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AG 21-196 - AXONRETURN TO: Terry Smith F_XT: 2550 1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEFT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. B Y': ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G.. RFB. RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIN41TED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEN-LENT ❑ N-IAINTENANCEAGREEN-IENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E,c BOND REL,erED DOCUMENTs) ❑ ORDINANCE ❑ RESOLUTION it CONTRACT AMENDMENT (AG4): AG21-196 ❑ INTERLOCAL R OTHER Amendment #1 5. PROJECT NAN-1E: Evidence.com Licenses for Prosecutor 6. NANIE OF CONTRACTOR: AXON ADDRESS: 17800 N 85TH STREET, SCOTTSDALE, ARIZONA, 85255 TELEPHONE 800-978-2737 E-MAIL: NCOADY@AXON.COM FAX: SIGNATURENAME: Nathan Coady TITLESales Representative 7. EXHIBITS AND ATTACHMENTS: & SCOPE. WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE: REQUIRE MENTS/CERT1FICA rE L - A[-L OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITYTO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACUANIENDiIdEYI-S 8. TERM: COMNIENCEN-I ENT DATE: October 2022 COMPLETION DATE: September 2026 6 9. TOTALCOMPENS ATION S 13,661.21 �'('� .3� j'� jo''/D rAjL (INCLUDE EXPENSES AND SALES LAX, IF ANY) (IF CALCULATED ON HOURLI' LABOR CHAR _ -.M 'e1Cl-I SCIICI7(1- S OF E\,iPLO)'EES T1Ti E5 AND I iOl_IDA)' RATES) 11 i�E1 I1�113 GIRS:�-�3 E.-I~-E�PGN.�i!?: C� l'�5�I a•lt�l F 1 C�u-i�i:4X11ti4 U 1+1 L][71:L�R-A�I4]L-Ii�i=F:� - - — ISSALES TAX OWED ioYES ONO IF YES, S Calculated in Total Compensation PAID BY: El CONTRACTOR CITY RETAINAGE: RE-T1[NAGE AMOUNT: ❑ RE•T WAGE. AGREE\'IE-NT (SEE CONTRACT) OR ❑ RE rAINAGE BOND PROVIDED N PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-88-414 10. DOCUMENT/CONTRACT REVIEW INITIAL/ DATE REVIEWED. ❑ PROJEC'T N-IANAGER ® DIRECTOR ❑ RISK NMANAGEMENT (IF APPLICABLE) ❑ LAW JRC 10/11/22 INITIAL/ DATE APPROVED 11. COLiNCILAPPROV=IL([FAPPLICABLE) COM411"1-rE-EAPPRovu,DATE: obor COUNCILAPPROVALDATE:�� 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: - DATE REC"D:. ❑. ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS CREATE ELECTRONIC RENIINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (InClude dept. support stafl'if necessary and feel free to set notilicalion more than a month in advance if'council approval is needed.) INITIAL / D.ATE SIGNED ❑ LAW DEPARTMENT IN SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG; COMMENTS-. 2/20l7 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States VAT: 86-0741227 Domestic: (800) 978-2737 International: +1.800.978.2737 • Federal Way City Prosecutor 33325 8th Avenue South Federal Way, WA 98003 USA Program Length PLAN NAME Amendment #1 for Ag-21-196 Federal Way (WA) City Prosecutor 33325 8th Avenue South Federal Way, WA 98003 USA Email: 47 Months $12,408.00 $13,661.21 INVOICE DATE Q-396368-44820.993NC Issued:09/16/2022 Quote Expiration: 090022 Payment Terms: N30 Delivery Method: Fedex - Ground Nathan Coady Ryan Call Phone: Phone: 2538352572 Email: ncoady@axon.com Email: ryan.call@cityoffederalway.com Fax: Fax: AMOUNT DUE Year 1 Jun, 2022 $3,102.00 _Year 2 Juh, 2023 _ _ $3,102.00 Year 3 An, 2024 $3,102.00 Year 4 Jun, 2025 $3.102.00 1 Q-396368-44820.993NC Quote Details Item Description QTY PmLicense Pro License Bundle 4 D narnicBundle Redaction Assist Account -Wide 12 E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE 4 A La Carte Storage 73683 10 GB EVIDENCE.COM A -LA -CART STORAGE- 12 Category Other Item _ Description 73478 REDACTION ASSISTANT USER LICENSE QTY 12 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. Q-396368-44820.993 N C Standard Terms and Conditions Axon Master Services and Purchasing Agreement: ACEIP: Axon Enterprise Inc. Sales Terns 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.axoti.comiie alisales-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. Q-39 6368-44820.993 N C Signature 9/16/2022 0- Date Signed Q-396368-44820.993 N C RETURN TO: Kurt Schwan EXT: 6875 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV. Police . ORIGINATING STAFF PERSON: Kurt Schwan EXT: 6875 DATE REQ. BY: ASAP TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G, RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT 2 GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ OTHER PROJECT NAME: Police Body -Worn Cameras NAME OF CONTRACTOR: AXON ADDRESS: 17800 N 85th St.Scottsdale, Arizona 85255 E-MAIL: SIGNATURE NAME: ❑ INTERLOCAL _TELEPHONE _ FAX: TITLE (800)978-2737 EXHIBITS AND ATTACHMENTS: © SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS TERM: COMMENCEMENT DATE: October 2021 COMPLETION DATE: October 2026 TOTAL COMPENSATION $ 2,419,039.56 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES A NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 15YES ONO IF YES, $ exact amount unknown at this time PAID BY: ❑ CONTRACTOR A CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE L PURCHASING: PLEASE CHARGE TO: Traffic Safety Fund - 112-2100-112-521-70.410 O o - D " l Q -J 2 (-- 3 0. DOCUMENT/CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) PILAW 1. COUNCIL APPROVAL (IF APPLICABLE) 2. CONTRACT SIGNATURE ROUTING INITIAL / DATE REVIEWED 2[ *} COMMITTEE APPROVAL DATE: ! V INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ;OMMENTS: cgww nay (,V- 0N \I12nIwl1 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 L AXON Master Services and Purchasing Agreement between Axon and Agency This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are each a "Party" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement act as a master agreement governing all subsequent purchases by Agency for the same Axon products and services in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by reference as a Quote. The Parties therefore agree as follows: 1 Definitions. "Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third -party applications, hardware warranties, and my.evidence.com. "Axon Device" means all hardware provided by Axon under this Agreement. "Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon reserves the right to cancel any orders resulting from such errors. