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Agreement with Axon Enterprise, INC.
Maly'-joery 420/g- 3/00g AGREEMENT BETWEEN THE CITY OF MIAMI BEACH,FLORIDA AND AXON ENTERPRISE,INC. FOR THE PURCHASE OF - OFFICER SAFETY PLAN SUBSCRIPTIONS AND A LA CARTE PRODUCTS AND SERVICES, INLCUING AXON BODY WORN CAMERAS, CONDUCTED ENERGY WEAPONS,AXON EVIDENCE, INTERVIEW ROOM HARDWARE AND SOFTWARE, AND RELATED EQUIPMENT AND SERVICES This Agreement ("Agreement") is made as of this 1.1' day of September, 2019, by and between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation having its principal office at 1700 Convention Center Drive, Miami Beach, Florida 33139 ("City" or "Agency"), and AXON ENTERPRISE, INC., a Delaware corporation duly authorized to do business in Florida, and having its principal office at 17800 North 85`h Street,Scottsdale,Arizona 85255 ("Axon"). RECITALS WHEREAS,the City previously identified Axon as a manufacturer of point-of-view(body- worn)cameras and provider of a hosted digital evidence storage system with the ability to collect, transfer,manage,retrieve and share the digital evidence captured by the body-worn cameras and other equipment; and WHEREAS, the City of Miami Beach Police Department ("Department"), as part of its normal public safety operations, utilizes body-worn cameras ("BWC") and conducted energy weapons equipment in conducting its routine law enforcement operations; and WHEREAS, the Department has successfully utilized conducted energy weapons for approximately eighteen(18) years; and WHEREAS, the Department successfully utilizes interview room recording hardware and software, cloud data storage and distribution platform, artificial intelligence video redaction tools, on-line and virtual reality training, compliance and auditing tools; and WHEREAS,the Department began a program to evaluate the deployment and use of BWCs to further the City's interest in preventing criminal activities,pursuant to Resolution 2014-28746; and WHEREAS, the City's Code Compliance Department, Parking Department, Building Department, and Fire Department utilize BWCs for their daily business operations; and WHEREAS, the City executed a one-year Agreement that authorized four (4) one-year renewals with Axon (formerly Taser International, Inc.) on September 30, 2014, which will expire on September 29, 2019; and WHEREAS, the City seeks to continue receiving the products and services provided by Axon,which will permit all five(5) City departments to continue utilizing the above-referenced BWC products and services in the furtherance of the City's strategic objectives; and 1 WHEREAS, the Department has conducted market research to identify those products and services capable of integrating BWC, conducted energy weapons, equipment, interview room recording hardware and software, digital evidence management platform,cloud data storage and distribution platform, artificial intelligence video redaction tools, on-line and virtual reality training, compliance and auditing tools; and WHEREAS, the City has determined that Axon's technology, services and equipment will allow the seamless integration of those products and services currently utilized and required for the City's daily operations; and WHEREAS, the City has determined that its public safety needs, multi-department equipment compatibility, and real-time logistics would be best met by standardizing purchases with Axon brand products and services; and WHEREAS, the City Commission approved Resolution No. 2019-30884, which accepted the City Manager's recommendation, and approved the negotiation and execution of an agreement with Axon for the purchase of those products and services including: BWCs, conducted energy weapons, a video evidence management and distribution platform, interview room hardware and software, and related equipment and services; and WHEREAS, the Agreement between the City and Axon will be for a term of five(5) years, and have a total monetary amount of$5,310,775.55. NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other valuable consideration received, the receipt and sufficiency of which are acknowledged,the parties agree as follows: AGREEMENT 1. Definitions. These definitions have the following meanings in this Agreement: 1.1. "City Content" or "Agency Content" means software, data, text, audio, video, images or other content the City or any of the City's end users (a)run on the Axon Cloud Services, (b) cause to interface with the Axon Cloud Services, or (c) upload to the Axon Cloud Services under the City's Evidence.com account or otherwise transfer,process,use or store in connection with the City's Evidence.com account. 1.2. "City Marks" or"Agency Marks"means all trademarks registered in the name of City; other trademarks as are used by City on or in relation to the City of Miami Beach at any time during the Term of this Agreement; service marks, trade names, logos, brands and other marks owned by City; and all modifications or adaptations of any of the foregoing. 1.3. "Confidential Information" or "Private Information" means, with respect to any Person,any information,matter or thing of a secret,confidential or private nature,whether 2 or not labeled, which is connected with the Person's business or methods of operation or concerning any of the Person's suppliers,licensors,licensees,others with whom the Person has a business relationship, and which has current or potential value to the Person or the unauthorized disclosure of which could be detrimental to the Person, including but not limited to: 1.3.1. Matters of a business nature, including but not limited to information relating to development plans, costs, finances, marketing plans, data, procedures, business opportunities, marketing methods, plans and strategies, the costs of construction, installation, materials or components, the prices obtained, or at which the Person sells or has sold its products or services; and .1.3.2. Matters of a technical nature,including but not limited to product information,trade secrets, know-how, formulae, innovations, inventions, devices, discoveries, techniques, formats, processes, methods, specifications, designs, patterns, schematics, data, access or security codes, compilations of information, test results and research and development projects. For purposes of this Agreement, the term "trade secrets"means the broadest and most inclusive interpretation of trade secrets. 1.3.3. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is a public record, and not otherwise exempt pursuant to Florida law; (b) is generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission by any party in breach of this Agreement; (d) is subsequently lawfully disclosed to the disclosing party by a Person other than a party to this Agreement; (e) is required by a court of competent jurisdiction to be disclosed; or (f) is required by applicable state law to be disclosed. 1.4. "Documentation" means the user guides, quick reference guides, and other technical and operations manuals and specifications for the Equipment and the Evidence.com Services provided by Axon,as that documentation may be updated by Axon from time to time. 1.5. "Effective Date" means the day this Agreement has been fully executed by duly authorized representatives of both parties. 1.6. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence'by an Agency. Evidence is a subset of City Content. 1.7. "Equipment" means the Axon Docks, Axon body cameras, conducted energy weapons, and any other hardware provided by Axon. 1.8. "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 3 warranties, and my.evidence.com. All references to "Evidence.com" or "Evidence.com Services" shall fall under this definition. 1.9. "Governmental Authority" means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing. 1.10. "Intellectual Property"means, with respect to any Person, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the world, including but not limited to copyrights, moral rights and mask-works; (b) trademark and trade name rights and similar rights; (c) trade secrets • rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature), whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications,renewals,extensions,continuations,divisions or reissues now or hereafter in force (including any rights in any of the foregoing), of the Person, consistent with the definition of these terms in Florida Statutes. 1.11. "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 City Content. 1.12. "Person" means a natural individual, company, Governmental Authority, partnership, firm, corporation, legal entity, or other business association. 1.13. "Project Manager"means the City Manager or his designee(s), who is responsible for overseeing the implementation of the Equipment and Evidence.com Services,and any other permitted operating systems, and who has the power and authority to make administrative decisions relating to the City's obligations pursuant to this Agreement including, but not limited to, change order authorizations, subject to any limitations set forth in the City's Charter, Code, Florida Statutes or by the City Commission. 1.14. "Proprietary Property" means, with respect to any Person, any written or tangible property owned or used by such Person in connection with such Person's business, whether or not that property is copyrightable or also qualifies as Confidential Information including, without limitation, products, samples, equipment, files, lists, books, notebooks,records, documents,memoranda, reports,patterns, schematics, compilations, designs, drawings, data, test results, contracts, agreements, literature, correspondence, spread sheets, computer programs and software, computer print outs, other written and graphic records and the like, whether originals, copies, duplicates or summaries thereof, affecting or relating to the business of the Person, financial statements, budgets, projections and invoices. 4 1.15. "TAP" shall mean"Technology Assurance Plan"or"Taser Assurance Plan". 1.16. "TASER Marks" or "Axon Marks" means all trademarks registered in the name of Axon or any of its affiliates; other marks used by Axon or any of its affiliates on or in relation to the Axon's products and services at any time during the Term of this Agreement;, service marks,trade names,logos,brands and other marks owned by Axon; and all modifications or adaptations of any of the foregoing adaptations of any of the foregoing. 1.17. "Downtime" are periods of time, measured in minutes, in which Axon Evidence is Unavailable to the Agency. Downtime does not include Scheduled Downtime and does not include Unavailability of the Service Offering due to limitations described in Exclusions. 1.18. "Incident"a period of time in which the Agency experiences Downtime. 1.19. "Maximum Available Minutes"is the total accumulated minutes during a Service Month for the Service Offering. 1.20. "Monthly Uptime Percentage" is (Maximum Available Minutes - Downtime) / Maximum Available Minutes * 100. 1.21. "Scheduled Downtime" are periods of time, measured in minutes, in which the Service Offering is unavailable to the Agency and in which the period of time falls within scheduled routine maintenance or planned maintenance timeframes. 1.22. "Service Month"is a calendar month at Coordinated Universal Time(UTC). 1.23. "Unavailable" and "Unavailability" is when the Service Offering does not allow for the upload of evidence files,viewing of evidence files or interactive login by an end-user. 2. Term. 2.1. The term of this Agreement commences as of the Effective Date and continues for a period of five(5) years (the "Term"). 2.2. During the Term the City is obtaining the equipment,products and services in accordance with the Quotes, which are attached and incorporated hereto, as Exhibit A. 2.3 Subscription Term. For subscriptions for services listed on the Quote,the subscription term shall begin 15 days after acceptance of the shipment of TASER 7. ("Subscription Term"). 3. Provision of Equipment and Evidence.com Services.Axon must provide the Equipment and Evidence.com Services to the City in accordance with the terms and provisions of the Agreement, and in the quantities and prices listed on the Quotes, as delineated in Exhibit A. 5 The quantities,prices,Equipment, Evidence.com Services, Evidence.com Storage, and related Services set forth in Exhibit A are fully incorporated within this Agreement, and bind the City and Axon accordingly, unless the Agreement is terminated. During the Term, any and all updates, patches and bug fixes surrounding the Equipment and Axon Cloud Services shall be made available to the City at no additional charge. 4. Payment and Shipping Terms. Invoices are due and payable in accordance with Florida's Prompt Payment Act.Notwithstanding the foregoing,payment is due 30 days from the invoice date. Unless the City provides Axon with a valid and correct tax exemption certificate applicable to its purchase and ship-to location, the City is responsible for sales and other taxes associated with its orders. Axon may make partial shipments and products may ship from multiple locations. All shipments are destination and acceptance, and the City will provide written notification of acceptance within 7 days of the delivery.Notwithstanding the foregoing, all shipments shall be insured, and any loss or damage during shipment shall be subject to immediate replacement by Axon. 5. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law, or as otherwise expressly provided in this Agreement. 6. Warranty. 6.1. Hardware Limited Warranty. Axon warrants its hardware is free from defects in workmanship and materials for 1 year from the date of Agency's receipt,except for Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its accessories for 90-days from date of Agency's receipt. Extended warranties run from expiration of the 1-year hardware limited warranty through the extended warranty term. Non-Axon manufactured products are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-Axon manufactured products. 6.2. Claims. If Axon receives a valid warranty claim for an Axon manufactured product during the warranty term, Axon's sole responsibility is to repair or replace the product with the same or like product, at Axon's option. A replacement product will be new or like new and have the remaining warranty of the original product or 90 days from the date of repair or replacement, whichever is longer. When Agency exchanges a product or part, the replacement item becomes Agency's property and the replaced item becomes Axon's property. For support and warranty service visit www.axon.com/support. Before delivering a product for service, Agency must upload product 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 on the storage media or any part of the product, if Agency had the ability to extract the software,data or other information, and failed to do so. Axon shall only be responsible for loss of software, data or other information if such software, data or other information is not retrievable by Agency through ordinary, available measures. 6.3. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Product 6 use instructions; (b) Products used with products not manufactured or recommended by Axon; (c) abuse, misuse, intentional, or deliberate damage to the Product by the Agency; (d) force majeure; (e) Products repaired or modified by persons other than Axon without Axon's written permission; or(f) Products with a defaced or removed serial number. 6.3.1.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 Product will not exceed the full contract value of the Agreement. 7. Design Changes. Axon may make design changes to any Axon product or service without notifying Agency or making the same change to products and services previously purchased by Agency. 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, provided the City expressly authorizes the Services identified within that 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 shall only be incorporated into this Agreement,provided the City expressly authorizes those Services set forth in the SOW. 9. IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services, related software, and suggestions to Axon. Axon has and claims proprietary rights in the hardware, firmware, software, and integration of ancillary materials, knowledge, and designs constituting Axon products and services. Agency will not directly cause any Axon proprietary rights to be violated. 10. Delays. Axon will use commercially reasonable efforts to deliver Products and services as soon as practicable. If delivery is interrupted due to causes beyond Axon's control,Axon may not delay or terminate the delivery,unless Axon provides prior written notice to the City. 11. Support. Axon must make available, throughout the Term of the Agreement, e-mail and telephone support to the Project Manager, and any other support contacts designated by the Project Manager. 