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Axon Police Evidence Contract
AXON Meridian Police Dept. - Axon Sales Representative Jessica Duncan 3/22/2018 Q-159683-43181.587JD jduncan@axon.com � kx, AXON Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale , Arizona , 85255 United States Phone: (800) 978-2737 Sales Representative: Jessica Duncan Phone: Email: jduncan@axon.com Fax: BILL TO: Meridian Police Dept. - ID 1401 E. Watertower Avenue Meridian, ID 83642 US Year 1 -10/1/2018 - 9/30/2019 Item Description Axon Plans & Packages 80082 UNLIMITED BWC BUNDLE: YEAR 1 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80052 CAD/RMS SERVICE ADD-ON: YEAR 1 PAYMENT 0.00 TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 468.00 468.00 PAYMENT Year 2 -10/1/2019 - 9/30/2020 QUOTE: Q-159683-43181.587JD Primary Contact: Scott Colaianni (208) 846-7323 scolaianni@meridiancity.org SHIP TO: Scott Colaianni Meridian Police Dept. - ID 1401 E. Watertower Avenue Meridian, ID 83642 US Item Description Axon Plans & Packages 80083 UNLIMITED BWC BUNDLE: YEAR 2 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80053 CAD/RMS SERVICE ADD-ON: YEAR 2 PAYMENT Quote Expiration: 05/31/2018 Start Date: 10/01/2018 Payment Terms: Net 30 Delivery Method: Fedex - Ground Quantity List Unit Net Unit Price Total (USD) Price 95 948.00 813.55 77,287.25 3,800 0.00 0.00 0.00 25 468.00 468.00 11,700.00 750 0.00 0.00 0.00 120 180.00 180.00 21,600.00 17 336.00 336.00 5,712.00 Subtotal 116,299.25 Estimated Shipping 0.00 Taxes 0.00 Total 116,299.25 List Unit Quantity Net Unit Price Total (USD) Price 95 948.00 948.00 90,060.00 3,800 0.00 0.00 0.00 25 468.00 468.00 11,700.00 750 0.00 0.00 0.00 120 180.00 180.00 21,600.00 Q-159683-43181.587JID 2 Year 2 -10/1/2019 - 9/30/2020 (Continued) Item Description Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages (Continued) 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 17 336.00 336.00 5,712.00 PAYMENT Subtotal 129,072.00 Taxes 0.00 Total 129, 072.00 Year 3 -10/1 /2020 - 9/30/2021 Item Description Quantity Axon Plans & Packages 0.00 80084 UNLIMITED BWC BUNDLE: YEAR 3 PAYMENT 95 85110 EVIDENCE.COM INCLUDED STORAGE 3,800 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 25 85110 EVIDENCE.COM INCLUDED STORAGE 750 80054 CAD/RMS SERVICE ADD-ON: YEAR 3 PAYMENT 120 TASER ASSURANCE PLAN DOCK 2 ANNUAL 0.00 87026 Total 17 PAYMENT Year 4 10/1 /2021 - 9/30/2022 Item Description Quantity Axon Plans & Packages 0.00 80085 UNLIMITED BWC BUNDLE: YEAR 4 PAYMENT 95 85110 EVIDENCE.COM INCLUDED STORAGE 3,800 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 25 85110 EVIDENCE.COM INCLUDED STORAGE 750 80055 CAD/RMS SERVICE ADD-ON: YEAR 4 PAYMENT 120 TASER ASSURANCE PLAN DOCK 2 ANNUAL 0.00 87026 Total 17 PAYMENT Year 5 -10/1 /2022 - 9/30/2023 Item Description Quantity Axon Plans & Packages 80086 UNLIMITED BWC BUNDLE: YEAR 5 PAYMENT 95 85110 EVIDENCE.COM INCLUDED STORAGE 3,800 Q -159683-43181.587J D 3 List Unit Price Net Unit Price Total (USD) 948.00 948.00 90,060.00 0.00 0.00 0.00 468.00 468.00 11,700.00 0.00 0.00 0.00 180.00 180.00 21,600.00 336.00 336.00 5,712.00 Subtotal 129,072.00 Taxes 0.00 Total 129,072.00 List Unit Net Unit Price Total (USD) Price 948.00 948.00 90,060.00 0.00 0.00 0.00 468.00 468.00 11,700.00 0.00 0.00 0.00 180.00 180.00 21,600.00 336.00 336.00 5,712.00 Subtotal 129,072.00 Taxes 0.00 Total 129,072.00 List Unit Price Net Unit Price Total (USD) 948.00 948.00 90,060.00 0.00 0.00 0.00 Year 5 -10/1/2022 - 9/30/2023 (Continued) Item Description Quantity Axon Plans & Packages (Continued) 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 25 85110 EVIDENCE.COM INCLUDED STORAGE 750 80056 CAD/RMS SERVICE ADD-ON: YEAR 5 PAYMENT 120 87026 TASER ASSURANCE PLAN DOCK 2 ANNUAL 17 PAYMENT 10/1/2023-4/30/2024 Item Description Axon Plans & Packages 80056 CAD/RMS SERVICE ADD-ON: YEAR 5 PAYMENT 180.00 TASER ASSURANCE PLAN DOCK 2 ANNUAL 87026 336.00 336.00 PAYMENT 80086 UNLIMITED BWC BUNDLE: YEAR 5 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE Quantity 120 17 95 3,800 25 750 Q-159683-43181.5871 D 4 List Unit Price Net Unit Price Total (USD) 468.00 468.00 11,700.00 0.00 0.00 0.00 180.00 180.00 21,600.00 336.00 336.00 5,712.00 0.00 Subtotal 129,072.00 0.00 Taxes 0.00 Total 129,072.00 List Unit Price Net Unit Price Total (USD) 105.00 105.00 12, 600.00 196.00 196.00 3,332.00 553.00 553.00 52,535.00 0.00 0.00 0.00 273.00 273.00 6,825.00 0.00 0.00 0.00 Subtotal 75,292.00 Taxes 0.00 Total 75,292.00 Grand Total 1 707,879.25 �� AXON Discounts (USD) Quote Expiration: 05/31/2018 List Amount 720,652.00 Discounts 12,772.75 Total 707,879.25 *Total excludes applicable taxes and shipping Summary of Payments Payment Amount (USD) Year 1 - 10/1/2018 - 9/30/2019 116,299.25 Year 2 - 10/1/2019 - 9/30/2020 129,072.00 Year 3 - 10/1/2020 - 9/30/2021 129,072.00 Year 4 10/1/2021 - 9/30/2022 129,072.00 Year 5 - 10/1/2022 - 9/30/2023 129,072.00 10/1/2023-4/30/2024 75,292.00 Grand Total 707,879.25 Q-159683-43181.587) D Notes This quote terminates contracts 9257 (Q-86199 and Q-104623) and 3283 (Q-21595, Q-29906, Q-90060, Q-104610, Q-133907) and their respective TAP contracts and begins anew 67 month term. A credit for previously paid services in the amount of $12,772.74 has been applied to year one, this credit is contingent on a 10/1/2018 start date and all outstanding invoices paid in full Hardware from prior contracts will continue to be covered under warranty and TAP contract created from this quote. This existing hardware will be allotted 3 TAP refreshes, the first in June of 2019 and two more in 30 and 60 month increments from that refresh. Axon's Sales Terms and Conditions By signing this document, you certify that you have read and agree to the provisions set forth in this document and Axon's Master Services and Purchasing Agreement (MSPA), posted at