HomeMy WebLinkAbout10-11-2021 Study Session AgendaCity Council Study Session Finance,
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I .C A L L TO O R D E R
I I .V I RT UA L PA RT I C I PAT I O N L I NK
A .Virtual Participation L ink
The A uburn City Council Study Session scheduled for Monday, October 11, 2021 at
5:30 p.m. will be held virtually and telephonically. To attend the meeting virtually please
click one of the below links, enter the meeting I D into the Z oom app, or call into the
meeting at the phone number listed below.
P er Governor I nslee's Emergency P roclamation 20-05 and 20-28 et. seq. and City of
A uburn Resolution No. 5581, City of A uburn has designated meeting locations as
“virtual” for all Regular, S pecial and Study Session Meetings of the City Council and for
the Committees, Boards and Commissions of the City.
The link to the Virtual Meeting or phone number to listen to the Council Meeting is:
J oin from a P C, Mac, iPad, iP hone or A ndroid device:
P lease click this UR L to join. https://us06web.zoom.us/j/81712493871
Or join by phone:
253 215 8782
877 853 5257 (Toll F ree)
Webinar I D: 817 1249 3871
B .Roll Call
I I I .A NNO UNC E ME NT S , R E P O RT S , A ND P R E S E NTAT I O NS
I V.A G E ND A I T E MS F O R C O UNC I L D I S C US S I O N
A .Regional Homelessness Authority – S ub-Regional P lanning Update (Tate)(20 Minutes)
S taff from the King County Regional Homelessness Authority will provide an update on
progress related to the S ub-Regional Homelessness plan
Page 1 of 163
B .Resolution No. 5615 (Faber/Comeau)(10 Minutes)
A Resolution authorizing the Mayor to execute a contract for purchase and sale
between the City of Auburn and Diamond J . I nvestments, L L C for Real Property
C.Resolution No. 5616 (Faber/Comeau)(10 Minutes)
A Resolution authorizing the Mayor to execute a contract for purchase and sale
between the City of Auburn and Kent-Yi Company for Real P roperty
D.Resolution No. 5624 (Caillier)(15 Minutes)
A Resolution (1) authorizing the Mayor to sign a contract with Axon E nterprise, I nc., for
P olice Body Worn Cameras and related equipment, and (2) allocating A R PA funds
toward the contract purchase
V.F I NA NC E, T E C HNO L O G Y A ND E C O NO MI C D E V E L O P ME NT D I S C US S I O N I T E MS
A .Resolution No. 5617 (Comeau)(10 Minutes)
A Resolution authorizing the Mayor to execute a contract for the sale of City owned
Real Property to B ridge Acquisition, L L C
B .Resolution No. 5621 (Comeau)(10 Minutes)
A Resolution declaring certain Real P roperty as surplus, and authorizing the Mayor to
execute a contract for the sale of surplus Real Property to the Valley Regional F ire
A uthority
V I .O T HE R D I S C US S I O N I T E MS
V I I .NE W B US I NE S S
V I I I .A D J O UR NME NT
Agendas and minutes are available to the public at the City Clerk's Office, on the City website
(http://www.auburnwa.gov), and via e-mail. Complete agenda packets are available for review
at the City Clerk's Office.
Page 2 of 163
AGENDA BILL APPROVAL FORM
Agenda Subject:
Regional Homelessness Authority – Sub-Regional Planning
Update (Tate)(20 Minutes)
Date:
October 4, 2021
Department:
Community Development
Attachments:
Regional Homeles s ness Authority Powerpoint
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
Background Summary:
On August 23, 2021, staff from the King County Regional Homelessness Authority provided
an overview of the new entity and introduction to their upcoming body of work. During this
meeting, Alexis Mercedes Rinck, Sub-Regional Planning Manager, and Paul Tan, South King
County Sub-Regional Planning Coordinator will provide an overview of the work done to date
and what to expect in the next six months for the South King County Sub-Regional Plan.
Rev iewed by Council Committees:
Councilmember:Mulenga Staff:Tate
Meeting Date:October 11, 2021 Item Number:
Page 3 of 163
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AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5615 (Faber/Comeau)(10 Minutes)
Date:
September 29, 2021
Department:
City Attorney
Attachments:
Council Presentation for Res olution No. 5615 &
5616
Res olution No. 5615
Exhibit A-1Vicinity Map
Exhibit A-2 Mill Creek As s emblage Depiction
Res olution No. 5615 Exhibit B Legal Description
Res olution No. 5615 Exhibit C - PSA
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
Purchasing of these properties will allow for the conservation and future improvement to Mill
Creek and the ecosystem it provides. The City will also be reimbursed by King County for the
acquisition costs of these properties.
Background Summary:
Prior to voting on Resolution 5615, Auburn City Council will be asked to vote on Resolution
5614 which allows the City to accept and allocate grant funds from King County Conservation
Futures and Cooperative Watershed Management programs. These are reimbursable grants
with which funds are to be used for the purchase of real property that will aid in the
conservation and future habitat improvements to Mill Creek.
These properties are part of two separate but adjoining short plats (Sp-2-81 and SP-3-81)
located in northwest Auburn. The City currently owns two of the four properties in short plat
SP-2-81. Approving Resolution 5615 and 5616 will allow the City to purchase the two
remaining properties in SP-2-81 and two of the four properties that make up SP-3-81 along
with all divided interests in Tracts A & B of the short plats.
The properties are raw land covered with grass vegetation. Mill Creek wanders through the
south and western portion of Sp-3-81. Purchasing these properties the will ensure that this
portion of Mill Creek will be protected from future development and securing the right of
access for future habitat improvements in this location.
Rev iewed by Council Committees:
Councilmember:Stearns Staff:Faber/Comeau
Page 15 of 163
Meeting Date:October 11, 2021 Item Number:
Page 16 of 163
AUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O NCONSERVATION FUTURES & COOPERATIVE WATERSHED MANAGEMENT GRANT PROPERTIESMILL CREEK PROPERTY PURCHASESLegal DepartmentPage 17 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION SW Corner of 44thSt NW & I St NW, east of State Route 167 Six vacant land parcels, two owners / two land transactions –Kent Yi Company & Diamond J. Investments (RES 5615 & 5616) Parcels are covered with grass vegetation, Mill Creek meanders through the south and western portions of the property GENERAL DESCRIPTION Page 18 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION Two Short Plats – Sp-2-81 & SP-3-81 parallel to one another with ROW/Utility tract (Tract A) separating the twoDivided interest in Tract A & B City owns two of the four parcels in SP-2-81936000-0010 & 0013 Resolution 5615 – Diamond J. (Red) & Resolution 5616 –Kent-Yi (Yellow)GENERAL DESCRIPTION CONT. Page 19 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONSERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONProtection from development and the securing of rights of access for future salmon habitat improvement projects associated with Mill Creek PURPOSEPage 20 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION Purchase PriceKent-Yi PIN 936000-0014 & 0016 (yellow)$52,600Diamond J. Investments PIN 936000-0011, 0012, 0015 & 0017 (red)$106,500 Each equal to their 2020 tax assessed valuations Purchase Funding – Reimbursable grants from King County Conservation Futures and Cooperative Watershed Management Programs (Res 5614) Feasibility, title review TRANSACTION DETAILSPage 21 of 163
Legal DepartmentAUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O NJOSH ARNDTREAL ESTATE MANAGERJARNDT@AUBURNWA.GOV253.288.4325Page 22 of 163
--------------------------------------
Resolution No. 5615
September 7, 2021
Page 1 of 2
RESOLUTION NO. 5615
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A CONTRACT FOR PURCHASE AND SALE
BETWEEN THE CITY OF AUBURN AND DIAMOND J.
INVESTMENTS, LLC FOR REAL PROPERTY
WHEREAS, with the passing of Resolution 5614, Auburn City Council
authorized the City to accept and appropriate grant funds from King County
Conservation Futures and Cooperative Watershed Management; and
WHEREAS, the purpose of those grant funds described in Resolution
5614 is for the purchase of real property to be used for future habitat
improvements associated with Mill Creek; and
WHEREAS, the City seeks to purchase property located near the
intersection of 44th St NW and I St NW in northwest Auburn, generally depicted
in Exhibits “A-1” (Vicinity Map) & “A-2” (Mill Creek Assemblage) with King County
Conservation Futures to be used for future habitat improvements associated with
Mill Creek.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
RESOLVES as follows:
Section 1. The Mayor is authorized to execute a Contract for the
Purchase of the real property legally described in Exhibit “B” between the City
and Diamond J. Investments, LLC in substantial conformity with the purchase
contract attached as Exhibit “C”.
Page 23 of 163
--------------------------------------
Resolution No. 5615
September 7, 2021
Page 2 of 2
Section 2. The Mayor is authorized to implement those administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures.
Dated and Signed this _____ day of _________________, 2021.