12. Change Orders. The City may from time to time request changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement by providing written notice to Axon,setting forth in reasonable detail the proposed changes (a "Change Order Notice"). Upon Axon's receipt of a Change Order Notice, Axon must deliver a written statement describing the effect, if any, the proposed changes would have on the terms of this Agreement (the "Change Order Proposal"). The Change Order Proposal must include: (a) a detailed breakdown of the charge and schedule effects; (b) a description of any resulting changes to the specifications and obligations of the parties; (c) a schedule for the delivery and other performance obligations; and (d) any other 7 information relating to the proposed changes reasonably requested by the City. Following the City's receipt of the Change Order Proposal,the parties must negotiate in good faith and agree to a plan and schedule for implementation of the proposed changes, the time, manner and amount of payment or price increases or decreases (if any), as the case may be, and any other matters relating to the proposed changes. Any failure of the parties to reach agreement with respect to any of the foregoing as a result of any proposed changes is not a breach of this Agreement, and any disagreement must be resolved in accordance with Section 25. 13. Federal Government. Any use, copy or disclosure of Evidence.com Services by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT III), as applicable. 14.Axon Cloud Services. 14.1. Axon Evidence Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription aligns with the Subscription Term. 14.1.1. Access Rights. The City shall have access and use of the Axon Cloud Services and the City Content during the Term. The City agrees to adhere to this Agreement and all laws, rules, regulations, and policies applicable to the City's use of the Axon Cloud Services. In the event the City obtains knowledge regarding a negative impact on the security and integrity of the Axon Cloud services,the City will notify Axon of the negative impact. 14.2. Ownership of City Content. The City controls and owns all right, title, and interest in and to City Content, and Axon obtains no rights, title or interest to City Content. The City consents to Axon's limited access to City Content solely for the purpose of providing and supporting the Axon Cloud Services to the City and the City's end users in accordance with Section 38. The City represents that it owns the City Content. 14.3. Evidence.com Data Security. Axon will implement commercially reasonable and appropriate measures designed to secure City Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive Information Security Program ("ISP") that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence the City uploads, security education, risk management, and data protection. The City is responsible for maintaining the security of its end user names and passwords, and taking steps to maintain appropriate security and access by its end users to City Content. Log-in credentials are for the City's internal use only, and the City may not sell, transfer, or sublicense them to any other entity or Person. The City is responsible for all activities undertaken by it, its employees, contractors or agents, and end users which result in unauthorized access to the City's account or City Content.Audit log tracking for the video data is an automatic feature of the Axon Cloud Services, which provides details as to who accesses the video data, and may be 8 downloaded by the City at any time. The City will contact TASER immediately if the City believes an unauthorized third party may be using the City's account or City Content, or if the City's account information is lost or stolen. 14.4. Axon Support. Axon will make available to the City updates as released by Axon to the Axon Cloud Services. Updates may be provided electronically via the Internet. It is the City's responsibility to establish and maintain adequate access to the Internet in order to receive the updates. Axon will use reasonable efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a)would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities). The City is responsible for maintaining the computer equipment and Internet connections necessary for its use of the Axon Cloud Services. 14.5. Data Privacy. Axon will not disclose City Content or any information about the City except as compelled by a court or administrative body or required by any law or regulation. Axon must give the City notice if any third-party disclosure request is received for City Content,and Axon must not disclose City content without the express written permission of the City, except when required by a court or administrative order. In the event Axon is served with a court or administrative order or subpoena, Axon must give the City written notice, and allow the City to file an objection with the court or administrative body. City agrees to allow Axon limited access to certain information from the City in order to: (a)perform troubleshooting services for the City's account at the City's request or as part of Axon's regular diagnostic screenings; (b) enforce this Agreement; or(c)perform analytic and diagnostic evaluations of the systems. 14.6. Data Storage. Axon will determine the locations of the data centers in which City Content will be stored and accessible by the City's end users. Axon will ensure that all City Content stored in the Axon Cloud Services remains within the United States including any backup data, replication sites, and disaster recovery sites. City consents to the transfer of City Content to third parties for the purpose of storage of City Content. Third party subcontractors responsible for storage of City Content are contracted by Axon for data storage services. Axon acknowledges that Ownership of City Content remains with the City, irrespective of City Content being stored with third Parties. For Axon Evidence Unlimited, Agency may store unlimited data in Agency's Axon Evidence account, provided the 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, provided the data originates from an Axon Air application. For Axon Interview Room Unlimited, Agency may store unlimited data in Agency's Axon Evidence account, provided the data originates from Axon Interview Room hardware. For Axon Fleet Unlimited, Agency may store unlimited data in Agency's Axon Evidence account, provided the data originates from Axon Fleet hardware. Axon may charge Agency additional fees for exceeding purchased storage amounts. 9 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. 14.7. Fees. Additional end users maybe added during the Term, at the pricing in effect at the time of purchase of additional end users, prorated for the duration of the Term. Additional end user accounts will terminate on the same date as the pre-existing licenses. Axon reserves the right to charge additional fees for the City exceeding its purchased storage amounts, and must not impose those additional fees without remitting a Notice to the City. The City has the option to download and export the City Content at any time during the Term. 14.8. Suspension of Evidence.com Services. Axon and the City acknowledge that the Evidence.com Services may be temporarily suspended by Axon, provided the temporary suspension is directly attributable to a significant security concern. If Axon suspends the right to access or use all, or any portion of, the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Notwithstanding the foregoing,if the condition(s)that triggered this paragraph was/were not the fault of the Agency, then the Agency will not be responsible for payment during the period of suspension. Axon will not delete any Agency Content on Evidence.com as a result of a suspension, except as specified in section 14.10.2. 14.9. Axon Evidence Service Levels 14.9.1. Service Level Objective.Axon will use commercially reasonable efforts to make the Axon Evidence services available 99.99%of the time. 14.9.2. Guaranteed Service Level and Credits. If Axon fails to make the Axon Evidence Services available to the defined Monthly Uptime Percentage availability levels,the Agency shall be entitled to Service Credits. Service Credits are awarded as days of Axon Evidence Services. Service Credits awarded as days of fees for the Hosted Services based on the formula: Service Credit=(Credit Calendar Days from the table below) * (1/365) * (current annual Fees paid) Monthly Uptime Percentage Service Credit in Days Less than 99.9% 3 Less than 99.0% 7 Any Service Credits due under this Section 14.9 shall be credited or set off against the fees payable to the City for the proceeding year's invoice for Axon Evidence pursuant to the terms set forth in this Agreement,except in the event the agreement is terminated,the service credits will be credited or set off against those fees payable to Axon pursuant to the termination provisions of the Agreement. Any service credits that exist at the termination or expiration of this Agreement shall be payable to the City within 30 days. 10 14.10. Return of City Content. 14.10.1.During the Term. The City can log into the Axon Cloud Services to retrieve and manually download City Content and audit trail logs at any time during the Term. 14.10.2.After Termination. Axon will not delete any of City Content as a result of a termination during the 270 days following termination. During this 270 day period, the City may retrieve City Content(there will be no application functionality of the Evidence.com Services during this 270 day period other than the ability for the City to view and retrieve City Content). City will not incur any additional fees or costs if it downloads City Content from the Axon Cloud Services during this 270 day period. TASER has no obligation to maintain or provide any City Content after the 270 day period,and will thereafter,unless legally prohibited,delete all City Content stored in the Axon Cloud Services. Upon request, Axon will provide written proof that all City Content has been successfully deleted or fully removed from the Evidence.com Services. 14.10.3.Post-Termination Assistance. Axon will provide the City with the same post- termination data retrieval assistance that TASER generally makes available to all customers. Upon request, Axon shall provide additional assistance to the City in the downloading or transferring of City Content, to the extent commercially and technologically practicable, and the City will be required to pay additional fees in accordance with Section 14.7. Axon will not warranty or guarantee data integrity or readability in the external system. 14.11. Intellectual Property Rights. Axon or its licensors own and reserve all right, title, and interest in and to the Evidence.com Services and related software. Subject to the terms of this Agreement, Axon grants the City a limited, revocable, non-exclusive, non- sublicensable, non-transferrable license to access and use the Evidence.com Services solely in accordance with this Agreement during the Term. Axon owns all right, title, and interest in and to the Evidence.com Services, including without limitation all Intellectual Property Rights. This license is not a sale of the original software or any copy. If the City provides any suggestions to Axon for enhancements or improvements, Axon will own all right, title, and interest in and to the suggestions, and have the right to use the suggestions without restriction. The City irrevocably assigns to Axon all right, title, and interest in and to the suggestions, and agrees to provide Axon any reasonable assistance Axon may require to document, perfect, and maintain Axon's rights in the suggestions. 14.12. License Restrictions. Neither the City nor any its end users may use the Axon Cloud Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither the City nor any of its end users may, or attempt to: (i)permit any third party to access the Axon Cloud Services except as permitted in this Agreement; (ii) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Axon Cloud Services; (iii) reverse engineer, disassemble, or decompile the Axon 11 Cloud Services or apply any other process or procedure to derive the source code of any software included in the Axon Cloud Services,or allow any others to do the same; (iv) access or use the Axon Cloud Services in a way intended to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (v) copy the Axon Cloud Services in whole or part, except as expressly permitted in this Agreement; (vi) use trade secret information contained in the Axon Cloud Services, except as expressly permitted in this Agreement; (vii) resell, rent, loan, or sublicense the Axon Cloud Services; (viii) access the Axon Cloud Services in order to build a competitive product or service or copy any features, functions, or graphics of the Axon Cloud Services; (ix) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within the Axon Cloud Services or any copies of the Axon Cloud Services; or (x) knowingly use the Evidence.com Services to store or transmit infringing, libelous, or otherwise.unlawful or tortious material, to store or transmit material in violation of third-party privacy rights, or to store or transmit malicious code. All licenses granted to the City in this Agreement are conditional on the City's continued compliance this Agreement, and will immediately and automatically terminate if the City does not comply with this Agreement. During and after the Term, the City will not assert against Axon or any of Axon's affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Evidence.com Services the City has used. The City may use the Axon Marks in accordance with the Axon Trademark Use Guidelines (located at www.Axon.com). 14.13. Third-Party Products and Services. No purchase of third-party products or services is required to use the Evidence.com Services other than a computer and Internet access. Any acquisition by the City of third-party products.or services and any exchange of data between the City and any third-party provider, is solely between the City and the applicable third-party provider. Axon does not warrant or support third-party products or services, whether or not they are designated by Axon as "certified" or otherwise, except as specified in a Quote. If the City installs or enables Third-Party Applications for use with Evidence.com Services, the City acknowledges that TASER may need to allow providers of those Third-Party Applications to access City Content as required for the interoperation of the Third-Party Applications with the Evidence.com Services. Axon is not responsible for any disclosure, modification or deletion of City Content resulting from any access by Third-Party Application providers. 14.14. Representations of the City. City is solely responsible for: (i) ensuring that its use of the Evidence.com Services is in accordance with applicable law; (ii) all data before it is uploaded to the Evidence.com Services;(iii)configuring and setting up any networks that it connects to the Evidence.com Services; (iv) any security settings it establishes to interact with or on the Evidence.com Services; (v)any dispute between City and any of its end users; and (vi) any dispute between City and any third-party over the City's collection or use of City Content, except as set forth in Section 19. 14.15. Axon's Warranty. Axon warrants that the Evidence.com Services: (i) will perform materially in accordance with the Documentation; (ii) will be performed in a timely 12 and professional manner by qualified persons with the technical skills, training, and experience to perform the Evidence.com Services; and (iii) will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. All warranties or guarantees given or made by Axon with respect to the Evidence.com Services are solely for the benefit of the City and its end users and are not transferable. Axon disclaims any warranties or responsibility for data corruption or errors surrounding the data that is uploaded to the Evidence.com Services which originates from equipment or sources not provided by Axon. 15. General License; Reservation of Rights. 15.1. General License. Subject to the terms and conditions of this Agreement, Axon grants the City, and the-City accepts from Axon upon the terms and conditions specified in this Agreement, a non-exclusive,non-transferable license during the Term of this Agreement to: (i) solely within the City, access and use the Evidence.com Services for the purpose authorized by the City pursuant to the terms of this Agreement; (ii)to print copies of any content posted on the Evidence.com Services in connection with the use of the Evidence.com Services; (iii) disclose to the public that Axon is providing Equipment and Evidence.com Services to the City pursuant to the terms of this Agreement; and(iv) use and display the Axon Marks on or in marketing, public awareness or education, or other publications or materials relating to Axon. 15.2. Restricted Use. The City will not: (i) knowingly use any of the Axon Marks in any way which might prejudice their distinctiveness,validity or the goodwill of Axon therein; (ii) use any trademarks or other marks other than the Axon Marks or City Marks, in connection with the City's use of the Equipment and Evidence.com Services pursuant to the terms of this Agreement without first obtaining the prior consent of Axon or the City; or(iii)disassemble, de-compile or otherwise perform any type of reverse engineering to the Evidence.com Services, the Equipment, or to any Intellectual Property or Proprietary Property of Axon. 15.3. Protection of Rights. Axon has the right to take whatever action it deems necessary or desirable to remedy or prevent the infringement of any Intellectual Property of Axon including, without limitation, the filing of applications to register as trademarks in any jurisdiction any of the Axon Marks; the filing of patent application for any of the Intellectual Property of Axon; and making any other applications or filings with appropriate Governmental Authorities. The City will not take any action to remedy or prevent any third-party infringing activities, and will not in its own name make any registrations or filings with respect to any of the Axon Marks or the Intellectual Property of Axon without the prior written consent of Axon. 15.4. Infringement. The City will use reasonable commercial efforts to give Axon prompt notice of known activities or threatened activities of any Person of which it reasonably becomes aware that infringes the Axon Marks or any of Axon's Intellectual Property. 