HomeMy WebLinkAboutSH21-036Kittitas County
Review Form
Grants & Contract Agreement
Today's D ate IO / t4 / 2021 Agenda Date 10/19 /2021,
Fund/Department
30 / Sheriff
Contract/G ra nt I nformation
Contract /Grant Agencv: Axon En terprise lnc.
Period Begin Date: 11"/L/2O21,Period End Date: 1,0/31/2026
Total Grant/Contract Amount: 5440,129.37
Grant/contract Number: sH2L-036; sourcewell contract Number RFp#010720
Contract/G rant Summary: 60-month contractfor 4I 'Body 3' body cameras and 4L 'Taser 7' electronic
controldevices with accessories, warranties, software, data storage and support. This contract will equip
all line deputies and courthouse security with state-of-the-art video evidence management and less-
lethal devices.
Financial lnformation
Budget lnformation
Pass Th lnformation
Total Amou nt 5 440,129.37 Grant
& lnternal funds
State Funds Federal Funds
Percentage County Funds T 3%Matching Funds S CFDA#
ln-Kind S
Explai n
ls Equipment being purchased? Yes Who owns equipment? Sheriff's Office
New Personnel being hired? No Contact HR hiri ns -re nn rting requirements
Future impacts or liabil ity to Kittitas County: Has potentialto increase demand for public disclosure by
producing large volumes of video evidence. The system under consideration is designed to make
redaction and legal disclosure as efficient as possible
Budget Amendment Needed?Yes I attach budget form No to be funded with state or
federalfunds with balance from internal
budget transfers
X
New Division Created?
Revenue Code
Agency to Pass Through
Amount to Pass Through s
Sub-Contract Approved Date
Grant/Contract Review Page L
Prosecutor Review
Has the Prosecutor reviewed this agreement?Yes No CAMAS# 5272L
County Departments lm acted
Submitted
Assignment of Tracki lnformation
Auditor Facilities Maintenance
X lnformation Services Human Resource
X Prosecutor Treasurer
Signature (/r.- /vt+-t-t-Date: ,D - t .JJ
De rtment: Sheriff
Auditor's Office
Human Resource
Prosecutor's Office
Who Signed the grant application
Reviewer Date
Grant/Contract Review Page 2
AAxon Enterprise,lnc.17800 N 85th St.Scottsdale, Arizona 85255United StatesVAT: 86-0741227Domestic: (800) 978-2737I nternational : + 1 .800.97 8.27 37Q-3371 97.4'1482,952KH+Quote Exp i ration'. 1 0 I 221 2021PaymentTerms: N30Delivery Method: Fedex - Groundlssued: 1011312021EST Contract Start Date: 111011202iAccount Number: 106670Kittitas County Sheriffs Office307 West Umptanum RdEllensburg, WA 98926-2890USAEmail:Business; Delivery; lnvoice-307 WUmptanum Rd307 W Umptanum RdEllensburg, WA 98926-6720USABILL TOSHIP TOPhone: (S09) 902-761SEmail:christopher.wh itsett@co. kittitas,wa. usFax: (509) 902-7599Kyle HuntPhone:Email: huntk@axon.comFax (480) 930-4484PRIMARYCONTACTSALES REPRESENTATIVE60 Months$407,747.91$440,129.37Program Length$153,512.72($4,137.95)$149,374.77Bundle SavingsAdditional SavingsTOTAL SAVINGSPAYMENT PLANPLAN NA]IIEYear 1INVOICE DATEAMOUNT DUENov2021747.91Quote DetailsIQ.337197-44482.952KH
Bundle SummaryItemCore+2021 Core+41icBundleamicBundleT60 DebitSidearm KitCamera WarraE.com LicenseLicenseDeviceDock Refresh 1Auto TCamera Refresh 1 withDock Refresh 2A La CarteCamera Refresh 2 withAuto Tagging lmplementation 79999Fleet SnalUnitlnstallationSCameraCable AssembnalSidearm BatteriesHolstersHALT SuitHandle LicenseLive CartridgesLive CartridgesBundleItem75015 SIGNAL SIDEARM KIT80465 EXTWARRANTYMULTI-BAY DOCK80464 EXTWARRANTYCAMERA73746PROFESSIONALEVIDENCE.COM LICENSE (FormerlySKU 73773449RESPOND DEVICE LICENSE73686 EVIDENCE.COMUNLIMITED AXON DEVICE STOMGE 4173689MULTI-BAY BWC DOCK,lST REFRESH73682 AUTO TAGGING LICENSE73309AXON CAMERA REFRESH ONE73688MULTI-BAY BWC DOCK 2ND REFRESH73683 1O GB EVIDENCE.COM A-LA-CART STORAGE73310 AXON CAMEM REFRESH TWOAUTOTAGGING / PERFORMANCE IMPLEMENTATIONSERVICE70112 AXON SIGNAL UNIT14801 29SIGNAL ONLY ORROUTER ONLY INSTALLATION PER14VEHICLE80464 EXTWARRANTYCAMERA170117 AXON SIGNAL UNITCABLE ASSEMBLY1471044 BATTERYSIGNALCR243O SINGLE PACK8220062TASER 7 HOLSTER -RIGHT HAND4120050HOOK-AND-LOOP TRAININGHALSUIT20248 TASER 7 EVIDENCE.COM LICENSE4122175TASER7 LIVE CARTRTDGE, STANDOFF (3.s-DEGREE)123NSTASER 7 LIVET178.821.55,0015.0818$11.67$8.386.67$39.00$28.01$68,898.9000833.19007.24399.32$t610.00 $r156.21937.290075772.40685,00210.08$z.451 19.97.34OB1$2,000.00 $1,436.29$1,436.29.00.36$250.00$179.54$2,513,5111.67007,95251,35$1.0072$80.00.45$750,00$5.00$1.15$38.00$27.29$3,356.61$27.29$3,356.61416414141641426123425.5261192.29QW List Unit PriceNet Unit PriceBundle: 2021 Gore+ Quantity: 41 Start: 111112921 End: 10/3112026 Total: 370028.91 USD22176DEGRENScARTRtDGE, CLOSE QUARTERS (12-123$38.00Q-337197-44482.952KH
Handleslnert Cartridgeslnert CartridgesAdmin LicenseTaser 7 TargetSpare HandlesTaser 7 Target FrameTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesTraining Live CartridgesBatteriesTraining Halt CartridgesTraining Halt CartridgesTraining Halt CartridgesHalt20008TASER 7 HANDLE, yLW, H|GH VtStBtLtry (GREENCLASS 3R41$1,720,00$866,65$35,532.59$49.00$35.19$1,442.7541$49.00$35.19$1,442.752217922181TASERT |NERT CARTRTDGE, CLOSE QUARTERS (12_NS20248TASER 7 EVIDENCE.COM LICENSEBOOBTTASER 7 TARGET, CONDUCTIVE, PROFESSIONALE22178TASER 7 HOOK-ANCLOSE QUART NSD-LOOP TRN (HALT) CARTRTDGE,TASERNS7 TNERT CARTRTDGE, STANDOFF (3.5_DEGREE)4120008TASER 7 HANDLE, yLW, HtcH VlStBlLtry (GREENCLASS 3R80090FRAME, PROFESSION AL,27 ,5IN. X 75 IN.,TASERNS2217522175TASER7 L|VE CARTRIDGE, STANDOFF (3.5_DEGREE)7 L|VE CARTRTDGE, STANDOFF (3.s-DEGREE)7 L|VE CARTRTDGE, STANDOFF (3.5-DEGREE)8282828282TASERNS22175TASER 7 L|VE CARTRTDGE, STANDOFF (3.s_DEGREE)NS22175NSTASERNSTARGETTASER 7221757 L|VE CARTRTDGE, STANDOFF (3.s-DEGREE) az22176TASER 7 LIVEcARTRtDGE, CLOSE QUARTERS (12-DEGNS22176TASER 7 L|VE CARTRTDGE, CLOSE QUARTERS (12_DEGNS22176TASER7 L|VE CARTRTDGE, CLOSE QUARTERS (12_NS22176TASER7 L|VE CARTRIDGE, CLOSE QUARTERS (,12_NS22176TASER7 LIVE CARTRTDGE, CLOSE QUARTERS (12_82DEGRENS20018 TASER 7 BATTERYTACTICAL4922177TASER 7 HOOK.AND-LOOPTRN (HALT)CARTRIDGE,82STANDOFF NS22177TASER 7 HOOK-AND-LOOP TRN (HALT) CARTRTDGE,8282STANDOFF NS595.44$150.00$107.72$10772$1,720.00 $1,235.21$1,235.21$75.00$53,86$53.86$38.00$27.29$2,237.74$38.00$27.2s$2,23774$38,00$27.29$2,237.74$38.00$27.29$2,237.74$38,00$27.2s$2,237.74$38.00$27.29$2,237.74$38.00$27.2s$2,237.74$38,00$27.29$2,237.74$38.00$27.29$2,237,74$38.00$27.29$2,23774$86.001.76$38.00$27.2e$2,237.74$38.00$27.29$2,237.74$27.29$2,237.74.291.004I828282T322178 TASER 7 HOOK-AND-LOOP TRNCARTRIDGE82$38.00Q.3371 97.44482.952KH74
CLOSE QUART NSDuty Cartridge Replenishment20246 TASER 7 DUry CARTRIDGE REPLACEMENT LICENSE 41$2.50$1.80$4,416.60Docks74200TASER 7 6-BAY DOCK AND CORE.22077.22Dock Mount70033 WALL MOUNT BRACKETASSYEVIDENCE.COM DOCK 11.53,53Dock Power Cord71019NORTH AMER POWER CORD FOR AB3 8-BAY, AB2 1-BAY / 6.BAY DOCK$10.45$7.50$7.50Camera73202 AXON BODY 3. NA1O.001.98$2058'1.34Camera73202 AXON BODY 3 - NAlO$0.0000Camera Mount74020 MAGNETMOUNTFAXON RAPIDLOCK$0.00$0.00USB11534USB-C to USB-A CABLE FOR AB3 OR FLEX 2000$0.00Dock74210 AXON BODY 3.8 BAY DOCK495.00 $r073.631.77Power Cord71019NORTH AMERPOWER CORD FOR AB3 8-BAY, AB21-$0.00$0.00$0.00BAY / 6-BAY DOCKOther80379EXT WARRANTY, FLEET 2 SIGNAL UNIT.16$0.831.47Other80395 EXTWARRANTYTASER 7 HANDLE17.22Other80395 EXTWARRANTYTASER 7 HANDLE19.93Other80374 EXT WARMNTYTASER 7 BATTERY PACK.30$724.19Other80396 EXTWARRANTYTASER 7 SIX BAY DOCK.49$219.e3OtherList Unit Price Net Unit Price85144 AXON STARTER$0.00Other73840EVIDENCE.COM BASIC LICENSE15.005.00$z700.00Other73746PROFESSIONAL EVIDENCE.COM LICENSE (Formerly$39.00$3e.00$7,020,00SKU 737ItemTOther20107TASER 7 TRADE-IN TASER 60 UNLIMITED$0.00Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. lf a tax exemption certificate should be applied, please submitprior to invoicing.11.491414646o6144149133004750.00Bundle: Dynamic Bundle Quantity: 1 $tart: 111112921 End: 10t31/2026 Total: 9220 USDQWList Unit Price Net Unit PriceBundle: T60 Debit Quantity: 1 Start: 111112021 End:1013112022 Totat: 22999 USDQ.337197.44482.9s2KH
Contract Sourcewell Contract #010720-AXN is incorporated by reference into the terms and conditions of this Agreement. ln the event of conflict the terms of Axon,s MasterServices and Purchasing Agreement shall govern,5Q-337197.44482.952KH
Standard Terms and ConditionsAxon Enterprise lnc. Sales Terms and ConditionsAxon Master Services and Purchasing Agreement:This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and purchasing Agreement(posted at www'axon.com/leqal/sales{erms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon lnterview Roompurchase, if applicable, ln the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to theextent it includes the products and services being purchased and does not conflict with the Axon CustomerExperience lmprdvement progrim Appendix asdescribed below.ACEIP:The Axon Customer Experience lmprovement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon todevelop new products and improve your product experience (posted at www.axon.com/legalTsales{erms-and-co-nditions), is'incoiporated herein byreference. By signing below, you agree to the terms of the Axon Customer Experience lmprovement Program.Acceptance of Terms:Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that youare laMully able to enter into contracts. lf you are signing on behalf of an entity (including but not limited to the company, i.rrniiiprlity, or government agencyfor whom you work), you represent to Axon that you have legal authority to bind that entity. lf you do not have this authoiity, please do noisign this euote.5Q-337197.44'42.952KH
Exceptions to Standard Terms and ConditionsExecutionofthisquotewillterminatecontractsassociatedwithQ-143782(executedcontract#x000164gs)ando-zzo:L5(executedcontract #00023474)withAxonand will start a new 60 month contract.The parties agree that Axon is charging a debit of $27,999 (applied to Year 1 - Trade-ln Debit) to capture the remaining value owed from previously deployed CEWhardware' This debit is based on a ship date range o'f 101112021-1011512021, resulting in a 111112021 contract start date. Any change in this ship date and resultingcontract start date will result in modification of this debit's value which may result in additional fees due to or from Axon.Axon is granting a discount of $21,120 for the trade-in of cEW hardware.7Q-337197-44482.952KH
arJab€l- /q, af,a /Date SignedSignature10t13t2021Q.337197.44482.952KH
DocuSign Envelope lD: 8047460F-8F1 D-4553-A887-865'18835E6AD
AIVIINDMENT #1
TO
CONTRACT #O1O72O.AXN
TFllS AMENDMENT is by and between Sourcewell and Axon Enterprise lnc, {Vendor)
Vendor was awarded a Sourcewell Contract for Public Safety Video Surveillance Solutions with
Related Equipment, Software and Accessories effective February 25,2020, through February
2I,2A24, relating to the provision of services by Vendor and to Sourcewell and its Members
(OriginalAgreement).
The parties agree that certain terms within the Original Agreement will be updated and
amended and only to the extent as hereunder provided.
lN CONSIDtRATION OF the mutual covenants and agreements described in this Amendment,
the parties agree as follows:
1. l'his Amendment is effective r,rpon the date of the last signature below
2. Vendor has updated its MasterServices and Purchasing Agreement to Version 9.0,
dated 4/17/20. All references to the MasterServices and Purchasing Agreemeni should
be read to mean Version 9.0, which is attached and incorporated.
Remainder of page intentionally left blank
Page 1 of 2
DocuSign Envelope lD: 8047460F-8F1 D-4553-4887-86518835E6AD
Except as amended by this Arnendment, the Original Agreement remains in full force and
effect.
Sourcewell Axon Enterprise lnc.
DocuSigned by;DocuSigned by:
Scl^wut5 Ut^s
Autho Autho
Chris KirbvlerpmvSchwartz
Name - Printed Name - Printed
VP, SalesTitle: Director of Oneratio & Procurement/CPO Title
Date 6/L3/2020 11-:32 PM cDT Date
Sourcewell-APPROVED:
6/L2/2020 | 4:27 pM cDr
/-DocuSlgned by:
Bv: I U^L b^.x.l+,-
A u t h o \-'_e43qg'911ApJqc.
Chad Coarr ette
Name * Printed
Title: Executive Direc tor/CEO
Date 6/L4/2020 | 2':38 pM cDr
Page 2 of 2
DocuSign Envelope lD: 8047460F-8F1 D-4553-A887-8651 8835E6AD
Master Services and Purchasing Agreement
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, lnc., a Delaware
corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a)
last signature date on this Agreement or (b) signature date on the euote ("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";. lt is the intent of the Parties that this Agreement act as a
master agreement governing all subsequent purchases by Agency for the same Axon products and services in the
Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by
reference as a Quote. The Parties therefore agree as follows:
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
thi rd -party appl i cations, 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.
Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have
expired or have been terminated ("Term").
All subscriptions including Axon Evidence, Axon Fleet, OfficerSafetyPlans, TechnologyAssurance plans, and
TASER 7 plans begin after shipment of the applicable Axon Device. lf Axon ships the Device in the first half
of the month, the start date is the 1st of the following month.lf Axon ships the Device in the second half of
the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence
subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the
subscription stated in the Quote ("subscription Term").
Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional
5 years ("Renewal Term"). For purchase of TASER 7 as a standalone, Axon may increase pricing to its then-
current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items
in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may
require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a
purchase ordel whichever is first.
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. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys'fees.
Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
litle: Master Servrces an0 Purcnastng Agreement between
Department: Legal
Version: 9.0
Release Date: 4/ 17 /2020
AAXON
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AXOn an0 Agency
Page '1 of 33
DocuSign Envelope lD: 8047460F-8F1 D-4553-A887-86518835E6AD
AAXON Master Services and Purchasing Agreement
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 euote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
Warrantv.
7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from
defects in workmanship and materials for l year from the date of Agency's receipt, except Signal
Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its
Axon-manufactured accessories for 90-days from the date of Agency's receipt. Used conducted
energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run
from the expiration of the 1-year hardware warranty through the extended warranty term. Non-
Axon manufactured Devices are not covered by Axon's warranty. Agency shoulcl contact the
manufacturer for support of non-Axon manufactured Devices.
7.2 Claims. lf 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.
lf 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 parl 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. lf 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.
lf 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. lf 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 resutting from any
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claim. demand, or action a out of or Axon Device or Service will
a n
Department: Legal
Version:9.0
Release Dale : 4/ 17 / 2020
ng reeme
to
Page 2 of 33
DocuSign Envelope lD: 8047460F-8F1 D-4553-4887-86518835EoAD
AAXON Master Services and Purchasing Agreement
8
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.
Statement of Work. Certain Axon Devices and Services, including Axon lnterview Room, Axon Channel
Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables ("SOW').
ln the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in
the SOW. Additional services are out of scope. The Parties must document scope changes in a written and
signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is
incorporated into this Agreement by reference.
Device Warnings. See www.axon.com/legal for the most current Axon device warnings.
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.
Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of
Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the
Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle.
lnsurance. Axon will maintain General Liability, Workers'Compensation, and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
Indemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency lndemnitee 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.
lP 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.
lP lndemnification. Axon will indemnify Agency lndemnitees 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 lP 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.
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.
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I tile: Master
Department: Legal
servrces ano PUrcnastng Agreement between
Version:9.0
Release Date: 4/ 17 /2O20
AXO nan o Agency
Page 3 of 33
DocuSign Envelope lD: 8047460F-8Fl D-4553-A887-86518835E6AD
AAXON Master Services and Purchasing Agreement
't7 Termination.
17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of
the breach to the other Party, and the breach remains uncured at the end of 30 days. lf Agency
terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a
prorated basis based on the effective date of termination.
17.2 By Agency. lf sufficient funds are not appropriated or otherwise legally available to pay the fees,
Agency may terminate this Agreement. Agency will deliver notice of termination under this section
as soon as reasonably practicable.
17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.
Agency remains responsible for all fees incurred before the effective date of termination. lf Agency
purchases Devices for less than the manufacturer's suggested retail price ("MSRP") and this
Agreement terminates before the end of the Term, Axon will invoice Agency the difference between
the MSRP for Devices received and amounts paid towards those Devices. Only 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.
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Department: Legal
Version: 9.0
Release Date: 4/ L7 /2A20
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 lnformation. Unless required by law, neither Party will
disclose the other Party's Confidential lnformation during the Term and for 5-years thereafter. Axon pricing
is Confidential lnformation and competition sensitive. lf 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.
General.
19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
19.2 lndependent Contractors. The Parties are independent contractors. Neither Party has the authority
to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the Parties.
19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
Non-Discrimination. Neither Party nor its employees will discriminate against any person based
on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth;
breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual
orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran
status; or any class protected by local, state, or federal law.
19.4
19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations.
19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written
consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an
affiliate or subsidiary; or (b) for ization,
erv reemen
ses of financi
n
,me er, acqu isition, corporate
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19.7
19.8
19.9
19.10
19.11
or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective
successors and assig ns.
Waiver. No waiver or delay by either Parly in exercising any right under this Agreement constitutes
a waiver of that right.
Severability. lf a court of competent jurisdiction holds any portion of this Agreement invalid or
unenforceable, the remaining portions of this Agreement will remain in effect.
Survival. The following sections will survive termination: Payment, Warranty, Device Warnings,
lndemnification, lP Rights, and Agency Responsibilities.
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 lnternational sale of Goods does not apply to this Agreement.
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, lnc.
Attn: Legal
17800 N. B5th Street
Scottsdale, Arizona 85255
legal@axon.com
Agency:
Attn:
Street Address
City, State, Zip
Email
19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
ag reements or
Agreement,
Each representative identified below declares they have been expressly authorized to execute this Agreemerrt as
the date of signature.
Axon Enterprise, lnc.Agency
Signature:Signature:
Name:tttrr", L 0ancUuT
Title:Title:
Date:Date:il-elE4.t 14 ,/0 ?l
entire agreement between the Parties. This Agreement supersedes all prior
understandings, whether written or verbal, regarding the subject matter of this
Agreement may only be modified or amended in a writing signed by the parties.al
I iile:
Department:Legal
Version: 9.0
Release Date : 4/ L7 /2020
r servrces and Purchasing Agreement oetween Axon and Agency
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or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective
successors and assigns.
19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
19.8 Severability. lf a court of competent jurisdiction holds any portion of this Agreement invalid or
unenforceable, the remaining portions of this Agreement will remain in effect.
19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings,
lndemnification, lP Rights, and Agency Responsibilities.
19.10 Governing Law. The laws of the state where Agency is physically located, without reference to
conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations
Convention for the lnternational Sale of Goods does not apply to this Agreement.
19.11 Notices. AII 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, lnc.
Attn: Legal
1 7800 N. B5th Street
Scottsdale, Arizona 85255
legal@axon.com
Agency:
Attn:
Street Address
City, State, Zip
Email
19.12 Entire Agreement, This Agreement, including the Appendices and any SOW(s), represents the
entire agreement between the Parties. This Agreement supersedes all prior agreements or
understandings, whether written or verbal, regarding the subject matter of this Agreement. This
Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as of
the date of signature.
Axon Enterprise, lnc.Agency
Signatu re:Signatu re:
Name:Name
Title:Title:
Date:Date;
I tue: Master
Department: Legal
erv
Version: 9.0
Release Date: 4/ L7 /2020
rces ano purcnastng Agreement between AXOn ano Agency
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Axon Cloud Services Terms of Use Appendix
Definitions.
"Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.
Agency Content includes Evidence but excludes Non-Content Data.
"Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency
Evidence is a subset of Agency Content.
"Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted or generated when
using Axon Devices. Non-Content Data includes data about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
"Personal Data" means any information relating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
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.
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.
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 lnvestigation Criminal Justice lnformation Services
Security Addendum.
Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b)
ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services
violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and
lnternet connections for use of Axon Cloud Services. lf Agency becomes aware of any violation of
this Agreement by an end user, Agency will immediately terminate that end user's access to Axon
I rtle: Master services
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Release Date: 4/ 17 /2O2O
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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.
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. lf 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.
Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offers a feature to enhance location services
where GPS/GNSS signals may not be available, for instance, within buildings or underground.
