HomeMy WebLinkAboutResolution - 2023-R0566 - Contract 17415, With Axon Enterprise, Inc - 11/14/2023Resolution No. 2023-R0566
Item No. 7.18
November 14, 2023
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and
on behalf of the City of Lubbock, Contract No. 17415, as per RFP 23-17415-KM, for the
purchase, installation, and training of specialized camera systems for the Lubbock Police
Department, by and between the City of Lubbock and Axon Enterprise, Inc., and all related
documents. Said Contract is attached hereto and incorporated in this resolution as if fully set
forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on November 14, 2023
TRAY PA , MAYOR
ATTEST:
Courtney Paz, City Secreta
APPROVED AS TO CONTENT:
Greg Rushin, I erim Chief of Police
APPROVED AS TO FORM:
�
Ry Bro ke, enior Assistant City Attorney
R�S.Contract No. 17415, Axon Enterprise, Inc.
10.25.23
Resolution No. 2023-R0566
Contract 17415
City of Lubbock
Purchase, Installation and Training of Specialized Camera Systems for the Lubbock Police
Department
Agreement
This Service Agreement (this "Agreement") is entered into as of the 14thday of November 2023
("Effective Date") by and between Axon Enterprise, Inc. (the Contractor), and the City of Lubbock (the
«City").
RECITALS
WHEREAS, the City has issued a Request for Proposals RFP 23-17415-KM Purchase, Installation
and Training of Specialized Camera Systems for the Lubbock Police Department and
WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best
meets the needs of the City for this service; and
WHEREAS, Contractor desires to perform as an independent contractor to provide Purchase,
Installation and Training of Specialized Camera Systems for the Lubbock Police Department, upon terms
and conditions maintained in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and
Contractor agree as follows:
City and Contractor acknowledge the Agreement consists of the following exhibits which are
attached hereto and incorporated herein by reference, listed in their order of priority in the event of
inconsistent or contradictory provisions:
1. This Agreement
2. Exhibit A— General Requirements
3. Exhibit B— Best and Final Offer - Contractor's Quote: Q-471408-45233.880DT and
Q-521409-45215.612DT
4. Exhibit C— Insurance Requirement
5. Exhibit D— Contractor's Master Services and Purchasing Agreement
Scope of Work
Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with
all the applicable requirements set forth in Exhibits B, C, and D attached hereto.
Article 1
1.1 The contract shall be for a term of five years. This Contract will renew automatically for the
additional terms, unless either Party gives 90-day written notice to terminate the Contract.
1.2 All stated annual quantities are outlined in the bid during the time period to be covered by pricing
established by this bid.
1.3 The Contractor must maintain the insurance coverage required during the term of this contract
including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is
on file with the Purchasing and Contract Management Department as reyuired by contract or contract
may be terminated for non-compliance.
1.4 A) Prices quoted shall be guaranteed for a period for six (6) months upon City approval. The rate
may be adjusted at the City's discretion for the effective change in Consumer Price Index (CPI) or
Product Price Index (PPI) as appropriate.
B) Further, if the Contractor can provide documentation for actual charges for material, labor, etc.
that demonstrates that the change in CPI or PPI is not sufficient, the Contractor shall provide such
documentation to the City, and at the City's sole discretion, the contractual rate may be further
adjusted. If agreement regarding a new rate cannot be reached, the City shall terminate at the end of
the current contract period.
C) If an adjustment to pricing is granted under this section, the Contractor must provide the Director
of Purchasing and Contract Management written, quarterly documentation to justify the ongoing
adjustment. If no such documentation is timely received, the rate will automatically revert to the
initial, awarded rate.
1.5 This contract shall remain in effect until the first of the following occurs: (l ) the expiration date, (2)
performance of services ordered, or (3) termination of by either party with a 30 day written notice.
The City of Lubbock reserves the right to award the canceled contract to the next lowest and best
bidder as it deems to be in the best interest of the city.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in
accordance with the laws of said State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action related or pertaining to this
Agreement shall lie in, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between the City and
Contractor and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modifcation of the terms of
this Agreement shall be binding upon the parties unless reduced to writing and signed by
both parties.
2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original.
2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining
provisions of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict performance of any provision hereof shall not
constitute a waiver of any subsequent breach or of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may be assigned by Contractor or the
City to any successor only on the written approval of the other party.
2.8 All claims, disputes, and other matters in question between the Parties arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the Parties for resolution. In the event that the Parties are unable to resolve the
claims, disputes, or other matters in question within 30 days of written notification from the
aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies
available at law or in equity.
2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit
representative of the City or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books relevant to all services provided to
the City under this Contract. In the event such an audit by the City reveals any errors or
overpayments by the City, Contractor shall refund the City the full amount of such
overpayments within 30 days of such audit findings, or the City, at its option, reserves the
right to deduct such amounts owing the City from any payments due Contractor.
2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or
otherwise, including without limitation, the right to seek any and all forms of relief in a court
of competent jurisdiction. Further, the City shall not be subject to any arbitration process
prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein
are cumulative and not exclusive, and may be exercised concurrently. To the extent of any
conflict between this provision and another provision in, or related to, this document, this
provision shall control.
2.1 l The contractor shall not assign or sublet the contract, or any portion of the contract, without
written consent from the Director of Purchasing and Contract Management. Should consent
be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance
from the Subcontractor that complies with all contract insurance requirements document, this
provision shall control. Contractor may assign this contract, its rights, or obligations without
consent: (a) to an affiliate or subsidiary; or (b) for purposes of fnancing, merger, acquisition,
corporate reorganization, or sale of all or substantially all its assets.
2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the
descriptive material contained herein and any additional associated documents and
Amendments. The City disclaims any terms and conditions provided by the Contractor unless
agreed upon in writing by the parties. In the event of conflict between these terms and
conditions and any terms and conditions provided by the Contractor, the terms and conditions
provided herein shall prevail. The terms and conditions provided herein are the final terms
agreed upon by the parties, and any prior conflicting terms shall be of no force or effect.
2.13 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist
Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code,
prohibits the City from entering into a contract with a vendor that is identified by The
Comptroller as a company known to have contracts with or provide supplies or service with
Iran, Sudan or a foreign terrorist organization.
2.14 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be
terminated if the contractor or vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code
applies to this agreement, Contractor agrees to: (1) preserve all contracting information
related to the contract as provided by the records retention requirements applicable to the
governmenta( body for the duration of the contract; (2) promptly provide to the governmental
body any contracting information related to the contract that is in the custody or possession
of the entity on request of the governmental body; and (3) on completion of the contract,
either: (A) provide at no cost to the governmental body all contracting information related to
the contract that is in the custody or possession of the entity; or (B) preserve the contracting
information related to the contract as provided by the records retention requirements
applicable to the governmental body.
2.15 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This
section applies only to a contract that: (1) is between a governmental entity and a company
with l0 or more full-time employees; and (2) has a value of $100,000 or more that is to be
paid wholly or partly from public funds of the governmental entity. (b) A governmental entity
may not enter into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract.
2.16 Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1)
it does not, and will not for the duration of the contract, have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association or (2)
the verification required by Section 2274.002 of the Texas Government Code does not apply
to the contract. If Contractor is a company with 10 or more full-time employees and if this
Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to
Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and will not
discriminate during the term of the contract against a firearm entity or frearm trade
association.
2.17 Contractor represents and warrants that: (1) it does not, and will not for the duration of the
contract, boycott energy companies or (2) the verification required by Section 2274.002 of
the Texas Government Code does not apply to the contract. If Contractor is a company with
10 or more full-time employees and if this Agreement has a value of at least $100,000 or
more, Contractor verifes that, pursuant to Texas Government Code Chapter 2274, it does
not boycott energy companies; and will not boycott energy companies during the term of the
Agreement. This verification is not required for an agreement where a governmental entity
determines that these requirements are inconsistent with the governmental entity's
constitutional or statutory duties related to the issuance, incurrence, or management of debt
obligations or the deposit, custody, management, borrowing, or investment of funds.
2.18 Confidentiality. The Contractor shall retain all information received from or concerning the
City and the City's business in strictest confdence and shall not reveal such information to
third parties without prior written consent of the City, unless otherwise required by law.
2.19 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its
elected officials, officers, agents, and employees from all suits, actions, losses, damages,
claims, or liability of any kind, character, type, or description, including without limiting the
generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for
injury or death to any person, or injury to any property, received or sustained by any person
or persons or property, to the extent arising out of, related to or occasioned by, the negligent
acts of the Contractor, its agents, employees, and/or subcontractors, related to the
performance, operations or omissions under this agreement and/or the use or occupation of
city owned property. The indemnity obligation provided herein shall survive the expiration
or termination of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the
day and year first above written. Executed in triplicate.
CITY OF L CK
Tray Payne, ayor
A 'ST:
Co ney Paz, City Secreta
C(�I�R R
BY: ��
Authorized Representative
Print Name
17 $ D� ISI• ��� �'�Y-�e-�-
Address
APPROVED AS TO CONTENT:
V `�.�
Greg Rushin, nterim Chief of Police
APPROVED AS TO FORM
Ryan Broo e, Se ior Assistant City Attorney
�S-� �����;� � Z $SZ.� �
City, State, Zip Code
Exhibit A
City of Lubbock, TX
RFP 23-17415-KM
Purchase, Installation and Training of Specialized Camera Systems for the Lubbock Police
Department
GENERAL REQUIREMENTS
1 INTENT
The City of Lubbock is soliciting proposals from qualifed companies to provide Body Worn
Cameras, In Car Camera Systems, Interview Room Systems, and Evidence Storage for the Lubbock
Police Department. Qualified companies will also provide a service agreement which includes
service on equipment, hardware and software for five (5) years. Potential Vendors will also be
required to provide training and installation. Vendors shall only submit one proposal per firm.
2 MINIMUM SPECIFICATIONS
The following is a breakdown of the material and specifications for Lubbock Police Department
needs.
• Body Worn Cameras (including battery life, charging capabilities, auto-on features,
clip/uniform attachment methods, etc.)
• In-Car Camera System
• Interview Room Camera System (with live viewing and monitoring, and storage solution)
• Cloud-Based Digital Evidence Storage (including storage limits, detailed cost associated
with data ingestion, and regression)
• On-site installation (vehicles, interview rooms, software integration, etc.)
• On-site training of personnel
• Video viewing solution/back end client
• Digital Evidence External Sharing System (including the ability to ingest external digital
evidence such as photos), and what the full capabilities of the system are (case presentment,
disclosure to public/defense attorneys, allowance for public to upload video as evidence
submission, etc.)
• CentralSquare Enterprise CAD/RMS interfacing capabilities (such as auto tagging, crime
report uploading, etc.)
• Third party video support (the ability to convert any video file type to a standard playable
file for review and evidence, able to ingest and use third party video, etc.)
• Video migration/ingestion/accessibility solution from current system
• Video redaction solution
• Video transcription solution
• Real Time Crime Center integration
• Wireless/cellular in-car connectivity solution (Cradlepoints, wifi/cellular cards, etc.), along
with video upload solutions
• Automatic License Plate Reader solution and capabilities
The vendor also must be able to provide other miscellaneous information:
a) Include number of Texas law enforcement customers and references, including any that
also use CentralSquare Enterprise CAD/RMS
3 PROPOSAL CONTENT
The proposal shall include (but will not be limited to) the following information:
• A list of equipment, software, and services the vendor intends to provide for successful
completion of the project.
• A specific and comprehensive timetable which includes possible start and finish dates and
expected duration of the project.
• A list of qualifications of individuals in charge of the project or holding positions of
responsibility.
• A list of no fewer than five (5) references where projects were performed that re similar in
scope, size, and nature. Projects listed must have been performed within the last 5 years and
should demonstrate understanding the familiarity within applicable federal, state, and/or local
regulations.
• The City reserves the right to conduct any tesdinspection it may deem advisable to assure
goods and services are in the best interest of the City.
• The cost that the vendor will charge to perform all services and provide all materials to
perform the project. Any limitations or exclusion and their causes for pricing structure should
be clearly indicated and explained. The price sheet shall include the following.
Approximately number of cameras and additional service:
0 445 worn
0 128 civilian
o anticipate 325 vehicles needing in-car camera solutions
0 3 Division Stations and 1 Headquarters with interview rooms
o Price of hardware, warranty, maintenance, and support for period of contract
o Price of software, licensing, maintenance, and support of period of contract
o Price for storage and access
o System Warranty
o Cloud Based Storage
o Training cost
o Installation cost
H
G
O
�
W
M
�+f
N
O�D
v
Y
Ci
N
N
�
O
.�
.a
�
0
O
�
� c � �
-� � $ c'�a
H a � �
c�
W w � �
y aj c
� o �
a s o_
W a �
�
N 'cv
W �
J w
�
�
A
�
'�A
VI
.r
�
�
O
C�
N
G
� �
� o
� �
� �
ti
� o
� �
N
�
N
d N
� �
C Z
� a
� �
� J
� �
> O
Q F-
N M M M c'7 �
,� f� f� 1� 1� f� 1D
O cD cn co ca co c�i
� O M M C�7 M�
� � � � �
� � � � � �
� � � � � �
N N N N N O
d9 d9 69 V� 69 � �
G
0
�
�
ri
; I I M
�
� I �
I �
�
�
� o 0 0 0 0 0
Ci
0 0 0 0 0 0
!- o 0 0 0 0 0
�sE»cr>v�v�us
N c'7 c'7 c'7 c'7 ef
w I� I� f� f� 1� t0
+�-' O M M M M�
� d' � � � �
3 � � � � � �
�������
N N N N N O
69 69 fA Vi 69 �
I��
rn o U t `n � �
N c'7 � Q UN «�,N
L
Z
O uj N Z �� p�
� � O T^� �
N N �' C'i O CD > CO
� C j � � O�O , V C�O
� �(
Z � � a � � fC
i, � o E ti
Q a � a�
Q a U
.�
.�
E
w
ti
M
�
N
� M �
� N O?
� �
ti
d • 0 � � �
� N N N O -F
O .
.0
��a N�aO �
♦+ OO N I6 O U O
W Z��a�o y N
O� �.�'� E E
x °�° c ¢ o �%
Q�Cn�>0 �
x
�
c
a�
E
�
a
a�
0
� O
a
N O
� � X v Q .
� O I�
.�
J � O � X rn � �
m J d J H f�� W
o`
�
.�
o � �
O `� �
�... Z. � V N
a j 0 � CD
Q
� � � ' H � �
�
�
�
�
�
�
d
�
�
�
��
co co
L M M
.--� LL7 �
c � �
O
� d�' �
O � �
Cfl O O
� �
� �
�
H
�
J
H
L O
rn H �
� N G
E V Q
� J �
�
� O W
�
R
�
�
7
N
�.
