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CSS 2022-05-23 Item 1A - Contract Amendment #1 - Police Camera Devices and Services with Axon Enterprises
W i City of Tukwila Allan Ekberg, Mayor 19oa INFORMATIONAL MEMORANDUM TO: Community Services and Safety Committee FROM: Eric Dreyer, Chief of Police BY: Eric Lund, Deputy Chief of Police CC: Mayor Ekberg DATE: May 17th, 2022 SUBJECT: Contract with Axon ISSUE The Tukwila Police Department and Axon Enterprises desire to enter into a new agreement for the purposes of continuing to provide officers with body cameras, dash cameras, conductive energy devices (CED), digital evidence storage, and software licenses. BACKGROUND In July of 2017, Tukwila PD entered into a 5 -year contract with Axon Enterprises to outfit officers with body cameras, dashboard cameras for patrol cars, and CED's (commonly called Tasers). That contract is due to expire in August of 2022. DISCUSSION The purpose of body cameras is for increased public safety, officer safety, enhanced recall of incidents and scenes, and increased transparency and accountability from the police department. The benefits of body cameras for police departments include less confrontations and violence against police officers, less complaints against officers, less uses of force by officers, and lower litigation and investigation costs. The department also utilizes Evidence.com which is our digital evidence collection and storage site. This is an invaluable tool to keep records in compliance with the state retention schedule and eases sharing of evidence with our partner agencies. The body camera and dashboard cameras have been a great success in the past 5 years. Many police departments in our region are just now starting their body camera programs. The Axon Products are separated into 2 groups, body cameras/Tasers and Fleet or Dashboard Cameras. BWC/Tasers are bundled into the Core+ plan which amounts to $145.61 per officer per month. To staff uniformed personnel the department requires enough equipment to outfit 61 officers for 5 years. This cost also includes software licenses, digital storage, and a hardware upgrade after 2.5 years. The total amount is =$587,356.49 including tax which is 4117,471 per year. Fleet/Dashboard cameras cost approximately $208 per marked patrol car per month. With refunds owed to the department by Axon, 29 of the 41 cars will cost =$148 per car per month. This contract will include the "Fleet 3" camera, which is an upgrade to the current cameras installed (Fleet 2). In additional to higher quality cameras, each patrol camera will be equipped with automated license plate recognition (ALPR) which will greatly increase our investigative and crime reduction abilities. Each patrol car requires 2 cameras. One camera faces out of the 1 2 INFORMATIONAL MEMO Page 2 front windshield of the patrol car and the other is for the prisoner compartment of the vehicle. The total amount is =$385,390 including tax which is =$77,078 per year. The total per year for body cameras, CED's, and dashboard cameras is $972,747.23 for the life of the contract or =$194,549 per year. FINANCIAL IMPACT Department will attempt to absorb the increased costs within existing budget but may have to submit a budget amendment later this year if conditions change. RECOMMENDATION The Committee is being asked to make a recommendation to forward to the Committee of the Whole on 6/13/22 and subsequent Special Meeting on 6/27/22. This contract renewal with Axon Enterprise allows officers to continue to be outfitted with body cameras, Tasers, marked police vehicles outfitted with dash cameras, and software licenses to continue using Evidence.com (digital evidence storage). ATTACHMENTS 5 -year cost analysis Contract for Services — Amendment #1 Contract for Services #17-123 https://tukwilawa.sharepoint.com/sites/mayorsoffice/cc/Council Agenda Items/Police/Informational Memorandum (Info Memo) (3).docx AXON 2017 2018 2019 2020 2021 Cost of Axon Products/Services $174,339 $81,640 $92,834 $202,483 $143,527 $250,000 $200,000 $150,000 $100,000 $ 50,000 $0 Annual Cost Cost of Axon Products/Services I 1 2017 2018 2019 2020 2021 $174,339 $81,640 $92,834 $202,483 $143,527 3 4 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: CONTRACT FOR SERVICES Amendment # 1 Between the City of Tukwila and Axon Enterprise, Inc. That portion of Contract No. 17-123 between the City of Tukwila and Axon Enterprise, Inc. is hereby amended as follows: CONTRACT START DATE: Estimated Start Date 9/1/2022 Contract Term: 5 years ATTACHMENT A — TASER 7 Appendix: Attachment incorporated into the Agreement. ATTACHMENT B — AXON Respond Appendix: Attachment incorporated into the Agreement. ATTACHMENT C - AXON Fleet Appendix: The appendix in the Original Agreement titled "Axon Fleet Appendix" is hereby deleted in its entirety and replaced with Attachment C. ATTACHMENT D — Quote Q-374532-44680.751 BH: Attachment incorporated into the Agreement ATTACHMENT E — Quote Q-388116-44680-889BH: Attachment incorporated into the Agreement All other provisions of the contract shall remain in full force and effect. Dated this day of , 20 CITY OF TUKWILA CONTRACTOR Allan Ekberg, Mayor Printed Name: CA Reviewed May 2020 Page 1 of 2 5 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Agreement Number: ATTEST/AUTHENTICATED APPROVED AS TO FORM Christy O'Flaherty, MMC, City Clerk Office of the City Attorney CA Reviewed May 2020 6 Page 2 of 2 ATTACHMENT A- TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon, if applicable. 1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon will only replace cartridges used in the line of duty. 2. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it for another device or service. Unless stated in the Quote, the voucher does not include travel expenses and will be Agency's responsibility. If the Quote includes Axon Online Training or Virtual Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"), Agency may access Training Content. Axon will deliver all Training Content electronically. 3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a 5 -year term, which includes the hardware manufacturer's warranty plus the 4 -year extended term. 4. Trade-in. If the Quote contains a discount on CEW-related line items, including items related to OSP, then that discount may only be applied as a trade-in credit, and Agency must return used hardware and accessories associated with the discount ("Trade -In Units") to Axon. Agency must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade -In Units within the timeframe below, Axon will invoice Agency the value of the trade-in credit. Agency may not destroy Trade -In Units and receive a trade-in credit. Agency Size Days to Return from Start Date of TASER 7 Subscription Less than 100 officers 30 days 100 to 499 officers 90 days 500+ officers 180 days 5. TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on the OSP 7 Start date. 6. Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices during the TASER 7 Subscription Term. Agency may not exceed the number of end users than the Quote specifies. 7. Privacy. Axon will not disclose Agency Content or any information about Agency except as compelled by a court or administrative body or required by any law or regulation. Axon will give notice if any disclosure request is received for Agency Content, so Agency may file an objection with the court or administrative body. 8. Termination. If payment for TASER 7 is more than 30 days past due, Axon may terminate Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 8.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be given. 8.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before termination. If terminating for non -appropriations, Axon will not invoice Agency if Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within 30 days of the date of termination. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 7 plan. 7 ATTACHMENT B- Axon Respond Appendix This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote. 1. Axon Respond Subscription Term. If Agency purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Agency. If Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond. 2. Scope of Axon Respond. The scope of Axon Respond is to assist Agency with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Agency uses Axon Respond outside this scope, Axon may initiate good -faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's needs. 3. Axon Body 3 LTE Requirements. Axon Respond is only available and usable with an LTE enabled body -worn camera. Axon is not liable if Agency utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE service. Axon may change LTE carriers during the Term without Agency's consent. 4. Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Agency is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier. 5. Axon Respond Service Limitations. Agency acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area and other causes reasonably outside of the carrier's control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. 