Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
21-186 - Axon Enterprise Inc - Audio System for Justice Center Interview Rooms
City of Tukwila 6200 Southcenter Boulevard, Tukwila WA98188 CONTRACT FOR SERVICES Contract Number: This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code city hereinafter referred to as "the City," and Axon Enterprise Inc , hereinafter referred to as "the Contractor," whose principal office is located at 17800 N. 85th St. Scottsdale, AZ 85255 . WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $97,997.33 at a rate of N/A . 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing 01 January , 2022_, and ending 31 December, 2026_, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the Public Entity, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the Public Entity. CA Revised May 2020 Page 1 of 4 Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and $2,000,000 products -completed operations aggregate limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products -completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII. CA Revised May 2020 Page 2 of 4 E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. Upon request by the City, the Contractor shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. F. Subcontractors. The Contractor shall cause each and every Subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor -provided insurance as set forth herein, except the Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by Subcontractors. The Contractor shall ensure that the Public Entity is an additional insured on each and every Subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this work with written notice of any policy cancellation, within two business days of their receipt of such notice. H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised May 2020 Page 3 of 4 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this day of , 20. CITY OF TUKWILA 7.- 8•0 cl 5 I D Allan Ekberg, Mayor 12/17/2021 ATTEST/AUTHENTICATED: ©6Ylaite Kay. ee241,4f6d53d80e1cede. 025224zsa City Clerk, Christy O'Flaherty APPROVED AS TO FORM: Office of the City Attorney CONTRACTOR By: Printed Name and Title: Robert Driscoll VP, Assoc. Counsel Address: 1mon N R th Stmet Scottsdale, AZ 85255 CA Revised May 2020 Page 4 of 4 A AXON Master Services and Purchasing Agreement between Axon and Agency This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products 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 therefore agree as follows: Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. "Axon Device" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "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"). All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, and Technology Assurance Plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Axon Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 1 year ("Renewal Term"). For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a Quote signed by the Agency. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding unless Agency lawfully disputes the payment. If Axon sends a past due, undisputed account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 1 of 11 A AXON Master Services and Purchasing Agreement between Axon and Agency 7.1 Hardware Limited Warranty. Axon warrants that Axon Devices manufactured by Axon are free from defects in workmanship and materials for 1 year from the date of Agency's receipt. Axon warrants its Axon -manufactured accessories for 90-days from the date of Agency's receipt. . Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non -Axon manufactured Axon Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non -Axon manufactured Axon Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon Device manufactured by Axon during the warranty term, Axon's sole responsibility is to repair or replace the Device with the same or like Device, at Axon's option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering an Axon Device for service, Agency must upload Axon 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 Device sent to Axon for service. 7.3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non- functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. 10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 2 of 11 A AXON Master Services and Purchasing Agreement between Axon and Agency 11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance naming Agency as a covered entity. 13 Indemnification. Axon will indemnify Agency's officers, officials (appointed and elected), directors, and employees ("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third -party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim (provided that failure to so notify will not remove the Axon's indemnification obligations except to the extent it is prejudiced thereby), 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 Devices or Services by Agency or a third -party not approved by Axon; (b) use of Axon 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. 