� chv�ncDr�
O O O O O
� y N N N N N
R O O O O O O
a G Z Z Z Z Z H
a
rn
A
a
�p o� o 0 0 0 0 0 0 0 � o 0 o r��
oc000 000 ocflao 0 oco
O N� N O O O O CO N� O O � M
"CF r M j- I� a0 M 1A f� EA Hi a0 CD W O ���
a� � ILi CD V 1� CO � � N GO OD � 1� �
O: Q: � N� CO O I� �A � O (O � t0 1�
N O�O � is�� �� � �o `t� � ���
O O� Of t» � vs �
� N O �
� � �
t�R fA fA
� o 0 0 0 0 0 0 0 0 0 0 0 0 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0
F- o 0 0 0 0 0 0 0 0 0 0 0 0 0
E9 H9 EJ9 EA tf� tA E9 W9 d! EA Vi EA fA fR
� O O O O O O O O O O O c'7 a
O CO O O O O O O CO a0 O O GO <O
+��' � 0�0 M 1� �� 6�9 a�0 CNO � O ���
� CO � f� 00 � 'V N. CO OD � 1� �
Vi � � V�' � � � �� � � � N �
EA 1� OO N � b tA EA Of
� CO � � .- O
HY d9 4/i
�
a.i �.i ;°
'� '� O
a a �
.r
d y N
.a J d
C
r+
� O �
C � CI
�
w
�
�
�
y � CO I� O O O O CO � O O c'7
�,1 O� O� O O O <t et N O O t0
'C � v ao ri oi o o � c�i o 0
a ��Nr' N"��s � n� � rn�
y v� v� vs
z � ��
a� v �o 00o cD o 00
� o v o rn o o rn v o rn o 0 0
a ���o �a'M M�N o ��
y N N� CO E19 M� 00 � f�
� liY Vi EA li! li► �
� 69 fn d9 �
y rn rn ao �n
.0 cD ri ui ui + `
C �s''�MN ,+� I ,� f � I
� iss En E» ± `�� i I
_ �
y
4 � ���� c�oc�oc�o
O ~
a
a
'� � � M � N M�� � c'7 N .- � �
3
� �
O M v.� I � I
� O
� � U
�q >, �
v� y �
H
a � o w� Z
� w U
V w a W p v U
�. z `� Q � � ui �
Z � N
� m � � m � w U w
� �- d N � N Y Q � U
U �
� IQ- � � = c o �-� � O �
� � a.�am � m� °'a°° a w J
° �,`n,� �,°° oQ °�,' ¢ ��
� � J m W N J� j H('7 C �� F- l.=L
� �y �MU'E �U� �� � N�a�Z
� N OD �lL C ��� ZJ � WO W�
ac a�o� aaa ��a c�c>c�'�
i 3 � d
� � c�
�
'Q = v� v�
� �� + � � d �
� � �a �v � ea
• G� m + °:C�000�i�n a�Ci
'` � E Oo"a.E la000 �ov-i A v vo.ni
� � �icq c o00 �
a Q�'a��o�Q===Q��aQ � ���
H
C
0
�
�
ai
M
N
�
�
�
�
�
�
�
�
N
N
R
a
d
..
A
c
Z
41 c'7 f�'� M M M M M M c'7 c'7 c'7 c'7 c'7 c'7 c'7 M M M c'7 c'7 c'7 c'7 ch c'7 ch ch M M M M M c'7 c'7 ch c7 M M M ch c7
� N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O
y N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N
��- .�- .� � � � � � � � � � � �.� � a�- � � � � � � � � �.�- � � � � � � � � � s- � � �
O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O
�aaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaa
w����������������������������������������
�
e
w
N
W
�� CO ��j O O c'7 O N N N���� O� O O � N O� O� O O O � � O � �
� � •- � � M � M M M CO CO (O M M M c'7 � c'7 V � � � � � � � � � � � � � � � � � f� f� N �
I � �
IIIII� �Ilillllllll
U � � Z U I
0 M M N�' O
Z �
YY Q N� CnCAI�i � Z Q �
00 m gg ZZO(� W m W
co U U w w � w w � N�
O� � �� tntq��QOZC7 � ww
�� �� Ym W W �ZZ W WC�UW�YpQp C.�`iQ
YY OmOJ m ZZ �-'�'a'��C:iU' ��OmU �Z U
mm � ? Da� Z ww ca.�wwcncn��o�pQa ¢� a
�� � O V QZ � C7U'v ��O W W���,"�j�wQw OX w
�� � �~ U�� � } �QU�`'����U<,ajliQU�Z N? Z
ZZ � W W i'`�} LL F�� �{����HH�CiWt+�(n W in <A
aa � �? �Qv�i N mm N�ppCiCiQQpwoa� ON r�i
ww z w� > a �-i- �� ppww=Vz�> v � v
��m� �w w�m JYY »c_aiQzaQoozz�owo�u,n-a �
F- H Q� Q J } l.L N�� F- = H H J J Q' Q' Cn U� � U Q. W Z U
cncn cnm �o� _= gcncnvc��� �o >o
�'d'� J �QUQ�O �����'U` C:iQU' �' W W CAa'��H(na•�
���mwwa�wpo��� z��ao==�-Z�cu'7C"�7c"'.7�000a��u�z�wc�i�ug
NCnm J?jU?�YYwo ZNN�W ��U������OO��`Lw�QZ�01Z0
� � J W
00 �QU rn ��— }}Q ' F-I-F-�oo��U cnYO� cn
zz����a����am?�aaw� J J>-o'.�'F'aaaaa¢���az��w�z
rr n=oo�}o�Z,.�i,?aQaazugzz"'o�wwwwoo����c�����c�
� 0 ���L X X O � aX ��� d C:� Z N���= S Q 0�S J J J J SO S� Z Z��� m�' �� N
n.mm $�ijW W mmWm�aW�QMMcq���mQr�r�r��r����r��a�coH� J�
�c�azzc?z��zz�z��ozriirururuZ���Y��������� J�w���Zw
www wwwwwwwww wwc�
a���c00i�amm��m�Jo��wwww cncncn�cncncncncncncncncnJ��cncn� �
o��=�aa a �JJ��aa¢oaaaaaaaaaaoaaaa�a
'�'�a'��zc�'�����cnrr�xr-rrr������zmi-F-�cnm
�
�
'a
m
t
�
N
d
�
0
I� I� CO O O N CO 00 CO
�� GO O O O lA �A �A O c'7 �� N O(O CO OO a0 a0 a0 aO O O �� CD CO f� 00 � M�� O f� O aO �
� N N N CO CO � N M C7 .— O M M � cD O O � CO I� I� I� I� I� f� I� a0 ch O a0 � CO �7
d O O O � O O O O O O O �� O N N N N O O O O O O N N N N N N N N O�� � O O O�
� � � � 1� � � � �.— � 1� I� � I� f� I� f� 1� � N N N N N N N N N N N N N I� f� I� I� a0 a0 � 1�
� ( I OO GO GO a0 OO CO CO CO CO CO CO CO CO CO OO GO GO OO W CO
� M c•J ch c7 c'7 M M c'7 M M fh M M M M M M c'7 c7 c�')
� � � � � � � � � � � � � � � � � � � �
� � � � � � � � � � � � � � � � � � � �
Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y
CA Cn CA CA tn ln CA CA Cn Cn Cn CA Cn CA N CA CA CA Cn CA
�. T>. >. T T T T T T?. >. T T T T T T T T
� t t= L t t t t�'C �'C � t L L Z t t
N N N d N NC NG d N N d NF N N N NC N N N NC
W W W W W � � � � � C C � � � � C � � � C � � � C
J J J J J =1 LL vv�.�..�.�...v.�...���� ���v.LL...v.�..�
0 � � 0 �
Z Z Z Z Z Vi VJ C� N C� C� C� C� C� C� C� N C� C/� C� C� C� C� C� C�
� � � � � � � � � � � � � � � � � � � � � � � � �
m m m m m J J J J J J J J J J J J J J J J J J J J
wwwww aaaaaaaaa.aaaaaaaaaaa
� � � � � � a� a� � � � � � � � � � � � � � � � � � � � �
¢QQQQv�� zzzzzzzzzzzzzzzzzzzz
� � � � � > > >
0000o g�gg�g�g��gggg�gg��g
m m a� a������mmm aaaaaaaaaaaaaa.aaaaaa m a�
aaaaa
____=====000 ��������������������>>
»»> � �
mmmm ��������������������mm
O O O O O T T T
m m cv cvaaaaa m m m c� c� c� c> c� c�QQQQQQQQQQQQQQQQQQQQ ++
N N N N CO m m tn (o tn fN N Cn Vi Cn Cn Cn Cn C/) Cn C/) C/) Cn Cn C/) Cn Cn in Cn Cn ln Cn 1� I�
XXXXX�,._;_, c`� m m m m m�������������������� �
� E E E E w w w w w> j� m m m m m m w w w w w w w w w w w w w w w w w w w w�i a�
N N f6 N J J J J J � M c'7 c7 M M
� U U U U LL LL ll.. LL L.L �L �2 � U U C.i U C� U U U U C..: C.i i..) C..: C� C.i Ci Ci U U U'� '�
C��' �' �' d' �}' � N N N� N N L.L ll L.L l.L l.L LL LL LL LL L.L l.L l.L L.L l.L l.L L.L L.L L.L L.L LL . .
� m m m m� m m� m��� N N N N N N L.L L.L LL L.L L.L L.L LL l.L L.L LL LL l.L L.L ll.. LL LL LL l.L L.L L.L C C
m¢Q¢Q¢QQaaaaa������00000000000000000000»
�
3
�
R
_
�
O
�
�
M
�
N
�
�
�
�
�
�'
Q
M
�
R
a
d
.r
�
0
dv v�n ��n �n co co cD cn cn cn � r� ao ao ao ao ao
� N N N N N N N N N N N N N N N N N N N
• O O O O O O O O O O O O O O O O O O O
d N N N N N N N N N N N N N N N N N N N
� O O O O O O O O O O O O O O O O O O O
�aaaaaa����aaaaaaaaa
,�������0000���������
�
�
:+
�
W
�000000�n�� o000 �n��
N N N N N N 1� � N N N N I� V
('lrnrnrnrnrnrnV'�nc� rnrnrnrnM��nN
I I
�
Z
Z �
N CA � � tn t4
Z Z �� Z Z
W W � W W W
� � N � Q O N � � �
Z w Z w N U Z w Z W
wowoww wowo
������ ����
00
�w�w�� �w�w
���"��UU ��c+i�
��o�aa � No�od w w
p W p W=_ � � � W � W
� O� OO Z Z W W W W Q��� W O� O�
cncJ.>cnc���o�o��c�cnc�z�o�o
p p p p O O w Y W Y 0 � � 0 O W Y W Y
���� �c��c�������c��c�
F- f- H H 0 �� O� O H F H H�� O u- O
�� Q' � Z Z W p W p�� d' � W p W p
aaQaaa����aaaa�����
U U U U Y Y Q Q�y U U U U � �
C W W W W O O w m w m� j> j O w m w m
> > > > O O
� J J J_1 S 2�}�} J J J J a�}�}
p, ��� ti �� a m a m� r� � ti� a m a m
'�������V ' U ' �����zF-zF-
C� W W W W W W Z �--' Z F— W W W W
y cn tn tn cn cq cq OX � Ox J cn cn cn tn v OX-� OX-�
CHHHHFHQ�Q�Ia-la-Fa-Fa-QQ�Q�
� CO � CO I� 00 ��� � 1f') (O �A CO � O a0 O aO
� 1� I� f� f� f� 1� c�7 C�O c'�7 C�O 1� 1� I� I� O M C�O c'7 C�O
�'' N N N N N N���� N N N N�����
� � � � � � W W � � � � � �
c'7 c'7 M M ch c'7 M M c'7 c'7 ch c7 c'7 M
� � � � � � � � � � � � � �
� � � � � � � � � � � � � �
Y Y Y Y Y Y Y Y Y Y Y Y Y Y
� � � � � N � � � � � � � �
T T T T T T T T T T T T >. T
t "C 'C "� "� 'C 'C 'C 'C 'C t 'C "C
N N N N N N N N N N N N N�
� € � € � � � � E € � � € €
� ii �i �i �i �i �i �i ���� ti �i
tA tn cn cq tA N V) N u) tq tA tq cA cA
� � � � � � � � � � � � � �
J J J J J J J J J J J J w J J
aaaaaaaa aaaa�aa
��� r� ��� r� �� � r� o r� r�
Z Z Z Z Z Z Z z z z z Z Z Z Z
ggg��g�� 5gg�m�g
aaaaaaaa��a.aaaaaa��
w�������>>�ww�>��=_
���...�,..����mm���� ��mm
i cQi� � N tQp c�i� �� c�i� �� c�i� �c�i� c�i� a tan c�i� r� �
3 ��������������w����
d W W W W W W W W N d W W W W J W W N N
'a-oUUUUUUUU'=�-UUUUu.UU = ='
L c��������.�.�����sY �� E.�
A 7 L� tL li li L� Ii L� L� c c L� L� L� L� m LL L� c c
2 m O O O O O O O O�� O O O O Q O O>>
d
..
�
c
-0 ao ao ao �o �o ao ao ao ao ao ao ao ao ao ao ao ao ao ao ao �o ao ao ao
C N N N N N N N N N N N N N N N N N N N N N N N N
O O O O O O O O O O O O O O O O O O O O O O O O
='p=� N N N N N N N N N N N N N N N N N N N N N N N N
p1 M M c7 c'7 M c'7 ch M M M c+) M c'7 c'7 c'7 c+� M M M M M M M M
�aaaaaaaaaaaaaaaaaaaaaaaa
�
W
d
..
R
�
� v v v v v v v v v v v v v v v v v v v v v v v v
N N N N N N N N N N N N N N N N N N N N N N N N
� O O O O O O O O O O O O O O O O O O O O O O O O
(n N N N N N N N N N N N N N N N N N N N N N N N N
� O O O O O O O O O O O O O O O O O O O O O O O O
Y
� O O O O O O O O O O O O O O O O O O O O O O O O
�
W
� N O O O O O O O � O O O 0 ������ O�
� M CNO � V�' N R������ ��� CO N N N N N N N N
�������� � ��� �
w� w w�
Q w � U N � � � � U
w Z Z p w w w p w�� p>
� �y,� W NO DUNUw W ��
U
W W�„�U W �—Z JJHJUU W F-Z
ZZJ� tn �O ����J� vJ �O
� Uvw�cwi�w U� ��U�w�vwiw U�
� J J N W W U g w W W g W� W W J g w
w� UUawcJi�?z��zww�wzw�cJi»z��
U� uiui N� w a U� z U���� N�} w a U� z
J� Z Z Cn � C") U J W� J W W W W N~ V V J W�
��c�i�ooa�Q,.�,,zzo�aaZaQ�a>zzo
�W ZInW W O�QZQ�U�fAln�lnO�QZQ�U
»��r�_
i� ria rii � w w Q z Z a O m w��� m� Q z Z a p m w
� W W UcacqoOQcq�C9��00UOOOQcnF-C7�
J J w Q Q w �G H w� O� W�� p� W X F— W� p �
G��� r F- � a cn � a � w a a a.- a�¢ cn �¢ � w
� O� a�0 ���� c'�7 O�O CND O�O a�0 M�� aM0 ��� M a�0 aNO O�O O�D
d O O O O O c�7 � c`�') M M M M M M M c��'7 C�7 c�7 c'�7 � c'�7 c'�7 M M
�' a0 a0 � N N I� I� 1� f� 1� I� I� I� 1� I� 1� 1� 1� f� I� f� I� 1� 1�
I � � � � � � � � � � � � � I I
M M M M M c'7 c'7 c'7 c'7 M M M M
� � � � � � � � � � � � �
� � � � � � � � � � � � �
Y Y Y Y Y Y Y Y Y Y Y Y Y
N� N N� N���� N N N
T T a T T T>. >. T T T T
'C 'C 'C L L t "� '� "�
N N NF N N N N � N N N N N
� � C � � � � � � � � � �
0 0 0 0 0 0 0 0 0 0 0 0 0
������� ��� ���
tn cA tq cA cn N tn cA VJ cq tn tA cq
� � � � � � � � � � � � �
J J J J J J J J J J J J J
aaaaaaaaaaaaa
� � ti � � � � � � � � � �
ZZZZZZZZZZZZz
gg��ggggg����
a a a a a a a a a a a n. a �������
�����w���������_______
��__�����
��aQaaaaaaaaaaammmmmmmmm
` 'y 'y Cn Cn Cn Cn Cn Cn Cn Cn Cn :n Cn Cn Cn �� f� 1� 1� f� I� f� 1�
��j3 �mmwwwwwwwwwwwww a`� a`� ��Si a�i a�i�g ��i
y •aMMUUUUUUUUUUUUU J J•E�E�E�E�E�E�E
O 7 a�i a�itLLi��tu"i��i..t�i.����t�i�� c c c c c c c
O OO _ _ _ _ _ _
N m�� O O O O O O O O O O O O O a a>>>>>>>
F
�
0
�
�
M
N
u'�
'�
�
�
�
�
Ci
v
�
�
a
d
a
G
� N N N N
=== N N N N
'C����
waaaa
� ���
�
W
.r
A
G
'Cvvvv
+�0000
h N N N N
d O O O O
r
£ o 0 0 0
'...