5.1. With regard to Axon Body 3, Partner networks are made available as -is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Agency is not a third -party beneficiary of any agreement between Axon and the underlying carrier. 6. Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon - provided LTE service. 8 ATTACHMENT C- Axon Fleet Appendix If Axon Fleet is included on the Quote, this Appendix applies. 1. Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as established by Axon during the qualifier call and on-site assessment at Agency and in any technical qualifying questions. If Agency's representations are inaccurate, the Quote is subject to change. 2. Cradlepoint. If Agency purchases Cradlepoint Enterprise Cloud Manager, Agency will comply with Cradlepoint's end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Agency requires Cradlepoint support, Agency will contact Cradlepoint directly. 3. Third -party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon. 4. Wireless Offload Server. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's store and forward servers solely for troubleshooting and maintenance. 5. Axon Vehicle Software. 5.1. License Grant. Axon grants Agency a non-exclusive, royalty -free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription. 5.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software. 6. Acceptance Checklist. If Axon provides services to Agency pursuant to any statement of work in connection with Axon Fleet, within 7 days of the date on which Agency retrieves Agency's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and 9 properly operational in -car hardware and software identified above, Agency will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables. 7. Axon Fleet Upgrade. If Agency has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as schedule on the Quote. 7.1. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. 7.2. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Agency does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 8. Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon any termination: 8.1. Axon Fleet subscription coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Fleet TAP. 10 Attachment D — Quote Q-374532-44680.751 BH See Next Page 11 N 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 Quote Summary Tukwila Police Dept. - WA 6200 Southcenter Blvd Tukwila, WA 98188-2544 USA Email: Program Length TOTAL COST ESTIMATED TOTAL W/ TAX Payment Summary 60 Months $540,066.02 $587,356.49 Account Number: 107449 Payment Terms: N30 Delivery Method: Fedex - Ground Q-374532-44680.751 BH Issued: 04/29/2022 Quote Expiration: 06/30/2022 Estimated Contract Start Date: 08/01/2022 SALES REPRESENTATIVE Rachel Hall Phone: Email: rhall@axon.com Fax: Discount Summary Average Savings Per Year TOTAL SAVINGS PRIMARY CONTACT Eric Lund Phone: (206) 433-1821 Email: e.lund@tukwilawa.gov Fax: (206) 244-6181 $65,881.86 $329,409.28 Date Subtotal Tax Total Jun 2022 $108,013.14 $9,458.03 $117,471.17 2023 $108,013.22 $9,458.11 $117,471.33 2024 $108,013.22 $9,458.11 $117,471.33 2025 $108,013.22 $9,458.11 $117,471.33 2026 $108,013.22 $9,458.11 $117,471.33 Total $540,066.02 $47,290.47 $587,356.49 Page 1 Q-374532-44680.751 BH Quote Unbundled Price: Quote List Price: Quote Subtotal: Pricing All deliverables are detailed in Delivery Schedules section lower in proposal $869,482.51 $658,977.00 $540,066.02 Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program Core+Renewal 2021 Core+ Renewal 61 59 $207.49 $149.00 $145.61 $524,051.06 $45,672.96 $569,724.02 A la Carte Hardware AB3C AB3 Camera Bundle 63 $699.00 $0.00 $0.00 $0.00 $0.00 AB3MBD AB3 Multi Ba Dock Bundle 8 $1,495.00 $0.00 $0.00 $0.00 $0.00 A la Carte Software . ProLicense Pro License Bundle 29 59 $39.00 $9.36 $16,014.96 $1,617.51 $17,632.47 Total $540,066.02 $47,290.47 $587,356.49 W Page 2 Q-374532-44680.751 BH Delivery Schedule Hardware Bundle Item Description QTY Estimated Delivery Date 2021 Core+ Renewal 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 61 07/01/2022 2021 Core+ Renewal 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 2 07/01/2022 2021 Core+ Renewal 20018 TASER 7 BATTERY PACK, TACTICAL 73 07/01/2022 2021 Core+ Renewal 20050 HOOK -AND -LOOP TRAINING (HALT) SUIT 1 07/01/2022 2021 Core+ Renewal 20160 TASER 7 HOLSTER - SAFARILAND, RH+CART CARRIER 41 07/01/2022 2021 Core+ Renewal 20161 TASER 7 HOLSTER - SAFARILAND, LH+CART CARRIER 20 07/01/2022 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 183 07/01/2022 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 122 07/01/2022 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 183 07/01/2022 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 122 07/01/2022 2021 Core+ Renewal 22177 TASER 7 HOOK -AND -LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 122 07/01/2022 2021 Core+ Renewal 22178 TASER 7 HOOK -AND -LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 122 07/01/2022 2021 Core+ Renewal 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 50 07/01/2022 2021 Core+ Renewal 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 50 07/01/2022 2021 Core+ Renewal 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 1 07/01/2022 2021 Core+ Renewal 71019 NORTH AMER POWER CORD FOR AB3 8 -BAY, AB2 1 -BAY / 6 -BAY DOCK 1 07/01/2022 2021 Core+ Renewal 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 122 07/01/2022 2021 Core+ Renewal 74200 TASER 7 6 -BAY DOCK AND CORE 1 07/01/2022 2021 Core+ Renewal 75015 SIGNAL SIDEARM KIT 61 07/01/2022 2021 Core+ Renewal 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED) 1 07/01/2022 2021 Core+ Renewal 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 1 07/01/2022 AB3 Camera Bundle 11534 USB -C to USB -A CABLE FOR AB3 OR FLEX 2 70 07/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 63 07/01/2022 AB3 Camera Bundle 73202 AXON BODY 3 - NA10 - US - BLK - RAPIDLOCK 2 07/01/2022 AB3 Camera Bundle 74028 WING CLIP MOUNT, AXON RAPIDLOCK 70 07/01/2022 AB3 Multi Bay Dock Bundle 71019 NORTH AMER POWER CORD FOR AB3 8 -BAY, AB2 1 -BAY / 6 -BAY DOCK 8 07/01/2022 AB3 Multi Bay Dock Bundle 74210 AXON BODY 3 - 8 BAY DOCK 8 07/01/2022 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 122 07/01/2023 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 122 07/01/2023 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 122 07/01/2024 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 122 07/01/2024 2021 Core+ Renewal 22177 TASER 7 HOOK -AND -LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 122 07/01/2024 2021 Core+ Renewal 22178 TASER 7 HOOK -AND -LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 122 07/01/2024 2021 Core+ Renewal 73309 AXON CAMERA REFRESH ONE 63 01/01/2025 2021 Core+ Renewal 73689 MULTI -BAY BWC DOCK 1ST REFRESH 8 01/01/2025 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 122 07/01/2025 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 122 07/01/2025 2021 Core+ Renewal 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5 -DEGREE) NS 122 07/01/2026 2021 Core+ Renewal 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12 -DEGREE) NS 122 07/01/2026 2021 Core+ Renewal 73310 AXON CAMERA REFRESH TWO 63 07/01/2027 2021 Core+ Renewal 73688 MULTI -BAY BWC DOCK 2ND REFRESH 8 07/01/2027 Page 3 Q-374532-44680.751 BH Software Bundle Item Description QTY Estimated Start Date Estimated End Date 2021 Core+ Renewal 20248 TASER 7 EVIDENCE.COM LICENSE 61 08/01/2022 06/30/2027 2021 Core+ Renewal 20248 TASER 7 EVIDENCE.COM LICENSE 1 08/01/2022 06/30/2027 2021 Core+ Renewal 73449 RESPOND DEVICE LICENSE 61 08/01/2022 06/30/2027 2021 Core+ Renewal 73682 AUTO TAGGING LICENSE 61 08/01/2022 06/30/2027 2021 Core+ Renewal 73683 10 GB EVIDENCE.COM A -LA -CART STORAGE- 183 08/01/2022 06/30/2027 2021 Core+ Renewal 73686 UNLIMITED BWC + CAPTURE STORAGE 61 08/01/2022 06/30/2027 2021 Core+ Renewal 73746 PROFESSIONAL EVIDENCE.COM LICENSE 61 08/01/2022 06/30/2027 Pro License Bundle 73683 10 GB EVIDENCE.COM A -LA -CART STORAGE- 87 08/01/2022 06/30/2027 Pro License Bundle 73746 PROFESSIONAL EVIDENCE.COM LICENSE 29 08/01/2022 06/30/2027 Services Bundle Item Description QTY 2021 Core+ Renewal 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 Core+ Renewal 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 Core+ Renewal 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 Core+ Renewal 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 Core+ Renewal 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1 2021 Core+ Renewal 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 2021 Core+ Renewal 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 2021 Core+ Renewal 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 2021 Core+ Renewal 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 2021 Core+ Renewal 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 