HomeMy WebLinkAboutresolution.council.105-19 RESOLUTION # 105
(Series of 2019)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND AXON
ENTERPRISE, INC OF SCOTTSDALE, AZ.
WHEREAS, there has been submitted to the City Council a contract for Body Worn
Camera and Evidence.com equipment and services, a contract between the City of Aspen and
Axon Enterprise Inc., of Scottsdale, AZ, a true and accurate copy of which is attached hereto as
Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves Resolution # 105 adopting the
contract for Body Worn Camera and Evidence.com equipment and services, a contract between
the City of Aspen and Axon Enterprise Inc., of Scottsdale, AZ, a copy of which is annexed
hereto and incorporated herein, and does hereby authorize the City Manager, Sara Ott, to execute
said agreement on behalf of the Aspen/Pitkin County Housing Authority and the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the� day of 2019.
7Fff- ww�
Torre, Mayor
I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a
true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held, DCS 2019.
i
Linda Manning, City lerk
DocuSign Envelope ID: ID2BEC87-20E7-4023-9487-8F40365F63B6
CITY OF ASPEN STANDARD FORM OF AGREEMENT CI YOFASPEN
SUPPLY PROCUREMENT
City of Aspen Project No.: 2019-095.
AGREEMENT made as of 30`I'day of August, in the year 2019.
BETWEEN the City:
Contract Amount:
The city of Aspen
c/o Aspen Police Department
130 South Galena Street Total: $191,391.50
Aspen,Colorado 81611
Phone: (970)920-5055
If this Agreement requires the City to pay
And the Vendor: an amount of money in excess of
$50,000.00 it shall not be deemed valid
Axon Enterprise Inc until it has been approved by the City
c/o Council of the City of Aspen.
17800 N. 8501 Street City Council Approval:
Scottsdale, AZ 85255
800-978-2737 Date:
Resolution No.:
Summary Description of Items to be Purchased:
Axon Body 3 Body Cameras, Storage, Warranty,
Exhibits appended and made a part of this Agreement:
Exhibit A: List of supplies, equipment, or materials to be purchased.
DocuSign Envelope ID: lD2BEC87-20E7-4023-9487-8F40365F63B6
The City and Vendor agree as set forth below.
1. Purchase. Vendor agrees to sell and City agrees to purchase the items on Exhibit A
appended hereto and by this reference incorporated herein as if fully set forth here for the sum
set forth hereinabove.
2. Delivery. (FOB 506 E. Main Street. Ste 102, Aspen, Colorado 81611)
[Delivery Address]
3. Contract Documents. This Agreement shall include all Contract Documents as the
same are listed in the Invitation to Bid and said Contract Document are hereby made a part of
this Agreement as if fully set out at length herein.
4. Warranties. Five year Technology Assurance Plan Warranty AB3.
5. Successors and Assigns. This Agreement and all of the covenants hereof shall inure
to the benefit of and be binding upon the City and the Vendor respectively and their agents,
representatives, employee, successors, assigns and legal representatives. Neither the City nor the
Vendor shall have the right to assign, transfer or sublet its interest or obligations hereunder
without the written consent of the other party.
6. Third Parties. This Agreement does not and shall not be deemed or construed to
confer upon or grant to any third party or parties, except to parties to whom Vendor or City may
assign this Agreement in accordance with the specific written permission, any right to claim
damages or to bring any suit, action or other proceeding against either the City or Vendor
because of any breach hereof or because of any of the terms, covenants, agreements or
conditions herein contained.
7. Waivers. No waiver of default by either party of any of the terms, covenants or
conditions hereof to be performed, kept and observed by the other party shall be construed, or
operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein
contained, to be performed, kept and observed by the other party.
8. Agreement Made in Colorado. The parties agree that this Agreement was made in
accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to
be exclusively in the courts of Pitkin County, Colorado.
9. Attorney's Fees. In the event that legal action is necessary to enforce any of the
provisions of this Agreement, the prevailing party shall be entitled to its costs and reasonable
attorney's fees.