�
W
r � � � �
� N N � M
W
N
z
w
U �J
� � W
O p U
w � �
wo�z
U j Q W
� w d V
J
U a � �
� � Q � J
Q
o.���c+i
���w�
m � O � W
d W � Z J
G a d � �
�
� � CO f0
d M M O O
w � � W
d d
��
mm
i � � a� a�
�+ � � �UU
'o
O � -� -� m cv
N m � � Q Q
���������n�n�n�n�n���N�����
I �
�
�
0
Q'
d
�R.'2�R' N
W W W W W �
_ _ _ _ = w
U U U U U V
> > > > � Q
O O O O O
> > > > > � � � � � �
w J J J J J W W W W W w
� O O O O O=____
W Z O O O O O D U U U U w
J W S 2 2 2=���>>
U U U U U U U O O O O O U
_ � cn �n cn cn cn » i » g
w�� ���� W W W W W�
> � O O O O O � � � � � �
�o��ri-�»»>w
W d U U U U U
a a����� O O O O O c9
������ U U U U U p
F- Cn H H H H H�� d' �� d'
z a'a'a'�"a'00000�
w � Z Z Z Z Z
� w U U U U U Q
0 � � � � �
}— W W W W W����� U
�� H H H H H������
� 0 Q����� Z Z Z Z Z p
Gi,chd��������r�r��
•V W� W W W W W W W W W W W
��=aaaaaaaaaaa
G� H� H F- H H H 1- F- F- F- F-
W
N
z
W
U
J
�
� O
d
�_
N
�o
c w
m �
U �
U �
c� a
c p
a>
� �
w H
W
�
�
�
O
U
�
O
U
�
�
�
z
U
a`� LL
� V
�� a
� �
U
� U �
L � O
U W � �
E � � a
c�?Q Q
�
� Z � N
v OX � �
w Q U U
N����� O O O O O CO � O N� O �A f� �
� � � .- �- �- �- � N � N � N s!' � � 'cF � O) lA � �
d M O O O O O O O O O O O� O�� � O ��A �A
}' I� � N N N N N N N N N N N f� a0 � I� a0 a0 a0 a0
� � � � � � � � � � � � � �
� � � � � � � � � � � � � �
� � � � � � � � � � � � � � I I
Y Y Y Y Y Y Y Y Y Y Y Y Y Y
�� N N N� N N N� N N� N
�. >. >. T T>. >. T T T T T T
'C 'C L 'C 'C 'C 'C 'C ` '� '� '� ` 'C
NF N N N N N N N N N N N NF N
C � � � � � � � � � � � C �
O O O O O O O O O O O O O O
���.�..i����U'....U'...u" .LL..�� .�...�
� � � � � N N � � � � � N �
� � � � � � � � � � � � � �
J J J J J J J J J J J J J J
a a a a a a a a a a n. a a a
��������������
g�g��gg��ggggg
aaaaaaaaaaaaaa���
����������ww�w===
LL l.L L.L l.L l.L L.L L.L ll L.L l.L l.L L.L L.L L.L m m m
N �aaaaaaaaaaaaaa+++
�N � � � � � � � N � � � � N � � � �
G� m��������������v-o� a� a� a�
V 47 m w W w w w w w w w w w w w w N N N���
'Z �MUUUUUUUUUUUUUU•E•�•EUUU
� a����ti���u.�LL.����---
G� � N l.L lL lL tL LL ll LL LL lL LL LL LL LL tL c c c m m m
N m� O O O O O O O O O O O O O O��� Q Q Q
d
e�'a
G
� � � � � � � � � � � � � �
C N N N N N N N N N N N N N
O O O O O O O O O O O O O
=♦= N N N N N N N N N N N N N
'O
y M M M M M M M ch c'7 ch M M M
�aaaaaaaaaaaaa
W
r.d+
l0
G
'C v v v v v v v v v v v v v
l� N N N N N N N N N N N N N
+� O O O O O O O O O O O O O
(n N N N N N N N N N N N N N
� O O O O O O O O O O O O O
waaaaaaaaaaaaa
������������.-�
:�
�
W
F- � � � � � � c�o � �n c�o � oo �n
� M M M� lA V st � N
F- ~ U U
� � Y Y Q Q
qa O
r2 r2 ��... w J J Q U
>> J Q Q� Z Z m d d 0 d
OOQUc�QQQXQQOQ
W W� M M� f� ����a �
�����a�m�a
lil.�Z�j,��jwwwwww� W
���XJJaaaaaa�a
Q Q Q�� H H H H U U� U
F-�F�����1-~F-F-�
Z Z Z Z Z Z Z Z Z Z Z Z Z
0 � � � � � � � � � � � � �
'++�d'd'd'd'�d'd'Q'�d'd'2
�� �~ � � � � � � � � � 3 3~ �
d X X X X X X X X X X X X X
G w w w W w w w w w w w w w
� �
vvrn��nv�n�nco �nv
� O O M �� M M M M� ���
w � � � � � � � � � � � � �
CO OO CO OO CO 00 W
M M M M M M M
� � � � � � �
� � � � � � �
Y Y Y Y Y Y Y
N N N � � N �
>. >. >. T T >. T
= Z t� t Z t
N N N N N N N
� � � � � � �
l�L LL L�L L�L L�L Il� ll
� � � � � N �
� � � � � � �
J J J J J J J
ww ��aaaaa
00 �������
zz zzzzzzz
mm �ggggg�
aa aaaaaaa�
�� ������w�
�
Q% � � U U U Q Q Q Q Q Q Q m
�+ a a'u, �n 'H �n cn cn cn cn cn cn �
� X m m m
�� J J m m m W W W W W W W d
� -aLL,iM�"���UUUUUUU•E
� �m� a_°�i a°�i m��������c
� m Q Q��� O o O O o 0 0�
�
0
0
�
�
ri
M
�
�'
�
�
�
�
Q
�
d
R
a
d
..
A
0
C N
W �
N
� �
�.�+ a
� �
��
�
W
w
A
0
� �'
N
(/� N
y O
R a
�
w
�
W
r �
�
�
Q
H
Y
U
O
�
r
Q
m
�
J
�
�
�
� Z
O�
aQ
�� �
o w
u�
� �
w �
a>
v
�
N m'
a' +
c '�
�v d a
t � �
�a
�m'�
�
�
O
�
�
M
M
N
�
�
O�
�
r
�
�
�o
a>
rn
a
N
.�
y.+
d
�
�
C
d
A
�
a
O M M CS O O CO � O O O O N
� N� c'7 O O � V m c'7 O O O O t�
O f� N a0 O O f� CO � V O O O O t0
~ O O c'�7 � M a�O M � � ���� �
M M� �.— N� O N CO I� Iff
� N��� M M H 9�� � �
d9 Vi EA �
d9 �
�O O O O O O O O O O O O O O
O O O O O O O O O O O O O O
~ � � � � � � � � � � � � � p
O M c'7 O O O CO � O O O O N
,� N t[> c'7 O O � ct � c'7 O O O O �
O� CV a0 O O 1� c0 �� O O O O tC
� O O c'�7 � c'�7 a�0 � � � ���� O
�
:/i O�O Od�9EAd9� C�O � �� G�Ap�j
(!� N� M� � H9 H9 �
G9 p
�� � �� O O �� N O
�. �� � M d. N M N � CO M
W
�
O ao
U �
� �
O Y
U N
� T
0-' N
� �
W Z � J
� � U � Z
� m
O V V a w w
N ui cai� � z --°'o Q
�N � Z � ��
�z�,, � g m mo
¢wU � n- a y yY�
a
p�� O �v�- � C O=
� � w � � w > > > > o �
� � a m � a
ODQJ�}'mcn a��� f°ap�
N �
n.Hoi���mw �w y E—w
.ty��ijZ�nc�r�U ��'�U��
N Z J��G W W N l.l � m C m m m
G�� Q U U� O a Q� Q Q a
y +
N �
C �
C�O �A I� � M �� O' O O O
� o�nvv �a�o E000
+'�a�o oa`�oa�o�i0a��==x
� N N N
c c c C C C c c c c fp fp f0
C N N N N N N N N N N
M�a E E E E E E E E E E v v v
N a m m m m m m m m m m m m m
Nyaaaaaaaaaax=x
v m m m m m m m m m m c c c
O '; > > > > > > > � > > o 0 0
c c c c c c c c c c .� .t +�
Z C Q Q Q Q Q Q Q Q Q Q��� F-
00 Od�M000 CCO)OM
y� O O ,� N�A c'7 O O� �� M O 1�
O O C O I� N aO O O I� CO � V� O 10
~�� ~ O O� O�i M O�O c`�') ��.�— OMf�
c'7 ch �.— � N� O N aO 1�
OD N d'>EA V�c'�7 c'�7 69���
fA EA EA � N
69 1A
�O O � O O O O O O O O O p
O O {� O O O O O O O O O O p
~ � �M ~ � � � E�9 � � � � H�9 � �
OO O�MO00 CO�O�y
� O O y� N M O O� �� ch O�
O O O O I� N aO O O f� CO �� O tG
��� � O O M�� a�0 � � 1�f � p�j
> > M M �A N� O N aO A
i/i i/i ��EAfAfA� M <A�H�9 �
� w
� O
�
�
c+�
�
�
Y
�
T
N
E
lL
N
�
J
a
�
z
a
�
c "
:7 �
t51. �
•� W
V U
G O
�� M� �� M� N M N
W
�
O w
U c`�
� �
O �
� Y
U �
� T
� �
Q N E
W w Z v
U
C:� � LL �
p U U � w
a
N uw c°'i> � z
z
� Z w V � m
a w V � a a a�
p-�� O �--�oH �
�r'a Jwa �Q0°a°+°
O�QJ�'}'inln N �
A.FW—c"il=i��m W cw N
'C � F cn c�l ch C) ��-
�JwOX�� a>�Jv �
G �uJ_.QUU�OaQ�
�I
y +
N �
C�7
+ � m + O O •
� d �� O �A � V y a J O E
�'O �'�ma`no�a�o�On`.H�
d
�
w
�
�
� � O
oa�
ar
eco>�o
� c ��
N N N N N N N N N N
� d N N N N N N N N N
� io E E E E E E E E E E
� d m m m m m m m c�'a m m
N ya.aaaaaaaaa
> p > > > > > > > > > > �
�� c c c c c c c c c c O
z =aaaaaaaaaaF-
� N � c'M7 O O
� � � � � �
O O � � M
aMD O 6�96969
.— N
d9 69
�O O O O O
O O O O O
~ N�9 d�9 d�9 u�9 �
O � M O O
� N � M O O
O 1� (V o0 O O
+''� �A��CD
� O O M � M
:/i � N � Ui En
f!i E9
� �
V M � � �
W
�
O
O
U
�
�
�
W � Z
V` w U
� �
�U a
�� �
�
Q w V �
d V > �
���•,avwiwa
i3 W Q J� a
�,Hrj��O
�� � � Z !n N
M � w OX � �
� � � a U U
� � � � �
� � � � � �
�
�
O
�
�
C�>
�
Ni
�
�
�
r
�
�
�
A
c'7 c'7 c�7 M M y
C c C c c �
� N N N N N �
�l! �o E E E E E a
N d c�'a �u m m m
o aaaaa
N v
m m m m m
�.� c c c c' c'