CITY OF AUBURN
___________________________________
NANCY BACKUS
MAYOR
ATTEST:
_________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
_________________________
Kendra Comeau, City Attorney
Page 24 of 163
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Resolution 5615
Exhibit “B” – Legal Description
Page 27 of 163
Resolution 5615
Exhibit “C”
(Cover Sheet)
COA / Diamond J. Investments
Purchase & Sale Agreement
Page 28 of 163
Page 29 of 163
Page 30 of 163
Page 31 of 163
Page 32 of 163
Page 33 of 163
Page 34 of 163
Page 35 of 163
Page 36 of 163
Page 37 of 163
Page 38 of 163
Page 39 of 163
Page 40 of 163
Page 41 of 163
AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5616 (Faber/Comeau)(10 Minutes)
Date:
September 29, 2021
Department:
City Attorney
Attachments:
Res olution No. 5616
Exhibit A-1 Vicinity Map
Exhibit A-2 Mill Creek As s emblage Depiction
Res olution No. 5616 Exh B Legal Description
Res olution No. 5616 Exh C-PSA
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
Purchasing of these properties will allow for the conservation and future improvement to Mill
Creek and the ecosystem it provides. The City will also be reimbursed by King County for the
acquisition costs of these properties.
Background Summary:
Prior to voting on Resolution 5616, Auburn City Council will be asked to vote on Resolution
5614 which allows the City to accept and allocate grant funds from King County Conservation
Futures and Cooperative Watershed Management programs. These are reimbursable grants
with which funds are to be used for the purchase of real property that will aid in the
conservation and future habitat improvements to Mill Creek.
These properties are part of two separate but adjoining short plats (Sp-2-81 and SP-3-81)
located in northwest Auburn. The City currently owns two of the four properties in short plat
SP-2-81. Approving Resolution 5615 and 5616 will allow the City to purchase the two
remaining properties in SP-2-81 and two of the four properties that make up SP-3-81 along
with all divided interests in Tracts A & B of the short plats.
The properties are raw land covered with grass vegetation. Mill Creek wanders through the
south and western portion of Sp-3-81. Purchasing these properties the will ensure that this
portion of Mill Creek will be protected from future development and securing the right of
access for future habitat improvements in this location.
Rev iewed by Council Committees:
Councilmember:Stearns Staff:Faber/Comeau
Meeting Date:October 11, 2021 Item Number:
Page 42 of 163
Page 43 of 163
--------------------------------------
Resolution No. 5616
September 7, 2021
Page 1 of 2
RESOLUTION NO. 5616
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A CONTRACT FOR PURCHASE AND SALE
BETWEEN THE CITY OF AUBURN AND KENT-YI
COMPANY FOR REAL PROPERTY
WHEREAS, with the passing of Resolution 5614, Auburn City Council
authorized the City to accept and appropriate grant funds from King County
Conservation Futures and Cooperative Watershed Management; and
WHEREAS, the purpose of those grant funds described in Resolution
5614 is for the purchase of real property to be used for future habitat
improvements associated with Mill Creek; and
WHEREAS, the City seeks to purchase property located near the
intersection of 44th St NW and I St NW in northwest Auburn, generally depicted
in Exhibits “A-1” (Vicinity Map) & “A-2” (Mill Creek Assemblage) with King County
Conservation Futures to be used for future habitat improvements associated with
Mill Creek.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
RESOLVES as follows:
Section 1. The Mayor is authorized to execute a Contract for the
Purchase of the real property legally described in Exhibit “B” between the City
and Kent-Yi Company in substantial conformity with the purchase contract
attached as Exhibit “C”.
Page 44 of 163
--------------------------------------
Resolution No. 5616
September 7, 2021
Page 2 of 2
Section 2. The Mayor is authorized to implement those administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures.
Dated and Signed this _____ day of _________________, 2021.
CITY OF AUBURN
___________________________________
NANCY BACKUS
MAYOR
ATTEST:
_________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
_________________________
Kendra Comeau, City Attorney
Page 45 of 163
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Map Created by City of Auburn eGIS
Imagery Date: May 2015
Information shown is for general reference
purposes only and does not necessarily
represent exact geographic or cartographic
data as mapped. The City of Auburn makes
no warranty as to its accuracy.
44th St NW
I St NW
Page 46 of 163
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Map Created by City of Auburn eGIS
Imagery Date: May 2015
Information shown is for general reference
purposes only and does not necessarily
represent exact geographic or cartographic
data as mapped. The City of Auburn makes
no warranty as to its accuracy.
WK6W1:,6W1:Page 47 of 163
Resolution 5616
Exhibit “B” – Legal Description
Page 48 of 163
Resolution 5616
Exhibit “C”
(Cover Sheet)
COA / Kent-Yi, General Partnership
Purchase & Sale Agreement
Page 49 of 163
Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel #’s 936000-0014 & 16
Page 1 of 13 Execution Copy
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the
_____ day of ________, 2021 (“Effective Date”), by and between the City of Auburn, a
Washington municipal corporation (the “City” or “Buyer”), and Kent-Yi Company, a
Washington General Partnership (“Seller”). Seller and Buyer are collectively referred to as
the “Parties.”
RECITALS
A. Seller owns certain real property created by Auburn Short Plat SP-3-81,
REC# 8201260641 in Auburn, Washington, also known as King County Parcel Nos.
936000-0014 & 16 (collectively the “Subject Property”), legally described in attached
Exhibit A.
B. Seller wishes to sell and Buyer wishes to buy the Subject Property owned
by Seller described in Exhibit A along with any interest Seller has in Tract A & B of SP-
3-81.
C. Buyer intends to use grant funds from the King County Conservation
Futures and King County Cooperative Watershed Management grant programs for the
purchase of the Subject Property.
AGREEMENT
Now, therefore, for good and valuable consideration, the receipt and sufficiency of
which the Parties mutually acknowledge, Buyer and Seller agree as follows:
1. Certain Defined Terms. For purposes of this Agreement, the following
capitalized terms in this Agreement will have the following definitions:
1.1 “Closing” or “Close of Escrow” means the recordation of the Deed in the
Official Records and Seller’s receipt of the Purchase Price.
1.2 “Closing Date” means the date which is thirty (30) days after the expiration
or waiver of the due diligence and feasibility review period, but a date not to exceed
October 31, 2021, but which may be extended pursuant to Section 5.
1.3 “Deposit” means an amount of Two thousand five hundred dollars ($2,500),
plus any other amounts designated as a Deposit in this Agreement.
1.4 “Escrow” means the escrow opened with Escrow Agent for the
consummation of the transaction described in this Agreement.
1.5 “Escrow Agent” means Ticor Title Company, located at: 33400 9th Ave S.
#102 Federal Way, WA 98003.
Page 50 of 163
Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 2 of 13 Execution Copy
1.6 “Official Records” means the official real property records of King County,
Washington.
1.7 “Permitted Exceptions” has the meaning as set forth in Section 6.3 below.
1.8 “Purchase Price” has the meaning as set forth in Section 3.
1.9 “Title Company” means Ticor Title Company.
1.10 “Title Policy” means the then current Buyer-purchased standard coverage
ALTA owner’s policy of title insurance issued by the Title Company to Buyer with
coverage in the amount of purchase price, showing title to the Subject Property vested in
Buyer subject only to the Permitted Exceptions.
2. Purchase and Sale. Buyer agrees to buy, and Seller agrees to sell, the Subject
Property legally described in Exhibit “A”, and any and all interest in Tracts A & B the
Seller may have on the terms and conditions set forth in this Agreement.
3. Purchase Price; Cash Payment. The Purchase Price is Fifty Two Thousand Six
Hundred Dollars and no cents ($52,600.00), which will be payable in full at Closing.
The Deposit will be applied to the Purchase Price due at Closing. The Purchase Price
payment by Buyer will be via wire transfer of collected federal funds.
4. Earnest Money Deposit. On execution of this Agreement, Buyer will deposit with
Escrow Agent Two Thousand Five Hundred Dollars and no cents ($2,500.00) in cash
(the “Deposit”), which the Escrow Agent will hold as an earnest money deposit for this
transaction. The Deposit will be held in Escrow and applied or disposed of by the Escrow
Agent based on the terms of this Agreement. The Deposit will not be refunded and will
become property of Seller upon expiration of Buyer’s Due Diligence and Feasibility period.
5. Due Diligence and Feasibility. Due Diligence and Feasibility Period. Buyer shall
have the right for a period of Two Months from the Effective Date of this Agreement (the
“Due Diligence Period”) to conduct Buyer’s due diligence and feasibility review,
examination and inspection of all matters pertaining to its acquisition of the Subject
Property, including such inspections, tests, and surveys as Buyer deems appropriate to
determine the suitability of the Subject Property for Buyer’s intended use. Buyer is solely
responsible to determine its ability to use the Subject Property for its intended use, and is
solely responsible for submitting all necessary applications for City, State, and Federal
permits necessary to determine feasibility. If, based upon Buyer’s review, examination and
inspection, Buyer determines in its sole discretion that it intends to acquire the Subject
Property, then Buyer shall promptly notify Seller of such determination in writing prior to
the expiration of the Due Diligence Period and the Deposit will become nonrefundable
(except as otherwise provided herein), and the Parties will proceed to Closing. In the event
that Buyer fails to deliver such notice to Seller on or before the expiration of the Due
Diligence Period, Buyer will be deemed to be satisfied and to have waived its right to
Page 51 of 163
Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 3 of 13 Execution Copy
terminate this Agreement pursuant to this subsection. If Buyer timely and affirmatively
advises the Seller in writing of its dissatisfaction based on its Due Diligence review, then
this Agreement automatically terminates, the Parties’ rights under this Agreement shall be
of no further force or effect and the Deposit will be returned to Buyer.
