HomeMy WebLinkAboutCAG2019-344 - Original - Axon Enterprise, Inc. - Body Worn Camera Initiative - 06/25/2019 ,00** Agreement Routing Form
KENT For Approvals,Signatures and Records Management
WASHINGTON
This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Originator: Eric Hemmers /,146A,4L,
Department: police
Date Sent. June 19, 2019 Date Required: June 21, 2019
�o
c Authorized Director or Designee Date of
fl. to Sign: ✓ Council
June 18, 2019
aMayor Approval:
Budget 16412258 Grant? Yes ✓❑ No
Account
Number. Type: N/A
Vendor or
Name: AXON Enterprises INC Cate g y: Contract
c
Vendor 41276
Sub-Category
o Number.
a Project
M Name: Body Worn Camera Initiative
0
Project
Details:
c 5 year contract for BWC equipment and cloud storage.
d Basis forE Agreement $1633680.62 y Amount: Selection of Direct Negotiation
L Contractor.
an
a Start Date: July 1, 2019 Termination Date:
June 30, 2024
Notice required prior to Yes No Contract Number: � t
disclosure? G }C�2o1� —
Date Received by City Attorney: Comme nECE IVED
at
c
3
o
cc
N
KENT LAW DEPTn
Date Routed to the Mayor's Office:
0�0 It dc-
d Date Routed o the City Clerk's Offic
Date Sent to Originator: City of KeRt
Office of the Mayor
Visit Documents.KentWA.gov to obtain copies of all agreements
adccW22373_6_19
DocuSign Envelope ID:256DC69E-C11C-4E02-8ACB-C1FF45782BE1
AXONMaster Services and Purchasing Agreement
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware
corporation ("Axon"), and Kent Police Department ("Agency"). This Agreement is effective as of the last signature
date on this Agreement ("Effective Date").Axon and Agency are each a "Party" and collectively"Parties"
This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of Axon Products
and Services as detailed in Quote#Q-208651-43627,959CN (the Quote),which is hereby incorporated by reference.
It is the intent of the parties that this Agreement contains the complete and exclusive statement of the agreement
between the Parties relating to the matters referenced herein and replaces any prior oral or written representations
or communications between the parties. In consideration of this Agreement, the Parties agree as follows:
1 Term. The term of this Agreement shall commence upon the Effective Date and shall continue for a term
of five (5) years, unless terminated earlier as provided in section 15 of this Agreement. The Agency may, at
its option,extend this Agreement for subsequent five(5)year terms, by providing written notice of its intent
to renew at least thirty (30) days prior to the expiration of the current term. Axon services will not be
authorized until a signed Quote or Purchase Order is accepted by Axon, whichever is first.
Axon Evidence Subscription Term: The Axon Evidence subscription begins after shipment of the Axon
body-worn cameras.If Axon ships the body-worn cameras in the first half of the month,the start date is the
1st of the following month. If Axon ships the body-worn cameras in the second half of the month,the start
date is the 15th of the following month. For phased deployments,the start date begins on shipment of the
first phase. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date.
2 Definitions.
"Axon Evidence" means Evidence.com and other software, maintenance, storage, and any product or
service provided by Axon under this Agreement for use with Axon Evidence. This excludes third-party
applications and my.evidence.com.
"Products" means all hardware, software, cloud-based services, and software maintenance releases and
updates provided by Axon under this Agreement.
"Quote" means an offer to sell and is only valid for products and services on the quote at the specified
prices.Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to
prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote.
Shipping dates are estimates only.
"Services" means all services provided by Axon pursuant to this Agreement.
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 Products from multiple locations. All shipments are
FOB Destination via common carrier and title and risk of loss pass to the Agency upon delivery to the
Agency.The Agency is responsible for any shipping charges on the Quote. The Agency may reject Products
that do not match the Products listed in the Quote, are damaged, or non-functional upon receipt by
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providing Axon written notice of rejection within 10 days of shipment. Failure to notify Axon within the 10
day rejection period will be deemed as acceptance of Product.
6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
7 Warranty.
7.1 Hardware Limited Warranty, Axon warrants its law enforcement hardware is free from defects in
workmanship and materials for 1 year from the date of Agency's receipt, except for Signal Sidearm,
which Axon warrants for 30 months from the date of Agency's receipt.Axon warrants its accessories
for 90-days from date of Agency's receipt. Expended conducted energy weapon ("CEW")cartridges
are deemed to have operated properly. Extended warranties run from expiration of the 1-year
hardware limited warranty through the extended warranty term. Non-Axon manufactured products
are not covered by Axon's warranty. Agency should contact the manufacturer for support of non-
Axon manufactured products.
7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured product during the
warranty term, Axon's sole responsibility is to repair or replace the product with the same or like
product, at Axon's option. A replacement product will be new or like new and have the remaining
warranty of the original product or 90 days from the date of repair or replacement, whichever is
longer. When Agency exchanges a product or part, the replacement item becomes Agency's
property and the replaced item becomes Axon's property. For support and warranty service visit
www.axon.ra+rllsut?L)()i-t. Before delivering a product for service,Agency must upload product 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 on the storage media or any part of the product.
7.3 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Product use
instructions; (b) Products used with products not manufactured or recommended by Axon; (c)
abuse, misuse, intentional, or deliberate damage to the Product; (d) force majeure; (e) Products
repaired or modified by persons other than Axon without Axon's written permission; or(f) Products
with a defaced or removed serial number.
7.3.1 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 Product will not
exceed $5,000,000. Neither Party will be liable for direct,special, indirect, incidental,
exemplary, punitive or consequential damages, however caused, whether for breach
of warranty, breach of contract, negligence, strict liability, tort or any other legal
theory.
8 Product Warnings. See www.axon.cam/leg,31 for the most current Axon product warnings.
9 Design Charles.Axon may make design changes to any Axon product or service without notifying Agency
or making the same change to products and services previously purchased by Agency.
10 Insurance.Axon will maintain General Liability,Workers'Compensation,and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
11 Indemnification.Axon will indemnify Agency's officers, directors, and employees ("Agency Indemnitees")
from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a third
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AXON Master Services and Purchasing Agreement
party claim against an Agency Indemnitee resulting from any negligent act, error or omission, or willful
misconduct by Axon under or related to this Agreement, except to the extent of negligent acts, omissions
or willful misconduct by Agency.
