devices. If Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the Devices received by Agency. 11 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: 11.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be given. 11.2. Axon will not and has no obligation to provide the Upgrade Models. 11.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. DocuSign Envelope ID: 6EA4BF1F-EBB7-4660-A7E8-0AA667018207 Lakeville Police Dept. -MN ISSUED 10/3/2019 AXON SALES REPRESENTATIVE Connor Duffy cduffy@axon.com Q-229501-43741.732CD 1 Payment Terms: Net 30 Delivery Method: Fedex -Ground Q-229501-43741.732CD Year 1 -BWC Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 85114 EVIDENCE.COM INCLUDED STORAGE (GB)-5 YEAR CONTRACT 2,840 0.00 0.00 0.00 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 7 468.00 468.00 3,276.00 85110 EVIDENCE.COM INCLUDED STORAGE 210 0.00 0.00 0.00 80012 BASIC EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 6 180.00 180.00 1,080.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK 73 499.00 499.00 36,427.00 74008 AXON DOCK, 6 BAY + CORE, AXON BODY 2 12 1,495.00 1,495.00 17,940.00 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 12 42.00 42.00 504.00 74018 Z-BRACKET MOUNT, MENS, AXON RAPIDLOCK 73 0.00 0.00 0.00 71026 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 73 0.00 0.00 0.00 11553 SYNC CABLE, USB A TO 2.5MM 73 0.00 0.00 0.00 Other 73460 EVIDENCE.COM UNLIMITED PLUS DOCK TAP: 5 YEAR 72 0.00 0.00 0.00 73461 Evidence.com Unlimited Plus License Annual Payment 73 1,068.00 316.54 23,107.42 Issued: 10/03/2019 Quote Expiration: 10/31/2019 Account Number: 112963 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Protect Life. PRIMARY CONTACT Phone: Email: BILL TO Lakeville Police Dept. -MN 9237 183RD ST. W. Lakeville, MN 55044 US SHIP TO Lakeville Police Dept. -MN 9237 183RD ST. W. Lakeville, MN 55044 US SALES REPRESENTATIVE Connor Duffy Phone: Email: cduffy@axon.com Fax: Q-229501-43741.732CD 2 Year 1 -BWC (Continued) Item Description Quantity List Unit Price Net Unit Price Total (USD) Services 85144 AXON STARTER 1 2,750.00 2,749.78 2,749.78 Subtotal 85,084.20 Estimated Shipping 0.00 Estimated Tax 0.00 Total 85,084.20 Year 1 -Fleet Hardware Item Description Quantity List Unit Price Net Unit Price Total (USD) Hardware 71088 AXON FLEET 2 KIT 31 1,560.00 1,560.00 48,360.00 80192 5 YEAR TAP, FLEET 2 KIT 31 0.00 0.00 0.00 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 31 15.00 0.00 0.00 Subtotal 48,360.00 Estimated Tax 0.00 Total 48,360.00 Year 1 -Fleet Software/Services Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80167 FLEET 2 VIEW XL VEHICLE LICENSE: YEAR 1 PAYMENT 31 348.00 0.00 0.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 31 408.00 0.00 0.00 Hardware 80174 FLEET 2 TAP PAYMENT: YEAR 1 31 480.00 0.00 0.00 Other No Custom Triggers No Custom Triggers (Declined)1 0.00 0.00 0.00 Services 80131 TRAIN INSTALLER OR INSTALL FACILITY, 2 DAYS ONSITE, PER SITE 1 6,000.00 828.00 828.00 Subtotal 828.00 Estimated Tax 0.00 Total 828.00 Spares Item Description Quantity List Unit Price Net Unit Price Total (USD) Hardware 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK 2 0.00 0.00 0.00 Protect Life.Q-229501-43741.732CD 3 Spares (Continued) Item Description Quantity List Unit Price Net Unit Price Total (USD) Hardware (Continued) 74018 Z-BRACKET MOUNT, MENS, AXON RAPIDLOCK 2 0.00 0.00 0.00 71026 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK 2 0.00 0.00 0.00 11553 SYNC CABLE, USB A TO 2.5MM 2 0.00 0.00 0.00 71088 AXON FLEET 2 KIT 1 0.00 0.00 0.00 80192 5 YEAR TAP, FLEET 2 KIT 1 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 -BWC Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 7 468.00 468.00 3,276.00 85110 EVIDENCE.COM INCLUDED STORAGE 210 0.00 0.00 0.00 80013 BASIC EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 6 180.00 180.07 1,080.42 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual Payment 73 1,068.00 1,105.86 80,727.78 Subtotal 85,084.20 Estimated Tax 0.00 Total 85,084.20 Year 2 -Fleet Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80168 FLEET 2 VIEW XL VEHICLE LICENSE: YEAR 2 PAYMENT 31 348.00 698.70 21,659.70 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 31 408.00 408.00 12,648.00 Hardware 80175 FLEET 2 TAP PAYMENT: YEAR 2 31 480.00 480.00 14,880.00 Subtotal 49,187.70 Estimated Tax 0.00 Total 49,187.70 Protect Life.Q-229501-43741.732CD 4 Year 3 -BWC Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 7 468.00 468.00 3,276.00 85110 EVIDENCE.COM INCLUDED STORAGE 210 0.00 0.00 0.00 80014 BASIC EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 6 180.00 180.07 1,080.42 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual Payment 73 1,068.00 1,105.86 80,727.78 Subtotal 85,084.20 Estimated Tax 0.00 Total 85,084.20 Year 3 -Fleet Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80169 FLEET 2 VIEW XL VEHICLE LICENSE: YEAR 3 PAYMENT 31 348.00 698.70 21,659.70 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 31 408.00 408.00 12,648.00 Hardware 80176 FLEET 2 TAP PAYMENT: YEAR 3 31 480.00 480.00 14,880.00 Subtotal 49,187.70 Estimated Tax 0.00 Total 49,187.70 Year 4 -BWC Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 7 468.00 468.00 3,276.00 85110 EVIDENCE.COM INCLUDED STORAGE 210 0.00 0.00 0.00 80015 BASIC EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 6 180.00 180.07 1,080.42 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Protect Life.Q-229501-43741.732CD 5 Year 4 -BWC (Continued) Item Description Quantity List Unit Price Net Unit Price Total (USD) Other 73461 Evidence.com Unlimited Plus License Annual Payment 73 1,068.00 1,105.86 80,727.78 Subtotal 85,084.20 Estimated Tax 0.00 Total 85,084.20 Year 4 -Fleet Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80170 FLEET 2 VIEW XL VEHICLE LICENSE: YEAR 4 PAYMENT 31 348.00 698.70 21,659.70 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 31 408.00 408.00 12,648.00 Hardware 80177 FLEET 2 TAP PAYMENT: YEAR 4 31 480.00 480.00 14,880.00 Subtotal 49,187.70 Estimated Tax 0.00 Total 49,187.70 Year 5 -BWC Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 7 468.00 468.00 3,276.00 85110 EVIDENCE.COM INCLUDED STORAGE 210 0.00 0.00 0.00 80016 BASIC EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 6 180.00 180.07 1,080.42 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual Payment 73 1,068.00 1,105.86 80,727.78 Subtotal 85,084.20 Estimated Tax 0.00 Total 85,084.20 Year 5 -Fleet Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80171 FLEET 2 VIEW XL VEHICLE LICENSE: YEAR 5 PAYMENT 31 348.00 698.70 21,659.70 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 31 408.00 408.00 12,648.00 Protect Life.Q-229501-43741.732CD 6 Year 5 -Fleet (Continued) Item Description Quantity List Unit Price Net Unit Price Total (USD) Hardware 80178 FLEET 2 TAP PAYMENT: YEAR 5 31 480.00 480.00 14,880.00 Subtotal 49,187.70 Estimated Tax 0.00 Total 49,187.70 Grand Total 671,359.80 Protect Life.Q-229501-43741.732CD 7 Summary of Payments Payment Amount (USD) Year 1 -BWC 85,084.20 Year 1 -Fleet Hardware 48,360.00 Year 1 -Fleet Software/Services 828.00 Spares 0.00 Year 2 -BWC 85,084.20 Year 2 -Fleet 49,187.70 Year 3 -BWC 85,084.20 Year 3 -Fleet 49,187.70 Year 4 -BWC 85,084.20 Year 4 -Fleet 49,187.70 Discounts (USD) Quote Expiration: 10/31/2019 List Amount 715,626.00 Discounts 44,266.20 Total 671,359.80 *Total excludes applicable taxes Protect Life.Q-229501-43741.732CD 8 Summary of Payments (Continued) Payment Amount (USD) Year 5 -BWC 85,084.20 Year 5 -Fleet 49,187.70 Grand Total 671,359.80 Protect Life.Q-229501-43741.732CD 9 Agency Created For:Lakeville Police Dept. -MN Axon Fleet In-Car Recording Platform This document details a proposed system design STATEMENT OF WORK & CONFIGURATION DOCUMENT Quote:Q-229501-43741.732CD Sold By: Connor Duffy Designed By: Matthew Karsten Installed By:Axon Target Install Date: 10 Q-229501-43741.732CD V-3.26.18 SYSTEM CONFIGURATION DETAILS The following sections detail the configuration of the Axon Fleet In -Car System Vehicle Hardware Vehicle Hardware 2 Axon Fleet Cameras will be installed in each