10. Waiver of Presumption. This Agreement was negotiated and reviewed through the
mutual efforts of the parties hereto and the parties agree that no construction shall be made or
presumption shall arise for or against either party based on any alleged unequal status of the
parties in the negotiation, review or drafting of the Agreement.
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11. Certification Reizardiny, Debarment, Suspension, Ineligibility. and Voluntary
Exclusion. Vendor certifies, by acceptance of this Agreement, that neither it nor its principals is
presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from participation in any transaction with a Federal or State department or agency. It
further certifies that prior to submitting its Bid that it did include this clause without modification
in all lower tier transactions, solicitations, proposals, contracts and subcontracts. In the event
that Vendor or any lower tier participant was unable to certify to the statement, an explanation
was attached to the Bid and was determined by the City to be satisfactory to the City.
12. Warranties Against Contingent Fees, Gratuities, Kickbacks and Conflicts of Interest.
(A)Vendor warrants that no person or selling agency has been employed or retained to solicit
or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Vendor for the purpose of
securing business.
(B)Vendor agrees not to give any employee of the City a gratuity or any offer of
employment in connection with any decision, approval, disapproval, recommendation,
preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard, rendering advice, investigation,
auditing, or in any other advisory capacity in any proceeding or application, request for
ruling, determination, claim or controversy, or other particular matter, pertaining to this
Agreement, or to any solicitation or proposal therefore.
(C)Vendor represents that no official, officer, employee or representative of the City during
the term of this Agreement has or one (1) year thereafter shall have any interest, direct or
indirect, in this Agreement or the proceeds thereof, except those that may have been
disclosed at the time City Council approved the execution of this Agreement.
(D)In addition to other remedies it may have for breach of the prohibitions against contingent
fees, gratuities, kickbacks and conflict of interest, the City shall have the right to:
1. Cancel this Purchase Agreement without any liability by the City;
2. Debar or suspend the offending parties from being a vendor, contractor or
subcontractor under City contracts;
3. Deduct from the contract price or consideration, or otherwise recover, the value of
anything transferred or received by the Vendor; and
4. Recover such value from the offending parties.
13. Termination for Default or for Convenience of City. The sale contemplated by this
Agreement may be canceled by the City prior to acceptance by the City whenever for any reason
and in its sole discretion the City shall determine that such cancellation is in its best interests and
convenience.
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
14. Fund Availability. Financial obligations of the City payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. If this Agreement contemplates the City using state or federal funds to meet its
obligations herein, this Agreement shall be contingent upon the availability of those funds for
payment pursuant to the terms of this Agreement.
15. City Council Approval. If this Agreement requires the City to pay an amount of
money in excess of$50,000.00 it shall not be deemed valid until it has been approved by the City
Council of the City of Aspen.
16. Non-Discrimination. No discrimination because of race, color, creed, sex, marital
status, affectional or sexual orientation, family responsibility, national origin, ancestry, handicap,
or religion shall be made in the employment of persons to perform under this Agreement.
Vendor agrees to meet all of the requirements of City's municipal code, section 13-98, pertaining
to nondiscrimination in employment. Vendor further agrees to comply with the letter and the
spirit of the Colorado Antidiscrimination Act of 1957, as amended and other applicable state and
federal laws respecting discrimination and unfair employment practices.
17. Integration and Modification. This written Agreement along with all Contract
Documents shall constitute the contract between the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, vendor understands that no City
official or employee, other than the Mayor and City Council acting as a body at a council
meeting, has authority to enter into an Agreement or to modify the terms of the Agreement on
behalf of the City. Any such Agreement or modification to this Agreement must be in writing
and be executed by the parties hereto.
18. Authorized Representative. The undersigned representative of Vendor, as an
inducement to the City to execute this Agreement, represents that he/she is an authorized
representative of Vendor for the purposes of executing this Agreement and that he/she has full
and complete authority to enter into this Agreement for the terms and conditions specified
herein.