Agency administrators can manage their choice to use this service within the administrative features
of Axon Cloud Services. lf Agency chooses to use this service, Axon must also enable the usage of
the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon
Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant.
When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will
be sent to Skyhook Holdings, lnc. ("Skyhook") to facilitate the Wi-Fi Positioning functionality. Data
controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject
to the Skyhook Services Privacy Policy.
Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in
Agency's Axon Evidence account only if data originates from Axon Capture or the appltcable Axon
Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon
may place Agency Content that Agency has not viewed or accessed for 6 months into archival
storage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
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.
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
Title: Master Services
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Version:9.0
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Content because of suspension, except as specified in this Agreement
Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption
or errors before Agency uploads data to Axon Cloud Services.
Axon Records. Axon Records is the software-as-a-service product that is generally available at the
time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency
will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis.
An "Update" is a generally available release of Axon Records that Axon makes available from time
to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as any Axon professional services needed
to configure Axon Records, are not included. lf Agency purchases Axon Records as part of a bundled
offering, the Axon Record subscription begins on the later of the (1) start date of that bundled
offering, or (2) date Axon provisions Axon Records to Agency.
Axon Cloud Services Restrictions. Agency and Agency end users (including employees,
contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud
Services;
13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to
derive any source code included in Axon Cloud Services, or allow others to do the same;
13.3 access or use Axon Cloud Services with the intent to gain unacrthorized access, avoid
incurring fees or exceeding usage limits or quotas;
13.4 use trade secret information contained in Axon Cloud Services, except as expressly
permitted in this Agreement;
13.5 access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;
13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud
Services; or
13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or
tortious material; to store or transmit material in violation of third-party privacy rights; or
to store or transmit malicious code.
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.
Title: Master Services and Purchasing Agreement between Axon and Agerrcf
Department: Legal
Version: 9.0
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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.
U.S. Government Rights. lf 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. lf 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.
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
Department: Legal
Version : 9.0
Release Date : 4/ 17 /2020
between Axon and Agency
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Professional Services Append ix
Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote
project planning and configuration support and up to 4 consecutive days of on-site service and a
professional services manager to work with Agency to assess Agency's deployment and determine
which on-site services are appropriate. lf Agency requires more than 4 consecutive on-site days,
en must urchase additional da BWC Full Service tions include:
Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project
planning and configuration support and one day of on-site Services and a professional services
manager to work closely with Agency to assess Agency's deployment and determine which Services
I itle: Master 5ervrces and Purcnaslng Agreement
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Department: Legal
Version: 9.0
Release D ate : 4/ 17 /2020
System set up and configuration
r lnstructor-led setup of Axon View on smartphones (if applicable). Configure categories and custom roles based on Agency needr Register cameras to Agency domaino Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access. One on-site session included
Dock configuration
. Work with Agency to decide the ideal location of Docks and set configurations on Dockr Authenticate Dock with Axon Evidence using admin credentials from Agency
On-site assistance, not to include ical mounti of docksa
Best practice implementation planning sessionr Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies. Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data management. Provide referrals of other agencies using the Axon camera devices and Axon Evidencer 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,
ca te ories & retenti and other c settin s for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can supporl Agency's Axon camera and Axon Evidence
needs after Axon has fulfilled its contractual on-site obli onstraini
Evidence sharing training
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with local prosecuting
aqencies
End user go-live training and support sessionso Assistance with device set up and configuration
cr Train on device u Axon Evidence, and Evidence
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles quide
Post -live review
oetween Axon ano Agency
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Master Services and Purchasing Agreement
are appropriate. lf Agency requires more than 1 day of on-site Services, Agency must purchase
additional on-site Services. The BWC Starter ons include:
Body-Worn Camera Virtual 1-DayService (BWC Virtual). BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services.
CEW Services Packa es are detailed below:
System set up and configuration (Remote Support)r lnstructor-led setup of Axon View on smartphones (if applicable). Configure categories & custom roles based on Agency needr Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access
Dock configuration
. Work with Agency to decide the ideal location of Dock setup and set configurations on Dockr Authenticate Dock with Axon Evidence using "Administrator" credentials from Agencyr Does not include physical mounting of docks
Axon instructor training (Irain 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 sessionsr Assistance with device set up and configuration
a Training on device use, Axon Eviden ce, and Evidence Sync
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
System set up and configuration
. Configure Axon Evidence categories & custom roles based on Agency need. Troubleshoot lT issues with Axon Evidence.. Register users and assign roles in Axon Evidence.. For the CEW Full Service Package: On-site assistance included
For the CEW Starter Packa e: Virtual assistance includeda
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
ldeally, Project Manager will be assi gned to Agency 4-6 weeks before rollout
Best practice implementation planning session to include:r Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon's observations with other agencies. Discuss the importance of entering metadata and best practices for digital data management. Provide referrals to other agencies using TASER CEWs and Axon Evidencer For the CEW Full Service Package: On-site assistance includedr For the CEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of
tegories & retention. and other specific settings for Axon Evidencesecurity, roles & permissions, ca
IiUei Master 5ervrces ano Purcnastng Agree
Department: Legal
Version: 9.0
Release Date: 4/ 17 /2020
oerween AXon ano Agency
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Master Services and Purchasing Agreement
The Smart Wea on Transition Service includes:
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day
Device Specific lnstructor Course.
Signal Sidearm lnstallation Service. lf Agency purchases Signal Sidearm lnstallation Service, Axon
will provide one day of on-site Services and one professional services manager and will cover the
installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for
providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed
onto them are available on the agreed-upon installation date(s). lnstallation includes:
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.
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,
I rile: Master Servtces a
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Axon Evidence lnstructor training
. Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.o For the CEW Full Service Package: Training for up to 3 individuals at Agency. For the CEW Starter Package: Training for up to 1 individual at Agency
TASER CEW inspection and device assignment
Axon's on-site professional services team will perform functions check on all new TASER CEW Smart
weapons and assign them to a user on Axon Evidence.
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Pa ckage: Virtual assistance included
Archival of CEW Firing Logs
Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER
is replacing with newer Smart Weapon modelsCEW Smart Weapons that Aqe
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
Removal of connection screws that affix a holster to a holster mount
Proper placement of the Si gnal Sidearm Mountinq Plate between the holster and the mount
Reattachment of the holster to the mount usi ng appropriate screws
Functional testing of Signal Sidearm device
no Hu rc nast ng Agreemenc Detween AXon ano Agency
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delays, losses, claims, or expenses resulting from the content. accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for
the Devices ("User Documentation"). User Documentation will include all required environmental
specifications for the professional Services and Devices to operate per the Device User
Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency
must prepare the location(s) where Devices are to be installed ("lnstallation Site") per the
environmental specifications in the Device User Documentation. Following installation, Agency
must maintain the lnstallation Site per the environmental specifications. lf Axon modifies Device
User Documentation for any Devices under this Agreement, Axon will provide the update to Agency
when Axon generally releases it. lf Axon modifies Device User Documentation for any Devices under
this Agreement, Axon will provide the update to Agency when Axon generally releases it
Acceptance. When Axon completes professional Services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion.
lf Agency reasonably believes Axon did not complete the professional Services in substantial
conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for
rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues
and re-present the Acceptance Form for signature. lf Axon does not receive the signed Acceptance
Form or written notification of reasons for rejection within 7 calendar days of delivery of the
Acceptance Form, Axon will deem Agency to have accepted the professional Services.
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. ln no event will Axon
be liable for loss, damage, or corruption of Agency's network from any cause.
I itle: Master servrces and purcnasrng Agreement
Department: Legal
Version: 9.0
Release Date : 4/ 17 /2O20
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Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Li mited Wa rra nty.
Officer Safety Plan. lf Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the
deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories
as soon as available from Axon.
OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf
Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. lf Axon ships
in the second half of the month, OSP 7 starts the 15th of the following month ("OSP 7 Term").
TAP BWC Upgrade. lf Agency has no outstanding payment obligations and purchased TAP, Axon
will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote.
lf Agency purchased TAP 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.
TAP Dock Upgrade. lf Agency has no outstanding payment obligations and purchased TAP, Axon
will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories
associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will
only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC
compatibility. lf Agency originally purchased a single-bay Axon Dock, the Dock Upgracle will be a
single-bay Axon Dock model that is the same or like Device, at Axon's option. lf 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.
Upqrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without
prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before
the end of the Subscription Term without prior confirmation from Agency.
Upgrade Change. lf 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. lf the modelAgency 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.
Return of Original Device. 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. lf Agency does not return or destroy
the Devices, Axon will deactivate the serial numbers for the Devices received by Agency.
Termination. lf 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:
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9.2
9.3
TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
Axon will not and has no obligation to provide the Upgrade Models.
Agency must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
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TASER 7 Appendix
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon
Duty Cartridge Replenishment Plan. lf the Quote includes "Duty Cartridge Replenishment
Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a
CEW in the line of duty and those that only use a CEW for training. Agency may not resell carlridges
received. Axon will only replace cartridges used in the line of duty.
Training. lf the Quote includes a training voucher, Agency must use the voucher within 1 year of
issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the
start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange it
for another device or service. Unless stated in the Quote, the voucher does not include travel
expenses and will be Agency's responsibility. lf the Quote includes Axon Online Training or Virtual
Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"),
Agency may access Training Content. Axon will deliver all Training Content electronically.
Extended Warranty. lf the Quote includes an extended warranty, the extended warranty coverage
period warranty will be for a 5-year term, which includes the hardware manufacturer's warranty plus
the 4-year extended term.
Trade-in. lf the Quote contains a discount on CEW-related line items, including items related to
OSP, then that discount may only be applied as a trade-in credit, and Agency must return used
hardware and accessories associated with the discount ("Trade-ln Units") to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. lf Axon does not
receive Trade-ln Units within the timeframe below, Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-ln Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription
Less than '100 officers 30 days
100 to 499 officers 90 days
500+ officers 1 B0 days
TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase
begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on
the OSP 7 Start date.
Access Rights. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may
access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices
during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other
files to Axon Evidence. Agency may not exceed the number of end users than the Quote specifies.
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
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with the court or administrative body. Agency acknowledges and agrees that Axon may access
Agency Content 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; (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, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Termination. lf payment for TASER 7 is more than 30 days past due, Axon may terminate
Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date
of termination:
8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds
will be given.
8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. lf terminating for non-appropriations, Axon will not invoice Agency if
Agency returns the CEW, rechargeable battery, holster, dock, core, training suits, and
unused cartridges to Axon within 30 days of the date of termination.
8.3 Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future TASER 7 plan.
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Axon Auto-Tagging Appendix
Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS").
This allows end users to auto-populate Axon video meta-data with a case ID, category, and location-
based on data maintained in Agency's CAD or RMS.
Support, For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours
of remote support at no additional charge. Axon will provide free support due to a change in Axon
Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.
Axon will not provide support if a change is required because Agency changes its CAD or RMS.
Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.
Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment
by Axon (including remote access if possible);
4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to Axon's performance of Auto-Tagging Services;
4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions, and allow Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;
4.4 Provide all infrastructure and software information (TCP/lP addresses, node names, network
configuration) necessary for Axon to provide Auto-Tagging Services;
4.5 Promptly install and implement any software updates provided by Axon;
4.6 Ensure that all appropriate data backups are performed;
4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8 Provide Axon with remote access to Agency's Axon Evidence account when required;
4.9 Notify Axon of any network or machine maintenance that may impact the performance of
the module at Agency; and
4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up-to-date documentation and information to Axon.
Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to
identify as soon as reasonably practicable resources and information Axon expects to use and will
provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
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. lf Agency's representations are inaccurate, the
Quote is subject to change.
Cradlepoint. lf 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. lf
Agency requires Cradlepoint support, Agency will contact Cradlepoint directly.
Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per
specifications if such failure results from installation not performed by, or as directed by Axon.
Wireless Offload Server.
4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Srever ("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
Su bscription.
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. lf Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet 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 seryers solely for troubleshooting and maintenance.
Axon Vehicle Software.
5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means
storing, loading, installing, or executing Axon Vehicle Software solely for data
communication with Axon Devices. The Axon Vehicle Software term begins upon the start
of the Axon Evidence Subscription.
5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon
Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or
allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or
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exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret
information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon
Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service
or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter
or obscure any confidentiality or proprietary rights notices (including copyright and
trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software.
Axon Fleet Unlimited Upgrade. lf Agency has no outstanding payment obligations and has
purchased the Axon Fleet Technology Assurance Plan ("Axon Fleet TAP"), Axon will provide Agency
with the same or like model of Axon Fleet hardware ("lf Agency has no outstanding payment
obligations and has purchased the "Fleet Technology Assurance Plan" ("Axon Fleet TAP"), Axon
will provide Agency with the same or like model of Axon Fleet hardware ("Axon Fleet Upgrade")
as schedule on the Quote"; as schedule on the Quote
lf 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. lf Agency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
Privacy. 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 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; (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, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Axon Fleet Unlimited Termination. lf Agency's payment for any Axon Fleet Unlimited program
or Axon Evidence is more than 30 days past due, Axon may termlnate Axon Fleet Unlimited. Once
Axon Fleet Unlimited terminates for any reason, then:
8.1 Axon Fleet Subscription coverage terminates, and no refunds will be given.
8.2 Axon will not and has no obligation to provide the Axon Fleet Upgrade 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 TAP.
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Axon Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware Plus.
Axon Aware Subscription Term. lf Agency purchases Axon Aware as part of a bundled offering,
the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or (2)
date Axon provisions Axon Aware to Agency.
lf Agency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of
the (1) date Axon provisions Axon Aware to Agency, or (2) 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.
Scope of Axon Aware. The scope of Axon Aware is to assist Agency with real-time situational
awareness during critical incidents to improve officer safety, effectiveness, and awareness.'ln the
event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with
Agency on upgrading Agency's Axon Aware to better meet Agency's needs.
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's consent.
Axon Aware Service Limitations. Agency acknowledges that LTE service is made available only
within the operating range of the networks. Service may be temporarily refused, interrupted, or
limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system
overcapacity, movement outside a service area or gaps in coverage in a service area and other
causes reasonably outside of the carrier's control such as intentional or negligent acts of third
parties that damage or impair the network or disrupt service; or (c) equipment modifications,
upgrades, relocations, repairs, and other similar activities necessary for the proper or improved
operation of service.
Partner networks are made available as-is and the carrier makes no warranties or representations
as to the availability or quality of roaming service provided by carrier partners, and the carrier will
not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency
expressly understands and agrees that it has no contractual relationship whatsoever with the
underlying wireless service provider or its affiliates or contractors and Agency is not a third-party
beneficiary of any agreement between Axon and the underlying carrier.
Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or
bundles that include Axon Aware, Axon will end LTE service.
Add-on Services Appendix
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This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon performance
Subscription Term. lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant,
or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of
the OSP 7 lerm, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction
Assistant, or Axon Performance to Agency.
lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance
as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for
Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the
month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated
with the add-on.
Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted
through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post-
termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to
Portal Content.
Performance Auto-Tagging Data. ln order to provide some features of Axon Performance to
Agency, Axon will need to store call for service data from Agency's CAD or RMS.
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Axon Commander'" Software Appendix
License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All
rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively
for data communication with an Axon Device. Agency may use Commander in a networked
environment on computers other than the computer it installs Commander on, so long as each
execution of Commander is for data communication with an Axon Device. Agency may make copies
of Commander for archival purposes only. Agency shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations.
Term. The Quote will detail the duration of the Commander license, as well as any maintenance
The term will begin upon installation of Commander by Axon.
License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. Agency may not use Commander for any purpose other than as expressly
permitted by this Agreement. Agency may not:
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modify, tamper with, repair, or otherwise create derivative works of Commander;
reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;
access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
copy Commander in whole or part, except as expressly permitted in this Agreement;
use trade secret information contained in Commander;
resell, rent, loan or sublicense Commander;
access Commander to build a competitive device or service or copy any features, functions,
or graphics of Commander; or
remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Commander or
any copies of Commander.
3.3
3.4
3.5
3.6
3.7
3.8
4 Support. Axon may make available updates and error corrections ("Updates") to Commander. Axon
will provide Updates electronically via the lnternet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate access to the lnternet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon
may provide technical support of a prior release/version of Commander for 6 months from when
Axon made the subsequent release/version available.
Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with
any of the terms in this Agreement. Upon termination, Axon may disable Agency's right to login to
Axon Commander.
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Axon Application Programming lnterface Appendix
Definitions.
"APl Client" means the software that acts as the interface between Agency's computer and the
server, which is already developed or to be developed by Agency.
"APl lnterface" means software implemented by Agency to configure Agency's independent Apl
Client Software to operate in conjunction with the API Service for Agency's authorized Use.
"Axon Evidence Partner APl, API or AXoN APl" (collectively "APl service") means Axon's Apl
which provides a programmatic means to access data in Agency's Axon Evidence account or
integrate Agency's Axon Evidence account with other systems.
"Use" means any operation on Agency's data enabled by the supported API functionality.
Purpose and License.
2.1 Agency may use API Service and data made available through API Service, in connection
with an API Client developed by Agency. Axon may monitor Agency's use of API Service to
ensure quality, improve Axon devices and services, and verify compliance with this
Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon
Agency's use of API Service. Agency will not use API Service for commercial use.2.2 Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide,
revocable right and license during the Term to use API Service, solely for Agency's Use in
connection with Agency's API Client.
2.3 Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota
on operations, to ensure stability and availability of Axon's APl. Axon will use reasonable
efforts to accommodate use beyond the designated limits.
Configuration. Agency will work independently to configure Agency's API Client with API Service
for Agency's applicable Use. Agency will be required to provide certain information (such as
identification or contact details) as part of the registration. Registration information provided to
Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's
registration, Axon will provide documentation outlining API Service information.
Agency Responsibilities. when using API service, Agency and its end users may not:4.1 use API Service in any way other than as expressly permitted under this Agreement;
4.2 use in any way that results in, or could result in, any security breach to Axon;4,3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses,
malware, or any items of a destructive nature to Axon Devices and Services;
4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the
servers or networks providing API Service;
4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;
4.6 create an API lnterface that functions substantially the same as API Service and offer it for
use by third parties;
4,7 provide use of API Service on a service bureau, rental or managed services basis or permit
other individuals or entities to create links to API Service;
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frame or mirror API Service on any other server, or wireless or lnternet-based device;
make available to a third-party, any token, key, password or other login credentials to API
Service;
take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
5 API Content. All content related to API Service, other than Agency Content or Agency's API Client
content, is considered Axon's API Content, including:
5.1 the design, structure and naming of API Service fields in all responses and requests;
5.2 the resources available within API Service for which Agency takes actions on, such as
evidence, cases, users, or reports; and
5.3 the structure of and relationship of API Service resources; and
5.4 the design of API Service, in any part or as a whole.
Prohibitions on API Content. Neither Agency nor its end users will use API content returned from
the API lnterface to:
6.1 scrape, build databases, or otherwise create permanent copies of such content, or keep
cached copies longer than permitted by the cache header;
6.2 copy, translate, modify, create a derivative work oi sell, lease, lend, convey, distribute,
publicly display, or sublicense to any third-party;
6.3 misrepresent the source or ownership, or
6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
API Updates. Axon may update or modify the API Service from time to time ("APl Update"). Agency
is required to implement and use the most current version of API Service and to make any applicable
changes to Agency's API Client required as a result of such API Update. API Updates may adversely
affect how Agency's API Client access or communicate with API Service or the API lnterface. Each
API Client must contain means for Agency to update API Client to the most current version of API
Service. Axon will provide support for .1 year following the release of an API Update for all
depreciated API Service versions.
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Advanced User Management Appendix
Scope. Advanced User Management allows Agency to (a) utilize bulk user creation and
management, (b) automate user creation and management through System for Cross-domain
ldentity Management ("SCIM"), and (c) automate group creation and management through SCIM.
Advanced User Management Configuration. Agency will work independently to configure
Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon will provide
general guidance to Agency, including documentation that details the setup and configuration
process.
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Axon Channel Services Appendix
Definitions.
"Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
"Active Channel" means a third-party system that is continuously communicating with an Axon
Digital Evidence Management System.
"lnactive Channel" means a third-party system that will have a one-time communication to an
Axon Digital Evidence Management System.
Scope. Agency currently has a third-party system or data repository from which Agency desires to
share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's
third-party data into an Axon Digital Evidence Management System or the transfe.r of Agency data
out of an Axon Digital Evidence Management System as defined in the Channel Services Statement
of Work ("Channel Services SOW"). Channel Services will not delete any Agency Content. Agency
is responsible for verifying all necessary data is migrated correctly and retained per Agency policy.
Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and
provide access to third-party system as it relates to the Services described in this Appendix and the
Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third-party
system that may affect the functionality of the channel service. Any additional work required for the
continuation of the Service may require additional fees. An Axon Field Engineer may require access
to Agency's network and systems to perform the Services described in the Channel Services SOW.
Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
Proiect Management. Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monitoring. Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon
devices and services, prepare invoices based on the total amount of data migrated, and verify
compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure
from Axon Agency's use of channel services,
Aqency's Responsibilities. Axon's successful performance of the Channel Services requires
Agency:
7.1 Make available its relevant systems for assessment by Axon (including making these
systems available to Axon via remote access);
7.2 Provide access to the building facilities and where Axon is to perform the Channel Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives performing the
Channel Services permitting them to enter and exit Agency premises with laptop personal
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7.3
7.4
7.5
7.5
7-7
computers and any other materials needed to perform the Channel Services);
Provide all necessary infrastructure and software information (TCPllP addresses, node
names, and network configuration) for Axon to provide the Channel Services;
Ensure all appropriate data backups are performed;
Provide Axon with remote access to the Agency's network and third-party systems when
required for Axon to perform the Channel Services;
Notify Axon of any network or machine maintenance that may impact the performance of
the Channel Services; and
Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to Axon (these contacts are to provide background
information and clarification of information required to perform the Channel Services).
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Department: Legal
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Release Date: 4/ L7 /2020
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VIEVU Data Migration Appendix
Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move
to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into
Axon Evidence ("Migration"). Before Migration, Agency and Axon will work together to develop a
Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration
will require the availability of Agency resources. Such resources will be identified in the SOW. On-
site support during Migration is not required. Upon Agency's request, Axon will provide on-site
support for an additional fee. Any request for on-site support will need to be pre-scheduled and is
subject to Axon's resource availability.
A small amount of unexposed data related to system information will not be migrated from the
VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before
Migration and provided to Agency. The Migration SOW will provide further detail.
Changes. Axon is only responsible to perform the Services described in this Appendix and Migration
SOW. 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 the charges or
schedule.
Proiect Management. Axon wili assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Downtime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount of data that Agency is migrating. Axon will work with Agency to minimize any
downtime. Any VIEVU mobile application will need to be disabled upon Migration.
Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon
Evidence solution, there may be functionality gaps that will not allow for all migrated data to be
displayed the same way in the user interface after Migration
Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all
necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to
provide Axon acceptance that the Migration was successful, or Axon will deem the Migration
accepted.
ln the event Agency does not accept the Migration, Agency agrees to notify the Axon within a
reasonable time. Agenry also agrees to allow Axon a reasonable time to resolve any issue. ln the
event Agency does not provide the Axon written rejection of the Migration during these 90 days,
Agency may be charged for additional monthly storage costs. After Agency provides acceptance of
the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration.