httas://www.axon.com/legal/sales-terms-and-conditions, as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. You represent that you are legally authorized to sign this Agreement on behalf of your entity. If you do not have this authority, please do not sign this document. Signature: Name (Print): E j -r-` L n ✓a PO# (Or write N/A): Date: -5- 7 - .2618 Title: C i -t 1 e th Please sign and email to Jessica Duncan at jduncan@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buv.axon.com Quote: Q-159683-43181.587JD Protect Life'© and TASERO are registered trademarks of Axon Enterprise, Inc, registered in the U.S. @ 2013 Axon Enterprise, Inc. All rights reserved. Q-159683-43181.5871 D L. AXON Master Services and Purchasing Agreement This Master Services and Purchasing Agreement (the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and Meridian Police Department (Agency, Party or collectively Parties), is entered into the later of (a) the last signature date on this Agreement, or (b) the signature date on the quote (the Effective Date). This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon Products and Services as detailed in Quote #Q-159683 (the Quote), which is hereby incorporated by reference. As of October 1, 2018, this Agreement also terminates the following quotes and their respective existing Technology Assurance Plan (TAP) contract and begins a new 67 -month term: Q-86199, Q-104623, Q- 21595, Q-29906, Q-90060, Q-104610, and Q-133907 ("Prior Quotes"). A credit for previously paid services in the amount of $12,772.74 ("Credit") has been applied to year one of the Quote. This is also reflected on p.5 of the Quote as a "Discount". The Credit is contingent upon: (1) a start date of October 1, 2018, and (2) the Agency paying all outstanding invoices in full. The hardware from the Prior Quotes will continue to be covered under warranty under the TAP Appendix terms in this Agreement. The existing hardware under the Prior Quotes will be allotted 3 TAP upgrades, as further described in the TAP Appendix. These upgrades will occur at the following times: June 2019, December 2021, and June 2024. In consideration of this Agreement, the Parties agree as follows: Term. This Agreement will commence on the Effective Date and will remain in full force and effect until terminated by either Party. The Agency may renew the terms and conditions of this Agreement for an additional 5 years upon the execution of a new pricing Quote. New products and services may require additional terms and conditions. Axon services will not be authorized until a signed Quote or Purchase Order is accepted by Axon, whichever is first. 2 Definitions. "Confidential Information" means all nonpublic information disclosed by Axon, Axon affiliates, business partners of Axon or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. "Evidence.com Service" means Axon web services for Evidence.com, the Evidence.com site, Evidence Sync software, Axon Capture App, Axon View App, other software, maintenance, storage, and any product or service provided by Axon under this Agreement for use with Evidence.com. This does not include any third -parry applications, hardware warranties, or my.evidence.com services. "Products" means all hardware, software, cloud based services, and software maintenance releases and updates provided by Axon under this Agreement. "Quote" is Quote # Q-159683. The Quote is an offer to sell, and is valid only for products and services listed on the quote at prices on the quote. Any terms and conditions contained within the Agency's purchase order in response to the Quote will be null and void and shall have no force or effect. Axon is not responsible for pricing, typographical, or other errors in any offer by Axon and Axon reserves the right to cancel any orders resulting from such errors. Tllle: Mauer Servlcce and P—h.ing Agreement between Axon end Ag.eq Department SeledCutemer S..!- Page 1 of 16 Ve"W:4.0 Releam De le: 41111018 44k,k, AXON "Services" means all services provided by Axon pursuant to this Agreement. 3 Payment Terms. Axon invoices upon shipment, unless otherwise specified in the Quote. Invoices are due to be paid within 30 days of the date of invoice, unless otherwise specified by Axon. All orders are subject to prior credit approval. Payment obligations are non -cancelable, fees paid are non-refundable, and all amounts payable will be made without setoff, deduction, or withholding. If a delinquent account is sent to collections, the Agency is responsible for all collection and attorneys' fees. In the event the Agency chooses a phased deployment for the Products in the Quote, the Quote pricing is subject to change if the phased deployment changes. 4 Taxes. Unless Axon is provided with a valid and correct tax exemption certificate applicable to the purchase and ship -to location, the Agency is responsible for sales and other taxes associated with the order. 5 Shipping: Title: Risk of Loss: Re-jection. Axon reserves the right to make partial shipments and Products may ship from multiple locations. All shipments are FOB Shipping Point via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by Axon. The Agency is responsible for any shipping charges on the Quote. Shipping dates are estimates only. The Agency may reject Products that do not match the Products listed in the Quote, are damaged, or non-functional upon receipt (Nonconforming Product) by providing Axon written notice of rejection within 10 days of shipment. In the event the Agency receives a Nonconforming Product, the Agency's sole remedy is to return the Product to Axon for repair or replacement as further described in the Warranties Section. Failure to notify Axon within the 10 -day rejection period will be deemed as acceptance of Product. 6 Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7 Warranties. 