12 IP Rights. Axon owns and reserves all right, title, and interest in Axon products and services, related
software, and suggestions to Axon. Axon has and claims proprietary rights in the hardware, firmware,
software, and integration of ancillary materials, knowledge, and designs constituting Axon products and
services.Agency will not directly or indirectly cause any Axon proprietary rights to be violated.
13 IP Indemnification. Axon will indemnify Agency Indemnitees from and against all claims,damages, losses,
liabilities, reasonable costs and expenses arising out of or relating to any third-party claim alleging that use
of Axon Products or services as permitted under this Agreement infringes or misappropriates the intellectual
property rights of a third party. Agency must provide Axon with prompt written notice of such a claim,
tender to Axon the defense or settlement of such a claim at Axon's expense, and cooperate fully with Axon
in the defense or settlement of such a claim.
Axon has no liability to Agency or any third party to the extent any alleged infringement or infringement
claim is based upon: (a) modification of Axon Evidence by Agency or any third party not approved by Axon;
(b) use of Axon Evidence in connection or in combination with hardware or services not approved or
recommended by Axon; (c) use of Axon Evidence other than as permitted under this Agreement; or(d) use
of other than the most current release or version of any software provided by Axon as part of or in
connection with Axon Evidence.
14 Agency Responsibilities. Agency is responsible for (a) its use of Axon Products; (b) breach of this
Agreement or violation of applicable law by Agency or any Agency end user; and (c) a dispute between
Agency and a third party over Agency use of Axon Products.
15 Termination.
15.1 For Convenience. Agency may terminate this Agreement without cause upon thirty (30) days
written notice prior to the effective date of such termination. In the event that the Agency
terminates this Agreement, Axon will issue a refund of any prepaid amounts on a prorated basis
from the date of notice of termination.
15.2 For Breach.A Party may terminate this Agreement for cause if it provides 30 days written notice of
the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency
terminates this Agreement due to Axon's material breach, Axon will refund prepaid amounts on a
prorated basis based on the date of notice of termination.
15.3 By Agency.The Agency is obligated to pay the fees under this Agreement as may lawfully be made
from funds budgeted and appropriated for that purpose during the then current fiscal year. In the
event that sufficient funds will not be appropriated or are not otherwise legally available to pay the
fees required under this Agreement,this Agreement may be terminated by the Agency.The Agency
agrees to deliver notice of termination under this Section at least 90 days prior to the end of the
then current fiscal year.
15.4 For Legal Reasons. For Legal Reasons, by either Party in the event the Agency's use of Axon
products is rendered unlawful or impractical pursuant to applicable state or federal law and after
the exhaustion of all reasonable legal action by the Agency and Axon seeking to overturn the court
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AXONMaster Services and Purchasing Agreement
order or state or federal legislation that rendered the use of the products unlawful or impractical;
provided, Agency shall have no obligation to take action seeking changes to federal or state
legislation or rules. The Agency shall have no obligation to pay Axon a fee for any period when it
is unlawful or impractical to use Axon products, unless a Court places a stay of implementation on
the legal action or new law. The term of the Agreement shall be suspended during the period in
which the Agency is not obligated to pay Axon and such time period shall be added to the term of
the Agreement in the event, through legal action, or legislative action taken within 365 days of the
passage of the original legislation which rendered it unlawful or impractical, it becomes lawful or
practical to use.
For the purposes of this section, "impractical" includes the inability of the Agency to use evidence
obtained through Axon products in court or an instance in which court or legislative action makes
the use of the product and services provided in this Agreement less than cost neutral for the Agency
after taking into consideration the total cost to the Agency of utilizing the services of Axon.
15.5 Effect of Termination. Upon any termination of this Agreement:(a)all Agency rights under this Agreement
immediately terminate, with the following exceptions: Warranty, Evidence.com, Data storage, Product
Warnings, Indemnification, IP Rights, and Agency Responsibilities will continue to apply in accordance with
their terms; (b) the Agency remains responsible for all fees incurred prior to the date of termination. If the
Agency purchases Products for a value less than MSRP and this Agreement is terminated before the end of
the term for a reason other than due to Axon's failure to cure a material breach or default then (a) the
Agency will be invoiced for the remainder of the MSRP for the Products received and not already paid for;
or(b) only in the case of termination for non-appropriations, return the Products to Axon within 30 days of
the date of termination.In general, the MSRP value is paid for products received on a prorated basis for the
duration of the 5-year contract at a rate of approximately 20% per year. If terminating for non-
appropriations, Agency may return Products to Axon within 30 days of termination.
15.6 After Termination.Axon will not delete Agency Content for 90-days following termination. During
these 90-days,Agency may retrieve Agency Content only if Agency has paid all amounts due.There
will be no functionality of Axon Evidence during these 90-days other than the ability to retrieve
Agency Content. The Agency will not incur additional fees if Agency Content is downloaded from
Axon Evidence during this 90-day period.Axon has no obligation to maintain or provide any Agency
Content after this 90-day period and will thereafter, unless legally prohibited, delete all Agency
Content stored in Axon Evidence. Upon request, Axon will provide written proof that Axon
successfully deleted and fully removed all Agency Content from Axon Evidence.
15.7 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 Services, will result in additional fees and Axon will not warrant or guarantee
data integrity or readability in the external system.
16 Confidentialit.Axon recognizes Agency is subject to the requirements of the Washington Public Records
Act (Ch. 42.56 RCW). No information given by Axon to Agency will be of a confidential nature, unless
specifically designated in writing as proprietary and confidential by Axon. However, nothing in this section
shall be construed contrary to the terms of the Public Records Act or similar laws, insofar as they may be
applicable.
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17 General.
17.1 Delays. Axon will use commercially reasonable efforts to deliver Products and services as soon as
practicable. If delivery is interrupted due to causes beyond Axon's control, Axon may delay or
terminate the delivery with reasonable notice.
17.2 Force Majeure. Neither Party will be liable for any delay or failure to perform under this Agreement
due to a cause beyond the Parties' reasonable control, including acts of God, labor disputes,
industrial disturbances, utility failures, earthquake, storms, elements of nature, blockages,
embargoes, riots, acts or orders of government, terrorism, or war.
17.3 Independent Contractors.The Parties are independent contractors. Neither Party has authority to
bind the other. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the Parties.
17.4 Third-Party Beneficiaries.There are no third-party beneficiaries under this Agreement.
17.5 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.
17.6 Export Compliance.Each Party will comply with all import and export control laws and regulations.
17.7 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.