Z C Q Q Q Q Q
O t O� O M
� � � � M O !�
Or�cDoi O�o
~ � M � � � Of
N� O N OO 1�
M M EA���
� � N
d9 W
�O O O O O p
O O O O O p
~ � t�-� � � � �y
O C O� O M
y�� m M O ti
O�corn Oip
�'' � �t ('7 � ^ M
� a0 M � �f! p�
� N� O N o0 A
Vi � CO 69 � ap
M� � H9 69
d9 {�p
�� � N M N
�
�
�
Y
N
T
a`>
E
v
�
�
J w
a J
� O
Z Z
g m
�- a �,
�°�av
� � c
�- 3 > m
� V Q m d+
N � N �
C m w c J�
c> U ��'E
d d � � m � c
o�oa¢�
�, +
N �
m C �
� ma �o�E
��n o�=
'�liOaH�
M c'7 M M ch
c c c c c
� a� a� a> a> a�
� � T >. T T T
oa �o �v �o �c �c
N d a a a a a
> o > > > > > �
�� c c c c c O
z5aaaaa�
O�c'7000 COQ�Oc+f
� N �A M O O� V' � c'7 O 1�
O 1� N a0 O O f� CD �'ct O�O
~ O O�� M a�0 � �� ��
c'7 c'7 �.— .— N� O N aO 1�
� N��� M M 6 9� E�9 �
fA 69 tA � N
HY Vl
�O O O O O O O O O O O
O O O O O O O O O O p
~ � � � � � � � � � � �
O�MO00 tOQ�O�
� N c'7 O O� d' � M O 1�
O I� N a0 O O�p 1� (O �� O tp
•+ ��� W M a�0 M ��.�— M
� O O M � p�
� M M � N� O N 00 �
f/i ��(H69EA� M 69�� �
ff! �y
� � � � � O O �
� � � � � � N M N
W
N
�
O ao
U �
� �
� Y
U �
� T
� d
N �
w� ? v
U
�
�
p U U � w
� W � � Z
Z
�zw � g m
a W v � a} a
p-�� O F-�� c
CMacwi�wa �mOm
� � Q J�}�U Cn N a f�
�
L'L� F— M� �-a-. � m W c LLJ N
'c � � cnc.ic� V P3 � ._
m J w OX�� m� J v�
G� u ¢ U U� O a Q�
I��I�If
�, +
N �
CN �
C�O � 1� � M� U O•
o�nv� a�o E
�' � o ��
o�o a
�'�a�om`����oaH�
v v v v v v� v v v
t0 A E E E E E E E E E E
0 a N lC N N lC N N f0 N (O
N � m m m m m m m m iv m—
> 'g > > > > > > > > > > �
Z�a`aaaaaaa`a`a�
O�c'7000 CDQ�OI+f
y� N lA M O O ��� c'7 O!�
O f� N a0 O O I� CO � st O t0
~ O O� � M a�0 � � 1�A ��
c7 c'7 � � � N� O N aO 1�
� N��� M M E H�� �
tA tA fA � N
69 V!
�O O O O O O O O O O p
O O O O O O O O O O O
~ � u�9 � � u�9 � � � � � �
O�MO00 CO�O�
� N� c'7 O O ��P � M O 1�
O f� N a0 O O 1� tD �� O �p
� O O�� M a�0 � �� � M
Ol
� M M �A N� O N a0 �
:/i CO O d9 EA EA lf') GO (f> ln pp
�N� �� d9 EA�
�1 N
�� M� �� M� N M N
I w
�
Q' �
O ao
U �
� �
O Y
U �
� T
Q-' y
� E
w� ? L
� � � N
p U U a w
� W lq ^ Z
Z
� �Z U U a °o
p �� O �� F �
�c•�iacwi�wa �m'O
m
C � Q J�}�fn V! N a I�
�� M�� Q m R� C w U
•� � � Z � N M � N � �
<�
�w0X�� a�� `v.E_
C�ii QUUtiOdQ�
iM
�I
„ +
N �
Cp� �
C�O �A f� � m� o �'
� o�nvv �a�oo,E
��
�=������oa��
� � � � � � � � � �
c c c c c c c c c c
f� e�o E E E E E E E E E E
� a N N N fC N f0 f0 f0 N f0
N v m m m m m m m m m m—
> 'o > > > > > > > > > > �
O> �€ c c c€ c€ c€ o
Z �aaaaaaaaaaF-
�
0
O
�
W
M
M
N
�
00
�
�
�
d'
Q
�
N
l0
a
�
c
,;
0
�
O
,Q
�
c
ca
a`�i
U
.Z
N
�
L
�
�
N
�
N
C
�
O
N
�
�
�
U
�
c
U
O
c
>
a�
m
�
c
c
a>
E
a>
�
¢
�
.�L.
O
N
c
,o
�
C
U
-a
c
ca
�
E
a�
�
�
0
C
U
C
�
�
N
.0
a�i
�
O
a
U
.c
�
N C
00 >
� rn
U �
� L
C N
U a�i
'� �
m �
� Q
m �'
c
U N
� L
C �
U �
�
C
0
�
�
�
�
�
�
�
�
N
F--�
�
N
�
�
�
�
�
c
0
''a
C
O
�
C
(6
y
�
�
�
a�
�
N
tU
c
�
N
.`
a
�
C
W
C
X
Q
C
a�
E
N
N
Q
�
C
.�
cv
L
�
�
d
'p
C
(Q
�
a>
v
.�
N
�
�
ca
�
C
X
a
� �
O
(O
C � � �
E 3 � a�i
N .� ` �-
� � j Q
Q C � E
� � �
C C
N X t O
(O Q cn
L ._. d
c� � c .«.
= o � �
a �
� � � a�i
C .._. � �
N � � Q
.--.
N
c� � � E
,�
�Z o �
N Q � c
� �� a`�
f0 ?j � X
� O Qw
� N � �
O Y �.�. �
Q � � �
— �
c o � U
� c C
c c a� o
� E o Q
� � O �
.o � � '��
.... N � 3
N V � U
C � � C
O � � V
�tA N `p .�-.
.� � ,` C
Cl f0 ia '�
� � O �
... ?� ,C
� � N N
U ' � �
� O � �
�� a��
> U
N
(O O � d
L U C �
O � X C
�+ � Q �
N � �
d E � �
� � � -V
`���,�
C � � N
0
� fa � '�
C � � (�
(O �
�
� N � U
C �
ca E � O
O - �
O U � a
� O � �
..�. � V +L-.
� n � O
.N � � � �
� "_ � .Q
o �° °� �. a�i
� a � �,.n
U' a:t �'�
� � ` � y
0
t Q � � a�
I— .� n. a� -o
d
11.�
U
a
0
c
X �'
Q 'Q
L -�
... �
� �
C L
N �
... �
C �
U Q
U `
� O
� C
Q .
N
O '
� �
c
c ,O
E�
v
rn�
� U
-p '� �
� � N
� � �
� '
N
L
� E�
a> �.
.� �, c
� � E
� � >
� � o
.� � Q
N c �
N � U
� U �
� C •�
� X Q
� � X
v � W
C �
L �
L � O
3 'a a'
a> �
X y U
� � X
d U a
C 4%
E 'a� "�
��
� � O
�
O N E
� U �
E Q "_'
> � O
Q o �
E � N
� O �
C � �'
� .�
� � O
�- � N
N
X �
W � �
� � _c
-� C
O � •�
� � T
V � m
C � dj
Q O �
a> >�
,�
� � �
�
E
H
0
U
c
�
Q
N
U
a
� �
T U
� � O
�- � �
c � �
N � N
� �
N �
Q � C
� � �
� �
� � .r
� � O
�^ p C
O
O .._' 'a
� a�
(a
C.0 N
� �
.� � �
'v� � •`
�, � o
� � �
C � �
0 0 �
y- U �
O " �
U O L
"O
fa � C
� � o
_ �
� �
� � �,
� ��
�
c >+
� ��
� c
� � �
U �
� •v +L-.
O -p
� r.�'. C
� �
C
� N O
O � �'
>^ O O
a� � �
ff� L (�
� � �
� � �
� O
�' a' >
,v_� •� ca
+-�• •� �
� � O
� N �+
f6 �
h L
� O "�
O .� X
� ..�. a
C U 0
c�"n c �
� U �
C O d
'p C �
� � �
N
� � a
'� �
� o �
� � �
O �
� � �
co �. �,
U � �
� o
� co �
� � L
Q � o
H
�
O
�
�
M
M
�
�
�
v
Q
a►
a,
A
a
�
0
0
00
�
e•i
e+�
N
H�
�
W
�
�
A
�
Q
�
�
�
�
v J
�
��
�
0
O
�
A7
� R
� a
�
N N
� o
� N
M
� �
�
�
7
O
C
N �
� 'o
�
� �
�
U
� U
� �
� Z
� �
U Q
O �
a �
Y 'C
� �
� �
� c
J �
� �
� �,
� U
O �'
X c
¢ .�
U E
C O
N c
N �
�a .c
� �
O
W a
C �
O �
� '�
� a
a� �
a> �6
� W
� w
� J
C �
N
.O �
O �
c �
� N
� �
v
N >
� �
�
� �
a> -
� °>
c �
C
.a �
L �
� O
O N �
� U �
� � C
O Q '-
Z
O � O
� Q
0
� � L
� U �
� Z N
Cn W �
N i� �
�a�
C
w
c
�
C
�a
N
N
O
�.
7
a
z
��
O
�
� n
�
O Q
C �
� L
�
O j
O a
} O
U
�
w �
Q �
� �'`
� iv
�O �
� a
d
y
O Z
`� w
��
O Q
C L
' U
� L
•� 3
N -
� C
N ��
O d
C Q
N N
C -p
c �°
co N
N �
n N
a �
y '_
U N
� x
� �
Qi
� U
� Z
W
aa
� L
� 3
c �
� O
y U
� �
7
� O
� U j
C �
j � Q
Z o �n
QXN yt-.
Q � O
� � y
� U �
�
� 3 ��O
� � O
C
Z � j
Q � a
�i
rn
c
�
c
�
�
�
�
C
7
O
N
N
.�
c`o
3
w
c
a�
�
a�
U
7
�
.c
vi
c
0
� O
o �
U �
w..L.-.
c �
� .
� �
N �
N �
N `)
0
o �
�- O
o "-
c �
N �
N �
N
� �
F-- `
� L
� o
a a�'i
� �
Q
C �
a� �
�
c
N
� �
C �
N �
N N
N n
� .E
'� o
� �
� N
N
N a
C
� �
c -
U �
� o
� �
� c
N �
� 3
d
ta
C
r�+
C
N
f.l
�
a
C
� `
N 'C C O L
.3 c L � �
�-3�`oL o
Z N O � �
wU' } � c�u a�
Q Z N d �
� W U U �
(!� c= U
� Q c� Q p
� � N .�... (d
c N s c -�
� � �. a> �
n N o N v
V � � Q �
U Q :_ � N
¢ C � U
;-� 3 � ti
E c ca c
o cZ�..�-.•
U j 0 � �
N O � tn O
n c/) .�' w �i�
U y � L N
� � � 3 �
L � L
N > � �
� 3 � o �n
2 V } O N
(�ry � Z U N
� E W O N
� � � � �
C Q N
� U � y
O
� .� � N O
n L '
(d (C y >+ U
� � a w
� � � � o
� c
N � �
c
> �
�"� c�3�
� � �
� � � Z �i
= Q � � �.
3 p C � �
i V p �
Z � C � �
w � • o a�
U � � � c
Q j ,U V �
� s � � �
� a
O V N U ¢
� � '� Q c
� � � � �
'D N 0 .� N
N � � O �
� .� t � j
� � � N V
� 3 a� � �
Z c � o 0
� Y � � C
� � O � O
� C -p -p
O � � � Z
fU
O N Z C �
.� � � � Q
�- � U „=
� d
U V N �"� 7
U
o a � � c
d � � � �
� � � � �
�
3
N
�R
d
�
0
�
�
ai
U
c
a�
�
�
�
a
a�
�
C
A
.0
U
a>
�
N
t
V
N
N
�
O
C
O
.�
N
N
C
C
0
.?
0
C�
N
U
C
N
L.L
C
Q
O
N
N
�
�
c
N
N
(d
�
C
O
d
7
'O
N
�
�
O
N
rn
c
ca
L
U
A
c
ca
rn
c
v
ca
N
N
;a
�
O
Q `O
N �
O �
tq C
N
N E
� N
N �
L �
O
�
� +L--�
.�' O
c �
_ �
N �
L �
cn Q
� �
�
n E
� �
W n
N
�
�
>
G
d
d
�
C
Ox
Q
cv vi
'j N
�. .0
U -p
f4 �p
C �
O `
U �
�
O O
C N
d U
Z' � >,
c
� � o
.Q � �
N � >+
�
% O
Z N a'
� O �
Q d N
O � >,
�
�C
> � �
� .'�--.
� � O
- O `�
- � �
�3 � �
ca � �
N � O
� � �
U � '�
�O � �
� � U
�
a
� 3 0
L � �
� O �
~ O N
z
O � c
> Q
a � T
� � N
y �
c
� U Z
� W
j C Q
X � Z
� � O
T � Q
� � �
N c �
� � C
� O
a
� C �
•j �
�
U � �
� O �
"0
O -p �
N � •2
� o �
� C L
�O V O
� � �
L � C
3 � _
�'�C O
U � �
'Q U �
H N >
N
H
N
t�
t�
Q
'a
C
16
N
c�
C
�
!6
a�
U
.�
i.�
N
N
�
U c
Z cu `
� � O
Q � N
N �
� � N
C
O C Q
- m
N � �
U � '�
f4 }
� L U
•� z
Q N W
� -> U'
L � ¢
t � � +-�-�
� C
:_
tn n'U �
> � � �
.� O N _�
} �
N � Z �
� y
d � w U
N � Q �
0 O O U
� d y C
a> E a> >
(9 � U �`
� V � Y
uj � 3 'fl
c � O �
.L-..
(d
N j � �
� � '� N
N C � N
o � � "�
d � N �
d Z p C
Z �X 0' n
O a a E
X o
Q Y � U
O � � �
� � O c
= o}•�
� U
U� W �
� �
7
Q N � �
� N c 'o
� � O �
� � � c
'N .o
� � j U
�- ` C �
.3 a C C
z � � -v
� j � �
� � Y 7
.--� � � N
� � io Ta
N n � �
` � � �3
N � v Z
U � 0 �
Z o
w c -a
¢ 'N C �
�? N :o
C • >
p. U 0 O
� � U �-
�
c
H
ti
�
C
7
�
O
t
N
�
N
r-�'.
N
a`�
c
.�
N
L
C
.�
N
C
C
O
U
.Q
a
N
a�
a�
L.L
C
�
�
C
N
N
f6
c
cu
�
�
�
O
U
c
O
n
a�
�
�
U Z
C O
� �
> �
W
oX U
a W
O (7
N Q
� �
ffl .L--•
U C
(6 �
� �
�� c
f��6 Q
a> >
"p "�
•� N
O �
a �
�3 N
Oa�i
��
0
L
w
3
Q.
E
O
V
R
i�
O
J
N
L �
•- N
�3 �
�j O
7 �
- N
3 •�
>
N �
C �
� N
N cC
o. �
U N
Z �
� � N
� �
a � �
N �
'�"� � >
C
.� Q �
� O �
� O O
O Q C
U !A �
m
C
� � O
� N N
3 ."� a�
� �
� U �
� O
L N �
� - C
N �
3 c �
O � C
� C �
� � c
� o
cv � '�
N �
� C �
(O t�
'� U U
�
U � o
� � (a
�
� � N
°� � c
n � a�
E �
V o O
� y ,O
N � �
'n � n
N tn �
� U E
E �
z
CO L1J �
� Q .--.
� U
.� a �
O �
Q � m
� � �.
O ,c o
� � L
� •� Y
C � �O �
0- � �
� j, �
N N �p
�.. Z .`
U O n
w
Z �
( 7 � �''
¢ � >
�
�
N
z
�
(9
d
�9 C
� ��
� O
U �
� O
� L
� �
Y '-
� �
y
C N
� U
O y
N C
� O
� U
_ �
C C
� O
Z y
Q ,�
Q L
-� U
C �
N N
!n fa
C �L.,
O C
a �
a�i a�i
N �
N .,L_.
` O
d
O
a �-
d �
� X
O �
c�V- O
� U
N
N C
� y
O `
� �
Y �
�N
rn
c
C �
� �
c 3
(O �
A �
CO "p
iv �
•L--• 7
rn
c '�
. c
� o
U '�
� �
C O
Y �
cu
E � vi
� � N
o � �
a� -o �
� '� >
N O .
p � "�O
d - �
� � �
` O
N c �
� � �
U o- �
Z U N
W � -p
Q C �
�
•�-.
3
�
C
.Q
a>
'C
L
U
O
�
(O
N
N
a�
U
N
C
C
�
�
a�
.L..
0
N
N
C
N
�
�
�
O
U
N
Z
N
C
�O
0.