7.1 Hardware Limited Warranty. Axon warrants that its law enforcement hardware Products are free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1 -year limited warranty term plus the term of the extended warranty measured from the date of expiration of the 1 -year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated properly. Axon -manufactured accessories are covered under a limited 90 -DAY warranty from the date of receipt. Non -Axon manufactured accessories, including all Apple and Android devices, are covered under the manufacturer's warranty. In the event of a warranty claim for an Apple or Android device, the Agency should contact the manufacturer. If Axon determines that a valid warranty claim is received within the warranty period, as further described in the Warranty Limitations section, Axon agrees to repair or replace the Product. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. 7.2 Warranty Limitations. 7.2.1 The warranties do not apply to and Axon will not be responsible for any loss, data Tld.: M.v.r S.rvlc.. end Pu hndng Agreement belie A... end Ag. y D.pertm.nt SoledCwtomer Servfro Page 2 of 16 v.n,lon: 1.0 H...... Det.: 4!2!2016 AXON loss, damage, or other liabilities arising from damage; (a) from failure to follow instructions relating to the Product's use; (b) caused by use with non -Axon products or from the use of cartridges, batteries or other components that are not manufactured or recommended by Axon; (c) caused by abuse, misuse, intentional or deliberate damage to the Product, or force majeure; (d) to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) to any Axon Product whose serial number has been removed or defaced. 7.2.2 To the extent permitted by law, the warranties and the remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. 7.2.3 Axon's cumulative liability to any Party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon Product will not exceed the purchase price paid to Axon for the Product or if for Services, the amount paid for such Services over the prior 12 months preceding the claim. In no event will either Party be liable for any direct, special, indirect, incidental, exemplary, punitive or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 7.3 Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product that Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. 7.3.1 For warranty return and repair procedures, including troubleshooting guides, please go to Axon's websites www.axon.com/support or www.evidence.com, as indicated in the appropriate Product user manual or quick start guide. 7.3.2 Before delivering Product for warranty service, it is the Agency's responsibility to upload the data contained in the Product to the Evidence.com Service or download the Product data and keep a separate backup copy of the contents. Axon is not responsible for any loss of software programs, data, or other information contained on the storage media or any other part of the Product. 7.3.3 A replacement Product will be new or like new and have the remaining warranty period of the original Product or 90 days from the date of replacement or repair, whichever period is longer. When a Product or part is exchanged, any replacement item becomes Agency's property and the replaced item becomes Axon's property. Product Warnings. See Axon's website at www.axon.com/legal for the most current Axon product warnings. 9 Design Changes. Axon reserves the right to make changes in the design of any of Axon's products and services without incurring any obligation to notify the Agency or to make the same change to Tflle: Martet Sorvlaae end Purchealn0 Agreementbet eon Aeonend A9.n y Depamm a SaleNLuet.— Servfee Page 3 of 16 Venlan: 1,0 Release Date: IJffi010 L. AXON products and services previously purchased. 10 Insurance. Axon will maintain, at Axon's own expense and in effect during the Term, Commercial General Liability Insurance, and Workers' Compensation Insurance and Commercial Automobile Insurance, and will furnish certificates of insurance or self-insurance upon request. 11 Indemnification. Axon will indemnify and defend the Agency's officers, directors, and employees (Agency Indemnitees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct of Axon under or related to this Agreement, except in the case of negligent acts, omissions or willful misconduct of the Agency or claims that fall under Workers Compensation coverage. 12 IP Rights. Axon owns and reserves all right, title, and interest in the Axon Products and Services, and related software, as well as any suggestions made to Axon. 13 IP Indemnification. Axon will defend, indemnify, and hold the Agency Indemnitees harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third -party claim alleging that use of Axon Products or Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. The Agency must provide Axon with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon's expense, and cooperate fully with Axon in the defense or settlement of such a claim. Axon has no liability to the Agency or any third party if any alleged infringement or claim of infringement is to any extent based upon: (a) any modification of the Evidence.com Service by the Agency or any third party not approved by Axon; (b) use of the Evidence.com Service in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Service other than as permitted under this Agreement or in a manner for which it was not intended; or (d) the use of other than the most current release or version of any software provided by Axon as part of or in connection with the Evidence.com Service. Nothing in this Section will affect any warranties in favor of the Agency that are otherwise provided in or arise out of this Agreement. 