Post-Migration. After Migration, the VIEVU solution may not be supported and updates may not
be provided. Axon may end of life the VIEVU solution in the future. lf Agency elects to maintain data
within the VIEVU solution, Axon will provide Agency 90 days' notice before ending support for the
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VIEVU solution.
Warranty. Axon warrants that it will perform the Migration in a good and workmanlike manner
Monitoring, Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices
and services, prepare invoices based on the total amount of data migrated, and verify compliance
with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon
Agency's use of Migration.
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Axon Support Engineer Appendix
Axon Support Engineer Payment. Axon will invoice for Axon Support Engineer ("ASE") services,
as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency.
Full-Time ASE Scope of Services.
2.1 A Full-Time ASE will work on-site four (4) days per week.
2.2 Agency's Axon sales representative and Axon's Agency Success team will work with Agency
to define its support needs and ensure the Full-Time ASE has skills to align with those
needs. There may be up to a 6-month waiting period before the Full-Time ASE can work
on-site, depending upon Agency's needs and availability of a Full-Time ASE.
2.3 The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency, and Agency is
current on all payments for the Full-Time ASE Service.
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration. Assisting with assigning cameras and registering docks. Maintaining Agency's Axon Evidence account. Connecting Agency to "Early Access" programs for new devices
Account Maintenance
' Conducting on-site training on new features and devices for Agency leadership team(s)
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program. Conducting weekly meetings to cover current issues and program status
Data Analysis
' Providing on-demand Axon usage data to identify trends and insights for improving daily
workflows
' Comparing Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support. Providing on-site, tier 1 and tier 2 technical support for Axon devices. Proactively monitoring the health of Axon equipment. Creating and monitoring RMAs on-site. Providing Axon app support
' Monitoring and testing new firmware and workflows before they are released to Agency's
production environment
Agency Advocacy
' Coordinating bi-annual voice of customer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
Reqional ASE Scope of Services
3.1 A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional ASE will also be available by
phone and email during regular business hours up to B hours per week.
3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to
Agency, depending upon the availability of a Regional ASE.
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3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency and Agency is
current on all payments for the Regional ASE Service.
The Regional ASE service options are listed below:
Account Maintenance
' Conducting remote training on new features and devices for Agency's leadership
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program
' Conducting weekly conference calls to cover current issues and program status
' Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review,
discuss Agency's goals foryourAxon program, and continue to ensure a successful
deployment of Axon devices
Direct Support. Providing remote, tier 1 and tier 2 technical support for Axon devices. Creating and monitoring RMAs remotely
Data Analysis
' Providing quarterly Axon usage data to identify trends and program efficiency opportunities
' Comparing an Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy
' Coordinating bi-yearly Voice of Agency meetings with Device Management team. Recording and tracking Agency feature requests and major bugs
Out of Scope Services. The ASE is responsible to perform only the Services described in this
Appendix. Any additional Services discussed or implied that are not defined explicitly in this
Appendix will be considered out of the scope.
ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation
time per each calendar year. The ASE will work with Agency to coordinate any time off and will
provide Agency with at least 2 weeks' notice before utilizing any vacation days.
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Redaction Services Appendix
Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted
videos included on the Quote, or the maximum number of hours, whichever comes first. ln order
to be considered one video, a video an Agency submits to Axon for redaction must be less than .l
hour. lf a video is longerthan t hour, itwillbe rounded up to the next hour. Forexample, if Agency
submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours.
Agency may not rollover unused redactions and hours from one month to the next.
Agency Responsibilities.
2.1 Access. Agency will create an account for Axon within Agency's Axon Evidence tenant.
Agency must provision Axon to have only permission to view and redact videos identified
for redaction. Upon completion of work or on a periodic basis in alignment with Agency's
policy, Agency must manage or disable Axon's access within Agency's Axon Evidence
tena nt.
2.2 Policy. Agency is responsible for providing Axon Agency's standard policy regarding
redaction ("Redaction Policy"). The Redaction Policy should identify typical objects and
audio that need to be redacted from video. Axon will redact videos per the Redaction Policy
unless otherwise instructed in writing.
Submission. Agency will identify video for redaction and will submit requests to
redactionservices@axon.com. Axon will redact the video according to the Redaction policy within
72hours. The redaction will be performed using Axon Evidence's Redaction Studio.
Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees
will perform all redactions in a CJIS compliant room.
Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted
video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of
any required changes. lf changes are necessary, Axon will perform such changes within 48 hours of
notification. ln the event Agency does not notify Axon of any requested changes within 5 business
days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency.
Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.
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Version: 9.0
Release Date: 4/ 77 /2020
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DocuSig n Envelope I D: 6A0 1 9206-47 F7 -47 1 D-A9E6-FC9399742098
AMENDMENT #1
TO
CoNTRACT#010720-AN
THIS AMENDMENT is by and between Sourcewell and Axon Enterprise lnc. {Vendor)
Sourcewell awarded a contract to Vendor for Public Safety Video Surveillance Solutions with
Related Equipment, Software and Accessories effective February 25,2O20, through February
2L,2024 (Contract),
The parties wish to amend the following terms within the Contract
1. This Amendment is effective upon the date of the last signature below
Vendor's Master Services and Purchasing Agreement (Version 8.0) is deleted in its
entirety and replaced with its updated Master Services and Purchasing Agreement
(Version 13.0), which is attached hereto and incorporated herein.
Except as amended above, the contract remains in fullforce and effect
Sourcewell Axon Enterprise lnc.
uSigned by:DocuSigned by;
2
Jtu^^
Jere m!COFD2A
1 Sdtwaft,,
'!:?ogP?,., , , --ur.r.iT officer
U^s
Chris JSttv'f , v r vr Jur
Date
5/24/202L | 8:29 pr4 cDr
Date 5/24/2027 | 8:15 pM cDr
Sourcewell Contract #OIO7ZA-AXN I Amendment #1
Page 1 of 1
Approved:
Chad
DocuSigned by:
A*L Lo**,
",,c Director/CEO
5/24/202L | 9:37 PM cDrDate
DocuSig n Envelope lD: 640 1 9206-47 F7 -47 1 D-A?E6-FC93997A2098
AAXON Master Services and Purchasing Agreement between
Axon and Agency
This Master Services
corporation ("Axon"),
and Purchasing Agreement ("Agreement") is between Axon Enterprise, lnc., a Delaware
and the agency on the Quote ("Agency"). This Agreement is effective as of ihe later of the
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(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"). lt is the intent of the Parties that this Agreement
act as a master agreement governing all subseq uent purchases by Agency for the same Axon products and services
in the Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement
by reference as a Quote. The Parties therefore agree as follows:
1 Defin itions
"Axon Cloud Services" means Axon's web services for Axon Evidence, Axon Records, Axon Dispatch,
and interactions between Evldence.com and Axon Devices or Axon client software. Axon Cloud Service
excludes third-party applications, hardware warranties, and my.evidence.com.
"Axon Device" means all hardware provided by Axon under this Agreement.
"Quote" means an offer to sell and is only valid for devices and services on the quote at the specified prices.
Any terms within Agency's purchase order in response to a Quote will be void. Orders are subject to prior
credit approval. Changes in the deployment estimated ship date may change charges in the euote.
Shipping dates are estimates only. Axon is not responsible for typographical errors in iny offer by Axon,
and Axon reserves the right to cancelany orders resulting from such errors.
"Services" means all services provided by Axon under this Agreement, including software, Axon Cloud
Services, and professional services.
Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have
expired or have been terminated ("Term").
All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance plans,
and TASER 7 plans begin after shipment of the applicable Axon Device. lf Axon ships the Axon Device in
the first half of the month, the start date is the 1st of the following month. lf Axon ships the Axon Device in
the second half of the month, the start date is the 15th of the following month. For purchases solely of Axon
Evidence subscriptions, the start date is the Effective Date. Each subscription term ends upon completion
of the subscription stated in the Quoie ("subscription Term").
Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional
5 years ("Renewal Term") For purchase of TASER 7 as a standalone, Axon may increase pricing to its
then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all
line items in the Quote up to 3% at the beginning of each year of the Renewal Term. New devicLs and
services may require additional terms Axon will not authorize services untilAxon receives a signed euote
or accepts a purchase order, whichever is first.
Pavment. Axon invoices upon shipment. Payment is due net 30 days from the invoice date. payment
obligations are non-cancelable. Agency wiil pay invoices withoutsetoff, deduciion, orwithholding. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys' fees.
Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
Shipqinq. Axon may make partial shipmenis and ship Axon Devices from multiple locations. All shipments
are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon's delivery to
the common carrier. Agency is responsible for any shipping charges in the euote.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
Title: Master
Department: Legal
servrces and Purchasing Agreement between
Version: 13.0
Release Dale: 3/3I/2021
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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 g0-days from the date of Agency's receipt. Used conducted
energy weapon ('CEW") cartridges are deemed to have operated properly. Extended warranties
run from the expiration of the |-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. lf Axon receives a valid warranty claim for an Axon manufactured Device during the
warranty term, Axon's sole responsibility is to reparr or replace the Device with the same or like
Device, at Axon's option. A replacement Axon Device will be new or like new. Axon will warrant the
replacement Axon Device for the longer of (a) the remaining warranty of the original Axon Device
or (b) 90-days from the date of repair or replacement.
lf Agency exchanges a device or part, the replacement item becomes Agency's property, and the
replaced item becomes Axon's property. Before delivering a Axon Device for service, Agency must
upload Axon Device data to Axon Evidence or download it and retain a copy. Axon is not
responsible for any loss of software, data, or other information contained in storage media or any
part of the Axon Device sent to Axon for service.
7.3 Spare Axon Devices. For qualified purchases, Axon may provide Agency a predetermined number
of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are
intended to replace broken or non-functioning units while Agency submits the broken or non-
functioning units, through Axon's warranty return process. Axon will repair or replace the unit with
a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Agency
in accordance with shipping terms under Section 5. Axon assurnes no liability or obligation in the
event Agency does not utilize Spare Axon Devices for the intended purpose.
7.4 Limitations. Axon's warranty excludes damage related to: (a) failure to follow Axon Device use
instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon;
(c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices
repaired or modified by persons other than Axon without Axon's written permission; or (f) Axon
Devices with a defaced or removed serial number.
7.4.1 To the extent permitted by law, the above warranties and remedies are exctusive.
Axon disclaims all other warranties, remedies, and conditions, whether oral, written,
statutory, or implied. lf statutory or implied warranties cannot be lawfully disclaimed,
then such warranties are limited to the duration of the warranty described above and
by the provisions in this Agreement.
7.4.2 Axon's cumulative liability to any Party for any loss or damage resulting from any
claim, demand, or action arising out of or relating to any Axon Device or Service will
not exceed the purchase price paid to Axon for the Axon Device, or if for Services,
the amount paid forsuch 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.
Statement of Work. Certain Axon Devices and Services, including Axon lnterview Room, Axon Channel
Services, and Axon Fleet, may require a Statement of Work that details Axon's Service deliverables
("SOW'). ln the event Axon provides an SOW to Agency, Axon is only responsible to perform Services
described in the SOW. Additional services are out of scope. The Parties must document scope changes in
a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The
SOW is incorporated into this Agreement by reference.
Axon Device Warninqs. See www.axon.com/legal for the most current Axon Device warnings.
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Release Dafe: 3 /3 I/ 2O2I
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Axon and Agency
Desiqn Ghanqes. Axon may make design changes to any Axon Device or Service without notifying Agency
or making the same change to Axon Devices and Services previously purchased by Agency.
Bundled Offerinqs. Some offerings in bundled offerings may not be generally available at the time of
Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the
Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle.
bsurancg Axon will maintain General Liability, Workers' Compensation, and Automobile Liability
insurance. Upon request, Axon will supply certificates of insurance.
lndemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency lndemnitee 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.
lP Riqhts. 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.
lP lndemnification. Axon will indemnify Agency lndemnitees 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 lP 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.
Aqencv 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.
Termination.
17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice
of the breach to the other Party, and the breach remains uncured atthe end of 30 days. lf Agency
terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a
prorated basis based on the effective date of termination.
17.2 By Agency. lf sufficient funds are not appropriated or otherwise legally available to pay the fees,
Agency may terminate this Agreement. Agency will deliver notice of termination under this section
as soon as reasonably practicable.
17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.
Agency remains responsible for all fees incurred before the effective date of termination. lf Agency
purchases Axon Devices for less than the manufacturer's suggested retail price ("MSRP") and this
Agreement terminates before the end of the Term, Axon will invoice Agency the difference between
the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid
towards those Axon Devices. Only if terminating for non-appropriation, Agency may return Axon
Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Axon
Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual
components.
Confidentialitv. "Confidential lnformation" means nonpublic information designated as confidential or,
given the naiure of the information or circumstances surrounding disclosure, should reasonably be
tifle: Master 5eryrces ano Purcnastng Agreement between
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Version: 13.0
Release Date: 3/37/202L
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Axon and Agency
understood to be confidential. Each Party willtake reasonable measures to avoid disclosure, dissemination
or unauthorized use of the other Party's confidential lnformation. Unless required by law, neither Parly will
disclose the other Party's Confidential lnformation d uring the Term and for S-years thereafter. Axon pricing
is Confidential lnformation and compeiition sensiti ve. lf Agency is required by law to disclose Axon pricing,
to the extent allowed by law, Agency will provid e notice to Axon before disclosure. Axon may publicly
announce information related to ihis Agreement
19 General.
19.'l Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control
19'2 lndependent Gontractors. The Parties are independent contractors. Neither party has the
authority to bind the other. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary, or employment relationship between the parties.
19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person basedon 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; disabilit/; veteran
status; or any class protected by local, state, or federal law.
19'5 Export Compliance. Each Party willcomply with all import and export control laws and regulations.
19.6 Assignment. Neither Party may assign this Agreement without the other Party's prior written
consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an
affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization,
or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective
successors and assigns.
'19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
19.8 Severability. lf a court of competent jurisdiction holds any portion of this Agreement invalid or
unenforceable, the remaining portions of this Agreement will remain in effect.
19.9 Survival. The following sections will survive termination: Payment, Warranty, Axon Device
Warnings, lndemnification, lP Rights, and Agency Responsibilities.
19.10 Governing Law. The laws of the state where Agency is physically located, without reference to
conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations
Convention for the lnternational Sale of Goods does not apply to this Agreement.
19'11 Notices. All notices must be in English. Notices posted on Agency's Axon Evidence site are
effective upon posting. Notices by email are effective on the sent date of the email. Notices by
personal delivery are effective immediately. Contact information for notices;
Axon: Axon Enterprise, lnc. Agency:
Attn: Legal Attn:
17800 N. Bsth Street Street Address
Scottsdale, Arizona 85255 City, State, Ziplegal@axon.com Email
19'12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
entire agreement between ihe Parties. This Agreement supersedes all prior agreements or
IrUe: Master servrces ano purcnasrng Agreement between
Department: Legal
Version: 13.0
Release Date: 3/3I/202I
AXOn ano Agency
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ing the subject matter of this Agreement. This
writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as
of the date of signature.
Axon Enterprise, lnc Agency
Signature
Name:
Title:
Date
Title:
Date
understandings, whether written or verbal, regard
Agreement may only be modified or amended in a
Signature
Name:
Itile
Department
aster Seryrces and Purcnasing
Legal
Version: 12.0
Release Date: L2/ 7B/202O
Agreement Detween Axon and Agency
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2
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 daia about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
"Personal Data" means any information relating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
Acqess. 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.
Aqencv Owns Aqencv Content. Agency controls and owns all right, title, and interest in Agency
Content. Except as outlined herein, Axon obtains no interest in Agency Content, anO Agency
Content is not Axon's business records. Agency is solely responsible for uploading, sharing,
managing, and deleting Agency Content. Axon will only have access to Agency Content for the
limited purposes set forth herein. Agency agrees to allow Axon access to Agency Content to (a)
perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreemeni
or policies governing use of the Axon products.
Securitv. 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 io 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 lnvestigation Criminal Justice lnformation
Services Security Addendu m.
Agencv Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content;
(b) ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud
Services violates this Agreement or applicable laws; and (c) maintaining necessary computer
equipment and lnternet connections for use of Axon Cloud Services. lf Agency becomes aware of
any violation of this Agreement by an end user, Agency will immediately terminate that end useds
access to Axon Cloud Services.
3
4
5
Agency will also maintain the
by end users to Agency Conte
of Axon Cloud Services meet
transfer, or sublicense access
security of end user
nt. Agency is respon
applicable Agency
to any other entity o
names and passwords and security and access
sible for ensuring the configuration and utilization
regulation and standards. Agency may not sell,
r person. Agency shall contact Axon immediately
Irile: Master >eryrces anc purcnastng Agreement
Department: Legal
Version:12.0
Release Date: I2l IB/2020
Detween AXon and Agency
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Master Services and Purchasing Agreement
if an unauthorized party may be using Agency's account or Agency Content, or if account
information is lost or stolen.
To the extent Agency uses the Axon Cloud Services to interact with YouTube@, such use may begoverned by the YouTube Terms of Service, available at
h tt ps : //wwtv. Vo u t u be. co m/sta t ic ?te m p la te = te rm s.
Privacv. Agency's use of Axon Cloud Services is subject to the Axon Cloud Services Privacy
Policy, a current version of which is available at https://www.axon.com/leqal/cloud-services-
privacv-policv. Agency agrees to allow Axon access to Non-Content Data from Agency to (a)
perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve,
and support current and future Axon products and related services; and (c) enforce this Agreement
or policies governing the use of Axon products.
Axon Bodv 3 Wi-Fi Positioninq. Axon Body 3 cameras offer a feature to enhance location
services where GPS/GNSS signals may not be available, for instance, within buildings or
underground. Agency administrators can manage their choice to use this service within the
administrative features of Axon Cloud Services. lf Agency chooses to use this service, Axon must
also enable the usage of the feature for Agency's Axon Cloud Services tenant. Agency will not see
this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon
Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content
and Personal Data will be sent to Skyhook Holdings, lnc. ("Skyhook") to facilitate the Wi-Fi
Positioning functionality. Data controlled by Skyhook is outside the scope of the Axon Cloud
Services Privacy Policy and is subject to the Skyhook Services Privacy Policy.
Storaoe. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in
Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon
Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon
may place Agency Content that Agency has not viewed or accessed for 6 months into archival
storage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
Location of Storaoe. 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.
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.
Axon Cloud Services Warrantv. Axon disclaims any warranties or responsibility for data
corruption or errors before Agency uploads data to Axon Cloud Services.
Axon Records. Axon Records is the software-as-a-service product that is generally available at
the time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term,
Agency will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available
basis.
The Axon Records Subscription Term will end upon the competition of the Axon Records
title: Master Services
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Department: Legal
Version: 12.0
Release Date: 12/ L8|2O2O
ano Purcnasrng Agreement between Axon and Agency
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AAXON
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Master Services and Purchasing Agreement
Subscription as documented in the Quote, or if purchased as part of an OSP 7 bundle, upon
competition of the OSP 7 f erm ("Axon Records Subscription")
An "Update" is a generally available release of Axon Records that Axon makes available from time
to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as any Axon professional services
needed to configure Axon Records, are not included. lf Agency purchases Axon Records as part
of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that
bundled offering, or (2) date Axon provisions Axon Records to Agency.
Axon Cloud Services Restrictions. Agency and Agency end users (including employees,
contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud
Services;
13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process
to derive any source code included in Axon Cloud Services, or allow others to do the same;13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid
incurring fees or exceeding usage limits or quotas;
13.4 use trade secret information contained in Axon Cloud Services, except as expressly
permitted in this Agreement;13.5 access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or Axon's licensors on or within Axon Cloud
Services; or
13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or
tortious material; to store or transmii material in violation of third-party privacy rights; or to
store or transmit malicious code.
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.
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.
U.S. Government Riqhts. lf Agency is a U.S. Federal departmentor 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 FederalAcquisition Regulation
Supplement. lf 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.
litle: Master Service
Department: Legal
Version:12.0
Release Date: 12/ LB/2O20
s ano Purcnasrng Agreement Detween Axon and Agency
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AAXON Master Services and Purchasing Agreement
17 Survival. Upon any termination of this Agreement, the following sections in this Appendix will
survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud
Services Restrictions.
lrtle: Master services
Departrnent: Legal
Version:12.0
Release Date: 721 IB / 2O2O
anc Purcnasrng Agreement between Axon and Agency
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AAXON Master Services and Purchasing Agreement
1
Axon Customer Experience lmprovement Program Appendix
Axon Customer Experience lmnrovement Proqram (ACEIP). The ACEIP is designed to
accelerate Axon's development of technology, such as building and supporting automated features,
to ultimately increase safety within communities and drive efficiency in public safety. To this end,
subject to the limitations on Axon as described below, Axon, where allowed by law, may make
limited use of Agency Content from all of its customers, to provide, develop, improve, and support
current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon
will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to
maintain a comprehensive data security program (including compliance with the CJIS Security
Policy for Criminal Justice lnformation), privacy program, and data governance policy, including
high industry standards of de-identifying Personal Data, to enforce its security and privacy
obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Agency
will be a participant in ACEIP Tier 1 . lf Agency does noi want to participate in ACEIP Tier 1 , Agency
can revoke its consent at any time. lf Agency wants to participate in Tier 2, as detailed below,
Agency can check the ACEIP Tier 2 box below. lf Agency does not want to participate in ACEIP
Tier 2, Agency should leave box unchecked. At any time, Agency may revoke its consent to ACEIP
Tier 1 , f ier 2, or both Tiers1.1 ACEIP Tier 1.
1.1.1. When Axon uses Agency Content for the ACEIP Purposes, Axon will extract
from Agency Content and may store separately copies of certain segments or
elements of the Agency Content (collectively, "ACEIP Content"). When
extraciing ACEIP Content, Axon will use commercially reasonable efforts to
aggregate, transform or de-identify Agency Content so that the extracted
ACEIP Content is no longer reasonably capable of being associated with, or
could reasonably be linked directly or indirectly to a particular individual
("Privacy Preserving Technique(s)"). For illustrative purposes, some
examples are descrlbed in footnote 11. For clarity, ACEIP Content will still be
linked indirectly, with an attribution, to the Agency from which it was extracted.
This attribution will be stored separately from the data itself, but is necessary
for and will be solely used to enable Axon to identify and delete all ACEIP
Content upon Agency request. Once de-identified, ACEIP Content may then be
further modified, analyzed, and used to create derivative works. At any time,
Agency may revoke the consent granted herein to Axon to access and use
Agency Content for ACEIP Purposes. Within 30 days of receiving the Agency's
request, Axon will no longer access or use Agency Content forACElP Purposes
and will delete any and all ACEIP Content. Axon will also delete any derivative
works which may reasonably be capable of being associated with, or could
reasonably be linked directly or indirectly to Agency. ln addition, if Axon uses
Agency Content for the ACEIP Purposes, upon request, Axon will make
available to Agency a list of the specific type of Agency Content being used to
generate ACEIP Content, the purpose of such use, and the retention, privacy
preserving extraction technique, and relevant data protection practices
1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used
to directly identify a particular individual would not be extracted, and extracted text would be disassociated from
identifying metadata of any speakers, and the exiracted text would be split into individual words and aggregated with
other data sources (including publicly available data) to remove any reasonable ability to link any specific text direcly
or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate
Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each
other so a complete plaie could not be reconstituted, and all association to other elements of the source video, such
as the vehicle, location, time, and the surrounding environment would also be removed, (c) when extracting audio of
potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only
contains the likely acoustic events would be extracted and all human utterances would be removed.
