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HomeMy WebLinkAbout2023-143-E-Sheriff Office-Axon Enterprises-Drines licenses maintenanceRevised 06/21 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Axon Enterprises, Inc. Party/Vendor Contact Person: Kenan Yarboro Contact Phone: 1.800.978.2737 Party/Vendor Address: 17800 N 85th St City Scottsdale State: AZ Zip: 85255 Department: Sheriff’s Office Amount: $116,504.84 (year 1- $91,865.21, year 2- $12,319.81; year 3- $12,319.82) Purpose: Drones, licenses, maintenance Budget Code(s): 31710030/800000 Vendor # 56679 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date April 1, 2023 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No This agreement is approved as to technical form and content and I as Department Director affirmatively state wo rk on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmatio n. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Sheriff’s Attorney ___________________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 3/30/2023 3/30/2023 3/31/2023 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this ______ day of ______ 2023, (“Effective Date”) by and between Orange County Sheriff Charles S. Blackwood (“Sheriff”) and Axon Enterprise, Inc., a Delaware corporation (hereinafter, the “Provider”). WITNESSETH: That the Sheriff and the Provider, for the consideration named herein, do hereby agree as follows: 1.Services a.Scope of Work. i.This Agreement is for services to be rendered by Provider to the Sheriff with respect to: drones, licenses, and maintenance support. ii.By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional, and timely manner. iii.Time is of the essence with respect to this Agreement. iv.The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2.Responsibilities of the Provider a.Services to be provided. The Provider shall provide the Sheriff with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the professional standards. b.Standard of Care. i.The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the generally accepted industry standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state, and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy, and timely completion and submission of all work related to the Basic Services. ii.To the extent of its ability, Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the Sheriff. iii.The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 1st April written permission of the Sheriff. No permission for subcontracting shall create, between the Sheriff and the subcontractor, any contract or any other relationship. iv.Provider is an independent contractor of the Sheriff. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the Sheriff, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v.If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials, Provider represents that it or its employees, agents, and subcontractors engaged in such activities possess such licenses, certifications, or credentials, and that such licenses, certifications, or credentials are current, active, and not in a state of suspension or revocation. vi.In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii.Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the Sheriff in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the Sheriff may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3.Basic Services a.Basic Services. The Services to be rendered pursuant to this Agreement are as follows: four (4) Axon Air, Skydio X2E Starter Kit (5GHz, color/thermal), Program Management for Skydio Drones, Skydio Connect License, Skydio Autonomy Enterprise for X2E, Skydio Autonomy Enterprise X2E Maintenance Support and as detailed in Attachment A, entitled Quote-446041-44977.871SF issued February 20, 2023, attached hereto and incorporated by reference. 4.Duration of Services a.Term. The term of this Agreement shall be from April 1, 2023 to March 31, 2026. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 b.Scheduling of Services. i.The Provider shall schedule and perform its activities in a timely manner. ii.Should the Sheriff determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the Sheriff. iii.The Commencement Date for the Provider’s Basic Services shall be April 1, 2023. 5.Compensation a.Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the Sheriff for all services satisfactorily (as determined by the Sheriff) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed one-hundred-sixteen-thousand- five-hundred-four dollars and 84 cents ($116,504.84). Payment shall be made in three- installments during the term of this agreement and within thirty (30) days of an invoice properly submitted to the Sheriff. As set out in Exhibit A, the following amounts will be invoiced in the indicated month and year: $91,865.21 in March 2023; $12,319.81 in March 2024; and $12, 319.82 in March 2025. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing the Sheriff. Payment shall be subject to provisions of Section 5(b). b.Disputes. In the event the amount stated on an invoice is disputed by the Sheriff, the Sheriff may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. c.Additional Services. The Sheriff shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless the Sheriff requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6.Responsibilities of the Sheriff a.Cooperation and Coordination. The Sheriff has designated Kevin Jones to act as the Sheriff’s representative with respect to the Project who shall have the authority to render decisions as authorized by the Sheriff and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7.Insurance a.General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Sheriff. 