6. Title Policy. Promptly after mutual execution of this Agreement, Buyer will obtain
a standard coverage preliminary title insurance commitment covering the Subject Property
from the Title Company (the “Commitment”). The Title Company will be instructed to
deliver a copy of the Commitment and copies of exceptions to Buyer, Seller, and the
Parties’ respective counsel. Approval by Buyer of the exceptions to title set forth in the
Commitment (other than as hereinafter set forth) will be a condition precedent to Buyer’s
obligation to purchase the Property. Unless Buyer gives written notice that it disapproves
the exceptions to title shown on the Commitment (other than the exceptions to title
approved by Buyer and described in Section 6.1 below), stating the exceptions so
disapproved, within ten (10) days after the date of delivery of the Commitment to Buyer,
Buyer will be deemed to have approved such exceptions. If Buyer disapproves any title
exceptions, Seller will have a ten (10) day period after its receipt of Buyer’s written notice
of disapproval of the same within which to provide written notice to Buyer as to which of
such disapproved title exceptions Seller will remove (or cause to be removed) from title;
provided, however, that Seller will not be required to actually remove such exception(s)
until Closing. If, for any reason, Seller’s notice given pursuant to the immediately
preceding sentence does not covenant to remove all of Buyer’s disapproved title exceptions
at or prior to Closing, Buyer has the right to terminate this Agreement by written notice to
Seller and Escrow Agent given within ten (10) days after the earlier of the expiration of
such ten (10) day period or the date Seller informs Buyer that it does not intend to remove
the disapproved items (the “Termination Notice”). Buyer’s failure to deliver the
Termination Notice within such ten (10) day period will be deemed Buyer’s approval of
any such previously disapproved title exception. If Buyer delivers the Termination Notice
within such ten (10) day period, the obligation of Seller to sell, and Buyer to buy, the
Subject Property will terminate.
6.1 Permitted Exceptions. In addition to such other exceptions to title as may
be approved by Buyer pursuant to the provisions of Section 6 above, Buyer shall accept
title to the Property subject to the following (collectively, the “Permitted Exceptions”):
The printed exceptions which appear in the then current ALTA form standard
coverage owner’s policy of title insurance issued by Title Company in the State of
Washington; and items created by, or on behalf of, Buyer.
7. Buyer’s Right of Entry. Buyer, and its agents and consultants, at Buyer’s sole
expense and risk, may enter the Subject Property during the term of this Agreement for the
purpose of Buyer’s due diligence and feasibility study of the Property. Buyer will (a)
exercise care at all times on or about the Subject Property, and (b) take precautions for the
prevention of injury to persons or damage to property on or about the Subject Property.
Any physical alteration of the Subject Property in connection with Buyer’s study will be
restored by Buyer immediately upon demand by Seller, at Buyer’s sole expense. Buyer
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King County Parcel # 936000-0014 & 16
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indemnifies Seller against any loss, damage, or claim resulting from Buyer’s inspections
and tests. Buyer is not Seller’s agent in connection with such activities and has no authority
to allow any liens to encumber the Subject Property. Buyer shall keep the Subject Property
free from all mechanics’, materialmen’s and other liens, and all claims arising from any
work or labor done, services performed, or materials and supplies furnished in with Buyer’s
actions in the exercise of its right of entry on the Subject Property and Buyer will maintain
all insurance as required by Seller with respect to activities on the Subject Property.
8. Closing.
8.1 Time for Closing. This purchase and sale will be closed in the office of
Escrow Agent on the Closing Date. Buyer and Seller will place in Escrow with Escrow
Agent all instruments, documents and monies necessary to complete the sale under this
Agreement. Funds held in Escrow pursuant to Escrow instructions will be deemed, for
purposes of this definition, as available for disbursement to Seller. Neither party needs to
be physically present at the Closing.
8.2 Closing Costs.
8.2.1 Seller’s Costs. Associated with the sale and conveyance Seller will
pay; (a) Seller’s share of prorations, if any, and (b) Sellers own legal fees, if any.
8.2.2 Buyer’s Costs. Buyer will pay all costs associated with the sale and
conveyance of the Subject Property, including but not limited to: (a) the full escrow fees
and costs, (b) all premiums charged for the Title Policy and any additional endorsements
or coverage Buyer may require, including applicable sales tax, (c) the recording fees for
the Deed; and (d) Buyer’s share of prorations, if any (d) real estate excise taxes, and (e)
real estate commissions in the amount of $2,630.00 to Skyline Properties.
8.2.3 Other Costs. All other costs and expenses will be Buyer’s
obligation.
8.2.4 Real Property Taxation. Seller will be responsible for all real
property taxes due and owing prior to the Closing.
8.3 Closing Documents.
8.3.1 Seller’s Documents. At Closing, Seller will deliver to Escrow Agent
the following instruments and documents:
a. An executed and acknowledged Statutory Warranty Deed acceptable to
Buyer;
b. The executed real estate excise tax affidavit to accompany the Deed;
and
c. An executed nonforeign person affidavit in the form required under
Section 1445 of the Internal Revenue Code.
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 5 of 13 Execution Copy
8.3.2 Buyer’s Documents. At Closing, Buyer shall deliver to Escrow
Agent the following funds, instruments and documents:
a. The balance of the Purchase Price in accordance with Section 3; and
b. An executed real estate excise tax affidavit.
9. Possession. Buyer will be entitled to possession of the Subject Property upon
Closing.
10. Representations and Warranties.
10.1 Seller’s Representations and Warranties. In addition to any other
representations or warranties of City elsewhere in this Agreement, Seller represents and
warrants to Buyer now, and as of the Date of Closing, that:
10.1.1 Authority. Seller has full power and authority to execute this
Agreement and perform Seller’s obligations, and all necessary action to authorize this
transaction has been taken, except as specifically provided herein.
10.1.2 Hazardous Substances. Seller has not received notification of any
kind from any governmental agency suggesting that the Subject Property is or may be
targeted for a Hazardous Substances cleanup; to the best of Seller’s knowledge the Subject
Property has not been used (a) for the storage, disposal or discharge of oil, solvents, fuel,
chemicals or any type of toxic, dangerous, hazardous or biological waste or substance
(collectively, “Hazardous Substances”), or (b) as a landfill or waste disposal site; to the
best of Seller’s knowledge the Subject Property has not been contaminated with any
Hazardous Substances; and (c) to the best of Seller’s knowledge, there are no underground
storage tanks on the Subject Property. Buyer agrees to waive Seller’s Disclosure Statement
under RCW 64.06.010 with the exception of item 6 “Environmental” under RCW
64.06.013 which Seller shall deliver to Buyer within five (5) business days following
execution of this Agreement. A blank copy of the Environmental Section of Seller’s
Disclosure Statement is attached as Exhibit B for reference. Prior to Closing, Buyer will
be responsible to evaluate the property for Hazardous Substances and Seller will be given
the opportunity, but will not be obligated, to remediate any concerns brought to the
attention of environmental authorities.
10.1.3 Buyer’s Representations and Warranties. In addition to any other
representations and warranties of Buyer elsewhere in this Agreement, Buyer represents and
warrants to Seller now, and as of the Date of Closing, that (a) Buyer has full power to
execute, deliver and carry out the terms and provisions of this Agreement, and has taken
all necessary action to authorize the execution, delivery and performance of this
Agreement; and (b) the individual executing this Agreement on behalf of Buyer has the
authority to bind Buyer to the terms and conditions of this Agreement.
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 6 of 13 Execution Copy
10.1.4 “As is” condition of Subject Property. The Purchase Price reflects
that Buyer is purchasing the Subject Property “as is,” “where is,” and “with all faults,”
except to the extent of representations and warranties specifically made by Seller or in the
Statutory Warranty Deed or other documents to be delivered by Seller at Closing.
11. Maintenance of Subject Property; Risk of Loss, Condemnation.
11.1 Maintenance of Subject Property. From the date of this Agreement until
the Closing Date (or any earlier termination of this Agreement), Seller agrees to maintain
the Subject Property in substantially the same condition existing as of the Effective Date,
ordinary wear and tear, damage by casualty excepted.
11.2 Risk of Loss; Condemnation. Risk of loss of or damage to the improvements
on the Subject Property will be borne by Seller at all times until the Closing Date and no
event of casualty or damage shall affect the parties’ obligations under the Agreement or
the Purchase Price, however, Buyer will have the right to receive any insurance proceeds
due Seller in connection with any casualty or damage and Seller covenants to maintain
commercially reasonable casualty insurance in place with respect to the Subject Property
at all times prior to Closing. Seller shall promptly notify Buyer of any condemnation or
eminent domain proceeding which affects the Subject Property. In the event of any
condemnation or eminent domain proceeding by any entity other than City, or a deed in
lieu of or under threat thereof, which affects a material portion of the Subject Property,
Buyer may elect either to terminate this Agreement, or to purchase the Subject Property in
the condition existing on the Closing Date without adjustment of the Purchase Price.