Department: Legal
Version:12.0
Release Date: I2/lBl2O2O page 10 of49
DocuSign Envelope lD: 6401 9206- 47 F7 -47 1 D-A9E6-FC93997A2098
AAXON Master Services and Purchasing Agreement
1.2
applicable to the Agency Content or ACEIP Content ("Use Case"). From time
to time, Axon may develop and deploy new Use cases. At least 30 days prior
to authorizing the deployment of any new Use Case, Axon will provide Agency
notice (by updating the list of Use Case at https:i/mryw.axon.com/aceip and
providing Agency with a mechanism to obtain notice of that update or another
commercially reasonable method to Agency designated contact) ("New Use
Case")
',.1'2. Expiration of ACEIP Tier 1. Agency consent granted herein, will expire upon
termination of the Agreement. ln accordance with section 1 .1.1 , within 30 days
of receiving the Agency's request, Axon will no longer access or use Agency
Content for ACEIP Purposes and will delete ACEIP Content. Axon will also
delete any derivative works which may reasonably be capable of being
associated with, or could reasonably be linked directly or indirectly to Agency.
ACEIP Tier 2. ln addition to ACEIP Tier 1, if Agency wants to help further improve Axon's
services, Agency may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2, grants
Axon certain additional rights to use Agency Content, in addition to those set forth in Tier
1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable
product development, improvement, and support that cannot be accomplished with
aggregated, transformed or de-identified data.
[l Check this box if Agency wants to help further improve Axon's services by
participating in ACEIP Tier 2 in addition to Tier 1. By checking this box, Agency hereby
agrees to the Axon Customer Experience lmprovement Program Tier 2 Terms of Service,
available at https://www.axon.com/salesterms-and-conditions and incorporated herein by
reference.
lrtle: Master 5eryrces ano purcnastng Agreement
Department: Legal
Version;12.0
Release Date: L2/ 18/2020
Derween AXon ano Agency
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Master Services and Purchasing Agreement
Professional Services Appendix
Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
Bodv-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance
remote project planning and configuration support and up to 4 consecutive days of on-site service
and a professional services manager to work with Agency to assess Agency's deployment and
determine which on-site services are appropriate. lf Agency requires more than 4 consecutive on-
site must rchase additional BWC Full Service o s include
Bodv-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote
project planning and configuration support and one day of on-site Services and a professional
services manager to work closely with Agency to assess Agency's deployment and determine
which Services are appropriate. lf Agency requires more than 1 day of on-site Services, Agency
must purchase additional on-site services, The BWC starter options include:
2
3
Irile: Master >ervrces ano Purcnasrng Agreement e
Department: Legal
Version:12.0
Release Date: 12/ LB/2O20
r lnstructor-led setup of Axon View on smartphones (if applicable). Configure categories and custom roles based on Agency need. Register cameras to Agency domaine Troubleshoot lr issues with Axon Evidence and Axon Dock ("Dock") access. One on-site session included
System set up and configuration
Dock configuration. Work with Agency. Authenticate Docko On-site assistance
to decide the ideal location of Docks and set configurations on Dock
with Axon Evidence using admin credentials from Agency
not to include ical mounti of docks
. Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies. Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data managemento Provide referrals of other agencies using the Axon camera devices and Axon Evidence. Recommend rollout plan based on review of shift schedules
B est practice implementation planning session
System Admin and troubleshooting training sessions
Step-by-step explanation a
cateqories & retention. and
nd assistance for Agency's configuration of security, roles & permissions,
other specific settinos for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence
training needs after Axon has fulfilled its contractual on-site obligations
Evidence sharing training
Tailored workflow instruction for lnvestigative Units on
prosecuting agencies
sharing Cases and Evidence with local
End user go-live training and support sessions. Assistance with device set up and configuration
ncTrainand Evidenceon device Axon Evidencea
lmplementation document packet
Axon Evidence administrator guides mca era m menA tiota n il des etworkn SE u de mDdpgtupI ple
tcr es nda on &ES lesro u de
Post o-live review
twe en AXOn ano Agency
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AAXON Master Services and Purchasing Agreement
4 Bodv-Worn Camera Virtua I 1-Dav Service (BWC Virtual)BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services
CEW Services es are detailed below:5
System set up and configuration (Remote Support)o lnstructor-led setup of Axon View on smartphones (if applicable). Configure categories & custom roles based on Agency need. Troubleshoot lr issues with Axon Evidence and Axon Dock ("Dock") access
o Work with Agency to decide the ideal location of Dock setup and set configurations on Dock. Authenticate Dock with Axon Evidence using "Administrator" credentials from Agencyo Does not include physical mounting of docks
Dock configuration
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
Axon instructor training (Train the Trainer)
End user goJive training and support sessionsr Assistance with device set up and configuration
ncTrainiand Evidenceon device Axon Evidencea
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
licies and ories & roles uide
. Configure Axon Evidence categories & custom roles based on Agency need. Troubleshoot lT issues with Axon Evidence.. Register users and assign roles in Axon Evidence.o For the CEW Full Service Package: On-site assistance included
a For the CEW Starter Packa ge: Virtual assistance included
System set up and configuration
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager)
ldeally, Project Manager will be assigned to Agency 4-6 weeks before rollout
Dedicated Project Manager
Best practice implementation planning session to include:. Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon's observations with other agenciesr Discuss the importance of entering metadata and best practices for digital data management. Provide referrals to other agencies using TASER cEWs and Axon Evidencer For the CEW Full Service Package: On-site assistance included
a For the CEW Starter Packa ge: 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
. Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.r For the cEW Full service Package: Training for up to 3 individuals at Agency
For the CEW Starter Package: T for up to '1 individual at Agency
Axon Evidence lnstructor training
Title: Master Servrces ancl Purchasing Agreement
Department: Legal
Version: 12.0
Release Dale: 12/ LB/2020
Detween AXon and Agency
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Master Services and Purchasing Agreement
6 Sm The Smart Wea Transition Service includes:
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition S ervice instead of 1-
Day Device Specific lnsiructor Course
Siqnal Sidearm lnstallation Service. lf Agency purchases Signal Sidearm lnstallation Service,
Axon will provide one day of on-site Services and one professional services manager and will cover
the installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible
for providing an appropriate work area and ensuring all holsters that will have Signal Sidearm
installed onto them are available on the agreed-upon installation date(s). lnstallation includes:
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.
Deliverv of Services. Axon personnel will work Monday through Friday, B: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 Svstems 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.
1',1 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for
the Axon Devices ("User Documentation"). User Documentation will include all required
environmental specifications for the professional Services and Axon Devices to operate per the
Axon Device User Documentation. Before installation of Axon Devices (whether performed by
Agency or Axon), Agency must prepare the location(s) where Axon Devices are to be installed
("lnstallation Site") per the environmental specifications in the Axon Device User Documentation.
Following installation, Agency must maintain the lnstallation Site per the environmental
specifications. lf Axon modifies Axon Device User Documentation for any Axon Devices under this
Agreement, Axon will provide the update to Agency when Axon generally releases it
Title: Master Services and Purchasing Agreement
Department: Legal
Version:12.0
Release Dale: I2l LB/2020
8
9
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 GEW Starter Package: Virtual assistance included.
Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER
CEW Smart Weapons that Agency is replacino with newer Smart Weapon models
Archival of CEW Firing Logs
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
Return of Old Weapons
Removal of existing connection screws that affix a holster to a holster mount
Proper placement of the Si gnal Sidearm Mounting Plate between the holster and the mount
Reattachment of the holster to the mount usinq ate screws
Functionaltestinq of nal Sidearm device
between Axon and Agency
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Acceptance. When Axon completes professional Services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging
completion. lf Agency reasonably believes Axon did not complete the professional Services in
substantial conformance with this Agreement, Agency must notify Axon in writing of the specific
reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will
address the issues and re-present the Acceptance Form for signature. lf Axon does not receive the
signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of
delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional
Services
Aqencv 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. ln no event willAxon
be liable for loss, damage, or corruption of Agency's network from any cause.
lrue: Master servrces ano Purcnastng Agreement
Department: Legal
Version: 12.0
Release Datei L2/ 18/2020
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Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP")ora bundle including TAP is on the Quote, ihis appendix applies.
1 TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the'l-year
Hardware Limited Warranty.
Officer Safetv Plan. lf Agency purchases an OfficerSafety Plan ("OSP"), Agency will receive the
deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and
accessories as soon as available from Axon.
OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf
Axon ships in the first half of the month, OSP 7 starts the 1st of the following month. lf Axon ships
in the second half of the month, OSP 7 starts the '1Sth of the following month ("OSP 7 Term").
TAP BWC Upqrade. lf Agency has no outstanding payment obligations and purchased TAp, Axon
will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the euote.
lf Agency purchased TAP Axon will provide a BWC Upgrade that is the same or like Axon Device,
at Axon's option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or
Axon Dock.
TAP Dock Upqrade. lf Agency has no outstanding payment obligations and purchased TAp, Axon
will provide Agency a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories
associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will
only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC
compatibility. lf Agency originally purchased a single-bay Axon Dock, the Dock Upgrade will be a
single-bay Axon Dock model that is the same or like Axon Device, at Axon's option. lf Agency
originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that
is the same or like Axon Device, at Axon's option.
Upqrade Delav. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without
prior confirmation from Agency unless the Parties agree in writing otherwise at least g0 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days
before the end of the subscription Term without prior confirmation from Agency.
Upqrade Chanqe. lf Agency wants to change Axon Device models for the offered BWC or Dock
Upgrade, Agency must pay the price difference between the MSRP for the offered BWC or Dock
Upgrade and the MSRP for the model desired. lf 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
Return of Oriqinal Axon Device. Within 30 days of receiving a BWC or Dock Upgrade, Agency
must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate
of destruction to Axon including serial n um bers for the destroyed Axon Devices. lf Agency does not
return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices
received by Agency.
Termination. lf Agency's payment for TAP, OSP, or Axon Evidence is more than 30 days past due,
Axon may terminate TAP or osP. once TAP or osp terminates for any reason:9.1 TAP and OSP coverage terminate as of the date of termination and no refunds will be
given.9.2 Axon will not and has no obligation to provide the Upgrade Models.9'3 Agency must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
l tUe: Master 5eryrces ano Purcnastng Agreement
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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
Dufu Cartridoe olenishment Plan lf the Quote includes "Duty Gartridge Replenishment
for each CEW user A CEW user includes officers that usePlan", Agency must purchase the plan
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a CEW in the line of duty and those that only use a CEW for training. Agency may not resell
cartridges received. Axon willonly replace cartridges used in the line of duty.
Training. lf the Quote includes a training voucher, Agency must use the voucher within 1 year of
issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the
start of the TASER Subscription Term. The voucher has no cash value. Agency cannot exchange
it for another device or service. Unless stated in the Quote, the voucher does not include travel
expenses and will be Agency's responsibility. lf the Quote includes Axon Online Training or Virtual
Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training
Gontent"), Agency may access Training Content. Axon will deliver all Training Content
electronically.
Extended Warrantv. lf the Quote includes an extended warranty, the extended warranty coverage
period warranty will be for a S-year term, which includes the hardware manufacturer's warranty plus
the 4-year extended term.
Trade-in. lf the Quote contains a discount on CEW-related line items including items related to
OSP, then that discount may only be applied as a trade-in credit, and Agency must return used
hardware and accessories associated with the discount ("Trade-ln Units") to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. lf Axon does not
receive Trade-ln Units within the timeframe below, Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-ln Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
100 to 499 officers 90 days
500+ officers 180 days
5 TASER 7 Subscription Term. The T ASER 7 Subscription Term for a standalone TASER 7
purchase begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP
7 begins on the OSP 7 Start date.
Access Riqhts. Upon Axon granting Agency a TASER 7 Axon Evidence subscription, Agency may
access and use Axon Evidence for the storage and management of data from TASER 7 CEW
devices during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data
or any other files to Axon Evidence. Agency may not exceed the number of end users than the
Quote specifies.
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Privacv. 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.
Termination. lf payment for TASER 7 rs more than 30 days past due, Axon may terminate
Agency's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the
date of termination:
Title: Master Services
Department: Legal
Version:12.0
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TASER 7 extended warranties and access to Training Content willterminate. No refunds
will be given.
Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. lf 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.
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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Version:12.0
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Axon Auto-Tagg ing Appendix
Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interact with Agency's Computer-Aided Dispatch ('CAD") or Records Management Systems ("RMS").
This allows end users to auto-populate Axon video meta-data with a case lD, category, and location-
based on data maintained in Agency's CAD or RMS.
Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours
of remote support at no additional charge. Axon will provide free support due to a change in Axon
Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.
Axon will not provide support if a change is required because Agency changes its CAD or RMS.
Chanqes. 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.
Aqencv Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment
by Axon (including remote access if possible);4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to Axon's performance of Auto-Tagging Services;4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions, and allow Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;4.4 Provide all infrastructure and software information (TCP/IP addresses, node names,
network configuration) necessary for Axon to provide Auto-Tagging Services;4.5 Promptly install and implement any software updates provided by Axon;4.6 Ensure that all appropriate data backups are performed;4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;4'8 Provide Axon with remote access to Agency's Axon Evidence account when required;4.9 Notify Axon of any network or machine maintenance that may impact the performance of
the module at Agency, and4'10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and upto-date documentation and information to Axon.
Access to Svstems. Agency authorizes Axon to access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligenily
to identify as soon as reasonably practicable resources and information Axon expects to use and
will provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
Aoencv R oonsibilities Agency must ensure its infrastructure and vehicies adhere to the
minlmum requirements to operate Axon Fleet 2 or Axon Fleet 3 (collectively, "Axon Fleet") as
established by Axon during the qualifier call and on-site assessment at Agency and in any technical
qualifying questions. lf Agency's representations are inaccurate, the Quote is subject to change.
Gradlepoint. lf 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. lf Agency requires Cradlepoint support, Agency will contact
Cradlepoint directly.
Third-partv lnstaller. Axon will not be liable for the failure of Axon Fleet hardware to operate per
specifications if such failure results from installation not performed by, or as directed by Axon.
Wireless Offload Server.4.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use Wireless Offload Server ("WOS'). "Use" means storing, loading, installing,
or executing WOS solely for data communication with Axon Devices for the number of
licenses purchased. The WOS term begins upon the start of the Axon Evidence
Subscription.
4.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process
to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid
incurring fees or exceeding usage limits; (d) copy woS in whole or part, (e) use trade
secret information contained in woS; (f) resell, rent, loan or sublicense WoS; (g) access
WOS to build a competitive device or service or copy any features, functions or graphics
of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices
(including copyright and trademark notices) of Axon or Axon's licensors on or within WOS.
Updates. lf Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet access to receive WOS Updates and maintaining computer equipment necessary
for use of WOS. The Quote will detail the maintenance term.
WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency's
store and forward servers solely for troubleshooting and maintenance.
Axon Vehicle Software.
5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means
storing, loading, installing, or executing Axon Vehicle Software solely for data
communication with Axon Devices. The Axon Vehicle Software term begins upon the start
of the Axon Evidence Subscription.
5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon
Vehicle Software, apply any process to derive the source code of Axon Vehicle Software,
or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees
or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade
secret information contained in Axon Vehicle Software, (f) resell, rent, loan or sublicense
Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or
service or copy any features, functions or graphics of Axon Vehicle Software; or (h)
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remove, alter or obscure any confidentiality or proprietary rights notices (including copyright
and trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software.
AXon flee!-Upredg. lf Agency has no outstanding payment obligations and has purchased the
"Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Agency with the same or like
model of Fleet hardware ("Fleet Upgrade") as schedule on the euote.
lf Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference
between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The
MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of
previously installed hardware and installation of the Axon Fleet Upgrade.
Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Axon Devices
to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including
serial numbers of the destroyed Axon Devices. lf Agency does not destroy or return the Axon
Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Agency.
Privacv. 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.
Axon Fleet Termination. Axon may terminate Agency's Fleet subscription for non-payment. Upon
any termination:
8.1 Axon Fleet subscription coverage terminates, and no refunds will be given.8.2 Axon will not and has no obligation to provide the Axon Fleet Upgrade.8.3 Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future Fleet TAp.
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Department: Legal
seryrces and Purcnasing Agreement
Version: 12.0
Release Datei 12/ LB/2O20
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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus.
Axon Respond Subscription Term. lf Agency purchases Axon Respond as part of a bundled
offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled
offering, or (2) date Axon provisions Axon Respond to Agency.
lf Agency purchases Axon Respond as a standalone, the Axon Respond subscription begins the
later of the (1) date Axon provisions Axon Respond to Agency, or (2) first day of the month following
the Effective Date
The Axon Respond subscription term will end upon the completion of the Axon Evidence
Subscription associated with Axon Respond.
Scope of Axon Respond. The scope of Axon Respond is to assist Agency with realtime
situational awareness during critical incidents to improve officer safety, effectiveness, and
awareness. ln the event Agency uses Axon Respond outside this scope, Axon may initiate good-
faith discussions with Agency on upgrading Agency's Axon Respond to better meet Agency's
needs.
Axon Bodv 3 LTE Requirements. Axon Respond is only available and usable with an LTE
enabled body-worn camera. Axon is not liable if Agency utilizes the LTE device outside of the
coverage area or if the LTE carrier is unavailable. LTE coverage is only available in the United
States, including any U.S. territories. Axon may utilize a carrier of Axon's choice to provide LTE
service. Axon may change LTE carriers during the Term without Agency's consent.
Axon Fleet 3 LTE Requirements. Axon Respond is only available and usable with a Fleet 3
system configured with LTE modem and service. Agency is responsible for providing LTE service
for the modem. Coverage and availability of LTE service is subject to Agency's LTE carrier.
Axon Respond Service Limitations. Agency acknowledges that LTE service is made available
only within the operating range of the networks. Service may be temporarily refused, interrupted,
or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system
overcapacity, movement outside a service area or gaps in coverage in a service area and other
causes reasonably outside of the carrier's control such as intentional or negligent acts of third
parties that damage or impair the network or disrupt service; or (c) equipment modifications,
upgrades, relocations, repairs, and other similar activities necessary for the proper or improved
operation of service.
With regard to Axon Body 3, Padner networks are made available as-is and the carrier makes no
warranties or representations as to the availability or quality of roaming service provided by carrier
partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of
carrier partner networks. Agency expressly understands and agrees that it has no contractual
relationship whatsoever with the underlying wireless service provider or its affiliates or contractors
and Agency is not a third-party beneficiary of any agreement between Axon and the underlying
carrier.
Termination. Upon termination of this Agreement, or if Agency stops paying forAxon Respond or
bundles that include Axon Respond, Axon will end Aware services, including any Axon-provided
LTE service.
Title: Master Services
Department: Legal
Version:12.0
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Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaciion Assistant, and Axon
Pedormance.
Subscripfion Term. lf Agency purchases Axon Citizen for Communities, Axon Redaction
Assistant, or Axon Performance as part of OSP 7, the subscription begins on the later of the (1)
start date of the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon
Redaction Assistant, or Axon Performance to Agency.
lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon
Performance as a standalone, the subscription begins the later of the (1) date Axon provisions
Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2)
first day of the month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated
with the add-on.
Axon Gitizen Storaqe. For Axon Citizen, Agency may store an unlimited amount of data submitted
through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post-
termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to
PortalContent.
Performance Auto-Taqqinq Data. ln order to provide some features of Axon Performance to
Agency, Axon will need to store call for service data from Agency's CAD or RMS.
Title: Master servrces and Purcnastng Agreement
Department: Legal
Version;12.0
Release Date: 72/ LB/2O20
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Axon Auto-Transcribe Appendix
This Appendix applies to Axon Auto-Transcribe.
1) Subscription Term. lf Agency purchases Axon Auto-Transcribe as part of a bundle or Axon
Cloud Services subscription, the subscription begins on the laterof the (1)startdate of the bundle
or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to
Agency. lf Agency purchases Axon Auto-Transcribe minutes as a standalone, the subscription
begins on the date Axon provisions Axon Auto-Transcribe to Agency.
Axon Auto-Transcribe minutes expire one year after being provisioned to Agency by Axon.
lf Agency cancels Auio-Transcribe services, any amounts owed by the Parties will be based on
the amount of time passed under the annual subscription, rather than on the number of minutes
used, regardless of usage.
2) Auto-Transcribe A-La-Garte Minutes. Upon Axon granting Agency a set number of minutes,
Agency may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the
Quote. Agency will not have the ability to roll over unused minutes to future Auto-Transcribe
terms. Axon may charge Agency additional fees for exceeding the number of purchased minutes
3) Axon Auto-Transcribe On-Demand. Upon Axon granting Agency an On-Demand subscription
to Axon Auto-Transcribe, Agency may utilize Axon Auto-Transcribe with no limit on the number of
minutes. The scope of Axon Auto-Transcribe On-Demand is to assist Agency with reviewing and
transcribing individual evidence items. ln the event Agency uses Axon Auto-Transcribe On-
Demand outside this scope, Axon may initiate good-faith discussions with Agency on upgrading
Agency's Axon Auto-Transcribe On-Demand to better meet Agency's needs.
4) warrantv. Axon does not warrant the accuracy of Axon Auto-Transcribe
l rfle: Master >eryrces ano HUrcnastng Agreement
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Version:12.0
Release Dale: 12/ 1B/202A
DCTWE en AXOn anq Agency
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Axon Virtual Reality Content Terms of Use Appendix
Term. The Quote willdetail the duration of the Virtual Reality Content license.
Headsets. Agency may purchase additional virtual reality headsets from Axon. ln the eveni Agency
decides to purchase additional virtual reality headsets for use with Axon's Virtual Reality Content,
Agency must purchase those headsets from Axon.
License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. lf Agency utilizes more users than stated in this Agreement, Agency must
purchase additional Virtual Reality Content licenses from Axon. Agency may not use Virtual Reality
Content for any purpose other than as expressly permitted by this Agreement. Agency may not:3.1 modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Content;3.2 reverse engineer, disassemble, or decompile Virtual Reality Content or apply any process
to derive the source code of Virtual Reality Content, or allow others to do the same;3.3 copy Virtual Reality Content in whole or part, except as expressly permitted in this
Agreement;
3.4 use trade secret information contained in Virtual Reality Content;3.5 resell, rent, loan or sublicense Virtual Reality Content;3.6 access Virtual Reality Content to build a competitive device or service or copy any features,
functions, or graphics of Virtual Reality Content; or3.7 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Virtual Reality
Content or any copies of Virtual Reality Content.
Termination. Axon may terminate Agency's license immediately forAgency's failure to comply with
any of the terms in this Agreement.
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Flock Software Terms of Use Appendix
Definitions.
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section '1.
"Aggregated Data" means information that relates to a group or category of customers, from which
individual customer identities have been removed, that is not linked or reasonably linkable to any
customer, including via a device.
"Authorized End User" shall mean any individual employees, agents, or contractors of Customer
accessing or using the Flock Services through the Web lnterface, under the rights granted to
Customer pursuant to this Agreement.