8.Indemnity a.Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless the Sheriff from all third- party losses, liabilities, claims, demands, suits, costs, direct damages or expenses (including reasonable attorney’s fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or misconduct under the performance of this Contract of the Provider except to the extent same are caused by the negligence or willful misconduct of the Sheriff. It is the intent of this provision to require the Provider to indemnify the Sheriff to the fullest extent permitted under North Carolina law. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 9.Amendments to the Agreement a.Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the Sheriff and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Sheriff. 10.Termination a.Termination for Convenience of the Sheriff. This Agreement may be terminated without cause by the Sheriff and for his convenience upon thirty (30) days’ prior written notice to the Provider. b.Other Termination. Either Party may terminate this Agreement based upon the other Party’s material breach of this Agreement; and shall provide to the Party in breach thirty (30)days’ prior written notice to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating Party has taken all reasonable steps to complete the performance of its obligations. c.Compensation After Termination. i.In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Sheriff due to errors or omissions of the Provider. Upon request of the Sheriff, the Provider shall submit to the Sheriff all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii.Should this Agreement be terminated, the Provider shall deliver to the Sheriff within ninety (90) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 d.Waiver. The payment of any sums by the Sheriff under this Agreement or the failure of the Sheriff to require compliance by the Sheriff with any provisions of this Agreement or the waiver by the Sheriff of any breach of this Agreement shall not constitute a waiver of any claim for damages by the Sheriff for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e.Suspension. The Sheriff may suspend the Basic Services and this Agreement at any time for the Sheriff’s convenience and without penalty to Sheriff upon ten (10) days’ notice to Provider. Upon any suspension by the Sheriff, Provider shall discontinue work on the Basic Services until notified to proceed by the Sheriff. 11.Additional Provisions a.Limitation and Assignment. The Sheriff and the Provider each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the Sheriff nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b.Governing Law. This Agreement and the duties, responsibilities, obligations, and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement, Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement, Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c.Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement, and the Sheriff may immediately terminate this Agreement without further obligation on the part of the Sheriff. d.Dispute Resolution. Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party; however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e.Entire Agreement. This Agreement, along with the Exhibits referenced herein and incorporated by reference, represents the entire and integrated agreement between the Sheriff and the Provider and supersedes all prior negotiations, representation, or agreements, either written or oral. This Agreement may be amended only by written DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 instrument signed by both parties. Modifications may be evidence by facsimile signatures. Exhibit A Quote-446041-44977.871SF issued February 20, 2023 Exhibit B Axon Master Services and Purchasing Agreement Exhibit C Axon Cloud Services Terms of Use Appendix Exhibit D Axon Customer Experience Improvement Program Appendix f.Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of the Agreement shall be valid and binding upon the Parties. g.Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items, or things that are specific to this Project, such documents, items, or things shall become the property of the Sheriff and may be used on any other project without additional compensation to the Provider. The use of the documents, items, or things by the Sheriff or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the Sheriff. h.Non-Appropriation. Provider acknowledges that the Sheriff’s Office is an Office of county government, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate and subject to appropriations made by the Orange County Board of Commissioners. In the event that public funds are unavailable or not appropriated for the performance of the Sheriff’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to the Sheriff upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that the Sheriff shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. i.Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signature and the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. j.Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Sheriff Provider Sheriff Charles S. Blackwood Robert E. Driscoll, Jr., VP Orange County Sheriff Assoc. General Counsel Orange County Sheriff’s Office Axon Enterprise, Inc. 106 E. Margaret Lane 17800 N 85th St Hillsborough, NC 27278 Scottsdale, Arizona 85255 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first written above. ORANGE COUNTY SHERIFF PROVIDER By: _______________________ By: ____________________ Sheriff Charles S. Blackwood Robert E. Driscoll, Jr., VP Orange County Sheriff Assoc. General Counsel Orange County Sheriff’s Office Axon Enterprise, Inc. 106 E. Margaret Lane 17800 N 85th St Hillsborough, NC 27278 Scottsdale, Arizona 85255 This agreement is approved as to legal form and sufficiency: ______________________________________ ___________________ Jennifer Galassi, Legal Advisor to the Sheriff Date DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 3/30/2023 Page 1 Q-446041-44986.068SF Q-446041-44986.068SF Issued: 02/28/2023 Quote Expiration: 03/15/2023 Estimated Contract Start Date: 04/01/2023 Account Number: 152725 Payment Terms: N30 Delivery Method: SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT Delivery-106 E Margaret Ln Orange County Sheriff's Office - NC Kenan Yarboro Tyler Head 106 E Margaret Ln PO Box 8181 Phone: Phone: (919) 644-3050 Hillsborough, NC 27278-2565 Hillsborough, NC 27278-8181 Email: kyarboro@axon.com Email: thead@orangecountync.gov USA USA Fax: Fax: Email: Quote Summary Discount Summary Program Length 36 Months Average Savings Per Year $0.00 TOTAL COST $109,576.32 ESTIMATED TOTAL W/ TAX $116,504.84 TOTAL SAVINGS $0.00 Payment Summary Date Subtotal Tax Total Mar 2023 $86,655.73 $5,209.48 $91,865.21 Mar 2024 $11,460.29 $859.52 $12,319.81 Mar 2025 $11,460.30 $859.52 $12,319.82 Total $109,576.32 $6,928.52 $116,504.84 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 Exhibit ADocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Page 2 Q-446041-44986.068SF Quote Unbundled Price:$109,576.32 Quote List Price:$109,576.32 Quote Subtotal:$109,576.32 Pricing All deliverables are detailed in Delivery Schedules section lower in proposal Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total A la Carte Hardware 12221 AXON AIR, SKYDIO X2E STARTER KIT (5GHz, COLOR/THERMAL)4 $14,499.00 $14,499.00 $57,996.00 $4,349.70 $62,345.70 A la Carte Software 100551 AXON AIR, PROGRAM MANAGEMENT FOR SKYDIO DRONES 4 36 $0.00 $0.00 $0.00 $0.00 $0.00 12234 AXON AIR, AXON AIR + MS & LIVESTREAM 4 36 $166.58 $166.58 $23,987.52 $1,799.07 $25,786.59 100651 AXON AIR, SKYDIO AUTONOMY ENTERPRISE FOR X2E (PERPETUAL)4 $4,299.00 $4,299.00 $17,196.00 $0.00 $17,196.00 100659 AXON AIR,SKYDIO AUTONOMYENTERPRISE X2E MAINTENANCESUPPORT3YR 4 36 $72.20 $72.20 $10,396.80 $779.75 $11,176.55 Total $109,576.32 $6,928.52 $116,504.84 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Page 3 Q-446041-44986.068SF Delivery Schedule Hardware Bundle Item Description QTY Estimated Delivery Date A la Carte 12221 AXON AIR, SKYDIO X2E STARTER KIT (5GHz, COLOR/THERMAL)4 03/01/2023 Software Bundle Item Description QTY Estimated Start Date Estimated End Date A la Carte 100551 AXON AIR, PROGRAM MANAGEMENT FOR SKYDIO DRONES 4 04/01/2023 03/31/2026 A la Carte 100651 AXON AIR, SKYDIO AUTONOMY ENTERPRISE FOR X2E (PERPETUAL)4 04/01/2023 03/31/2026 A la Carte 100659 AXON AIR,SKYDIO AUTONOMYENTERPRISE X2E MAINTENANCESUPPORT3YR 4 04/01/2023 03/31/2026 A la Carte 12234 AXON AIR, AXON AIR + MS & LIVESTREAM 4 04/01/2023 03/31/2026 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Page 4 Q-446041-44986.068SF Payment Details Mar 2023 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 100551 AXON AIR, PROGRAM MANAGEMENT FOR SKYDIO DRONES 4 $0.00 $0.00 $0.00 Year 1 100651 AXON AIR, SKYDIO AUTONOMY ENTERPRISE FOR X2E (PERPETUAL)4 $17,196.00 $0.00 $17,196.00 Year 1 100659 AXON AIR,SKYDIO AUTONOMYENTERPRISE X2E MAINTENANCESUPPORT3YR 4 $3,466.29 $259.97 $3,726.26 Year 1 12221 AXON AIR, SKYDIO X2E STARTER KIT (5GHz, COLOR/THERMAL)4 $57,996.00 $4,349.70 $62,345.70 Year 1 12234 AXON AIR, AXON AIR + MS & LIVESTREAM 4 $7,997.44 $599.81 $8,597.25 Total $86,655.73 $5,209.48 $91,865.21 Mar 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 100551 AXON AIR, PROGRAM MANAGEMENT FOR SKYDIO DRONES 4 $0.00 $0.00 $0.00 Year 2 100659 AXON AIR,SKYDIO AUTONOMYENTERPRISE X2E MAINTENANCESUPPORT3YR 4 $3,465.25 $259.89 $3,725.14 Year 2 12234 AXON AIR, AXON AIR + MS & LIVESTREAM 4 $7,995.04 $599.63 $8,594.67 Total $11,460.29 $859.52 $12,319.81 Mar 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 100551 AXON AIR, PROGRAM MANAGEMENT FOR SKYDIO DRONES 4 $0.00 $0.00 $0.00 Year 3 100659 AXON AIR,SKYDIO AUTONOMYENTERPRISE X2E MAINTENANCESUPPORT3YR 4 $3,465.26 $259.89 $3,725.15 Year 3 12234 AXON AIR, AXON AIR + MS & LIVESTREAM 4 $7,995.04 $599.63 $8,594.67 Total $11,460.30 $859.52 $12,319.82 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Page 5 Q-446041-44986.068SF Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. Contract Sourcewell Contract #092722 is incorporated by reference into the terms and conditions of this Agreement. In the event of conflict the terms of Axon's Master Services and Purchasing Agreement shall govern. Standard Terms and Conditions Axon Enterprise Inc. Sales Terms and Conditions Axon Master Services and Purchasing Agreement: This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. ACEIP: The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Page 6 Q-446041-44986.068SF \s1\\d1\ Signature Date Signed 2/28/2023 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 3/30/2023 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 1 of 9 This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”), and the agency listed below or, if no agency is listed below, the agency on the Quote attached hereto (“Agency”). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows: 1. Definitions. 1.1. “Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. 1.2. “Axon Device” means all hardware provided by Axon under this Agreement. 1.3. “Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. 1.4. “Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated (“Term”). 2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote (“Subscription Term”). 2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years (“Renewal Term”). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then- current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3. Payment. Axon invoices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Payment obligations are non-cancelable. Unless otherwise prohibited by law, Agency will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees. 4. Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7. Warranty. 7.1. Limited Warranty; Disclaimer. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm and Axon - manufactured accessories, which Axon warrants for 30 months and 90 days, respectively, from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. All software and Axon Cloud Services, are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices, software, and services that are not manufactured, published or performed by Axon (“Third-Party Products”) are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer. Exhibit BDocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 2 of 9 7.2. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon -manufactured Device with the same or like Axon- manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new. Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon Manufactured Device or (b) 90-days from the date of repair or replacement. 7.2.1. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Agency must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service. 7.3. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote (“Spare Axon Devices”). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number. Axon’s warranty will be void if Agency resells Axon Devices. 7.4.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2. Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 7.5. Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions. 7.6. Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Agency and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms-and- conditions, if any. 7.7. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly waives and releases any and all claims, now known or hereafter known, against Axon, and its officers, directors, employees, agents, contractors, affiliates, successors, and ass igns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of Axon or any Releasees or otherwise. Agency agrees not to make or bring any such claim against Axon or any other Releasee, and forever release and discharge Axon and all other Releasees from liability under such claims. Agency expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Agency. 8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 3 of 9 10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency’s election not to utilize any portion of an Axon bundle. 12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 14. IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 15. Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices; (d) to ensure Axon Devices are destroyed and disposed of securely and sustainably at Agency’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices. 16. Termination. 16.1. For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 16.2. By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 16.3. Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 17. Confidentiality. “Confidential Information” means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5 years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Agency receives a public records request to disclose Axon Confidential Information, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 18. General. 18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control. 18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 4 of 9 18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 18.5. Export Compliance. Each Party will comply with all import and export control laws and regulations. 18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 18.10. Governing Law . The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 18.11. Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Agency shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc., Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to legal@axon.com. 18.12 Entire Agreement. This Agreement, including the Appendices and any SOW (s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature. AXON: AGENCY: Axon Enterprise, Inc. ___________________________ Signature: Signature: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 5 of 9 Axon Cloud Services Terms of Use Appendix 1. Definitions. 1.1. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. 1.2. “Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. 1.3. “Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non- Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 1.4. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2. Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non-TASER Data to Axon Evidence Lite. 3. Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon’s business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4. Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5. Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. 5.1. Agency will also maintain the security of end usernames and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen. 5.2. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6. Privacy. Agency’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Agency agrees to allow Axon access to Non-Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. Exhibit CDocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 6 of 9 7. Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency’s Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will be sent to Skyhook Holdings, Inc. (“Skyhook”) to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8. Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon’s Evidence.com user license; (ii) is limited to data of the law enforcement agency that purchased the Third- Party Unlimited Storage and the Axon’s Evidence.com end user or Agency is prohibited from storing data for other law enforcement agencies; and (iii) Agency may only upload and store data that is directly related to: (1) the investigation of, or the prosecution of a crime; (2) common law enforcement activities; or (3) any Agency Content created by Axon Devices or Evidence.com. 9. Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10. Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. Service Offerings will be subject to the Axon Cloud Services Service Level Agreement, a current version of which is available at https://www.axon.com/products/axon-evidence/sla. 12. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency’s Axon Records Subscription Term, if any, Agency will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis. 12.1. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon completion of the OSP 7 Term (“Axon Records Subscription”) 12.2. An “Update” is a generally available release of Axon Records that Axon makes available from time to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. 12.3. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 12.4. Users of Axon Records at the agency may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Agency exceed an average rate of 100 GB per user per year of uploaded files. Axon will not bill for overages. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 7 of 9 13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 13.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or 13.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 14. After Termination. Axon will not delete Agency Content for 90 days following termination. There will be no functionality of Axon Cloud Services during these 90 days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15. Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16. U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 17. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Privacy, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 8 of 9 Axon Customer Experience Improvement Program Appendix 1. Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, “ACEIP Purposes”). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 2. ACEIP Tier 1. 2.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, “ACEIP Content”). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Agency Content so that the extracted ACEIP Content is no longer r easonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual (“Privacy Preserving Technique(s)”). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agen cy Content for ACEIP Purposes. Within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Agency Content or ACEIP Content (“Use Case”). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) (“New Use Case”). 2.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency’s request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be c apable of being associated with, or could reasonably be linked directly or indirectly to Agency. 3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon’s services, Agency may 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to di rectly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadat a of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be e xtracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Exhibit DDocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Master Services and Purchasing Agreement for Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 15.0 Release Date: 8/31/2022 Page 9 of 9 choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de-identified data. ☐ Check this box if Agency wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Agency into ACEIP Tier 2 until Axon and Agency agree to terms in writing providing for such participation in ACEIP Tier 2. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320716041333243011007704011756234754077664351724545720774265151227613007724275512274570077727252025773110777777707000707007 6666666606060600062606466204446200622200406206200206222004242240220062200242620400220622222404224202206222024040042020062202240400622020622202604222042206200046022640240066646062240664440666666606000606006Certificate No : 570097558256 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/27/2023 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Insurance Services West, Inc. Phoenix AZ Office 2555 East Camelback Rd. Suite 700 Phoenix AZ 85016 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 8662837122 INSURED 15580Scottsdale Indemnity CompanyINSURER A: 37478Hartford Ins Co of the MidwestINSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Axon Enterprise, Inc. 17800 N. 85th Street Scottsdale AZ 85255 USA COVERAGES CERTIFICATE NUMBER:570097558256 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $50,000 $1,000,000 $2,000,000 Excluded $1,000,000Per Occ SIR see Prod Liab info att'd A 03/01/2022 08/01/2023 SIR applies per policy terms & conditions NGO0000097 PRO- JECT OTHER:Xcl Prod/Comp Ops AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- PER STATUTEB09/27/2022 09/27/2023 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 59WEAC0S6D DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, its officers, official agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability policy. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County Attn: Risk Management 200 South Cameron Street PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Products Liability Schedule AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: Aon Risk Insurance Services West, Inc. 570000007117 570097558256 570097558256 Page _ of _ Axon Enterprise, Inc. Products/Completed Operations Coverage 2/1/2022 - 8/1/2023: Policy #034064091 Lexington Insurance Company Claims Made Coverage Form - Products Liability $10,000,000 Each Occurrence Limit $10,000,000 Products/Completed Operations Aggregate Limit $ 5,000,000 Per Claim Self Insured Retention Policy #034064092 Lexington Insurance Company Occurrence Coverage Form - Products Liability $10,000,000 Each Occurrence Limit $10,000,000 Products/Completed Operations Aggregate Limit $ 5,000,000 Per Occurrence Self Insured Retention ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Any person or organization whom you are required by contract to name as additional insured is an ''insured'' for LIABILITY COVERAGE but only to the extent that person or organizat ion qualifies as an ''insured'' under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. B. For any person or organization for whom you are required by contract to provide a waiver of subrogation, the Loss Condition - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable. Form HA 99 13 01 87 Printed in U.S.A. EFFECTIVE DATE 9/30/2022 TO 9/30/2023 POLICY NUMBER 59UENFN6060 DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 NOTI0558CW (6-15) THIRTY (30) DAY NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS Subject to the following condition, thirty (30) days notice of cancellation, except as respects non-payment of premium for which ten (10) days will apply, will be given to Certificate holders on file with us. As a condition of this duty, you will provide a complete list of Certificate holders including name(s) and physical addresses to us that require the notice of cancellation. Failure to provide us with a complete list of Certificate holders nullifies our duties of the paragraph above. Insured Copy Policy No. 12:01 A.M., Standard Time Named Insured Agent No. NGI0000057 Effective Date: 03-01-22 29602 AXON ENTERPRISE INC DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Insured Copy ENDORSEMENT NO.Scottsdale Indemnity Company Attached to and forming a part of Policy No. Named Insured NGI0000057 Endorsement Effective Date 03-01-22 12:01 A.M., Standard Time Agent No. 29602 AXON ENTERPRISE INC Includes copyrighted material of ISO Properties, Inc., with its permission. Copyright, ISO Properties, Inc., 2004 GLI-150s (7-06) Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to this endorsement, SECTION II------WHO IS AN INSURED is amended to include as an additional in- sured any person or organization whom you are required to add as an additional insured on this policy under a writ- ten contract, written agreement or written permit which must be: a. Currently in effect or becoming effective dur- ing the term of the policy; and b. Executed prior to the "bodily injury," "property damage," or "personal and advertising injury." The insurance provided to these additional insureds is limited as follows: 1. That person or organization is an additional in- sured only with respect to liability for "bodily in- jury," "property damage" or "personal and advertising injury" caused, in whole or in part, by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf. A person’s or organization’s status as an addi- tional insured under this endorsement ends when your operations for that additional insured are completed. 2. With respect to the insurance afforded to these additional insureds, the following exclusions are added to item 2. Exclusions of SECTION I------ COVERAGES: This insurance does not apply to "bodily injury," "property damage" or "personal and advertising in- jury" occurring after: a. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, mainte- nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca- tion of the covered operations has been com- pleted; or b. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontrac- tor engaged in performing operations for a principal as a part of the same project. 3. The limits of insurance applicable to the additional insured are those specified in the written contract, written agreement or written permit or in the Dec- larations for this policy, whichever is less. These limits of insurance are inclusive of, and not in ad- dition to, the Limits of Insurance shown in the Declarations for this policy. 4. Coverage is not provided for "bodily injury," "property damage," or "personal and advertising injury" arising out of the sole negligence of the additional insured. 