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 2 Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term"). All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 plans begin after shipment of the applicable Axon Device. If Axon ships the Axon Device in the first half of the month, the start date is the 1 st of the following month. If Axon ships the Axon Device in the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term"). Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then -current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys' fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. Title: Master Services and Purchasing Agreement between Axon ana Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 1 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 A X � N Master Services and Purchasing Agreement between A Axon and Agency 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon -manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its Axon -manufactured accessories for 90-days from the date of Agency's receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non - Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non -Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon's sole responsibility is to repair or replace the Device with the same or like Device, at Axon's option. A replacement Axon Device will be new or like new. Axon will warrant the replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device or (b) 90-days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering a Axon Device for service, Agency must upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon Device sent to Axon for service. 7.3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Agency submits the broken or non- functioning units, through Axon's warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency in accordance with shipping terms under Section 5. Axon assumes no liability or obligation in the event Agency does not utilize Spare Axon Devices for the intended purpose. 7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. 7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the 12 months preceding the claim. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 2 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXON Master Services and Purchasing Agreement between Axon and Agency 10 Design Chan es. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Axon Devices and Services previously purchased by Agency. 11 Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle. 12 Insurance. Axon will maintain General Liability, Workers' Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13 Indemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third -party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers compensation. 14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third -party claim alleging that the use of Axon Devices or Services infringes or misappropriates the third-party's intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon's expense and cooperate fully with Axon in the defense or settlement of such claim. Axon's IP indemnification obligations do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third -party not approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon. 16 A-gency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between Agency and a third -party over Agency's use of Axon Devices. 17 Termination. 17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. 17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non -appropriation, Agency may return Axon Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components. 18 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be Title: Master Services and Purchasing Agreement oetween Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 3 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Master Services and Purchasing Agreement between AXON Axon and Agency understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential Information during the Term and for 5-years thereafter. Axon pricing is Confidential Information and competition sensitive. If Agency is required by law to disclose Axon pricing, to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly announce information related to this Agreement. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's reasonable control. 19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 19.3 Third -Party Beneficiaries. There are no third -party beneficiaries under this Agreement. 19.4 Non -Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19.5 Export Compliance, Each Party will comply with all import and export control laws and regulations. 19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective successors and assigns. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Agency: Attn: Legal Attn: 17800 N. 85th Street Street Address Scottsdale, Arizona 85255 City, State, Zip legal@axon.com Email 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 13.0 Release Date: 3/31/2021 Page 4 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon EnterpwrMs,��reuy, Signature: 50 E8843iF144:4.. Name: Robert Driscoll Title: VP, Assoc. General counsel 8/24/2021 Date: Federal Way Police Department Signature: Name: Title: Me: VGCL_ Date: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 5 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AAXON_ Master Services and Purchasing Agreement Axon Cloud Services Terms of Use Appendix Definitions. "Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non -Content Data. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. "Non -Content Data" is data, configuration, and usage information about Agency's Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non -Content Data includes data about users captured during account management and customer support activities. Non -Content Data does not include Agency Content. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Agency may not upload non- TASER Data to Axon Evidence Lite. 3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content is not Axon's business records. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will only have access to Agency Content for the limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products. 