N
�
�
U
O
N
�
U
U
N
>
_�
�
N
'c
.�
N
C��6
O
n
�
�
L
�3
�
a�
(�
N
C
Y
Z o
� O
a� �
-� a�
O �
d �
� �
�
E N
� �
U o
Z
� �
Q �
�
N Q
U �
_ j
d ]
d
cu �
� L
N .t
L
� a
�
O
C�
N
ca
c
a�
�
�
w
N
�
O
C
N
�
�
7
d
�
�
E
�
a
O
�
N
N
N
N
U
N
c
C
�
N
�
w
O
E
U
U
C
N
�
>
11.�
C
X
Q
0
N
N
N
U
N
>
.�
N
'c
.�
-o
cu
�
�
Q
�
3
�
N
�9
N
C
Z
OX
Q
a>
"0
.�
OO
a
N
�
�
�
U
C� O
Q (n
�
W�
�
�
'�
10
O
O.
�
H
N
�
N
Y
�
N
C
�
C
N
.�
N
U
z
W
�
Q
O
C
.�
7
�
C
U
�
C
N
N
�
C (q
'- (n
�3 �
O�
x C
a O
N C
�
Q U
L O
�- a
� �
O �
d �
� O
� �
��
�
ca a
>. �
ia �
.� -
� U
� Z
�w
� �
:- Q
C �
co �
a�,`�i �
�
co �
v
7 �
� �
c �
O
} �
U �
Z v
W �
C� N
Q �
� C
Y
�' O
.a
N N
N �
L y
� N
�
n �
� 3
Z
O
�
J
H
N
Z
W
J
c)
S
W
>
H
N
C
'a
�
C.
�
a
s�
U
C
�
"�
.�
N
0
�
E
d
�
c
N
�
C
0
a
a�°i
3
N
a_Ni
N
�
h
C
z
O
Q
c
ca
O �
�
N N
U �
� O
= C
N N
a`� �
> >
. n
'� Y
= j
3 �
� �
U o
Z ,t
w
Q n
O
N �.L-"
(O
� �
� U
f0
Q �
a> �
w
� �
�
c �
d +L--'
� O
N .0
m Z
ca �
>. N
j O
7 �
� O
N �
a> �
� �
"C "�
ca �
N _
� �
ta
� v
7 �
N U
C L
� �
�
O
E
N
�C
G
w
T
y
i
N
�
10
U
N
�
0
�
C
K
w
N
N
N
U
L
>
�
cu
�
0
>
O
�
N
3
s
U
t
3
�
�O
�
C
z
OO
Q
f° U
O Z
� W
U �
Q
L �
> �L..
N �
� c
� o
N �
� -p
_ �
�3 �
� �
U
W N
Q�
� L
� O
N
vi N
N �
� �
N �
d �
a� a�
•L--� N
� �
N
n �
7 �
U
� �
(�O �
>, �
� O
� �
� �
N �
a> �
� �
� �
c �
N
N O
� N
m �
� �
L �
U �
� n
C �
O U
N
A �
C n
_ y
•3 Y
� 3 C
N �
N ;n
� N
C V
a� �
n
Nc
cu
� .0
� �
-�p U
O >
U �
� �
� o
c`u .�
� �
� �X
� O
�
U 0-
c�u o
NU
c
� �
3
U U
L1J I1J
Q Q
� �
� �
O N
� �
(d �
�. �
�O �
� �
�
�c _,a �
c �
Z '�
� �
� U
N
.L.. n
�
a
� _
� �3
m .-�-�
� C
� O
� a
� �
= U
�i 'O
N �
rn
� >
C �
d �
� �
U �
o �
.�
� N
O
N �
� �
N �
N �
N�
0
N �
N
U �
L '�
> �
.L... �
� O
o .�
c
a`� a'
c
� Q
� o
Z v
O L
Q L
� 3
� :�'
� �
} =
Z �
L1.� �
� c
Q '-
N �
� C
N
O N
�
w �
� �
a �
�
� N
� o
L �
N
O �
� O
N fl'
. �
w' O
f)
N
� C
� N
y � �
�p A �6
� � c
� m—
U •- Z
� C �
� � �
� U �N
� � T
o Qj �
� �
c� � O
� O �
.� � `
f9 �
� � �
� � 3
O '� �
� o u�
� C (n
p � (6
�
� � a�
� O U
0
w
H
C
�
C
R
N
.�
�
�
�
O
�
V
3
'a
N
_
{a
U
C
�
N
L �
� C
C �
. .L]
N =
� 3
� �
0 3
U -�
� �
C L
cv `
� U
N C
c .
- �
�3 �
U
o .
L
3 Q
N
� N
N �
C =
z �
¢ �
c �
ca c y
y N U
� � o
U � d
L += �.
� C >
� � U
� � �
� ��
_ c
� N C
� � �_ �
�3 � o
} iu �
z �° �
U` '� N
y �
a � �
� � m
N
N T L
N � 7
� � "�
fd
}
�-cU
� � w
� � �
Q � L
� C T
-p O �
N -p
� U �
m � (B
� v �
T a �
<D N >
7 �
� +L--� (�O
� _ �
� .
� 3 �c
N �
+_� U "�
� C
�'� N
�
� U �
� � �
� C �
� � O
U V
C L 'C
O > N
a�
"0 U �
y w
A
� ` � �
� � c c
� � d
Nv� �.--0 �
c
��• -v
O Z p_ �
a0 �
� �. co
O � � N
'� L n .n
O �
(9 .� 0- L
� L y
�� U v o
� z rn �ia
W �
� Q � �
�. •—
L .L.. �
j O a �
L N O j
�
� � C +t-.
.N � .� o
c° o � .�
a�
v � c E
� � � c
a c � �
•3 � � a�
} f� (4 "�O
N
Z � N N
w N U C
(� � � co
a N .; O
N
N � .� 7
d C � N
� �
cu
� � � o
� � � U
O Z
� Q O �
�
� "O O �
N � � �
� � c4 O
N C A
E � •` a>
'- � O (9
C (�_O "� N
N > (� �
(O � d �
� cC a N
C � � �-
O O Q �
� � o
N � � �
- U �
.> � �
(d > (A fn
7 � � �
N w V N
• - L N
N tn � N
U j � �
L �
> � � �
� .L--� O
N N tn
U V c N
y > � � N
(O (II � � �
� O '� � d
�
C
O
J ��
J _
Q �
N y
.L... �
N �
C Z
� W
O �
Q
N N
(C �
� .n
o �
�
0
c�a �
� �
(C �
-3p N
L N
� �
U L C
C O
' O �
�
� � �
� �
rn c c
7 '
p "0 O
U � �
� � �
� O N
� V U
� � N
� � �
C � U
L
� C j
N
� � (�6
A � �
� C C
"�
.� � �
E N a�
� � a
� �
N C U
� �
�3 � �
ZO.o.3
�
¢ �' U
O
O >+ N
.� '� .aUi
��-v
:�. cu �,
a� �
c
U N ,�
-p � o
� N �
� C O
� � U
a�
� � �
c 3 �
c
O � �
tv
� L �
O �
N .L-"
C
d � ,O
o �" `�°
V O �
C '- �
dU C
�
� .� U
N �
� U Q
� �-�' � �
� � � N N
� � � U
>+ � '� 6� N
� 7 C � V
- -� N C �
ia O � "O N
�� � � p .c
N = Q. � O
N � -
3 c '�
� � � p
� °� a � u�i
ai � � a�'i c�
w � uS c �
Z N _ co
� � C � U
O � � �
� � i N �
� U c p
�Z � x
� � W � Q
� � � �
Z �
p �- ¢ � `�
x � v � o
Q a> � � c
� U � � O
� � d C1. (C
�p > � � �6
O
� � Z L C
U 0 O � �
Z � Q N �
W .� O p Q
� � � � �
Q U �
� N N E �
`� � � U �
� � � fC �
N � 3 � �
� �
a y � � a
� o
a�
� � 3 0 `o
N L � L 'C
� � � � Q �
N
L � � �,O �
� O � C U N
v' a��i E z o c
c �p `nZ
vi �- >, � o O
� V C � � �
>, rn co -p �
� �� c c�u � �
E°� � U � �
ca >+ p� Z p �
V � � w � �
� C � � 7
LL � N N 3 O
c � o ,��,., o a
� p U O -p �
�
� c
�:�'� � � 3
�
m � � c n �
_ � � Q ` �
� � � � � (�6
y C �
'c o c N N �"
O • p � � "O
� � d U �
L
O � � "p �
d O U� C�6 Q
�
� N
!n -
� C
� O
_ y
�3 v�i
� �
U .
L �
7 �
� �
� .O
N �
.L-" (9
� �
U •�
Z L
w �
Q � �i
N O C
� �� O
a � �
� C -
C �
O
� � �
�
� � d
� ;c �
ca c`
� +-' N
N C �
�O �
� Q
O � �
N •C �
� � �
C � C
7 y •-
C
O
� � U
(a (6 •�--•
� O �
� � �
n � �
O � a
� � L
�n = 3
c �' o
.0 U �
N L �
> �
c �
% o �
� y U
� L Z
a� �- v�i
N o 0
n��a
C � C
O •
� � N
a �
� cZ
� "c O
� � Q
� .O �
U � O
�O
3 c �
�
Z � o
� � N
� ]
O V
LPI
�
a�
�
�
�
a°�i �
� a
Z -a
O M
a�
��
�o
�N
U �
� U
� O N
`- ` N
°� °� 3
�,o � -o
C � L
� T N
a O �
a
� � �
M � X
� � Q
� � �
U � N
U �
O �
� � T
� (p N
N
!n C C
C — 'N
Z •
TX �
o Q �
E o c
a� c cu
a`� � �
U
O N �
_ � >
U � �
N p. O
(9 Y �
�
� 3 �
z � co
O Q �
�
c
� � ts
c � �
c � �O
� O �
'�a �
' c •-
� o �,
U V C
O � �
� � Z
� U O
o � �v —
� ��„u -o
o � �
N _
� C Z
N � O
rn°��c �
'c o >,
� o �
c �
� � .�
cu a> c
� o c`o
o � �
v� ca
� � 3
� o �
L �
H. p. N
�
G
N
t0
N
h
O
�
�
cir
N
N
�
�
.�
.Q
a>
0
C7
G�
� a�� ��
L � N
rn o
M � o a V (�1 `�
O � a> Z �� ��
� � O T^� �
. � � U O � ? �
� ~ � } LL � - �
U �
> � '� �
� Q � �
Z o � o��
T
�a � a�
a �,
U
a
�E
.�
E
w
�
M
�
N
� N �
i.1 �
�
�
o r�a'°°
� � N N O +
O ,
.0
��Q N�a��6
•+ OO N N O U O
W Z�� C�O H f6
C O 1," � � E
�S � U C Q O +�+
Qa--fn��� C
j .i °��° 8 �
Q a r' o
~ c�'�
W w � �
W dj c
� O y
L
w aa
�
N ��
W �
J w
N
x
�
c
E
r
o.
d
�
� O
a N O
� � O o Q —
J � O �XrnN E
m J n. J H 1� � W
o`
N
.�
0
o� �
��
N
a j� �O CO
Q
N � � � H � �
�
ea
E
7
N
�
c
�
0
c�
G
�
�
�
�
�
�
m
�
�
�
N �
rn �
0 O
� N
� �
~ M
E�9 �y
f�
�
a�
a N
� �
C Z
° a
� N
a�
� �
> O
¢ �
N
L
� O O
� � �
O
CO
�
1_
�
H
�
J
H
L O
rn F- �
� � 0
E V Q
� J �
� 0 �
a �w
�
R
�
�
'7A
v/
c
m
�
R
a
� o
�
e� �
H
i
.� �
.�
�
3
�
N
� O
�
N
0
�si
�
�
�
o>
�
�
d
d
�
W
a
�� o 0 0 0 0 0 0 0
o tMD 4�A � ��� � � � w
N O�
�' �
�� � �! � i j.::� I �
{d O O O O O O O
H O O O O O O O
V� GA hA H9 H9 H9 W
� O O O O O O O
+'�a ��� � � � �M
a
3
N
' I! I I! I I
��. � o00 0 0 0
c� c� :° a � � � � � �
'L '� O
a a � d
� ... � z
d y N
.a J �
� p� � �� c�n, o o c°�fl,
� 7 'C ��� � o
�Ci� a �M� M � �
� ���
+N' J tA tA
O
7
� � � � �
� o 0 0 �
� �i � �i
c
�
h
a� ��� �
o~
.
a
,e �,
L � � � N N N
d
3
�
e
w > >
d I w w
y � cn cn
V1 � C7 C7
d Z Z
�� W W
� �-o
� v v v � �
m m m w cn cn
�► m m m J ��� w
a� a`� a`� N
j E E E w �>��
� UUU � �w�a
0 ��� N pcnpw
C c o 0 o w U
� � ��� � �a�a
� C a3i o�'i a3i > > N> w
��o„ � Z z�z w wwwZ
a> a> a� � I- U� Q
a p c c c z z � z g
� i" `
`° 3 `3°
� � o
�0 = N
°� � �
� a �° t� C�
•i �� Q U U U � N � o o �
a. Q=a,���Q�Q � � �
�
0
N
a�-
iG
�
N
�19
�
01
�
�
N
�
Q
N
d
Of
a
a,
..
�o
G
Gi V � � � � �' a' V' V �' � � � � � � st 'V' V'
� N N N N N N N N N N N N N N N N N N N
0000000000000000000
y N N N N N N N N N N N N N N N N N N N
� O O O O O O O O O_O O O O O O O O O O
� � lf7 1[7 � � � � � � u� � � � � �A � iA in iA
w O O O O O O O O O O O O O O O O O O O
10
�
w
W
� N ��� � � � N N N� 1f') tA �A �A � tn �� �A
a►
..
ia
G
C N N N N N N N N N
=== N N N N N N N N N
�aaa a a a a a a
�
tll
W
d
.+
eo
0
� � 'cl' 'ct � V � � � d'
� O O O O O O O O O
(� N N N N N N N N N
� O O O O O O O O O
W
� O O O O O O O O O
++
Yl
W
N N
a aN
� �
U'f
N
�
�
�
�
N
�
N N C�
O O
O O
� � � � � � � N N N N N
N
�
'a
�
t
:.i
�
d
0
U U U Z Z Z
� � � � � �
aaawww ��� ���
0 0 o O O O o 0 o J J J
aaa��� i-�����aaa
������ ���aaa���
W N�� Q Q Q W W W W W W J J J J J J
►- aaa�-�-f-»>wwwwww
-� W W W�a000JJJOOOZZZZZZ
aaaaaa
����xxx��� an.n.aaa
w���c�c�c�www���xxxxxx
> ���»>wwwc�c�c�c�c�U
w�'�'�'���wwwaaa000000
cn ��� cn cn cn cn cn cn c� c� c� ������
o����������������3��
+rwwwwwwwwwwwwwwwwwww
•� > > > > > > > > > > > > > > > > > > >
��������������������
wwwwwwwwwwwwwwwwwww
a��-►-rrr-rr-F-f-F-�����►-�►-F-
p z z z z z z z z z z z z z z z z z z z
� a0 a0 a0 O O O� � V' OD OD oO N N N CO CO CO
� N��� N N N N N N N N N M M M O O O
w l� l� l� l� l� l� ln ln ln ln l[� l[� ll") lf') l� l� f� I� f�
'G 'G 'C � 'C 'G � � U V 'O � 'O � � 'C 'C 'O
N N N N f6 f0 N f0 f0 (O N(O f0 f0 N f0 N N
� 'O 'O � 'O 'O '� '0 '� U U 'O 'O � � 'C 'O '0
C C C C C C C C C C C C C C C C C C
,�,.,u ;ra �,a �a ;,a �,o �,o �,a �,c m m � m ,c_,o ,c,.,u ,c,.,o ;,a m
tA tq tq t./) tA cq tA tn tn N in cq iA cn tn cq tA iq
m m m m m m m m m m m cu m m m m m m
m a`> `m a`> a`� m a`� a`> a`� a`> o`> a`> a`� m`m m a`� a`>
E E E E E E E E E E E E E E E E E E
m m m m m m m m m m m m m m m m m m
U U U U U U U U U U U U U U U U U U
E E E E E E E E E E E E E E E E E E
i o o� o 0 0 0 0 o g o 0 0 0 0 0 0 0
� � � � � � � � � � � � � � � � � � �
3 y r 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3� 3 3�
m a> a> a� a> a� a> a> a� a� a> a� a> a� a> a� a>
� c U�Z Z Z Z Z�Z �Z �Z �Z �� Z�� Z Z Z�Z �Z �Z
�p m a> a� a> N N N N N a� a� a� a> a� a� N N a> a�
= m Q c c c c c c c c c c c c c c c c c c
aaa w w w
wwww w w z z z
z z z a a a U U U
a a a w w w J J �
� � � Q Q Q � � � � �
H H H H H H N N � � �
� � � Z Z Z � U, � � �
aaa� � � z z z z z
wwww w w � � � � �
J J J J J J � F- h-. F- h-.