19. Electronic Signatures and Electronic Records This Agreement and any
amendments hereto may be executed in several counterparts, each of which shall be deemed an
original, and all of which together shall constitute one agreement binding on the Parties,
notwithstanding the possible event that all Parties may not have signed the same counterpart.
Furthermore, each Party consents to the use of electronic signatures by either Party. The Scope
of Work, and any other documents requiring a signature hereunder, may be signed electronically
in the manner agreed to by the Parties. The Parties agree not to deny the legal effect or
enforceability of the Agreement solely because it is in electronic form or because an electronic
record was used in its formation. The Parties agree not to object to the admissibility of the
Agreement in the form of an electronic record, or a paper copy of an electronic documents, or a
paper copy of a document bearing an electronic signature, on the ground that it is an electronic
record or electronic signature or that it is not in its original form or is not an original.
IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement
to be duly executed the day and year first herein written in three (3) copies, all of which, to all
intents and purposes, shall be considered as the original.
FOR THE CITY OF ASPEN: Attest
Aspen City Manager Ian a Manning, City Clerk
Date
SUPPLIER:
AXON ENTERPRISE, INC.
By:
Title
Date
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
IN WITNESS WHEREOF, The City and the Vendor, respectively have caused this Agreement
to be duly executed the day and year first herein written in three (3) copies, all of which, to all
intents and purposes, shall be considered as the original.
FOR THE CITY OF ASPEN: Attest:
By:
Aspen City Manager Linda Manning, City Clerk
Date
SUPPLIER:
AXON ENTERPRISE, INC.
VP, Assoc. General Counsel
Title
10/2/2019 1 2:01 PM MST
Date
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
AXONMaster Services and Purchasing Agreement
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc., a Delaware
corporation ("Axon"), and Aspen Police Department ("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"). The Parties therefore agree as follows:
1 Term. This Agreement begins on the Effective Date and continues until terminated pursuant to this
Agreement("Term"). Agency may renew this Agreement for an additional 5 years upon execution of a new
quote. 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.
2 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 Devices" means all hardware provided by Axon under this Agreement.
"Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices.
Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior
credit approval.Changes in the deployment estimated ship date may change charges in the Quote.Shipping
dates are estimates only. Axon is not responsible for typographical errors in any offer by Axon, and Axon
reserves the right to cancel any orders resulting from such errors.
"Services" means all services provided by Axon under this Agreement, including software, Axon Cloud
Services, and professional services.
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 Devices from multiple locations. All shipments are
FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to the
common carrier.Agency is responsible for any shipping charges in the Quote.
6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
7 Warrantv.
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
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
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4&a\ AXON Master Services and Purchasing Agreement
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 Device will be new or like new. Axon will warrant the
replacement Device for the longer of (a) the remaining warranty of the original 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 Device for service,Agency must upload
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 Device sent
to Axon for service.
7.3 Spare Devices.Axon may provide Agency a predetermined number of spare Devices as detailed in
the Quote("Spare Devices"). Spare Devices will replace broken or non-functioning units. If Agency
utilizes a Spare Device, Agency must return to Axon, through Axon's warranty return process, any
broken or non-functioning units. Axon will repair or replace the unit with a replacement Device.
Upon termination,Axon will invoice Agency the MSRP then in effect for all Spare Devices provided.
If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a
credit and apply it against the invoice.
7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Device use
instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c)
abuse, misuse, or intentional damage to Device;(d)force majeure; (e) Devices repaired or modified
by persons other than Axon without Axon's written permission; or (f) 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 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 Records,Axon CAD,Axon Interview
Room, 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
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
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AX 0 N Master Services and Purchasing Agreement
incorporated into this Agreement by reference.
9 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 Devices and Services previously purchased by Agency.
11 Insurance.Axon will maintain General Liability,Workers'Compensation,and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
12 Indemnification.Axon will indemnify Agency's officers, directors, and employees("Agency Indemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency Indemnitee resulting from any negligent act,error or omission, or willful misconduct by Axon under
this Agreement, except to the extent of Agency's negligence or willful misconduct, or claims under workers
compensation.