14 Agency Responsibilities. The Agency is responsible for (i) use of Axon Products (including any activities under the Agency Evidence.com account and use by Agency employees and agents), (ii) breach of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (iii) Agency Content or the combination of Agency Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of Axon Products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Service, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Service. 15 Termination. 15.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the THIO: Mwor S-1cue and Purchafing Agmemonlbalwoon Axon and Agency Depadmenb SeladCmlomer S.M. Page 4 of 16 VeMen; 4.0 Relaato Data: 4!112018 {AXON other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30 -day notice period. In the event that the Agency terminates this Agreement due to Axon's failure to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis from the date of notice of termination. 15.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the Agency's then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the Agency's then current fiscal year, or as soon as reasonably practicable under the circumstances. 15.3 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings, Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment, Software Services Warranty, IP Rights and License Restrictions will continue to apply in accordance with their terms. If the Agency purchases Products for a value less than the Manufacturer's Suggested Retail Price (MSRP) and this Agreement is terminated before the end of the term then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid for; or (b) only in the case of termination for non - appropriations, return the Products to Axon within 30 days of the date of termination. For bundled Products, the MSRP is the value of all standalone components of the bundle. 16 General. 16.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of either Party's Confidential Information. Except as required by applicable law, neither Party will disclose either Partys Confidential Information during the Term or at any time during the 5 -year period following the end of the Term. Unless the Agency is legally required to disclose Axon's pricing, all Axon pricing is considered confidential and competition sensitive. To the extent required by law, Agency will provide notice to Axon prior to any such disclosure. Notwithstanding the above, Axon retains the right to publicly announce information pertaining to this Agreement. As a publicly traded company, Axon has a duty to provide shareholders with information on material agreements. 16.2 Excusable delays. Axon will use commercially reasonable efforts to deliver all Products and Services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon's reasonable control, Axon has the right to delay or terminate the delivery with reasonable notice. 16.3 Force Majeure. Neither Parry will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Parties' Title: McA-5-1—end P—he&g Agreement bo.—A—end Ap -y pePedmen snlewc d.—S-1- Page 5 of 16 Vonlon: 1,0 Release Mo: IM018 Jk&, AXON reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. 16.4 Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 16.5 Independent Contractors. The Parties are independent contractors. Neither Party, nor any of their respective affiliates, has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 16.6 No Third -Party Beneficiaries. This Agreement does not create any third -party beneficiary rights in any individual or entity that is not a party to this Agreement. 16.7 Non-discrimination and Equal Opportunity. During the performance of this Agreement, neither the Parties nor the Party's employees will discriminate against any person, whether employed by a Party or otherwise, on the basis of basis of race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. In all solicitations or advertisements for employees, agents, subcontractors or others to be engaged by a Party or placed by or on behalf of a Party, the solicitation or advertisement shall state all qualified applicants shall receive consideration for employment without regard to race, color, religion, gender, age, national origin, handicap, marital status, or political affiliation or belief. 16.8 U.S. Government Rights. Any Evidence.com Service provided to the U.S. Government as "commercial items," "commercial computer software," "commercial computer software documentation," and "technical data" will have the same rights and restrictions generally applicable to the Evidence.com Service. If the Agency is using the Evidence.com Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, the Agency will immediately discontinue use of the Evidence.com Service. The terms "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data" are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 16.9 Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re- import, export, and re-export control laws and regulations. 16.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Axon may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to an affiliate or subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and Tide: Master Sornkgon oe and Puatasing Agreement between Axon end Ary Uepettn.nt SeleslC.0orn.r S-A. Page 6 of 16 Venian: 4.0 lialoase Oaie: 4fH1018 �1 AXON their respective successors and assigns. 16.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of the provision nor limit the Party's right to enforce the provision at a later time. 16.12 Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 16.13 Governing Law; Venue. The laws of the state where the Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 16.