12. Default.
12.1 Time of Essence. Time is of the essence for this Agreement.
12.2 Seller’s Remedies for Buyer’s Default or Failure to Close. If Buyer fails,
without legal excuse, to complete the purchase of the Subject Property in accordance with
this Agreement, Seller’s sole and exclusive remedies shall be to retain the Deposit as
liquidated damages. Buyer expressly agrees that the retention of the Deposit by Seller
represents a reasonable estimation of the damages in the event of Buyer’s default and
failure to close, that actual damages may be difficult to ascertain and that this provision
does not constitute a penalty. In this respect, Buyer and Seller acknowledge that these
damages have been specifically negotiated between Buyer and Seller and will compensate
Seller for delaying the eventual sale of the Subject Property and to compensate Seller or its
costs and expenses associated with this Agreement.
12.3 Buyer’s Remedies for Seller’s Default. If Seller fails to complete the sale
of the Subject Property in accordance with this Agreement, Buyer’s remedy will be to
terminate this Agreement or to seek specific performance.
13. Notices. All notices, demands and other communications required or permitted to
be given shall be in writing, and shall be sent by personal delivery (including by means of
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 7 of 13 Execution Copy
professional messenger or courier service) or registered or certified mail, postage-prepaid,
return-receipt requested, or by electronic mail (e-mail) at the addresses provided. Notice
shall be deemed to have been given if personally delivered or sent by electronic mail (e-
mail), upon receipt, if sent by mail, two (2) days after duly placed in the U.S. Mail to all of
the addresses designated for such party.
The Parties’ respective addresses for notices are as follows:
If to City: City of Auburn
Real Estate Division
25 West Main Street
Auburn, WA 98001-4998
Attn: Josh Arndt
Email: jarndt@auburnwa.gov
With copies to: City Attorney’s Office
City of Auburn
25 West Main Street
Auburn, WA 98001-4998
Attn: City Attorney
Email: kcomeau@auburnwa.gov, druth@auburnwa.gov
If to Seller: Skyline Properties (Office # 940)
Ron Melik (License # 4651)
702 S Hill Park Dr, Suite 203
Puyallup, WA 98373
206.354.2995
Ronsellshomes@comcast.net
With copies to: __________________________________
__________________________________
__________________________________
__________________________________
__________________________________
__________________________________
Notice of change of address shall be given by written notice in the manner detailed in this
Section.
14. General.
14.1. Entire Agreement. This is the entire Agreement of Buyer and Seller with
respect to the matters covered and supersedes all prior agreements between them, written
or oral. This Agreement may be modified only in writing, signed by Buyer and Seller.
Any waivers must be in writing. No waiver of any right or remedy in the event of default
Page 56 of 163
Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
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will constitute a waiver of such right or remedy in the event of any subsequent default.
Venue for disputes under this Agreement is the Superior Court of King County,
Washington.
14.2 Choice of Law. This Agreement will be governed by the laws of the State
of Washington.
14.3 No Third-Party Beneficiaries/Severability. This Agreement is for the
benefit only of the Parties and shall inure to the benefit of and bind the heirs, personal
representatives, successors and permitted assigns of the parties. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
14.4 Survival of Rights, Duties, and Obligations. The Parties’ rights, duties,
covenants, and obligations shall survive Closing and the expiration or earlier termination
of this Agreement.
14.5 Indemnification. From and after Closing, and for a period of ten (10) years
from the Closing Date, Seller shall indemnify, defend, and hold Buyer harmless from and
against any and all claims and agency orders or requirements relating to or arising out of,
directly or indirectly, the Subject Property, except to the extent caused by the negligence
or willful misconduct of Buyer.
14.6 Signing Authority. Each of the Parties represents and warrants that the
individual signing this Agreement on its behalf is duly authorized to enter into this
Agreement and to execute and legally bind such Party to it.
14.7 Attorneys’ Fees. In the event suit or action is instituted to interpret or
enforce the terms of this Agreement, the prevailing party is entitled to recover from the
other party such sum as the Court may adjudge reasonable as attorneys’ fees, including
fees incurred at trial, on any appeal and in any petition for review.
14.8 Exclusivity. During the term of this Agreement, Seller will not market nor
list the Subject Property for sale, nor accept any offers from third parties with respect to
sale of the Subject Property.
14.9 Reservation of Police Power. Notwithstanding anything to the contrary set
forth in this Agreement, Buyer understands and acknowledges that City’s authority to
exercise its police (regulatory) powers in accordance with applicable law shall not be
deemed limited by the provisions of this Agreement.
14.10 This purchase is subject to the approval of the King County Futures
Committee which Buyer shall make reasonable effort to obtain by the expiration of the due
diligence and feasibility period. If no notice of King County Futures Committee is
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 9 of 13 Execution Copy
delivered to Seller by the end of the feasibility period then approval shall be deemed to
have been granted. Buyer may request an extension, at no cost to Buyer for this provision.
Seller agrees to allow for an extension of this provision if Buyer can demonstrate
reasonable efforts in obtaining said approval.
14.11 Approval by Auburn City Council. The Parties acknowledge that this
Agreement shall not be deemed accepted by or binding on Seller until approved by the
Auburn City Council.
14.12 Real Estate Broker / Commissions. The Parties acknowledge that Skyline
Properties broker (Office #905), Ron Melik (License #4651), has performed services on
behalf of Seller that entitles the Brokerage to a real estate commission. The Parties agree that
Buyer will pay a brokerage commission in the amount of Two Thousand Six Hundred
Thirty Dollars and no cents ($2,630.00) as part of Buyer’s closing costs identified in
paragraph 8.2.2 above.
14.13 Exhibits. The following exhibits are attached and incorporated into this
Agreement by reference.
(i) Exhibit A – Legal Description of the Subject Property
(ii) Exhibit B – Seller Disclosure, Environmental
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 58 of 163
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 11 of 13 Execution Copy
EXHIBIT “A”
Legal Description
Lots 1 and 2 of Short Plat No. SP-3-81, according to the Short Plat Survey recorded
under King County Recording No. 8201260641
TOGETHER WITH an easement for ingress, egress and utility purposes as disclosed in
said short plat;
Situate in the City of Auburn, County of King, State of Washington
King County Parcel Numbers: 936000-0014-09 and 936000-0016-07
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 12 of 13 Execution Copy
EXHIBIT “B”
Seller Disclosure – Environmental
ENVIRONMENTAL DISCLOSURE Yes No Don’t
Know
N/A
A Have there been any flooding, standing water, or drainage
problems on the property that affect the property or access to
the property?
B Does any part of the property contain fill dirt, waste, or other
fill materials?
C Is there any material damage to the property from fire, wind,
floods, beach movements, earthquake, expansive soils, or
landslides?
D Are there any shorelines, wetlands, floodplains, or critical
areas on the property?
E Are there any substances, materials, or products in or on the
property that may be environmental concerns, such as
asbestos, formaldehyde, radon gas, lead-based paint, fuel or
chemical storage tanks, or contaminated soil or water?
F Has the property been used for commercial or industrial
purposes?
G Is there any soil or groundwater contamination?
H Are there transmission poles or other electrical utility
equipment installed, maintained, or buried on the property
that do not provide utility service to the structures on the
property?
I Has the property been used as a legal or illegal dumping site?
J Has the property been used as an illegal drug manufacturing
site?
K Are there any radio towers in the area that cause interference
with cellular telephone reception?
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Purchase and Sale Agreement – COA / Kent-Yi Company
King County Parcel # 936000-0014 & 16
Page 13 of 13 Execution Copy
If you answered yes to any of the following please give further details here.
Page 62 of 163
AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5624 (Caillier)(15 Minutes)
Date:
October 6, 2021
Department:
Police
Attachments:
Res olution No. 5624
Exhibit A - Axon Quote and Contract
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
Background Summary:
The City Council passed Ordinance 6830 that authorized the Auburn Police Department
(APD) to use officer worn body cameras and to engaged in competitive negotiations for those
cameras and updated in car video and interview room camera systems and updated less
lethal conducted energy weapons.
Following passage of Ordinance 6830, APD issued a request for proposal seeking these
equipment items from qualified vendors. Three potential vendors responded. Of those
three, only the proposal submitted by Axon Enterprise, Inc. offered all of the equipment items
sought. Axon’s proposal offers the items at a bundled reduced price, and with technical
advantages in video quality, storage, redaction and conducted energy weapon integration that
makes its proposal the most advantageous to the City.