"Gustomer Data" will mean the data, media and content provided by Customer through the Flock
Services. For the avoidance of doubt, the Customer Data will include the Footage and geolocation
information and environmental data collected by sensors built into the Units.
"Documentation" will mean text and/or graphical documentation, whether in electronic or printed
format, that describe the features, functions and operation of the Flock Services which are provided
by Flock to Customer in accordance with the terms of this Agreement.
"Embedded Software" will mean the software andlor firmware embedded or preinstalled on the
Hardware
"Flock lP" will mean the Flock Services, the Documentation, the Hardware, the Embedded
Software, the lnstallation Services, and any and all intellectual property therein or otherwise
provided to Customer and/or its Authorized End Users in connection with the foregoing.
"Flock Services" means the provision, via the Web lnterface, of Flock's software application for
automatic license plate detection, searching image records, and sharing Footage.
"Flock System" means collectively, the Hardware, Embedded Software, and Flock Services.
"Footage" means still images andlor video captured by the Hardware in the course of and provided
via the Flock Services.
"Hardware" shall mean the Flock cameras and any other physical elements that interact with the
Embedded Software and the Web lnterface to provide the Flock Services. The term "Hardware"
excludes the Embedded Software.
"lmplementation Fee(s)" means the monetary fees associated with the lnstallation Services, as
defined in Section 1.9 below.
"lnstallation Services" means the services provided by Flock including the installation, placements
and configuration of the Hardware, pursuant to any Statement of Work
"Non-Customer End User" means a Flock customer that has elected to give Customer access to
its data in the Flock System.
"Non-Gustomer End User Data" means the Footage, geolocation data, environmental data and/or
notifications of a Non-Customer End User.
"Support Services" shall mean On-site Services and Monitoring Services, as defined in Section
Title: Master servrces and Purcnaslng Agreement
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Version: 12.0
Release Date: 12/ IB/2O20
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2.9 below
"Unit(s)" shall mean the Hardware together with the Embedded Software.
"Usage Fee" means the subscription fees to be paid by the Customer for ongoing access to
Services and Hardware.
"Web lnterface" means the website(s) or application(s) through which Customer and its Authorized
End Users can access the Flock Services in accordance with the terms of this Agreement.
Flock Services.
2.1 Provision of Access. Subject to the terms of this Agreement, Flock hereby grants to
Customer a non-exclusive, non-transferable right to access the features and functions of
the Flock Services via the Web lnterface during the term of Customer's agreement, solely
for the Authorized End Users. The Footage will be available for Customer's designated
administrator, listed on the Order Form, and any Authorized End Users to access via the
Web lnterface for thirty (30) days. Authorized End Users will be required to sign up for an
account, and select a password and username ("User lD"). Flock will also provide
Customer with the Documentation to be used in accessing and using the Flock Services.
Customer shall be responsible for all acts and omissions of Authorized End Users, and any
act or omission by an Authorized End User which, if undertaken by Customer, would
constitute a breach of this Agreement, shall be deemed a breach of this Agreement by
Customer. Customer shall undertake reasonable efforts to make all Authorized End Users
aware of the provisions of this Agreement as applicable to such Authorized End User's use
of the Services, and shall cause Authorized End Users to comply with such provisions.
Flock may use the services of one or more third parties to deliver any part of the Flock
Services, including without limitation using a third party to host the Web lnterface which
makes the Flock Services available to Customer and Authorized End Users. Flock will pass
through any warranties that Flock receives from its then-current third-party service provider
to the extent that such warranties can be provided to Customer. Except in the event of
Flock's willful misconduct or negligence, such warranties as provided by such third-parties
are Customer's sole and exclusive remedy and Flock's sole and exclusive liability with
regard to such third-party services, including without limitation, hosting the web interface.
Customer agrees to comply with any acceptable use policies and other terms of any third
party service provider that are provided or otherwise made available to Customer from time
to time.
2.2 Embedded Software License. Subject to all terms of this Agreement, Flock grants
Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the
Authorized End Users), revocable right to use the Embedded Software as installed on the
Hardware by Flock; in each case, solely as necessary for Customer to use the Flock
Services.
2.3 Documentation License. Subject to the terms of this Agreement, Flock hereby grants to
Customer a non-exclusive, non-transferable right and license to use the Documentation
during the Service Term for Customer's internal purposes in connection with its use of the
Flock Services as contemplated herein.
2.4 Usage Restrictions. The purpose for usage of the Hardware, Documentation, Services,
support, and Flock lP is solely to facilitate gathering evidence that could be used in a lawful
criminal investigation by the appropriate government agency and not for tracking activities
that the system is not designed to capture ("Permitted Purpose"). Customer will not, and
will not permit any Authorized End Users to, (i) copy or duplicate any of the Flock lP; (ii)
decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the
source code from which any software component of any of the Flock lP is compiled or
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2.5
2.6
2.7
interpreted, or apply any other process or procedure to derive the source code of any
software included in the Flock lP, or attempt to do any of the foregoing, and Customer
acknowledges that nothing in this Agreement will be construed to grant Customer any right
to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Flock
lP, or create any derivative product from any of the foregoing, or attempt to do any of the
foregoing, except with the prior written consent of Flock; (iv) interfere or attempt to interfere
in any manner with the functionality or proper working of any of the Flock lP; (v) remove,
obscure, or alter any notice of any intellectual property or proprietary right appearing on or
contained within any of the Flock Services or Flock lP; (vi) use the Flock Services, support,
Hardware, Documentaiion or the Flock lP for anything other than the Permitted Purpose;
or (vii) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge
as security or otherwise encumber, Customer's rights under Sections 2.1, 2.2, or 2.3.
Retained Rights; Ownership. As between the Parties, subject to the rights granted in this
Agreemeni, Flock and its licensors retain all right, title and interest in and to the Flock lP
and its components, and Customer acknowledges that it neither owns nor acquires any
additional rights in and to the foregoing not expressly granted by this Agreement. Customer
further acknowledges that Flock retains the right to use the foregoing for any purpose in
Flock's sole discretion. There are no implied rights.
Suspension. Notwithstanding anything to the contrary in this Agreement, Flock may
temporarily suspend Customer's and any Authorized End User's access to any portion or
all of the Flock lP if (i) Flock reasonably determines that (a) there is a threat or attack on
any of the Flock lP; (b) Customer's or any Authorized End User's use of the Flock Service
disrupts or poses a security risk to the Flock Service or any other customer or vendor of
Flock; (c) Customer or any Authorized End User is/are using the Flock lP for fraudulent or
illegal activities; (d) Flock's provision of the Flock Services to Customer or any Authorized
End User is prohibited by applicable law; (e) any vendor of Flock has suspended or
terminated Flock's access to or use of any third party services or products required to
enable Customer to access the Flock; or (f) Customer has violated any term of this
provision, including, but not limited to, utilizing the Services for anything other than the
Permitted Purpose, and has failed to cure such violation within thirty days following written
notice of such violation from Flock (each such suspension, in accordance with this Section
2.6, a "Service Suspension"). Flock will make commercially reasonable efforts,
circumstances permitting, to provide written notice of any Service Suspension to Customer
(including notices sent to Flock's regisiered email address) and to provide updates
regarding resumption of access to the Flock lP following any Service Suspension. Flock
will use commercially reasonable efforts to resume providing access to the Flock Service
as soon as reasonably possible after the event giving rise to the Service Suspension is
cured. Flock will extend the Customeis term by the duration of any suspension (for any
continuous suspension lasting at least one full day) where the Service Suspension is not
caused by the direct Customer's actions or by the actions of parties associated with the
Customer. Flock will have no liability for any damage, liabilities, losses (including any loss
of data or profits) or any other consequences that Customer or any Authorized End User
may incur as a result of a Service Suspension.
lnstal lation Services.
2.7.1. Designated Locations. Prior to performing the physicat installation of the Units,
Flock shall advise Customer on the location and positioning of the Units for optimal
license plate image capture, as conditions and location allow. While Flock will
provide advice regarding the location of positioning of such Units, Customer will
have the ultimate decision regarding the location, position and angle of the Units
(each Unit location so designated by Customer, a "Designated Location"). Due
to the fact that Customer selects the Designated Location, Flock shall have no
liability to Customer resulting from any poor performance, functionality or Footage
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resulting from or otherwise relating to the Designated Locations. After an
installation plan with Designated Locations and equipment has been agreed upon
by both Flock and the Customer, any subsequent changes to the installation plan
driven by Customer's request will incur a $250 charge in addition to any equipment
charges. These changes include but are not limited to camera re-positioning,
adjusting of camera mounting, re-angling, changes to heights of poles, and
removing foliage.
2.7.2. Customer's lnstallation Obliqations. Customer agrees to allow Flock and its agents
reasonable access to the designated installation locations at all reasonable times
upon reasonable notice for the purpose of performing the installation work
(together with the preceding sentence, the "Customer lnstallation Obligations").
It is understood that the lmplementation Fees do not include any permits or
associated costs, any federal, state or local taxes inctuding property, license,
privilege, sales, use, excise, gross receipts or other similar taxes which may now
or hereafter become applicable to, measured by or imposed upon or with respect
to the installation of the Hardware, its use, or any other services performed in
connection therewith and that Customer shall be solely responsible for the
foregoing. Customer represents and warrants that it has all necessary right title
and authority and hereby authorizes Flock to install the Hardware at the
Designated Locations and to make any necessary inspections or tests in
connection with such installation.
2.7.3. Flock's lnstallation Obliqations. The Hardware shall be installed in a workmanlike
manner in accordance with Flock's standard installation procedures, and the
installation will be completed within a reasonable time from the time that the
Designated Locations are selected by Customer. Following the initial installation
of the Hardware and any subsequent Reinsialls or maintenance operations,
Flock's obligation to perform installation work shall cease; however, Flock will
continue to monitor the performance of the Units for the length of the Term and will
receive access to the Footage for a period of three (3) business days after the
initial installation in order to monitor performance and provide any necessary
maintenance solely as a measure of quality control. Customer can opt out of
Flock's access to Footage after the initial installation which would waive Flock's
responsibility to ensure such action was successful. Customer understands and
agrees that the Flock Services will not function without the Hardware. Labor may
be provided by Flock or a third party.
2.7.4. Theft and Damage. Flock agrees to replace the Hardware up to one (1) time during
the Term of the Agreement, at no cost to Customer, in the event of theft or damage.
Subsequent replacement due to damage or theft will be at Customer's own
expense, at a replacement cost of three hundred dollars ($3001 per camera.
Customer shall not be required to replace subsequently damaged or stolen units;
however, Customer understands and agrees that functionality, including Footage,
will be materially affected due to such subsequently damaged or stolen units and
that Flock will have no liability to Customer regarding such affected functionality
nor shall the Fees owed be impacted.
2.7.5. Securitv lnterest. The Hardware shall remain the personal property of Flock and
will be removed upon the termination or expiration of Customer's Agreement.
Customer agrees to perform all acts which may be necessary to assure the
retention of title of the Hardware by Flock. Should Customer default in any payment
for the Flock Services or any part thereof or offer to sell or auction the Hardware,
then Customer authorizes and empowers Flock to remove the Hardware or any
part thereof. Such removal, if made by Flock, shall not be deemed a waiver of
Flock's rights to any damages Flock may sustain as a result of Customer's default
and Flock shall have the right to enforce any other legal remedy or right.
2.8 Hazardous Conditions. Unless otherwise stated in the Agreement, Flock's price for its
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2.9
services under this Agreement does not contemplate work in any areas that contain
hazardous materials, or other hazardous conditions, including, without limit, asbestos,
lead, toxic or flammable substances. ln the event any such hazardous materials are
discovered in the designated locations in which Flock is to perform services under this
Agreement, Flock shall have the right to cease work immediately in the area affected until
such materials are removed or rendered harmless. Any additional expenses incurred by
Flock as a result of the discovery or presence of hazardous material or hazardous
conditions shall be the responsibility of Customer and shall be paid promptly upon billing.
Support Services. Subject to the payment of fees, Flock shall monitor the performance
and of Flock Services and may, from time to time, advise Customer on changes to the
Services or the Designated Locations which may improve the performance or functionality
of the Services or may improve the quality of the Footage. The work, its timing, and the
fees payable relating to such work shall be agreed by the Parties prior to any alterations to
or changes of the Services or the Designated Locations ("Monitoring Services"). Subject
to the terms hereof, Flock will provide Customer with reasonable technical and on-site
support and maintenance services ("on-site services") in-person or by email at
hello@flocksafety.com. Flock will use commercially reasonable efforts to respond to
requests for support.
lntentionally deleted.2.10
2.11 Changes to Platform. Flock Safety may, in its sole discretion, make any changes to any
system or platform that it deems necessary or useful to (i) maintain or enhance (a) the
quality or delivery of Flock Safety's products or services to its customers, (b) the
competitive strength of, or markei for, Flock Safety's products or services, (c) such platform
or system's cost efficiency or performance, or (ii) to comply with applicable law.
Customer Responsibilities.
3.1 Customer Obligations. Upon creation of a User lD, Customer agrees to provide Flock
with accurate, complete, and updated registration information. Customer may not select
as its User lD a name that Customer does not have the right to use, or another person's
name with the intent to impersonate that person. Customer may not transfer its account to
anyone else without prior written permission. Customer will not share its account or
password with anyone and must protect the security of its account and
password. Customer is responsible for any activity associated with its account. Customer
shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Services. Customer will, at its own
expense, provide assistance to Flock, including, but not limited to, by means of access to,
and use of, Customer facilities, as well as by means of assistance from Customer
personnel to the limited extent any of the foregoing may be reasonably necessary to enable
Flock to perform its obligations hereunder, including, without limitation, any obligations with
respect to Support Services or any lnstallation Services.
3.2 Customer Representations and Warranties. Customer represents, covenants, and
warrants that Customerwill use the Services only in compliance with this Agreement and
all applicable laws and regulations, including but not limited to any laws relating to the
recording or sharing of video, photo, or audio content. To the extent allowed by the
governing law of the state mentioned in Section 9.6, or if no state is mentioned in Section
9.6, by the law of the State of Georgia, Customer hereby agrees to indemnify and hold
harmless Flock against any damages, losses, liabilities, settlements and expenses,
including without limitation costs and attorneys' fees, in connection with any claim or action
that arises from an alleged violation of Customer's representations and warranties made
pursuant to this Section 3.2, Customer's lnstallation Obligations, or otherwise from
Customer's use of the Flock Services, Hardware and any Embedded Software, including
litle: Master 5ervrces and Purcnastng Agreement
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Master Services and Purchasing Agreement
any claim that such actions violate any applicable law or third party right. Although Flock
has no obligation to monitor Customer's use of the Flock Services, Flock may do so and
may prohibit any use of the Services it believes may be (or alleged to be) in violation of the
foregoing.
Confidentialitv: Data. Feedback: Aqqreqated Statistics.4.'l Customer and Non-Customer End User Data. As between Flock and Customer, all right,
title and interest in the Customer Data and Non-Customer End User Data, belong to and
are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive,
royalty-free, worldwide license to use the Customer Data and Non-Customer End User
Data and perform all acts with respect to the Customer Data and Non-Cusiomer End User
Data as may be necessary for Flock to provide the Flock Services to Customer, and a non-
exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use,
reproduce, modify and distribute the Customer Data and Non-Customer End User Data as
a part of the Aggregated Data (as defined in Section 4.4 below). This Agreement does
not by itself make any Non-Customer End User Data the sole property or the Proprietary
I nformation of Customer.
4.2 Feedback. lf customer provides any suggestions, ideas, enhancement requests,
feedback, recommendations or other information relating to the subject matter hereunder,
Customer hereby assigns (and willcause its agents and representatives to assign) to Flock
all right, title and interest (including intellectual property rights) with respect to or resulting
from any of the foregoing.
4.3 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall
have the right to collect and analyze data and other information relating to the provision,
use and performance of various aspects of the Flock Services and related systems and
technologies (including, without limitation, information concerning Customer Data and data
derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data
which has been stripped of any personal identifying information. Customer acknowledges
that Flock will be compiling Aggregated Data based on Customer Data and Non-Customer
End User Data input into the Flock services ("Aggregated Data"). customer hereby
grants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (during
and after the Service Term hereof)to use and distribute such Aggregated Data to improve
and enhance the Services and for other marketing, development, diagnostic and corrective
purposes in connection with the Flock Services and other Flock offerings. No rights or
licenses are granted except as expressly set forth herein.
4.4 Confidentiality. Each Party (the "Receiving Party") understands that the other Party (the"Disclosing Party") has disclosed or may disclose business, technical or financial
information relating to the Disclosing Party's business (hereinafter referred to as"Proprietary lnformation" of the Disclosing Party). Proprietary lnformation of Flock
includes non-public information regarding features, functionality and performance of the
Services. Proprietary lnformation of Customer includes non-public data provided by
Customer to Flock or collected by Flock via the Unit, including the Footage, to enable the
provision of the Services, which includes but is not limited to geolocation information and
environmental data collected by sensors built into the Units ("Gustomer Data"). The
Receiving Party agrees: (i) to take the same security precautions to protect against
disclosure or unauthorized use of such Proprietary lnformation that the party takes with its
own proprietary information, but in no event will the Receiving Party apply less than
reasonable precautions to protect such Proprietary lnformation, and (ii) not to use (except
in performance of the Services or as otherwise permitted herein) or divulge to any third
person any such Proprietary lnformation. Flock's use of the Proprietary lnformation may
include processing the Proprietary lnformatron to send Customer alerts, such as when a
car exits Customer's neighborhood, orto analyze the data collected to identify motion or
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7
other events. The Disclosing Party agrees that the foregoing shall not apply with respect
to any information that the Receiving Party can document (a) is or becomes generally
available to the public, or (b) was in its possession or known by it prior to receipt from the
Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or(d) was independently developed without use of any Proprietary lnformation of the
Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from '
disclosing the Proprietary lnformation pursuant to any judicial or governmental order,
provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such
disclosure to contest such order. For clarity, Flock may access, use, preserve and/or
disclose the Footage to law enforcement authorities, government officials, and/or third
parties, if legally required to do so or if Flock has a good faith belief that such access, use,
preservation or disclosure is reasonably necessary to: (a) comply with a legal process or
request; (b) enforce this Agreement, including investigation of any potential violation
thereof; (c) detect, prevent or otherwise address security, fraud or technical issues; or (d)
protect the rights, property or safety of Flock, its users, a third party, or the public as
required or permitted by law, including respond to an emergency situation. ln the event
Customer requests Flock to enable law enforcement moniioring against law enforcement
hotlists, Customer hereby expressly grants Flock a non-exclusive, worldwide, perpetual,
royalty-free right and license (during and after the term hereof) to disclose the Customer
Data (inclusive of any Footage and Footage search access) to enable law enforcement
monitoring against law enforcement hotlists. Flock may store deleted Footage in order to
comply with cedain legal obligations but such retained Footage will not be retrievable
without a valid court order, subject to Section 9.1 below.
RESERVED.
RESERVED.
Remedv: Warrantv: and Disclaimer.7.1 Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a "Defect"),
Customer must first make commercially reasonable efforts to address the problem by
contacting Flock's technicalsupport as described in Section 2.9 above. lf such efforts do
not correct the Defect, Flock shall, or shall instruct one of its contractors to, in its sole
discretion, repair or replace the Hardware or Embedded Software suffering from the Defect.
Flock reserves the right in their sole discretion to refuse or delay replacement or its choice
of remedy for a Defect until after it has inspected and tested the affected Unit; provided
that such inspection and test shall occur within seventy-two (72) hours after Customer
notifies the Flock of a Defect. ln the event of a Defect, Flock will repair or replace the
defective Unit at no additional cost. ln the event that a Unit is lost, stolen, or damaged,
Flock agrees to replace the Unit at a fee according to the then-current Reinstall Policy
(https://www.flocksafety.com/reinstall-fee-schedule). Customer shall not be required to
replace subsequently lost, damaged or stolen Units, however, Customer understands and
agrees thai functionality, including Footage, will be materially affected due to such
subsequently lost, damaged or stolen units and that Flock will have no liability to Customer
regarding such affected functionality nor shallthe Usage Fee or lmplementation Fees owed
be impacted.
7.2 Exclusions. Flock will not provide the remedy described in Section 7.1 above if any of the
following exclusions apply: (a) misuse of the Hardware or Embedded Software in any
manner, including operation of the Hardware or Embedded Software in any way that does
not strictly comply with any applicable specifications, documentation, or other restrictions
on use provided by Flock; (b) damage, alteration, or modification of the Hardware or
Embedded Software in any way; or (c) combination of the Hardware or Embedded
Software with software, hardware or other technology that was not expressly authorized
by Flock.
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7.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards
to maintain the Services in a mannerwhich minimizes errors and interruptions in the Flock
Services. Flock Services may be temporarily unavailable for scheduled maintenance or
for unscheduled emergency maintenance, either by Flock or by third-party providers, or
because of other causes beyond Flock's reasonable control, but Flock shall use reasonable
efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED lN sECTloN 7.1 ABovE ts cusroMER's
SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE
HARDWARE AND/OR EMBEDDED SOFTWARE THE FLOCK DOES NOT WARRANT
THAT THE FLOCK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR
DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE FLOCK SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN
THIS SECTION, THE FLOCK SERVICES AND INSTALLATION SERVICES ARE
PROVIDED "AS IS'' AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT.
7.5 Force Majeure. Flock Safety is not responsible nor liable for any delays or failures in
performance from any cause beyond its control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes,
floods, power blackouts, strikes, weather conditions or acts of hackers, internet service
providers or any other third party or acts or omissions of Customer or any Authorized End
User.
Limitation of Liabilitv and lndemnitv.8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK
AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL HARDWARE AND
TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT
LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR
CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B)
FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES; (C) FOR ANY MATTER BEYOND FLOCK,S ACTUAL KNOWLEDGE OR
REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY
TO CAPTURE FOOTAGE OR IDENTIFY AND/OR CORRELATE A LICENSE PLATE
WITH THE FBI DATABNSE; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY
INFORMATION MADE lN GOOD FAITH; OR (E) FOR ANy AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE FLOCK
SERVICES UNDER THIS AGREEMENT lN THE TWELVE (12) MONTHS pRtOR TO THE
ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF
AN EMERGENCY, CUSTOMER SHOULD CONTACT 91 1 AND SHOULD NOT RELY ON
THE FLOCK SERVICES.
8.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability
for the acts and omissions of its own employees, deputies, officers, or agents, in connection
with the performance of their official duties under this Agreement. Each Party to this
Agreement shall be liable (if at all) only for the torts of its own officers, agents, or employees
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that occur within the scope of their official duties. Customer will not pursue any claims or
actions against Flock's suppliers.
8.3 lndemnity. Customer hereby agrees to indemnify and hold harmless Flock against any
damages, losses, liabilities, settlements and expenses (including without limitation costs
and attorneys' fees) in connection with any claim or action that arises from an alleged
violation of Section 3.1, a breach of this Agreement, Customer's sharing of any data in
connection with the Flock system, Flock employees or agent or Non-Customer End Users,
or otherwise from Customer's use of the Flock Services, Hardware and any Software,
inciuding any claim that such actions violate any applicable law or third party right.