4 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user's access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately Title: plaster Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 6 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 ea A "XO N Master Services and Purchasing Agreement reement if an unauthorized party may be using Agency's account or Agency Content, or if account information is lost or stolen. To the extent Agency uses the Axon Cloud Services to interact with YouTube®, such use may be governed by the YouTube Terms of Service, available at https://www.youtube.com/static?template=terms. 6 Privacy. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services- privacy-policy. Agency agrees to allow Axon access to Non -Content Data from Agency to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products. 7 Axon Body 3 Wii-Fi Positioning. Axon Body 3 cameras offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Agency administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Agency chooses to use this service, Axon must also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non -Content and Personal Data will be sent to Skyhook Holdings, Inc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject to the Skyhook Services Privacy Policy. 8 Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9 Location of Storage. Axon may transfer Agency Content to third -party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. 10 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third -party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon's affiliates, or any third -party to liability; or (d) be fraudulent. Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warrant . Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Records. Axon Records is the software -as -a -service product that is generally available at the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency will be entitled to receive Axon's Update and Upgrade releases on an if -and -when available basis. The Axon Records Subscription Term will end upon the competition of the Axon Records Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 7 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 L'� AXON � Master Services and Purchasing Agreement Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon competition of the OSP 7 Term ("Axon Records Subscription") An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Agency purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Agency. 13 Axon Clout! Services Restrictions. Agency and Agency end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to: 13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 13.4 use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 13.5 access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud Services; or 13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third -party privacy rights; or to store or transmit malicious code. 14 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 15 Post -Termination Assistance. Axon will provide Agency with the same post -termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 16 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 8 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXON Master Services and Purchasing Agreement reement 17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. Title: Master Services and Purc5asing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 9 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 �AXON " Master Services and Purchasing Agreement reement Axon Customer Experience Improvement Program Appendix Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon's development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Agency Content from all of its customers, to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de -identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency will be a participant in ACEIP Tier 1. If Agency does not want to participate in ACEIP Tier 1, Agency can revoke its consent at any time. If Agency wants to participate in Tier 2, as detailed below, Agency can check the ACEIP Tier 2 box below. If Agency does not want to participate in ACEIP Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers. 1.1 ACEIP Tier 1. 1.1.1. When Axon uses Agency Content for the ACEIP Purposes; Axon will extract from Agency Content and may store separately copies of certain segments or elements of the Agency Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de -identify Agency Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Techniques)"). For illustrative purposes, some examples are described in footnote 11. For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Agency from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Agency request. Once de -identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Agency may revoke the consent granted herein to Axon to access and use Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. In addition, if Axon uses Agency Content for the ACEIP Purposes, upon request, Axon will make available to Agency a list of the specific type of Agency Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 10 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 L AXON Master Services and Purchasing Agreement reement applicable to the Agency Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Agency notice (by updating the list of Use Case at https://www.axon.com/aceip_ and providing Agency with a mechanism to obtain notice of that update or another commercially reasonable method to Agency designated contact) ("New Use Case"). 1.1.2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon termination of the Agreement. In accordance with section 1.1.1, within 30 days of receiving the Agency's request, Axon will no longer access or use Agency Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Agency. 