13 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.
14 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.
15 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.
16 Termination.
16.1 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.
16.2 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.
16.3 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 Devices for less than the manufacturer's suggested retail price ("MSRP") and this
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
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AXONMaster Services and Purchasing Agreement
Agreement terminates before the end of the Term,Axon will invoice Agency the difference between
the MSRP for Devices received and amounts paid towards those Devices. If terminating for non-
appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the
standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the
standalone price of all individual components.
17 Confidentiality. "Confidential Information" means nonpublic information designated as confidential or,
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. If Agency is required by law to disclose Axon pricing,
to the extent allowed by law, Agency will provide notice to Axon before disclosure. Axon may publicly
announce information related to this Agreement.
18 General.
18.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
18.2 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.
18.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
18.4 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.
18.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.
18.6 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.
18.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
18.8 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.
18.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings,
Indemnification, IP Rights, and Agency Responsibilities.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
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A\ AXON Master Services and Purchasing Agreement
18.10 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.
18.11 Notices.All notices must be in English. Notices posted on Agency's Axon Evidence site are effective
upon posting. Notices by email are effective on the sent date of the email. Notices by personal
delivery are effective immediately. Contact information for notices:
Axon:Axon Enterprise, Inc. Agency:
Attn: Legal Attn:
17800 N. 85th Street Street Address
Scottsdale, Arizona 85255 City, State, Zip
legal@axon.com Email
18.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
entire agreement between the Parties. This Agreement supersedes all prior agreements or
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. Aspen
Uocusig.d by.
Signature: I �. F�� �-!
FF Sign _ --�
Name:
Robert DriscollName: f�, r
C J T
Title: VP, Assoc. General Counsel Title: 02, --
10/2/2019 1 2:01 PM MST
Date: Date: 10 10/1
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
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AXON Master Services and Purchasing Agreement
reement
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.
2 Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription
begins after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the
month, the start date is the 1st of the following month. If Axon ships the Device in the second half
of the month, the start date is the 1 Sth of the following month. For phased deployments, the start
date begins on shipment of phase one. For purchases solely of Axon Evidence subscriptions, the
start date is the Effective Date. The Axon Evidence subscription term ends upon completion of the
Axon Evidence subscription stated in the Quote("Axon Evidence Subscription Term"). Start dates
for Axon Records and Axon Dispatch will be addressed through an SOW.
3 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.
4 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 are not business records of Axon. 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 Cloud Services to Agency and Agency end users.
5 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.
6 Agency Responsibilities.Agency is responsible for(a) ensuring Agency owns Agency Content; (b)
ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
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Aa AXON Master Services and Purchasing Agreement
reement
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 if an unauthorized party may be using Agency's account or 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 notice, unless legally prohibited from doing so,
to allow Agency to 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 Axon Evidence Unlimited, Agency may store unlimited data in Agency's Axon
Evidence account only if data originates from Axon Capture or an Axon body-worn camera. For
Axon Air Evidence subscriptions, Agency may store unlimited data in Agency's Axon
Evidence account only if data originates from an Axon Air device. For Axon Interview Room
Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data
originates from Axon Interview Room hardware. For Axon Fleet Unlimited, Agency may store
unlimited data in Agency's Axon Evidence account only if data originates from Axon Fleet hardware.
Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon may
place Agency Content that Agency has not viewed or accessed for 6 months into archival storage.
Agency Content in archival storage will not have immediate availability and may take up to 24 hours
to access.
9 Location of Storage.Axon may transfer Agency Content to third-party subcontractors for storage.
Axon will determine the locations of data centers for storage of Agency Content. For United States
agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the
United States. Ownership of Agency Content remains with Agency.