13 Axon has the exclusive right,but not the obligation, to take action to enforce its rights. 15.5. Infringing Use. The City will give Axon prompt written notice of any action or claim action or claim, whether threatened or pending, against the City alleging that the Axon Marks, or any other Intellectual Property of Axon, infringes or violates any patent, trademark, copyright,trade secret or other Intellectual Property of any other Person, and the City will render to Axon reasonable cooperation and assistance as is reasonably requested by Axon in the defense thereof; provided, however, that Axon will reimburse the City for any and all reasonable costs including, without limitation, attorney's fees and court costs, as well as City staff costs, incurred in providing the cooperation and assistance. If such a claim is made and Axon determines in the exercise of its sole discretion, or a court or administrative proceeding of competent jurisdiction determines, that an infringement may exist, Axon has the right, but not the obligation, to procure for the City the right to keep using the allegedly infringing items,modify them to avoid the alleged infringement, or replace them with non-infringing items, all at no cost and/or liability to the City. In addition, in such event, either party has the right, to terminate this Agreement pursuant to Section 17. 16. Representations and Warranties. 16.1. Axon Representations and Warranties. 16.1.1. Axon warrants and represents to City that: (a) it has all right, power and authority to execute and deliver this Agreement and perform its obligations hereunder; and (b) it has all ownership rights, licenses, or other required authority to use the Evidence.com Services. 16.1.2. Axon warrants and represents to City that any and all services provided by Axon pursuant to this Agreement will be performed in a professional and workmanlike manner and, with respect to the installation of the Axon's Equipment and Evidence.com Services, subject to applicable law, and in compliance with all specifications provided to Axon. 16.2. City Representations and Warranties. 16.2.1. The City warrants and represents to Axon that it has all right,power and authority to execute and deliver this Agreement and perform its obligations hereunder; provided that Axon acknowledges that the First Installment Purchase is premised on being consistent with the requirements and authority of State law, applicable attorney general opinions, and any City Ordinance, (if any), and City cannot warrant the outcome of any judicial or legislative action that may be taken affecting these authorities subsequent to the Effective Date of this Agreement. 16.2.2. The City warrants and represents to Axon that any and all services provided by the City pursuant to this Agreement will be performed in a professional and workmanlike manner. 14 17. Termination. 17.1. Either party has the right to terminate this Agreement at any time during the Term, upon thirty(30) days written notice to the other,if: (a) State or federal statutes are amended to prohibit or materially change the operation of Axon's Equipment or Evidence.com Services so as to make it reasonably impractical to operate the Equipment or Evidence.com Services as contemplated by the parties under this Agreement including, without limitation, changes that would prohibit the use of the Equipment or Evidence.com Services, or which would impose restrictions on the City and uses that are contrary to the terms of this Agreement; (b) a determination by a court of competent jurisdiction or other applicable dispute resolution forum that Axon has infringed upon a third party's patent, trademark, copyright, trade secret or other intellectual property; or (c) the other party commits any material breach of any of the provisions of this Agreement. Notwithstanding the preceding paragraph, either party will first have the right to remedy the default(s) within thirty (30) calendar days (or within such other time period as the City and Axon may mutually agree upon, which agreement will not be unreasonably withheld or delayed) after written notice from the non-defaulting party setting forth in reasonable detail the events of the cause for termination. In the event of a termination under this Section 17, the City will be relieved of any further obligations to Axon other than as specified in this Agreement. 17.2. City's Right to Terminate for Convenience. The City may terminate this Agreement, for any or no cause,upon thirty(30) days written notice to Axon. 17.3. Effect of Termination. Upon termination of this Agreement, City rights immediately terminate, except as otherwise provided herein. City remains responsible for all fees incurred before the effective date of termination. If City purchases Equipment for less than the manufacturer's suggested retail price("MSRP") and this Agreement terminates before the end of the Term,Axon will invoice City the difference between the MSRP for Equipment received and amounts paid towards those Equipment. If terminating for non- appropriation, Axon will not invoice City, provided the City returns Axon Equipment within 30 days of termination, however, if that Equipment has significant value, the Parties shall negotiate the appropriate payment to the City upon such termination or the monetary amount for the City to pay Axon to purchase such Equipment. MSRP is the standalone price of the individual Equipment at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components.The following table sets forth the per unit payoff amount of the predominant hardware items, which will be applicable for the termination for convenience provision herein: 15 Taser 7 Axon Body AB3 -8 T7 6-Bay (T7) 3 (AB3) Bay Dock Dock Per Unit MSRP $1,720.00 $699.00 $1,495.00 $1,500.00 Per Unit Payoff Amount after Payment 1 $1,376.00 $559.20 $1,196.00 $1,200.00 Per Unit Payoff Amount after Payment 2 $1,032.00 S419.40 $897.00 $900.00 Per Unit Payoff Amount after Payment 3 $688.00 $279.60 $598.00 $600.00 Per Unit Payoff Amount after Payment 4 $344.00 $139.80 S299.00 $300.00 Per Unit Payoff Amount after Payment 5 $0.00 $0.00 $0.00 $0.00 17.4. Upon termination of this Agreement,or if Agency stops paying for Axon Aware,or for bundles that include Axon Aware,Axon will end LTE service. 17.5. Procedures upon Termination. Except as set forth in this Section 17, and except for any provisions of this Agreement which are expressly intended to survive termination (or expiration) of the Agreement, upon the termination of this Agreement, all of the provisions of this Agreement will terminate and: 17.5.1. Axon will: (a) immediately cease to provide the Services; (b) promptly deliver to the City any and all Proprietary Property of the City provided to Axon pursuant to this Agreement; (c)provide City all data pertaining to outstanding payments due to Axon; and(d)provide, in accordance with Section 14.7 and 14.10.3,the assistance as the City may reasonably request from time to time in connection with the termination of this Agreement. 17.5.2. The City will: (a) immediately cease using the Axon Cloud Services and using any other Intellectual Property of Axon, except as provided for in Section 14.10; and (b)promptly deliver to Axon any and all Proprietary Property of Axon provided to the City pursuant to this Agreement. 18. Confidentiality. During the Term and for a period of three (3) years thereafter, neither party will disclose to any third person, or use for itself in any way for pecuniary gain, any Confidential Information learned from the other party during the course of the negotiations for this Agreement or during the Term. Upon termination of this Agreement, the receiving party 16 must return to the disclosing party all tangible Confidential Information of the disclosing party. The receiving party must retain in confidence and not disclose to any third party any Confidential Information of the disclosing party without the disclosing party's express written consent, except (a) to its employees who are reasonably required to have the Confidential Information; and (b) to its agents, representatives, attorneys and other professional advisors that have a need to know the Confidential Information, provided that these parties undertake in writing (or are otherwise bound by rules of professional conduct) to keep such information strictly confidential. 19. Indemnification and Liability. 19.1. Indemnification Consideration and Survival. The parties recognize that various provisions of this Agreement including, without limitation, this Section 19, provide-for indemnification by Axon and requires a specific consideration be given therefore. The parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00)to Axon, receipt of which is acknowledged, is the specific consideration for the indemnities, and the providing of indemnities is deemed to be part of the specifications with respect to the Equipment and Evidence.com Services to be provided by Axon. This Section 19 states Axon's sole liability to, and the City's exclusive remedy against Axon for any type of claim specified in this Section 15. Furthermore,the parties understand and agree that the covenants and representations relating to these indemnification provisions survive the Term and or other termination or expiration of this Agreement and continue in full force and effect. 19.2. Indemnification - Negligence. Axon shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all claims, demands, or causes of action, of whatsoever kind or nature (for purposes of this Section 19, hereinafter "Claims"), and the resulting losses, costs, expenses,reasonable attorneys'fees, liabilities,damages, orders, judgments, or decrees (for purposes of this Section 19,hereinafter "Losses"), sustained by the City arising out of, or by reason of, or resulting from Axon's negligent acts, errors, omissions or willful misconduct, except to the extent such Losses arise from the negligence or willful misconduct of the City or its employees or agents. 19.3. Indemnification - Infringements. Axon represents to City that Axon is unaware that the Equipment and Evidence.com Services to be furnished to the City pursuant to this Agreement infringe on any valid patent, trademark, copyright, trade secret or other proprietary right. Notwithstanding the preceding sentence, Axon shall indemnify and hold harmless the City, its elected and appointed officials, officers, employees, agents, and servants, from and against any and all Claims, and the resulting Losses, sustained by the City by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary right relating to Equipment and Evidence.com Services furnished pursuant to this Agreement. Axon will defend, at its sole cost and expense, with legal counsel reasonably acceptable to the City, any Claim brought against the City,to the extent that it is based on a claim that all or any Equipment and Evidence.com Services furnished to City by Axon pursuant to this Agreement, 17 become unusable as a result of any such infringement or claim. If Axon receives notice of an alleged infringement, or if City's use of the Evidence.com Services will be prevented by permanent injunction, Axon may, at its sole option and expense, procure for the City the right to continue using the Equipment or Evidence.com Services as provided in this Agreement, modify the Equipment or Evidence.com Services so that it no longer infringes,replace the Equipment or Evidence.com Services with other services of equal or superior functional capability,refund to City all amounts paid by City to Axon under this Agreement for the Equipment or Evidence.com Services in the 2.5 year period immediately preceding the first event giving rise to the claim of infringement, or in the case of trademark infringement, instruct City to use an alternative trademark. Axon has no liability to City if any alleged infringement or claim of infringement is to any extent based upon: (a) any modification of the Equipment or Evidence.com Services by City or any third party not approved by Axon; (b) use of the Equipment or Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by Axon; or(c)the use of other than the most current release or version of any software provided by Axon, which the City has failed to utilize within 7 days of its release by Axon as part of or in connection with the Equipment or Evidence.com Services. 19.4. Legal Challenges. In the event of a legal challenge in a civil lawsuit pertaining to Evidence.com Services and the manner, mechanism, method or system of collecting, storing or operating,Axon will defend this type of Claim brought against the City,except to the extent the legal challenge is based on City's retention,deletion,sharing or redaction of City Content. In the defense of any such Claim, Axon shall use reasonable efforts to first utilize Axon's legal counsel. In the event that the defense of a Claim requires the parties to retain legal counsel, the City and Axon will mutually select and agree upon said counsel, and the cost of the defense (including appeals) shall be the sole responsibility of Axon. Notwithstanding the preceding sentences, the parties will mutually control the defense of any Claims including, without limitation, any negotiations to settle a Claim; provided, however, that in the event that the City determines not to oppose or defend a particular Claim, the City must notify Axon in writing, and Axon may take over and assume sole control of the defense or settlement of such Claim, at Axon's sole cost and expense. Subject to all available appeals, in the event that, pursuant to Claim under this Section 19.4, a court of competent jurisdiction or the State of Florida (including any of its agencies)orders or requires the City to make any monetary payments,Axon must pay all such monetary claims on behalf of the City and, further, assist the City to perform all relevant (i.e. non-monetary)portions of any such order, decree,judgment, etc., required to be performed by the City. Axon must pay the cost of any court ordered or court awarded attorney's fees and court costs incurred by the plaintiff (or plaintiffs) in connection with the defense of a Claim(s). 19.5. Other Claims. The City will provide written notice to Axon of other types of claims involving the functionality of the Equipment or Evidence.com Services that the City reasonably believes Axon has the legal obligation indemnify, Hold Harmless and defend 18 the City. After receiving the notice,Axon will determine whether it will indemnify,Hold Harmless and defend the City regarding the claim, join with the City and share the defense of the claim, or if it will decline to indemnify the City. This Section 19.5 does not create a separate obligation for Axon to indemnify the City, and does not prohibit the City from seeking its legal remedies pursuant to Section 19. 19.6. Settlement of Claims. The City and Axon will cooperate in the settlement of any Claim. The City has the right to settle any Claim, without the prior consent or agreement of Axon, unless it: (a) would materially affect Axon's material rights or material interests under the terms of this Agreement; (b) would not result in Axon's full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement; or(c) would require Axon to make a monetary payment. The City's right to settle a Claim without the consent or agreement of Axon does not apply in the event the City determines not to defend or oppose a Claim. Axon does not have the right to settle any Claim without the prior written consent of the City, which consent will not be unreasonably withheld, conditioned, or delayed. The City's failure to consent to any settlement to which its consent is required has no effect on Axon's indemnification and defense obligations under the Agreement. 