1.2 ACEIP Tier 2. In addition to ACEIP Tier 1, if Agency wants to help further improve Axon's services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants Axon certain additional rights to use Agency Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed or de -identified data. O Check this box if Agency wants to help further improve Axon's services by participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby agrees to the Axon Customer Experience Improvement Program Tier 2 Terms of Service, available at https://www.axon.com/sales-terms-and-conditions and incorporated herein by reference. Title: Master Services an Purc asing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 11 of 21 DocuSign Envelope ID: 5ES66F66-0622-473B-82BA-698A4AFFD766 L AXON Master Services and Purchasing Agreement Professional Services Appendix Utilization of Services. Agency must use professional services as outlined in the Quote and this Appendix within 6 months of the Effective Date. 2 Body -Worn Camera Full Service (BWC Full Servico. BWC Full Service includes advance remote project planning and configuration support and up to 4 consecutive days of on -site service and a professional services manager to work with Agency to assess Agency's deployment and determine which on -site services are appropriate. If Agency requires more than 4 consecutive on - site days Ag_e_ncy must purchase additional days. BWC-Full Service options include: System set up and configuration ■ Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories and custom roles based on Agency need ■ Register cameras to Agency domain • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access • One on -site session included Dock configuration Work with Agency to decide the ideal location of Docks and set configurations on Dock a Authenticate Dock with Axon Evidence using admin credentials from Agency _ • On -site assistance, not to include ph sy ical mounting of docks Best practice implementation planning session • Provide considerations for the establishment of video policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata in the field for organization purposes and other best practice for digital data management • Provide referrals of other agencies using the Axon camera devices and Axon Evidence • Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions Step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on -site obligations Evidence sharing training Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies End user go -live training and support sessions • Assistance with device set up and configuration ■ Training on device use, Axon Evidence, and Evidence Sync Implementation document packet T Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles.�guide Post go -live review _ 3 Body -Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project planning and configuration support and one day of on -site Services and a professional services manager to work closely with Agency to assess Agency's deployment and determine which Services are appropriate. If Agency requires more than 1 day of on -site Services, Agency must purchase additional on -site Services. The BWC Starter options include: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 12 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 `� AXON Master Services and Purchasing Agreement reement System set up and configuration (Remote Support) • Instructor -led setup of Axon View on smartphones (if applicable) • Configure categories & custom roles based on Agency need • Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access Dock configuration • Work with Agency to decide the ideal location of Dock setup and set configurations on Dock ■ Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency • Does not include physical mounting of docks Axon instructor training (Train the Trainer) Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence training needs after Axon's has fulfilled its contracted on -site obligations End user go -live training and support sessions • Assistance with device set up and configuration • Training on_device use, Axon Evidence, and Evidence Sync Implementation document packet Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide 4 Body -Worn Camera Virtual 1-Day Service (BWC Virtual). BWC Virtual includes all items in the BWC Starter Service Package, except one day of on -site services. 5 CEW Services Packages. CEW Services Packages are detailed below: System set up and configuration ■ Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. • Register users and assign roles in Axon Evidence. ■ For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included Dedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Agency 4-6 weeks before rollout Best practice implementation planning session to include: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full Service Package: On -site assistance included • For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions On -site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training ■ Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. • For the CEW Full Service Package: Training for up to 3 individuals at Agency For the CEW Starter Package: Training for up to 1 individual at Agency Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 13 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXON a� Master Services and Purchasing Agreement 1 TASER CEW inspection and device assignment Axon's on -site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go -live review For the CEW Full Service Package: On -site assistance included. For the CEW Starter Package: Virtual assistance included. I he Smart vveaoon I ransition Service Includes: Archival of CEW Firing Logs Axon's on -site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Agency is replacing with newer Smart Weapon models. Return of Old Weapons Axon's on -site professional service team will ship all old weapons back to Axon's headquarters. Axon will provide Agency with a Certificate of Destruction `Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1- Day Device Specific Instructor Course. 