Although Flock has no obligation to monitor Customer's use of the Flock Services, Flock
may do so and may prohibit any use of the Flock Services it believes may be (or alleged
to be) in violation of the Section 3.2 or this Agreement.
Record Retention.
9.1 Data Preservation. The Customer agrees to store Customer Data and Non-Customer End
User Data in compliance with all applicable local, state and federal laws, regulations,
policies and ordinances and their associated record retention schedules. As part of
Customer's consideration for paid access and no-fee access to the Flock System, to the
extent that Flock is required by local, state or federal law to store the Customer Data or the
Non-Customer End User Data, Customer agrees to preserve and securely store this data
on Flock's behalf so that Flock can delete the data from its servers and, should Flock be
legally compelled by judicial or government order, Flock may retrieve the data from
Customer upon demand, provided, however, if Flock receives a disclosure request for
Customer Data, Flock willgive Customer notice, unless legally prohibited from doing so, to
allow Customer to file an objection with the court or administrative body.
Miscellaneous.
10"1 Publicitv. Flock has the right to reference and use Customer's name and trademarks and
disclose the nature of the Flock Services provided hereunder in each case in business and
development and marketing efforls, including without limitation on Flock's website.
10.2 Export. Customer may not remove or export from the United States or allow the export or
re-export of the Flock lP or anything related thereto, or any direct product thereof in
violation of any restrictions, laws or regulations of the United States Department of
Commerce, the United States Department of Treasury Office of Foreign Assets Control, or
any other United States or foreign Customer or authority. As defined in FAR section 2.101,
the Flock Services, the Hardware, the Embedded Software and Documentation are
"commercial items" and according to DFAR section 252.2277014(a)(1) and (5) are deemedto be "commercial computer software" and "commercial computer software
documentation." Consistent with DFAR section 227.72A2 and FAR section 12.212, any
use, modification, reproduction, release, performance, display, or disclosure of such
commercial software or commercial software documentation by the U.S. Government will
be governed solely by the terms of this Agreement and will be prohibited except to the
extent expressly permitted by the terms of this Agreement.
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Title: Master Servi
Department: Legal
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Skydio Terms of Use Appendix1 Definitions.
"Advanced Software" means optional capabilities, functions or other features of ihe Onboard
Software that may be specified and identified as such in the Quote. Skydio's characterization of
capabilities, functions or other features as Advanced Software shall be dispositive. Notwithstanding
any other provision herein, a software feature that is locked or otherwise disabled unless or untrl
an Advanced Software Package is purchased for such software feature shall be deemed an
Advanced Software. Advanced Software does not include Mobile Apps.
"Advanced Software Package" means an optional, additional-charge license right, specified in
the Quote, pursuant to which Skydio shall unlock Advanced Software to permit Customer to use
Advanced software (and in some cases the skydio Hardware that it controls)
"Authorized Devices" are (a) mobile devices that Customer owns or is authorized to use, and (b)
controllers purchased by Customer hereunder, which in each case (a) and (b) are used by
customer to operate the skydio Hardware purchased by customer hereunder.
"Base Software" means capabilities, functions or other features of the Onboard Software that are
both: (a) standard capabilities, functions or other features available and activated on Skydio's base
consumer version of Skydio Hardware, and (b) available for use without purchase of Advanced
Software Package. Base Software may be specified and identified as standard features in the
Quote. Any capability, function, or feature that is not a Base Software shall be deemed an Advanced
Software.
"Customer" means the customer procuring Skydio Products or services.
"Error" means a critical error in the Advanced Software that causes the Advanced Software to be
inoperable.
"Skydio License Term" means with respect to an Advanced Software Package, the term of that
Advanced Software Package, including (if applicable) the initial specified term and any renewat
terms.
"Mobile Apps" means software applications (in executable form only), as may be specified on the
Quote, that are specifically intended for use on a mobile device (and any Updates thereto).
"Onboard Software" means software, in executable format only, embedded into or otherwise pre-
installed on Skydio Hardware as supplied by Skydio, and any Updates thereto, whether or not
embedded on read only memory. Onboard Software includes Base Software and Advanced
Software.
"Skydio Privacy Policy" means Skydio's privacy policy located at https.//www.skydio.com lprivacy-
policy and as it may be amended from time to time by Skydio in its sole discretion.
"Product" means Skydio Hardware and Software, as provided by Skydio pursuant to this
Agreement and any applicable Quote.
"Skydio Hardware" means drones and other unmanned aircraft, controllers, docks, accessories
and related hardware that Customer purchases from Skydio or its distributors or resellers.
"Skydio Software" means Onboard Software and Mobile Apps.
"Support Term" means, for Base Software, the support term specified in the Quote, and, for each
Advanced Software Package, the applicable Skydio License Term for such Advanced Software
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Master Services and Purchasing Agreement
Package purchased hereunder
"Updates" means any upgrades, updates, maintenance releases, bug fixes or modified versions of
Skydio Software that Skydio may release from time to time.
License. Subject to and in accordance with the terms and conditions of this Agreement and further
conditioned upon customer's payment of all Fees, Skydio grants to customer:2'1 a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 below
titled "Transferability") right and license to use the Base Software solely on Skydio
Hardware;
2'2 a limited, perpetual, non-exclusive, non-transferable right and license to download, install,
execute and use Mobile Apps on Authorized Devices solely to operate Skydio Hardware in
accordance with this Agreement;2.3 if Customer purchases an Advanced Software Package for the use of an Advanced
Software, as specified in the Quote, a limited, non-exclusive, non-transferable right and
license, during the Skydio License Term of the Advanced Software Package, to use the
Advanced Software on Skydio Hardware ihat Customer purchases from Skydio solely to
operate the Skydio Hardware in accordance with this Agreement ("Advanced Software
License"); and2.4 a limited, non-exclusive, non-transferable right and license to install solely on Skydio
Hardware any Updates to the Onboard Software, if and when provided by Skydio.
Additional License Terms. Additional License Terms. The license rights of Section 2 are limited
to the United States, Canada and Japan.3.1 Unless otherwise specified in the applicable Quote, the Advanced Software License is
granted on a per-unit basis and it may only be exercised with respect to the specific units
of Skydio Hardware identified on the applicable Quote or, if the Quote does not specify
such units, then wlth respect to no more than the total number of Skydio Hardware units
authorized on the Quote, or if such totalnumberof units is notspecified on the Quote, then
only with respect to one (1) single Skydio Hardware unit ("Authorized Units").3.2 Rights under the Advanced Software License are not transferable between Authorized
Units. When an Advanced Software License is exercised on a specific Authorized Unit (by
unlocking, activating, accessing or using the Advanced Software on ihat Authorized Unit),
such Advanced Software License, or any rights thereof, cannot be transferred to a different
unit of Skydio Hardware, except: (i) if Skydio replaces an Authorized Unit pursuant to a
warranty claim, Skydio shall transfer to the replacement Authorized Unit, the Advanced
Software License of the inoperable unit that is being replaced, and (ii) if a particular
Authorized Unit is rendered permanently inoperable, Skydio shall, upon Customer's
request, transfer the Advanced Software License rights to a replacement Authorized Unit,
provided, however, that Skydio may condition such transfer on Customer returning to
Skydio the remnants of the inoperable unit or other evidence of its inoperability.
l-imitations and Restrictions. Except as othenvise expressly provided in this Agreement, the
foregoing license grant excludes any right to, and Customer shall not (and shall not permit others
to) do any of the following with respect to the Skydio Software: (i) license, sublicense, sell, resell,
rent, lease, transfer, distribute, time share, operate as a service bureau, or otheruyise make any of
it available for access by third parties; (ii) disassemble, reverse engineer or decompile it; (iii) copy,
create derivative works based on or otherwise modify it; (iv) remove or modify a copyright,
trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reproduce,
distribute, display, transmit, or use material protected by copyright or other intellectual property
right (including the rights of publicity or privacy) without first obtaining the permission of the ownei;
(vi) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts,
agents or other programs or otherwise engage, in a malicious act or disrupt its security, integrity or
operation; (vii) install, execute or otherwise reproduce Onboard Software on any device other than
the Skydio Hardware on which Skydio originally installed the Onboard Software; (viii) install any
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Skydio Software on any type of device not approved by Skydio; (ix) disable or otherwise circumvent
any technological measures in Skydio Software to limit its installation, use or access; (x) unlock,
activate, access or use an Advanced Sofiware on any device other than as permitted under an
Advanced Software Package purchased by Customer; and (xi) publish or release any
benchmarking or performance data applicable to the Skydio Software.
5 Transferabilitv. Subject to the terms and conditions of this Agreement, Customer may transfer the
Base Software, including any relevant Base Software license rights, only on a permanent basis and
as part of the sale or transfer of the Skydio Hardware on which the Base Software is loaded,
provided that Customer retains no copies of any version of the Skydio Software. With the exception
of the Base Software, Customer may not transfer any other Skydio Software or other Skydio
Software license rights granted herein to another person or entity without the express wriiten
permission of Skydio, unless allowed by applicable law stating that transfer may not be restricted.
6 Evaluation License. Skydio may make certain Skydio Software available in object code form to
end users only for evaluation, training or other limited non-commercial purposes without charging
a Fee ("Evaluation License"). Where Skydio has provided an Evaluation License, allof the termi
of this Agreement shall apply except that (i) Customer's license rights shall be limited to the
evaluation of that Skydio Software, (ii) Customer shall not be required to pay a Fee for the
evaluation of that Skydio Software and (iii) Skydio shall have the right to revoke the license to the
Skydio Software at any time and for any reason.
7 Updates. The terms and conditions of this Agreement shall apply to all Updates or additional
copies of the Skydio Software. Subject to the terms and conditions of this Agreement, including
Customer's timely payment of all Fees due and owed to Skydio, Skydio will provide or make
available to Customer, during the Support Term, Updates for Base Software, Mobile Apps and any
Advanced Software that was enabled under the purchased Advanced Software Package on the
Authorized Units. Notwithstanding any other provision of this Agreement, Customer has no license
or right to use any Updates to the Advanced Software unless Customer holds a valid license to the
Advanced Sofiware and has paid any required Fees for such Advanced Software. Updates are
solely provided on a "when-and-if-available" basis and as made generally available by Skydio to its
customers. Customer shall promptly install any Updates that Skydio designates as required for the
continued safe operaiion of Skydio Hardware or operation of any Advanced Software.
8 Proprietarv Notices. Customer agrees to maintain and reproduce all copyright and other
proprietary notices on all copies, in any form, of the Skydio Software in the same form and manner
that such copyright and other proprietary notices are included on the Skydio Software.
9 lntellectual Propertv. Customer agrees that all worldwide patent, copyright and other intellectual
property rights in the Product, and all copies of the Software however made (including copies pre-
installed on the Skydio Hardware purchased by Customer) are the exclusive property of Skydio
and its suppliers. All Skydio Software is licensed to Customer, not sold. All rights not expressly
granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no
implied licenses under this Agreement.
10 Fees. Skydio reserves the right to suspend and/or terminate access to the Skydio Software if any
undisputed fees for Skydio Hardware or Software are past due. Such suspension or termination
shall not relieve Customer from its obligation to pay all undisputed amounts.
11 Thjrd Partv Software and Open Source Software. The Skydio Software may include third party
software, and open source software ("OSS"), and such software is provided under separate license
terms.
11.1 To the extent the licenses for any OSS requires Skydio to make available to Customer the
correspondlng source code included in the Skydio Software, Customer may obtain a copy
of the applicable OSS source code by sending a written request to legal@skydio.com. The
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OSS license terms shall take precedence over this Agreement to the extent that this
Agreement imposes greater restrictions on Customer than the applicable OSS license
terms. Customer acknowledges receipt of notices for the Open Source Components for the
initial delivery of the Skydio Software.
1'1.2 The use of third party software or applications, or the integration of such software or
applications with the Skydio Software, (collectively, "Third Party Applications"), may
result in Customer data or information being transferred to a third party. Skydio is not
responsible for, and Customer agrees to hold Skydio harmless, for any data or information
transferred to third parties in connection wiih your use of Third Party Applications.
Gommercial ltem. The Skydio Software and associated documentation are "commercial items"
as defined at FAR 2.101 and according to DFAR section 252.227701a(aX1)and (5) are deemed
to be "commercial computer software" and "commercial computer software documentation."
Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification,
reproduction, release, performance, display, or disclosure of such commercial software or
commercial software documentation by the U.S. Government will be governed solely by the terms
of this Agreement and will be prohibited except to the extent expressly permitted by the terms of
this Agreement.
Term and Termination. This Agreement is effective upon Skydio Software purchase, activation or
download, as applicable, and shall continue until terminated.13.1 Paid License Term. Each Advanced Software Package purchased hereunder shall have
its own Skydio License Term. Each Skydio License Term shall have an initial term for the
time period set forth on the Quote and that the Skydio License Term shall automatically
extend for successive additional one (1) year renewal terms thereafter if any (subject to
payment of the then-current applicable license fees for each such renewal term) unless
either party give notice to the other of its intention not to renew the Skydio License Term
at least thirty (30) days before expiration of the then-current initial or renewal term, as the
case may be ("Renewal Terms"). lf a Skydio License Term is not set forth in the Quote,
each Skydio License Term shall have an initial term that commences upon the date of
provisioning of the Skydio Software and expires one (1) year later; provided, however, that
the Skydio License Term shall automatically extend per the Renewal Terms. Unless Skydio
terminates this Agreement for breach by Customer, the perpetual licenses to use Base
Software shall survive.
13.2 Free or Trial License Term, lf you have obtained a license to a free version of the Skydio
Software, then your license will continue until terminated in accordance with this
Agreement. lf you have obtained a trial license to the Skydio Software, then your license
will continue for such time period as may be specified by Skydio with respect to such trial
(and if no period is specified, for 30 days). Skydio may terminate a trial license at any time
in its sole discretion.
13.3 Termination. Skydio may terminate Customer's license rights under this Agreement
immediately without notice if Customer fails to comply with any terms of this Agreement or
Customer fails to make any payment as required hereunder. ln no event will termination
relieve Customer of its obligation to pay any fees payable for Skydio Hardware or Software.
Upon termination or expiration of this Agreement for any reason, Customer shall
immediately cease using any Skydio Software and must destroy or return to Skydio all
copies of the Skydio Software and associated documentation in iis possession or control.
The following sections shall survive the termination or expiration of this Agreement:
Sections 1, 2(a),2(b), 2(d), 4,5 and 7-26.
End of Life. Skydio may discontinue the provision of any Skydio Software, support or Updates in
its sole discretion in accordance with, and any licenses granted herein are subject to, Skydio
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Product End of Life Policy, which is available at https://support.skvdio.com/hc/en-
us/articles/360057153714, and is hereby incorporated by reference herein.
15 Limited Warrantv. The only warranty that Skydio provides with respect to any Skydio products or
services is the written limited warranty statement provided with the products or services or as
otherwise set forth at https://skvdio.com/warranty-terms ( "Limited Warranty")
'16 Limitations. A ny use of the skydio Hardware and software, including any reliance upon or use of
17
any of the information generated thereby, shall be at Customer's and its authorized users' sole risk.
Except as expressly set forth in the Limited Warranty and to the extent permitted by law, the
Products are provided "as is" and "as available" without warranty of any kind (all of which are hereby
disclaimed), whether express, implied or statutory, including the implied warranties of
merchantability, fitness for a particular purpose, or non-infringement lf statutory or implied
warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the
warranty set forth in the L[mited Warranty and by the provisions in this Agreement. Skydio'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 Skydio Products or any service will not exceed the amounts paid by
Customer in the 12 months prior to the action giving rise to the liability. Neither Party will be tiable
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.
Safetv and Comnliance. Customer and Customer's authorized users agree to use the Skydio
Hardware only in a manner that complies with all laws. Customer shall ensure that it and its
authorized users operate product in accordance with the information and warnings set forth at
https://www.skvdio.com/safetv (the "Safety and Operating Guide"). Customer acknowledges that
improper operation of the unmanned aircraft systems may cause injury to persons or property.
Customer shall at all times comply with all applicable local, state, national, and international laws
and regulations related to the operation of unmanned aircraft systems in any territory of operation,
including any applicable laws and orders with regard to privacy, pilot licensure, operating within
visual line of sight (unless the Customer has received proper approvalfrom a civil aviation authority
waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as
temporary flight restrictions issued by Federal Aviation Administration or other appropriate
government agencies). Customer shall obtain and maintain all necessary licenses, consent, and
authorizations of any kind necessary to operate unmanned aircraft systems.
Feedback. lf Customer or Customer's authorized users send Skydio comments, suggestions,
ideas, materials, notes, drawings, concepts or other information (collectively, "submissions"),
Customer and Customer's authorized users (as applicable) grant to Skydio a worldwide, non-
exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, copy,
modify, publicly display, publicly perform, distribute and otherwise exploit the Submissions. None
of the Submissions shall be subject to any obligation of confidentiality on Skydio's part, and Skydio
shall not be liable for any use or disclosure of any Submissions.
19 Privacv. Skydio shall, in providing the Products, comply with Skydio Prrvacy Policy_to the extent
that Customer provides Skydio with personally identifiable information.
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20 Maobox Terms. The Mobile App uses features and content provided by Mapbox, such as maps
and locations on a map. Use of any such Mapbox features and content is subject to the then-currentversion of Mapbox's terms and privacy policy, which can be found at
httos://www.mapbox.com/leqal/tos/ , including the Mapbox Government Terms of Service, which
can be found at httos;//www.maobox.com/legal/usqtos, and you hereby agree to comply with such
terms. You can opt out of location telemetry reporting pursuant to such terms.
Services. ln accordance with this Agreement, so long as Customer timely pays all amounts owed
hereunder, Skydio shall render to Customer, during the applicable Skydio License Term of each
Title: Master servrces ano Purcnastng Agreement
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Skydio, lnc.
114HazelAve.,
Redwood City, CA 94061
leoal@skvdio.com
Master Services and Purchasing Agreement
Advanced Software Package purchased herunder, the support services consisting of: (a) providing
Customer's named Administrators (defined below) with consultation in English, via telephone and
email, during Skydio's normal business hours (9AM to SPM PST) to assist in using the Advanced
Software licensed under the Advanced Software Package; and (b) making reasonable efforts to
correct any critical error in the Advanced Software that causes the Advanced Software to be
inoperable ("Error"), all in accordance with Skydio's support policies published on its Website, as
updated from time to time. Errors do not include, and Skydio has no obligation to correct,
malfunctions caused in whole or in part by modification of Software, the operation of third-party
products or the integration of Software with or into third-party products, improper installation of the
Advanced Software or other Software, or the use of Software other than in accordance with the
applicable specifications provided by Skydio. Support is only available for the current and single
prior major release of Advanced Software. No other services are included under this Agreement.
Administrators. Customer shall designate up to three (3) of its employees to administer the
Services on its behalf and serve as points of contact in communicating with us, as set forth in the
applicable Confirmation or as otherwise agreed by the parties in writing ("Administrators"). lf a
person named as an Administrator leaves Customer's employ, Customer may designate another
one of its employees io serve as Administrator to replace the departing employee.
lndemnification. Skydio will indemnify Cusiomer's officers, directors, and employees ("Customer
lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third-
party claim against an Customer lndemnitee resulting from any negligent act, error or omission, or
willful misconduct by Skydio under this Agreement, except to the extent of Customer's negligence
or willful misconduct, or claims under workers compensation.
lP lndemnification. Skydio will indemnify Customer lndemnitees against all claims, losses, and
reasonable expenses from any third-party claim alleging that the use of Skydio Products or seryices
infringes or misappropriates the third-party's intellectual property rights. Customer must promptly
provide Skydio with written notice of such claim, tender to Skydio the defense or settlement of such
claim at Skydio's expense and cooperate fully with Skydio in the defense or settlement of such
claim. Skydio's lP indemnification obligations do not apply to claims based on (a) modification of
Skydio Products or services by Customer or a third-party not approved by Skydio; (b) use of Skydio
Products and services in combination with hardware or services not approved by Skydio; (c) use
of Skydio Products and services other than as permitted in this Agreement, or (d) use of Skydio
Software that is not the most current release provided by Skydio.
Customer Responsibilities. Customer is responsible for (a) Customer's use of Skydio Products;
(b) breach of this Agreement or violation of applicable law by Customer or a Customer's authorized
end user; and (c) a dispute between Customer and a third-party over Custome/s use of Skydio
Products.
Export Sales and Export Controls. Customer acknowledges that the Skydio Products, services
and technology are subject to expori controls under the laws and regulations of the United States
(U S ) Customer shall comply with such laws and regulations governing use, export, re-export, and
transfer of Skydio Products, services and technology and shall obtain all required U.S. and local
authorizations, permits, or licenses, Skydio and Customer each agree to provide ihe other such
information and assistance as may reasonably be required by the other in connection with securing
such authorizations and licenses, and to take timely action to obtain all required supporting
documentation.
Copyright O 2021 Skydio. lnc.
SKYDIO is a trademark and service mark of Skydio, lnc. Visit Skydio's Web Site at www.skydio.com
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Axon CommanderrM Software Appendix
License. Axon owns ali executable instructions, images, icons, sound, and text in Commander. All
rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively
for data communication with an Axon Device. Agency may use Commander in a networked
environment on computers other than the computer it installs Commander on, so long as each
execution of Commander is fordata communication with an Axon Device. Agency may make copies
of Commander for archival purposes only. Agency shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations.
Term. The Quote will detail the duration of the Commander license, as well as any maintenance.
The term will begin upon installation of Commander by Axon.
License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. Agency may not use Commander for any purpose other than as expressly
permitted by this Agreement. Agency may not.
7.1 modify, tamper with, repair, or otherwise create derivative works of Commander;7.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;7.3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;7.4 copy Commander in whole or part, except as expressly permitted in this Agreement;7.5 use trade secret information contained in Commander;7.6 resell, rent, loan or sublicense Commander;7.7 access Commander to build a competitive device or service or copy any features,
functions, or graphics of Commander; or7.8 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Commander or
any copies of Commander.
Support. Axon may make available updates and error corrections ("Updates") to Commander.
Axon will provide Updates electronically via the lnternet or media as determined by Axon. Agency
is responsible for establishing and maintaining adequate access to the lnternet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander.
Axon may provide technical support of a prior release/version of Commander for 6 months from
when Axon made the subsequent release/versron available.
Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with
any of the terms in this Agreement. Upon termination, Axon may disable Agency's right to login to
Axon Commander.
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Axon Application Programming Interface Appendix
Definitions.
"APl Client" means the software that acts as the interface between Agency's computer and the
server, which is already developed or to be developed by Agency.
"APl lnterface" means software implemented by Agency to configure Agency's independent API
Client Software to operate in conjunction with the API Service for Agency's authorized Use.
"Axon Evidence Partner APl, API or AXON APl" (collectively "APl Service") means Axon's API
which provides a programmatic means to access data in Agency's Axon Evidence account or
integrate Agency's Axon Evidence account with other systems.
"Use" means any operation on Agency's data enabled by the supported API functionality.
Purpose and License.