16 Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third -party over Agency's use of Axon Devices. 17 Termination. 17.1 For Cause. Either party may terminate this Agreement and all applicable Quotes and Subscriptions by providing notice to the other party within 30 days of the end of any Subscription Term or Renewal Term. 17.2 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.3 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. 17.4 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non -appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 3 of 11 A AXON Master Services and Purchasing Agreement between Axon and Agency 18 Confidentiality. "Confidential Information" means nonpublic information designated as confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide reasonable notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 19.3 Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 19.4 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. 19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 19.6 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. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 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. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 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. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address: Scottsdale, Arizona 85255 City, State, Zip: legal@axon.com Email: 19.12 Entire Agreement. This Agreement, including the attached Appendices and any SOW(s), Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 4 of 11 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 representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. AXON: AGENCY: Axon Enterprise, Inc. Signature: Name: Robert Driscoll Title: VP, Assoc. General Counsel Date: Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Signature: 7,- K Y e 2358tl778753805cd df0s49feaea4- Name: Title: Date: 12/17/2021 ED Page 5 of 11 A AXON Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix 1 Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non -Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "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. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non- TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency_Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. Agency will also maintain the security of end user names 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 Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 6 of 11 A AXON Master Services and Purchasing Agreement if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6 Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services- privacy-policy. Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 8 Location of Storage. Axon may transfer Agency Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 9 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon written notice to Agency, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 10 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 11 Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. The Axon Records Subscription Term will end upon the competition of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") 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. New or additional Axon products and applications, as well as any Axon professional services Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 7 of 11 A AXON Master Services and Purchasing Agreement needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 12 Axon Cloud Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 12.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 12.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 12.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 12.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 12.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 12.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. 13 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 14 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. 15 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. 16 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 8 of 11 A AXON Master Services and Purchasing Agreement Axon Customer Experience Improvement Program Appendix 1 Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 1.1 ACEIP Tier 1. 1.1.1. 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 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use 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 1 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: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 9 of 11 A AXON Master Services and Purchasing Agreement to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 1.1.2. 