2021 Core+ Renewal 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1 Warranties Bundle Item Descri 'tion QTY Estimated Start Date Estimated End Date 2021 Core+ Renewal 80464 EXT WARRANTY, CAMERA (TAP) 61 08/01/2022 06/30/2027 2021 Core+ Renewal 80464 EXT WARRANTY, CAMERA (TAP) 2 08/01/2022 06/30/2027 2021 Core+ Renewal 80465 EXT WARRANTY, MULTI -BAY DOCK (TAP) 8 08/01/2022 06/30/2027 2021 Core+ Renewal 80374 EXT WARRANTY, TASER 7 BATTERY PACK 73 07/01/2023 07/31/2027 2021 Core+ Renewal 80395 EXT WARRANTY, TASER 7 HANDLE 61 07/01/2023 07/31/2027 2021 Core+ Renewal 80395 EXT WARRANTY, TASER 7 HANDLE 2 07/01/2023 07/31/2027 2021 Core+ Renewal 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 1 07/01/2023 07/31/2027 Page 4 Q-374532-44680.751 BH °' Payment Details Jun 2022 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 AB3C AB3 Camera Bundle 63 $0.00 $0.00 $0.00 Year 1 AB3MBD AB3 Multi Bay Dock Bundle 8 $0.00 $0.00 $0.00 Year 1 Core+Renewal 2021 Core+ Renewal 61 $104,810.23 $9,134.61 $113,944.84 Year 1 ProLicense Pro License Bundle 29 $3,202.91 $323.42 $3,526.33 Total $108,013.14 $9,458.03 $117,471.17 Jul 2023 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 AB3C AB3 Camera Bundle 63 $0.00 $0.00 $0.00 Year 2 AB3MBD AB3 Multi Bay Dock Bundle 8 $0.00 $0.00 $0.00 Year 2 Core+Renewal 2021 Core+ Renewal 61 $104,810.23 $9,134.61 $113,944.84 Year 2 ProLicense Pro License Bundle 29 $3,202.99 $323.50 $3,526.49 Total $108,013.22 $9,458.11 $117,471.33 Jul 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 AB3C AB3 Camera Bundle 63 $0.00 $0.00 $0.00 Year 3 AB3MBD AB3 Multi Bay Dock Bundle 8 $0.00 $0.00 $0.00 Year 3 Core+Renewal 2021 Core+ Renewal 61 $104,810.23 $9,134.61 $113,944.84 Year 3 ProLicense Pro License Bundle 29 $3,202.99 $323.50 $3,526.49 Total $108,013.22 $9,458.11 $117,471.33 Jul 2025 Invoice Plan Item Description Qty Subtotal Tax Total Year 4 AB3C AB3 Camera Bundle 63 $0.00 $0.00 $0.00 Year 4 AB3MBD AB3 Multi Bay Dock Bundle 8 $0.00 $0.00 $0.00 Year 4 Core+Renewal 2021 Core+ Renewal 61 $104,810.23 $9,134.61 $113,944.84 Year 4 ProLicense Pro License Bundle 29 $3,202.99 $323.50 $3,526.49 Total $108,013.22 $9,458.11 $117,471.33 Jul 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 AB3C AB3 Camera Bundle 63 $0.00 $0.00 $0.00 Year 5 AB3MBD AB3 Multi Bay Dock Bundle 8 $0.00 $0.00 $0.00 Year 5 Core+Renewal 2021 Core+ Renewal 61 $104,810.23 $9,134.61 $113,944.84 Year 5 ProLicense Pro License Bundle 29 $3,202.99 $323.50 $3,526.49 Total $108,013.22 $9,458.11 $117,471.33 Page 5 Q-374532-44680.751 BH 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. 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. Page 6 Q-374532-44680.751 BH Signature Date Signed 4/29/2022 Page 7 Q-374532-44680.751 BH abed XON eeS CO HS 15L 099PV-ZES17LE-O 010110 — 3 luawipe}ly 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 Tukwila Police Department 15005 Tukwila International Boulevard Tukwila, WA 98188 USA Quote Summary Program Length TOTAL COST ESTIMATED TOTAL W/ TAX Payment Summary Tukwila Police Dept. - WA 15005 Tukwila International Boulevard Tukwila, WA 98188 USA Email: 60 Months $350,037.00 $385,390.74 Account Number: 107449 Payment Terms: N30 Delivery Method: Fedex - Ground Q-388116-44680.889BH Issued: 04/29/2022 Quote Expiration: 06/30/2022 Estimated Contract Start Date: 10/01/2022 SALES REPRESENTATIVE Rachel Hall Phone: Email: rhall@axon.com Fax: Discount Summary Average Savings Per Year TOTAL SAVINGS PRIMARY CONTACT Eric Lund Phone: (206) 433-1821 Email: e.lund@tukwilawa.gov Fax: (206) 244-6181 $45,030.17 $225,150.84 Date Subtotal Tax = Total Jun 2022 $70,007.36 $7,070.78 $77,078.14 2023 $70,007.41 $7,070.74 $77,078.15 2024 $70,007.41 $7,070.74 $77,078.15 2025 $70,007.41 $7,070.74 $77,078.15 2026 $70,007.41 $7,070.74 $77,078.15 Total $350,037.00 $35,353.74 $385,390.74 Page 1 Q-388116-44680.889 BH Quote Unbundled Price: Quote List Price: Quote Subtotal: Pricing All deliverables are detailed in Delivery Schedules section lower in proposal $575,178.40 $477,025.00 $350,037.00 Item Description Qty Term Unbundled List Price Net Price Subtotal Tax Total Program Fleet3A Fleet 3 Advanced 12 60 $260.49 $208.00 $208.00 $149,760.01 $15,125.76 $164,885.77 Fleet3ARe Fleet 3 Advanced Renewal 29 60 $182.69 $148.00 $115.10 $200,276.99 $20,227.98 $220,504.97 A la Carte Hardware - _ 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 $2,405.00 $0.00 $0.00 $0.00 $0.00 Total $350,037.00 $35,353.74 $385,390.74 Page 2 Q-388116-44680.889 BH IV I" Delivery Schedule Hardware Bundle Item Description QTY Estimated Delivery Date Fleet 3 Advanced 11634 CRADLEPOINT IBR900-1200M-B-NPS+5YR NETCLOUD 12 09/01/2022 Fleet 3 Advanced 70112 AXON SIGNAL UNIT 12 09/01/2022 Fleet 3 Advanced 71200 FLEET ANT, AIRGAIN, 5 -IN -1, 2LTE, 2WIFI, 1GNSS, BL 12 09/01/2022 Fleet 3 Advanced 72034 FLEET SIM INSERTION, VZW 12 09/01/2022 Fleet 3 Advanced 72036 FLEET 3 STANDARD 2 CAMERA KIT 12 09/01/2022 Ala Carte 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 09/01/2022 Fleet 3 Advanced 72040 FLEET REFRESH, 2 CAMERA KIT 12 09/01/2027 Fleet 3 Advanced Renewal 72040 FLEET REFRESH, 2 CAMERA KIT 29 09/01/2027 Software Bundle Item Description QTY Estimated Start Date Estimated End Date Fleet 3 Advanced 80400 FLEET, VEHICLE LICENSE 12 10/01/2022 09/30/2027 Fleet 3 Advanced 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 12 10/01/2022 09/30/2027 Fleet 3 Advanced 80402 RESPOND DEVICE LICENSE - FLEET 3 12 10/01/2022 09/30/2027 Fleet 3 Advanced 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 24 10/01/2022 09/30/2027 Fleet 3 Advanced Renewal 80400 FLEET, VEHICLE LICENSE 29 10/01/2022 09/30/2027 Fleet 3 Advanced Renewal 80401 FLEET 3, ALPR LICENSE, 1 CAMERA 29 10/01/2022 09/30/2027 Fleet 3 Advanced Renewal 80402 RESPOND DEVICE LICENSE - FLEET 3 29 10/01/2022 09/30/2027 Fleet 3 Advanced Renewal 80410 FLEET, UNLIMITED STORAGE, 1 CAMERA 58 10/01/2022 09/30/2027 Services Bundle Item Description QTY Fleet 3 Advanced 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE) 12 Fleet 3 Advanced Renewal 73392 FLEET 3 UPGRADE INSTALLATION (PER VEHICLE) 29 Warranties Bundle Item Description QTY Estimated Start Date Estimated End Date Fleet 3 Advanced 80379 EXT WARRANTY, AXON SIGNAL UNIT 12 10/01/2022 09/30/2027 Fleet 3 Advanced 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 12 09/01/2023 09/30/2027 Fleet 3 Advanced Renewal 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 29 09/01/2023 09/30/2027 Page 3 Q-388116-44680.889 B H Payment Details Jun 2022 Invoice Plan Item Description Qty Subtotal Tax Total Year 1 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 $0.00 $0.00 $0.00 Year 1 Fleet3A Fleet 3 Advanced 12 $29,952.01 $3,025.15 $32,977.16 Year 1 Fleet3ARe Fleet 3 Advanced Renewal 29 $40,055.35 $4,045.63 $44,100.98 Total $7,070.74 $77,078.15 $70,007.36 $7,070.78 $77,078.14 Jul 2023 Invoice Plan Item Description Qty Subtotal Tax Total Year 2 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 $0.00 $0.00 $0.00 Year 2 Fleet3A Fleet 3 Advanced 12 $29,952.01 $3,025.15 $32,977.16 Year 2 Fleet3ARe Fleet 3 Advanced Renewal 29 $40,055.40 $4,045.59 $44,100.99 Total $7,070.74 $77,078.15 $70,007.41 $7,070.74 $77,078.15 Jul 2024 Invoice Plan Item Description Qty Subtotal Tax Total Year 3 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 $0.00 $0.00 $0.00 Year 3 Fleet3A Fleet 3 Advanced 12 $29,952.01 $3,025.15 $32,977.16 Year 3 Fleet3ARe Fleet 3 Advanced Renewal 29 $40,055.40 $4,045.59 $44,100.99 Total $7,070.74 $77,078.15 $70,007.41 $7,070.74 $77,078.15 Jul 2025 Invoice Plan Item Description Qty 29 Subtotal $0.00 Tax $0.00 Total $0.00 Year 4 72036 FLEET 3 STANDARD 2 CAMERA KIT Year 4 Fleet3A Fleet 3 Advanced 12 $29,952.01 $3,025.15 $32,977.16 Year 4 Fleet3ARe Fleet 3 Advanced Renewal 29 $40,055.40 $4,045.59 $44,100.99 Total $40,055.40 $4,045.59 $44,100.99 $70,007.41 $7,070.74 $77,078.15 Jul 2026 Invoice Plan Item Description Qty Subtotal Tax Total Year 5 72036 FLEET 3 STANDARD 2 CAMERA KIT 29 $0.00 $0.00 $0.00 Year 5 Fleet3A Fleet 3 Advanced 12 $29,952.01 $3,025.15 $32,977.16 Year 5 Fleet3ARe Fleet 3 Advanced Renewal 29 $40,055.40 $4,045.59 $44,100.99 Total $70,007.41 $7,070.74 $77,078.15 Page 4 Q-388116-44680.889 BH N 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. 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. Page 5 Q-388116-44680.889BH Signature Date Signed 4/29/2022 Page 6 Q-388116-44680.889BH 26 Axon Enterprise, Inc. Protect Life. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Fax: (480) 658-0629 Richard Mitchell 206-431-3673 r.mitchell@tukwilawa.gov Bill To: Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US Ship To: Richard Mitchell Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US 17-123 Council Approval 7/17/17 L' AX Quotation Quote: Q-118905-7 Date: 7/11/2017 11:24 AM Quote Expiration: 7/31/2017 Contract Start Date*: 8/1/2017 Contract Term: 5 years AX Account Number: 107449 SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Chris Neubeck 602-708-0074 cneubeck@taser.com Fedex - Ground Net 30 *Note this will vary based on the shipment date of the product. Year 1 - Hardware and Evidence.com - Due Net 30 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 399.00 USD 19,950.00 USD 0.00 USD 19,950.00 50 73004 WALL CHARGER, USB SYNC CABLE, FLEX USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 20 11507 MOLLE MOUNT, SINGLE, AXON RAPIDLOCK USD 29.95 USD 599.00 USD 0.00 USD 599.00 20 11508 MOLLE MOUNT, DOUBLE, AXON RAPIDLOCK USD 39.95 USD 799.00 USD 0.00 USD 799.00 10 74008 AXON DOCK, 6 BAY + CORE, AXON BODY 2 USD 1,495.00 USD 14,950.00 USD 0.00 USD 14,950.00 10 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK USD 35.00 USD 350.00 USD 0.00 USD 350.00 13 22002 HANDLE, BLACK, CLASS III, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 13 22014 WARRANTY, 4 YEAR, X2 USD 0.00 USD 0.00 USD 0.00 USD 0.00 ( Page 1 of 4 J + g r -i r1.sc.tCS' 27 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 37 11002 HANDLE, BLACK, CLASS III, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 37 11004 WARRANTY, 4 YEAR, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 70116 PPM, SIGNAL USD 0.00 USD 0.00 USD 0.00 USD 0.00 11 22501 HOLSTER, BLACKHAWK, RIGHT, X2, 44HT01 BK -R -B USD 0.00 USD 0.00 USD 0.00 USD 0.00 2 22504 HOLSTER, BLACKHAWK, LEFT, X2, 44HT0 1BK-L-B USD 0.00 USD 0.00 USD 0.00 USD 0.00 32 11501 HOLSTER, BLACKHAWK, RIGHT, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 5 11504 HOLSTER, BLACKHAWK, LEFT, X26P USD 0.00 USD 0.00 USD 0.00 USD 0.00 50 80075 OSP BWC & CEW BUNDLE: YEAR 1 PAYMENT USD 1,188.00 USD 59,400.00 USD 0.00 USD 59,400.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 15 80011 BASIC EVIDENCE.COM LICENSE: 5 YEAR USD 900.00 USD 13,500.00 USD 2,858.55 USD 10,641.45 150 85114 EVIDENCE.COM INCLUDED STORAGE (GB) -5 YEAR CONTRACT USD 0.00 USD 0.00 USD 0.00 USD 0.00 5 80021 PRO EVIDENCE.COM LICENSE: 5 YEAR USD 2,340.00 USD 11,700.00 USD 952.85 USD 10,747.15 150 85114 EVIDENCE.COM INCLUDED STORAGE (GB) -5 YEAR CONTRACT USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80052 CAD/RMS SERVICE ADD-ON: YEAR 1 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 1 85055 AXON FULL SERVICE USD 15,000.00 USD 15,000.00 USD 0.00 USD 15,000.00 Year 1 - Hardware and Evidence.com - Due Net 30 Tax Amount: Year 1 - Hardware and Evidence.com - Due Net 30 Discount: Year 1 - Hardware and Evidence.com - Due Net 30 Net Amount Due Including Taxes: USD 11,743.67 USD 16,411.40 USD 144,180.27 Spares QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 3 74001 AXON CAMERA ASSEMBLY, ONLINE, AXON BODY 2, BLK USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 73004 WALL CHARGER, USB SYNC CABLE, FLEX USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 74020 MAGNET MOUNT, FLEXIBLE, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 3 74021 MAGNET MOUNT, THICK OUTERWEAR, AXON RAPIDLOCK USD 0.00 USD 0.00 USD 0.00 USD 0.00 1 11002 HANDLE, BLACK, CLASS III, X26P USD 964.05 USD 964.05 USD 964.05 USD 0.00 1 11004 WARRANTY, 4 YEAR, X26P USD 297.75 USD 297.75 USD 297.75 USD 0.00 Spares Tax Amount: Spares Discount: Spares Net Amount Due Including Taxes: USD 0.00 USD 1,261.80 USD 0.00 Page 2 of 4 28 Year 2 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80076 OSP BWC & CEW BUNDLE: YEAR 2 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80053 CAD/RMS SERVICE ADD-ON: YEAR 2 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 2 - Evidence.com Tax Amount: Year 2 - Evidence.com Discount: Year 2 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 3 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80077 OSP BWC & CEW BUNDLE: YEAR 3 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80054 CAD/RMS SERVICE ADD-ON: YEAR 3 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 3 - Evidence.com Tax Amount: Year 3 - Evidence.com Discount: Year 3 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 4 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80078 OSP BWC & CEW BUNDLE: YEAR 4 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80055 CAD/RMS SERVICE ADD-ON: YEAR 4 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 4 - Evidence.com Tax Amount: Year 4 - Evidence.com Discount: Year 4 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Year 5 - Evidence.com QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 50 80079 OSP BWC & CEW BUNDLE: YEAR 5 PAYMENT USD 1,188.00 USD 59,400.00 USD 6,240.00 USD 53,160.00 2,000 85110 EVIDENCE.COM INCLUDED STORAGE USD 0.00 USD 0.00 USD 0.00 USD 0.00 70 80056 CAD/RMS SERVICE ADD-ON: YEAR 5 PAYMENT USD 180.00 USD 12,600.00 USD 12,600.00 USD 0.00 Year 5 - Evidence.com Tax Amount: Year 5 - Evidence.com Discount: Year 5 - Evidence.com Net Amount Due Including Taxes: USD 5,316.00 USD 18,840.00 USD 58,476.00 Page 3 of 4 29 Officer Safety Plan Includes: • • • • • • • Subtotal Estimated Shipping & Handling Cost Estimated Tax Grand Total Evidence.com Pro License - Upgrades to your purchased AXON cameras and Docks at years 2.5 and 5 under TAP Extended warranties on AXON cameras and Docks for the duration of the Plan Unlimited Storage for your AXON devices and data from the Evidence Mobile App One TASER CEW of your choice with a 4 year extended warranty (5 years total of warranty coverage) One CEW holster and battery pack of your choice 40 GB of included storage for other digital media Additional terms apply. Please refer to the Evidence.com Master Service Agreement for a full list of terms and conditions for the Officer Safety Plan. Hardware Shipping Estimate USD 345,076.60 USD 439.78 USD 33,007.67 USD 378,524.05 Typically, hardware shipment occurs between 4 — 6 weeks after purchase date. Product availability for new or high demand products may impact delivery time. Axon Enterprise, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon's Master Services and Purchasing Agreement posted at haps://www.axon.com/legal/sales-terms-and-conditions. You represent that you are lawfully able to enter into contracts and if you are entering into this agr- - -nt for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that do nCIO . • e h' authority, do not sign this Quote. �j Date: 3-71a � sr o�[7 i Signature: •_/ Name (Print): PO# (if needed): 30 Title: Quote: Q-118905-7 Please sign and email to Chris Neubeck at cneubeck@taser.com or fax to (480) 658-0629 THANK YOU FOR YOUR BUSINESS! `Protect Life'© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. © 2013 Axon Enterprise, Inc. All rights reserved. Page 4 of 4 Axon Enterprise, Inc. Protect Lrfe. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Fax: (480) 658-0629 Richard Mitchell 206-431-3673 r.mitchell@tukwilawa.gov Bill To: Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US Ship To: Richard Mitchell Tukwila Police Dept. - WA 6200 SOUTHCENTER BLVD. Tukwila, WA 98188 US Quotation Quote: Q-119632-2 Date: 6/13/2017 8:34 AM Quote Expiration: 6/30/2017 Contract Start Date*: 9/1/2017 Contract Term: 5 years AX Account Number: 107449 SALESPERSON PHONE EMAIL DELIVERY METHOD PAYMENT METHOD Chris Neubeck 602-708-0074 cneubeck@taser.com Fedex - Ground Net 30 *Note this will vary based on the shipment date of the product. Axon Fleet Pre -Order Thank you for your interest in Axon! This pre -order is a commitment to purchase Axon Fleet. Axon Fleet will be available for delivery sometime in 2017. You will be notified if there are any delays. Axon reserves the right to make product changes without notice. Axon Fleet System Compatibility Additional costs may be incurred by the customer related to installing or optimizing their wireless infrastructure in order to achieve the desired wireless download speeds, access point coverage, bandwidth or network stability. These costs are solely the responsibility of the customer. Year 1 Due Net 30 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 58 74003 CAMERA SYSTEM, AXON FLEET USD 382.28 USD 22,172.24 USD 8,307.92 USD 13,864.32 58 74025 MOUNT ASSEMBLY, AXON FLEET USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 70112 AXON SIGNAL UNIT USD 0.00 USD 0.00 USD 0.00 USD 0.00 58 74024 BATTERY SYSTEM, AXON FLEET USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 74027 Axon Fleet Dongle USD 0.00 USD 0.00 USD 0.00 USD 0.00 29 85731 FLEET UNLIMITED PACKAGE: YEAR 1 PAYMENT USD 0.00 USD 0.00 USD 0.00 USD 0.00 1 80131 TRAIN INSTALLER OR INSTALLATION FACILITY, PER DAY, PER SITE USD 1,742.00 USD 1,742.00 USD 0.00 USD 1,742.00 2 74074 WI -FI OFFLOAD STORE & FORWARD SERVER HARDWARE USD 3,000.00 USD 6,000.00 USD 0.00 USD 6,000.00 Page 1 of 3 31 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 2 74067 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 1 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 1 74066 WI -Fl OFFLOAD NETWORK PROFESSIONAL SERVICES USD 1,000.00 USD 1,000.00 USD -1,500.00 USD 2,500.00 Year 1 Tax Amount: Year 1 Discount: Year 1 Net Amount Due Including Taxes: USD 2,356.43 USD 6,807.92 USD 27,662.75 