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be in the English language. Notices provided by posting on the Agency's Evidence.com site will be effective upon posting and notices provided by email will be effective when the email was sent. Notices provided by personal delivery will be effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Attn: Contracts 17800 N. 85th Street Scottsdale, Arizona 85255 contracts@axon.com Agency: Meridian City Clerk 33 E. Broadway Avenue Meridian, ID 83642 16.15 Entire Agreement. This Agreement, including the Appendices attached hereto, and the Quote provided by Axon, represents the entire agreement between the Parties, except that it is the intent of the Parties that this Agreement shall act as a master agreement governing all subsequent purchases by Agency of Axon products, and all subsequent quotes for the same products or services accepted by Agency shall also be incorporated by reference as a Quote. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. If Axon provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict. 16.16 Counterparts. If this Agreement form requires the signatures of the Parties, then this Agreement may be executed by electronic signature in multiple counterparts, each of which is considered an original. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories, whose signatures appear below, have been and are, on the date of signature, duly authorized to execute this Agreement. Tide:Mader S-1— end P—heoing Ag—...t hot—. Avon and Agency Npadmenc S.I-ICUA.—S-A- Page 7 of 16 VZ.1-: 4.0 Release Data: ArM018 4k,k-,AXON Axon Enterprise, Inc. Signature: Name: Nober-t f) r�SC.G1\ Title: V o+ Date; 112 1701$ Meridian Police Department Signature: /1 X�� Name: Jeff Lav y Title: Chief of Police Date:5-- 7-�70� CITY OF ME Signatur Name: Tarr�mjWyeerd Title: Mayor Date: 6 / l !� / —V/ ATTEST: Signal Name Title: Date: Title: Neater Servlcw and PUmhaeing Agfeementbetween Axon and Agency Department Salesf temel semis Page 8 of 16 VeZWent 4.0 oeao Data: AW01E Evidence.com Terms of Use Appendix 1 Evidence.com Subscription Term. The Evidence.com Subscription Term will begin after shipment of the Axon body worn cameras. If shipped in 1 st half of the month, the start date is on the list of the following month. If shipped in the last half of the month, the start date is on the 15th of the following month. For phased deployments, the Evidence.com Subscription begins upon the shipment of the first phase. For purchases that consist solely of Evidence.com licenses, the Subscription will begin upon the Effective Date. 2 Access Rights. "Agency Content" means software, data, text, audio, video, images or other Agency content or any of the Agency's end users (a) run on the Evidence.com Service, (b) cause to interface with the Evidence.com Service, or (c) upload to the Evidence.com Service under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. Upon the purchase or granting of a subscription from Axon and the opening of an Evidence.com account, the Agency will have access and use of the Evidence.com Service for the storage and management of Agency Content during the Evidence.com Subscription Term. The Evidence.com Service and data storage are subject to usage limits. The Evidence.com Service may not be accessed by more than the number of end users specified in the Quote. If Agency becomes aware of any violation of this Agreement by an end user, the Agency will immediately terminate that end user's access to Agency Content and the Evidence.com Services. For Evidence.com Lite licenses, the Agency will have access and use of Evidence.com Lite for only the storage and management of data from TASER CEWs and the TASER CAM during the subscription Term. The Evidence.com Lite Service may not be accessed to upload any non-TASER CAM video or any other files. 3 Agency Owns Agency Content. The Agency controls and owns all right, title, and interest in and to Agency Content and except as otherwise outlined herein, Axon obtains no interest in the Agency Content, and the Agency Content are not business records of Axon. The Agency is solely responsible for the uploading, sharing, withdrawal, management and deletion of Agency Content. Axon will have limited access to Agency Content solely for providing and supporting the Evidence.com Service to the Agency and Agency end users. The Agency represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users' use of Agency Content or the Evidence.com Service will violate this Agreement or applicable laws. 4 Evidence.com Data Security. 4.1. Generally. Axon will implement commercially reasonable and appropriate measures designed to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive Information Security Program (ISP) that includes logical and physical access management, vulnerability management, configuration management, incident monitoring and response, encryption of digital evidence uploaded, security education, risk management, and data protection. The Agency is responsible for maintaining the security of end user names and passwords TAbo M. W S—k.s mA Pw0a.1.9 Agr.. W I»I— A... .m Ag—V Page 9 of 16 U.P.rtn.nl' S.IOJCV/lOm.r$wVlc. : :... Re U.,.:.:knw 4IL301p and taking steps to maintain appropriate security and access by end users to Agency Content. Login credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other entity or person. The Agency agrees to be responsible for all activities undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end users that result in unauthorized access to the Agency account or Agency Content. Audit log tracking for the video data is an automatic feature of the Services that provides details as to who accesses the video data and may be downloaded by the Agency at any time. The Agency shall contact Axon immediately if an unauthorized third parry may be using the Agency account or Agency Content or if account information is lost or stolen. 4.2. FBI CJIS Security Addendum. Axon agrees to the terms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal justice Information Services (CJIS) Security Addendum for the Term of this Agreement. 5 Axon's Support. Axon will make available updates as released by Axon to the Evidence.com Services. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. 5.1. Support of Android Applications, For Android applications, including Axon View, Axon Device Manager, and Axon Capture, Axon will use reasonable efforts to continue supporting previous version of such applications for 45 days after the change. In the event Agency does not update their Android application to the most current version within 45 days of release, Axon may disable the application or force updates to the non -supported application. 6 Data Privacy. Axon will not disclose Agency Content or any information about the 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 the Agency may file an objection with the court or administrative body. The Agency agrees to allow Axon access to certain information from the Agency in order to; (a) perform troubleshooting services upon request or as part of Axon's regular diagnostic screenings; (b) enforce this agreement or policies governing use of Evidence.com Services; or (c) perform analytic and diagnostic evaluations of the systems. 7 Data Storage. Axon will determine the locations of the data centers in which Agency Content will be stored and accessible by Agency end users. For United States customers, Axon will ensure that all Agency Content stored in the Evidence.com Services remains within the United States, including any backup data, replication sites, and disaster recovery sites. Axon may transfer Agency Content to third parties for the purpose of storage of Agency Content. Third party subcontractors responsible for storage of Agency Content are contracted by Axon for data storage services. Ownership of Agency Content remains with the Agency. For use of an Unlimited Evidence.com License, unlimited data may be stored in the Agency's Evidence.com account only if the data originates from an Axon Body Worn Camera or Axon Capture device. Axon reserves the right to charge additional fees for exceeding purchased storage amounts or for Axon's assistance in the downloading or exporting of Tltla: Nail., S.M.....d PW h.,l.g ggroo t biMoen A... o.d gg.nry Page 10 of 16 Dop.mnant: S.lo✓Cp.tcmer S—Im V.nlan: 4.D It.1e..e Dole: uvsote Agency Content. Axon may place into archival storage any data stored in the Agency's Evidence.com accounts that has not been viewed or accessed for 6 months. Data stored in archival storage will not have immediate availability, and may take up to 24 hours to access. 8 Suspension of Evidence.com Services. Axon may suspend Agency access or any end user's right to access or use any portion or all of the Evidence.com Services immediately upon notice, in accordance with the following: 8.1. The Termination provisions of the Master Service Agreement apply; 8.2. The Agency or an end user's use of or registration for the Evidence.com Services (i) poses a security risk to the Evidence.com Services or any third party, (ii) may adversely impact the Evidence.com Services or the systems or content of any other customer, (iii) may subject Axon, Axon's affiliates, or any third party to liability, or (iv) may be fraudulent; 8.3. If Axon suspends the right to access or use any portion or all of the Evidence.com Services, the Agency remains responsible for all fees and charges incurred through the date of suspension without any credits for any period of suspension. Axon will not delete any of Agency Content on Evidence.com as a result of a suspension, except as specified elsewhere in this Agreement. 9 Software Services Warranty. Axon warrants that the Evidence.com Services will not infringe or misappropriate any patent, copyright, trademark, or trade secret rights of any third party. Axon disclaims any warranties or responsibility for data corruption or errors before the data is uploaded to the Evidence.com Services. 10 License Restrictions. Neither the Agency nor any Agency end users (including, without limitation, employees, contractors, agents, officers, volunteers, and directors), may, or may attempt to: (a) permit any third party to access the Evidence.com Services, except as permitted in this Agreement; (b) modify, alter, tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure to derive the source code of any software included in the Evidence.com Services, or allow any others to do the same; (d) access or use the Evidence.com Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or part, except as expressly permitted in this Agreement; (f) use trade secret information contained in the Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a competitive product or service or copy any features, functions, or graphics of the Evidence.com Services; (i) 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 the Evidence.com Services or any copies of the Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, to store or transmit material in violation of third party privacy rights, or to store or transmit malicious code. All licenses granted in this Agreement are conditional on continued compliance this Agreement, and will immediately and automatically terminate if the Agency does not comply with any term or condition of this Agreement. The Agency may only use Axon's trademarks in accordance with the Axon Trademark Use Guidelines (located at www.axon.com). Tlgo: Venter S -1—..d P—he.I.g Ag --t bol—A.- end Ag—y Page 11 of 16 P.p. rt_I, S.I.JCu.tom.r 5—k. .1— 4.0 V. Z... V.W 072018 11 After Termination. Axon will not delete any Agency Content as a result of a termination during a period of 90 days following termination. During this 90 -day period the Agency may retrieve Agency Content only if all amounts due have been paid (there will be no application functionality of the Evidence.com Services during this 90 -day period other than the ability to retrieve Agency Content). The Agency will not incur any additional fees if Agency Content is downloaded from Evidence.com during this 90 -day period. Axon has no obligation to maintain or provide any Agency Content after this 90 -day period and will thereafter, unless legally prohibited delete all of Agency Content stored in the Evidence.com Services. Upon request, Axon will provide written proof that all Agency Content has been successfully deleted and fully removed from the Evidence.com Services. 