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. 1.2 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 to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de -identified data. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 10 of 11 A AXON Master Services and Purchasing Agreement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. 1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 TAP Dock Upgrade. If Agency 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.. 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. 3 Upgrade Delay. Axon may ship the Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. 4 Upgrade Change. If Agency wants to change Axon Device models for the offered Dock Upgrade, Agency must pay the price difference between the MSRP for the offered Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 5 Return of Original Axon Device. Within 30 days of receiving a Dock 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. 6 Termination. If Agency's payment for TAP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP. Once TAP terminates for any reason: 6.1 TAP coverage terminates as of the date of termination and no refunds will be given. 6.2 Axon will not and has no obligation to provide the Upgrade Models. 6.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP. Title: AGR: Axon 12.13.21 (2522384-2).DOCX Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 11 of 11 STATEMENT OF WORK & CONFIGURATION DOCUMENT Axon Interview Recording Platform This document details a proposed system design Agency Created For: Tukwila Police Dept. - WA Sold By: Designed By: Installed By: Customer Contact: Target Install Date: Kyle Panasewicz Jake Borro Axon Professional Services Todd Rossi 01 /01 /2021 QR-23057 - a3 b4y000002u W M9AAM 4 AXON INTERVIEW RECORDING PLATFORM This image is intended to be a general visual of how Interview Room is configured. Please read through the SOW for configuration specific to this deal. Touch Panel{s) Primary Recording Server 4,1 Evidence Management System Secondary Recording Server AXON -PROVIDED HARDWARE SUMMARY The following section offers a broad summary of the Axon -provided hardware needed to configure this order. With the exception of server quantities, QUANTITIES DO NOT REFLECT CUSTOMER -PROVIDED ITEMS. Total Camera Configurations 7 Camera(s) 2 Covert Enclosure(s) 7 Microphone(s) Injector(s) Total Switches 1 POE Switch(es) Total Servers 2 Server(s) Total Touch Panels 3 Touch Panel(s) 0 Wall Mount(s) Total Camera Configurations 0 I/O Box(es) Locations HQ # Rooms 5 QR-23057 - a3 b4y000002u W M9AAM 5 INTERVIEW ROOM OVERVIEW The following sections detail the configuration of the Axon Interview recording system at all locations. Network Considerations Network Requirements Each IP Camera will be connected to a POE switch that provides the device with power and network connectivity. Each Recording Server must be given a static IPv4 network address that is routable across the network. Each IP Camera must be given a static IPv4 network address that is routable across the network. Each touch panel/kiosk must be given a static IPv4 network address that is routable across the network. Network Addressing Network Device Static IPs Total IPs Qty of IP Cameras 7 12 Qty of Touch Panels 3 Qty of Recording Servers 2 Data Switch Provisioning This install will require POE data switches at each location. Customer Provided Items Customer to provide all device IP addresses Customer to also provide: • Subnet Mask • Gateway IP • DNS/WINS IP • Time Server IP Customer IT staff will configure all switches with proper network configuration. Metadata Tags Metadata Ta In gg g The system will collect metadata information prior to, and after, the interview recording process (i.e. Interviewer Name, Interviewee Name, Case Number). Metadata Tags Information collected prior to recording: • Interviewee first and last name • Case number • Case type • Interviewee type Information collected post recording: • Interviewer name(s) Customer Provided Items Customer to provide preferred metadata fields. Axon Provided Items Axon to facilitate the creation of metadata fields. QR-23057 - a3b4y000002uWM9AAM 6 NETWORK CONFIGURATION DETAILS The following section offers a broad summary of the Axon -provided hardware needed to configure this order. Network Configuration Details Evidence Management System Evidence.com Network Applications: • Remote monitoring application Evidence.com Application Features: Application Features • Secure Cloud Storage • Redaction • Download/Sharing • Audit Trail • Reporting Training Application Package This solution will include on -site application training covering: • Touch panel overview • Initiating interview wizard • Entering metadata • Controlling the interview process • Closing an interview • Evidence.com functionality Additional General Deal Notes Notes QR-23057 - a3b4y000002uWM9AAM 7 LOCATION DETAILS: HQ The following sections detail the configuration of the Axon Interview recording system at HQ Location Name Cable Considerations HQ Cabling Runs Axon Professional Services will install the networking cables using a Cat6e Cable. 