Year 2 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85732 FLEET UNLIMITED PACKAGE: YEAR 2 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74068 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 2 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 2 Tax Amount: Year 2 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Year 3 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85733 FLEET UNLIMITED PACKAGE: YEAR 3 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74069 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 3 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 3 Tax Amount: Year 3 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Year 4 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85734 FLEET UNLIMITED PACKAGE: YEAR 4 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74070 WI -FI OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 4 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 4 Tax Amount: Year 4 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Year 5 QTY ITEM # DESCRIPTION UNIT PRICE TOTAL BEFORE DISCOUNT DISCOUNT ($) NET TOTAL 29 85735 FLEET UNLIMITED PACKAGE: YEAR 5 PAYMENT USD 1,188.00 USD 34,452.00 USD 0.00 USD 34,452.00 2 74071 WI -Fl OFFLOAD STORE & FORWARD SOFTWARE LICENSE YEAR 5 PAYMEN USD 600.00 USD 1,200.00 USD 0.00 USD 1,200.00 Year 5 Tax Amount: Year 5 Net Amount Due Including Taxes: USD 3,565.20 USD 39,217.20 Page 2 of 3 32 Subtotal Estimated Shipping & Handling Cost Estimated Tax Grand Total Axon Body 2 Shipping USD 167,914.32 USD 280.88 USD 16,617.23 USD 184,812.43 Axon Body 2 is available for delivery between 8-10 weeks after purchase date. You will be notified if there are any delays. Axon reserves the right to make product changes without notice. Axon Enterprise, Inc.'s Sales Terms and Conditions for Direct Sales to End User Purchasers By signing this Quote, you are entering into a contract and you certify that you have read and agree to the provisions set forth in this Quote and Axon's Master Services and Purchasing Agreement posted at www.axon.com/legal. You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this auth srli3, do no sign t_ Q o e. Signature: N Name (Print): PON (if needed): 411cc 2 -Kb -e -j Date: Title: Quote: Q-119632-2 %L , J7 MP- Please sign and email to Chris Neubeck at cneubeck@taser.com or fax to (480) 658-0629 THANK YOU FOR YOUR BUSINESS! 'Protect Life'© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S. © 2013 Axon Enterprise, Inc. All rights reserved. Page 3 of 3 33 34 AXON MASTER SERVICES AND PURCHASING AGREEMENT between AXON ENTERPRISE, INC. and City of Tukwila CITY Agreement Number: 35 MASTER SERVICES AND PURCHASING AGREEMENT This Master 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 Tukwilla Police Department (Agency, Party or collectively Parties), is entered into as of July 17, 2017 (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-119632-2, Q118905-4 (the Quote), which is hereby incorporated by reference. In consideration of this Agreement the Parties agree as follows: 1 Term. This Agreement will commence on the Effective Date and will remain in full force and effect until terminated by either Party. Axon services will not be authorized until a signed Quote or Purchase Order is received, whichever is first. 1.1 Evidence.com Subscription Term: The Initial Term of the Subscription services will begin after shipment of the Product. If shipped in 1st half of the month, the start date is on the 1st of the following month. If shipped in the last half of the month, the start date is on the 15th of the following month. Subscription Services will automatically renew for additional successive Terms of one (1) year after completion of the initial Term at the list price then in effect, unless the Agency gives Axon written notice of termination within sixty (60) days prior to the end of a one (1) year period. 1.2 Professional Services Term: Amounts pre -paid for professional services as outlined in the Quote and the Professional Service Appendix must be used within 6 months of the Effective Date. 2 Definitions. "Business Day" means Monday through Friday, excluding holidays. "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. "Documentation" means the (i) specifications, explanatory or informational materials, whether in paper or electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical manuals, training manuals, warnings, specification or other explanatory or informational materials, whether in paper or electronic form, that relate to the Products provided under this Agreement. "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 product or service provided by us under this Agreement for use with Evidence.com. This does not include any Third Party Applications, hardware warranties, or the my.evidence.com services. "Installation Site" means the location(s) where the Products are to be installed. "Policies" means the Trademark Use Guidelines, all restrictions described on the Axon website, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials. "Products" means all Axon equipment, software, cloud based services, Documentation and software 36 4AXON maintenance releases and updates provided by Axon under this Agreement. "Quote" is an offer to sell, is valid only for products and services listed on the quote at prices on the quote. All Quotes referenced in this Agreement or issued and accepted after the Effective Date of this Agreement will be subject to the terms of this Agreement. 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. Axon reserves the right to adjust prices or Products unless otherwise specified in the Quote. "Resolution Time" means the elapsed time between Axon's acknowledgment of an issue until the problem in the Services has been resolved, which does not include time delays caused by the Agency or by third parties outside of Axon's reasonable control. "Services" means all services provided by Axon pursuant to this Agreement. "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 Services, (b) cause to interface with the Evidence.com Services, or (c) upload to the Evidence.com Services under the Agency account or otherwise transfer, process, use or store in connection with the Agency account. 3 Payment Terms. Invoices are due to be paid within 30 days of the date of invoice. All orders are subject to prior credit approval. Payment obligations are non -cancelable and 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. 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: Rejection. Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are E.X.W. 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 all freight charges. Any loss or damage that occurs during shipment is the Agency's responsibility. Shipping dates are estimates only. The Agency may reject nonconforming Product by providing Axon written notice of rejection within 10 days of shipment. 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 TM*: Maar Services end Pur h..ln0 AOn.ment with exhibit, telen•furel Deprmunl: 1pel Version: a.0 R.Nue Deb; 4Iaf7017 Page 3 of 23 37 AXON through the balance of the 1 -year limited warranty term plus the term of the extended warranty measured after the 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 are covered under the manufacturer's warranty. If Axon determines that a valid warranty claim is received within the warranty period, 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 and Axon will not be responsible for any loss, data loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product's use; (b) damage caused by use with non -Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage 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) if any Axon 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 which 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.corn/support or www.evidence,corm, 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 services 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 Tt1ir. 641Nr NMcN and Punhalnd AYrummt with 6ddbts (slanuun) MAOMant: LpM canton: 0.0 ROHN, Dots: 4/117017 38 Page 4 of 23 AXON on the storage media or any other part of the product services. 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 Purchaser's property and the replaced item becomes Axon's property. 8 Product Warnings. See our website at www: axon com for the most current 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 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, 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 Indemnitees (the Agency's officers, directors, and employees) 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 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 us the defense or settlement of such a claim at our expense, and cooperate fully with us 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 Services by the Agency or any third party not approved by Axon; (b) use of the Evidence.com Services in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Services 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 Services. 