Axon’s contract calls for yearly installment payments. Resolution 5624 would further authorize
the City to use its ARPA funds for the 2021 installment payment, as an expenditure toward
the authorized ARPA purpose of addressing an increase in gun related crime within the
City. The City recommends passage of Resolution 5624, authorizing the Mayor to sign the
proposed contract and quote with Axon
Rev iewed by Council Committees:
Councilmember:Jeyaraj Staff:Caillier
Meeting Date:October 11, 2021 Item Number:
Page 63 of 163
Page 64 of 163
--------------------------------
Resolution No. 5624
October 7, 2021
Page 1 of 3
RESOLUTION NO. 5624
A RESOLUTION OF THE CITY OF AUBURN,
WASHINGTON: (1) AUTHORIZING THE MAYOR TO SIGN
A CONTRACT WITH AXON ENTERPRISE, INC., FOR
POLICE BODY WORN CAMERAS AND RELATED
EQUIPMENT, AND (2) ALLOCATING ARPA FUNDS
TOWARD THE CONTRACT PURCHASE
WHEREAS, the Auburn Police Department (APD) seeks to increase
transparency, accountability and efficiency by procuring officer body worn cameras,
updated systems for in-car video and interview room cameras, and updated less lethal
conducted energy weapons;
WHEREAS, Axon Enterprise, Inc. (Axon) is a vendor of these items. On July 12,
2021, Axon presented information to the City Council regarding its products and
services. Following Axon’s presentation, the City Council passed Ordinance No. 6830
authorizing the APD to use body cameras, and to engage in competitive negotiations for
the procurement of the above equipment items;
WHEREAS, on August 9, 2021 the APD issued and published a request for
proposals (RFP) seeking proposals for the items. APD received proposals from Axon
and two other vendors. Of the three proposals received, only Axon’s offered all items
sought in the RFP. Axon’s proposal quotes $2,296,086.41 for the items sought, to be
paid in yearly installments each November until 2025;
WHEREAS, bundling this equipment purchase under Axon’s proposal reduces
the cost of separate item purchases, and Axon’s proposal includes several technical
advantages in video quality, storage, redaction and conducted energy weapon
integration that makes its proposal the most advantageous to the City;
Page 65 of 163
--------------------------------
Resolution No. 5624
October 7, 2021
Page 2 of 3
WHEREAS, on September 7, 2021, the City passed Ordinance No. 6832 that
allocated a portion of its American Rescue Plan Act (ARPA) funds for the authorized
purpose of mitigating negative economic impacts of the COVID-19 pandemic. U.S.
Treasury Department guidance indicates that expenditures toward law enforcement
technology and equipment to more efficiently and effectively respond to increased gun
violence during the pandemic can meet this stated ARPA purpose;
WHEREAS, APD statistics reveal increased gun related crime in the City during
the pandemic when compared to previous years. The Council finds that the Axon
contract installment payment for 2021 would enable APD to more efficiently and
effectively respond to this COVID-era increase in gun related crime through accurate
incident recording and documentation, and an improved less lethal incident response
option for APD officers;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is authorized to sign the contract and the corresponding
price quote with Axon attached as Exhibit A to this Resolution;
Section 2. The Finance Department is authorized to fund the 2021 installment
of the Axon contract using the City’s ARPA funds allocated to mitigating negative COVID
economic impacts under Ordinance No. 6832.
Section 3. The Mayor is authorized to implement such administrative procedures
as may be necessary to carry out the directions of this legislation.
Page 66 of 163
--------------------------------
Resolution No. 5624
October 7, 2021
Page 3 of 3
Section 4. This Resolution shall take effect and be in full force upon passage
and signatures.
Dated and Signed this _____ day of _________________, 2021.
CITY OF AUBURN
NANCY BACKUS
MAYOR
ATTEST: APPROVED AS TO FORM:
____________________________ ____________________________
Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney
Page 67 of 163
1 Q-331734-44475.720AS
Q-331734-44475.720AS
Issued: 10/06/2021
Quote Expiration: 11/01/2021
EST Contract Start Date: 12/01/2021
Account Number: 112450
Payment Terms: N30
Delivery Method: Fedex - Ground
SHIP TO BILL TO SALES REPRESENTATIVE PRIMARY CONTACT
Business;Delivery;Invoice-340 E Main St Auburn Police Dept. - WA Allen Sliper
340 E Main St 340 E Main St Phone: Phone: (253) 876-1907
Auburn, WA 98002-5548 Auburn, WA 98002-5548 Email: asliper@axon.com Email: sstocker@auburnwa.gov
USA USA Fax: Fax: (253) 931-5108
Email:
Program Length 60 Months Bundle Savings $727,872.90
TOTAL COST $2,296,086.41 Additional Savings $37,432.08
ESTIMATED TOTAL W/ TAX $2,296,086.41 TOTAL SAVINGS $765,304.98
PAYMENT PLAN
PLAN NAME INVOICE DATE AMOUNT DUE
Year 1 Nov, 2021 $586,352.50
Year 2 Nov, 2022 $427,433.48
Year 3 Nov, 2023 $427,433.48
Year 4 Nov, 2024 $427,433.48
Year 5 Nov, 2025 $427,433.48
Axon Enterprise, Inc.
17800 N 85th St.
Scottsdale, Arizona 85255
United States
VAT: 86-0741227
Domestic: (800) 978-2737
International: +1.800.978.2737
Page 68 of 163
2 Q-331734-44475.720AS
Quote Details
Bundle Summary
Item Description QTY
OSP7+Premium 2021 - OFFICER SAFETY PLAN 7 PLUS Premium 123
AB3C AB3 Camera Bundle 123
AB3MBD AB3 Multi Bay Dock Bundle 16
Unlimited7+Premium 2021 Unlimited 7+ Premium Bundle 2
AB3C AB3 Camera Bundle 2
AB3MBD AB3 Multi Bay Dock Bundle 1
Fleet3B Fleet 3 Basic 44
ProLicense Pro License Bundle 10
DynamicBundle Dynamic Bundle 1
Bundle: AB3 Camera Bundle Quantity: 123 Start: 12/1/2021 End: 11/30/2026 Total: 85977 USD
Category Item Description QTY
Camera 73202 AXON BODY 3 - NA10 123
Spare Camera 73202 AXON BODY 3 - NA10 4
Camera Mount 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 123
USB 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 123
Other 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 12
Other 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 4
Bundle: AB3 Multi Bay Dock Bundle Quantity: 16 Start: 12/1/2021 End: 11/30/2026 Total: 24622.4 USD
Category Item Description QTY
Dock 74210 AXON BODY 3 - 8 BAY DOCK 16
Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 16
Wall Mount 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 16
Bundle: 2021 - OFFICER SAFETY PLAN 7 PLUS Premium Quantity: 123 Start: 12/1/2021 End: 11/30/2026 Total: 1727387.91
USD
Category Item Description QTY
Holsters 20160 TASER 7 HOLSTER - SAFARILAND, RH+CART CARRIER 120
Holsters 20161 TASER 7 HOLSTER - SAFARILAND, LH+CART CARRIER 3
HALT Suit 20050 HOOK-AND-LOOP TRAINING (HALT) SUIT 3
Page 69 of 163
3 Q-331734-44475.720AS
Handle License 20248 TASER 7 EVIDENCE.COM LICENSE 123
Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 369
Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 369
Handles 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 123
Inert Cartridges 22179 TASER 7 INERT CARTRIDGE, STANDOFF (3.5-DEGREE) NS 50
Inert Cartridges 22181 TASER 7 INERT CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 50
Admin License 20248 TASER 7 EVIDENCE.COM LICENSE 2
Taser 7 Target 80087 TASER 7 TARGET, CONDUCTIVE, PROFESSIONAL (RUGGEDIZED)2
Spare Handles 20008 TASER 7 HANDLE, YLW, HIGH VISIBILITY (GREEN LASER), CLASS 3R 4
Taser 7 Target Frame 80090 TARGET FRAME, PROFESSIONAL, 27.5 IN. X 75 IN., TASER 7 2
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 246
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 246
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 246
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 246
Training Live Cartridges 22175 TASER 7 LIVE CARTRIDGE, STANDOFF (3.5-DEGREE) NS 246
Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246
Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246
Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246
Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246
Training Live Cartridges 22176 TASER 7 LIVE CARTRIDGE, CLOSE QUARTERS (12-DEGREE) NS 246
Batteries 20018 TASER 7 BATTERY PACK, TACTICAL 147
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1
Master Instructor Course Vouchers 20119 TASER 7 MASTER INSTRUCTOR SCHOOL VOUCHER 1
Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 246
Training Halt Cartridges 22177 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, STANDOFF NS 246
Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 246
Training Halt Cartridges 22178 TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRIDGE, CLOSE QUART NS 246
Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1
Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1
Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1
Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1
Instructor Course Vouchers 20120 TASER 7 INSTRUCTOR COURSE VOUCHER 1
Docks 74200 TASER 7 6-BAY DOCK AND CORE 2
Dock Mount 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 2
Dock Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 2
Duty Cartridge Replenishment Program 20246 TASER 7 DUTY CARTRIDGE REPLACEMENT LICENSE 123
E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746)123
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4 Q-331734-44475.720AS
Viewer License 73687 EVIDENCE.COM VIEWER LICENSE 1
Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 123
A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 3690
Respond Plus 73680 RESPOND DEVICE PLUS LICENSE 123
Records 73681 AXON RECORDS FULL 123
Citizen 73618 CITIZEN FOR COMMUNITIES USER LICENSE 123
Redaction 73478 REDACTION ASSISTANT USER LICENSE 123
Auto Tagging 73682 AUTO TAGGING LICENSE 123
Performance 73739 PERFORMANCE LICENSE 123
On-Demand Transcription 85760 Auto-Transcribe Unlimited Service 123
3rd Party Video 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 123
Auto Tagging Implementation 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1
Signal Sidearm Kit 75015 SIGNAL SIDEARM KIT 123
Signal Sidearm Batteries 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 246
Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP)123
Camera Refresh 1 with Spares 73309 AXON CAMERA REFRESH ONE 127
Camera Refresh 2 with Spares 73310 AXON CAMERA REFRESH TWO 127
Warranty 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP)16
Multi-bay Dock Refresh 1 73689 MULTI-BAY BWC DOCK 1ST REFRESH 16
Multi-bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH 16
VR Software 20370 FULL VR TASER 7 ADD-ON USER ACCESS 123
VR Headset 20378 HTC SUNRISE VR HEADSET 5
Spare Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP)4
Other 80395 EXT WARRANTY, TASER 7 HANDLE 123
Other 80395 EXT WARRANTY, TASER 7 HANDLE 4
Other 80374 EXT WARRANTY, TASER 7 BATTERY PACK 147
Other 80396 EXT WARRANTY, TASER 7 SIX BAY DOCK 2
Controller Case 20188 VR CONTROLLER KIT PELICAN CASE 2
Controller 20298 VR-ENABLED GLOCK 17 CONTROLLER 2
Tablet 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 2
Tablet Case 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 2
Standoff Cartridges 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE)4
CQ Cartridges 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE)4
Bundle: 2021 Unlimited 7+ Premium Bundle Quantity: 2 Start: 12/1/2021 End: 11/30/2026 Total: 23879.99 USD
Category Item Description QTY
E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746)2
Device Storage 73686 EVIDENCE.COM UNLIMITED AXON DEVICE STORAGE 2
A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 60
Page 71 of 163
5 Q-331734-44475.720AS
Respond Plus 73680 RESPOND DEVICE PLUS LICENSE 2
Records 73681 AXON RECORDS FULL 2
Citizen 73618 CITIZEN FOR COMMUNITIES USER LICENSE 2
Redaction 73478 REDACTION ASSISTANT USER LICENSE 2
Auto Tagging 73682 AUTO TAGGING LICENSE 2
Performance 73739 PERFORMANCE LICENSE 2
On-Demand Transcription 85760 Auto-Transcribe Unlimited Service 2
3rd Party Video 11642 THIRD-PARTY VIDEO SUPPORT LICENSE 2
Auto Tagging Implementation 79999 AUTO TAGGING / PERFORMANCE IMPLEMENTATION SERVICE 1
Signal Sidearm Kit 75015 SIGNAL SIDEARM KIT 2
Signal Sidearm Batteries 71044 BATTERY, SIGNAL SIDEARM, CR2430 SINGLE PACK 4
Camera Warranty 80464 EXT WARRANTY, CAMERA (TAP)2
Camera Refresh 1 with Spares 73309 AXON CAMERA REFRESH ONE 2
Camera Refresh 2 with Spares 73310 AXON CAMERA REFRESH TWO 2
Warranty 80465 EXT WARRANTY, MULTI-BAY DOCK (TAP)1
Multi-bay Dock Refresh 1 73689 MULTI-BAY BWC DOCK 1ST REFRESH 1
Multi-bay Dock Refresh 2 73688 MULTI-BAY BWC DOCK 2ND REFRESH 1
VR Software 20370 FULL VR TASER 7 ADD-ON USER ACCESS 2
VR Headset 20378 HTC SUNRISE VR HEADSET 1
Controller Case 20188 VR CONTROLLER KIT PELICAN CASE 1
Controller 20298 VR-ENABLED GLOCK 17 CONTROLLER 1
Tablet 20296 SAMSUNG S7+ TABLET FOR VR SIMULATOR 1
Tablet Case 20297 SAMSUNG S7+ TABLET CASE FOR VR SIMULATOR 1
Standoff Cartridges 22196 TASER 7 VR CARTRIDGE, STANDOFF (3.5-DEGREE)2
CQ Cartridges 22197 TASER 7 VR CARTRIDGE, CLOSE-QUARTERS (12-DEGREE)2
Bundle: AB3 Camera Bundle Quantity: 2 Start: 12/1/2021 End: 11/30/2026 Total: 1398 USD
Category Item Description QTY
Camera 73202 AXON BODY 3 - NA10 2
Camera Mount 71026 MAGNET MOUNT, FLEXIBLE REINFORCED, RAPIDLOCK 2
USB 11534 USB-C to USB-A CABLE FOR AB3 OR FLEX 2 2
Bundle: AB3 Multi Bay Dock Bundle Quantity: 1 Start: 12/1/2021 End: 11/30/2026 Total: 1538.9 USD
Category Item Description QTY
Dock 74210 AXON BODY 3 - 8 BAY DOCK 1
Power Cord 71019 NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6-BAY DOCK 1
Wall Mount 70033 WALL MOUNT BRACKET, ASSY, EVIDENCE.COM DOCK 1
Page 72 of 163
6 Q-331734-44475.720AS
Bundle: Fleet 3 Basic Quantity: 44 Start: 12/1/2021 End: 11/30/2026 Total: 340560.01 USD
Category Item Description QTY
Storage 80410 FLEET, EVIDENCE LICENSE, 1 CAMERA STORAGE, LICENSE 88
E.com License 80400 FLEET, VEHICLE LICENSE, LICENSE 44
Camera Kit & Warranty 72036 FLEET 3 STANDARD 2 CAMERA KIT 44
Router 11634 CRADLEPOINT IBR900-1200M-NPS+5 YEAR NETCLOUD 44
Router Antenna 71200 FLEET ANT, AIRGAIN, 5-IN-1, 2LTE, 2WIFI, 1GNSS, BL 44
Ethernet Cable 74110 FLEET ETHERNET CABLE, CAT6, 25 FT 44
Vehicle Installation 73391 FLEET 3 NEW INSTALLATION (PER VEHICLE)44
Axon Signal Unit 70112 AXON SIGNAL UNIT 44
Cable Assembly 70117 AXON SIGNAL UNIT, CABLE ASSEMBLY 44
Spare Camera Kit & Warranty 72036 FLEET 3 STANDARD 2 CAMERA KIT 1
Other 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 44
Other 80495 EXT WARRANTY, FLEET 3, 2 CAMERA KIT 1
Bundle: Pro License Bundle Quantity: 10 Start: 12/1/2021 End: 11/30/2026 Total: 23400 USD
Category Item Description QTY
E.com License 73746 PROFESSIONAL EVIDENCE.COM LICENSE (Formerly SKU 73746)10
A La Carte Storage 73683 10 GB EVIDENCE.COM A-LA-CART STORAGE 30
Bundle: Dynamic Bundle Quantity: 1 Start: 12/1/2021 End: 11/30/2026 Total: 8882.5 USD
Category Item Description QTY
Other 74056 WALL MOUNT 1
Other 50294 LITE SERVER 2
Other 74116 INTERVIEW COVERT ENCLOSURE - AV WALL PLATE, FLUSH MOUNTED 1
Other 50220 HP SWITCH - 8PORT GIGABIT MAX POE MANAGED SWITCH - NON SER 1
Other 50113 COVERT CAMERA, MAIN UNIT 2
Other 50118 LOUROE MICROPHONE 2
Other 74114 INTERVIEW COVERT ENCLOSURE - MOTION SENSOR 1
Sensor Unit 50114 COVERT CAMERA, SENSOR UNIT 2
Other 50268 POS-X TP6 TOUCH PANEL W/4GB RAM 1
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.
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7 Q-331734-44475.720ASPage 74 of 163
8 Q-331734-44475.720AS
Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
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.
ACEIP:
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 75 of 163
9 Q-331734-44475.720AS
\s1\\d1\
Signature Date Signed
10/6/2021
Page 76 of 163
Master Services and Purchasing Agreement between
Axon and Agency
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 13.0
Release Date: 3/31/2021 Page 1 of 23
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 unless the terms are reviewed
and approved by Axon. 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 may cancel orders
made from quotes containing typographical errors by Axon that affect the quantity of items supplied or other
material quote terms, unless Agency has relied on the erroneous quote to its detriment.
“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 1st of the following month. If Axon ships the Axon Device in
the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon
Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion
of the subscription stated in the Quote (“Subscription Term”).
Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional
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.
Page 77 of 163
Master Services and Purchasing Agreement between
Axon and Agency
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 13.0
Release Date: 3/31/2021 Page 2 of 23
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.
Page 78 of 163
Master Services and Purchasing Agreement between
Axon and Agency
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 13.0
Release Date: 3/31/2021 Page 3 of 23
9 Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.
10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency
or making the same change to Axon Devices and Services previously purchased by Agency.
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 reflecting coverage for Axon and its
employees or agents performing any work under this Agreement or any of its appendices.
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 negligent or willful misconduct.