17.8 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
17.9 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.
17.10 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.
17.11 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. Scottsdale,Arizona 85255
Attn: Contracts contracts@axon.com
17800 N.85th Street
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Agency: City, State,Zip
Attn: Email
Street Address
17.12 Entire Agreement. This Agreement, including the Appendices, represent the entire agreement
between the Parties. This Agreement supersedes all prior agreements or understandings, whether
written or verbal, regarding the subject matter of this Agreement. This Agreement may only be
modified or amended in a writing signed by the Parties.
Each representative identified below declares that the representative is authorized to execute this Agreement as of
the date of signature.
Axon Enterprise,Inc.
DocuSigned by,
Signature:
�SDfr1 sco'�q
Name: Rober
Title: VP, Assoc. General Counsel
6/25/2019 1 2:38 PM MST
Date:
Kent Police Department
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Title:,- vt
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AXONMaster Services and Purchasing Agreement
Axon Evidence Terms of Use Appendix
1 Agency Content. "Agency Content" means software, data, text, audio, video, images or any
content Agency end users (a) run on Axon Evidence; (b) cause to interface with Axon Evidence; or
(c) upload to Axon Evidence under Agency account or otherwise transfer, process, use or store in
connection with Agency account.
2 Access Rights. Upon Axon granting Agency an Axon Evidence subscription, Agency may access
and use Axon Evidence to store and manage Agency Content during the Axon Evidence
Subscription Term. Agency may not exceed more end users than the Quote specifies. For Axon
Evidence Lite,Agency may access and use Axon Evidence only to store and mange TASER CEW and
TASER CAM data("TASER Data") during the Axon Evidence Subscription Term.Agency may upload
non-TASER Data to Axon Evidence Light.
3 Agency Owns Agency Content. The Agency controls and owns all right, title, and interest in
Agency Content and Axon obtains no rights to the Agency Content and the Agency Content are
not business records of Axon. The Agency is solely responsible for uploading, sharing, managing,
and deleting Agency Content.Axon will have limited access to Agency Content solely for providing
and supporting Axon Evidence to Agency and Agency end users.
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 (ISP) that includes logical, physical access,
vulnerability, risk,and configuration management;incident monitoring and response;encryption of
uploaded digital evidence; security education; and data protection.
FBI CIS Security Addendum.Axon agrees to the terms and requirements set forth in the Federal
Bureau of Investigation (FBI) Criminal Justice Information Services (CIS) Security Addendum for
the Term of this Agreement.
5 Updates. For Android applications, including Axon View, Device Manager, and Capture, Axon will
use reasonable efforts to support previous version of applications for 45 days. If Agency does not
update their Android application to the most current version within 45 days of release, Axon may
disable the application or force updates to the non-supported application,
6 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this
Agreement; (b) ensuring Agency owns Agency Content; (c) ensuring no Agency Content or Agency
end user's use of Agency Content or Axon Evidence violates this Agreement or applicable laws; and
(d) maintaining necessary computer equipment and Internet connections for use of Axon Evidence.
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 Evidence.
Agency is also responsible for maintaining the security of end user names and passwords and taking
steps to maintain appropriate security and access by end users to Agency Content.Login credentials
are for Agency internal use only and Agency may not sell, transfer, or sublicense them to any other
entity or person. Audit log tracking for video data is an automatic feature of Axon Evidence that
details who accesses Agency Content. Agency may download the audit log at any time. Agency
shall contact Axon immediately if an unauthorized third party may be using Agency's account or
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Agency Content, or if account information is lost or stolen.
7 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled
by a court or administrative body or required by law or regulation. If Axon receives a disclosure
request for Agency Content, Axon will give Agency immediate notice so Agency may file an
objection with the court or administrative body. Agency agrees to allow Axon access to certain
information from Agency to:(a)perform troubleshooting services upon request or as part of regular
diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence;
or(c) perform analytic and diagnostic evaluations of the systems.
8 Storage. For Unlimited Axon Evidence body-worn camera subscriptions, Agency may store
unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an
Axon body-worn camera. Axon may charge additional fees for exceeding purchased storage
amounts. Axon may place Agency Content that Agency has not viewed or accessed for 6 months
into archival storage. Agency Content in archival storage will not have immediate availability and
may take up to 24 hours to access.
9 Location of Data 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 Evidence remains within the
United States.Ownership of Agency Content remains with Agency.
10 Suspension.Axon may suspend Agency's or any end user's right to access or use any portion or all
of Axon Evidence immediately upon notice, if:
10.1. The Termination provisions of this Agreement apply;or
10.2. Agency or end user's use of or registration for Axon Evidence may (a) pose a security risk
to Axon Evidence or any third party; (b) adversely impact Axon Evidence, the systems, or
content of any other customer; (c) subject Axon, Axon's affiliates, or any third party to
liability;or(d) be fraudulent.
10.3. Axon will not delete Agency Content because of suspension, except as specified in this
Agreement.
it Axon Evidence Warranty. Axon warrants that the Evidence.com Services will not infringe or
misappropriate any patent, copyright, trademark, or trade secret rights of any third party. Axon
disclaims any warranties or responsibility for data corruption or errors before Agency uploads data
to Axon Evidence.
12 Axon Evidence Restrictions.All Axon Evidence subscriptions will immediately terminate if Agency
does not comply with any term of this Agreement. Agency and Agency end users (including
employees,contractors,agents,officers,volunteers,and directors), may not,or may not attempt to:
12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Evidence;
12.2. reverse engineer, disassemble,or decompile Axon Evidence or apply any process to derive
any source code included in Axon Evidence, or allow others to do the same;
12.3. access or use Axon Evidence with the intent to gain unauthorized access, avoid incurring
fees or exceeding usage limits or quotas;
12.4. use trade secret information contained in Axon Evidence, except as expressly permitted in
this Agreement;
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12.5. access Axon Evidence to build a competitive product or service or copy any features,
functions, or graphics of Axon Evidence;
12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices)of Axon's or Axon's licensors on or within Axon Evidence;
or
12.7. use Axon Evidence to store or transmit infringing, libelous, or other unlawful or tortious
material; to store or transmit material in violation of third party privacy rights; or to store
or transmit malicious code.
13 U.S.Government Rights.If Agency is a U.S. Federal department or using Axon Evidence on behalf
of U.S. Federal department, Axon Evidence 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 Evidence 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 Evidence.