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) 1111e: Mater Hrvlen end Purehetln0 Agrament with exhibit* (N9nehin) DaWrtment: Legal Version: IA RNase Date: 41119017 Page 5 of 23 39 AXON 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 Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services. 15 Termination. 15.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the 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 under this Section and Axon fails to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis. 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 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 then current fiscal year. The Agency may also terminate this Agreement for any reason upon 60 days notice to Axon. 15.3 Effect of Termination. Upon termination of this Agreement for any reason: (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. 15.4 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 downloded 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. 15.5 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 will result in nue: mists undo. and Purchasing AOn.m.nt with Pahlalt. (9Wmtunl .p.rtm.nt: L.9M Vnslom CO Rideau Den: 4//19017 40 Page 6 of 23 �� AXON additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 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 Party's Confidential Information during the Term or at any time during the 5 -year period following the end of the Term. All Axon Pricing is considered confidential and competition sensitive. Axon acknowledges the Agency shall provide records responsive to requests in accordance with the Washington State Public Records Act. The Agency may provide notice of said request to Axon. 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 Party 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' 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 knowinglycause 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. W .:: LM.br kMco . uM ►urehNMO A91Nm,nt with mlhthil. (elprtiwrn) DsMMrt .nl: Ligli vnwn: Lb RNNu Dob: 4/$IO17 Page 7 of 23 41 AXON 16.8 U.S. Government Rights. Any Evidence.com Services 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 Services. 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 Services. 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 our 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 our assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and 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. AGENCY: ATTN: Contracts City Clerk 17800 N. 85th Street City of Tukwila Scottsdale, Arizona 85255 6200 Southcenter Boulevard contractsPaxon.com Tukwila, WA 98188 Me: Masts, 6.Mna and Pun:MNn! AOnamint wIth !Wens (61lnatun) Department uwl Vinton: 0,0 Robins Das; 415001? 42 Page 8 of 23 Ai AXON 16.15 Entire Agreement. This Agreement, including the APPENDICES attached hereto, and the Policies and the quote provided by Axon, represents the entire agreement between the Parties. 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. Axon Enterprise, I c.J jf Signature: -/ Name: Joy-, 1S (>, Title: \:: \r7 , G -lc Date: , / 1 I ml.: Maar 'Irvin» and PurcMdng Agrnment with gxNMta (Signature) Department: 140 Version: CO Rain Date: 4I312017 City of Tukwila Signature: Name: lig 11 a r\ Cl�_I-tee Title: ni two r" Date: -- J , 0101-) APPROVED AS TO FORM: Office of the City Attorney Page 9 of 23 43 AXON Evidence.com Terms of Use Appendix 1 Access Rights. 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 Services for the storage and management of Agency Content during the subscription term (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. 2 Agency Owns Agency Content. The Agency controls and owns all right, title, and interest in and to Agency Content and Axon obtains no rights to 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 the purpose of providing and supporting the Evidence.com Services 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 Services will violate this Agreement or applicable laws. 3 Evidence.com Data Security. 3.1. 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 and taking steps to maintain appropriate security and access by end users to Agency Content. Log -in 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 which 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 which 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 party may be using the Agency account or Agency Content or if account information is lost or stolen. 3.2. FBI CJIS Security Addendum. For customers based in the United States, 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. 4 Our Support. Axon will make available updates as released by Axon to the Evidence.com Services. Updates may be provided electronically via the Internet. Axon will use reasonable 11 .: Master Canton and t'uraMOtng AarHm.nt with e,h b is (610n61urn) Department: Local Version: CO RNN * Data: 46!9017 44 Page 10 of 23 AXON efforts to continue supporting the previous version of any API or software for 6 months after the change (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities. The Agency is responsible for maintaining the computer equipment and Internet connections necessary for use of the Evidence.com Services. 5 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 for the account upon request or as part of our 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. 6 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 if the data originates from a Axon device. For use of Totally Unlimited Evidence.com Licenses Axon reserves the right to limit the types of content the Agency can store and share using the Services. 7 Fees and Payment. Additional end users may be added during the Term at the pricing in effect at the time of purchase of additional end users, prorated for the duration of the Term. Additional end user accounts will terminate on the same date as the pre-existing subscriptions. Axon reserves the right to charge additional fees for exceeding purchased storage amounts or for Axon's assistance in the downloading or exporting of Agency Content. 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 11t.: Muter Services end PurohHtngAgmrmnt%MbUMW, (gtgnnun) DpubmM; legal Version: 6,0 Rema Dote: 41612017 Page 11 of 23 45 4AXON 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 may, or 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 in a way intended 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 ours or our 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 our trademarks in accordance with the Axon Trademark Use Guidelines (located at www. axon,corn)• This: Mister Strikes end Purahnmg Agreement with Exhibit* (Signature) Department: Legal Version: 6.0 Relent* wtt: 441200 46 Page 12 of 23 AXON Professional Services Appendix 1 Scope of Services. The project scope will consist of the Services identified on the Quote. 1.1. The Package for the Axon and Evidence.com related Services are detailed below: Mee: Meshy l.Me.. and Purehnlny Agreement with E.MWb (lign.tun) Department: Legal Version: 6.0 RaIW. Date: 4412011 Page 13 of 23 47 System set up and configuration Setup Axon View on smart phones (if applicable). Configure categories & custom roles based on Agency need. Troubleshoot IT issues with Evidence.com and Axon Dock (Dock) access. Work with IT to install Evidence Sync software on locked -down computers (if applicable). One on-site session included. Dock installation Work with Agency to decide ideal location of Dock setup and set configurations on Dock if necessary. Authenticate Dock with Evidence.com using "admin" credentials from Agency. Work with Agency's IT to configure its network to allow for maximum bandwidth and proper operation within Agency's network environment. On site Assistance Included Dedicated Project Manager Assignment of a specific Axon representative for all aspects of planning the Product rollout (Project Manager). Ideally, the Project Manager will be assigned to the Agency 4-6 weeks prior to rollout. Weekly project planning meetings Project Manager will develop a Microsoft Project plan for the rollout of Axon camera units, Docks and Evidence.com account training based on size, timing of rollout and Agency's desired level of training. Up to 4 weekly meetings leading up to the Evidence.com Dock installation of not more than 30 minutes in length. Best practice implementation planning session -1 on-site session to: Provide considerations for establishment of video policy and system operations best practices based on Axon's observations with other agencies. Discuss importance of entering metadata in the field for organization purposes and other best practice for digital data management. Provide referrals of other agencies using the Axon camera products and Evidence.com services Create project plan for larger deployments. Recommend rollout plan based on review of shift schedules. System Admin and troubleshooting training sessions 2 on-site sessions—each providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Evidence.com. Axon instructor training Prior to general user training on Axon camera systems and Evidence.com services, Axon's on-site professional services team will provide training for instructors who can support the Agency's subsequent Axon camera and Evidence.com training needs. End user go live training and support sessions Provide individual device set up and configuration assistance; pairing with viewers when applicable; and training on device use, Evidence.com and Evidence Sync. Implementation document packet Evidence.com administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide Post go live review session Mee: Meshy l.Me.. and Purehnlny Agreement with E.MWb (lign.tun) Department: Legal Version: 6.0 RaIW. Date: 4412011 Page 13 of 23 47 AXON 1.2. Additional training days may be added on to any service package for additional fees set forth in the Quote. 