19.7. Notice of Claims. If the City or Axon receives notice of any claim or other circumstances which could give rise to losses under this Section 19 or the Agreement, the receiving party must give written notice to the other party within ten(10)days of receipt.The notice must include the following: (a) a description of the claim in reasonable detail; (b) the basis on which indemnification may be due; and(c)the anticipated amount of the losses. This notice will not stop or prevent the City from later asserting a different basis for indemnification or a different amount of losses than that indicated in the initial notice. If the City does not provide this notice within the ten(10)day period,it does not waive any right to indemnification except to the extent that Axon is materially: (i) prejudiced; (ii) suffers loss; or (iii) incurs expense because of the delay. Within thirty (30) days after receiving the City's notice,Axon must advise the City as to whether or not it will defend the claim. If Axon does not assume the defense, and it is a claim entitled to indemnification under Section 15, the City may assume and control its defense, without further notice to Axon required, and all City defense will constitute an indemnified loss for which Axon will be obligated for under this Section 15. 19.8. Limitations of Liability.NEITHER TASER NOR ANY OF TASER'S AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE CITY'S INABILITY TO USE OR ACCESS THE EVIDENCE.COM SERVICES DUE TO THE CITY'S NETWORKS OR INFRASTRUCTURE; (b)FAILURE TO ENSURE IT IS USING THE MOST CURRENT SOFTWARE WITHIN 7 DAYS OF TASER RELEASING THE SOFTWARE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES SUBSEQUENT TO TERMINATION OF THIS AGREEMENT UNDER SECTION 13; OR (D) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY THE CITY IN CONNECTION WITH 19 THIS AGREEMENT. 20. Independent Contractor.This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that Axon is an independent contractor under this Agreement and not the City's employee for all purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. Axon retains sole and absolute discretion in the judgment of the manner and means of carrying out Axon's activities and responsibilities in accordance with federal, state and local law. Axon agrees that it is a separate and independent enterprise from the City, that it has full opportunity to find other business,that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the Axon and the City,and the City will not be liable for any obligation incurred by Axon including but not limited to unpaid minimum wages and/or overtime premiums. 21.Assignments; Amendments. Neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement without the prior written approval of the other party; except that Axon may assign or otherwise transfer this Agreement or any of Axon's rights or obligations under this Agreement without the City's consent, provided the City receives written notification pursuant to Section 23.2, (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of Axon's assets, (c)to as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing,this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns. It is further agreed that-no modification, amendment or alteration in the terms or conditions contained in this Agreement are effective unless contained in a written document executed by both parties. 22.No Contingent Fees. Axon warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Axon to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Axon any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or infraction of this provision, the City has the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 23. Notices.All communications and notices to be made or given pursuant to this Agreement must be in accordance with this Section. 23.1. Evidence.com Administration Notices. Axon may provide Evidence.com administration related notices concerning the City under this Agreement by: (a) posting a notice on the City's specific agency Evidence.com site; or (b) sending a message to the email address(es) then associated with the City's account. 20 23.2. All Other Notices. For all other notices under this Agreement, they must be in writing and sent by personal delivery, overnight courier or registered or certified mail addressed to the party for whom it is intended, at the addresses listed below. CITY: City of Miami Beach Attn.: Jimmy L. Morales, City Manager Office of the City Manager 1700 Convention Center Drive, 4th Floor Miami Beach, FL 33140 Email: JimmyMorales@miamibeachfl.gov Tel.: 305-673-7000 ext. 7010 AND City of Miami Beach Attn.: Chief of Police Miami Beach Police Department 1100 Washington Avenue Miami Beach, FL 33139 Tel: 305-673-7925 Axon: Axon Enterprise, Inc. Attn: Legal Department 17800 North 85th Street Scottsdale, Arizona 85255 Email: legal@taser.com Phone: 800-978-2737 Either party may change the address or designated party for notices by providing the other party with written notice of the new address and contact person, which will supersede the addresses listed in this Section and will not be deemed a violation of Section 21. 24. Audit Rights. Each of parties has the right to audit the books and records of the other party (the"Audited Party")solely for the purpose of verifying the payments,if any,payable pursuant to this Agreement.Any audit must be conducted upon not less than forty-eight(48)hours'prior notice to the Audited Party, at mutually convenient times and during the Audited Party's normal business hours. Except as otherwise provided in this Agreement, the cost of any audit will be borne by the non-Audited Party. In the event any the audit establishes any underpayment of any payment payable by the Audited Party to the non-Audited Party pursuant to this Agreement,the Audited Party must promptly pay the amount of the shortfall, and in the event that any audit establishes that the Audited Party has underpaid any payment by more than ten percent (10%) of the amount of actually owing, the cost of the audit will be borne by the Audited Party. In the event any audit establishes any overpayment by the Audited Party of any payment made pursuant to this Agreement,the non-Audited Party must promptly refund to the Audited Party the amount of the excess. 25. Dispute Resolution. Upon the occurrence of any dispute or disagreement between the parties 21 arising out of or in connection with any term or provision of this Agreement,the subject matter of this Agreement, or the interpretation or enforcement of this Agreement(the"Dispute"), the parties will engage in informal,good faith discussions and attempt to resolve the Dispute.Upon written notice of either party, each of the parties will appoint a designated officer who will meet with the other party's designated officer for the purpose of discussing and attempting to resolve the Dispute. The designated officers will meet as often as the parties deem reasonably necessary. If the parties are unable to resolve the Dispute in accordance with this Section, and in the event that either of the parties concludes in good faith that amicable resolution through continued negotiation with respect to the Dispute is not reasonably likely,then the parties may mutually agree to submit to nonbinding mediation. 26. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power•to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate that party with respect to all provisions contained in this Agreement. 27.Headings. Headings are for the convenience of reference only, and will not be considered on any interpretation of this Agreement. 28. Waiver. The failure by either party to strictly enforce any provision or right of this Agreement will not constitute a present or future waiver of the provision nor limit the party's right to enforce the provision at a later time. All waivers by a party must be in writing, and sent in accordance with this Agreement to be effective. 29. Legal Representation. Each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the rule that a contract will be interpreted strictly against the party preparing the contract will not apply due to the joint contributions of both parties. 30. Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect.Any invalid or unenforceable provisions will be interpreted, by a Court of competent jurisdiction, to effect the intent of the original provision. If such construction is not possible, the invalid or unenforceable provision will be severed from this Agreement and the rest of the Agreement will remain in full force and effect, except that this provision must not be deemed to deprive any party of any legal remedy, including termination pursuant to Section 17. 31. Insurance. 31.1. Throughout the Term, Axon agrees to maintain in force at its own expense insurance as follows: 31.1.1. Commercial General Liability insurance to cover liability bodily injury and property damage and professional liability for the training of third parties in the use of Axon 's products. Exposures to be covered are premises, operations, 22 products\completed operations, and contractual liability. Coverage must be written on a claims made basis, with the following limits of liability. A. Bodily Injury/Property Damage $1,000,000 1. Each Occurrence 2. Annual Aggregate $1,000,000 B. Personal Injury $1,000,000 1. Annual Aggregate 31.1.2. Worker's Compensation Insurance to comply with Florida statutory limits for all employees residing in Florida. The following limits must be maintained: A. Worker's Compensation Statutory B. Employer's Liability $100,000 each accident $500,000 Disease-policy limit$100,000 Disease-employee If Axon claims to be exempt from this requirement, Axon must provide the City proof of the exemption along with a written request for City to exempt Axon, written on Axon letterhead. 31.1.3. Business Auto Liability coverage to include owned,hired and non-owned vehicles. A. Bodily Injury and Property Damage combined single limit 1. Each Occurrence $1,000,000 31.2. Axon must name the City of Miami Beach as an additional insured and Certificate Holder on each of the policies required by this Section, with the exception of the Worker's Compensation policy. 31.3. Certificates of Insurance,reflecting evidence of the required insurance,must be filed with the City's Risk Manager prior to the commencement of this Agreement. These Certificates must contain a provision that coverage's afforded under these policies will not be canceled until at least thirty (30) days prior written notice has been given to the City. Policies must be issued by companies authorized to do business under the laws of the State of Florida. Financial Ratings must not be less than"B+-VI"or better,per Best's rating guide, latest edition. Insurance must be in force until the obligations required to be fulfilled under the terms of this Agreement are satisfied. In the event the insurance certificate provided indicates that the insurance will terminate and lapse during the period of this Agreement, then in that event, the Axon will furnish, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the Agreement. Axon will not utilize or access City's facility pursuant to this Agreement unless all required insurance remains in full force and effect. 31.4. Any insurance required of Axon pursuant to this Agreement must also be required by any sub-contractor of Axon who conducts work directly for the City under this Agreement in the same limits and with all requirements as provided herein, including naming the City and Axon as an additional insured and Certificate Holder, in any work is subcontracted. 23 Axon and any sub-contractor of Axon shall maintain such policies during the Term. 32. Governing Law and Exclusive Venue. This Agreement is governed by, and construed in accordance with,the laws of the State of Florida,both substantive and remedial,without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement is Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND TASER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF,THIS AGREEMENT. 33. Entire Agreement. This Agreement, including the Exhibits, is the entire agreement between the City and Axon regarding the Equipment and Evidence.com Services to be provided by Axon. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the City and Axon, whether written or verbal, regarding the Equipment and Evidence.com Services delineated in this Agreement. The City acknowledges that it is entering into this Agreement is based solely on the provisions in this Agreement, and is not contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Axon regarding future functionality or features of the Equipment or Evidence.com Services. 34. Attorney Fees. In the event that either party brings suit for enforcement of this Agreement,the prevailing party will not be entitled to attorneys' fees or court costs. 35. Most Favored Customer. Axon represents that the fees, charges, and/or costs paid to Axon under this Agreement do not exceed the current fees, charges or costs paid to Axon by other Florida cities, counties and/or municipalities for the same (or substantially similar) products and services in a quantity that is within 25% of the Equipment and Evidence.com Services purchased by the City and specifically described in this Agreement. In the event the stated fees,charges and/or costs charged to the City under this Agreement are determined to be higher, then the fees, charges and/or costs will be reduced accordingly for future purchases under this Agreement. In such an event, Axon agrees to offer the same (or lower) fees, charges and/or costs to the City as those charged to other Florida cities, counties and/or municipalities for the same(or substantially similar) services described in this Section. 36. Force Majeure. Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, hurricanes, folds, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, or Governmental Authorities approval delays which are not caused by any act or omission by Axon. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. 24 37. No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement. 38.Axon's Compliance with Florida Public Records Law. (A)Axon shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B)The term"public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books, tapes, photographs, films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. (C)Pursuant to Section 119.0701 of the Florida Statutes, if the Axon meets the definition of "Contractor" as defined in Section 119.0701(1)(a), the Axon shall: (1) Keep and maintain public records required by the City to perform the service; (2) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Axon does not transfer the records to the City; (4) Upon completion of the Agreement, transfer, at,no cost to the City, all public records in possession of the'Axon or keep'and maintain public records required by the City to perform the service. If the Axon transfers all public records to the City upon completion of the Agreement, the Axon shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Axon keeps and maintains public records upon completion of the Agreement, the Axon shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Agency Content generated from Axon devices may be exported in the mp4 format. For data generated from other means,the data will be exported in the format it was recorded. Axon shall provide a structured data element, similar to XML, providing all data elements, including metadata and audit trails, related to each individual video file. That data structure shall maintain the referential integrity of the data element relationships. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. 25 (1) A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Axon of the request,and the Axon must provide the records to the City or allow the records to be inspected or copied within a reasonable time. (2) Axon's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement;(2)avail itself of the remedies set forth under the Agreement;and/or(3)avail itself of any available remedies at law or in equity. (3) A Axon who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (1) If a civil action is filed against a Axon to compel production of public records relating to the City's contract for services, the court shall assess and award against the Axon the reasonable costs of enforcement, including reasonable attorney fees, if: a. The court determines that the Axon unlawfully refused to comply with the public records request within a reasonable time; and b. At least 8 business days before filing the action,the plaintiff provided written notice of the public records request, including a statement that the Axon has not complied with the request, to the City and to the Axon. (2) A notice complies with subparagraph(1)(b) if it is sent to the City's custodian of public records and to the Axon at the Axon's address listed on its contract with the City or to the Axon's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (3) A Axon who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. (F) IF THE AXON HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE AXON'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO a,MIAMIBEACHFL.GOV PHONE: 305-673-7411 In the event Axon does not comply with the public records disclosure requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself of the remedies set forth under this Agreement and available at law. THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK. 26 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. ,,,, ......q,,, .0,01B��' ITY OF MIAMI :EACH, FLORIDA • INCORP I ORATED.; 011111111011.111111110. 4;574;„*. ; Yr-v26r*N.r g ate, i L. MI, • �C TY MANAGER ATTEST: • •:-.