12 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 Services, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. T11.: MaeorS-1—Ind Pa hm1,9AgmamortbonIr. AaonInd Agonry Page 12 of 16 Ua WdmenL' S.1.0corlomar S.M_ V. Men: a 0 RW.— Uel.: U 18 Technology Assurance Plan Appendix The Technology Assurance Plan ('TAP") is an optional plan the Agency may purchase. If TAP is included on the Quote, this TAP Appendix applies. TAP may be purchased as a standalone plan. TAP for Axon body worn cameras is also included as part of the Unlimited Evidence.com License, as well as under the Officer Safety Plan. TAP provides hardware extended warranty coverage, Spare Products, and a hardware refresh. TAP only applies to the Axon hardware Products listed in the Quote. 1 TAP Warranty Coverage. TAP includes the extended warranty coverage described in the current hardware warranty. TAP warranty coverage starts at the end of the Hardware Limited Warranty term and continues as long as the Agency continues to pay the required annual fees for TAP. TAP for Axon body worn cameras also includes free replacement of the Axon Flex controller battery and Axon Body battery during the TAP Term for any failure that is not specifically excluded from the Hardware Warranty. 2 TAP Term. For all hardware, including hardware purchased under Prior Quotes, hardware purchased under the Quote, and hardware purchased under subsequent quotes, the TAP Term will run for 67 months from October 1, 2018. 3 SPARE Product. Axon will provide a predetermined number of spare Products for those hardware items and accessories listed in the Quote (Spare Products) to keep at the Agency location to replace broken or non-functioning units in order to improve the availability of the units to officers in the field. The Agency must return to Axon, through Axon's Return Merchandise Authorization (RMA) process, any broken or non-functioning units for which a Spare Product is utilized, and Axon will repair the non-functioning unit or replace with a replacement Product. Axon will repair or replace the unit that fails to function for any reason not excluded by the TAP warranty coverage, during the TAP Term with the same Product or a like Product, at Axon's sole option. 4 TAP Upgrade Models. Any Products replaced within 6 months prior to the scheduled upgrade will be deemed the upgrade. Within 30 days of receiving an upgrade, the Agency must return the original Products to Axon or destroy the Products locally and provide a certificate of destruction to Axon that includes the serial numbers for the destroyed Products. If the Agency does not return the Products to Axon or destroy the Products, Axon will deactivate the serial numbers for the Products received by the Agency. 5 TAP for Axon Body Worn Cameras. If the Agency purchases 3 years of Evidence.com Unlimited Licenses or TAP as a stand-alone service and makes all payments, Axon will provide the Agency with a new Axon body worn camera (Body Worn Upgrade Model) 3 years after the TAP Term begins. If the Agency purchases 5 years of Evidence.com Unlimited Licenses, OSP, or TAP as a stand-alone service and makes all payments, Axon will provide the Agency with a Body Worn Upgrade Model in June 2019, December 2021,,and June 2024.. 5.1. TAP as a stand-alone. If the Agency purchased TAP for Axon cameras as a stand- alone service, then Axon will upgrade the Axon camera (and controller if applicable), TItM: YnrterSarvlemandPurchaafngAgr .ntbmwaanAxonandA9.r%W Page 13 of 16 Dapa,W,eni, Sal-Tuat—, S-1ce V"1a 4.0 R:.— Delo: OMNI) free of charge, with a new on -officer video camera that is the same Product or a like Product, at Axon's sole option. Axon makes no guarantee that the Body Worn Upgrade Model will utilize the same accessories or Dock. If the Agency would like to change product models for the Body Worn Upgrade Model, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Body Worn Upgrade Model and the MSRP for the model that will be acquired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Body Worn Upgrade Model. 5.2. OSP or Unlimited TAP. If the Agency purchased an Unlimited License or OSP, then Axon will upgrade the Axon camera (and controller if applicable), free of charge, with a new on -officer video camera of the Agency's choice. 6 TAP Dock Upgrade Models. If the Agency purchased TAP for the Axon Docks, or if the Agency purchased OSP, Axon will upgrade the Dock free of charge, with a new Dock with the same number of bays that is the same product or a like product, at Axon's sole option (Dock Upgrade Model). If the Agency purchased 3 years of Dock TAP, Axon will provide the Dock Upgrade Model 3 years after the TAP term begins. If the Agency purchased 5 years of Dock TAP, Axon will provide the Dock Upgrade Model in June 2019, December 2021, and June 2024.. If the Agency would like to change product models for the Dock Upgrade Model or add additional bays, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered Dock Upgrade Model and the MSRP for the model desired. No refund will be provided if the MSRP of the new model is less than the MSRP of the offered Dock Upgrade Model. 7 TAP Termination. If an invoice for TAP is more than 30 days past due or the Agency defaults on its payments for the Evidence.com Services, and the Agency has been given 30 days' notice to cure per Section 15.1 - Termination by Either Party, then Axon may terminate TAP and all outstanding Product related TAPs. Axon will provide notification that TAP coverage is terminated. Once TAP coverage is terminated for any reason, then: 7.