U U U U U U cn tn cn cn v�
wwww w w w w w w�w
���� � � � � � �w�
aaaa a a a a a a�¢
���� � � � � � �w�
ri�iriria�i��iari ri �i �ia�i
0000 0 0 0 0 0 0�0
Cn CqCA CqJ CqJCnJCn�^.Cn�^.ViQ^.ViwV7
o � � � � Q � ¢ �i ¢ � > � > � > � Q �
'+—.wwwwawawaw�w�w�wZw
.c»»=>=>_>�>�>�>w>
�����v�v�v� � � ���
�wwww�w�w�w�w�w�wZw
°�zzzz�z�z�zazazazaz
� — — — — � — � — � — �— �-'— �— � —
I� I� f� � � � M M
� O O O O O O � � � � �
� ll� l�A ll� l�[') � � � � � l�A ll�
� � � �
N f6 f0 N
� � � �
fCG N N N
��� �
m m m m
a`> a`> a`> a`�
E E E E
U U U U
E E E E
� ��� �
�� a�'i a3i a3i �i
� a�i o�i a�i a�i
N m c c c c
�
N
'�
N
�
m
a`�
E
m
U
E
0
�
o3i
.�
a>
c
U
N
'D
(6
N
m
a`>
E
m
U
E
0
�
Z
a�
c
�
N
U
N
�
m
`m
E
m
U
E
0
�
a�'i
.�
c
b
f0
U
N
�
m
`m
E
U
E
0
�
a�'i
.�
c
�
N
�
N
�
m
a`>
E
U
E
0
�
a3i
.�
a�
c
'� 'O
N fC
� �
C C
�U f0
� �
m m
a`� a`�
E E
U U �"�
a,
E E e�u
� o a
� �
a�'i a�'i
.� .�
c c
d
0
G
'O
C
W
�
e
�tll
W
Y
R
Q
�
�
d
l0
�
'w
fq
W
�
Q
ao ao ao ao w co ao ao ao
N N N N N N N N N
O O O O O O O O O
N N N N N N N N N
c'7 c'7 M M c'7 c'7 c'7 c+> ch
a aaaaaa a a
V' � � � V' V� � V� �'
N N N N N N N N N
O O O O O O O O O
N N N N N N N N N
O O O O O O O O O
O O O O O O O O O
N ��� � � � N N
I �
� www i
w o0o i
cn ���wwwc
������
Z o p p z z z S
���www:
�Q O O O D U U;
w U U U J J � �
v~i OOODUU�
�w����Q¢¢�
���wwwN���
pw.,�d�2'��mmm`
W�W I-w-1-w-Fw—����
U U Z Z Z O O O�
C Z Z--- U U U.
OQ�QO�OLLILLILLI
� W jW �"F�ZZZL
��Z WZ���000i
ma�-azzz»>t
G � ? � > > > w w w �
3 w
> >
�
i vwi
� z
5 u�
, �
� �
� ww
� � �
- �ia
� � � V
W Z
� w w Z
��>w
��w�
Z
=azQ
_ �
� � � � � � � � � �
� O O O O M M c'7 O O
� � � � � � � � �
����
� � �
O O O
Q' �' Q'
� � Q'
��a
aaa
» >
���
���
000
aaa
aaa
���
zzz
���
� � �
H � H
���
U U U
� � �
N N N
O � � �
+� W W W
c' » >
�www
p z z z
0 0 0
����
w���
d
�
� � � �
=== N N N
�aaa
�
Nl
W
W
�
�
�l� � � �
+=� O O O
(� N N N
y O O O
� O O O
�+
�
W
� � � �
Q
�
O O O
www
www
Z Z Z
� � �
O � � �
y='a'a'Q'
���3�
w � � �
ou�ww
� � �
d � � �
L
� �
a
N m
'O 'O 'G 'C � '0 '0
N (6 fC f6 (O f6 N
U � � � � � �
f6 f6 N N N f6 lC
Cn N CA ln ln ln CA
f6 f0 f0 (O (O (6 (O
N N N N d N N
N N N N N N N
U U U U U U U
E E E E E E E
���S�SS
� � Q' � Q' � Q'
N N
3� 3� 3 3� 3 3 r r
� � � � U U
aZi aZi a�i aZi a�i a�i a�i m m
c c c c c c c Q Q
I
� v �
f6 N N
� � �
C C C
� � �
� N N
N N N
N N N
� � �
U U U
E E E
y ���
� � N N N
•� � a�i a2i a2i
N m c c c
'O 'O b
lG N N
� � �
C C C
� W �
� � �
f0 N N
N N N
� � �
U U U
bl E E E
� ���
� � N N N
C � '� '� '�
� � a> a> a>
� m c c c
0
N
�
�
N
N
�
01
�
r
N
�
Q
�
d
A
a
� o 0 0 0 0 0 ,� o 0
O o 0 0 0 0 o O o 0
�... vsrAr»v�vaw � r»vr
���{M���'
� O O O O O O � O O
~ �����a�p ~ ��
G O O O O p
,� O O O O O p
� � � G�A � � �
�
N
i �
� N N �A �1J �If
� u
W u
>0
�u
wo
cn -
� u
w5
a�
w�
�u
z�
w�
U <
J s
� �
wu
>�
�'o
wu
cn u
U' C
z�
��
u�. `u
� 0
F- F
cn u
wu
� 0
Q <
�E
oc
cn u
c
�wu
•�>5
� w u
p z �
�v-o-o
� m `m m
: v v v
� N m m
� � � �
� f6 N f6
, U U U
�
� E E E
• o 0 0
����
: a3i a3i a�'i
� a�i aZi aZi
. c c c
� O O
a�o
w
�
N
� N
w
�
J
a'
w
�
w
�
c
o�
c>
t� �
dw
�
p Z
c+�QQQ v
� � � U U U � N
w � � d' � �' w �
�
.�
� E E E E E E
� � w w � � w
> > > > > >
r � � � � � � � �
� �� o � o o � �' � o
d N d o. � n n�. N d a
� A� o 0 0'o 0 o Q> o O
C O �-
d -� c � � � � �� Q c ��
c
N
t�0
11')
a�
�19
d'
Of
�
r-
N
�
Q
�
a�
rn
�v
a
�
O
C
w
�
O
.Q
�
i
O
�
O
�
�
�
N
�
�
H
�
�
�
C
�
a--�
C!)
�
C
O
"�
C
O
U
'�
C
f�
�
E
F�
�
a�
�
N
U
C
�
y
.Q
�
C
w
C
X
Q
C
�
�
Q
�
c
.N
ca
�
�
�
�
�
C
(O
N
a>
U
.�
�
�
�
f6
�
c
X
a
� �
N
C � ��-.. �
� 3 O �
� .� ` �-
� � N �-
�� � ¢
Q C �, E
rn�— c�a
C
� X � O
L Q .._. d
c� � c ...
� o � c
-a a�
C
d
C r � >
� � � O
� � L E
�
N Q � c
� � v� m
� � L �
N �j � X
� � Qw
� N N N
O ` ..�. �
Q O •� N
_ �
C '�- � U
� O ` C
C C � 0
�EOQ
L � 0 �'
� N C �
`�O -p � ?�
N L � j
� � � �
O � � V
.� � ,`o_ o
C
d (�6 (a �
N
� � o �o
�. c
� � � �
(B C C N
� O � �
� U
N O � Q
L c� c �
O � X .�
7+ � Q �
i �
�
�E � a`"i
� � � U
C � � �
0
c � � c�a
m �
�
U � +--�
-o � � �
c �
cv � � o
o- �
O U � Q
c � �
� X V �
� � Q � �
fl- -p O
.� � � �
� � U �
O � � •C �
._. a�
7 "� � � �
C'1���•�
O
H �"dN"�O
d
W
U
a
O
C
X �'
Q �
� .0
� �
•3 �
c '�
N �
... �
C �
U `o
U �
C �
N C
Q .
�
o '
� N
c
c o
� �
E �
� �
� U
-� 'C E
� � �
� � �
'"' O
� � d
� � C
� y �
�
�
� � �
C � O
.� � Q
� � �
L U �
"� c -�
� X Q
� � X
v � W
c �
N
L �
L � O
3 � �
a> �
X � U
� o c
C n X
Q U ¢
C �
� _� ...
�
�p � O
�
O a� E
d U �
C "a �
E � `"
� L O
> > �
Q � �
E � c�a
� o �
� o- �,
-� 'E 3
�� o
Q c �
x � �
W � �
� � C
-� C
O � •�
N Q �
�j � m
C C Qj
X �" C
a � �
L � �
h-' '� N
�
�
N
�
0
U
C
�
fl.
U
Q
�
� U
� ��
� � 7�
C C �
� � �
� C �
Q � C
� � .rn
o v>
� � O
� p C
O ��
� a �
fB
C C �
= 0'
. � � �
'v� � •`
�, � o
m � ��
� o N
� U �
O "'� �
�
U O L
� � O
N ._-� C
� '� �
L yr �
� O 0
� �
U � �
C � �+
� C w-'
Qj C
� � �
> .` .L-.
O -p
� _..�'. C
C '�
� N O
O C
�, (O .-�.
a O O
a> »- �
� L fa
a�i � rn
� � �
� O
N � >
,(A •� fa
. � - � �
�
�a��,
(6 �
� O ."�
� � X
� �N.. ¢
O
C U y..,
o cv .,..
o- : c
� U N
.5 o Q
v c �
� � �
a�
� c �
.� a� _
� O �
•--�
O � 3
� � �
L � �
� .� E
O
d � L
C � `o
Q (d v-
G
N
t�0
�e;
N
�
�
�
N
�
Q
t0
d
rn
ta
a
�
c
N
�
tD
�L1
�
N
�
�
01
�
�
N
tl�
Q
�
�
�
�
V J
Q�
t�
�
�
ti
W
� a
� M
i� O
� N
� �
(%� O
�
Z
�
F-
Z
W
�
Q
C
O
:_.
co
�
w
C
.�
�
3
0
.o
d
t
.�
�
O
�
N
N
o.
m
c
.a
a
L
h
L
�
�
�
.o
�
N
3
a
�,
m
E
N
"0
O
N
�-"
�
N
O
C
7
r
� �
'3 s
� M
N O
N M
f� �
O �
f� 'C r.+
� N N
� O � y
� � �3 �
� , � o
C� O N Y
> �
o�o a�o � Q.
0
n � o a
� � � C
H �
N � _
i �
V � � �3
C � y U
:� � Z � �'
N y
C =
� �?� � X
Q C � Q �
� � N 0 C
p -C � N N
y � C _
� �
� (�. � � � �
C
tn O � 0 � M
t6 � U '� �• � O
3 Q �� "J � r-r `�'
� � � f6 C � C
� O ` �. � a O
V � w � � � �
ca c�• o m o 3 � y
c � � a c � �
8 � � f0 � y �
E � �CO � � ?C �'
�
a
.j t � t�6 � � ` >
.� M � V � � O �.' �
� � O ' � � � �
� ""' N � C d � �U C ^.
� t �>. C >
L � � C � � f� � � U
n a`� c�`o m�> _� � i
•� � � o n; � �p T � ui
.c � t f0 T y �' O � U
� C � y`�- rL,,, Q C Q�
Y
�
c
v
�
�
N
a--
N
�l9
�
�
O
'sF
�
�
�
�
61
l0�
a
Exhibit C
INSURANCE REQUIREMENTS
Prior to the approva( of this contract by the City, the Contractor shall furnish a completed Insurance
Certificate to the City, which shall be completed by an agent authorized to bind the named underwriter(s)
to the coverages, limits, and termination provisions shown thereon, and which shall furnish and contain
all required information referenced or indicated thereon. THE CITY SHALL HAVE NO DUTY TO PAY
OR PERFORM UNDER THIS CONTRACT UNTIL SUCH CERTIFICATE SHALL HAVE BEEN
DELIVERED TO THE CITY.
The City reserves the right to review the insurance requirements of this section during the effective period
of the contract and to reyuire adjustment of insurance coverages and their limits when deemed necessary
and prudent by the City based upon changes in statutory law, court decisions, or the claims history of the
industry as well as the Contractor.
Contractor must notify City if any deductible is in excess of $50,000 and/or Self-Insured Retentions.
The notifcation can be fulfilled by providing the certificates of insurance, which will be deemed
sufficient as a form of notification. The Contractor shall obtain and maintain in full force and effect for
the duration of this contract, and any extension hereof, at Contractor's sole expense, insurance coverage
written by companies approved by the State of Texas and acceptable to the City, in the following type(s)
and amount(s):
Commercial Liabilitv Requirements: $1,000,000 occurrence /$2,000,000 aggregate (can be
combined with an Excess Liability to meet requirement). CGL is required in ALL contracts. It is
perhaps the most important of all insurance policies in a contractual relationship. It insures the
Contractor has broad liability coverage for contractual activities and for completed operations.
Commercial General Liability to include Products — Completion/OP, Personal and Advertising
Injury, Contractual Liability, Fire Damage (any one fire), and Medical Expenses (any one person).
Auto Liabilitv Requirements: $1,000,000/occurrence is needed
Workers Compensation Requirements: Statutory. If the vendor is an independent contractor with
no employees and are exempt from providing Workers' Compensation coverage, they must sign a
waiver (obtained from COL Purchasing) and include a copy of their driver's license. Employer
Liability ($1,000,000) is required with Workers Compensation.
Cvber Liabilitv Requirements: $1,000,000 of coverage is needed for
Cvber Liabilitv Technologv Errors and Omissions Requirements: $3,000,000 per claim
Crime Protection Covera�e Repuirements: Employee Dishonesty or Fidelity Bond coverage
REQUIRED in an amount equal to the maximum exposure.