�;• D • TO � �� & LA► GUAGE LPH E. GRANADO, CITY CLER� FOR CLITION 27 1g City F.ttornay� Dat Axon Enterprise, Inc. V ,M� Printed Name: Gbears�c t Y2 Y -t3`l Title: Up .rum,. :5a4e,,5 Date: eAnbrvr 27 Technology Assurance Plan Appendix If Technology Assurance Plan("TAP") or a bundle including TAP is on the Quote,this appendix applies. 1 Term.The start date for TAP aligns with Subscription Term. 2 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 3 Spare Product.Axon will provide Agency a predetermined number of spare Products for hardware items and accessories listed in the Quote("Spare Products"). Spare Products will replace broken or non-functioning units.If Agency utilizes a Spare Product,Agency must return to Axon,through Axon's warranty return process, any broken or non-functioning units. Axon will repair the non- functioning unit or replace with a replacement Product.Upon termination by the Agency,if Agency does not return the Spare Products to Axon within 30 days of the Spare Product invoice date,Axon will invoice the MSRP then in effect. 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 body-worn camera and Axon Dock, one 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 OSP 7 offerings are subject to additional terms for services in their bundle and the Appendices herein. Agency must purchase an OSP 7 subscription for every TASER 7 CEW user. Agency acknowledges 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 term aligns with the Subscription Term("OSP 7 Term"). 6 TAP Body-Worn Upgrade. ("Body-Worn 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 Body-Worn Upgrade 2.5 and 5 years after TAP starts. Axon may ship the Body-Worn Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. In year 5,Axon may ship the Body-Worn Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency. 6.1. OSP or Unlimited TAP. If Agency purchased Axon Evidence Unlimited or an OSP, Agency may choose a new on-officer video camera of Agency's choice. 28 7 TAP Dock Upgrade. If Agency purchased TAP for Axon Dock,Axon Evidence Unlimited, or an OSP, Axon will upgrade the Axon Dock with a new Axon Dock ("Dock Upgrade"). If Agency purchased 5 years of Dock TAP, Axon will provide 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 body camera compatibility. Axon may ship the Dock Upgrade at year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. In year 5, Axon may ship the Dock Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency. 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 product, at Axon's option. If Agency originally purchased a multi-bay Axon Dock,the Dock Upgrade will be a multi-bay Axon Dock model that is the same or like product,at Axon's option. • If Agency would like to change product models for the Dock Upgrade or change the number of bays,Agency must pay the price difference between the MSRP for the offered Dock Upgrade and the MSRP for the model desired.The MSRP will be the MSRP in effect at the time of the upgrade. Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered Dock Upgrade. 8 Return of Original Product. If Axon provides a warranty replacement 6 months before the date of a Body-Worn Upgrade or Dock Upgrade, that replacement is the upgrade. Within 30 days of receiving a Body-Worn or Dock Upgrade, Agency must return the original Products to Axon or destroy the Products and provide a certificate of destruction to Axon including serial numbers for the destroyed Products.If Agency does not return or destroy the Products,Axon will deactivate the serial numbers for the Products received by Agency. 29 TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7,OSP 7, or OSP 7 Plus purchase from Axon 1. Term.The start date for TASER 7 aligns with the Subscription Term. 2. TASER 7 Duty Cartridge Replenishment Program. If the Quote includes "TASER 7 Duty Cartridge Replenishment Program",Agency must purchase an Unlimited Duty Cartridge Plan for each CEW user.A CEW user includes officers that use a CEW in the line of duty,and ones that only use a CEW for training. Agency may not resell cartridges received under any TASER 7 plan. Axon will only replace cartridges used in the line of duty. i 3. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance,or the voucher will be void.During the TASER 7 Term,Axon will issue Agency a voucher annually beginning on the TASER 7 Start Date. The voucher has no cash value. Agency cannot exchange it for another product or service. If the Quote includes Axon Online Training or Virtual Reality Content (collectively, "Training Content"), Agency may access Training Content during the TASER 7 Term.Axon will deliver all Training Content electronically.Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. 4. Extended Warranty. If the Quote includes a TASER 7 plan (TASER 7 Basic - Upfront Plus Subscription, TASER 7 Basic - Subscription, or TASER 7 Certification), extended warranty coverage is included for the TASER CEW, dock and core, and rechargeable battery as described in the Hardware Limited Warranty.TASER 7 plans extended warranty coverage begins on the TASER 7 Start Date and continues for the TASER 7 Term. 5. Spare Products.Axon may provide Agency a fixed number of spares for TASER 7 hardware in the Quote ("Spare Products"). Spare Products will replace non-functioning units. If Agency uses a Spare Product, Agency must return non-functioning units to Axon, and Axon will repair or replace the non-functioning unit. If Agency does not return Spare Products to Axon within 30 days of termination of this Agreement,Axon will invoice Agency the MSRP then in effect for all unreturned Spare Products. 6. Trade-In. If a trade-in discount is on the Quote,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 these returns. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the value of the trade-in discount. Agency may not destroy Trade-In Units and receive a trade-in discount. Agency Size Days to Return from TASER 7 Start Date Less than 100 officers 30 days 100 to 499 officers 180 days 500+officers 180 days 30 Axon Auto-Tagging Appendix 1 Scope. Axon Auto-Tagging consists of development of an integration 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.Agency must purchase Axon Auto-Tagging for every Axon Evidence user in Agency, even if the user does not have an Axon body camera. 2 Support.After initial implementation of 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,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 to Services. 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: 4.1. Making available relevant systems, including Agency's current CAD or RMS, for assessment by Axon(including remote access if possible); 4.2. Making required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto-Tagging Services; 4.3. Providing access to the premises where Axon is performing Auto-Tagging Services, subject to Agency safety and security restrictions,and allowing Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services; 4.4. Providing all infrastructure and software information (TCP/IP addresses, node names, network configuration)necessary for Axon to provide Auto-Tagging Services; 4.5. Promptly installing and implementing any and all software updates provided by Axon; 4.6. Ensuring that all appropriate data backups are performed; 4.7. Providing assistance,participation,and approvals in testing Auto-Tagging Services; 4.8. Providing Axon with remote access to Agency's Axon Evidence account when required; 4.9. Notifying Axon of any network or machine maintenance that may impact the performance of the integration module at Agency; and 4.10. Ensuring reasonable availability of knowledgeable staff and personnel to provide timely, accurate,complete,and up-to-date documentation and information to Axon. 5 Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS (as authorized by the City's Information Technology Department) 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 taking reasonable precautions that the provided data is accurate 31 Axon Aware Appendix This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus.Axon Aware Plus also includes Axon Aware. 1 Axon Aware Subscription Term. The Axon Aware Subscription Term is aligned with the Subscription Term. The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Aware. 2 LTE Requirements. Axon Aware is only available and usable with an LTE enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable.LTE coverage is only available in the United States,including any U.S. territories.Axon may utilize a carrier of Axon's choice to provide LTE service.Axon may change LTE carriers during the Term without Agency'consent. Notwithstanding the foregoing,Axon will make reasonable efforts to provide an LTE carrier with substantial coverage within the City. 3 Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors,outages,or failures of carrier partner networks.Roaming on carrier partner networks outside the FirstNet service area(if any)shall be available as described in the service guide. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third- party beneficiary of any agreement between Axon and the underlying carrier. Agency hereby waives any and all claims or demands therefor. 32 Add-on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Studio, and Axon Performance. 1 Subscription Term.If Agency purchases Axon Citizen for Communities,Axon Redaction Studio, or Axon Performance as part of a bundled offering, the subscription term aligns with the Subscription Term. 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 Agreement also apply to Portal Content. 3 Performance Auto-Tagging Data. In order to provide Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS. In the event that Axon requires CJIS data, the parties agree that a Criminal Justice Agency and ContractorNendor CJIS Network Agreement must be executed prior to the Agency providing any data to Axon. 33 Axon Third Party Data Ingestion Services Appendix 1 Scope.Agency currently has third party data outside of Axon Evidence("Third Party Data")that Agency desires to store in Axon Evidence. The scope will consist of Axon transferring and ingesting Agency's Third Party Data into Axon Evidence.Axon will run an SHA on all Third Party Data. Axon will then transfer the data to cloud storage and run a hash on the Third Party Data to confirm it is the same. Once this is confirmed, Axon will extract, transform, and load the Third Party Data into Axon Evidence. 2 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 on budget. 3 Changes to Services.Axon is only responsible to perform the services described 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 the charges or schedule. 4 Agency Responsibilities.Axon's performance of Data Ingestion Services requires Agency: 4.1. Making available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access if possible); 4.2. Providing access to the building facilities where Axon is to perform the Data Ingestion Services, subject to safety and security restrictions imposed by Agency (including providing security passes or other necessary documentation to Axon representatives performing the Data Ingestion Services,permitting them to enter and exit Agency premises with laptop personal computers, and any other materials needed to perform the Data Ingestion Services); 4.3. Providing all necessary infrastructure and software information(TCP/IP addresses, node names, and network configuration) necessary for Axon to provide the Data Ingestion Services; 4.4. Ensuring that all appropriatedata backups are performed; 4.5. Providing Axon with remote access to Agency's Axon Evidence account when required for Axon to perform the Data Ingestion Services, as authorized by the City's Information Technology Department; 4.6. Notifying Axon of any network or machine maintenance that may impact the performance of the Data Ingestion Services; and 4.7. Ensuring the reasonable availability by phone or email of knowledgeable staff and personnel, system administrators,and operators to provide timely,accurate,complete,and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Data Ingestion Services). 34 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 or Axon Starter). 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 •er da .The BWC 1-Da o tions include: System set up and configuration(Remote Support) • Setup Axon Mobile on smartphoties(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 CEW Services Packages (CEW Starter or CEW Add-on Services). CEW Starter or CEW Add- on Services 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 $2080 per day. The CEW Starter or CEW Add-on Services o•tions include: 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 Packa•e:Virtual assistance included 35 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: • 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. 4 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. 5 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. 6 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services as authorized by the City's Information Technology Department.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. 36 Agency is responsible for taking reasonable precautions that the provided data is accurate. 7 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 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. 8 Acceptance.When Axon completes professional Services,Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion, unless Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement,in which case 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. 9 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. 37 Exhibit " A" Q-227572-43728.961 M L Issued:09/20/2019 AliAxon Enterprise, Inc. 4 Quote Expiration:09/30/2019 17800 N 85th St. Account Number: 110142 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Laura Egan SHIP TO BILL TO Phone: Wayne Jones Miami Beach Police Dept. - FL Email:legan@axon.com Miami Beach Police Dept. - FL ATTN: SGT. ALEX BELLO Fax: 1100 WASHINGTON AVE. 1100 WASHINGTON AVE PRIMARY CONTACT Miami Beach, FL 33139 MIAMI BEACH, FL 33139 Wayne Jones US US Phone:(305)673-7776 Email:waynejones@miamibeachfl.Bov Year 1 -Hardware Refresh Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 74210 AXON BODY 3-8 BAY DOCK 7 1,495.00 0.00 0.00 73255 5 Year Technology Assurance Plan Warranty AB3 7 0.00 0.00 0.00 Dock 8 Bay 73303 5 YEAR OFFICER SAFETY PLAN 7 AB3 CAMERA 398 0.00 0.00 0.00 74210 AXON BODY 3-8 BAY DOCK 50 1,495.00 0.00 0.00 73304 5 YEAR OFFICER SAFETY PLAN 7 AB3 DOCK 8 50 0.00 0.00 0.00 BA 73202 AXON BODY 3-NA10 398 699.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 398 0.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 398 0.00 0.00 0.00 71026 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 398 0.00 0.00 0.00 74210 AXON BODY 3-8 BAY DOCK 14 1,495.00 0.00 0.00 73255 5 Year Technology Assurance Plan Warranty AB3 14 0.00 0.00 0.00 Dock 8 Bay 73253 5 Year Technology Assurance Plan Warranty AB3 50 0.00 0.00 0.00 Camera 73202 AXON BODY 3-NA10 50 699.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 50 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 50 0.00 0.00 0.00 11507 MOLLE MOUNT, SINGLE,AXON RAPIDLOCK 50 0.00 0.00 0.00 Q-227572-43728.961 M L 1 Protect Life. Year 1 - Hardware Refresh (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 71019 NORTH AMERICA POWER CORD 7 0.00 0.00 0.00 71019 NORTH AMERICA POWER CORD 50 0.00 0.00 0.00 71019 NORTH AMERICA POWER CORD 14 0.00 0.00 0.00 Subtotal 0.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 0.00 Year 1 -OSP 7 Plus Item Description Quantity List Unit Net Unit Price Total(USD) • Price Axon Plans &Packages 20141 TASER 7 EVIDENCE.COM LICENSE 2 0.00 0.00 0.00 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 20140 TASER 7 DUTY CARTRIDGE REPLENISHMENT 398 0.00 0.00 0.00 PROGRAM 85114 EVIDENCE.COM INCLUDED STORAGE (GB)-5 15,920 0.00 0.00 0.00 YEAR CONTRACT 20141 TASER 7 EVIDENCE.COM LICENSE 398 0.00 0.00 0.00 73420 AXON RECORDS LICENSE: 5 YEAR 398 0.00 0.00 0.00 73655 AWARE PLUS A/V SERVICE LINE: 5 YEAR 398 0.00 0.00 0.00 80051 AXON AUTO TAGGING SERVICE ADD-ON: 5 YEAR 398 0.00 0.00 0.