14 Survival.Upon any termination of this Agreement,the following sections will survive: Agency Owns
Agency Content, Storage, Axon Evidence Warranty, and Axon Evidence Restrictions.
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Professional Services Appendix
1 Utilization of Services.Agency must use pre-paid 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 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, additional days are$2,500 per day. BWC Full Service options include:
System set up and configuration
• Setup Axon View on smart phones (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 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 establishment of video policy and system operations best practices
based on Axon's observations with other agencies
• Discuss importance of entering metadata in the field for organization purposes and other best
practice for digital data management
Provide referrals of other agencies using the Axon camera products and 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 sett ln_gs 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 contracted 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
I olicies. and categories& roles guide
Post o Irve review
3 Body-Worn Camera 1-Day Service (BWC 1-Day). BWC 1-Day includes 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,
additional on-site assistance is $2,500 per day. The BWC 1-Day options include:
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System set up and configuration (Remote Support)
• Setup Axon Mobile on smart phones (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 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
1-Day Service Package, except one day of on-site services.
5 CEW Services Packages.CEW Services Package 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 1-Day Service Package:Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the Product rollout (Project
Manager).Ideally, Project Manager will be assigned to Agency 4-6 weeks prior to rollout
Best practice implementation planning session to:
Provide considerations for establishment of CEW policy and system operations best practices
based on Axon's observations with other agencies
Discuss importance of entering metadata and best practices for digital data management
• Provide referrals to other agencies using TASER CEW Products and Axon Evidence
• For the CEW Full Service Package: On-site assistance included
• For the CEW 1-Day Service 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 with the goal of educating instructors who can support
Agency's subsequent Axon Evidence training needs.
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• For the CEW Full Service Package:Training for up to 3 individuals at Agency
• For the CEW 1-Day Service Package: Training for up to 1 individual at Agency
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 1-Day Service 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 Aclency is replacing with newer Smart__W_eapon 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
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.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
CFunctional testing of Signal Sidearm device
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).
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.
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11 Site Preparation. Axon will provide one copy of current user documentation for the Products in
paper or electronic form ("Product User Documentation"). Product User Documentation will
include all required environmental specifications in order for the professional services and related
Products to operate in accordance with Product User Documentation. Prior to the installation of
Product (whether performed by Agency or Axon), Agency must prepare the location(s) where the
Products are to be installed ("Installation Site") in accordance with the environmental
specifications in Product User Documentation. Following install, Agency must maintain the
Installation Site in accordance with the environmental specifications.If Axon modifies Product User
Documentation for any Products under this Agreement, Axon will provide the update to Agency
when Axon generally releases it,
12 Acceptance.When Axon completes the professional services,Axon will present an acceptance form
("Acceptance Form")to Agency.Agency will sign the Acceptance Form acknowledging completion
of professional services. 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 will re-present the Acceptance Form for approval and signature.If Axon
does not receive the signed Acceptance Form or written notification of the reasons for rejection of
within 7 calendar days of delivery of the Acceptance Form,Agency will be deemed 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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Master Services and Purchasing Agreement
Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
1 Term.TAP begins after shipment of the hardware covered under TAP.If Axon ships hardware in the
first half of the month, TAP starts the 1st of the following month. If Axon ships hardware in the
second half of the month, TAP starts the 15th of the following month. ("TAP Term").
2 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
3 mare Product.Axon will provide Agency a predetermined number of spare Products for hardware
items and accessories listed in the Quote ("Spare Products"). Spare Products will replace broken
or non-functioning units. If Agency utilizes a Spare Product, Agency must return to Axon, through
Axon's warranty return process, any broken or non-functioning units. Axon will repair the non-
functioning unit or replace with a replacement Product. Upon termination,Axon will invoice Agency
the MSRP then in effect for all Spare Products provided under TAP. If Agency returns the Spare
Products to Axon within 30 days of the Spare Product invoice date, Axon will issue a credit and
apply it against the Spare Product invoice.
4 Officer Safety Plan Standard. The Officer Safety Plan Standard ("OSP Standard") includes Axon
Evidence Unlimited, TAP for Axon body-worn camera and Axon Dock, one TASER X2 or X26P CEW
with a 4-year extended warranty, one CEW battery, and one CEW holster. Agency must purchase
OSP for 5 years("OSP Term").At any time during the OSP Term,Agency may choose to receive the
X2 or X26P CEW, battery and holster by providing a $0 purchase order.
5 Officer Safety Plan 7. Both the Officer Safety Plan 7 ("OSP 7") and Officer Safety Plan 7 Plus ("OSP
7 Plus") include Axon Evidence Unlimited, TAP for Axon body-worn camera and Axon Dock, one
TASER 7 Certification Plan, Axon Records, and Axon Aware. OSP 7 Plus also includes Axon Aware
Plus, Signal Sidearm,Auto-Tagging,Axon Performance, Axon Redaction Assistant,and Axon Citizen
for Communities. Both OSP 7 offerings are subject to additional terms for services in their bundle.
Agency must purchase an OSP 7 subscription for every TASER 7 CEW user. Agency must accept
delivery of TASER 7 CEW and accessories as soon as available from Axon. Agency acknowledges
some offerings in the OSP 7 bundles may not be generally available at the time of Agency's OSP 7
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 OSP 7 bundle.
6 OSP 7 Term. OSP 7 bundles begin after Axon ships the first Axon Body 3 or TASER 7 device to
Agency.If Axon ships in the first half of the month, the start date is the 1st of the following month.
If Axon ships in the second half of the month,the start date is the 15th of the following month. For
phased deployments, each phase has its own start date and end date based on the first shipment
of that phase, in accordance with the above. Each OSP 7 will run 5 years from the OSP 7 start date
("OSP 7 Term"),
7 TAP Body-Worn Upgrade. If Agency purchased 3 years of Axon Evidence Unlimited or TAP as a
standalone and makes all payments, Axon will provide Agency a new Axon body-worn camera 3
years after TAP starts ("Body-Worn Upgrade"). If Agency purchases 5 years of Axon Evidence
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reement
Unlimited, an OSP, or TAP as a standalone and makes all payments, Axon will provide Agency a
Body-Worn Upgrade 2.5 and 5 years after TAP starts. Axon may ship the Body-Worn Upgrade at
year 2.5 without prior confirmation from Agency unless the Parties agree in writing otherwise at
least 90 days in advance.In year 5,Axon may ship the Body-Worn Upgrade 60 days before the end
of the TAP Term without prior confirmation from Agency.