5. The insurance provided to the additional insured does not apply to "bodily injury," "property dam- age," or "personal and advertising injury" arising out of an architect’s, engineer’s or surveyor’s ren- dering of or failure to render any professional services including: DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Insured Copy Includes copyrighted material of ISO Properties, Inc., with its permission. Copyright, ISO Properties, Inc., 2004 GLI-150s (7-06) Page 2 of 2 a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and b. Supervisory, inspection, architectural or engi- neering activities. 6. Any coverage provided hereunder will be excess over any other valid and collectible insurance available to the additional insured whether pri- mary, excess, contingent or on any other basis unless a written contract specifically requires that this insurance be primary. When this insurance is excess, we will have no duty under SECTION I------COVERAGES to defend the additional insured against any "suit" if any other insurer has a duty to defend the additional insured against that "suit." If no other insurer de- fends, we will undertake to do so, but we will be entitled to the additional insured’s rights against all those other insurers. AUTHORIZED REPRESENTATIVE DATE DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: NGI0000057 COMMERCIAL GENERAL LIABILITY CG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION WHOM YOU ARE REQUIRED TO ADD AS AN ADDITIONAL INSURED UNDER WRITTEN CONTRACT, WRITTEN AGREEMENT OR WRITTEN PERMIT CURRENTLY IN EFFECT OR BECOMING EFFECTIVE DURING THE TERM OF THE POLICY AND EXECUTED PRIOR TO THE "BODILY INJURY" OR "PROPERTY DAMAGE." Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. This endorsement modifies insurance provided under the following: Insured Copy DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Named Insured Attached to and forming a part of Policy No. NGI0000057 Endorsement Effective Date 03-01-22 12:01 A.M., Standard Time COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 AXON ENTERPRISE INC DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 09/27/22 Policy Expiration Date: 09/27/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Endorsement Number:Policy Number: 59 WE AC0S6D Effective Date: 09/27/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:AXON ENTERPRISE, INC. 17800 N 85TH ST SCOTTSDALE AZ 85255 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form WC 99 03 94 Printed in U.S.A. Process Date: 09/27/22 Policy Expiration Date: 09/27/23 © 2011, The Hartford NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Endorsement Number:Policy Number: 59 WE AC0S6D Effective Date: 09/27/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:AXON ENTERPRISE, INC. 17800 N 85TH ST SCOTTSDALE AZ 85255 This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy’s term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. DocuSign Envelope ID: DA47C37B-FA5A-4444-8A7D-12618DBC4087DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Certificate Of Completion Envelope Id: DA47C37BFA5A44448A7D12618DBC4087 Status: Completed Subject: Complete with DocuSign: Services contract_Axon_with attachments- clean version 03.21.23[79].pdf Source Envelope: Document Pages: 32 Signatures: 1 Envelope Originator: Certificate Pages: 5 Initials: 0 Estelle Defranchi AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-07:00) Arizona 17800 N 85th St Scottsdale, AZ 85255 edefranchi@axon.com IP Address: 173.52.50.96 Record Tracking Status: Original 3/28/2023 2:09:19 PM Holder: Estelle Defranchi edefranchi@axon.com Location: DocuSign Signer Events Signature Timestamp Robert E. Driscoll, Jr. bobby@axon.com VP, Assoc. General Counsel Axon Enterprise, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 174.26.7.220 Signed using mobile Sent: 3/28/2023 2:12:01 PM Viewed: 3/28/2023 2:12:17 PM Signed: 3/28/2023 2:12:21 PM Electronic Record and Signature Disclosure: Accepted: 10/2/2018 11:27:43 AM ID: 6943ea04-c138-4194-a96a-e670aa85f248 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sean Farren sfarren@axon.com Security Level: Email, Account Authentication (None) Sent: 3/28/2023 2:12:01 PM Electronic Record and Signature Disclosure: Accepted: 3/14/2023 2:46:38 PM ID: df06689c-2af2-46d0-9970-4b29af9f03b5 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/28/2023 2:12:01 PM Certified Delivered Security Checked 3/28/2023 2:12:17 PM Signing Complete Security Checked 3/28/2023 2:12:21 PM Completed Security Checked 3/28/2023 2:12:21 PM DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Axon Enterprises, Inc.-HR (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 9/6/2018 2:50:05 PM Parties agreed to: Robert E. Driscoll, Jr., Sean Farren DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Axon Enterprises, Inc.-HR: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: cnelson@axon.com To advise Axon Enterprises, Inc.-HR of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at cnelson@axon.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from Axon Enterprises, Inc.-HR To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to cnelson@axon.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Axon Enterprises, Inc.-HR To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to cnelson@axon.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify Axon Enterprises, Inc.-HR as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by Axon Enterprises, Inc.-HR during the course of your relationship with Axon Enterprises, Inc.-HR. DocuSign Envelope ID: EA3A4513-107E-4EC0-B675-488511B75C20