10 Suspension. Axon may temporarily suspend Agency's or any end user's right to access or use any
portion or all of Axon Cloud Services immediately upon notice, if Agency or end user's use of or
registration for Axon Cloud Services may(a)pose a security risk to Axon Cloud Services or any third-
party; (b) adversely impact Axon Cloud Services ,the systems, or content of any other customer; (c)
subject Axon, Axon's affiliates, or any third-party to liability; or(d) be fraudulent.
Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency
Content because of suspension, except as specified in this Agreement.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 7 of 12
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
a AXON
" Master Services and Purchasing Agreement
11 Axon Cloud Services Warran .Axon disclaims any warranties or responsibility for data corruption
or errors before Agency uploads data to Axon Cloud Services.
12 Axon Cloud Services Restrictions. Agency and Agency end users (including employees,
contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud
Services;
12.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to
derive any source code included in Axon Cloud Services, or allow others to do the same;
12.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid
incurring fees or exceeding usage limits or quotas;
12.4. use trade secret information contained in Axon Cloud Services, except as expressly
permitted in this Agreement;
12.5. access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;
12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud
Services; or
12.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or
tortious material; to store or transmit material in violation of third-party privacy rights; or
to store or transmit malicious code.
13 After Termination. Axon will not delete Agency Content for 90-days following termination. There
will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve
Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from
Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency
Content after these 90-days and will thereafter,unless legally prohibited,delete all Agency Content.
Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all
Agency Content from Axon Cloud Services.
14 Post-Termination Assistance. Axon will provide Agency with the same post-termination data
retrieval assistance that Axon generally makes available to all customers. Requests for Axon to
provide additional assistance in downloading or transferring Agency Content, including requests
for Axon's data egress service, will result in additional fees and Axon will not warrant or guarantee
data integrity or readability in the external system.
15 U.S.Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on
behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item,"
"commercial computer software," "commercial computer software documentation," and "technical
data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation
Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these
terms fail to meet the U.S. Government's needs or are inconsistent in any respect with federal law,
Agency will immediately discontinue use of Axon Cloud Services.
16 Survival. Upon any termination of this Agreement, the following sections in this Appendix will
survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud
Services Restrictions.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 8 of 12
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
a AXON Master Services and Purchasing Agreement
reement
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 Devices covered under TAP. If Axon ships Devices in the first
half of the month, TAP starts the 1st of the following month. If Axon ships Devices 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 Officer Safety Plan Standard. The Officer Safety Plan Standard ("OSP Standard") includes Axon
Evidence Unlimited, TAP for Axon body-worn camera ("BWC") 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.
4 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 BWC and Axon Dock,TASER 7 Certification
Plan, Axon Records Core, 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 bundles 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 the
TASER 7 CEW and accessories as soon as available from Axon. 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.
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
professional services needed to configure Axon Records,are not included in the Axon Records Core
fee or any bundle that includes Axon Records Core.
5 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. For phased
deployments, each phase has its own start and end date based on the phase's first shipment per
the above. OSP 7 runs for 5 years from the OSP 7 start date ("OSP 7 Term").
6 TAP BWC 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 BWC 3 years after TAP
starts ("BWC Upgrade"). If Agency purchases 5 years of Axon Evidence Unlimited, an OSP, or TAP
as a standalone and makes all payments,Axon will provide Agency a BWC Upgrade 2.5 and 5 years
after TAP starts. If Agency purchased TAP as a standalone, Axon will provide a BWC Upgrade that
is the same or like Device, at Axon's option.Axon makes no guarantee the BWC Upgrade will utilize
the same accessories or Axon Dock. If Agency purchased Axon Evidence Unlimited or an OSP,
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 9 of 12
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
AXONMaster Services and Purchasing Agreement
Agency may choose a new BWC of Agency's choice.
7 TAP Dock Upgrade. If Agency purchased 3 years of Dock TAP and makes all payments, Axon will
provide Agency a new Axon Dock 3 years after TAP starts ("Dock Upgrade"). If Agency purchases
5 years of Axon Evidence Unlimited,an OSP,or Dock TAP and makes all payments,Axon will provide
Agency 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 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 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 Device, at Axon's option.