7.1. TAP as a Stand-alone.If Agency purchased TAP as a standalone,Axon will provide a Body-
Worn Upgrade that is the same or like product,at Axon's option.Axon makes no guarantee
the Body-Worn Upgrade will utilize the same accessories or Axon Dock.If Agency wants to
change product models for the Body-Worn Upgrade,Agency must pay the price difference
between the MSRP of the offered Body-Worn Upgrade and the MSRP of the model Agency
is acquiring.The MSRP will be the MSRP in effect at the time of the upgrade. Axon will not
provide a refund if the MSRP of the new model is less than the MSRP of the offered Body-
Worn Upgrade.
7.2. OSP or Unlimited TAP. If Agency purchased Axon Evidence Unlimited or an OSP, Agency
may choose a new on-officer video camera of Agency's choice.
8 TAP Dock Upgrade, If Agency purchased TAP for Axon Dock, Axon Evidence Unlimited, or an OSP,
Axon will upgrade the Axon Dock with a new Axon Dock("Dock Upgrade").If Agency purchased 3
years of Dock TAP,Axon will provide the Dock Upgrade 3 years after TAP starts.If Agency purchased
5 years of Dock TAP, Axon will provide a Dock Upgrade 2.5 and 5 years after TAP starts. The Dock
Upgrade at year 2.5 will only include a new Axon Dock bay configuration unless a new Axon Dock
core is required for body camera compatibility.
Axon may ship the Dock Upgrade at year 2.5 without prior confirmation from Agency unless the
Parties agree in writing otherwise at least 90 days in advance. In year 5, Axon may ship the Dock
Upgrade 60 days before the end of the TAP Term without prior confirmation from Agency.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 product, at Axon's option.If Agency originally purchased a multi-bay
Axon Dock,the Dock Upgrade will be a multi-bay Axon Dock model that is the same or like product,
at Axon's option.
If Agency would like to change product models for the Dock Upgrade or change the number of
bays, Agency must pay the price difference between the MSRP for the offered Dock Upgrade and
the MSRP for the model desired. The MSRP will be the MSRP in effect at the time of the upgrade.
Axon will not provide a refund if the MSRP of the new model is less than the MSRP of the offered
Dock Upgrade.
9 Return of Original Product.If Axon provides a warranty replacement 6 months before the date of
a Body-Worn Upgrade or Dock Upgrade, that replacement is the upgrade. Within 30 days of
receiving a Body-Worn or Dock Upgrade, Agency must return the original Products to Axon or
destroy the Products and provide a certificate of destruction to Axon including serial numbers for
the destroyed Products.If Agency does not return or destroy the Products, Axon will deactivate the
serial numbers for the Products received by Agency.
10 Termination. If Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due,
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re ement
Axon may terminate TAP or OSP, Once TAP or OSP terminates for any reason:
10.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be
given.Axon will not provide the free upgrades.
10.2. Agency make any missed payments due to the termination before Agency may purchase
any future TAP or OSP.
10.3. If any OSP terminates before the end of the OSP term,for a reason other than due to Axon's
failure to cure a material breach or default then (a) the Agency will be invoiced for the
remainder of the MSRP for the Products received and not already paid for, or (b) only in
the case of termination for non-appropriations, return the Products to Axon within 30 days
of the date of termination. In general, the MSRP value is paid for products received on a
prorated basis for the duration of the 5-year contract at a rate of approximately 20% per
year.
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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. Term, If Agency purchases TASER 7 as part of OSP 7 or OSP 7 Plus, the start date for TASER 7 is the
OSP 7 Term start date. Otherwise, the start date is based on initial shipment of TASER 7 hardware
("TASER 7 Start Date"). If Axon ships TASER 7 hardware in the first half of the month, the TASER 7
Start Date is the 1st of the following month. If Axon ships TASER 7 hardware in the last half of the
month, the TASER 7 Start Date is the 15th of the following month. The TASER 7 term will end upon
completion of the associated TASER 7 subscription in the Quote("TASER 7 Term").If the Quote has
multiple TASER 7 ship dates,each shipment will have its own 60-month term,starting on the shipment
of TASER 7 as described above.
2. Unlimited Duty Cartridge Plan. If the Quote includes "Unlimited Duty Cartridge Plan", Agency
must purchase an Unlimited Duty Cartridge Plan for each CEW user.A CEW user includes officers that
use a CEW in the line of duty, and ones that only use a CEW for training. Agency may not resell
cartridges received under any TASER 7 plan.Axon will only replace cartridges used in the line of duty.
3. Training. If the Quote includes a training voucher, Agency must use the voucher within 1 year of
Issuance, or the voucher will be void. During the TASER 7 Term, Axon will issue Agency a voucher
annually beginning on the TASER 7 Start Date. The voucher has no cash value. Agency cannot
exchange it for another product or service. If the Quote includes Axon Online Training or Virtual
Reality Content (collectively, "Training Content"), Agency may access Training Content during the
TASER 7 Term. Axon will deliver all Training Content electronically. Unless stated in the Quote, the
voucher does not include travel expenses and will be Agency's responsibility.
4. Extended Warranty. If the Quote includes a TASER 7 plan (TASER 7 Basic - Upfront Plus
Subscription, TASER 7 Basic - Subscription, or TASER 7 Certification), extended warranty
coverage is included for the TASER CEW, dock and core, and rechargeable battery as described in the
Hardware Limited Warranty.TASER 7 plans extended warranty coverage begins on the TASER 7 Start
Date and continues for the TASER 7 Term.If the Quote does not include a TASER 7 plan, Agency may
purchase extended warranties to provide coverage.
S. Spare Products. Axon may provide Agency a fixed number of spares for TASER 7 hardware in the
Quote ("Spare Products"). Spare Products will replace non-functioning units.If Agency uses a Spare
Product, Agency must return non-functioning units to Axon, and Axon will repair or replace the non-
functioning unit. If Agency does not return Spare Products to Axon within 30 days of termination of
this Agreement,Axon will invoice Agency the MSRP then in effect for all unreturned Spare Products,
6. Trade-In. If a trade-in discount is on the Quote,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 discount. Agency may not
destroy Trade-In Units and receive a trade-in discount.
Agency Size Days to Return from TASER 7 Start Date
Less than 100 officers 30 days
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100 to 499 officers 90 days
500+ officers 180 days
7. 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:
7.1. TASER 7 extended warranties and access to Training Content will terminate. No refunds will be
given.