7 Sicnal Sidearm Installation Service. If Agency purchases Signal Sidearm Installation Service, Axon will provide one day of on -site Services and one professional services manager and will cover the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are available on the agreed -upon installation date(s). Installation includes: Removal of existinq connection screws that affix a holster to a holster mount Proper placement of the Signal Sidearm Mounting Plate between the holster and the mount Reattachment of the holster to the mount using appropriate screws Functional testing of Signal Sidearm device 8 Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. 9 Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays. Axon will perform all on -site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 10 Access Computer Systems to Perform Services. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 11 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it, Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 14 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXON Master Services and Purchasing Agreement reement 12 Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services. 13 Agency Network. For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 15 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Al AXON Master Services and Purchasing g Agreement Technology Assurance Plan Appendix If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year Hardware Limited Warranty. 2 Officer Safety Plan. If Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories as soon as available from Axon. 3 OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. If Axon ships in the first half of the month, OSP 7 starts the 1 st of the following month. If Axon ships in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term"). 4 TAP BWC Upgrade. If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon body -worn camera ("BWC Upgrade") as scheduled in the Quote. If Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock. 5 TAP Dock Upgrade, If Agency has no outstanding payment obligations and purchased TAP, Axon will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Agency originally purchased a single -bay Axon Dock, the Dock Upgrade will be a single -bay Axon Dock model that is the same or like Axon Device, at Axon's option. If Agency originally purchased a multi -bay Axon Dock, the Dock Upgrade will be a multi -bay Axon Dock that is the same or like Axon Device, at Axon's option. 6 Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before the end of the Subscription Term without prior confirmation from Agency. Upgrade Change. If Agency wants to change Axon Device models for the offered BWC or Dock Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock Upgrade and the MSRP for the model desired. If the model Agency desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade. 8 Return of Original Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Agency does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Agency. 9 Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason: 9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be given. 9.2 Axon will not and has no obligation to provide the Upgrade Models. 9.3 Agency must make any missed payments due to the termination before Agency may purchase any future TAP or OSP. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 16-of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 ® AXON Master Services and Purchasing Agreement reement TASER 7 Appendix This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon. 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 da s 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 upload any non-TASER 7 data or any other files to Axon Evidence. 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: Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 17 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXONMaster Services and Purchasing Agreement 8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds will begiven. 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. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 18 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 AXON � Master Services and Purchasing Agreement Axon Auto -Tagging Appendix Scope. Axon Auto -Tagging consists of the development of a module to allow Axon Evidence to interact with Agency's Computer -Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto -populate Axon video meta -data with a case ID, category, and location - based on data maintained in Agency's CAD or RMS. 2 Support. For thirty days after completing Auto -Tagging Services, Axon will provide up to 5 hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, so long as long as Agency maintains an Axon Evidence and Auto -Tagging subscription. Axon will not provide support if a change is required because Agency changes its CAD or RMS. 3 Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. 4 Agency Responsibilities. Axon's performance of Auto -Tagging Services requires Agency to: 4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment by Axon (including remote access if possible); 4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities, systems and networks related to Axon's performance of Auto -Tagging Services; 4.3 Provide access to the premises where Axon is performing Auto -Tagging Services, subject to Agency safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto -Tagging Services; 4.4 Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto -Tagging Services; 4.5 Promptly install and implement any software updates provided by Axon; 4.6 Ensure that all appropriate data backups are performed; 4.7 Provide assistance, participation, and approvals in testing Auto -Tagging Services; 4.8 Provide Axon with remote access to Agency's Axon Evidence account when required; 4.9 Notify Axon of any network or machine maintenance that may impact the performance of the module at Agency; and 4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon. Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network systems, and CAD or RMS solely for performing Auto -Tagging Services. Axon will work diligently to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 19 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 L� AXON Master Services and Purchasing Agreement reement Add -on Services Appendix This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance. Subscription _Term. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency. If Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the month following the Effective Date. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add -on. 2 Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post - termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content. 3 Performance Auto -Tagging Data. In order to provide some features of Axon Performance to Agency, Axon will need to store call for service data from Agency's CAD or RMS. Title: Master Services and Purchasing Agreement between Axon ano Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 20 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 L� AXON Master Services and Purchasing Agreement reement Axon Virtual Reality Content Terms of Use Appendix 1 Term. The Quote will detail the duration of the Virtual Reality Content license. 2 Headsets. Agency may purchase additional virtual reality headsets from Axon. In the event Agency decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content, Agency must purchase those headsets from Axon. 3 License Restrictions. All licenses will immediately terminate if Agency does not comply with any term of this Agreement. If Agency utilizes more users than stated in this Agreement, Agency must purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality Content for any purpose other than as -expressly permitted by this Agreement. Agency may not: 3.1 modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Content; 3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process to derive the source code of Virtual Reality Content, or allow others to do the same; 3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this Agreement; 3.4 use trade secret information contained in Virtual Reality Content; 3.5 resell, rent, loan or sublicense Virtual Reality Content; 3.6 access Virtual Reality Content to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Content; or 3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality Content or any copies of Virtual Reality Content. 4 Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with any of the terms in this Agreement. Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 12.0 Release Date: 12/18/2020 Page 21 of 21 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 SHIP TO Kurt Schwan Federal Way Police Dept. - WA 33325 8th Avenue South Federal Way, WA 98003 US BILL TO Federal Way Police Dept. - WA Federal Way Police Department ATTN: Quartermaster 33325 8th Ave S Federal Way, WA 98003 US Year 1 Rem Description Axon Plans & Packages 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE 20370 FULL VR TASER 7 ADD -ON USER ACCESS 73746 PROFESSIONAL EVIDENCE.COM LICENSE EVIDENCE.COM UNLIMITED AXON DEVICE 73686 STORAGE 73683 10 GB EVIDENCE.COM A -LA -CART STORAGE 73680 RESPOND DEVICE PLUS LICENSE 73681 AXON RECORDS FULL 73739 PERFORMANCE LICENSE 20248 TASER 7 EVIDENCE.COM ACCESS LICENSE TASER 7 DUTY CARTRIDGE REPLACEMENT 20246 ACCESS LICENSE AUTO -TRANSCRIBE UNLIMITED ACCESS 85760 SERVICE (LE ONLY) CITIZEN FOR COMMUNITIES USER ACCESS 73618 LICENSE REDACTION ASSISTANT USER ACCESS 73478 LICENSE 11642 THIRD -PARTY VIDEO SUPPORT LICENSE 73687 EVIDENCE.COM VIEWER LICENSE 73682 AUTO TAGGING LICENSE Q-302972.44358.868AS 1* Quote E*ratiorr 11/01/2021 Payment Terms: Net 30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE Allen Sliper Phone: (858) 353-3228 Email: asliper@axon.com Fax: PRIMARY CONTACT Kurt Schwan Phone: (253) 835-6700 Email: kurt.schwan@cityoffederalway.com Term (Months) Quantity List Unit Net Unit Price Total (USD) - Price 60 2 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 4,290 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 143 0.00 0.00 0.00 60 1 0.00 0.00 0.00 60 143 0.00 0.00 0.00 Q-302972-44358.888AS 7 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Year 1 (Continued) Item Description Axon Plans & Packages (Continued) 10 GB EVIDENCE.COM A -LA -CART 73683 STORAGE 73746 PROFESSIONAL EVIDENCE.COM LICENSE Hardware TASER 7 HOLSTER - SAFARILAND, 20160 RH+CART CARRIER 75015 SIGNAL SIDEARM KIT 20050 HOOK -AND -LOOP TRAINING (HALT) SUIT TASER 7 HANDLE, YLW, HIGH VISIBILITY 20008 (GREEN LASER), CLASS 3R 20040 TASER 7 HANDLE WARRANTY, 4-YEAR 73202 AXON BODY 3 - NA10 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 22175 DEGREE) NS TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS (12-DEGREE) NS BATTERY, SIGNAL SIDEARM, CR2430 71044 SINGLE PACK WALL MOUNT BRACKET, ASSY, 70033 EVIDENCE.COM DOCK 74210 AXON BODY 3 - 8 BAY DOCK TASER 7 INERT CARTRIDGE, STANDOFF 22179 (3.5-DEGREE) NS TASER 7 INERT CARTRIDGE, CLOSE 22181 QUARTERS (12-DEGREE) NS TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 22175 DEGREE) NS TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS (12-DEGREE) NS TASER 7 HOOK -AND -LOOP TRN (HALT) 22177 CARTRIDGE, STANDOFF NS TASER 7 HOOK -AND -LOOP TRN (HALT) 22178 CARTRIDGE, CLOSE QUART NS 20018 TASER 7 BATTERY PACK, TACTICAL TASER 7 BATTERY PACK WARRANTY, 4- 20041 YEAR TASER 7 DOCK & CORE WARRANTY, 4- 20042 YEAR Term List nit Quantity Net Unit Price Total (USD) (Months) Price 60 45 0.00 0.00 0.00 60 15 0.00 0.00 0.00 143 0.00 0.00 0.00 143 0.00 0.00 0.00 3 0.00 0.00 0.00 143 0.00 0.00 0.00 143 0.00 0.00 0.00 143 699.00 345.82 49,452.26 429 0.00 0.00 0.00 429 0.00 0.00 0.00 286 0.00 0.00 0.00 18 43.90 43.90 790.20 18 1,495.00 1,495.00 26,910.00 50 0.00 0.00 0.00 50 0.00 0.00 0.00 286 0.00 0.00 0.00 286 0.00 0.00 0.00 286 0.00 0.00 0.00 286 0.00 0.00 0.00 171 0.00 0.00 0.00 171 0.00 0.00 0.00 2 0.00 0.00. 