2 Out of Scope Services. Axon is responsible to perform only the Services described on the Quote. Any additional services discussed or implied that are not defined explicitly by the Quote will be considered out of the scope. 3 Delivery of Services. 3.1. Hours and Travel. Axon personnel will work within normal business hours, Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed in advance. All tasks on-site will be performed over a consecutive timeframe unless otherwise agreed to by the Parties in advance. Travel time by Axon personnel to Agency premises will not be charged as work hours performed. 3.2. Changes to Services. Changes to the scope of Services must be documented and agreed upon by the Parties in a change order. Changes may require an equitable adjustment in the charges or schedule. 4 Authorization to Access Computer Systems to Perform Services. The Agency authorizes Axon to access relevant Agency computers and network systems solely for the purpose of performing the Services. Axon will workdiligently to identify as soon as reasonably practicable the resources and information Axon expects to use, and will provide an initial itemized list to the Agency. The 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 the Agency. 5 Site Preparation and Installation. Prior to delivering any Services, Axon will provide 1 copy of the then -current user documentation for the Services and related Products in paper or electronic form (Product User Documentation). The Product User Documentation will include all environmental specifications that must be met in order for the Services and related Products to operate in accordance with the Product User Documentation. Prior to the installation of Product (whether performed by the Agency or Axon), the Agency must prepare the Installation Site in accordance with the environmental specifications set forth in the Product User Documentation. Following the installation of the Products, the Agency must maintain the Installation Site where the Products have been installed in accordance with the environmental specifications set forth in the Product User Documentation. In the event that there are any updates or modifications to the Product User Documentation for any Products provided by Axon under this Agreement, including the environmental specifications for the Products, Axon will provide the updates or modifications to Agency when they are generally released by Axon to Axon customers. 6 Acceptance Checklist. Axon will present an Acceptance Checklist (Checklist) upon completion of the Services that will exactly mirror the description of services within this Section. The Agency will sign the Checklist acknowledging completion of the Services once the on-site service session has been completed. If the Agency reasonably believes that Axon did not complete the Services in substantial conformance with this Agreement, the Agency must 710•: Mest•r Services and Purcn..tm Aonrwn.nt with Exhibit. iSlgnatur.) D.p.mmeM: tapir Sissies: 6.0 Roles* Dat.: 1/612017 48 Page 14 of 23 SAXON notify Axon in writing of the specific reasons for rejection of the Services within 7 calendar days from delivery of the Checklist. Axon will address the issues and then will re -present the Checklist for approval and signature. If Axon does not receive the signed Checklist or a written notification of the reasons for the rejection of the performance of the Services within 7 calendar days of delivery of the Checklist, the absence of the Agency response will constitute affirmative acceptance of the Services, and a waiver of any right of rejection. 7 Liability for Loss or Corruption or Data. The Agency is responsible for: (i) instituting proper and timely backup procedures for Agency software and data; (ii) creating timely backup copies of Agency software or data that may be damaged, lost, or corrupted due to our provision of Services; and (iii) using backup copies to restore any Agency software or data in the event of any loss of, damage to, or corruption of the operational version of Agency software or data, even if such damage, loss, or corruption is due to Axon negligence. However, regardless of any assistance provided by Axon: (i) Axon will in no way be liable for the accuracy, completeness, success, or results of efforts to restore Agency software or data; (ii) any assistance provided by Axon under this Section is without warranty, express or implied; and (iii) in no event will Axon be liable for loss of, damage to, or corruption of Agency data from any cause. UM: WOW Unites .*d Pu1el+nu+0 xpiearwMi#W 6,1d6M t$gMt u D.p.ren.nt Legal Version: 6.0 RWn4 Cab: 4A77017 Page 15 of 23 49 AXON TASER Assurance Plan Appendix The TASER Assurance Plan or 'TAP" has been purchased as part of the Quote attached to this Agreement. TAP provides hardware extended warranty coverage, Spare Products, and Upgrade Models at the end of the TAP Term. TAP only applies to the Axon Product listed in the Quote with the exception of any initial hardware or any software services offered for, by, or through the Evidence.com website. The Agency may not buy more than one TAP for any one covered Product. 1 TAP Warranty Coverage. TAP includes the extended warranty coverage described in the current hardware warranty. TAP warranty coverage starts at the beginning of the TAP Term and continues as long as the Agency continues to pay the required annual fees for TAP. The Agency may not have both an optional extended warranty and TAP on the Axon camera/Dock product. TAP for the Axon camera products 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. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the following month. If the shipment of the hardware occurred in the second half of the month, then the Term starts on the 15th of the following month. 3 SPARE Product. Axon will provide a predetermined number of spare Products for those hardware items and accessories listed in the Quote (collectively the "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 RMA process, any broken or non-functioning units for which a Spare Product is utilized, and Axon will repair or replace the non-functioning unit with a replacement product. Axon warrants it will repair or replace the unit which 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. The Agency may not buy a new TAP for the replacement product or the Spare Product. 3.1. Within 30 days of the end of the TAP Term the Agency must return to Axon all Spare Products. The Agency will be invoiced for and are obligated to pay to Axon the MSRP then in effect for all Spare Products not returned to Axon. If all the Spare Products are returned to Axon, then Axon will refresh the allotted number of Spare Products with Upgrade Models if the Agency purchases a new TAP for the Upgrade Models. 4 TAP Officer Safety Plan (OSP'. The Officer Safety Plan includes the benefits of the Evidence.com Unlimited License (which includes unlimited data storage for Axon camera and Axon Capture generated data in the Evidence.com Services and TAP for the Axon Camera), TAP for Evidence.com Dock, one Axon brand CEW with a 4 -year Warranty, one CEW battery, and one CEW holster. At any time during the OSP term the Agency may choose to receive the CEW, battery and holster by providing a $0 purchase order. At the time elected to receive the CEW, the Agency may choose from any current CEW model offered. The OSP plan must be 7111.: Piaster e.,,,... m0 turch.NnO Aars.mtm will, E,t ib4 . I6WMiurei D.wrbn.nt: Lead Version: 6.0 ROOM D.b: 464017 50 Page 16 of 23 41 AXON purchased for a period of 5 years. If the OSP is terminated before the end of the term and the Agency did not receive a CEW, battery or holster, then we will have no obligation to reimburse for those items not received. If OSP is terminated before the end of the term and the Agency received a CEW, battery and/or holster then (a) the Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid as part of the OSP before the termination date; or (b) only in the case of termination for non -appropriations, return the CEW, battery and holster to Axon within 30 days of the date of termination. 