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 Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this
Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between
Agency and a third-party over Agency’s use of Axon Devices.
17 Termination.
17.1 For 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,
Page 79 of 163
Master Services and Purchasing Agreement between
Axon and Agency
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 13.0
Release Date: 3/31/2021 Page 4 of 23
given the nature of the information or circumstances surrounding disclosure, should reasonably be
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. 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 an event such
as a natural or man-made disaster, an act of God, a strike, a riot, an act of war, or a similar 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: City of Auburn
Attn: Legal Attn: Mark Caillier
17800 N. 85th Street 340 E. Main St.
Scottsdale, Arizona 85255 Auburn, WA 98002
legal@axon.com mcaillier@auburnwa.gov
19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
Page 80 of 163
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 5 of 23
entire agreement between the Parties. This Agreement supersedes all prior agreements or
understandings, whether written or verbal, regarding the subject matter of this Agreement. This
Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as
of the date of signature.
Axon Enterprise, Inc. City of Auburn
Signature:
Signature:
Name: Name: Nancy Backus
Title:
Title: Mayor
Date:
Date:
Page 81 of 163
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 6 of 23
Axon Cloud Services Terms of Use Appendix
1 Definitions.
“Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.
Agency Content includes Evidence but excludes Non-Content Data.
“Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency.
Evidence is a subset of Agency Content.
“Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted or generated when
using Axon Devices. Non-Content Data includes data about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
“Personal Data” means any information relating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
2 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access
and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more
end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each
drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store
and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non-
TASER Data to Axon Evidence Lite.
3 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency
Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency
Content is not Axon’s business records. Agency is solely responsible for uploading, sharing,
managing, and deleting Agency Content. Axon will only have access to Agency Content for the
limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a)
perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement
or policies governing use of the Axon products.
4 Security. Axon will implement commercially reasonable and appropriate measures to secure
Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a
comprehensive information security program to protect Axon Cloud Services and Agency Content
including logical, physical access, vulnerability, risk, and configuration management; incident
monitoring and response; encryption of uploaded digital evidence; security education; and data
protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information
Services Security Addendum.
5 Agency Responsibilities. Agency is responsible for (a) ensuring Agency has necessary rights in
or to Agency Content uploaded; (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
Page 82 of 163
Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 7 of 23
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.
For purposes of this Agreement, “Agency End User” includes those Agency individuals identified
in Paragraph 13 of this Agreement, and does not include members of the public or others who
obtain access to Agency’s Content through or as a result of legally required disclosures.
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 Wi-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.
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 Warranty. Axon disclaims any warranties or responsibility for data
corruption or errors occurring before the 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.
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The Axon Records Subscription Term will end upon the competition of the Axon Records
Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon
competition of the OSP 7 Term (“Axon Records Subscription”)
An “Update” is a generally available release of Axon Records that Axon makes available from time
to time. An “Upgrade” includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as any Axon professional services
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 Cloud 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.
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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.
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Professional Services Appendix
1 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 Service). 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, Agency 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
• Authenticate Dock with Axon Evidence using admin credentials from Agency
• On-site assistance, not to include physical 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
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:
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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
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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.
6 Smart Weapon Transition Service. The Smart Weapon Transition 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 Signal 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 existing 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
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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.
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Technology Assurance Plan Appendix
If Technology Assurance Plan (“TAP”) or a bundle including TAP is on the Quote, this appendix applies.
1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
2 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 1st 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.
7 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.
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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 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 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:
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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.
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Axon Auto-Tagging Appendix
1 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.
5 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.
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Axon Fleet Appendix
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)
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Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 19 of 23
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 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 (“Fleet Upgrade”) as schedule on the Quote.
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.
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.
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 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.
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Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 20 of 23
Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus.
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.
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 Aware services, including any Axon-provided
LTE service.
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Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 21 of 23
Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon
Performance.
1 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.
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Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 22 of 23
Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
1) Subscription Term. If Agency purchases Axon Auto-Transcribe as part of a bundle or Axon
Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle
or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to
Agency. If Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription
begins on the date Axon provisions Axon Auto-Transcribe to Agency.
Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.
If Agency cancels Auto-Transcribe services, any amounts owed by the Parties will be based on
the amount of time passed under the annual subscription, rather than on the number of minutes
used, regardless of usage.
2) Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Agency a set number of minutes,
Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the
Quote. Agency will not have the ability to roll over unused minutes to future Auto-Transcribe
terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes.
3) Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription
to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of
minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and
transcribing individual evidence items. In the event Agency uses Axon Auto-Transcribe On-
Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading
Agency’s Axon Auto-Transcribe On-Demand to better meet Agency’s needs.
4) Warranty. Axon does not warrant the accuracy of Axon Auto-Transcribe.
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Master Services and Purchasing Agreement
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 12.0
Release Date: 12/18/2020 Page 23 of 23
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.
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AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5617 (Comeau)(10 Minutes)
Date:
October 6, 2021
Department:
Legal
Attachments:
Council Presentation 302 Lunch Rd, Auburn(2)
Res olution No. 5617
Res olution No. 5617 Exhibit A - Term Sheet
BridgeDev - Auburn Land - City of Auburn
7.21.21
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
The City declared this property surplus to its needs back in 2018. Bridge Development
Partners or Bridge Acquisition, is a strong international company experienced in industrial
development. Development of this surplus property and the surrounding properties will
benefit the City by adding to its tax and economic base.
Background Summary:
The property located at 302 Lund Rd was purchased from King County on 9/19/2006 for
$180,000 authorized by City Council under resolution 4099. On October 15, 2018, Council
passed resolution 5384 which, 1) declared the property as surplus to the needs of the City,
and 2) authorized the sale of the property to Papé Properties, Inc.
The sale of the property to Papé never materialized due to the cost and challenge associated
with development of this property due to known wetlands on the property. Since 2018, other
parties have expressed interest in the property for development purposes, but no party has
taken serious action.
Bridge Acquisition, LLC (“Bridge”) is a subsidiary of Bridge Development Partners. Bridge is
a vertically integrated real estate operating company and investment manager focused on the
development and acquisition of industrial properties. They are an international company with a
regional office is Bellevue. Bridge owns and operates more than 5 million square feet of
industrial property throughout the Seattle region. Bridge is recently developed on the Segale
property located off of 8th Street SW and the former cold storage facility located off of 15th
St SW next to the bus barn and the City’s Maintenance and Operations yard.
Bridge intends to combine City owned Lund Road property with two privately owned 5 acre
parcels (parcels 132104-9043 & 132104-9031) adjacent to the City’s property and develop
industrial manufacturing/warehouse space. Properties in this area are zoned M1 which allows
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for industrial development. Many of the surrounding properties are already developed with
similar product. The City’s and adjoining private party parcels have known wetlands making
the development of these properties challenging. Bridge’s experience in industrial
development will be an asset in this regards.
Rev iewed by Council Committees:
Councilmember:Staff:Comeau
Meeting Date:October 11, 2021 Item Number:
Page 101 of 163
AUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O N302 LUND RD, AUBURNPROPOSED SALE OF THE CITY OWNED PROPERTY TO BRIDGE ACQUISITION, LLCLegal DepartmentPage 102 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION 302 Lund Rd, Auburn South of W Main St between State Route 167 & Interurban Trail LOCATION Page 103 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONSERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION 8.26 acres Purchased by the City in 2006 for $180,000…for the overall enhancement of the City Vacant 2011 Staff report classified 8 of 8.26 acres as Category II wetlands Previously declared as “surplus” by Auburn City Council (Section 1 of Resolution 5384) Zoned M1 (Light Industrial) Surrounding properties developed for industrial uses PROPERTY DETAILPage 104 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION “Bridge” is a vertically integrated real estate operating company and investment manager focused on the development and acquisition of industrial properties in supply-constrained core markets in the U.S and the U.K Own and operate more than 5M square feet of industrial property in the Seattle region Bridge Point Auburn 200701 15thStreet Southwest, Auburn BUYER – BRIDGE ACQUISITION, LLCPage 105 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONSERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION Purchase Price - $200,000 or appraised value, whichever is greater $30,000 earnest money deposit with portions becoming “non-refundable” and released to the City at certain transactional milestones Buyer pays all closing costs – (Title & Escrow Fees, Recording Fees, etc.) Closing to take place within 30 days of waiver or expiration of Due Diligence Period(s) Public Hearing set for October 18th, 2021Voting on legislation to take place after the Public HearingTRANSACTION DETAILSPage 106 of 163
Legal DepartmentAUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O NJOSH ARNDTREAL ESTATE MANAGERJARNDT@AUBURNWA.GOV253.288.4325Page 107 of 163
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Resolution No. 5617
September 7, 2021
Page 1 of 2
A RESOLUTION NO. 5617
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE A CONTRACT FOR THE SALE OF CITY OWNED
REAL PROPERTY TO BRIDGE ACQUISITION, LLC
WHEREAS, the City purchased 302 Lund Road from King County on
September 19, 2006 for the overall enhancement of the City under the authority
granted by Resolution 4099; and
WHEREAS, Auburn City Council, through Section 1 of Resolution 5384
passed on October 15, 2018, declared the 302 Lund Rd as surplus property to
the City’s needs; and
WHEREAS, Bridge Acquisition, LLC has expressed desire to purchase
302 Lund Rd from the City and it is in the public interest to sell the surplus property
at this time; and
WHEREAS, the Auburn City Council held a public hearing in accordance
with RCW 39.33.020,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
RESOLVES as follows:
Section 1. The Mayor is authorized to execute a Contract for the sale
of the following legally described real property:
LEGAL DESCRIPTION
LOT 2 OF AUBURN SP-11-85, RECORDING NO. 8601080790, SAID SHORT
PLAT, DESCRIBED AS FOLLOWS: WEST ¾ OF THE WEST ½ OF THE NE ¼
OF THE SW ¼ OF SECTION 13, TOWNSHIP 21 NORTH, RANGE 4 EAST,
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--------------------------------------
Resolution No. 5617
September 7, 2021
Page 2 of 2
W.M., KING COUNTY, WASHINGTON, LESS STATE ROAD, LESS COUNTY
ROAD
more commonly referred to by King County tax parcel 1321049104, or by
street address 302 Lund Rd. SW, Auburn, WA 98001 between the City and
Bridge Acquisition, LLC in substantial conformity with the Term Sheet attached
as Exhibit “A.”