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 14 336.00 336.00 4,704.00 PAYMENT Hardware 20008 TASER 7 HANDLE, HIGH VISIBILITY(GREEN 398 0.00 0.00 0.00 LASER), CLASS 3R 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 398 0.00 0.00 0.00 20012 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 796 0.00 0.00 0.00 DEGREE) TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 20013 796 0.00 0.00 0.00 (12-DEGREE) 20012 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 796 0.00 0.00 0.00 DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 796 0.00 0.00 0.00 (12-DEGREE) Q-227572-43728.961 ML 2 Protect Life. Year 1 -OSP 7 Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 20014 TASER 7 HOOK-AND-LOOP TRAINING (HALT) 796 0.00 0.00 0.00 CARTRIDGE, STANDOFF(3 20015 TASER 7 HOOK-AND-LOOP TRAINING (HALT) 796 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART 20018 TASER 7 BATTERY PACK, TACTICAL 477 0.00 0.00 0.00 20041 TASER 7 BATTERY PACK WARRANTY,4-YEAR 477 0.00 0.00 0.00 20160 TASER 7 HOLSTER-SAFARILAND, RH+CART 358 0.00 0.00 0.00 CARRIER 74200 TASER 7 6-BAY DOCK AND CORE 4 0.00 0.00 0.00 20042 TASER 7 DOCK&CORE WARRANTY,4-YEAR 4 0.00 0.00 0.00 20050 HOOK-AND-LOOP TRAINING(HALT)SUIT 1 0.00 0.00 0.00 20016 TASER 7 INERT CARTRIDGE, STANDOFF(3.5- 24 0.00 0.00 0.00 DEGREE) 20017 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS 24 0.00 0.00 0.00 (12-DEGREE) 20161 TASER 7 HOLSTER-SAFARILAND, LH+CART 40 0.00 0.00 0.00 CARRIER 74200 TASER 7 6-BAY DOCK AND CORE 6 1,500.00 1,500.00 9,000.00 20042 TASER 7 DOCK&CORE WARRANTY,4-YEAR 6 300.00 300.00 1,800.00 Other 73453 OFFICER SAFETY PLAN 7 PLUS 398 0.00 0.00 0.00 73460 EVIDENCE.COM UNLIMITED PLUS DOCK TAP: 5 398 0.00 0.00 0.00 YEAR 75000 SIGNAL SIDEARM ADHESIVE MOUNT 398 0.00 0.00 0.00 75001 SIGNAL SIDEARM ADHESIVE MOUNT REMOVAL 398 0.00 0.00 0.00 T 73465 Performance Service: 5 Year 398 0.00 0.00 0.00 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL 1 0.00 0.00 0.00 (RUGGEDIZED) 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 1 0.00 0.00 0.00 ACCESS 20135 OCULUS GO STANDALONE VIRTUAL REALITY 1 0.00 0.00 0.00 HEADSET 20146 TASER 7 ONLINE TRAINING CONTENT ACCESS 398 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 3 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73455 OFFICER SAFETY PLAN 7 PLUS ANNUAL 398 2,388.00 866.92 345,034.16 PAYMENT Q-227572-43728.961 M L Protect Life. 3 Year 1 -OSP 7 Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other(Continued) 20135 OCULUS GO STANDALONE VIRTUAL REALITY 2 300.00 300.00 600.00 HEADSET 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL 5 150.00 150.00 750.00 (RUGGEDIZED) 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 2 0.00 0.00 0.00 ACCESS 73510 REDACTION ASSISTANT 351-1000 SW AGENCY- 73510 0.00 0.00 0.00 WIDE LICENSE:5 YEAR 73590 CITIZEN FOR COMMUNITIES 351-1000 SWORN 1 0.00 0.00 0.00 AGENCY-WIDE LICENSE: Services 85147 CEW STARTER 1 2,750.00 2,750.00 2,750.00 85150 CEW ADD-ON SERVICES 1 2,080.00 2,080.00 2,080.00 85144 AXON STARTER 1 2,750.00 2,750.00 2,750.00 Subtotal 370,404.16 Estimated Tax 0.00 Total 370,404.16 Trade-in Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 55 0.00 0.00 0.00 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 325 0.00 0.00 0.00 20104 TASER 7 TRADE-IN UPFRONT PURCHASE 18 0.00 0.00 0.00 20150 TASER 7 TRADE-IN CARTRIDGE 300 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 - Unlimited Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 73655 AWARE PLUS AN SERVICE LINE: 5 YEAR 50 0.00 0.00 0.00 85114 EVIDENCE.COM INCLUDED STORAGE(GB)-5 2,000 0.00 0.00 0.00 YEAR CONTRACT 80052 AXON AUTO TAGGING SERVICE ADD-ON: 1 YEAR 50 180.00 180.00 9,000.00 PAYMENT Hardware 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE 100 0.00 0.00 0.00 PACK Q-227572-43728.961 ML Protect Life. 4 Year 1 - Unlimited Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 73413 AXON AWARE PLUS ANNUAL PAYMENT 50 192.00 0.00 0.00 73460 EVIDENCE.COM UNLIMITED PLUS DOCK TAP: 5 50 0.00 0.00 0.00 YEAR 73461 Evidence.com Unlimited Plus License Annual 50 1,068.00 888.00 44,400.00 Payment 73465 Performance Service:5 Year 50 0.00 0.00 0.00 73427 Performance Annual Payment 50 300.00 0.00 0.00 75000 SIGNAL SIDEARM ADHESIVE MOUNT 50 249.00 249.00 12,450.00 SIG75001 SIGNAL SIDEARM ADHESIVE MOUNT REMOVAL 50 0.00 0.00 0.00 73403 Aware Annual Payment 50 • 108.00 0.00 0.00 73652 AWARE A/V SERVICE LINE: 5 YEAR 50 0.00 0.00 0.00 73510 REDACTION ASSISTANT 351-1000 SW AGENCY- 73510 0.00 0.00 0.00 WIDE LICENSE: 5 YEAR 73590 CITIZEN FOR COMMUNITIES 351-1000 SWORN 1 0.00 0.00 0.00 AGENCY-WIDE LICENSE: Subtotal 65,850.00 Estimated Tax 0.00 Total 65,850.00 Year 1 -2:1 Cameras - Internal Affairs Item Description Quantity List Unit Net Unit Price Total (USD) Price Axon Plans&Packages TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 PAYMENT 1 336.00 0.00 0.00 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 8 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 240 0.00 0.00 0.00 Hardware 73202 AXON BODY 3-NA10 8 699.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 8 0.00 0.00 0.00 73253 5 Year Technology Assurance Plan Warranty AB3 8 0.00 0.00 0.00 Camera 74210 AXON BODY 3-8 BAY DOCK 1 1,495.00 0.00 0.00 73255 5 Year Technology Assurance Plan Warranty AB3 1 0.00 0.00 0.00 Dock 8 Bay 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 8 0.00 0.00 0.00 11509 BELT CLIP, RAPIDLOCK 8 0.00 0.00 0.00 Q-227572-43728.961 ML 5 Protect Life. Year 1 -2:1 Cameras - Internal Affairs (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 73260 Technology Assurance Plan AB3 Annual Payment 8 336.00 0.00 0.00 71019 NORTH AMERICA POWER CORD 1 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 -Axon Air Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 12332 AXON AIR, EVIDENCE.COM ADD-ON LICENSE:5 5 0.00 • 0.00 0.00 YEAR 12333 AXON AIR, EVIDENCE.COM ADD-ON ANNUAL 5 600.00 0.00 0.00 PAYMENT Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1-Channel Services Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans& Packages 86000 EVIDENCE.COM ARCHIVAL ANNUAL STORAGE 16,000 0.38 0.00 0.00 Other 80190 Evidence.com Channel Services 1 10,000.00 0.00 0.00 80191 Evidence.com Channel Migration,TB 10 500.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Spares Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 73202 AXON BODY 3-NA10 4 699.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 4 0.00 0.00 0.00 73253 5 Year Technology Assurance Plan Warranty AB3 4 0.00 0.00 0.00 Camera 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 4 0.00 0.00 0.00 73303 5 YEAR OFFICER SAFETY PLAN 7 AB3 CAMERA 11 0.00 0.00 0.00 73202 AXON BODY 3-NA10 11 0.00 0.00 0.00 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 22 0.00 0.00 0.00 Q-227572-43728.961 ML 6 Protect Life. Spares(Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 11534 USB SYNC CABLE, FLEX 2 11 0.00 0.00 0.00 20008 TASER 7 HANDLE, HIGH VISIBILITY(GREEN 12 0.00 0.00 0.00 LASER),CLASS 3R 20040 TASER 7 HANDLE WARRANTY,4-YEAR 12 0.00 0.00 0.00 74210 AXON BODY 3-8 BAY DOCK 4 1,495.00 0.00 0.00 73255 5 Year Technology Assurance Plan Warranty AB3 4 0.00 0.00 0.00 Dock 8 Bay 87028 TASER ASSURANCE PLAN DOCK 2 5 YEAR 4 1,680.00 0.00 0.00 UPFRONT Other 71019 NORTH AMERICA POWER CORD4 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 - Existing Interview Room Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 4 300.00 0.00 0.00 ANNUAL PAYMENT 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 0.00 0.00 MAINTENANCE ANNUAL PAYMENT 50055 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 8 1,188.00 0.00 0.00 LICENSE YEAR 1 PAYMENT Hardware 50223 POS-X TOUCHPANEL W/8GB RAM, 500GB SSD 4 2,600.00 0.00 0.00 HD-NON SER 74062 INTERVIEW ROOM 5 YR EXTENDED WARRANTY 4 1,240.99 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 1 -2020 Axon Accelerate Passes Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 99901 ACCELERATE CONFERENCE REGISTRATION 8 599.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Q-227572-43728.961 ML Protect Life. 7 Year 2-OSP 7 PLUS Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 14 336.00 336.00 4,704.00 PAYMENT Hardware 20012 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 796 0.00 0.00 0.00 DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 796 0.00 0.00 0.00 (12-DEGREE) 20014 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, STANDOFF(3 20015 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART Other 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 3 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73455 OFFICER SAFETY PLAN 7 PLUS ANNUAL 398 2,388.00 1,358.06 540,507.88 PAYMENT 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 2 0.00 0.00 0.00 ACCESS Subtotal 546,147.88 Estimated Tax 0.00 Total 546,147.88 Year 2-Unlimited Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80053 AXON AUTO TAGGING SERVICE ADD-ON:2 YEAR 50 180.00 180.00 9,000.00 PAYMENT Other 73461 Evidence.com Unlimited Plus License Annual 50 1,068.00 888.00 44,400.00 Payment 73427 Performance Annual Payment 50 300.00 0.00 0.00 73413 AXON AWARE PLUS ANNUAL PAYMENT 50 192.00 0.00 0.00 Q-227572-43728.961 ML Protect Life. 8 Year 2- Unlimited Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other(Continued) 73403 Aware Annual Payment 50 108.00 0.00 0.00 Subtotal 53,400.00 Estimated Tax 0.00 Total 53,400.00 Year 2-2:1 Cameras- Internal Affairs Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 336.00 336.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 240 0.00 0.00 0.00 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 8 468.00 0.00 0.00 Other 73260 Technology Assurance Plan AB3 Annual Payment 8 336.00 336.00 2,688.00 Subtotal 3,024.00 Estimated Tax 0.00 Total 3,024.00 Year 2-Axon Air Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans& Packages 12333 AXON AIR, EVIDENCE.COM ADD-ON ANNUAL 5 600.00 600.00 3,000.00 PAYMENT Subtotal 3,000.00 Estimated Tax 0.00 Total 3,000.00 Year 2-Channel Services List Unit Item Description Quantity Net Unit Price Total(USD) Price Other 80230 Evidence.com Channel Services SMA 1 YEAR 1 2,000.00 2,000.00 2,000.00 80240 Evidence.com Channel Services TB ANNUAL 1 10 500.00 500.00 5,000.00 YEAR Subtotal 7,000.00 Estimated Tax 0.00 Total 7,000.00 Q-227572-43728.961 ML 9 Protect Life. Year 2 - Existing Interview Room Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 4 300.00 300.00 1,200.00 ANNUAL PAYMENT 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50056 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 8 1,188.00 1,188.00 9,504.00 LICENSE YEAR 2 PAYMENT Subtotal 11,404.00 Estimated Tax 0.00 Total 11,404.00 Year 2-2021 Axon Accelerate Passes Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 99901 ACCELERATE CONFERENCE REGISTRATION 8 599.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 3-OSP 7 Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 14 336.00 336.00 4,704.00 PAYMENT Hardware 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE 398 0.00 0.00 0.00 PACK 20012 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 796 0.00 0.00 0.00 DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 796 0.00 0.00 0.00 (12-DEGREE) TASER 7 HOOK-AND-LOOP TRAINING (HALT) 20014 796 0.00 0.00 0.00 CARTRIDGE, STANDOFF(3 20015 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART Q-227572-43728.961 ML 10 Protect Life. Year 3 -OSP 7 Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 73311 8-BAY DOCK AXON BODY CAMERA REFRESH 50 0.00 0.00 0.00 O E Other 75000 SIGNAL SIDEARM ADHESIVE MOUNT 398 249.00 0.00 0.00 75001 SIGNAL SIDEARM ADHESIVE MOUNT REMOVAL 398 0.00 0.00 0.00 73309 AXON BODY CAMERA REFRESH ONE 398 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 3 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73455 .OFFICER SAFETY PLAN 7 PLUS ANNUAL 398 2,388.00 1,974.84 785,986.32 PAYMENT 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 2 0.00 0.00 0.00 ACCESS Subtotal 791,626.32 Estimated Tax, 0.00 Total I 791,626.32 Year 3 - Unlimited Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80054 AXON AUTO TAGGING SERVICE ADD-ON: 3 YEAR 50 180.00 180.00 9,000.00 PAYMENT Hardware 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE 100 0.00 0.00 0.00 PACK Other 73461 Evidence.com Unlimited Plus License Annual 50 1,068.00 888.00 44,400.00 Payment 73427 Performance Annual Payment 50 300.00 0.00 0.00 73413 AXON AWARE PLUS ANNUAL PAYMENT 50 192.00 0.00 0.00 75001 SIGNAL SIDEARM ADHESIVE MOUNT REMOVAL 50 0.00 0.00 0.00 T 75000 SIGNAL SIDEARM ADHESIVE MOUNT 50 249.00 0.00 0.00 73403 Aware Annual Payment 50 108.00 0.00 0.00 Subtotal 53,400.00 Estimated Tax 0.00 Total 53,400.00 Q-227572-43728.961 ML 11 Protect Life. Year 3-2:1 Cameras- Internal Affairs Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 336.00 336.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 240 0.00 0.00 0.00 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 8 468.00 0.00 0.00 Other 73260 Technology Assurance Plan AB3 Annual Payment 8 336.00 336.00 2,688.00 Subtotal 3,024.00 Estimated Tax 0.00 Total 3,024.00 Year 3-Axon Air Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 12333 AXON AIR, EVIDENCE.COM ADD-ON ANNUAL 5 600.00 600.00 3,000.00 PAYMENT Subtotal 3,000.00 Estimated Tax 0.00 Total 3,000.00 Year 3-Channel Services Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 80230 Evidence.com Channel Services SMA 1 YEAR 1 2,000.00 2,000.00 2,000.00 80240 Evidence.com Channel Services TB ANNUAL 1 10 500.00 500.00 5,000.00 YEAR Subtotal 7,000.00 Estimated Tax 0.00 Total 7,000.00 Year 3- Existing Interview Room Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans& Packages 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 4 300.00 300.00 1,200.00 ANNUAL PAYMENT 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT Q-227572-43728.961 ML Protect Life. 12 Year 3- Existing Interview Room (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages(Continued) 50057 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 8 1,188.00 1,188.00 9,504.00 LICENSE YEAR 3 PAYMENT Subtotal 11,404.00 Estimated Tax 0.00 Total 11,404.00 Year 3-2022 Axon Accelerate Passes Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 99901 ACCELERATE CONFERENCE REGISTRATIQN 8 599.00 0.00 Q.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 4-OSP 7 Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 14 336.00 336.00 4,704.00 PAYMENT Hardware 20012 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 796 0.00 0.00 0.00 DEGREE) 20013 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS 796 0.00 0.00 0.00 (12-DEGREE) 20014 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, STANDOFF(3 20015 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART Other 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 3 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73455 OFFICER SAFETY PLAN 7 PLUS ANNUAL 398 2,388.00 2,524.94 1,004,926.12 PAYMENT Q-227572-43728.961 M L 13 Protect Life. Year 4-OSP 7 Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other(Continued) 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 2 0.00 0.00 0.00 ACCESS Subtotal 1,010,566.12 Estimated Tax 0.00 Total 1,010,566.12 Year 4- Unlimited Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80055 AXON AUTO TAGGING SERVICc ADD-ON: 4 YEAR 50 180.00 180.00 9,000.00 PAYMENT Other 73461 Evidence.com Unlimited Plus License Annual 50 1,068.00 888.00 44,400.00 Payment 73427 Performance Annual Payment 50 300.00 0.00 0.00 73413 AXON AWARE PLUS ANNUAL PAYMENT 50 192.00 0.00 0.00 73403 Aware Annual Payment 50 108.00 0.00 0.00 Subtotal 53,400.00 Estimated Tax 0.00 Total 53,400.00 Year 4-2:1 Cameras- Internal Affairs Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 336.00 336.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 240 0.00 0.00 0.00 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 8 468.00 0.00 0.00 Other 73260 Technology Assurance Plan AB3 Annual Payment 8 336.00 336.00 2,688.00 Subtotal 3,024.00 Estimated Tax 0.00 Total 3,024.00 Q-227572-43728.961 ML Protect Life. 14 Year 4-Axon Air Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 12333 AXON AIR, EVIDENCE.COM ADD-ON ANNUAL 5 600.00 600.00 3,000.00 PAYMENT Subtotal 3,000.00 Estimated Tax 0.00 Total 3,000.00 Year 4 Channel Services Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 80230 Evidence.com Channel Services SMA 1 YEAR 1 2,000.00 • 2,000.00 2,000.00 80240 Evidence.com Channel Services TB ANNUAL 1 10 500.00 500.00 5,000.00 YEAR Subtotal 7,000.00 Estimated Tax 0.00 Total 7,000.00 Year 4- Existing Interview Room Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 4 300.00 300.00 1,200.00 ANNUAL PAYMENT 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50058 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 8 1,188.00 1,188.00 9,504.00 LICENSE YEAR 4 PAYMENT Subtotal 11,404.00 Estimated Tax 0.00 Total 11,404.00 Year 4-2023 Axon Accelerate Passes Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 99901 ACCELERATE CONFERENCE REGISTRATION 8 599.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Q-227572-43728.961 ML 15 Protect Life. Year 5-OSP 7 Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 14 336.00 336.00 4,704.00 PAYMENT Hardware 20012 TASER 7 LIVE CARTRIDGE, STANDOFF(3.5- 796 0.00 0.00 0.00 DEGREE) 20013 TASER 7 LIVE CARTRIDGE,CLOSE QUARTERS 796 0.00 0.00 0.00 (12-DEGREE) 20014 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, STANDOFF(3 • 20015 TASER 7 HOOK-AND-LOOP TRAINING(HALT) 796 0.00 0.00 0.00 CARTRIDGE, CLOSE QUART 73312 8-BAY TWO AXON BODY CAMERA REFRESH 50 0.00 0.00 0.00 Other 73310 AXON BODY CAMERA REFRESH TWO 398 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 3 0.00 0.00 0.00 20119 TASER 7 MASTER INSTRUCTOR SCHOOL 1 0.00 0.00 0.00 VOUCHER 73455 OFFICER SAFETY PLAN 7 PLUS ANNUAL 398 2,388.00 3,508.52 1,396,390.96 PAYMENT 20147 AXON DEVELOPED OCULUS TRAINING CONTENT 2 0.00 0.00 0.00 ACCESS Subtotal 1,402,030.96 Estimated Tax 0.00 Total 1,402,030.96 Year 5 - Unlimited Plus Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80056 AXON AUTO TAGGING SERVICE ADD-ON: 5 YEAR 50 180.00 180.00 9,000.00 PAYMENT Other 73461 Evidence.com Unlimited Plus License Annual 50 1,068.00 888.00 44,400.00 Payment Q-227572-43728.961 M L 16 Protect Life. Year 5 - Unlimited Plus (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other(Continued) 73427 Performance Annual Payment 50 300.00 0.00 0.00 73413 AXON AWARE PLUS ANNUAL PAYMENT 50 192.00 0.00 0.00 73403 Aware Annual Payment 50 108.00 0.00 0.00 Subtotal 53,400.00 Estimated Tax 0.00 Total 53,400.00 Year 5-2:1 Cameras- Internal Affairs Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans& Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 336.00 336.