7.2. 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.
7.3. 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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TASER 7 Axon Evidence Terms of Use Appendix
1 Subscription Term. The TASER 7 Axon Evidence Subscription Term begins on the TASER 7 or OSP
7 Start Date.
2 TASER 7 Agency Content. "TASER 7 Agency Content" means software, data, text, audio, video,
images or other content any of Agency's end users (a) run on Axon Evidence; (b) cause to interface
with Axon Evidence; or (c) upload to Axon Evidence under Agency account or otherwise transfer,
process, use or store in connection with Agency account.
3 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 Axon Evidence 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.
4 Agency Owns TASER 7 Agency Content. Agency controls and owns all right,title, and interest in
and to TASER 7 Agency Content and except as otherwise outlined herein, Axon obtains no interest
in Agency Content, and Agency Content are not business records of Axon. Agency is solely
responsible for the uploading, sharing, withdrawal, management and deletion of TASER 7 Agency
Content. Axon will have limited access to TASER 7 Agency Content solely for providing and
supporting Axon Evidence to Agency and Agency end users.
5 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. Agency acknowledges and agrees that Axon may access Agency
Content in order to: (a) perform troubleshooting services upon request or as part of Axon's
maintenance or diagnostic screenings;(b)enforce this Agreement or policies governing use of Axon
Evidence Services; (c) generate aggregated data, excluding information that can be used to
distinguish or trace an individual's identity, either alone or when combined with other personal or
identifying information that is linked or linkable to a specific individual (collectively, "PU"), to
improve, analyze, support, and operate Axon's current and future products and services.
6 Axon Evidence Terms of Use Appendix. To the extent not in conflict with the terms in this
Appendix,all terms in the Axon Evidence Terms of Use Appendix also apply to use of TASER 7 with
Axon Evidence.
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Axon Auto-Tagging Appendix
1 Scone. Axon Auto-Tagging consists of development of an integration 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. Agency must purchase
Axon Auto-Tagging for every Axon Evidence user in Agency, even if the user does not have an Axon
body camera.
2 Support. 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 to Services. 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 Aar Responsibilities.Axon's performance of Auto-Tagging Services requires Agency:
4.1. Making available relevant systems,including Agency's current CAD or RMS,for assessment
by Axon (including remote access if possible);
4.2. Making required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to Axon's performance of Auto-Tagging Services;
4.3. Providing access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions,and allowing Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;
4.4. Providing all infrastructure and software information (TCP/IP addresses, node names,
network configuration) necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly installing and implementing any and all software updates provided by Axon;
4.6. Ensuring that all appropriate data backups are performed;
4.7. Providing assistance, participation, and approvals in testing Auto-Tagging Services;
4.8. Providing Axon with remote access to Agency's Axon Evidence account when required;
4.9. Notifying Axon of any network or machine maintenance that may impact the performance
of the integration module at Agency; and
4.10. Ensuring reasonable availability of knowledgeable staff and personnel to provide timely,
accurate,complete, and up-to-date documentation and information to Axon.
5 Access tQS sty ems. 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 Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus. Axon Aware Plus also
includes Axon Aware,
1 Axon Aware Subscription Term. If Agency purchases Axon Aware as part of a bundled offering,
the Axon Aware subscription begins on the later of: (1) the start date of that bundled offering, or
(2) the date Axon provisions Axon Aware to Agency.
If Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of:
(1) the date Axon provisions Axon Aware to Agency, or(2) the first day of the month following the
Effective Date.
The Axon Aware subscription term will end upon the completion of the Axon Evidence Subscription
associated with Axon Aware.
2 LTE Requirements. Axon Aware 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' consent.
3 Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware, or
for bundles that include Axon Aware, Axon will end LTE service,
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AXONMaster Services and Purchasing Agreement s g
Axon Records Appendix
1 Axon Records Subscription Term.If Agency purchases Axon Records as part of a bundled offering,
the Axon Records subscription begins on the later of: (1)the start date of that bundled offering, or
(2) the date Axon provisions Axon Records to Agency.
If Agency purchases Axon Records as a standalone, the Axon Records subscription begins the later
of(1)the date Axon provisions Axon Records to Agency or(2)the first day of the month following
the Effective Date.
The Axon Records subscription term will end upon the completion of the Axon Records subscription
as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon completion of the
OSP 7 Term ("Axon Records Subscription").
2 Agency Records Content. "Agency Records Content" means software, data, text, audio, video,
images or any content Agency end users (a) run on Axon Records (b) cause to interface with Axon
Records, or (c) upload to Axon Records under Agency account or otherwise transfer, process, use
or store in connection with Agency account.
3 Access Rights. Upon Axon granting Agency an Axon Records subscription,Agency may access and
use Axon Records to store and manage Agency Records Content during the Records Subscription
Term.Agency may not exceed the number of end users than the Quote specifies.
4 Axon Records Core. Axon Records Core includes the following applications: Report Writer, NIBRS
Incident Reporting, Axon Evidence Integration, Case Management, Civil & Protection Orders (early
2020), Physical Property, Information Exchange Access, APIs.Additional applications, as well as any
Axon services needed to configure Axon Records, are not included in the Axon Records Core fee or
any bundle that includes Axon Records Core.
5 Agency Owns Agency Records Content.Agency controls and owns all right, title, and interest in
Agency Records Content. Except as outlined herein, Axon obtains no interest in Agency Records
Content, and Agency Records Content are not business records of Axon. Agency is solely
responsible for uploading,sharing,managing,and deleting Agency Records Content.Axon will have
limited access to Agency Records Content solely for providing and supporting Axon Records to
Agency and Agency end users.
6 Security. Axon will implement commercially reasonable and appropriate measures to secure
Agency Records Content against accidental or unlawful loss,access or disclosure.Axon will maintain
a comprehensive information security program including logical, physical access, vulnerability, risk,
and configuration management; incident monitoring and response; encryption of uploaded digital
records;security education;and data protection.Axon agrees to the Federal Bureau of Investigation
Criminal Justice Information Services Security Addendum.
7 Agency Responsibilities. Agency is responsible for (a) ensuring Agency users comply with this
Agreement; (b) ensuring Agency owns Agency Records Content and no Agency Records Content
or Agency end user's use of Agency Records Content or Axon Records violates this Agreement or
applicable laws; and (c) maintaining necessary computer equipment and Internet connections for
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AXONMaster Services and Purchasing Agreement
reement
use of Axon Records, 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 Records.