2.1 Agency may use API Service and data made available through API Service, in connection
with an API Client developed by Agency. Axon may monitorAgency's use of API Service
to ensure quality, improve Axon devices and services, and verify compliance with this
Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon
Agency's use of API Service. Agency will not use API Service for commercial use.2.2 Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide,
revocable right and license during the Term to use API Service, solely for Agency's Use in
connection with Agency's API Client.2.3 Axon reserves the right to set limitations on Agency's use of the API Service, such as a
quota on operations, to ensure stability and availability of Axon's APl. Axon will use
reasonable efforts to accommodate use beyond the designated limits.
3 Confiquration.Agency will work independently to configure Agency's API Client with API Service
for Agency's applicable Use. Agency will be required to provide certain information (such as
identification or contact details) as part of the registration. Registration information provided to Axon
must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's registration,
Axon will provide documentation outlining API Service information.
Aqencv Responsibilities When using API Service, Agency and its end users may not:4.1 use API Service in any way other than as expressly permitted under this Agreement;4.2 use in any way that results in, or could result in, any security breach to Axon,4.3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses,
malware, or any items of a destructive nature to Axon Devices and Services;4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the
servers or networks providing API Service;4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;4.6 create an API lnterface that functions substantiatly the same as API Service and offer it
for use by third parties;4.7 provide use of API Service on a service bureau, rental or managed services basis or permit
other individuals or entities to create links to API Service;4.8 frame or mirror API Service on any other server, or wireless or lnternet-based device,4.9 make available to a third-party, any token, key, password or other login credentials to API
Service;4.10 take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
5 API Content. All content related to API Service, other than Agency Content or Agency's API Client
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Master Services and Purchasing Agreement
content, is considered Axon's API Content, including:5.1 the design, struciure and naming of API Service fields in allresponses and requests;5.2 the resources available within API Service for which Agency takes actions on, such as
evidence, cases, users, or reports; and5.3 the structure of and relationship of API Service resources; and5.4 the design of API Service, in any part or as a whole.
Prohibitions on API Content. Neither Agency nor its end users will use API content returned from
the API lnterface to:6.1 scrape, build databases, or otherwise create permanent copies of such content, or keep
cached copies longer than permitted by the cache header;6.2 copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute,
publicly display, or sublicense to any third-party;6.3 misrepresent the source or ownership; or6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
API Updates. Axon may update or modify the API Service from time to time ("APl Update").
Agency is required to implement and use the most current version of API Service and to make any
applicable changes to Agency's API Client required as a resu[t of such API Update. API Updates
may adversely affect how Agency's API Client access or communicate with API Service or the API
lnterface. Each API Client must contain means for Agency to update API Client to the most current
version of API Service. Axon will provide support for 1 year following the release of an API Update
for all depreciated API Service versions.
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Title: Master Servi
Department: Legal
Version: 12.0
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Advanced User Management Appendix
Scope. Advanced User Management allows Agency to (a) utilize bulk user creation and
management, (b) automate user creation and management through System for Cross-domain
ldentity Management ('SCIM'), and (c) automate group creation and management through SCIM.
Advanqed User Manaqement Confiquration. Agency will work independently to configure
Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon willprovide general guidance to Agency, including documentation that details the setup and
configuration process.
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Release Date: 12/ 18/2O20
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Axon Channel Services Appendix
Definitions.
"Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
"Active Channel" means a third-party system that is continuously communicating with an Axon
Digital Evidence Management System.
"lnactive Channel" means a third-party system thatwill have a one-time communication to an Axon
Digital Evidence Management System.
Scope. Agency currently has a third-party system or data repository from which Agency desires to
share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's
third-party data into an Axon Digital Evidence Management System or the transfer of Agency data
out of an Axon Digital Evidence Management System as defined in the Channel Services
Statement of Work ("Ghannel Services SOW'). Channel Services will not delete any Agency
Content. Agency is responsible forverifying all necessary dala is migrated correctly and retained
per Agency policy.
Purpose and Use. Agency is responsible for verifying Agency has the righi to share data from and
provide access to third-party system as it relates to the Services described in this Appendix and the
Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third-
party system that may affect the functionality of the channel service, Any additional work required
for the continuation of the Service may require additional fees. An Axon Field Engineer may require
access to Agency's network and systems to perform the Services described in the Channel Services
SOW. Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
4 Proiect naoement Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Warrantv. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monitorinq. Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon
devices and services, prepare invoices based on the total amount of data migrated, and verify
compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure
from Axon Agency's use of channel services.
Aqencv's Responsibilities. Axon's successful performance of the Channel Services requires
Agency:
7.1 Make available its relevant systems for assessment by Axon (including making these
systems available to Axon via remote access);7.2 Provide access to the building facilities and where Axon is to perform the Channel Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives performing the
Channel Services permitting them to enter and exit Agency premises with laptop personal
computers and any other materials needed to perform the Channel Services);7.3 Provide all necessary infrastructure and software information (TCP/IP addresses, node
names, and network configuration) for Axon to provide the Channel Services;7.4 Ensure all appropriate data backups are performed;
7.5 Provide Axon with remote access to the Agency's network and third-party systems when
required for Axon io perform the Channel Services;7.6 Noti Axon of any network or machine maintenance that may impact the performance of
a ery
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the Channel Services; and
Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up{o-date
documentation and information to Axon (these contacts are to provide background
information and clarification of information required to perform the Channel Servicel).
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VIEVU Data Migration Appendix
Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to
move to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU soluiion
into Axon Evidence ("Migration"). Before Migration, Agency and Axon will work together to develop
a Statement of Work ("Migration SOW') to detailall deliverables and responsibilities. The Migration
will require ihe availability of Agency resources. Such resources will be identified in the SOW. On-
site support during Migration is not required. Upon Agency's request, Axon will provide on-site
support for an additional fee. Any request for on-site support will need to be pre-scheduled and is
subject to Axon's resource availability.
A small amount of unexposed data related to system information will not be migrated from the
VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported
before Migration and provided to Agency. The Migration SOW will provide further detail.
9!1.Io?" Axon is only responsible to perform the Services described in this Appendix and Migration
SOW. 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 the charges or
schedule,
Proiect Manaqement. Axon will assign a Project Manager io work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Downtime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount of data that Agency is migrating. Axon will work with Agency to minimize any
downtime. Any vIEVU mobile application will need to be disabled upon Migration.
Functionalitv Chanqes. Due to device differences between the VIEVU solution and the Axon's
Axon Evidence solution, there may be functionality gaps that will not allow for all migrated data to
be displayed the same way in the user interface after Migration
Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all
necessary data is migrated correctly and retained per Agency policy. Agency will have g0 days to
provide Axon acceptance that the Migration was successful, or Axon will deem the Migration
accepted.
ln the event Agency does not accept the Migration, Agency agrees to notify the Axon within a
reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. ln the
event Agency does not provide the Axon written rejection of the Migration during these g0 days,
Agency may be charged for additional monthly storage costs. After Agency provides acceptance of
the Migration, the Axon will delete all data from the VIEVU solution g0 days after the Migration.
Post-Miqration. After Migration, the VIEVU solution may not be supported and updates may not be
provided. Axon may end of life the VIEVU solution in the future. lf Agency elects to maintain data
within the VIEVU solution, Axon will provide Agency g0 days' notice before ending support for the
VIEVU solution.
Warrantv. Axon warrants that it will perform the Migration in a good and workmanlike manner.
9 Monitorinq. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices
and services, prepare invoices based on the total amount of data migrated, and verify compliance
with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon
Agency's use of Migration.
Title: Master
Department: Legal
5ervrces and Purcnasang Agreement
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Axon Support Engineer Appendix
Axon Support Enqineer Pavment. Axon will invoice for Axon Support Engineer ("ASE") services,
as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency.
Full-Time ASE Scope of Services.2.1 A Full-Time ASE willwork on-site four (4) days per week.2.2 Agency's Axon sales representative and Axon's Agency Success team will work with
Agency to define its support needs and ensure the Full-Time ASE has skills to align with
those needs. There may be up to a 6-month waiting period before the Full-Time ASE can
work on-site, depending upon Agency's needs and availability of a Full-Time ASE.2.3 The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency, and Agency is
current on all payments for the Full-Time ASE Service.
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration. Assisting with assigning cameras and registering docks. Maintaining Agency's Axon Evidence account. Connecting Agency to "Early Access" programs for new devices
Account Maintenance
' Conducting on-site training on new features and devices for Agency leadership team(s)
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program. Conducting weekly meetings to cover current issues and program status
Data Analysis
' Providing on-demand Axon usage data to identify trends and insights for improving daily
workflows
' Comparing Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support. Providing on-site, tier 1 and tier 2 technical support for Axon devices. Proactively monitoring the health of Axon equipment. Creating and monitoring RMAs on-site
Providing Axon app support
' Monitoring and testing new firmware and workflows before they are released to Agency's
production environment
Agency Advocacy
' Coordinating bi-annual voice of cusiomer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
Reqional ASE Scope of Services3.1 A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional ASE will also be available by
phone and email during regular business hours up to 8 hours per week.3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to
Agency, depending upon the availability of a RegionalASE.3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency and Agency is
current on all payments for the RegionalASE Service.
The RegionalASE service options are listed below:
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Account Maintenance
' Conducting remote training on new features and devices for Agency's leadership
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program
' Conducting weekly conference calls to cover current issues and program status' Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review,
discuss Agency's goals for your Axon program, and continue to ensure a successful
deployment of Axon devices
Direct Support. Providing remote, tier 1 and tier2 technical support forAxon devices. Creating and monitoring RMAs remotely
Data Analysis
' Providing quarterly Axon usage data to identify trends and program efficiency opportunities
' Comparing an Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy
' Coordinating bi-yearly Voice of Agency meetings with Device Management team. Recording and tracking Agency feature requests and major bugs
Out of Scope Services. The ASE is responsible to perform only the Services described in this
Appendix. Any additional Services discussed or implied that are not defined explicitly in this
Appendix will be considered out of the scope.
ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation
time per each calendat year. The ASE will work with Agency to coordinate any time off and will
provide Agency with at least 2 weeks' notice before utilizing any vacation days.
Title: Master servrces and Purcnasing Agreement
Department: Legal
Version : 12.0
Release Dale: t2/ IB/2020
Detween Axon and Agency
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JOEJ 94OA YAO4 4/+IUUAldOUU
010720-AXN
Sourcewell a;
Solicitation Number: RFp#010720
CONTRACT
This contract is between sourcewell, 2o2 l2th street Northeast, p.o. Box 219, staples, MN
56479 (sourcewell) and Axon Enterprise lnc., 17g00 N. 85th st., scottsdale, Az 8525s (Vendor)
Sourcewell is a State of Minnesota local government agency and service cooperative created
under the laws of the State of Minnesota (Minnesota Statutes Section 723A.2I) that offers
cooperative procurement solutions to its members. Participation is open to all levels of
governmental entity, higher education, K-12 education, nonprofit, tribal government, and other
public entities located in the United States and Canada.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to
Sourcewell and its Members (Members).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATIoN DATE AND EXTENStoN. This contract expires February 2L,2024, unless it is
cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional
one-year period upon request of sourcewell and with written agreement by Vendor.
c. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this
Contract.
2. EQUIPMENT, PRODUCTS, OR SERVTCES
A' EQUIPMENT, PRODUcrs, oR sERVtcEs. Vendor will provide the Equipment, products, or
Services as stated in its Proposal submitted under the Solicitation Number listed above.
vendor's Equipment, Products, or services proposal (proposal) is attached and incorporated
into this Contract.
All Equipment and Products provided under this contract must be new/current model. Vendor
may offer close-out or refurbished Equipment or Products if they are clearly indicated in
Vendor's product and pricing list. unless agreed to by the Member in advance, Equipment or
Products must be delivered as operational to the Member,s site.
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This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated,
sales and sales volume are not guaranteed.
B. LAWS AND REGULAT|oNS. All Equipment, products, or services must comply fully with
applicable federal laws and regulations, and with the laws of the state or province in which the
Equipment, Products, or Services are sold.
C. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free
from liens and encumbrances, and are free from defects in design, materials, and workmanship.
ln addition, Vendor warrants the Equipment, Products, and Services are suitable for and will
perform in accordance with the ordinary use for which they are intended. Vendor's dealers and
distributors must agree to assist the Member in reaching a resolution in any dispute over
warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the
expiration of the Vendor's warranty will be passed on to the Member.
D. DEALERS AND DISTRIBUTORS. Upon Contract execution, Vendor will make available to
Sourcewell a means to validate or authenticate Vendor's authorized Distributors/Dealers
relative to the Equipment, Products, and services related to this contract. This list may be
updated from time-to-time and is incorporated into this Contract by reference. lt is the
Vendor's responsibility to ensure Sourcewell receives the most current version of this list.
3, PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's
Proposal.
Regardless of the payment method chosen by the Member, the total cost associated with any
purchase option of the Equipment, Products, or..Services must always be disclosed in the pricing
quote to the applicable Member at the time of purchase.
when providing pricing quotes to Members, all pricing quoted must reflect a Member,s total
cost of acquisition, This means that the quoted cost is for delivered Equipment, products, and
Services that are operational for their intended purpose, and includes all costs to the Member,s
requested delivery location.
A. SHIPPING AND SHIPPING cosrs. All delivered Equipment and products must be properly
packaged. Damaged Equipment and products may be rejected. lf the damage is not readily
apparent at the time of delivery, Vendor must permit the Equipment and products to be
returned within a reasonable time at no cost to Sourcewell or its Members. Members reserve
the right to inspect the Equipment and Products at a reasonable time after delivery where
circumstances or conditions prevent effective inspection ofthe Equipment and products at the
time of delivery.
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Vendor must arrange for and pay for the return shipment on Equipment and products that arrive
in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally
delivers substandard or inferior Equipment or products. ln the event of the delivery of
nonconforming Equipment and Products, the Member will notify the vendor as soon as
possible and the Vendor will replace nonconforming Equipment and Products with conforming
Equipment and Products that are acceptable to the Member.
B. SALES TAX. Each Member is responsible for supplying the Vendor with valid tax-exemption
certification{s). when ordering, Members must indicate if it is a tax-exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection
of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to
sourcewell in a line-item format. Equipment, products, or services may be added or removed
from the Hot List at anytime through a Sourcewell Price and Product Change Form as defined
in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and
discontinued Equipment and Products as long as those close-out and discontinued items are
clearly identified as such. Current ordering process and administrative fees apply. Hot List
Pricing must be published and made available to all Members.
4. PRODUCTAND PRICING CHANGE REQUESTS
Vendor may request Equipment, product, or seryice changes, additions, or deletions at any
time' All requests must be made in writing by submitting a signed Sourcewell price and product
Change Request Form to the assigned Sourcewell Contract Administrator. This form is available
from the assigned sourcewell contract Administrator. At a minimum, the request must:
r ldentify the applicable Sourcewell contract numberr Clearly specify the requested change
r Provide sufficient detail to justify the requested changer lndividually list all Equipment, Products, or services affected by the requested
change, along with the requested change (e.g., addition, deletion, price change)r lnclude a complete restatement of pricing documentation in Microsoft Excel
with the effective date of the modified pricing, or product addition or deletion. The
new pricing restatement must include all Equipment, products, and services offered,
even for those items where pricing remains unchanged.
A fully executed sourcewell Price and product Request Form will be become an
amendment to this Contract and be incorporated by reference.
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5, MEMBERSHIP, CONTMCT ACCESS, AND MEMBER REQUIREMENTS
A. MEMBERSHIP. Membership in Sourcewell is open to public and nonprofit entities across the
United States and Canada; such as municipal, state/province, K-12 and higher education, tribal
government, and other public entities.
The benefits of this Contract should be available to all Members that can legally access the
Equipment, Products, or Services under this Contract. A Member's authority to access this
Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any
entity accessing benefits of this Contract will be considered a Service Member of Sourcewell
during such time of access. Vendor understands that a Member/s use of this Contract is at the
Member's sole convenience and Members reserve the right to obtain like Equipment, Products,
or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell membership
requirements and documentation and will encourage potential members to join Sourcewell.
Sourcewell reserves the right to add and remove Members to its roster during the term of this
Contract.
B. PUBLIC FACILITIES. Vendor/s employees may be required to perform work at government-
owned facilities, including schools. Vendor's employees and agents must conduct themselves in
a professional manner while on the premises, and in accordance with Member policies and
procedures, and all applicable laws.
6. MEMBER ORDERING AND PURCHASE ORDERS
A. PURCHASE ORDERS AND PAYMENT. To access the contracted Equipment, Products, or
Services under this Contract, Member must clearly indicate to Vendor that it intends to access
this Contract; however, order flow and procedure will be developed jointly between Sourcewell
and Vendor. Typically a Member wlll issue a purchase order directly to Vendor. Members may
use their own forms for purchase orders, but it should clearly note the applicable Sourcewell
contract number. Members will be solely responsible for payment and Sourcewell will have no
liability for any unpaid invoice of any Member.
B. ADDITIONAL TERMS AND CONDITIONS. Additional terms and conditions to a purchase order
may be negotiated between a Member and Vendor, such as job or industry-specific
requirements, legal requirements (such as affirmative action or immigration status
requirements), or specific local policy requirements. Any negotiated additional terms and
conditions must never be less favorable to the Member than what is contained in Vendor's
Proposal.
C. PERFORMANCE BOND. lf requested by a Member, Vendor will provide a performance bond
that meets the requirements set forth in the Member's purchase order.
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D' SPECIALIZED SERVICE REQUIREMENTS. ln the event that the Member requires service or
specialized performance requirements {such as e-commerce specifications, specialized delivery
requirements, or other specifications and requirements) not addressed in this Contract, the
Member and the Vendor may enter into a separate, standalone agreement, apart from this
Contract. Sourcewell, including its agents and employees, will not be made a party to a claim
for breach of such agreement.
E. TERMINATION OF PURCHASE ORDERS. Members may terminate a purchase order, in
whole or in part, immediately upon notice to Vendor in the event of any of the following
events:
1. The Member fails to receive funding or appropriation from its governing body at
levels sufficient to pay for the goods to be purchased;
2. Federal or state laws or regulations prohibitthe purchase or change the
Member's requirements; or
3. Vendor commits any material breach of this Contract or the additional terms
agreed to between the Vendor and a Member.
F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a
Member's purchase order will be determined by the Member making the purchase.
7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to
Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is
changed. The Account Representative will be responsible for:
Maintenance and management of this Contract;
Timely response to all Sourcewell and Member inquiries; and
Business reviews to Sourcewell and Members, if applicable.
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with
Sourcewell per contract year. The business review will cover sales to members, pricing and
contract terms, administrative fees, supply issues, customer issues, and any other necessary
information.
8. REPORT ON CONTRACT SALES ACTIVIW AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract
sales activity report (Report) to the Sourcewell Contract Administrator assigned to this
Contract. A Report must be provided regardless of the number or amount of sales during that
quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
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The Report must contain the following fields:
r Customer Name {e.g., City of Staples Highway Department);
. Customer Physical Street Address;
r Customer City;
. Customer State;
o Customer Zip Code;
. Customer Contact Name;
. Customer Contact Email Address;
r Customer Contact Telephone Number;
r Sourcewell Assigned Entity/Member Number;
. ltem Purchased Description;
. ltem Purchased Price;
r Sourcewell Administrative Fee Applied; and
. Date Purchase was invoiced/sale was recognized as revenue by Vendor
B. ADMINISTRATIVE FEE. ln consideration for the support and services provided by Sourcewell,
the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and
Services provided to Members. The Vendor will submit a check payable to Sourcewell for the
percentage of administrative fee stated in the Proposal multiplied by the total sales of all
Equipment, Products, and Services purchased by Members underthis Contract during each
calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo
and must be mailed to the address above "Attn: Accounts Receivable." Payments must be
received no later than forty-five (45) calendar days after the end of each calendar quarter.
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to
ensure that the administrative fee is paid on all items purchased under this Contract.
ln the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell
reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in
any subsequent solicitation. ln the event this Contract is cancelled by either party prior to the
Contract's expiration date, the administrative fee payment will be due no more than thirty (30)
days from the cancellation date.
9. AUTHORIZEDREPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer
Vendor's Authorized Representative is the person named in the Vendor's Proposal. lf Vendor's
Authorized Representative changes at any time during this Contract, Vendor must promptly
notify Sourcewell in writing.
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10, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPTETE
A. ASSIGNMFNT. Neither the Vendor nor Sourcewell may assign or transfer any rights or
obligations under this Contract without the prior consent of the parties and a fully executed
assignment agreement. Such consent will not be unreasonably withheld.
B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective
until it has been fully executed by the parties.
C. WAIVER. lf either party fails to enforce any provision of this Contract, that failure does not
waive the provision or the right to enforce it.
D. CONTRACT COMPLETF. This Contract contains all negotiations and agreements between
Sourcewell and Vendor. No other understanding regarding this Contract, whether written or
oral, may be used to bind either party.
E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent
contractors, each free to exercise judgment and discretion with regard to the conduct of their
respective businesses. This Contract does not create a partnership, joint venture, master-
servant, principal-agent, or any other relationship.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and
employees, harmless from any claims or causes of action, including attorneys'fees, arising out
of the performance of this Contract bythe Vendor or its agents or employees; this
indemnification includes injury or death to person{s) or property alleged to have been caused
by some defect in the Equipment, Products, or Services under this Contract to the extent the
Equipment, Product, or Service has been used according to its specifications.
12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting
procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years
from the end of this Contract. This clause extends to Members as it relates to business
conducted by that Member under this Contract.
13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act,
Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell
under this Contract and as it applies to all data created, collected, received, stored, used,
maintained, or disseminated by the Vendor under this Contract.
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lf the Vendor receives a request to release the data referred to in this article, the Vendor must
immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond
to the request.
14. INTELIECTUAL PROPERW
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Members
against any and all suits, claims, judgments, and costs instituted or recovered against
Sourcewell or Members by any person on account of the use of any Equipment or products by
Sourcewell or its Members supplied by Vendor in violation of applicable patent or copyright
laws.
15. PUBLICITY, MARKETING, AND ENDORSEMENT
A. PUBLlCITY.AnypublicityregardingthesubjectmatterofthisContractmustnotbereleased
without prior written approval from the Authorized Representatives. Publicity includes notices,
informational pamphlets, press releases, research, reports, signs, and similar public notices
prepared by or for the Vendor individually or jointly with others, or any subcontractors, with
respect to the program, publications, or services provided resulting from this Contract.
B. MARKETING. Any direct advertising, marketing, or offers with Members must be approved
by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to
this Contract.
C. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment,
Products, or Services.
15. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out ofthis Contract, or its
breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God
or other conditions that are beyond that party's reasonable control. A party defaulting under
this provision must provide the other party prompt written notice of the default.
lS, SEVERABILITY
lf any provision of this Contract isfound to be illegal, unenforceable, orvoid then both
Sourcewell and Vendor will be relieved of all obligations arising under such provisions. lf the
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remainder of this Contract is capable of performance, it will not be affected by such declaration
or finding and must be fully performed.
19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and
address unresolved contract issues as follows:
L Notification. The parties must promptly notify each other of any known dispute
and work in good faith to resolve such dispute within a reasonable period of time. lf
necessary, Sourcewell and the Vendor willjointly develop a short briefing document
that describes the issue(s), relevant impact, and positions of both parties,
2. Escalation. lf parties are unable to resolve the issue in a timely manner, as
specified above, either Sourcewell or Vendor may escalate the resolution of the issue to
a higher level of management. The Vendor will have thirty (30) calendar days to cure an
outstanding issue.