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 240 0.00 0.00 0.00 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 8 468.00 0.00 0.00 Other 73260 Technology Assurance Plan AB3 Annual Payment 8 336.00 336.00 2,688.00 Subtotal 3,024.00 Estimated Tax 0.00 Total 3,024.00 Year 5-Axon Air Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages AXON AIR, EVIDENCE.COM ADD-ON ANNUAL 12333 5 600.00 600.00 3,000.00 PAYMENT Subtotal 3,000.00 Estimated Tax 0.00 Total 3,000.00 Year 5- Channel Services Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 80230 Evidence.com Channel Services SMA 1 YEAR 1 2,000.00 2,000.00 2,000.00 80240 Evidence.com Channel Services TB ANNUAL 1 10 500.00 500.00 5,000.00 YEAR Subtotal 7,000.00 Estimated Tax 0.00 Total 7,000.00 Q-227572-43728.961 M L 17 Protect Life. Year 5 - Existing Interview Room Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans &Packages 50074 AXON TOUCH PANEL SOFTWARE MAINTENANCE 4 300.00 300.00 1,200.00 ANNUAL PAYMENT 50072 AXON STREAMING SERVER SOFTWARE 2 350.00 350.00 700.00 MAINTENANCE ANNUAL PAYMENT 50059 INTERVIEW ROOM UNLIMITED EVIDENCE.COM 8 1,188.00 1,188.00 9,504.00 LICENSE YEAR 5 PAYMENT Subtotal 11,404.00 Estimated Tax 0.00 Total 11,404.00 Year 5 - 2024 Axon Accelerate Passes Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 99901 ACCELERATE CONFERENCE REGISTRATION 8 599.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Grand Total 4,497,937.44 Q-227572-43728.961 M L Protect Life. 18 AX N Ai O Discounts (USD) Quote Expiration:09/30(2019 List Amount 6,022,195.96 Discounts 1 ,524,258.52 Total 4,497,937.44 "Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 - Hardware Refresh 0.00 Year 1 - OSP 7 Plus 370,404.16 Trade-in 0.00 Year 1 - Unlimited Plus 65,850.00 Year 1 - 2:1 Cameras - Internal Affairs 0.00 Year 1 -Axon Air 0.00 Year 1- Channel Services 0.00 Spares 0.00 Year 1 - Existing Interview Room 0.00 Year 1 - 2020 Axon Accelerate Passes 0.00 Q-227572-43728.961 ML Protect Life. 19 AXO \ Summary of Payments (Continued) Payment Amount (USD) Year 2 - OSP 7 PLUS 546,147.88 Year 2 - Unlimited Plus 53,400.00. Year 2 - 2:1 Cameras - Internal Affairs 3,024.00 Year 2 -Axon Air 3,000.00 Year 2 - Channel Services 7,000.00 Year 2 - Existing Interview Room 11,404.00 Year 2 - 2021 Axon Accelerate Passes 0.00 Year 3 - OSP 7 Plus 791,626.32 Year 3 - Unlimited Plus 53,400.00 Year 3- 2:1 Cameras - Internal Affairs 3,024.00 Year 3 -Axon Air 3,000.00 Year 3- Channel Services 7,000.00 Year 3 - Existing Interview Room 11,404.00 Year 3 - 2022 Axon Accelerate Passes 0.00 Q-227572-43728.961 M L 20 Protect Life. AAXO \ Summary of Payments (Continued) Payment Amount (USD) Year 4- OSP 7 Plus 1 ,010,566.12 Year 4 - Unlimited Plus 53,400.00 Year 4- 2:1 Cameras - Internal Affairs 3,024.00 Year 4 -Axon Air 3,000.00 Year 4- Channel Services 7,000.00 Year 4 - Existing Interview Room 11,404.00 Year 4- 2023 Axon Accelerate Passes 0.00 Year 5 - OSP 7 Plus 1 ,402,030.96 Year 5 - Unlimited Plus 53,400.00 Year 5- 2:1 Cameras - Internal Affairs 3,024.00 Year 5-Axon Air 3,000.00 Year 5- Channel Services 7,000.00 Year 5- Existing Interview Room 11,404.00 Year 5 - 2024 Axon Accelerate Passes 0.00 Grand Total 4,497,937.44 Q-227572-43728.961M L 21 Protect Life. Notes Execution of this quote will terminate quotes associated with contracts#3387,#3388,#3389,#3390,#3391,#3392,#3393,#3394,#3395,#3396, #3887,#3891,#3892,#3907,#3908,#3913,#3914,#3922,#3923,#3924,and#3925 with Axon and will start a new 60-month contract effective 11/1/19. The parties agree that Axon is granting a refund of$219,421.92(applied to Year 1 licenses)to refund paid,but undelivered services.This discount is based on a ship date range of 10/1/19-10/15/19, resulting in an 11/1/19 license date.Any change in this date and resulting license start date will result in modification of this discount value which may result in additional fees due to or from Axon. The parties agree that Axon is granting a credit of$51,175(applied to Year 1 Payment)for trade-in of CEW hardware. This credit is based on a ship date range of 10/1/19-10/15/19, resulting in an 11/1/19 contract start date.Any change in this ship date and resulting contract start date will result in modification of this credit value which may result in additional fees due to or from Axon. Hardware discounted 100%in Year 1-Hardware Refresh represents the allotted TAP replacement from Contract#3387. All BWCs and associated docking stations covered under the Technology Assurance Plan(TAP)and will be eligible for 2 replacements. Agency will be granted contract pricing of$0.75 for active storage and$0.38 for cold storage for the duration of this contract term. Total considerations of$150,000 have been applied to Aware,Aware+,and Performance in years 1-5.Considerations totaling$54,000 have been applied in Year 1 to the Axon Air,Channel Services,and Internal Affairs groups.Considerations of$33,600 worth of Aware services have been applied.An additional consideration of$53,760 for bundled services has been applied to this quote.The above considerations are contingent upon execution of the contract between the City of Miami Beach and Axon by COB on 9/30/19. Purchase of TASER 7 are governed by the TASER 7 Agreement located at https://www.axon.com/legal/sales-terms-and-conditions and not the Master Services and Purchasing Agreement referenced below. 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 behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Laura Egan at legan@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 buv.axon.com Quote:Q-227572-43728.961 ML 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise, Inc.All rights reserved. Q-227572-43728.961 M L 22 Protect Life. STATEMENT OF WORK DOCUMENT Axon Data Services Created For: Miami Beach PD,Florida Sold By: Laura Egan Axon PSO Designed By: Axon PSO Page 1 of 10 > MIGRATION OVERVIEW CUSTOMER NAME Miami Beach PD,Florida AXON DATA SERVICE DETAILS The following sections detail the channel services to be provided Data Details Axon services will process the total.number of terabytes annually purchased by the customer. Total Data 1 Channel is licensed supporting the workflow as described in the below document. Total Channels Service Axon will facilitate the installation and support of Axon Data Services(ADS). An Axon Field Engineer(AFE)will remotely install and run the software on customer's network to facilitate Axon Data Service communication directly to your Axon Evidence instance. Evidence will be encrypted during transfer and securely hashed to verify completion and authenticity of uploaded evidence. At the completion of the installation an Axon Project Manager will support configuration and training to customer's designated administrators and users for up to ten hours. Training content is dependent on the customer's needs and desired use of the system.Due to the high level of configurability of the service training hours can be used to support creating documentation and user content specific and internal to your agency. Installation and Configuration Axon will install and support Axon Data Services on a networked server meeting the specifications outlined in Appendix 1. Axon will support the initial configurations and training to customer to change the below configurations in the future: Authorized Users Axon will support the customer to configure the specific users or groups within your Axon Evidence agency who should have access to ADS(ADS Users). ADS users will be able to login to the application and create upload requests but will not have access to configure ADS. Only the designated users will be able to login to ADS. Authorized Admins Axon will support the customer to configure the specific users or groups within your Axon Evidence agency who should have admin access to ADS(ADS Admins). ADS Admin users will have the permissions to configure the following: Page 2 of 10 Directories Network Directories directory(s)to Axon Data Services,these are paths on the network that ADS can access to pull files for upload. Upload Filter ADS allows agencies to create upload filters that indicate different workflows based on file extension. Extensions that cannot be played natively in Axon Evidence can be configured to create a duplicate.mp4. This will automatically rewrap the files to a standard,playable .mp4. Multiplex file structures can be rewrapped and separated as several.mp4 files. Newly encountered extensions can be added at any time. Metadata Groups Metadata Groups are separated sets of metadata fields agencies can configure for different circumstances. Similar to a form,a specific metadata group will display a dropdown of fields for the user to populate. Metadata Definitions Metadata Definitions define the individual metadata fields required for each for group. For example,the Metadata Group"Court Case"may have definition fields of"Agency"and "Charge"while the meta,data Group"Felony"may have definition fields of"Class"and "Suspect". This is configurable for your agency. Workflow Once configured the customer can collect evidence files from any source and copy files onto one of the ADS directories. Once evidence is in the directory: Login: • Authorized users can launch the ADS client from any networked machine through a standard web browser. • Users login to the service using their Axon Evidence credentials. Create Upload Request: ■ Users will have an interface to create an upload request. • Within the request users can check the file(s)from the directory,tag with Axon Evidence metadata including"ID","Title","Tag","Assigned To","Category",and "Managed Metadata" ■ -NOTE:ADS is synchronized with Axon Evidence,prepopulated fields in Axon Evidence such as"Category"and"Assigned To"pulls a dropdown of the configurations from your Axon Evidence instance. • *OPTIONAL:Users may leave"Title"field blank and the service will automatically populate Axon Evidence"Title"as original file name • *OPTIONAL:Users can choose zip option"One Zip"to create a single.zip folder encompassing all selected files in their original format to be uploaded along with Page 3 of 10 rewrapped.mp4s of all selected files • *OPTIONAL:Users can choose zip option"Zip by Folder"to select a parent folder and create separate.zip files for each child folder encompassing all files in each child folder in their original format to be uploaded along with rewrapped.mp4s of all selected files. • Once all options are selected,users can click save and sign out. ADS will run automatically in the background to process the.mp4 files,and upload.mp4 and original files with all metadata to Axon Evidence. • Upon completion of the request,once all files have been uploaded into Axon Evidence,the request will display as completed in Axon Data Services and files can be accessed in Axon Evidence. • Audit trails of the files in Axon Evidence for all original files are prepended with the unique identifier of all.mp4 proxies generated as"external evidence events".This is an immutable record of the processing of the asset. Once ingested in Axon Evidence,all actions on the asset are recorded in the audit trail as normal. Examples of the audit trail can be found in Appendix 2. Request Dashboards • Multiple users can create requests simultaneously and ADS processes multiple requests at a time. • Upon completion of requests ADS displays a dashboard of requests detailing: unique request number,created date/time,status,ID,Title,Tag,Assigned To,and Category • Customer to provide a networked windows server to the specifications outlined in Appendix 1 for the installation of Axon Data Services Dependencies • Customer is responsible for acquiring and supporting an Input-Ace Video Integration Suite license from Occam Solutions throughout the duration of the contract. This license automates the workflow to generate duplicate.mp4 files for upload into Axon Evidence. • While a high success rate is typical,duplicate.mp4 generation is not guaranteed for all file types. Failed file types can be submitted to Occam solutions for analysis. Updates and upgrades to the Video Suite integration License supporting new file types will be supported with Axon Data Services through the duration of the contract. • Customer will create API clients via Axon Evidence administrative interface with documentation and support from Axon Project Manager • Customer to provide an Axon Field Engineer remote network access to install and support initial configurations of Axon Data Services. Remote access can be provided through a Zoom meeting or customer provided VPN. • Customer will document any necessary paperwork or vetting to facilitate remote access for the Axon Field Engineer.Axon will take commercially reasonable steps to meet vetting requirements of the customer for remote access. Page 4 of 10 An Axon Field Engineer(AFE)can install Axon Data Services to initially point to a test Axon Evidence instance.Upon completion of the installation to a test environment Axon will notify customer and provide up to ten hours of support for up to 15 business days after notification. Axon and customer shall ensure reasonable availability of key staff during the testing period. During this period the customer can test various configurations and workflows as needed prior to uploading to a live Axon Evidence environment.An Axon Project Manager will Testing support the customer to test the different configurations and workflows and training administrative users on these configurations. Customer is responsible for creating the policies and practices for use of Axon Data Services within your organization and training end users accordingly. At the end of the testing period,Axon will notify customer and an Axon Project Manager will be available to support pointing the service to customer's live Axon Evidence instance. Validation Customer will have ten business days to configure Axon Data Services and validate workflow in a live environment. An Axon Project Manager shall remain reasonably available to provide up to 2 hours of support to validate any configurations or answer any questions. At the completion of the validation period,Axon will notify customer and provide acceptance form. Technical Resources Page 5 of 10 Customer will provide access to a modern Windows server on customer network as Hardware Specifications detailed in the server specifications document in Appendix 1. API requests require HTTPS port 443,network IP should be whitelisted in customer Axon Connectivity Specifications Evidence account. Migration speed is dependent on bandwidth availability at customer site. Customer will ensure reasonable availability by phone or email of knowledgeable staff and Availability personnel,system administrators,and operators to provide timely,accurate,complete, and up-to-date documentation and information to Axon including but not limited to facilitating network access,testing and validating workflows,availability of designated staff for training. Agreement Axon will assign a Project Manager that will provide the expertise to execute a successful migration.The Project Manager will have knowledge and experience with all phases of the Project Management project management lifecycle and service 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 on time and on budget. At the completion of the validation period,Axon will notify customer,provide verification reports,and an acceptance form. Upon receipt of notification,customer is responsible for Acceptance validating the services operation in the live environment.Acceptance forms must be accepted or rejected within ten business days of receipt or acceptance is automatically verified. Data Ownership Page 6 of 10 1.All digital evidence stored on Axon's Axon Evidence is owned by the customer.Our contracts are constructed to ensure that you retain all ownership of your data.Should the Data Ownership agreement be terminated,Axon will provide access for the State to securely migrate its own data or offer a service for Axon to migrate the data on behalf of the State. 