13 cable runs are required for this installation. 8 110v power outlets are required for this installation (Customer Responsibility). Cabling Requirements All Devices: Network cabling must be provided for the following devices: • Axis IP Camera • Server • Touch Panel • POE Switch Servers, Switches, Touch Panels Servers Axon Interview Lite Server Quantity: 1 Axon Interview Lite Server 1 Redundancy This system includes recording redundancy Data Switch/POE Power Customer will provide data switch Quantity: 1 Touch Panels 3 Touch Panels Touch Panel Location 1 in Soft Room area, 1 in Hard Room area, 1 in Internal Soft Room area Number of I/O Boxes Required 0 Additional Location Notes Notes Tukwila PD will provide the POE switches required to power the Interview Room cameras. QR-23057 - a3b4y000002uWM9AAM 8 ROOM DETAILS: Hard Interview Room 1 The following sections detail the configurations specific to HARD INTERVIEW ROOM 1 Location Name Room Name Camera Configuration HQ Hard Interview Room 1 Camera 1 Camera 1 will be a(n) : Axis P3245-LV Overt Dome Camera Mic: Louroe Tamper Proof Mic Camera 2 Camera 2 will be a(n) : AXIS F41/F1025 Covert IP Camera Covert Enclosure : Motion Sensor Enclosure Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording -In- Progress Visual N/A Wall Configuration Cinder Block Ceiling Configuration Cinder Block Additional Location Notes Notes QR-23057 - a3b4y000002uWM9AAM 9 ROOM DETAILS: Hard Interview Room 2 The following sections detail the configurations specific to HARD INTERVIEW ROOM 2 Location Name Room Name Camera Configuration HQ Hard Interview Room 2 Camera 1 Camera 1 will be a(n) : Axis P3245-LV Overt Dome Camera Mic: Louroe Tamper Proof Mic Camera 2 Camera 2 will be a(n) : AXIS F41/F1025 Covert IP Camera Covert Enclosure : Motion Sensor Enclosure Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording -In- Progress Visual N/A Wall Configuration Cinder Block Ceiling Configuration Cinder Block Additional Location Notes Notes QR-23057 - a3b4y000002uWM9AAM 10 ROOM DETAILS: Soft Interview Room 1 The following sections detail the configurations specific to SOFT INTERVIEW ROOM 1 Location Name Room Name Camera Configuration HQ Soft Interview Room 1 Camera 1 Camera 1 will be a(n) : Axis P3245-LV Overt Dome Camera Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording -In- Progress Visual N/A Wall Configuration Drywall with Soundproofing Ceiling Configuration Standard Tile Additional Location Notes Notes QR-23057 - a3b4y000002uWM9AAM 11 ROOM DETAILS: Soft Interview Room 2 The following sections detail the configurations specific to SOFT INTERVIEW ROOM 2 Location Name Room Name Camera Configuration HQ Soft Interview Room 2 Camera 1 Camera 1 will be a(n) : Axis P3245-LV Overt Dome Camera Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording -In- Progress Visual N/A Wall Configuration Drywall with Soundproofing Ceiling Configuration Standard Tile Additional Location Notes Notes QR-23057 - a3b4y000002uWM9AAM 12 ROOM DETAILS: Soft Interview Room 3 The following sections detail the configurations specific to SOFT INTERVIEW ROOM 3 Location Name Room Name Camera Configuration HQ Soft Interview Room 3 Camera 1 Camera 1 will be a(n) : Axis P3245-LV Overt Dome Camera Mic: Louroe Tamper Proof Mic Recording Activation Recording will be triggered via IR Client External Recording -In- Progress Visual N/A Wall Configuration Drywall with Soundproofing Ceiling Configuration Standard Tile Additional Location Notes Notes QR-23057 - a3b4y000002uWM9AAM 13 Axon International, Inc's Sales Terms and Conditions for Direct Sales to End User Purchasers This Statement of Work is bound to the applicable signed quote. Upon confirmation of the installation dates, to be confirmed in writing, the agency will give no less than a 2- week advanced notice of cancellation or change from the date of the scheduled installation. In the event the Agency cancels 2 weeks or less from the date of the scheduled installation, the agency will be responsible for all travel booked, and resource costs associated with the cancelled installation. Rescheduling of the installation will be at the discretion of Axon Professional Services based on available dates within the installation schedule calendar. Changes to the scope of this SOW must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order, signed by both Parties. QR-23057 - a3b4y000002uWM9AAM 14 Tax is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions) and the Axon Customer Experience Improvement Program Appendix, which includes the sharing of de -identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. The Axon Customer Experience Improvement Program Appendix ONLY applies to Customers in the USA. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it contemplates the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. ED Signature: EM Key: fe2358,78753895cticcIf0549ref26,1 Name (Print): Allan Ekberg PO# (Or write N/A): Date: 12/17/2021 Title: Mayor Please sign and email to Kyle Panasewicz at kylep@axon.com or fax to (480) 905-2071 Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. ***Axon Internal Use Only*** Review 1 Review 2 Comments: SFDC Contract#: Order Type: RMA#: Address Used: SO #: Q-344591-44488.641 KP 15 Protect Life. A Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 SHIP TO BILL TO Delivery;Invoice-6200 Southcenter Blvd 6200 Southcenter Blvd Tukwila, WA 98188-2544 USA Tukwila Police Dept. - WA 6200 Southcenter Blvd Tukwila, WA 98188-2544 USA Email: Program Length 60 Months TOTAL COST STIMATED TOTAL W $92,821.90 $97,997.33 Q-344591-44530.540KP Issued: 11/30/2021 Quote Expiration: 12/31/2021 EST Contract Start Date: 01/01/2022 Account Number: 107449 Payment Terms: N30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE PRIMARY CONTACT Kyle Panasewicz Phone: +1 4803294734 Email: kylep@axon.com Fax: (480) 905-2071 Phone: (206) 431-3657 Email: t.rossi@tukwilawa.gov Fax: (206) 244-6181 Bundle Savings $0.00 Additional Savings TOTAL SAVINGS $0.00 $0.00 PAYMENT PLAN PLAN NAME Y1 Y2 Y3 Y4 Y5 INVOICE DATE Dec, 2021 Dec, 2022 Dec, 2023 Dec, 2024 Dec, 2025 TAX AMOUNT $2,904.31 $567.78 $567.78 $567.78 $567.78 AMOUNT DUE $31,659.81 $16,584.38 $16,584.38 $16,584.38 $16,584.38 1 Q-344591-44530.540KP Quote Details Bundle Summary Item DynamicBundle DynamicBundle DynamicBundle Description Dynamic Bundle Dynamic Bundle Dynamic Bundle QTY 1 1 1 Bundle: Dynamic Bundle Quantity: 1 Start: 1/1/2022 End: 12/31/2026 Total: 4308 USD Category Other Item Description QTY List Unit Price Tax Net Unit Price 50218 INTERVIEW - CAMERA - COVERT MAIN UNIT 2 $595.00 $120.19 $595.00 Total(USD) $1,190.00 Other Other 50118 INTERVIEW - MIC - WIRED (STANDARD MIC) 4 $196.50 $79.39 $196.50 50298 INTERVIEW - CAMERA - OVERT DOME 2 $796.00 $160.79 $796.00 $786.00 $1,592.00 Sensor Unit 50114 INTERVIEW - CAMERA - COVERT SENSOR $370.00 $74.74 $370.00 $740.00 Bundle: Dynamic Bundle Category Quantity: 1 Start: 1/1/2022 End: 12/31/2026 Item Description Total: 45989.1 USD QTY List Unit Price Tax Net Unit Price Total(USD) Other 50298 INTERVIEW - CAMERA - OVERT DOME 3 $796.00 $241.19 $796.00 $2,388.00 Other 50268 POS-X TP6 TOUCH PANEL W/4GB RAM 3 $1,600.00 $484.80 $1,600.00 $4,800.00 Other 50118 INTERVIEW - MIC - WIRED (STANDARD MIC) 3 $196.50 $59.54 $196.50 $589.50 Other 50039 AXON CLIENT SW (EACH CLIENT AND TOUCH PANEL) MAINTENANCE 3 $25.00 $454.50 $25.00 $4,500.00 Other 85170 INTERVIEW ROOM, INSTALL AND SETUP 3 $2,500.00 $757.50 $2,500.00 $7,500.00 Other 50037 AXON CLIENT SW (EACH CLIENT AND TOUCH PANEL) LICENSE ACCESS 3 $1,500.00 $454.50 $1,500.00 $4,500.00 Other 50448 EXT WARRANTY, INTERVIEW ROOM 3 $21.62 $393.04 $21.62 $3,891.60 Other 50045 INTERVIEW ROOM UNLIMITED EVIDENCE.COM STORAGE LICENSE 3 $99.00 Moo $99.00 $17,820.00 Bundle: Dynamic Bundle Quantity: 1 Start: 1/1/2022 End: 12/31/2026 Total: 42254.8 USD Category Other Item Description 50294 INTERVIEW - SERVER - LITE QTY List Unit Price Tax Net Unit Price 2 $1,950.00 $393.90 $1,950.00 Total(USD) $3,900.00 2 Q-344591-44530.540KP Other 85170 INTERVIEW ROOM, INSTALL AND SETUP 2 $2,500.00 $505.00 $2,500.00 $5,000.00 Other 50043 AXON STREAMING SERVER MAINTENANCE (PER SERVER) 2 $29.17 $353.54 $29.17 $3,500.40 Other 50041 AXON STREAMING SERVER LICENSE (PER SERVER) 2 $1,750.00 $353.50 $1,750.00 $3,500.00 Other 50448 EXT WARRANTY, INTERVIEW ROOM 2 $21.62 $262.04 $21.62 $2,594.40 Other 50045 INTERVIEW ROOM UNLIMITED EVIDENCE.COM STORAGE LICENSE 4 $99.00 $o.00 $99.00 $23,760.00 INDIVIDUAL ITEMS Category Item Description QTY List Price Tax Net Price Total(USD) Other 74059 INTERVIEW - ENCLOSURE - MOTION SENSOR 2 $135.00 $27.27 $135.00 Total: $270.00 $270.00 Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit prior to invoicing. 3 Q-344591-44530.540KP Standard Terms and Conditions Axon Master Services and Purchasing Agreement: ACEIP: Axon Enterprise Inc. Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix as described below. The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de -identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program. Acceptance of Terms: Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. 4 Q-344591-44530.540KP ED EM 7.- 8•0 cl 5 I D 12/17/2021 Signature Date Signed 11/30/2021 5 Q-344591-44530.540KP