8 Upgrade Delay.Axon may ship the BWC and Dock Upgrades at year 2.5 without prior confirmation
from Agency unless the Parties agree in writing otherwise at least 90 days in advance. Axon may
ship the second BWC and Dock Upgrade 60 days before the end of the Term without prior
confirmation from Agency.
9 Upgrade Change. If Agency wants to change 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.
10 Return of Original Device. If Axon provides a warranty replacement 6 months before the date of
a BWC Upgrade or Dock Upgrade, the replacement is the upgrade. Within 30 days of receiving a
BWC or Dock Upgrade,Agency must return the original Devices to Axon or destroy the Devices and
provide a certificate of destruction to Axon including serial numbers for the destroyed Devices. If
Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the
Devices received by Agency.
11 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:
11.1. TAP and OSP coverage terminates as of the date of termination and no refunds will be
given.
11.2. Axon will not and has no obligation to provide the Upgrade Models.
11.3. Agency must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 10 of 12
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
A AXON Master Services and Purchasing Agreement
reement
Axon Fleet Appendix
1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the
minimum requirements to operate Axon Fleet as established by Axon during the 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. CradlePoint installation is outside the scope of this Agreement. If
Agency requires CradlePoint support,Agency will contact CradlePoint directly.
3 Third-party Installer. If Agency (a) installs Axon Fleet and related hardware without "train the
trainer" Services from Axon; (b) does not follow instructions provided by Axon during train the
trainer; or(c) uses a third-party to install the hardware (collectively, "Third-party Installer"), Axon
will not be responsible for Third-party Installer's failure to follow instructions relating to installation
and use of Axon Fleet.Axon will not be liable for the failure of Axon Fleet hardware to operate per
Axon's specifications or damage to Axon Fleet hardware due to a Third-party Installer. Axon may
charge Agency if Axon is required to (a) replace hardware damaged by Third-party Installer; (b)
provide extensive remote support; or (c) send Axon personnel to Agency to replace hardware
damaged by Third-party Installer.
4 Wireless Offload Software.
4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Software ("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 Wireless Microphone. The Axon Fleet Wireless Microphone subscription is a 5-year term. If this
Agreement terminates for any reason before the end of the 5 years,Agency must pay the remaining
MSRP for the Wireless Microphone, or if terminating for non-appropriations, return the Wireless
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 11 of 12
DocuSign Envelope ID: 1D2BEC87-20E7-4023-9487-8F40365F63B6
Aa AXON Master Services and Purchasing Agreement
Microphone to Axon.
6 Fleet 2 Unlimited. Both Fleet 2 Unlimited and Fleet 2 Unlimited 60 require a 5-year term. Both
offerings provide a 4-year extended warranty on Axon Fleet camera hardware.
7 Fleet 2 Unlimited Upgrade. For Axon Fleet 2 Unlimited, S-years after the start of the Axon Evidence
Subscription associated with Agency's Axon Fleet Purchase, Axon will provide Agency a new front
and new rear Axon Fleet camera that is the same or like Device, at Axon's sole option ("Axon Fleet
Upgrade").Axon Fleet 2 Unlimited 60 is not eligible to receive an Axon Fleet Upgrade.
After Agency makes the fifth Axon Fleet Unlimited payment,Agency may elect to receive the Axon
Fleet Upgrade anytime in the fifth year of the Axon Evidence Subscription associated with Agency's
Axon Fleet Purchase. 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 Devices to
Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial
numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
8 Fleet Unlimited Termination. If Agency's payment for any Axon Fleet Unlimited program or Axon
Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once Axon
Fleet Unlimited terminates for any reason,then:
8.1. Axon Fleet Unlimited coverage terminates, and no refunds will be given.
8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade Models.
8.3. Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future Axon Fleet Unlimited.
Title: Master Services and Purchasing Agreement between Axon and Agency
Department: Legal
Version: 7.0
Release Date: 8/6/2019 Page 12 of 12