5 TAP Upgrade Models. Upgrade Models are to be provided as follows during and/or after the TAP Term: (i) an upgrade will provided in year 3 if the Agency purchased 3 years of Evidence.com services with Ultimate Licenses or Unlimited Licenses and all TAP payments are made; or (ii) 2.5 years after the Effective Date and once again 5 years after the Effective Date if the Agency purchased 5 years of Evidence.com services with an Ultimate License or Unlimited Licenses or OSP and made all TAP payments. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to Axon or Axon will deactivate the serial numbers for the products received unless the Agency purchases additional Evidence.com licenses for the Axon camera products the Agency is keeping. The Agency may buy a new TAP for any Upgraded Model. 5.1. TAP Axon Camera Upgrade Models. 5.1.1. If the Agency purchased TAP for Axon Cameras as a stand-alone service, then Axon will upgrade the Axon camera (and controller if applicable), 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 Upgrade Model will utilize the same accessories or Dock. If the Agency would like to change product models for the Upgrade Model, then the Agency must pay the price difference in effect at the time of the upgrade between the MSRP for the offered 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 Upgrade Model. 5.1.2. If the Agency purchased 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. 5.2. TAP Dock Upgrade Models. 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. If the Agency would like to change product models for the 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 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 Upgrade Model. 6 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 then Axon may terminate TAP and all outstanding Product related TAPs. Axon will provide notification that TAP coverage is 71M: Master Mrvleee end PwchnNg Agreement web EeNWh (Signalise) Deportment: Legal Version: LO R..W Datr. 4*200 Page 17 of 23 51 L. AXON terminated. Once TAP coverage is terminated for any reason, then: 6.1. TAP coverage will terminate as of the date of termination and no refunds will be given. 6.2. Axon will not and has no obligation to provide the free Upgrade Models. 6.3. 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. 6.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TAP. 6.5. If the Agency received Axon Products free of charge and TAP 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 as part of the TAP before the termination date; or (b) only in the case of termination for non -appropriations, return the Products to Axon within 30 days of the date of termination. Me: Muter Sondem and Purchasing Agreement with EiWW% Mlignatund Dp.rtmml: Legal Vanden: 6.0 R.rm•Dst.: uaalatr 52 Page 18 of 23 L. AXON Axon Integration Services Appendix 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 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 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 out of the scope 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 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 Agency's: 5.1. Making available its relevant systems, including its current RMS, for assessment by Axon (including making these systems available to Axon via remote access if possible); Tine: Master Sendai and Purchasing Agreement with P.ehlblb (Signature) Department: Legal Vanden: 6.0 heloses Date; 41617017 Page 19 of 23 53 AXON 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 RMS solely for the purpose of 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. 71tl.: Mester *Kelm and Pwehseln0 Aar/anent wW, Exhibit, (egnnunl Department: Legal Version: CO Meese* Date: 11811017 54 Page 20 of 23 AXON Title: Muter Service, and Pureheeln0 Agreement with Exhibits (6lpneture) Department: lapel Version: 6.0 Release Dots: 4/6f1017 Page 21 of 23 55 {� AXON Axon Fleet Appendix Axon Fleet has been purchased as part of the Quote attached to this Agreement. 1 Axon Fleet Evidence.com Subscription Term. The Evidence.com Subscription for Axon Fleet will begin after the first shipment of the Axon Fleet hardware (Axon Fleet Subscription) if' shipped in 1st half of the month, the start date is on the 1st 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 Initial Term begins upon the shipment of the first phase, and subsequent phases will begin upon shipment of that phase. 2 Agency Responsibilities. The Agency is responsible for ensuring its infrastructure and vehicles adhere to the minimum requirements needed to effectively operate Axon Fleet as established by Axon during the on-site assessment at the Agency's facility and/or in Axon's technical qualifying questions. The Quote is based upon the Agency's accurate representation of its infrastructure. Any inaccuracies the Agency provides to Axon regarding the Agency's infrastructure and vehicles may subject the Quote to change. 3 For CradlePoint purchases only. If the Agency purchases CradlePoint Enterprise Cloud Manager, the Agency is responsible for complying with the CradlePoint end user license agreement. The Agency acknowledges that the term of the CradlePoint license may differ from the term of the Evidence.com license. The Agency further acknowledges that CradlePoint installation services are not within the scope of this Agreement. All CradlePoint hardware is warrantied under CradlePoint's manufacturer's warranty. In the event that the Agency requires support for its CradlePoint hardware, the Agency will contact CradlePoint directly. 4 Statement of Work. If the Agency has purchased installation services for Axon Fleet, the Statement of Work (SOW) attached to this Appendix will detail Axon s deliverables to the Agency with respect to the installation of Axon Fleet and any related hardware. Axon is responsible to perform only the services described in this SOW. Any additional services discussed or implied that are not defined explicitly by the SOW will be considered out of the scope. Axon may subcontract any part of the SOW to a qualified subcontractor. 5 Warranty Coverage. Axon's standard Hardware Warranty applies to Axon Fleet. 6 Axon Fleet Unlimited Storage. For use of an Axon Fleet Unlimited Evidence.com License, unlimited data may be stored as part of the Axon Fleet unlimited storage only if the data originates from Axon Fleet hardware. 7 Axon Fleet Unlimited Upgrade. If the Agency has purchased Fleet Unlimited, the Axon Fleet camera hardware is covered by a 4 -year extended warranty. Axon Fleet Unlimited also provides the Agency with Axon Fleet camera hardware Upgrade Models during the Term. Upgrade Models are to be provided as follows during and/or after the Axon Fleet Unlimited Term: 2.5 years after the Axon Fleet Subscription Start Date and once again 5 years after the Axon Fleet Subscription Start Date if the Agency purchased 5 years made all Axon Fleet Title: Muter Services and Swanning Aprum.nt Nlth Ealblts (Signature) Orperbmrrl: t.gd Version: SO Reteaa. Date: 41 12017 56 Page 22 of 23 41 AXON Unlimited payments. Any products replaced within the six months prior to the scheduled upgrade will be deemed the Upgrade Model. Thirty days after the Upgrade Models are received, the Agency must return the products to Axon or Axon will deactivate the serial numbers for the products received unless the Agency purchases additional Evidence.com licenses for the Axon camera products the Agency is keeping. 8 Fleet Unlimited Termination. If an invoice for Axon Fleet Unlimited is more than 30 days past due or the Agency defaults on its payments for the Evidence.com services then Axon may terminate Axon Fleet Unlimited and all outstanding Product related to Axon Fleet Unlimited. Axon will provide notification that Axon Fleet Unlimited coverage is terminated. Once Axon Fleet Unlimited coverage is terminated for any reason, then: 8.1. Axon Fleet Unlimited coverage will terminate as of the date of termination and no refunds will be given. 8.2. Axon will not and has no obligation to provide the free Upgrade Models. 8.3. The Agency will be invoiced for and is obligated to pay to Axon the MSRP then in effect for all Spare Products provided under Axon Fleet Unlimited. 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. 8.4. The Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. The 'Delta Axon' logo, Axon, Axon Capture, Axon Dock, Axon Commander, Axon Interview, Axon View, Evidence.com, Evidence Sync, TASER, TASER CAM, and the 'Bolt within Circle' logo are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved. © 2017 Axon Enterprise, Inc. 71g.: Uut.r $.ruts.m and Purchasing Agrasm.nt Path Exhibits (61gn tura) D.p.rlm.rd: Legal V.nbn: 6.0 R.Im.. Oat.: 416/5017 Page 23 of 23 57