• The City of Lubbock (including its officials, employees and volunteers) shall be afforded
additional insured status on a primary and non-contributory basis on all liability policies
except professional liabilities and workers' comp.
• Waivers of Subrogation are required for CGL, AL, and WC.
• To Include Products of Completed Operations endorsement.
• Carrier will provide a 30-day written notice of cancellation, 10-day written notice for non-
payment.
• Carriers must meet a A.M. Best rating of A- or better.
� Subcontractors must carry same limits as listed above.
IMPORTANT: POLICY ENDORSEMENTS
The Contractor will provide copies of the policies without expense, to the City and all
endorsements thereto and may make any reasonable request for deletion, revision, or modification
of particular policy terms, conditions, limitations, or exclusions (except where policy provisions
are established by law or regulation binding upon either of the parties hereto or the underwriter of
any of such policies). Upon such request by the City, the Contractor shall exercise reasonable
efforts to accomplish such changes in policy coverages, and shall pay the cost thereo£ Any costs
will be paid by the Contractor.
REQUIRED PROVISIONS
The Contractor agrees that with respect to the above required insurance, all insurance contracts
and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment,
the following required provisions:
a. Name the City of Lubbock and its officers, employees, and elected representatives
as additional insureds, (as the interest of each insured may appear) as to all
applicable coverage;
b. Provide for 30 days notice to the City for cancellation, nonrenewal, or material
change;
c. Provide for notice to the City at the address shown below by U.S. mail;
d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers,
employees, and elected representatives for injuries, including death, property
damage, or any other loss to the extent same may be covered by the proceeds of
insurance;
e. Provide that all provisions of this contract concerning liability, duty, and standard
of care together with the indemnification provision, shall be underwritten by
contractual liability coverage sufficient to include such obligations within applicable
policies.
�� AXO N Master Services and Purchasing Agreement for Agency
This Master Services and Purchasing Agreement ("AgreemenY') is between Axon Enterprise, Inc. ("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 will govern 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. Axon-manufactured Devices are
a subset of Axon Devices.
1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.
Any inconsistent or supplemental terms within 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 Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.
1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud
Services, and professional services.
2. 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 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon
completion of the subscription stated in the Quote ("Subscription Term").
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 or TASER 10 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 by 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. Pavment. 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. Shiapinq. 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. Warran .
7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and
materials for one (1) year from the date of Agency's receipt, except Signal Sidearm and Axon-manufactured
accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of
Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly.
Extended warranties run from the expiration of the one- (1-) year hardware warranty through the extended
warranty term.
7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any
kind, either express or implied, including without limitation the implied warranties of inerchantability,
Tit e: aster ervices an Purc asing greement etween xon an Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 1 of 24
�� AXO N Master Services and Purchasing Agreement for Agency
fitness for a particular purpose and non-infringement. Axon Devices and Services that are not
manufactured, published or perFormed by Axon ("Third-Party Products") are not covered by Axon's
warranty and are only subject to the warranties of the third-party provider or manufacturer.
7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term,
Axon's sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon-
manufactured Device, at Axon's option. A replacement Axon-manufactured Device will be new or like new.
Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of
the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.
7.3.1. If Agency exchanges an Axon 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.
7.4. 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.
7.5. Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions;
(b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or
intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other
than Axon without Axon's written permission; or (� Axon Devices with a defaced or removed serial number.
Axon's warranty will be void if Agency resells Axon Devices.
7.5.1. To the extent pennitted 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. Agency confirms and agrees that, in deciding whether to sign this Agreement, it
has not relied on any statement or representation by Axon or anyone acting on behalf of Axon
related to the subject matter of this Agreement that is not in this Agreement.
7.5.2. Axon's cumulative liability to any party for any loss or damage resulting from any claim,
demand, or action arising out of or relating to 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 twelve (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.
7.6. Online Support PlatForms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is
governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales-
term s-a nd-cond itions.
7.7. Third-Party Software and Services. Use of software or services other than those provided by Axon is
governed by the terms, if any, entered into between 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.
7.8. Axon Aid. Upon mutual agreement between Axon and Agency, Axon may provide certain products and
services to Agency, as a charitable donation under the Axon Aid program. In such event, Agency expressly
waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors,
employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but
not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the
Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Agency agrees not to
make or bring any such claim against any Releasee, and forever release and discharge all 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,
it e: aster ervices an Purc asing Agreement etween Axon an Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 2 of 24
�� AXO N Master Services and Purchasing Agreement for Agency
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 for the performance of Services described in the SOW.
Additional services are out of scope. The Parties must document scope changes in a written and signed change
order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this
Agreement by reference.
9. Axon Device Waminas. See www.axon.com/legal for the most current Axon Device warnings.
10. Desiqn Chanqes. 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 Offerinqs. 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 Riqhts. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and
suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights
to be violated.
14. IP Indemnification. Axon will indemnify Agency 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. Aqencv 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) disputes between Agency and a third-party over
Agency's use of Axon Devices; (d) ensuring 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 thirty (30) days written notice of the
breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If 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 thirty (30) days of termination. MSRP is the
standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the
standalone price of all individual components.
17. Confidentialitv. "Confidential Information" means nonpublic information designated as confidential or, given the
nature of the information or circumstances surrounding disclosure, should reasonably be understood to be
confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the
other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential
Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is
Confidential Information and competition sensitive. If 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.
it e: aster ervices an Purc asing Agreement etween xon an gency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 3 of 24
�� AXO N
1 S. General.
Maste� Services and Pu�chasing Agreement for Agency
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 PaRies.
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. Expo�t Compliance. Each Party will comply with all impo�t 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 �aw. The laws of the country, state, province, or municipality 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:
Axon Enterpris�nc.
Signature: �
Name: _ v,�t�t E. tasLv��►�Jt-.
Title: __ 1�,� _I��St)s r Gt..� ���.a�et.�rl3-t l
Date: 1L],�� 7.d,�3 _
AGENCY:
City of Lubbock
Signature: �
Name: _ T�y �
Title: May�r
Date: _ November.l4, 2023
-TiiTe: aster ervices an urc asing greA ement etween Axon an� gency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 4 of 30
�� AXO N Master Services and Purchasin A reement for A
g g gency
Axon Cloud Services Terms of Use Appendix
1. Definitions.
a. "Agency ContenY' 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.
b. "Evidence" is media or multimedia uploaded into Axon Evidence as'evidence' by an Agency. Evidence
is a subset of Agency Content.
c. "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.
d. "Personal Data" means any information relating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to
an identifier such as a name, an identification number, location data, an online identifier or to one or
more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity
of that natural person.
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. Aqencv Owns Aqencv 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. Securi . 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. Apencv Resaonsibilities. 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.
a. 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.
b. 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. Privac . 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
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 5 of 24
�� AXO N Master Services and P rchasin A r
u g g eement for Agency
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.
Axon Bodv 3 Wi-Fi Positioninq. 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. Storaae. 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 six (6) months into archival storage. Agency Content in archival storage will not
have immediate availability and may take up to twenty-four (24) hours to access.
For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a
valid Axon's Evidence.com user license; (ii) is limited to data of the law enforcement 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 Storaqe. 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. Susaension. 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 a�liates, 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 Warrantv. Axon disclaims any warranties or responsibility for data corruption or errors
before Agency uploads data to Axon Cloud Services.
12. Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Agency
purchases an OSP 7 or OSP 10 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.
a. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription
as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion
of the OSP 7 or OSP 10 Term ("Axon Records Subscription")
b. An "Update" is a generally available release of Axon Records that Axon makes available from time to
time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality,
as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features
or perForm additional functions. Upgrades exclude new products that Axon introduces and markets as
distinct products or applications.
c. New or additional Axon products and applications, as well as any Axon professional services needed to
configure Axon Records, are not included. If 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.
d. 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
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 6 of 24
�� AXO N Master Services and P r h i
u c as ng Agreement for Agency
may limit usage should the Agency exceed an average rate of one-hundred (100) GB per user per year
of uploaded files. Axon will not bill for overages.
13. Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents,
officers, volunteers, and directors), may not, or may not attempt to:
a. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services;
b. 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;
c. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or
exceeding usage limits or quotas;
d. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this
Agreement;
e. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or
graphics of Axon Cloud Services;
f. 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
g. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material;
material in violation of third-party privacy rights; or malicious code.
14. After Termination. Axon will not delete Agency Content for ninety (90) days following termination. There will be
no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve 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 ninety (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 Riqhts. 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. GovernmenYs 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.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date:8/18/2023
Page 7 of 24
�� AXO N Master Services and Purchasin A r
g g eement for Agency
Axon Customer Experience Improvement Program Appendix
Axon Customer Exqerience Improvement Proqram (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 reasonably capable of being
associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy
Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 1'. 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 Agency Content for ACEIP Purposes. Within 30 days of
receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and
will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be
capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if
Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list
of the specific type of Agency Content being used to generate 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 httas://www.axon.com/aceip and providing Agency with a mechanism
to obtain notice of that update or another commercially reasonable method to Agency designated contact)
("New Use Case").
2.2. Expiration of ACEIP Tier 1. Agency consent granted herein will expire upon termination of the Agreement. In
accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or
use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative
works which may reasonably be capable of being associated with, or could reasonably be linked directly or
indirectly to, Agency.
3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may
choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Agency Content,
in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique
' For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify
a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and
the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to
remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license
plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted
and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source
video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential
acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic
events would be extracted and all human utterances would be removed.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 8 of 24
�� AXO N Master Services and Purch i
as ng Agreement for Agency
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.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 9 of 24
�� AXO N Master Services and Purch in
as g Agreement for Agency
Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.
1. Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within six
(6) months of the Effective Date.
2. Axon Full Service (Axon Full Servicel. Axon Full Service includes advance remote project planning and
configuration support and up to four (4) consecutive days of on-site service and a professional services manager to
work with Agency to assess Agency's deployment and determine which on-site services are appropriate. If Agency
requires more than four (4) consecutive on-site days, Agency must purchase additional days. Axon Full Service
options include:
System set up and configuration
• Instructor-led setup of Axon View on smartphones (if applicable)
• Configure categories and custom roles based on Agency need
• Register cameras to Agency domain
• Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access
• One on-site session included
• Work with Agency to decide the ideal location of Docks and set configurations on Dock
• Authenticate Dock with Axon Evidence using admin credentials from Agency
• On-site assistance, not to include physical mounting of docks
Best practice implementation planning session
• Provide considerations for the establishment of video policy and system operations best practices based
on Axon's observations with other agencies
. Discuss the importance of entering metadata in the field for organization purposes and other best
practices for digital data management
. Provide referrals of other agencies using the Axon camera devices and Axon Evidence
• Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
Step-by-step explanation and assistance forAgency's configuration of security, roles & permissions, categories &
retention, and other specific settings for Axon Evidence
Axon instructor training (Train the Trainer) �� �
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training
needs after Axon has fulfilled its contractual on-site obligations
Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting
agencies
End user go-live training and support sessions
• Assistance with device set up and configuration
. Trainin on device use, Axon Evidence, and Evidence S nc
Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and
categories & roles�uide __ __ _ _ _ ___ __ __ _ ___—____ ..._
Post o-live review
3. Bodv-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and
configuration support and one (1) day of on-site Services and a professional services manager to work closely with
Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than
one (1) day of on-site Services, Agency must purchase additional on-site Services. The Axon Starter options include:
System set up and configuration (Remote Support)
• Instructor-led setup ofAxon View on smartphones (if applicable)
• Configure categories & custom roles based on Agency need
• Troubleshoot IT issues with Axon Evidence and Dock access
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 10 of 24
�� A XO N Master Service n
s a d Purchasing Agreement for Agency
Dock configuration l -
• Work with Agency to decide the ideal location of Dock setup and set configurations on Dock
• Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency
• Does not include �hysical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training
needs afterAxon's has fulfilled its contracted on-site obli ations
End user go-live training and support sessions
• Assistance with device set up and configuration
. Trainin on device use, Axon Evidence, and Evidence Sync
Implementation document nacket
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and
cate ories & roles uide
4. Bodv-Wom Camera Virtual 1-Dav Service (Axon Virtuall. Axon Virtual includes all items in the BWC Starter
Service Package, except one (1) day of on-site services.
5. CEW Services Packa4es. CEW Services Packages are detailed below:
System set up and configuration
• Configure Axon Evidence categories & custom roles based on Agency need.
• Troubleshoot IT issues with Axon Evidence.
• Register users and assign roles in Axon Evidence.
• For the CEW Full Service Package: On-site assistance included
• For the CEW Starter Package: Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project
Manager will be assigned to Agency 4-6 weeks before rollout
Best practice implementation planning session to include:
• Provide considerations for the establishment of CEW policy and system operations best practices based
on Axon's observations with other agencies
• Discuss the importance of entering metadata and best practices for digital data management
• Provide referrals to other agencies using TASER CEWs and Axon Evidence
• For the CEW Full Service Package: On-site assistance included
. For the CEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles
& permissions, categories & retention, and other specific settings for Axon Evidence
Axon Evidence Instructor training
. Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon
Evidence training needs.
• For the CEW Full Service Package: Training for up to 3 individuals at Agency
• For the CEW Starter Package: Training for up to 1 individual at Agency
TASER CEW inspection and device assignment
Axon's on-site professional services team will perForm functions check on all new TASER CEW Smart weapons
and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Package: Virtual assistance included.
6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:
Archival of CEW Firing Logs
Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW
Smart Weapons that Agency is replacing with newer Smart Weapon models.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 11 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 9 Y
Return of Old Weapons
Axon's on-site professional service team will ship all old weapons back to Axon's headquarters.
Axon will provide Agency with a Certificate of Destruction
'Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of
1-Day Device Specific Instructor Course.
7. VR Services Packa4e. VR Service includes advance remote project planning and configuration support and one (1)
day of on-site service and a professional services manager to work with Agency to assess Agency's deployment and
determine which Services are appropriate. The VR Service training options include:
System set up and configuration (Remote Support)
• Instructor-led setup ofAxon VR headset content
• Configure agency settings based on Agency need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Agency's in-house instructors who can support Agency's Axon VR CET and SIM
trainin needs after Axon's has fulfilled its contracted on-site obli ations
Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon VR CET and SIM functionality,
basic operation, and best practices
8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration
support and one (1) day of on-site Services and a professional services manager to work closely with Agency to
assess Agency's deployment and determine which Services are appropriate. If Agency's requires more than one (1)
day of on-site Services, Agency must purchase additional on-site Services. The Axon Air, On-Site training options
include:
System set up and configuration (Remote Support)
- Instructor-led setup of Axon Air App (ASDS)
• Configure agency settings based on Agency need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon Air and Axon Evidence
trainin needs after Axon's has fulfilled its contracted on-site obli ations
Classroom and practical training sessions
Step-by-step explanation and assistance for Agency's configuration of Axon Respond+ livestreaming
functionality, basic operation, and best practices
9. Axon Air, Virtual Traininq. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package,
except the practical training session, with the Axon Instructor training for up to four hours virtually.
10. Siqnal Sidearm Installation Service.
a. Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one
professional services manager and will provide train the trainer instruction, with direct assistance on the
first of each unique holstedmounting type. Agency is responsible for providing a suitable work/training
area.
b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the
basics of installation and device calibration.