2.All digital evidence stored on the Axon Evidence platform is owned by the agency and can be exported at any time.This process can be facilitated in a number of ways including the bulk export feature.If your agency wishes to extract all data stored in the application, data is exported in the format it was recorded(MP4 for Axon captured files).The simplest method for data/metadata return is via system APIs.Axon's API manual will be made available upon request,which details steps for developers to follow for this contingency. This would facilitate the return of data with minimal cost and high efficiency. • Page 7 of 10 Axon Enterprise Inc. By signing this Statement of Work,you are agreeing to the items set forth in this document and Axon's Master Services&Purchasing Agreement and Channel Services Appendix.You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity,such as the company,municipality,or government agency you work for,you represent to Axon that you have legal authority to bind that entity.If you do not have this authority,do not sign Statement of Work. Changes to the scope of this SOW must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon,an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order,signed by both Parties. Signature: Date: • Name(Print): • • Title: Page 8 of 10 > Appendix 1 System Requirements and Firewall Permissions Customer will provide access to a modern Windows server to install and run migration tool. • Server should be running on customer network • Server should have connection to the legacy database • Server should have connection to file repository(s) Server Hardware Requirements Processor lx Quad-Core Intel Xeon E3 2x Quad-Core Intel Xeon E5(2.66 (1.7 GHz) GHz) Memory 32 GB RAM 32 GB RAM Internal Drive 1 TB HDD 1 TB SSD Network 10/100 Ethernet Gigabit Ethernet Operating System Windows Server 2012 R2 Windows Server 2012 R2 or higher DB Server Depending on the configuration and location of the repository(s),and customer's firewall,some special configuration might be required to ensure communication with the server where Axon Data Servers is running. The following ports should be opened: Ports Type Port Outbound HTTPS 443 Outbound 53 Outbound 80 Page 9 of 10 > Appendix 2 Axon Evidence Audit Trail of Original File Page 10 of 10 Q-224177-43733.956LE all Issued:09/25/2019 AAAxon Enterprise, Inc. y Quote Expiration: 09/30/2019 17800 N 85th St. Account Number 501873 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Laura Egan SHIP TO BILL TO Phone: Randi MacBride Miami Beach Code Compliance Email:legan@axon.com Miami Beach Code Compliance 1700 Convention Center Drive Fax: 1700 Convention Center Drive Miami Beach, FL 33139 PRIMARY CONTACT Miami Beach, FL 33139 US Randi MacBride US Phone:(305)673-7077 . Email:randimacbride@miamibeachfl.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85114 EVIDENCE.COM INCLUDED STORAGE(GB)-5 1,920 0.00 0.00 0.00 YEAR CONTRACT 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 2 336.00 0.00 0.00 PAYMENT 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 4 468.00 468.00 1,872.00 85110 EVIDENCE.COM INCLUDED STORAGE 120 0.00 0.00 0.00 Hardware 73202 AXON BODY 3-NA10 48 699.00 499.00 23,952.00 74210 AXON BODY 3-8 BAY DOCK 6 1,495.00 1,495.00 8,970.00 73253 5 Year Technology Assurance Plan Warranty AB3 48 0.00 0.00 0.00 Camera 73255 5 Year Technology Assurance Plan Warranty AB3 6 0.00 0.00 0.00 Dock 8 Bay 74018 Z-BRACKET MOUNT, MENS, AXON RAPIDLOCK 48 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 48 0.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 48 0.00 0.00 0.00 70033 WALL MOUNT BRACKET,ASSY, EVIDENCE.COM 2 42.00 42.00 84.00 DOCK 74210 AXON BODY 3-8 BAY DOCK 2 1,495.00 1,495.00 2,990.00 73255 5 Year Technology Assurance Plan Warranty AB3 2 0.00 0.00 0.00 Dock 8 Bay Q-224177-43733.956LE 1 Protect Life. Year 1 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 73460 EVIDENCE.COM UNLIMITED PLUS DOCK TAP: 5 48 0.00 0.00 0.00 YEAR 73461 Evidence.com Unlimited Plus License Annual 48 1,068.00 225.66 10,831.68 Payment 71019 NORTH AMERICA POWER CORD 6 0.00 0.00 0.00 71019 NORTH AMERICA POWER CORD 2 0.00 0.00 0.00 Subtotal 48,699.68 Estimated Shipping 0.00 Estimated Tax 0.00 Total 48,699.68 Spares Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 73253 5 Year Technology Assurance Plan Warranty AB3 2 0.00 0.00 0.00 Camera 73202 AXON BODY 3-NA10 2 699.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 2 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 2 0.00 0.00 0.00 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 2 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans& Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 2 336.00 0.00 0.00 PAYMENT 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 4 468.00 468.00 1,872.00 85110 EVIDENCE.COM INCLUDED STORAGE 120 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 48 1,068.00 1,278.58 61,371.84 Payment Subtotal 63,243.84 Estimated Tax 0.00 Total 63,243.84 Q-224177-43733.956LE 2 Protect Life. Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 2 336.00 0.00 0.00 PAYMENT 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 4 468.00 468.00 1,872.00 85110 EVIDENCE.COM INCLUDED STORAGE 120 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 48 1,068.00 1,278.58 61,371.84 Payment Subtotal 63,243.84 Estimated Tax 0.00 Total 63,243.84 Year 4 List Unit Item Description Quantity Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 2 336.00 0.00 0.00 PAYMENT 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 4 468.00 468.00 1,872.00 85110 EVIDENCE.COM INCLUDED STORAGE 120 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 48 1,068.00 1,278.58 61,371.84 Payment Subtotal 63,243.84 Estimated Tax 0.00 Total 63,243.84 Year 5 List Unit Item Description Quantity Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 2 336.00 0.00 0.00 PAYMENT 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 4 468.00 468.00 1,872.00 85110 EVIDENCE.COM INCLUDED STORAGE 120 0.00 0.00 0.00 Q-224177-43733.956LE Protect Life. 3 Year 5 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 73461 Evidence.com Unlimited Plus License Annual 48 1,068.00 1,278.58 61,371.84 Payment Subtotal 63,243.84 Estimated Tax 0.00 Total 63,243.84 Grand Total 301,675.04 Q-224177-43733.956LE Protect Life. 4 4AXON Discounts (USD) Quote Expiration:09/30/2019 List Amount 316,034.00 Discounts 14,358.96 Total 301,675.04 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 48,699.68 Spares 0.00 Year 2 63,243.84 Year 3 63,243.84 Year 4 63,243.84 Year 5 63,243.84 Grand Total 301,675.04 Q-224177-43733.956LE Protect Life. 5 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 behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Laura Egan at legan@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 buv.axon.com Quote:0-224177-43733.956LE 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise,Inc.All rights reserved. Q-224177-43733.956LE 6 Protect Life. Q-224183-43728.875M L Issued:09/20/2019 44 Axon Enterprise, Inc. 0 Quote Expiration:09/30/2019 17800 N 85th St. Account Number:501874 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Laura Egan SHIP TO BILL TO Phone: Alberto Ventura Miami Beach Parking Department Email:legan@axon.com Miami Beach Parking Department 1755 Meridian Ave Fax: 1755 Meridian Ave Suite 200 PRIMARY CONTACT Suite 200 Miami Beach, FL 33139 Alberto Ventura Miami Beach, FL 33139 US Phone:(305)216-6198 US • Email:albertoventura@miamibeachfl.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85114 EVIDENCE.COM INCLUDED STORAGE(GB)-5 2,160 0.00 0.00 0.00 YEAR CONTRACT 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 0.00 0.00 PAYMENT 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 2 468.00 468.00 936.00 85110 .EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Hardware 73202 AXON BODY 3-NA10 54 699.00 499.00 26,946.00 74210 AXON BODY 3-8 BAY DOCK 7 1,495.00 1,495.00 10,465.00 73253 5 Year Technology Assurance Plan Warranty AB3 54 0.00 0.00 0.00 Camera 73255 5 Year Technology Assurance Plan Warranty AB3 7 0.00 0.00 0.00 Dock 8 Bay 74210 AXON BODY 3-8 BAY DOCK 1 1,495.00 1,495.00 1,495.00 73255 5 Year Technology Assurance Plan Warranty AB3 1 0.00 0.00 0.00 Dock 8 Bay 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 54 0.00 0.00 0.00 74021 MAGNET MOUNT,THICK OUTERWEAR,AXON 54 0.00 0.00 0.00 RAPIDLOCK 11534 USB SYNC CABLE, FLEX 2 54 0.00 0.00 0.00 Other 73460 EVIDENCE.COM UNLIMITED PLUS DOCK TAP: 5 54 0.00 0.00 0.00 YEAR Q-224183-43728.875ML Protect Life. 1 Year 1 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other(Continued) 73461 Evidence.com Unlimited Plus License Annual 54 1,068.00 95.51 5,157.54 Payment 71019 NORTH AMERICA POWER CORD 7 0.00 0.00 0.00 71019 NORTH AMERICA POWER CORD 1 0.00 0.00 0.00 Subtotal 44,999.54 Estimated Shipping 0.00 Estimated Tax 0.00 Total 44,999.54 Spares • • • Item Description Quantity List Unit Net Unit Price Total (USD) Price Hardware 73202 AXON BODY 3-NA10 4 699.00 0.00 0.00 73253 5 Year Technology Assurance Plan Warranty AB3 4 0.00 0.00 0.00 Camera 74018 Z-BRACKET MOUNT, MENS, AXON RAPIDLOCK 4 0.00 0.00 0.00 MAGNET MOUNT, THICK OUTERWEAR,AXON 74021 4 0.00 0.00 0.00 RAPIDLOCK 11534 USB SYNC CABLE, FLEX 2 4 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 0.00 0.00 PAYMENT 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 54 1,068.00 1,311.12 70,800.48 Payment Subtotal 71,736.48 Estimated Tax 0.00 Total 71,736.48 Q-224183-43728.875 M L 2 Protect Life. Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 0.00 0.00 PAYMENT 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 54 1,068.00 1,311.12 70,800.48 Payment Subtotal 71,736.48 Estimated Tax 0.00 Total 71,736.48 Year 4 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 0.00 0.00 PAYMENT 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Other 73461 Evidence.com Unlimited Plus License Annual 54 1,068.00 1,311.12 70,800.48 Payment Subtotal 71,736.48 Estimated Tax 0.00 Total 71,736.48 Year 5 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 1 336.00 0.00 0.00 PAYMENT 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 2 468.00 468.00 936.00 85110 EVIDENCE.COM INCLUDED STORAGE 60 0.00 0.00 0.00 Q-224183-43728.875 M L 3 Protect Life. Year 5 (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Other 73461 Evidence.com Unlimited Plus License Annual 54 1,068.00 1,311.12 70,800.48 Payment Subtotal 71,736.48 Estimated Tax 0.00 Total 71,736.48 Grand Total 331,945.46 • Q-224183-43728.875M L 4 Protect Life. 4IAXON Discounts (USD) Quote Expiration:09/30/2019 List Amount 347,222.00 Discounts 15,276.54 Total 331,945.46 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 44,999.54 Spares 0.00 Year 2 71,736.48 Year 3 71,736.48 Year 4 71,736.48 Year 5 71,736.48 Grand Total 331,945.46 Q-224183-43728.875 M L 5 Protect Life. 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 behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Laura Egan at legan@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 buv.axon.com Quote:Q-224183-43728.875ML 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise,Inc.All rights reserved. Q-22418 3-43728.87 5 M L 6 Protect Life. Q-225142-437 3 5.497 L E Issued:09/27/2019 Axon Enterprise, Inc. y Quote Expiration: 09/30/2019 17800 N 85th St. Account Number:501875 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 • SALES REPRESENTATIVE Laura Egan SHIP TO BILL TO Phone: Natasha Diaz Miami Beach Building Department Email:legan@axon.com Miami Beach Building Department 1700 Convention Center Dr Fax: 1700 Convention Center Dr Miami Beach, FL 33139 PRIMARY CONTACT Miami Beach, FL 33139 US Natasha Diaz US Phone:(305)673-7610 Email:natashadiaz@miamibeachfl.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 43 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 1,290 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 4,300 0.75 0.00 0.00 Hardware 73202 AXON BODY 3-NA10 43 699.00 459.25 19,747.75 74210 AXON BODY 3-8 BAY DOCK 6 1,495.00 0.00 0.00 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 43 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 43 0.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 43 0.00 0.00 0.00 70033 WALL MOUNT BRACKET,ASSY, EVIDENCE.COM 6 42.00 42.00 252.00 DOCK Other 71019 NORTH AMERICA POWER CORD 6 0.00 0.00 0.00 Subtotal 19,999.75 Estimated Shipping 0.00 Estimated Tax 0.00 Total 19,999.75 Spares Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 73202 AXON BODY 3-NA10 2 699.00 0.001 0 00 Q-225142-43735.497LE 1 Protect Life. Spares(Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 11534 USB SYNC CABLE, FLEX 2 2 0.00 0.00 0.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 2 0.00 0.00 0.00 74018 Z-BRACKET MOUNT, MENS,AXON RAPIDLOCK 2 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Net Unit Price Total(USD) Price • Axon Plans&Packages 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 43 468.00 690.83 29,705.69 85110 EVIDENCE.COM INCLUDED STORAGE 1,290 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 4,300 0.75 0.75 3,225.00 Subtotal 32,930.69 Estimated Tax 0.00 Total 32,930.69 Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 43 468.00 690.83 29,705.69 85110 EVIDENCE.COM INCLUDED STORAGE 1,290 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 4,300 0.75 0.75 3,225.00 Subtotal 32,930.69 Estimated Tax 0.00 Total 32,930.69 Year 4 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 43 468.00 690.83 29,705.69 85110 EVIDENCE.COM INCLUDED STORAGE 1,290 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 4,300 0.75 0.75 3,225.00 Subtotal 32,930.69 Estimated Tax 0.00 Total 32,930.69 Q-225142-43735.497LE Protect Life. 2 Year 5 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 43 468.00 690.83 29,705.69 85110 EVIDENCE.COM INCLUDED STORAGE 1,290 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 4,300 0.75 0.75 3,225.00 Subtotal 32,930.69 Estimated Tax 0.00 Total 32,930.69 Grand Total 151,722.51 Q-225142-43735.497LE 3 Protect Life. AXON • Discounts (USD) Quote Expiration:09/30/2019 List Amount 157,422.00 Discounts 5,699.49 Total 151,722.51 "Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 19,999.75 Spares 0.00 Year 2 32,930.69 Year 3 32,930.69 Year 4 32,930.69 Year 5 ' 32,930.69 Grand Total 151,722.51 • Q-225142-43735.497LE 4 Protect Life. 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 behalf of an entity(including but not limited to the company,municipality,or government agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Laura Egan at legan@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 buv.axon.com Quote:Q-225142-43735.497LE 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise,Inc.All rights reserved. • Q-225142-43735.497 LE 5 Protect Life. Q-225148-43728.875M L all\ Issued:09/20/2019 44 Axon Enterprise, InC. ♦ Quote Expiration: 09/30/2019 17800 N 85th St. Account Number:501872 Scottsdale,Arizona 85255 Payment Terms:Net 30 United States Delivery Method: Fedex-Ground Phone:(800)978-2737 SALES REPRESENTATIVE Laura Egan SHIP TO BILL TO Phone: Jeremy Bloomfield Miami Beach Fire Department Email:legan@axon.com Miami Beach Fire Department 2300 Pine Tree Dr Fax: 2300 Pine Tree Dr Miami Beach, FL 33140 PRIMARY CONTACT Miami Beach, FL 33140 US Jeremy Bloomfield US Phone:(305)673-7130 • Email:jeremybloomfield@miamibeachfl.gov Year 1 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 80022 PRO EVIDENCE.COM LICENSE:YEAR 1 PAYMENT 15 468.00 0.00 0.00 85110 EVIDENCE.COM INCLUDED STORAGE 450 0.00 0.00 0.00 85035 EVIDENCE.COM STORAGE 1,500 0.75 0.75 1,125.00 Hardware 73202 AXON BODY 3-NA10 15 699.00 599.00 8,985.00 74210 AXON BODY 3-8 BAY DOCK 3 1,495.00 243.00 729.00 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 15 0.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 15 0.00 0.00 0.00 11509 BELT CLIP, RAPIDLOCK 15 0.00 0.00 0.00 Other 71019 NORTH AMERICA POWER CORD 3 0.00 0.00 0.00 Subtotal 10,839.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 10,839.00 Spares Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware 73202 AXON BODY 3-NA10 1 699.00 0.00 0.00 11509 BELT CLIP, RAPIDLOCK 1 0.00 0.00 0.00 11534 USB SYNC CABLE, FLEX 2 1 0.00 0.00 0.00 Q-225148-43728.875ML L 1 Protect Life. Spares (Continued) Item Description Quantity List Unit Net Unit Price Total(USD) Price Hardware(Continued) 74020 MAGNET MOUNT, FLEXIBLE,AXON RAPIDLOCK 1 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85035 EVIDENCE.COM STORAGE 1,500 0.75 0.75 1,125.00 85110 EVIDENCE.COM INCLUDED STORAGE 450 0.00 0.00 0.00 80023 PRO EVIDENCE.COM LICENSE:YEAR 2 PAYMENT 15 468.00 647.60 9,714.00 Subtotal 10,839.00 Estimated Tax 0.00 Total 10,839.00 Year 3 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85035 EVIDENCE.COM STORAGE 1,500 0.75 0.75 1,125.00 85110 EVIDENCE.COM INCLUDED STORAGE 450 0.00 0.00 0.00 80024 PRO EVIDENCE.COM LICENSE:YEAR 3 PAYMENT 15 468.00 647.60 9,714.00 Subtotal 10,839.00 Estimated Tax 0.00 Total 10,839.00 Year 4 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85035 EVIDENCE.COM STORAGE 1,500 0.75 0.75 1,125.00 85110 EVIDENCE.COM INCLUDED STORAGE 450 0.00 0.00 0.00 80025 PRO EVIDENCE.COM LICENSE:YEAR 4 PAYMENT 15 468.00 647.60 9,714.00 Subtotal 10,839.00 Estimated Tax 0.00 Total 10,839.00 Q-225148-43728.875 M L 2 Protect Life. Year 5 Item Description Quantity List Unit Net Unit Price Total(USD) Price Axon Plans&Packages 85035 EVIDENCE.COM STORAGE 1,500 0.75 0.75 1,125.00 85110 EVIDENCE.COM INCLUDED STORAGE 450 0.00 0.00 0.00 80026 PRO EVIDENCE.COM LICENSE:YEAR 5 PAYMENT 15 468.00 647.60 9,714.00 Subtotal 10,839.00 Estimated Tax 0.00 Total 10,839.00 Grand Total 54,195.00 • Q-225148-43728.875 M L 3 Protect Life. AIAXON Discounts (USD) Quote Expiration:09/30/2019 List Amount 56,394.00 Discounts 2,199.00 Total 54,195.00 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 10,839.00 Spares 0.00 Year 2 10,839.00 Year 3 10,839.00 Year 4 10,839.00 Year 5 10,839.00 Grand Total 54,195.00 Q-225148-43728.875ML 4 Protect Life. 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 behalf of an entity(including but not limited to the company,municipality,or govemment agency for whom you work),you represent to Axon that you have legal authority to bind that entity. If you do not have this authority,please do not sign this Quote. Signature: Date: Name(Print): Title: PO# (Or write N/A): Please sign and email to Laura Egan at legan@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 buv.axon.com Quote:Q-225148-43728.875ML 'Protect Life'©and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.©2013 Axon Enterprise,Inc.All rights reserved. Q-225148-43728.875 M L 5 Protect Life.