Agency is also responsible for maintaining the security of end user names and passwords and taking
steps to maintain appropriate security and access by end users to Agency Records Content. Login
credentials are for Agency internal use only and Agency may not sell, transfer, or sublicense them
to any other entity or person. Audit log tracking for video data is an automatic feature of Axon
Records that details who accesses Agency Records Content. Agency may download the audit log
at any time. Agency shall contact Axon immediately if an unauthorized third party may be using
Agency's account or Agency Records Content or if account information is lost or stolen.
8 Privacy. Axon will not disclose Agency Records Content or information about Agency except as
compelled by a court or administrative body or required by law or regulation. If Axon receives a
disclosure request for Agency Records Content, Axon will give Agency notice so Agency may file
an objection with the court or administrative body. Agency agrees to allow Axon access to certain
information from Agency to:(a)perform troubleshooting services upon request or as part of regular
diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Records; or
(c) perform analytic and diagnostic evaluations of the systems.
Agency hereby grants Axon an irrevocable, worldwide, royalty-free license to use Agency Content
to enable Axon to create derivative works of 'scrubbed' Agency Content (collectively, "Derivative
Data"). Axon may use Derivative Data to provide services to Agency, or to operate, maintain,
improve, or create new products and services. Notwithstanding the foregoing and except as
provided in this Agreement, Axon shall not disclose Agency Content or Derivative Data containing
PII to any third party, and it will exercise commercially reasonable efforts to limit PII in Derivative
Data, including, without limitation, encrypting Derivative Data in transit and stripping PII from
metadata.
9 Location of Data Storage. Axon may transfer Agency Records Content to third party
subcontractors for storage.Axon will determine the locations of data centers where Agency Records
Content will be stored. For United States agencies, Axon will ensure all Agency Records Content
stored in Axon Records remains within the United States. Ownership of Agency Records Content
remains with Agency.
10 Suspension.Axon may suspend Agency's or any end user's right to access or use any portion or all
of Axon Records immediately upon notice, if:
10.1. The Termination provisions of this Agreement apply; or
10.2. Agency or end user's use of or registration for Axon Records may(a) pose a security risk to
Axon Evidence or any third party, (b) adversely impact Axon Records, 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 and charges incurred through suspension. Axon will not
delete Agency Records Content because of suspension, except as specified in this Agreement.
11 Axon Records Warranty. Axon disclaims any warranties or responsibility for data corruption or
errors before Agency uploads data to Axon Records.
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AXON
Master Services and Purchasing Agreement
12 Axon Records Restrictions. All Axon Records subscriptions will immediately terminate if Agency
does not comply with any term of this Agreement. Agency and Agency end users (including
employees, contractors, agents,officers, volunteers, and directors), may not, or may not attempt to:
12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Records;
12.2. reverse engineer, disassemble, or decompile Axon Records or apply any other process to
derive any source code included in Axon Records, or allow any others to do the same;
12.3. access or use Axon Records with the intent to gain unauthorized access, avoid incurring
fees or exceeding usage limits or quotas;
12.4. use trade secret information contained in Axon Records, except as expressly permitted in
this Agreement;
12.5. access Axon Records to build a competitive product or service or copy any features,
functions, or graphics of Axon Records;
12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Records;
or
12.7. use Axon Records to store or transmit infringing, libelous,or otherwise unlawful or tortious
material, to store or transmit material in violation of third party privacy rights, or to store
or transmit malicious code.
13 After Termination. Axon will not delete Agency Records Content for 90-days following
termination. During these 90-days, Agency may retrieve Agency Records Content only if Agency
has paid all amounts due.There will be no functionality of Axon Records during these 90-days other
than the ability to retrieve Agency Records Content, Agency will not incur additional fees if Agency
downloads Agency Records Content from Axon Records during this time. Axon has no obligation
to maintain or provide any Agency Records Content after these 90-days and will thereafter, unless
legally prohibited, delete all Agency Records Content stored in Axon Records. Upon request, Axon
will provide written proof that Axon successfully deleted and fully removed all Agency Records
Content from Axon Records,
14 Post-Termination Assistance. Axon will provide Agency with the same post-termination data
retrieval assistance that Axon generally makes available to all customers. Requests for Axon to
provide additional assistance in downloading or transferring Agency Records Content, including
requests for Axon's Data Egress Services, will result in additional fees and Axon will not warrant or
guarantee data integrity or readability in the external system.
15 U.S. Government Rights.If Agency is a U.S. Federal department or using Axon Records on behalf
of U.S. Federal department, Axon Records 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 Records 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 Records.
16 Survival. Upon any termination of this Agreement,the following sections will survive: Agency Owns
Agency Records Content, Storage, Axon Records Warranty, and Axon Records Restrictions.
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STATEMENT OF WORK DOCUMENT
Axon Channel Services
Created For: Kent Police Department
Sold By: Chris Neubeck
Designed By: Jason South
Deployed Axon PSO
By:
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MIGRATION OVERVIEW
CUSTOMER NAME
Kent Police Deparment
SUM Addrow Cay.
220 41"Avenue South Kent
STATE or country zip COM
WA 98032
AGENCY CONTACT(NAME). AGENCY CONTACT EMAILM"ONEaf.
AGENCY AXON GEMS. AXON EVIDENCE URt
Evidence.com
Channel Services Summary
Sin
Total Data
Customer.Data Source • VerIPic
Data Types Multiple,including proprietary/non-standard coders
Details Axon will perform the migration of data remotely In accordance with Statement of Work below.
CHANNEL SERVICE DETAILS
The following sections detail the channel services to be provided
Data Details
Total Data 2.5 Terabytes of digital data will be imported in Axon Evidence
Evidence Audit Trails 0 Will be ingested from VeriPic database
ustomer will work with Axon to mutually determine and agree on appropriate Axon
Evidence fields to map this metadata. This can be described in the metadata mapping matrix.
Metadata
NOM
Service
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Axon will facilitate the one-time migration of evidence data indicated in the data details
Channel Service section of this document to customer's Axon Evidence instance for storage and
management. Playback of assets migrated is not necessarily supported in Axon Evidence,
this can be verified prior to initiation of services by ingesting a sample of each file type into
Axon Evidence.