0.00 Q-302972- 4358.86BAS 2 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Year 1 (Continued) Item Description Term Quantity ListUnit Net Unit Price Total (USD) (Months) ce Hardware (Continued) WALL MOUNT BRACKET, ASSY, 70033 EVIDENCE.COM DOCK 2 0.00 0.00 0.00 74200 TASER 7 6-BAY DOCK AND CORE 2 0.00 0.00 0.00 20188 VR CONTROLLER KIT PELICAN CASE 1 200.00 0.00 0.00 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 1 1,000.00 0.00 0.00 SAMSUNG S7+ TABLET CASE FOR VR 20297 SIMULATOR 1 30.00 0.00 0.00 20298 VR-ENABLED GLOCK 17 CONTROLLER 1 510.00 0.001 0.00 TASER 7 VR CARTRIDGE, STANDOFF (3.5- 22196 DEGREE) 2 60.00 0.00 0.00 TASER 7 VR CARTRIDGE, CLOSE- 22197 QUARTERS (12-DEGREE) 2 60.00 0.00 0.00 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 80090 75 IN., TASER 7 1 0.00 0.00 0.00 11534 USB-C to USB-A CABLE FOR A133 OR FLEX 2 143 0.00 0.00 0.00 MAGNET MOUNT, FLEXIBLE, AXON 74020 RAPIDLOCK 157 0.00 0.00 0.00 Other OFFICER SAFETY PLAN 7+ PREMIUM 73940 BUNDLE 60 143 0.00 0.00 0.00 OFFICER SAFETY PLAN 7+ PREMIUM 73941 PAYMENT 12 143 2,868.00 2,868.00 410,124.00 Not Eligible/Gust omer Not Eligible/Customer Declined Channel Declined Services 143 0.00 0.00 0.00 Channel Services 20378 HTC FOCUS 3 VR HEADSET 5 0.00 0.00 0.00 VR CONTROLL VR CONTROLLER KIT 1 0.00 0.00 0.00 ER KIT 73827 AB3 CAMERA TAP WARRANTY 60 143 0.00 0.00 0.00 73828 AB3 8 BAY DOCK TAP WARRANTY 60 18 0.00 0.00 0.00 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1 0.00 0.00 0.00 TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 1 0.00 0.00� 0.00 4302972- 4358.868AS 3 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Year 1 (Continued) Item Description Other (Continued) TASER 7 TARGET, CONDUCTIVE, 80087 PROFESSIONAL (RUGGEDIZED) NORTH AMER POWER CORD FOR A133 8- 71019 BAY, A62 1-BAY / 6-BAY DOCK EVIDENCE.COM PROFESSIONAL LICENSE 73837 PAYMENT Services AUTO TAGGING / PERFORMANCE 79999 IMPLEMENTATION SERVICE 85055 AXON FULL SERVICE CEW FULL SERVICE WITH INSTRUCTOR 85168 TRAINING 11609 SMART WEAPON TRANSITION SERVICE Spares Item Description Hardware 73202 AXON BODY 3 - NA10 TASER 7 HANDLE, YLW, HIGH VISIBILITY 20008 (GREEN LASER), CLASS 3R 20040 TASER 7 HANDLE WARRANTY, 4-YEAR MAGNET MOUNT, FLEXIBLE, AXON 74020 RAPIDLOCK 11534 USB-C to USB-A CABLE FOR A133 OR FLEX 2 Other 73827 AB3 CAMERA TAP WARRANTY Term Quantity Lips„Un it Net Unit Price Total (USD) (Months) 1 0.00 0.00 0.00 18 0.00 0.00 0.00 12 15 468.00 468.00 7,020.00 1 0.00 I 0.00 0.00 1 17, 000.00 17,000.00 17,000.00 1 17, 000.00 17, 000.00 17,000.00 1 2,000.00 2,000.00 2,000.00 Subtotal 530,296.46 Estimated 0.00 Shipping Estimated Tax 51,640.94 Total 581,937.40 Term List Unit Quantity Net Unit Price Total (USD) (Months) Price 4 0.00 0.00 0.00 4 0.00 0.00 0.00 4 0.00 0.00 0.00 4 0.00 0.00 0.00 4 0.00 0.00 0.00 12 4 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Q•30297244358.868AS 4 DocuSign Envelope ID: 5EB66F66-0622473B-82BA-698A4AFFD766 Year 2 Item Description Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)NS TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS (12-DEGREE) NS Other 73941 OFFICER SAFETY PLAN 7+ PREMIUM PAYMENT TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 20120 TASER 7 INSTRUCTOR COURSE VOUCHER EVIDENCE.COM PROFESSIONAL LICENSE 73837 PAYMENT Year 3 Item Description Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 22177 TASER 7 HOOK -AND -LOOP TRN (HALT) CARTRIDGE, STANDOFF NS TASER 7 HOOK -AND -LOOP TRN (HALT) 22178 CARTRIDGE, CLOSE QUART NS Other 73941 OFFICER SAFETY PLAN 7+ PREMIUM PAYMENT 73309 AXON CAMERA REFRESH ONE 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER Terra (Months) 12 12 Term (Months) 12 List Unit Quantity Price Net Unit Price Total (USD) 286 0:00 0.00 0.00 286 0.00 0.00 0.00 143 2,868.00 2,868.00 410,124.00 1 0.00 0.00. 0.00 1 0.00 0.00 0.00 15 468.00 468.00 7,020.00 Subtotal 417,144.00 Estimated Tax 42,131.54 Total 459,275.54 Quantity List Unit Not Unit Price Total (USD) Price 286 0.00 0.00 0.00 286 0.00 0.00 0.00 286 0.00 0.00 0.00 286 0.00 0.00 0.00 143 2,868.00 2,868.00 410,124.00 143 0.00 0.00 0.00 1 0.00 0.00 0.00 ❑-302972-44358.8 6 BA5 5 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Year 3 (Continued) Item Description Other (Continued) 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 73309 AXON CAMERA REFRESH ONE 73689 MULTI -BAY BWC DOCK 1ST REFRESH 73837 EVIDENCE.COM PROFESSIONAL LICENSE PAYMENT Year 4 Item Description Hardware TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- 22175 DEGREE)NS TASER 7 LIVE CARTRIDGE, CLOSE 22176 QUARTERS (12-DEGREE) NS Other OFFICER SAFETY PLAN 7+ PREMIUM 73941 PAYMENT TASER 7 MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 20120 TASER 7 INSTRUCTOR COURSE VOUCHER EVIDENCE.COM PROFESSIONAL LICENSE 73837 PAYMENT Year 5 Item Description Hardware 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5- DEGREE)NS 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS Term (Months) 12 Term (Months) 12 12 Tenn (Months) L it'" Quantity Pr ee Net Unit Price Total (USD) 1 0.00 0.00 0.00 4 0.00 0.00 0.00 18 0.00 0.00 0.00 15 468.00 468.00 7,020.00 Subtotal 417,144.00 Estimated Tax 42,131.54 Total 459,275.54 Quantity List Unit Net Unit Price Total (USD) Price 286 0.00 0.001 0.00 286 0.00 0.00 0.00 143 2,868.00 2,868.00 410,124.00 1 0.00 0.00 0.00 1 0.00 0.00 0.00 15 468.00 468.00 7,020.00 Subtotal 417,144.00 Estimated Tax 42,131.54 Total 459,275.54 Quantity List Unit Net Unit Price Total (USD) Price 286 0.00 0.00 0.00 286 0.00 0.00 0.00 Q-30297244356.868AS 6 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Year 5 (Continued) Item Description Term (Months) Other OFFICER SAFETY PLAN 7+ PREMIUM 73941 PAYMENT, 12 73310 AXON CAMERA REFRESH TWO TASER 7-MASTER INSTRUCTOR SCHOOL 20119 VOUCHER 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 73310 AXON CAMERA REFRESH TWO 73688 MULTI -BAY BWC DOCK 2ND REFRESH EVIDENCE.CO_M PROFESSIONAL LICENSE 73837 PAYMENT 12 List Unit Quantity Price Net Unit Price Total (USD) 143 2,868.00 2,868.00 410,124.00 143 0.00 0.00 0.00 1 0.00 0.00 0.00 1 0.00 0.00 0.00 4 0.00 0.00 0.00 18 0.00 0.00 0.00 15 468.00 468.00 7,020.00 Subtotal 417,144.00 Estimated Tax 42,131.54 Total 459,275.54 Grand Total f 2,419,039.56 Q-302972-04358.868AS 7 DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 j I 'jh�h, AXON Discounts (uso) Quote Expiration: 11/01/2021 List Amount 2,251,357.20 Discounts 52,484.74 Total 2,198,872.46 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 581,937.40 Spares 0.00 Year 2 459,275.54 Year 3 459,275.54 Year 4 459,275.54 Year 5 459,275.54 Grand Total 2,419,039.56 Q-302972-44358.868AS DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Tax Is subject to change at order processing with valid exemption. Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.cony/legalfsales-terms•and-conditiais) and the Axon Customer Experience Improvement Program Appendix, which includes the sharing of de -identified segments of Agency Content with Axon to develop new products and improve your product experience (posted at www.axon.comflegallsales- erms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. The Axon Customer Experience Improvement Program Appendix ONLY applies to Customers in the USA. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to the extent it contemplates the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you re resent Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: r� i` `y Date: Name (Print): �J qi� V� 1 " "^ Title: PO# (Or write l I N/A) : �V Please sign and email to Allen Sliper at asliper@axon.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. 'Axon Intemal Use Onhr'* SFDC Contract#: Order Type: RMA #: Address Used: SO M Review 1 Review 2 Comments: Q-302972-44358.888AS DocuSign Envelope ID: 5EB66F66-0622-473B-82BA-698A4AFFD766 Z AXON Federal Way Police Dept. - WA ATTENTION This order may qualify for freight shipping, please fill out the following information. What is the contact name and 140 V_1r S phone number for this shipment? 2.s15 vp 1 3�?� What are your receiving hours?_ r _ r (Monday -Friday) Is a dock available for this incoming shipment? Are there any delivery 1�0 restrictions? (no box trucks, etc.) Q-302972-44358.858AS 10 Last updalyd by Robert Driscoll on Aug 20, 2021 at 10:13 AM SAM*oove, AXON ENTERPRISE, INC. DUNS Unique Entity ID SAM Unique Entity ID CAGE / NCAGE 832176382 TBW7MGPYURM7 1 WHR1 Purpose of Registration Registration Status Expiration Date All Awards Active Aug 20, 2022 Physical Address Mailing Address 17800 N 85TH ST 17800 N 85TH Street Scottsdale, Arizona 85255-6311 Scottsdale, Arizona 85255-6311 United States United States AXON ENTERPRISE, INC. siness Information Doing Business as Division Name Division Number Axon (blank) (blank) Congressional District State / Country of Incorporation URL Arizona 06 Delaware / United States https://www.axon.com Registration Dates Activation Date Submission Date Initial Registration Date Aug 26, 2021 Aug 20, 2021 Dec 13, 2001 Entity Dates Entity Start Date Fiscal Year End Close Date Sep 7, 1993 Dec 31 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2.C.F.R. 200 Appendix XII. Their responses are not displayed in SAM. They are sent to FAPIIS.gov for display as applicable. Maintaining an active registration in SAM demonstrates the registrant responded to the proceedings questions. SAM Search Authorization I authorize my entity's non -sensitive information to be displayed in SAM public search results: Yes Entity Types Business Types Entity Structure Entity Type Organization Factors Corporate Entity (Not Tax Exempt) Business or Organization Manufacturer of Goods Profit Structure For Profit Organization Socio-Economic Types Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. hltps:llsam.gov/enlityl832176382/coreData?slah7s=Active Page I oj2 Last updated by Robert Driscoll on Aug 20, 2021 at 10:13 AM Accepts Credit Card Payments Debt Subject To Offset No No EFT Indicator 0000 Points of Contact Electronic Business 9. Robert Driscoll Government Business 9. Christopher Burrell Richard Coleman Service Classifications NAICS Codes Primary Yes CAGE Code 1WHR1 17800 N 85TH Street Scottsdale, Arizona 85255 United States 17800 N 85TH Street Scottsdale, Arizona 85255 United States 17800 N 85TH Street Scottsdale, Arizona 85255 United States AXON ENTERPRISE, INC. NAICS Codes NAICS Title 334310 Audio And Video Equipment Manufacturing 332994 Small Arms, Ordnance, And Ordnance Accessories Manufacturing 334220 Radio And Television Broadcasting And Wireless Communications Equipment Manufacturing 335999 All Other Miscellaneous Electrical Equipment And Component Manufacturing 518210 Data Processing, Hosting, And Related Services 611699 All Other Miscellaneous Schools And Instruction Product and Service Codes PSC 1095 2590 5836 DA10 DE11 DK10 Disaster Response PSC Name Miscellaneous Weapons Miscellaneous Vehicular Components Video Recording And Reproducing Equipment It And Telecom - Business Application/Application Development Software As A Service It And Telecom - Mobile Device As A Service It And Telecom - Storage As A Service This entity does not appear in the disaster response registry https:llsam.govlentityl8321763821coreData?status=Active Page 2 oj2 EQUITABLE SHARING September 30, 2021 System for Award Management Registration for Vendor Purchases with Equitable Sharing Funds When procuring goods or services from a vendor using equitable sharing funds, state and local law enforcement agencies participating in the Department of Justice and the Department of the Treasury Equitable Sharing Programs must verify that vendors are registered in the System for Award Manage- ment (SAM) and are in good standing. A vendor in good standing means the vendor is not suspended or debarred from receiving federal funds. This requirement applies to all qualifying purchases. A qualifying purchase is one single payment or multiple payments to a vendor that exceeds $25,000 annually. .a.=.SAM.Gov' This requirement is an update to the Money Laundering and Asset Recovery Section's previously issued Equitable Sharing Wire guidance dated January 28, 2020, which only required a status check on SAM.gov to ensure that a vendor is in good standing. Agencies now must ensure that a vendor is both registered and in good standing by searching the vendor on SAM.gov before any procurement action can be executed. If a vendor does not appear in SAM, an agency may not execute qualifying purchases for goods or services from that vendor. Register Your Entity Vendor registration is easy if your selected vendor is not currently a Register your entity to get started doing member on SAM.gov. Vendor enrollment is free and takes just business with the federal government minutes to register. Vendors must renew their registration annually to maintain their status on SAM.gov. Vendors should visit the Frequently P, Get Started Asked Questions page found on the SAM website for helpful �f information to assist with this process. �1 Renew Entity GCheck Registration Status