vehicle 2 Axon Fleet Battery Boxes will be installed in each vehicle 1 Axon Signal Units will be installed in each vehicle 1 Sierra Wireless MG90 router will be installed in each vehicle Axon Battery Boxes The battery box provides power to its connected camera for up to 4 hours allowing for video offload while the vehicle ignition state is OFF and the MDT is connected and available. Signal Activation Methods When triggered, the Axon Signal Vehicle (ASV) device will activate the recording mechanism for all configured Axon cameras within 30 feet of the vehicle. Mobile Data Terminal Each vehicle will be equipped with a Mobile Data Terminal provided by the customer. Mobile Data Terminal Requirements Operating System: Windows 7 or Windows 10 -x32 or x64 with the most current service packs and updates Hard Drive: Must have 25GB+ of free disk space RAM/Memory: Windows 7 -4GB or greater | Windows 10 -8GB or greater Ethernet Port: The system requires the MDT to have one dedicated and available Ethernet port reserved for an Ethernet cable from router. The Ethernet port can be located on an electronic and stationary mobile docking station. If a docking station is used, it is the preferred location for the Ethernet port. Wi-Fi Card: The system requires an 802.11n compatible Wi -Fi card using 5Ghz band. USB Ports: If the computer is assigned to the officer and does not remain with the vehicle, then the number dongles ordered should equal the number of officers or the number of computers assigned. At least one dedicated and available USB 2.0 port for the Fleet USB dongle USB Port on MDT or Dock. VEHICLE OVERVIEW SITE NAME CUSTOMER NAME Headquarters Lakeville Police Dept. -MN Total Configured Vehicles •31 Total Vehicles with this Configuration Video Capture Sources •62 Total Cameras Deployed •1 Axon Signal Unit(s) Per Vehicle Mobile Data Terminal Per Vehicle •1 Located In Each Vehicle Mobile Router Per Vehicle •1 Sierra Wireless MG90 Offload Mechanism •4G LTE Cellular Evidence Management System •Evidence.com Axon Camera Signal Unit In-Car Router Battery Box 11 Q-229501-43741.732CD Additional Considerations If the customer has a MiFi hotspot, embedded cellular, or USB 4G, then the customer must purchase a Cradlepoint router with an external antenna and Cradlecare. For agencies that use NetMotion Mobility, Axon traffic must be passed through; such that it does not use the Mobility VPN tunnel. Customer must provide IT and / or Admin resources at time of installation to ensure data routing if functional for Axon Fleet operation. In the event an Agency is unable to support the IT requirements associated with the installation, Axon reserves the right to charge the Agency for additional time associated with on -site work completed by an Axon Employee. Hardware Provisioning Customer will provide the following router for all vehicles:Sierra Wireless MG90 The customer will provide a MDT for each vehicle In-Car Network Considerations Network Requirements Sierra Wireless MG90 will create a dedicated 5Ghz WiFi network within each vehicle. This network will join the Axon Fleet cameras and Mobile Data Terminal together. Network Addressing IP Addressing Total IPs Required Axon Fleet Cameras 62 124Mobile Data Terminal 31 Sierra Wireless MG90 31 Hardware Provisioning Customer to provide all IP addressing and applicable network information Network Consideration Agreement Network Consideration Agreement Customer acknowledges the minimum requirements for the network to support this Statement of Work. All Axon employees performing services under this SOW are CJIS certified. If the network provided by Customer does not meet the minimum requirements, or in the event of a requested change in scope of the project, a Change Order will be required and additional fees may apply. Additional fees would also apply if Axon is required to extend the installation time for reasons caused by the customer or the customer network accessibility. 