An Axon Field Engineer(AFE)will develop the migration software, The AFE will remotely
install and run the software on customer's network to facilitate the migration directly to
your Axon Evidence instance. Evidence will be encrypted during transfer and securely
hashed to verify completion and authenticity of migrated evidence.
At the completion of the channel services,Axon will notify customer and provide verification
reports. These reports include hash comparisons for authenticating the data migrated.
When customer has verified migration of all requested data,customer may uninstall
migration software and delete the legacy data in accordance with your policies.
Prior to the start of the project:
Preliminary Work
■ Customer will cease ingestion of new data into legacy system.
• Customer must facilitate an export of assets from legacy system back to their
original format(i.e. .jpg).
• Customer will create a backup of this database. Database copy must have a
matching name to map it to the exported assets(i.e.filename)
• Customer will create API clients via Axon Evidence administrative interface with
documentation and support from Axon Project Manager
■ Customer will create or designate sample files to test the migration tool. Sample
files should be from the same source as evidence being migrated.
• Customer will securely share API client outputs,database copy,and sample files via
an access controlled Sharepoint folder,OneDrive folder,or a customer provided
tool.
Access to the database is solely for the purposes of the Axon Field engineer to
review the data structure,develop,and test the migration software.
NOTE:Customer may also provide secure network access through a Zoom
meeting or customer provided VPN to the copy of the database and the sample
Iles. Axon Field Engineer will remote in to the sample environment for the
development and testing of the migration software.
n Axon Field Engineer(AFE)will develop and test migration software using the provided
database copy and sample files. Customer resource shall be made reasonably available
throughout development to support navigation of legacy database and validation of the
Axon Evidence fields to map metadata.
Upon completion of development Axon Project Manager will schedule a call with customer
Testing and Validation stakeholders. Axon will demonstrate a migration into test Axon Evidence instance.
Customer will sign off that the required metadata fields are present and match up to
.. mutually agreed Axon Evidence fields.
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Upon completion and validation of the software,customer will provide admin credentials to
he legacy database copy. This can be done by creating a user in the legacy system with
administrative rights with the below credentials,
Username:MigrationServices
Transfer facilitation Method Password:AxonMigrationI
When admin credentials are provided,customer will provide AFE network access to install
and run the migration software. Remote access can be provided through a Zoom meeting or
customer provided VPN.
n AFE will access customer network to install and run the migration software.This will run
n customer network directly to your Axon Evidence instance. Evidence will be encrypted
wring transfer and securely hashed to verify completion and authenticity of migrated
evidence.
During migration,Axon's Field engineer will periodically access customer network to check
he migration status and verify its operation.Axon Field Engineer will review failure logs to
identify and rectify any issues and retry to migrate any failures.At the completion of the
migration any unresolved failures will be provided in a report to the customer.
Technical Resources
Customer will provide access to a modern Windows server on customer network as
Hardware Specifications detailed in the server specifications document in Appendix 1.
API requests require HTTPS port 443, network IP should be whitelisted in customer Axon
Connectivity Specifications Evidence account. Migration speed is dependent on bandwidth availability at customer
site.
Customer will ensure reasonable availability by phone or email of knowledgeable staff and
Availability personnel,system administrators,and operators to provide timely,accurate,complete,
and up-to-date documentation and information to Axon including but not limited to
explanation and verification of metadata mapping and facilitating network access.
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Agreement
Axon will assign a Project Manager that will provide the expertise to execute a successful
Project Management migration.The Project Manager will have knowledge and experience with all phases of the
project management lifecycle and service being implemented.
He/she will work closely with the customer's project manager and project team members
and will be responsible for completing the tasks required to meet all contract deliverables
on time and on budget.
At the completion of the migration,Axon will notify customer,provide verification
Acceptance reports,and an acceptance form. Upon receipt of notification,customer is responsible for
reviewing provided reports and Axon Evidence auditing tools to verify that the scope of the
project has been completed including but not limited to the migration and hash
verification of all requested of data,metadata,and audit trails.Acceptance forms must be
accepted or rejected within ten business days of receipt or acceptance is automatically
verified.
Data Ownership
1.All digital evidence stored on Axon's Axon Evidence is owned by the customer.Our
Data Ownership contracts are constructed to ensure that you retain all ownership of your data.Should the
agreement be terminated,Axon will provide access for the Agency to securely migrate its
own data or offer a service for Axon to migrate the data on behalf of the Agency.
2.All digital evidence stored on the Axon Evidence platform is owned by the agency and
can be exported at any time.This process can be facilitated in a number of ways including
he bulk export feature. If your agency wishes to extract all data stored in the application,
data is exported in the format it was recorded(MP4 for Axon captured files).The simplest
method for data/metadata return is via system APIs.Axon's API manual will be made
available upon request,which details steps for developers to follow for this contingency.
This would facilitate the return of data with minimal cost and high efficiency.
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Axon Enterprise Inc.
By signing this Statement of Work,you are agreeing to the items set forth in this document and Axon's Master Services&Purchasing Agreement
and Channel Services Appendix.You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an
entity,such as the company,municipality,or government agency you work for,you represent to Axon that you have legal authority to bind that
entity.If you do not have this authority,do not sign Statement of Work.
Changes to the scope of this SOW must be documented and agreed upon by the Parties in a change order.If the changes cause an increase or
decrease in any charges or cause a scheduling change from that originally agreed upon,an equitable adjustment in the charges or schedule will be
agreed upon by the Parties and included in the change order,signed by both Parties.
D)�--
Signature: Date:
Name(Print): 1Ji� �,a—)A1
Title: A a I lor
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Appendix 1
System Requirements and Firewall Permissions
Customer will provide access to a modern Windows server to install and run migration tool.
• Server should be running on customer network
■ Server should have connection to the legacy database
• Server should have connection to file repository(s)
Server Hardware Requirements
Minimum Recommended
Processor 1x Quad-Core Intel Xeon E3 2x Quad-Core Intel Xeon E5
(1.7 GHz) (2.66 GHz)
Memory 32 RAM GB 64 GB RAM
Internal Drive 500 GB HDD 500 GB SSD
Network 10/100 Ethernet Gigabit Ethernet
Operating Windows Server 2008 R2 Windows Server 2012 R2
System
DB Server
Depending on the configuration and location of the legacy DB server, file repository, and customer's firewall, some
special configuration might be required to ensure communication with the server where the migration application is
running.
Ports
The following ports should be opened:
Outbound HTTPS 443
Outbound 53
[Outbound 1 80
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