. THOMAS A. TURCO, o/GWQdam?me? @aa OWL/eta 99%; m! @WWa/ogaa diam glam was was Qtaad he M?mcw?me?t (9/775 KARYN Pouro (9729 (97 5?7~3f2f Peres J. Osrnosnar In: GOVERNOR SECRETARY MEMORANDUM OF AGREEMENT . This Memorandum of Agreement (this.?Agreernent?) is madethis 18th day of July, 2019 by and between the Massachusetts Department of Fire Services on behalf of the Massachusetts State Police,.Bomb Squad (?Bomb Squad?), an agency-of the CommonWealth of Massachusetts whose address is State Road, Stow, MA 01775, and Boston Dynamics, 4?11 Ave, Waltham, Massachusetts 02451 Whereas BD wishes to temporarily lease (the ?Lease?) to the Bomb Squad'thatcertain piece of equipment set forth in Annex A (the ?Equipn1ent?) for the period of ninety (90) days for the purpose of evaluating the robot?s capabilities in law enforcement applications, particularly remote inspection of potentially dangerous environments which may contain suspects and ordinances. Whereas, the Bomb Squad has agreed to lease the Equipment from BD upon the terms and conditions centained herein; and Whereas the limited lease by the Bomb Squad serves apublic purpose and promotes the public interest; and I Whereas, BD may, open request, receive valuable information relative to the performance - of the Equipment leased in accordancewith the terms and conditions contained herein. OWa?m'azcad?m?ue - wannabe a/Cg'gm Ciy?mwatam .??w/zama 0 pim?rrarer-Jaws. STATE FIRE MARSHAL Now, therefore, for good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, BD and the Bomb Squad agree as follows:. 1. Terms Conditions I I a. The Equipment will he received only by the unit commander of the Bomb Squad. No - other staff member is-authorized to accept such equipment. I b. The Lease will start on August 7, 201-9 (begin date) andwill end 'on November 5, 2019 (end date) (the ?Lease Term?). I I c. The parties expressly agree that all equipment received by the Bomb Squad under this Agreement is made without-expectation that the-Bomb Squad will purchase said equipment at any time. d. The acceptance-and use or theEquipment does not constitute endorsement of said I equipment by the Bomb Squad, DFS, the Commonwealth of Massachusetts or any'cf its departments. e. Theduration, procedures and limitations for the use of the Equipment must be speci?ed in Writing by BD prior to deliVery. f. The delivery, maintenance, and retrieval ofthe Equipment is the sole responsibility of BD unless otherwise agreed to in writing by the parties prior to deliVery. The parties expressly agree that the Bomb Squad assumesthe riskfor any and-all claims of damages arising out of the operation and use of the Equipment. (excluding claims arising from product malfunction or defect of the Equipment when used in accordance the permitted uses and Speci?cations set forth in the BD-provided training or user guide) while- in its possession under terms of this Agreement. The-Bomb Squad will use reasunable care in the use the Equipment, and assumes all responsibility for any equipment that is lost, damaged or destroyed while in the care and custody of the Bomb Squad. 11. If requested in writing, the Bomb Squad will complete survey and evaluation forms provided by BD relative to the performance of the Equipment. Said survey and evaluation forms are for the information and use'of BD 311de not be used in whole or in part in any manner which suggests endorsement of the Equipment or BD by the Bomb Squad, DFS, the Commonwealth or any of its departments, in violation of state law. i. Both parties and their agents expressly agree that no reference will be made in any type of advertisement, in whatever form, to the Lease, use or evaluation of any equipment, the subject of this agreement, by the Bomb Squad, DFS, the Commonwealth or any of its departments. j. The Bomb Squad, Massachusetts Department of State Police and the Massachusetts Department of Fire Services shall not take or post any public photographs of the Equipment during or after the Lease Term. This provision shall survive expiration of-termination of the Agreement. 2. Entire Agreement This Agreement represents the entire agreement between the parties-and supersedes all prior agreements, oral or written. No amendment to this Agreement shall be effective unless signed by both patios and no assignment shall be permitted unless consented-to by the non- assigning party. I 3. Agency-Liability Governing Law The Bomb Squad shall use reasonable good faith to ful?ll its obligations under this Agreement and shall not 'be-liab'le for any actions. taken or omitted in connection with this Agreement, eXcept as set forth herein. Any diSpute between the parties shall be governed by the laws of the Commonwealth of Massachusetts. Executed as a sealed instrument by the parties hereto as of the date ?rst above written. Massachusetts-Department of Fire Services WW By: mm ,3 I Peter J. Qk?oskey, State Fird Marshal Boston Dynamm By: Robert Playter, coo ANNEX A Easiness: One Boston Dynamics Spot Robot (?Spot?) as con?gured and with the accessories set forth below: Base platform: 1 Spot Beta with Release 1.0 software Communications: 2 Persistent Systems radios. 1 Charger for Persistent Systems radios. 2 Spot batteries 1 Spot battery charger (power loader) with cables 1 XD tablet controller with Release 1.0 software 1 micro?USE charger for-JXD tablet 1 storage and transportation case for Spot.