12 Q-229501-43741.732CD Professional Services & Training Project Management Axon will assign a Project Manager that will provide the expertise to execute a successful Fleet camera deployment and implementation. The Project Manager will have knowledge and experience with all phases of the project management lifecycle and with all application modules being implemented. He/she will work closely with the customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables . Vehicle Installation Axon will be performing the installation of all Axon Fleet vehicle hardware. Installation services purchased from Axon include a “clip” and removal of existing in -car system hardware. This does not include “full removal” of existing wiring. A “full removal” of all existing hardware and wiring is subject to additional fees. Axon provides basic Fleet operation overview to the customer lead and/or Admin at the time of install. Clip vs Rip installation removal: o It is necessary to differentiate between the type of equipment removal to be provided by Axon. Standard Fleet Installation includes hardware removal in a fashion considered “Clip” which means Axon cuts the wires from the old system without removing multiple panels, removing all wiring and parts from the old system.In the case Axon removes the hardware Axon is not responsible for the surplus of hardware or any devices that may have been physically integrated with the removed system.In some situations, radar systems are integrated with the in -car video system and have a cable that connects to the system, if Axon removes the old in car system then Axon is not responsible for the radar system as part of the removal. o A “Rip” removal should be contracted through ProLogic directly. The Rip would be similar to a complete and full removal, which is more common when they retire a vehicle from service. Custom Trigger Installation Axon Signal Units have multiple trigger configuration options. Any trigger configurations that include a door or magnetic door switch are considered “custom” and may be subject to additional fees. An Axon representative has discussed with the Agency the standard triggers of the Fleet System. Those standard triggers include light -bar activation, speed, crash and gun -locks. The light-bar must have a controller to allow Axon to interface for the desired position, gun -locks must be installed with existing hardware in the vehicle. Doors are considered “CUSTOM” since they required additional hardware and time for installation, typically requiring the door may need to be taken apart for the installation. Training End-user go-live training provides individual device set up and configuration assistance, training on device use, Evidence.com and AXON View XL. End-user go-live training and support is not included in the installation fee scope. 13 Q-229501-43741.732CD 4G / Cellular Offload Considerations Network Considerations The Sierra Wireless MG90 will be the connection which allows 4G upload of recorded video The customer will ensure that their cellular contract does not allow for data throttling, or service denial, once a set data threshold is met. Throttling or denial of service will negatively affect Fleet upload capabilities. The MDT's 4G connection will facilitate the upload of recorded video content. Hardware Provisioning The customer will provide all 4G sim cards as required by their mobile provider. 14 Q-229501-43741.732CD Tax is subject to change at order processing with valid exemption. Axon’s Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and 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.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 beh alf 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 le gal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature:CustSIG Date:CustDate Name (Print):CustName Title:CustTitle PO# (Or write N/A):CustPo Please sign and email to Connor Duffy at cduffy@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com Quote: Q-229501-43741.732CD ‘Protect Life’© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. © 2013 Axon Enterprise, Inc. All rights reserved. Protect Life.Q-229501-43741.732CD 15