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 7.2. Axon will not and has no obligation to provide the free upgrades. 7.3. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products provided under TAP. If the Spare Products are returned within 30 days of the Spare Product invoice date, credit will be issued and applied against the Spare Product invoice. 7.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. il0at NenarSonko.endPmQmNngAgno.—ttmit—Axon andABoncy Page 14 of 16 O ILMnont Se WCu.Io S k. Y.nlon: 4.0 R.W_ Dela: &Mo10 Axon Integration Services Appendix If CAD/RMS Service is included on the Quote, this Axon Integration Services Appendix applies 1 Term. The term of this Appendix commences on the Effective Date. The actual work to be performed by Axon is not authorized to begin until Axon receives the signed Quote or a purchase order for the services described in this Appendix (Integration Services), whichever is first. 2 Scope of Integration Services. The project scope will consist of the development of an integration module that allows the Evidence.com Service to interact with the Agency's Computer -Aided Dispatch (CAD) or Records Management Systems (RMS), so that Agency's licensees may use the integration module to automatically tag the Axon recorded videos with a case ID, category, and location. The integration module will allow the Integration Module License holders to auto populate the Axon video meta -data saved to the Evidence.com Service based on data already maintained in the Agency's CAD or RMS. Axon is responsible to perform only the Integration Services described in this Appendix and any additional services discussed or implied that are not defined explicitly by this Appendix will be considered outside the scope of this Agreement and may result in additional fees. 3 Pricing. All Integration Services performed by Axon will be rendered in accordance with the fees and payment terms set forth in the Quote. The Agency must purchase Axon Integration licenses for every Evidence.com user in the Agency, even if the user does not have an Axon body camera. 4 Delivery of Integration Services, 4.1. Support After Completion of the Integration Services. After completion of the Integration Services and acceptance by the Agency, Axon will provide up to 5 hours of remote (phone or Web -based) support services at no additional charge to the Agency. Axon will also provide support services that result because of a change or modification in the Evidence.com Service at no additional charge as long as the Agency maintains Evidence.com subscription licenses and Integration Module Licenses, and as long as the change is not required because the Agency changes its CAD or RMS. Thereafter, any additional support services provided to the Agency will be charged at Axon's then current standard professional services rate. 4.2. Changes to Services. Changes to the scope of the Integration Services must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order, signed by both Parties. 4.3. Warranty. Axon warrants that it will perform the Integration Services in a good and workmanlike manner. 5 Agency's Responsibilities. Axon's successful performance of the Integration Services depends upon the Agencys: 5.1. Making available its relevant systems, including its current CAD or RMS, for lilt.; IAe.I.rS.M...-dP—hAringAgr..m.nlMlwe.nAk.e.ndAy...y Page 15 of 16 Detradm.nr Seb✓Cmtom.r Sorvko V.nion: J.0 R.Ne.e Det.: 4RR01e assessment by Axon (including making these systems available to Axon via remote access if possible); 5.2. Making any required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of the Integration Services; 5.3. Providing access to the building facilities and where Axon is to perform the Integration Services, subject to safety and security restrictions imposed by the Agency (including providing security passes or other necessary documentation to Axon representatives performing the Integration Services permitting them to enter and exit Agency premises with laptop personal computers and any other materials needed to perform the Integration Services); 5.4. Providing all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) necessary for Axon to provide the Integration Services; 5.5. Promptly installing and implementing any and all software updates provided by Axon; 5.6. Ensuring that all appropriate data backups are performed; 5.7. Providing to Axon the assistance, participation, review and approvals and participating in testing of the Integration Services as requested by Axon; 5.8. Providing Axon with remote access to the Agency's Evidence.com account when required for Axon to perform the Integration Services; 5.9. Notifying Axon of any network or machine maintenance that may impact the performance of the integration module at the Agency; and 5.10. Ensuring the reasonable availability by phone or email of knowledgeable staff and personnel, system administrators, and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Integration Services). 6 Authorization to Access Computer Systems to Perform Services. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing the Integration Services. Axon will work diligently to identify as soon as reasonably practicable the 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. The "Delta Logo," the "Axon + Delta Logo;' Axon, Axon Commander, Axon Convert, Axon Detect, Axon Dock, Axon Five, Axon Forensic Suite, Axon Interview, Axon Mobile, Axon Signal Sidearm, Evidence.com, Evidence Sync, TASER, and TASER CAM are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information visit yyyvw.axon.com/IeQal. All rights reserved. © 2018 Axon Enterprise, Inc. Tit : Page 16 of 16 UOpe,U11B11L Salo✓Customar Service Venion: d,O nOW610 UAW l MIM