11. Out of Scoae Services. Axon is only responsible to perform the professional services described in the Quote and
this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in
a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.
12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.
Axon will perForm all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon
personnel to Agency premises as work hours.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date:8/18/2023
Page 12 of 24
�� AXO N Master Services and Purchasin A reement for A n
g g ge cy
13. Access Computer Svstems to Perform Services. Agency authorizes Axon to access relevant Agency computers
and networks, solely for performing the Seniices. Axon will work to identify as soon as reasonably practicable
resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible
for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy,
completeness, and consistency of all data, materials, and information supplied by Agency.
14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices
("User pocumentation"). User pocumentation will include all required environmental specifications for the
professional services and Axon Devices to operate per the Axon Device User pocumentation. Before installation of
Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are
to be installed ("Installation Site") per the environmental specifications in the Axon Device User pocumentation.
Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon
modifies Axon Device User pocumentation for any Axon Devices under this Agreement, Axon will provide the update
to Agency when Axon generally releases it
15. Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance
Fortn") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes
Axon did not complete the professional services in substantial conformance with this Agreement, Agency must notify
Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance
Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the
signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of
the Acceptance Form, Axon will deem Agency to have accepted the professional services.
16. Aqencv Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely
responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or
corruption ofAgency's network from any cause.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 13 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 9 Y
Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
1. TAP Warrantv. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited
warranty.
2. Officer Safetv Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables
detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from
Axon.
3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").
4. TAP BWC Upqrade. IfAgency has no outstanding payment obligations and purchased TAP, Axon will provideAgency
a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP, Axon will
provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC
Upgrade will utilize the same accessories or Axon Dock.
5. TAP Dock Uqqrade. IfAgency has no outstanding payment obligations and purchased TAP, Axon will provide Agency
a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades
are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless
a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single-bay Axon Dock, the
Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency
originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like
Axon Device, at Axon's option.
6. Uaarade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation
from Agency unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the
final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term
without prior confirmation from Agency.
7. Upqrade Chanqe. If Agency wants to upgrade Axon Device models from the current Axon Device to an upgraded
Axon Device, Agency must pay the price difference between the MSRP for the current Axon Device and the MSRP
for the upgraded Axon Device. If the model Agency desires has an MSRP less than the MSRP of the offered BWC
Upgrade or pock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.
8. Return of Oriqinal Axon Device. Within thirty (30) days of receiving a BWC or pock Upgrade, Agency must return
the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon
including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices,
Axon will deactivate the serial numbers for the Axon Devices received by Agency.
9. Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may
terminate TAP or OSP. Once TAP or OSP terminates for any reason:
9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
9.2. Axon will not and has no obligation to provide the Upgrade Models.
9.3. Agency must make any missed payments due to the termination before Agency may purchase any future TAP
or OSP.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date:8/18/2023
Page 14 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 9 Y
TASER 7 Appendix
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable.
1. Dutv Cartridae Reulenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must
purchase the plan for each CEW user. A CEW user includes o�cers that use a CEW in the line of duty and those that
only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the
line of duty.
2. Trainina. If the Quote includes a training voucher, Agency must use the voucher within one (1) year of issuance, or
the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription
Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the
Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon
Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training
ContenY'), Agency may access Training Content. Axon will deliver all Training Content electronically.
3. TASER Uparade. If Agency purchases Axon's 10-year certification program for Axon's latest version of its TASER
energy weapon ("Certification Program") and has no outstanding payment obligations as of the beginning of the sixth
(6Q1) year of the Certification Program, Agency will qualify for an upgrade to any subsequent version of the Certification
Program ("CEW Upgrade"). Agency will receive the CEW Upgrade at no additional cost, only to the extent such
subsequent version of the Certification Program includes the same products or features as the Certification Program
purchased by Agency. If Agency wants to upgrade to a Certification Program that includes additional products or
features, Agency will pay the additional cost associated with such products and features. For the avoidance of doubt,
Agency is not required to upgrade to any subsequent version of the Certification Program. Axon may ship the CEW
Upgrade as scheduled in the Quote without prior confirmation from agency unless the Parties agree in writing
otherwise at least ninety (90) days in advance. If necessary to maintain compatibility among Axon Devices, within
thirty (30) days of receiving the CEW Upgrade, Agency must, if requested by Axon, return all hardware and related
accessories received in connection with the Certification Program to Axon. In such event, Agency must ship batteries
via ground shipping or in accordance with federal regulations in place at the time of the return. Axon will pay shipping
costs for the return if Agency uses Axon's RMA process.
4. Extended Warrantv. If the Quote includes an extended warranty, the extended warranty coverage period warranty
will be for a five- (5-) year term, which includes the hardware manufacturer's warranty plus the four- (4-) year extended
term.
5. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that
discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated
with the discount ("Trade-In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping
costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Agency the
value of the trade-in credit. Agency may not destroy Trade-In Units and receive a trade-in credit.
A enc Size Days to Return from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
6. TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on
shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 start date.
7. Access Ri4hts. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use
Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7
Subscription Term. Agency may not exceed the number of end users the Quote specifies.
8. Privacv. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or
administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for
Agency Content, so Agency may file an objection with the court or administrative body.
9. Termination. If payment for TASER 7 is more than thirty (30) days past due, Axon may terminate Agency's TASER
7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination:
9.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 15 of 24
�� AXO N Master Services and Purchasin A reem n f
g g e t or Agency
9.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating
for non-appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster,
dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination.
9.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed
to purchase any future TASER 7 plan.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 16 of 24
�� A XO N Master Services n P r h '
a d u c asing Agreement for Agency
Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.
1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's
Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto-
populate Axon video meta-data with a case ID, category, and location-based on data maintained in Agency's CAD or
RMS.
2. Suaport. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote
support at no additional charge. Axon will provide free support due to a change in Axon Evidence, ifAgency maintains
an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because
Agency changes its CAD or RMS.
3. Chanaes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope.
The Parties must document scope changes in a written and signed change order. Changes may require an equitable
adjustment in fees or schedule.
4. Aqencv Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:
4.1. Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including
remote access if possible);
4.2. Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks
related to Axon's perFormance of Auto-Tagging Services;
4.3. Provide access to the premises where Axon is perForming Auto-Tagging Services, subject to Agency safety and
security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to
perform Auto-Tagging Services;
4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration)
necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly install and implement any software updates provided by Axon;
4.6. Ensure that all appropriate data backups are performed;
4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8. Provide Axon with remote access to Agency's Axon Evidence account when required;
4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency;
and
4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and
up-to-date documentation and information to Axon.
5. Access to Svstems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD
or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information
Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any
problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency
of all data, materials, and information supplied by Agency.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 17 of 24
�� AXO N Master Services and Purchasin A reement f r A
g g o gency
Axon Fleet Appendix
If Axon Fleet is included on the Quote, this Appendix applies.
1. Agency Responsibilities.
19. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet
2 or Axon Fleet 3(collectively, "Axon FIeeY') as established by Axon during the qualifier call and on-site
assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the
Quote is subject to change.
20. Agency is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon
Fleet systems into Agency vehicles. Agency is responsible for making available all vehicles for which installation
services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available
may require an equitable adjustment in fees or schedule.
2. Cradleaoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with CradlepoinYs end
user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If
Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
3. Third-partv Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if
such failure results from installation not performed by, or as directed by Axon.
4. Wireless Offload Server.
4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless
Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data
communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start
of the Axon Evidence Subscription.
4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b)
reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or
allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS
in whole or part; (e) use trade secret information contained in WOS; (� resell, rent, loan or sublicense WOS;
(g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS;
or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and
trademark notices) of Axon or Axon's licensors on or within WOS.
4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS
("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate Internet access to receive WOS Updates and
maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.
4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward
servers solely for troubleshooting and maintenance.
5. Axon Vehicle Software.
5.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL
or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing
Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term
begins upon the start of the Axon Evidence Subscription.
5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle
Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive
the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software
to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade
secret information contained in Axon Vehicle Software; (� resell, rent, loan or sublicense Axon Vehicle
Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features,
functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary
rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle
Software.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date:8/18/2023
Page 18 of 24
�� AXO N Master Services and Purchasin A reemen f r A
g g t o gency
6. Acceatance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with
Axon Fleet, within seven (7) days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer,
said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and
software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon
indicating acceptance or denial of said deliverables.
7. Axon Fleet Uqarade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology
Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet
Upgrade") as scheduled on the Quote.
7.1. If Agency would like to change models for the Auon Fleet Upgrade, Agency must pay the difference between
the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP
in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and
installation of the Axon Fleet Upgrade.
7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to
Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of
the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will
deactivate the serial numbers for the Axon Devices received by Agency.
8. Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination:
8.1. Axon Fleet subscription coverage terminates, and no refunds will be given.
8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade.
8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed
to purchase any future Fleet TAP.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 19 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 9 Y
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.
1. Axon Resqond Subscriqtion Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon
Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions
Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription
begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the
Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription
associated with Axon Respond.
2. Scoae of Axon Resaond. The scope of Axon Respond is to assist Agency with real-time situational awareness
during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon
Respond outside this scope, Axon may initiate good-faith discussions with Agency on upgrading Agency's Axon
Respond to better meet Agency's needs.
3. Axon Bodv 3 LTE Reauirements. Axon Respond is only available and usable with an LTE enabled body-worn
camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is
unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a
carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's
consent.
4. Axon Fleet 3 LTE Reauirements. Axon Respond is only available and usable with a Fleet 3 system configured with
LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability
of LTE service is subject to Agency's LTE carrier.
5. Axon Resaond Service Limitations. Agency acknowledges that LTE service is made available only within the
operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities
limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely
affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage
in a service area, and other causes reasonably outside of the carrier's control such as intentional or negligent acts of
third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades,
relocations, repairs, and other similar activities necessary for the proper or improved operation of service.
5.1. With regard to Axon Body 3, Partner networks are made available as-is and the carrier makes no warranties
or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier
will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly
understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service
provider or its affiliates or contractors and Agency is not a third-party beneficiary of any agreement between
Axon and the underlying carrier.
6. Termination. Upon termination of this Agreement, or ifAgency stops paying forAxon Respond or bundles that include
Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 20 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 g y
Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon PerFormance are included on
the Quote.
1. Subscription Term. If Agency purchases Axon Community Request, Axon Redaction Assistant, or Axon
Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or
OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, orAxon Performance
to Agency.
1.1. If Agency purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a
standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon
Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date.
1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add-
on.
2. Axon Communitv Request Stora4e. ForAxon Community Request, Agency may store an unlimited amount of data
submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post-termination
provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.
3. Performance Auto-Taqqinq Data. In order to provide some features of Axon Performance to Agency, Axon will need
to store call for service data from Agency's CAD or RMS.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 21 of 24
�� AXO N Master Services and Purchasin A reement for A enc
9 9 9 Y
Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.
1. Subscriqtion Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services
subscription, the subscription begins on the later of the (1) start date of the bundle orAxon Cloud Services license
term, or (2) date Axon provisions Axon Auto-Transcribe to Agency. If Agency purchases Axon Auto-Transcribe
minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Agency.
1.1. If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of
time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.
2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes, Agency may utilize
Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Agency will not have the ability to roll
over unused minutes to future Auto-Transcribe terms. Axon may charge Agency additional fees for exceeding the
number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by
Axon.
3. Axon Unlimited Transcribe. Upon Axon granting Agency an Unlimited Transcribe subscription to Axon Auto-
Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe
includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room,
Axon Fleet, Axon Citizen, or third-party transcription, transcription must be requested on demand. Notwithstanding
the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will
not bill for overages.
4. Warran . Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 22 of 24
�� AXO N Master Services and Purchasin A reement for A
g g gency
Axon Application Programming Interface Appendix
This Appendix applies if Axon's API Services are included on the Quote.
1. Definitions.
1.1. "API Client" means the software that acts as the interface between Agency's computer and the server, which
is already developed or to be developed by Agency.
1.2. "API Interface" means software implemented by Agency to configure Agency's independent API Client
Software to operate in conjunction with the API Service for Agency's authorized Use.
1.3. "Axon Evidence PartnerAPl, API orAxon API" (collectively "API Service") meansAxon'sAPI which provides
a programmatic means to access data in Agency's Axon Evidence account or integrate Agency's Axon
Evidence account with other systems.
1.4. "Use" means any operation on Agency's data enabled by the supported API functionality.
2. Purqose and License.
2.1. Agency may use API Service and data made available through API Service, in connection with an API Client
developed by Agency. Axon may monitorAgency's use ofAPl Service to ensure quality, improve Axon devices
and services, and verify compliance with this Agreement. Agency agrees to not interfere with such monitoring
or obscure from Axon Agency's use of API Service. Agency will not use API Service for commercial use.
2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and
license during the Term to use API Service, solely for Agency's Use in connection with Agency's API Client.
2.3. Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota on operations,
to ensure stability and availability of Axon's API. Axon will use reasonable efforts to accommodate use beyond
the designated limits.
3. Confipuration. Agency will work independently to configure Agency's API Client with API Service for Agency's
applicable Use. Agency will be required to provide certain information (such as identification or contact details) as
part of the registration. Registration information provided to Axon must be accurate. Agency will inform Axon promptly
of any updates. Upon Agency's registration, Axon will provide documentation outlining API Service information.
4. Aqencv Resqonsibilities. When using API Service, Agency and its end users may not:
4.1. use API Service in any way other than as expressly permitted under this Agreement;
4.2. use in any way that results in, or could result in, any security breach to Axon;
4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any
items of a destructive nature to Axon Devices and Services;
4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks
providing API Service;
4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service
or any related software;
4.6. create an API InterFace that functions substantially the same as API Service and offer it for use by third parties;
4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals
or entities to create links to API Service;
4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;
4.9. make available to a third-party, any token, key, password or other login credentials to API Service;
4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or
4.11. disclose Axon's API manual.
5. API Content. All content related to API Service, other than Agency Content or Agency's API Client content, is
considered Axon's API Content, including:
5.1. the design, structure and naming of API Service fields in all responses and requests;
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023 Page 23 of 24
�� AXO N Master Service P
s and urchasing Agreement for Agency
5.2. the resources available within API Service for which Agency takes actions on, such as evidence, cases, users,
or reports;
5.3. the structure of and relationship of API Service resources; and
5.4. the design of API Service, in any part or as a whole.
6. Prohibitions on API Content. Neither Agency nor its end users will use API content returned from the API Interface
to:
6.1
�
scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer
than permitted by the cache header;
copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or
sublicense to any third-party;
6.3. misrepresent the source or ownership; or
6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark
notices).
7. API Uqdates. Axon may update or modify the API Service from time to time ("API Update"). Agency is required to
implement and use the most current version of API Service and to make any applicable changes to Agency's API
Client required as a result of such API Update. API Updates may adversely affect how Agency's API Client access or
communicate with API Service or the API Interface. Each API Client must contain means for Agency to update API
Client to the most current version of API Service. Axon will provide support for one (1) year following the release of
an API Update for all depreciated API Service versions.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 19.0
Release Date: 8/18/2023
Page 24 of 24