Section 2. The Mayor is authorized to implement those administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This resolution shall be in full force and effect upon passage
and signatures.
Dated and Signed this _____ day of _________________, 2021.
CITY OF AUBURN
___________________________________
NANCY BACKUS
MAYOR
ATTEST:
_________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
_________________________
Kendra Comeau, City Attorney
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AGENDA BILL APPROVAL FORM
Agenda Subject:
Resolution No. 5621 (Comeau)(10 Minutes)
Date:
October 6, 2021
Department:
Legal
Attachments:
Council Presentation 1101 D St NE Auburn(2)
Res olution No. 5621
Res olution No. 5621 Exhibit A - 1101 D Street NE
Purchase and Sale Agreement
Budget Impact:
Current Budget: $0
Proposed Revision: $0
Revised Budget: $0
Administrativ e Recommendation:
For discussion only.
Background for Motion:
This Property has been used as a fire station since the City first acquired it. Selling the
Property to the Valley Regional Fire Authority will not only see the Property continues to be
used for its original intent, but proceeds from the sale will also provide revenue to the City.
Background Summary:
The City acquired title to 1101 D Street NE in Auburn (the “Property”) in 1984 and thereafter
began making improvements to the property for use as a fire station by the Auburn Fire
Department. On January 1, 2007 as a result of a voter-approved measure, the Auburn Fire
Department combined with the Pacific Fire Department and the City of Algona to form the
Valley Regional Fire Authority (VRFA), which provides fire and EMS services to all three
Cities. The City retained ownership of the Property and leased it to VRFA for continued use
as a fire station as outlined in the Valley Regional Fire Authority – Regional Fire Protection
Service Authority Plan dated August 29, 2006.
In 2020 VRFA approached the City of Auburn expressing interest in purchasing the Property,
which serves as Station 31, VRFA’s headquarters. VRFA conducted an appraisal which
serves the sales price of the Property. Conditions of the agreement require that prior to
closing the City will dedicate 5.5ft of the property (not considered part of the surplus or
property to be conveyed to VRFA) adjacent to D Street NE for Right of Way required for
future road widening. VRFA as a condition of closing this transaction must sever the existing
power service to the emergency signal located on the west side of D Street NE and rewire
this signal, which emergency signal is and will remain under the ownership of the City, to an
existing City power service in the area at VRFA’s sole cost.
Post-closing requirements of the agreement will require; 1) VRFA to grant the City a water
utility easement for continued operation, access, maintenance and repair of an existing City
water utility, 2) VRFA and the City to execute a Stormwater Easement and Maintenance
Agreement (SWEMA) for the Property’s private stormwater runoff facilities; and 3) VRFA and
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the City to execute an Amendment to the existing lease agreement removing Station 31 from
the lease agreements defined premises.
Rev iewed by Council Committees:
Councilmember:Staff:Comeau
Meeting Date:October 11, 2021 Item Number:
Page 115 of 163
AUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O N1101 D STREET NE, AUBURN(VRFA STATION 31)PROPOSED SURPLUS AND SALE OF THE CITY OWNED PROPERTY TO VRFALegal DepartmentPage 116 of 163
North of downtownNext to downtown Green River campus, Lowes & Fred MeyerLOCATION Page 117 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATION1984, City of Auburn acquires the property and begins making improvements to the property to be used as a fire station by the Auburn Fire DepartmentJanuary 1, 2007, Valley Regional Fire Authority (VRFA) is formed as a result of a voter approved measureReplaces Auburn and Pacific Fire Departments to provide fire and EMS services to Auburn, Pacific & Algona As part of this transition City of Auburn retains ownership of 1101 D Street NE (Station 31) but leases the property to VRFA for continued use as a Fire Station Station 31 serves as VRFA headquarters HISTORYPage 118 of 163
SERVICE ENVIRONMENT ECONOMY CHARACTER SUSTAINABILITY WELLNESS CELEBRATIONTRANSACTION DETAILS•Purchase Price - $2,030,000•Set by a fair market appraisal •Pre-Closing obligations•Right of Way dedication along D Street NE (City responsibility)•Relocate power source feeding the emergency traffic signal located on the west side of D Street NE (VRFA responsibility) •Post-Closing obligations •VRFA to grant the City a Water Utility Easement for an existing onsite water utility•VRFA to sign a Stormwater Easement and Maintenance Agreement (SWEMA) with the City for the continued maintenance of onsite stormwater facilities •City and VRFA to execute a lease amendment removing Station 31 from the existing VRFA / City lease agreement•Station 32 (R Street SE), 33 ( 182ndAve E) and 35 (GSA) to remain under lease with the City •Public Hearing set for October 18, 2021 •Voting on the legislation to take place after the Public Hearing Page 119 of 163
Legal DepartmentAUBURNVALUESS E R V I C EENVIRONMENTE C O N O M YC H A R A C T E RSUSTAINABILITYW E L L N E S SC E L E B R AT I O NJOSH ARNDTREAL ESTATE MANAGERJARNDT@AUBURNWA.GOV253.288.4325Page 120 of 163
----------------------------
Resolution No. 5621
September 21, 2021
Page 1 of 3
RESOLUTION NO 5621
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, DECLARING
CERTAIN REAL PROPERTY AS SURPLUS; AND
AUTHORIZING THE MAYOR TO EXECUTE A
CONTRACT FOR THE SALE OF SURPLUS REAL
PROPERTY TO THE VALLEY REGIONAL FIRE
AUTHORITY
WHEREAS, the City owns that certain real property legally described in
Section 1 below, being more commonly referred to as “1101 D Street NE” or
“Station 31”, located in the City of Auburn, County of King, parcel number 745992-
0010; and
WHEREAS, 1101 D Street NE has been used as a fire station since the City
acquired the real property in 1984, first by the Auburn Fire Department and more
recently by the Valley Regional Fire Authority; and
WHEREAS, on January 1, 2007 as a result of a voter-approved measure,
the Auburn Fire Department combined with the Pacific Fire Department and the
City of Algona to form the Valley Regional Fire Authority ; and
WHEREAS, since its inception, Valley Regional Fire Authority has leased
1101 D Street NE from the City for continued use as a fire station; and,
WHEREAS, Valley Regional Fire Authority is interested in purchasing 1101
D Street NE from the City; and
WHEREAS, the Auburn City Council held a public hearing in accordance
with RCW 39.33.020,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Page 121 of 163
----------------------------
Resolution No. 5621
September 21, 2021
Page 2 of 3
Section 1. That the following legally described property is declared
surplus to the City’s needs:
LEGAL DESCRIPTION
LOT 1, RPM-AUBURN, ACCORDING TO THE PLAT THEREOF, RECORDED
IN VOLUME 126 OF PLATS AT PAGES 84 AND 85, RECORDS OF KING
COUNTY, WASHINGTON.
EXCEPT ANY PORTION CONVEYED TO THE CITY OF AUBURN FOR
RIGHT OF WAY PURPOSES.
more commonly referred to by street address 1101 D Street NE, Auburn, WA
98002.
Section 2. The Mayor of the City of Auburn, or the mayor’s designee, is
authorized to execute a contract for the sale of real property to Valley Regional
Fire Authority in substantial conformity with the Agreement attached as Exhibit A.
Section 3. The Mayor is further authorized to implement such
administrative procedures as may be necessary to carry out the directives of this
legislation.
Section 4. This resolution shall be in full force and effect upon passage
and signatures hereon.
Dated and Signed this _____ day of _________________, 2021.
CITY OF AUBURN
________________________________
NANCY BACKUS, MAYOR
Page 122 of 163
----------------------------
Resolution No. 5621
September 21, 2021
Page 3 of 3
ATTEST:
_________________________
Shawn Campbell, MMC, City Clerk
APPROVED AS TO FORM:
_________________________
Kendra Comeau, City Attorney
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