3. Performonce while Dispute is Pending. Notwithstanding the existence of a
dispute, the Vendor must continue without delay to carry out all of its responsibilities
under the Contract that are not affected by the dispute. lf the Vendor fails to continue
without delay to perform its responsibilities under the Contract, in the accomplishment
of all undisputed work, any additional costs incurred by Sourcewell and/or its Members
as a result of such failure to proceed will be borne by the Vendor.
B. DEFAULTAND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Member order under this Contract, in default:
Nonperformance of contractual requirements, or
A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party
claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated
or other damages. lf the default remains after the opportunity for cure, the non-defaulting
party may:
e Exercise any remedy provided by law or equity, or
. Terminate the Contract or any portion thereof, including any orders issued
against the Contract.
20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at
all times during the performance of this Contract with insurance company(ies) licensed or
authorized to do business in the State of Minnesota having an "AM BEST" rating ofA- or better,
with coverage and limits of insurance not less than the following:
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9
1
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t. Workers' Compensation and Employer's Liability.
Workers' Compensation: As required by any applicable law or regulation.
Employer's Liability lnsurance: must be provided in amounts not less than listed below
Minimum limits:
5500,000 each accident for bodily injury by accident
5500,000 policy limit for bodily injury by disease
5500,000 each employee for bodily injury by disease
2. Commercial General Liability lnsuronce. Vendor will maintain insurance covering
its operations, with coverage on an occurrence basis, and must be subject to terms no
less broad than the lnsurance Services Office ("lSO") Commercial General Liability Form
CG0001 (2001 or newer edition). At a minimum, coverage must include liability arising
from premises, operations, bodily injury and property damage, independent
contractors, products-completed operations including construction defect, contractual
liability, blanket contractual liability, and personal injury and advertising injury, All
required limits, terms and conditions of coverage must be maintained during the term
of this Contract.
Minimum Limits:
51,000,000 each occurrence Bodily lnjury and Property Damage
S1,000,000 Personal and Advertising lnjury
$2,000,000 aggregate for Products-Completed operations
S2,0oo,ooo general aggregate
3. Commerciol Automobile Liability lnsurance. During the term of this Contract,
Vendor will maintain insurance covering all owned, hired, and non-owned automobiles
in limits of liability not less than indicated below. The coverage must be subject to terms
no less broad than l5O Business Auto Coverage Form CA 0001 (2010 edition or newer),
Minimum Limits:
S1,000,000 each accident, combined single limit
4. Umbrello Insurance. During the term of this Contract, Vendor will maintain
umbrella coverage over Workers' Compensation, Commercial General Liability, and
Commercial Automobile.
Minimum Limits:
s2,000,000
5. Professional/Technical, Errors and Omissions, ond/or Miscellaneous Liobility.
During the term of this Contract, Vendor will maintain coverage for all claims the Vendor
may become legally obligated to pay resulting from any actual or alleged negligent act,
error, or omission related to Vendor's professional services required under this
Contract.
Minimum Limits:
S2,000,000 per claim or event
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S2,000,000 - annual aggregate
6. Network Security and Privacy Liability lnsuronce. During the term of this
Contract, Vendor will maintain coverage for network security and privacy liability. The
coverage may be endorsed on another form of liability coverage or written on a
standalone policy. The insurance must cover claims which may arise from failure of
Vendor's security resulting in, but not limited to, computer attacks, unauthorized
access, disclosure of not public data - including but not limited to, confidential or
private information, transmission of a computer virus, or denial of service.
Minimum limits:
S2,000,000 per occurrence
$2,ooo,ooo annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling
Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must
furnish to Sourcewell a certificate of insurance, as evidence ofthe insurance required under this
Contract. Priorto expiration of the policy(ies), renewal certificates must be mailed to
Sourcewell, 2O2 12lh Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the
Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by
a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include
there will be no cancellation, suspension, non-renewal, or reduction of coverage without thirty
(30) days' prior written notice to the Vendor.
Upon request, Vendor must provide to Sourcewell copies of applicable policies and
endorsements, within ten (10) days of a request. Failure to request certificates of insurance by
Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves
Vendor of its duties and responsibilities in this Contract.
C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY
INSURANCE CLAUSE. Vendor agrees to name Sourcewell and its Members, including their
officers, agents, and employees, as an additional insured underthe Vendor's commercial
general liability insurance policy with respect to liability arising out of activities, "operations," or
"work" performed by or on behalf of Vendor, and products and completed operations of
Vendor, The policy provision(s) or endorsement(s) must further provide that coverage is
primary and not excess over or contributory with any other valid, applicable, and collectible
insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or
otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional
insureds for losses paid under the insurance policies required by this Contract or other
insurance applicable to the Vendor or its subcontractors. The waiver must apply to all
deductibles and/or self-insured retentions applicable to the required or any other insurance
tl
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maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require
similar written express waivers of subrogation and insurance clauses from each of its
subcontractors.
E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either
providing a primary policy or in combination with umbrella/excess liability policy(ies).
F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of $10,000 is subject to
Sourcewell's approval.
21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this
Contract must comply fully with applicable federal laws and regulations, and with the laws in
the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid status on all required federal, state, and local
licenses, bonds, and permits required for the operation of the business that the Vendor
conducts with Sourcewell and Members.
22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in
writing certain information to Sourcewell related to bankruptcy actions. lf at any time during
this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in
writing.
Vendor certifies and warrants that neither it nor its principals are presentty debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs
operated by the State of Minnesota, the United States federal government, or any Member.
Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal
offense related to the subject matter of this Contract. Vendor further warrants that it will
provide immediate written notice to Sourcewell if this certification changes at any time.
23. PROVISIONS FOR NON.UNITED STATES FEDERAL ENTIW PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Members that use United States federal grant or FEMA funds to purchase goods or services
from this Contract may be subject to additional requirements including the procurement
standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements
for Federal Awards, 2 C.F.R. 5 200. Members may also require additional requirements based
on specific funding specifications. Within this Article, all references to "federal" should be
interpreted to mean the United States federal government. The following list only applies when
t2
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a Member accesses Vendor's Equipment, Products, or Services with United States federal
funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. 5 60, all
contracts that meet the definition of "federally assisted construction contract" in 41 C.F.R. 5 60-
1.3 must inciude the equal opportunity clause provided under 41 C.F.R. 560-1.4(b), in
accordance with Executive Order'J.7246, "Egual Employment Opportunity'' (30 FR 12319,
12935,3 C.F.R, 5, 1964-1965 Comp., p.339), as amended by Executive Order 1,1375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," and implementing
regulations at 41 C.F.R. 5 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor." The equal opportunity clause is incorporated
herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. S 3141-3148). When required by federal
program legislation, all prime construction contracts in excess of 52,000 awarded by non-
federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. S
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations {29 C.F.R. 5 5,
"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). ln accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made bythe Secretary of Labor. ln addition, contractors must be required to pay
wages not less than once a week. The non-federal entity must place a copy ofthe current
prevailing wage determination issued by the Department of Labor in each solicitation. The
decision to award a contract or subcontract must be conditioned upon the acceptance ofthe
wage determination. The non-federal entity must report all suspected or reported violations to
the federal awarding agency. The contracts must also include a provision for compliance with
the Copeland "Anti-Kickback" Act (40 U.S.C. 5 3145), as supplemented by Department of Labor
regulations {29 C.F.R. $ 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"), The Act provides that
each contractor or subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non-federal entity must report
all suspected or reported violations to the federal awarding agency. Vendor must be in
compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HoURs AND SAFETY STANDARDS ACr (40 U.S.c. S 3701-3708). Where
applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.5.C. 5 37O2 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. S 5).
Under 40 U.S.C. 5 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. 5 3704 are applicable to construction
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work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence. This provision is
hereby incorporated by reference into this Contract. Vendor certifies that during the term of an
award for all contracts by Sourcewell resulting from this procurement process, Vendor must
comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. lf the federal award
meets the definition of "funding agreement" under 37 C.F,R. S 407,2(a) and the recipient or
subrecipient wlshes to enter into a contract with a small business firm or nonprofit organization
regarding the substitution of parties, assignment or performance of experimental,
developmental, or research work under that "funding agreement," the recipient or subrecipient
must comply with the requirements of 37 C.F.R. g 401, "Rights to lnventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency. Vendor
certifies that during the term of an award for all contracts by Sourcewell resulting from this
procurement process, Vendor must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. S 7401-767tQ.) AND THE FEDERAL WATER POLLUTTON CONTROL
ACT (33 U.S.C. 5 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require
the non-federal award to agree to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. 5 7401- 767J,ql and the Federal Water Pollution
Control Act as amended (33 U.S.C. 5 1251- 1387). Violations must be reported to the Federal
awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor
certifies that during the term of this Contract will comply with applicable requirements as
referenced above.
F. DEBARMENTAND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award
(see 2 C.F.R. S 180.220) must not be made to parties listed on the government wide exclusions
in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R.
5180 that implement Executive Orders 12549 (3 C.F.R. g L986 Comp., p. 189) and 12689 (3
C.F.R. 5 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared
ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor
certifies that neither it nor its principals are presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded from participation by any federal
department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. 5 1352). Vendors must file
any required certifications. Vendors must not have used federal appropriated funds to pay any
person or organization for influencing or attempting to influence an officer or employee of any
agency, a member of Congress, officer or employee of Congress, or an employee of a member
of Congress in connection with obtaining any federal contract, grant, or any other award
Rev.4/207g
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covered by 31 U.S.C. 5 1352. Vendors must disclose any lobbying with non-federal funds that
takes place in connection with obtaining any federal award. Such disclosures are forwarded
from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures
required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. $
13s2).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with
the record retention requirements detailed in 2 C.F.R. 5 200.333. The Vendorfurther certifies
that it will retain all records as required by 2 C.F.R. I 200.333 for a period of three (3) years
after grantees or subgrantees submit final expenditure reports or quarterly or annual financial
reports, as applicable, and all other pending matters are closed.
L ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor
must comply with the mandatory standards and policies relating to energy efficiency which are
contained in the state energy conservation plan issued in compliance with the Energy Policy
and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply
with all applicable provisions of the Buy American Act. Purchases made in accordance with the
Buy American Act must follow the applicable procurement rules calling for free and open
competition.
K. ACCESS TO RECORDS (2 C.F.R. S 200.336). Vendor agrees that duly authorized
representatives ofa federal agency must have access to any books, documents, papers and
records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this
Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right
also includes timely and reasonable access to Vendor's personnel for the purpose of interview
and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. I2O0.3221. A non-federal entity that is
a state agency or agency of a political subdivision of a state and its contractors must comply
with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act. The requirements of Section 6002 include procuring only items designated in
guidelines ofthe Environmental Protection Agency (EPA) at 40 C.F.R. 5 247 that contain the
highest percentage of recovered materials practicable, consistent with maintaining a
satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the
value of the quantity acquired during the preceding fiscal year exceeded 510,000; procuring
solid waste management services in a manner that maximizes energy and resource recovery;
and establishing an affirmative procurement program for procurement of recovered materials
identified in the EPA guidelines.
24. CANCELLATION
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Sourcewefl or Vendor may cancel this Contract at any time, with or without cause, upon sixty
(50) days' written notice to the other party. However, Sourcewell may cancel this Contract
immediately upon discovery of a material defect in any certification made in Vendor's Proposal
Termination of this Contract does not relieve either party of financial, product, or service
obligations incurred or accrued prior to termination.
Sourcewell
By:SdutwtS
Jere my
Title: Director of Operations &
Axon Enterprise lnc.
f-Docusigned by:
Bu. i /l44lt tu"orial
u8a2647508:63!87Matt Morstao
Title: VP of Sales Operations
Procu
Date:
rement/CPo
2/L9/2620 I 7:59 Pr4 csr Darc.2/25/2020 I 5:19 PM csr
Aonroved:
;,ftty,*J;,#*
Chad Coauette
Title: Executive Director/CEO
Darc.2/19/2020 | 8:03 pM csr
16
Rev.4/2079
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Vendor Details
CompanyName: Axon Enterprise, lnc.
Does your company conduct
businessunderanyothername? lf AZ
yes, please state:
17800 N. 85th Street
Address:
Scoftsdale, fuizona 85255
Contact: Sales Ops
Email: contracts@axon.com
Phone: 480-905-2000
Fax 480-991-0791
HST#: 86-0741227
Submission Details
RFP 010720 - Public Safety Video Surveillance Solutions with
Related Equipment, Software and Accessories
Created On:
Submifted On:
Submitted By:
Email:
Transaction #:
Submitte/s lP Address:
Bid Number: RFP 010720
Thursday November 07, 2019 1 1 :59:02
Monday January 06,2020 14i07:20
Sales Ops
contracts@axon.com
a4 a22f f c- a3f h 4 a 1 9-97b 1 -c7ee7cdcfO84
74.206.119.243
Vendor Name: Axon Enterprise, lnc.
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Specifications
Table 1: Proposer ldentity & Authorized Representatives
Table 2: Company lnformation and Flnancial Strength
Llno
Itom Quostion Rogponio'
1 Proposer Legal Name (and
applicabl€ d/b/a. if 6nv):
Axon Enterprise, lnc.
Proposer Address:17800 N 85tl St.
Proposer website address:w.axon.@m
4 Proposeds Authorized
Reprosentative (name, title,
address, email address & phone)
Cfhe representalive must bave
authority lo sign the "Propossr's
Assuran€ of Compliance" on
behalf of the Proposer):
MaC Mo6tad, VP of Sales Operations
17800 N 85$ St.
Smttsdale, PA 85255
800-978-2737
5 Proposeis primary contact for this
proposal (name, title, address,
email address & phone):
Verooica Lorenzen, Proposal Manager
17800 N 85th St., Scotlsdale, AZ,85255
vlor€nzen@axon.com, 48G5'l S63 1 1
6 Propose/s other @niacts for thls
proposal, if any (name, liUe,
address, email address & phone):
Allen Sllp€r, Amunt Exedjtive
17800 N 85lh St., Scottsdale, AZ,85255
asliper@axon,com, 858-35&3228
Bid Number: RFP 010720 Vendor Name: Axon Enlerprise, lnc.
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Provide a detailed description of the producls
and servi€s that you are offering in your
proposal.
Bid Number: RFP 010720
Axon is offering a number of products that will fit the needs of Souruwell membere.
We hav6 d€tailed our various offgrings under the h€aders below.
EVIDENCE
sharing features. When storage needs increase, lhe cloud-based system
and cosfeffectively.agencies to s6le instantly
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levels of acess to features
a@ss control syslem built into the solution. Each Axon
rol€. Roles detemine a use/s permissions, which mntrol
and functions. Additionally, Axon Evidence provides many security features to secure
digital evidene including password mmplexity requirements, failsd login limits, and
enfored timeout settings. Multi-factor authentimtion (MFA) options aro also
Vendor Name: Axon Enterprise, lnc.
Provide a brief history of your
your company's @re values,
philosophy, and industry longevity
to the requested equipment, products
serurces.
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Docusign Envelope lO:9D428523 5BE5 4484 9484 474FCOA7A60A
Bid Number: RFP 010720
lrcnfigurable lor user login and prior to adminislrative actions. Evadence data is
hashed (SHA) to ensure a robust chain of custody. Original evidence data is never
changed. Ajl modilications are handled by feating new, derivative files.
Axon Evidence provides useB with easy, skaightfoMard meihods oI searching,
reviewing, managing and sharing digital evidene. Axon Evidence uses €tegory
types to organized stored video, simplifying the search process for your agency
useE. All €tegories are set by your agency to reflect your policies and desired
slructure. This mtegorjzation also facilitates database management by automatically
ensuring that only relevant evidene is relained in the system. Every event that is
€ptured and uploaded to Axon Evidenc €n be assigned a mt€gory to determine
how long it is retained in the system. Proper c€tegorization is important to €nsure
that incidents remain in the system for the appropriate amount of time. Categories
include policy settings for evidence retention and restricted acc€ss for especially
sensitive eviden€.
Additionally, numerous metadata tags mn be applied to evidentiary a$ets, These
metadata fields are included in the searching intorface to help you loste lhe
eviden€ you need quickly and afficienuy. lD, title, notes and tags are free text, user-
defined values. Custom metadata fields wlll also be available to narow search
results on the advanced search page.
Axon Evidence features a full redaction suite natively within lhe appll€tion allowing
users to redact what €n be seen and heard in video eviden@ files. Axon EMdence
never alteB the original video evidene flle when you create a clip or a redaction.
Authorized users will have amss to automated redaction and skin bluring redaction.
Redactjon Studio tools lnclude optlons for frameby-frame manual redaction, Sprdy
Paint redaction (manual redaction dudng playback), realtime object-tacking redaction,
and audio lile redaction. Editing tools include the ability to create markeB and clips,
update or add mebdata (e.9., notes, title, lD) and create photos from video stilts.
A@ss Lists control intemal and external user access to fil€s in Axon Evidence.
Each piec€ of evidene has its own acc€ss list, so you can individually manage
a@ess as needed. You can set the sharing duration perlod and the access level lo
the file shared (e.9., share or download).
Axon Evidene is a turnkey digital evidence management solution, so il acts as a
single repository for all your digital evidence. Axon-mptured video and digital
evidence files (such as crime scene photos, documents and third-party video) €n all
be managed from one place - Axon Evidence.
AXON BODY 3
The A;on Body 3 utilizes a new image sensor and improved mitrophones to provide
the highest quality evidence, especially in lowlight environments. Enhanc€d devi€
intelligence and Axon Signal wir€less actjvation capability allows officers to focus on
the situations at hand.
Axon Aware is Axon's new real-time situational awareness technology. The €mera is
coonected lo LTE - similar to a cell phone - and can liv€stream to Axon Evidence
instantansusly so that authorized superuisors, incident ommanders, reaLtlme cdme
centers or other designated resources have better information from the field. This
LTE €pabilily also opens the door for a wide variety of potential future features,
including critical oviden€ offloading from the field, "find my camera" locator
func'tionality, and much more lhat will be added in fulure f;mware releases. Other
Axon Awafe features include real-time alerts and notill€tions, including gunshot
detection. Additional spabilities will be add€d over time, and Axon Aware itself will
also eventually be incorporated into other Axon products.
Axon Aware featurss require a separate subscription, of which there are two tiers,
Aware and Axon Aware+. The specific capabilities within each tier will evolve
time, bul the main difforen@ as it relates to policy development is that the
Aware+ tier enables livestreaming from all Axon Body 3 cameras, while the
Aware lier d@s not.
How do6s Axon Aware work in a real-world situation? ln tha field, let's say an officer
gets a call of a domestic disturbance and begins a re@rding. Back at the station, a
superuisor opens the Aware tab in Axon Evldence; the live map shows the office/s
GPS marker and other camera details. As tha otficer arivos on sene, he is
mnfrontod by the DV suspect and broad€sts a quick but incomplete radio €ll. The
Vendor Name: Axon Enterprise, lnc.
Axon
over
Axon
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superuiso. activates livestreaming and sees lhe hoslile suspect advancing on the
officer. The offier is notified through feedback on the device that the video is being
livBstreamed. The superuisor radios backup to respond Code 3 as she also heads
to your lo€tion. She broadcasts the description of the assailant to dispatch and
other responders. Backup arives in time to help take the suspect into custody
without further incident.
The Axon Body 3 also includes new security features, which provide greater device
security for daia on the camera, in transit, or in the cse that the €mera is lost or
stolen. The solution allows for faster offload and recharge in comparison to other
products on the market.
Other features and benefits of lhe Axon. lmproved Video: Provides up to 4x
Body 3 include:
better video quality. Multi-Microphone Audio: Provides ultra{lear audio remrding. Unmatched Durability: Built to withstand extreme weather. Full-Shift Battery; Never worry about battery life in the field. Pre-Event Buffer: Conllgurable up to 120 seconds with optional audio €pture! Advanced Detection & Wireless Activity: Greater device awareness allows for
broader mmera activation melhods. High Speed Offoad & Charging: OfJIoad evidence and charge quickly. On- Device Encryplion. Advanc€d Telemetry: Embedded GPS and ac€leromet€r. Dock: Dock supports offload and charging of up to eight cameras. Vereatile Mounts: New mount keeps the €mera secure without magnets or
puncturing shirts
AXON BOOY 2
The Axon Body 2 is a self-mntained audio-visual body-wom camera unit witit no
axtemal wires. Numerous mounting options are offered and aGommodate unifoms,
belts, outeMear including jackets, and tacti€l and SWAT vests wilhout any alteration
to equipment.
The Axon Body 2 was designed specifi€lly for use in tactical policing situations to
€pture events as seen by lhe offi@r. Activation of event remrding is simple and
accessible, making il easy for offcers to operate the device in high-stress situations.
Remrdings are iniliated with a single evsnt button located on the front of the devic€,
so an officer can easily reach it with one hand.
The solution supports a Dock & Walk Workflow. At lhe end of a shift, officers insert
their cameras inlo the Axon Dock. The dock charges the camsras and updates
Rrmware, while securely uploading videos.
FEATURES & BENEFITS
' HD Video: The industry's best lowlight video records in 1080p HD
' Full-shift Battery: Lasts for a tull shift (over 12 hours)
' Configurable PreEvent Buffer: Caphrre up to 2 minutes before an event
' Dual-Chann€l Audio: CameE remrds two audio channels
Signal Wireless Aclivation: Cameras start remrding automati€lly based on
trigqe6
Optional Mute: Disable audio in the field to support dual-party
field with
. Axon
pre-defined
6nsent
Axon ViewMobile Applications: Tag and replay
RapidLock Mounts: Versatile mounts
keep the camera steady
videos from the
are designed for vereatility and comfort,
TECHNICAL SPECIFICATIONS. Field of View: 143 Degrees. Remrding Capacity: Up to 70 Houre Depending on Resolution
' Video Quality: 30 frames per semnd; resolulion spanning 480p - 1080p
' Battery: Rechargeable lithium-ion polymer battery (3000 mAH capacity). Weather Resistanc€: IEC 60529 lP67 (dust, water); MIL-STD-810G (Salt fog)
' Humidity: 95% non-condensing
' Operaling Temp€mture: 4'F 10 122'F [-20 'C To 50 'Cl
' Rugg€d: Drop tested from up to 6 Feet - €mera is housed in high-impact
polymer
AXON FLEX 2
The Axon Fl€x 2 is a point-of-view €mera that provides multipl€ options for wearing
the 6mera to suit your officeB'needs in the field. The 120'fi6ld of view lens
€ptuGs ev€nts as experiened by ths wearer.
The camera is connected to a mntroller, which houses the battery, with one cable_
The Axon Flex 2 camera can be mounted on Oakley Flak Jacket@ glasses, ball
€ps, unifom collars and epauletles, a lowrider headband, on a vest, and motorcycle
Vendor Name: Axon Enterprise, lnc.
uocu)tgn Enverope tut vu+zoozJ cbEc c4oA vAo4 4/4ruuA/6buu
Bid Number: RFP 010720
and SWAT helmets.
The solution supports a Dmk & Walk Workiow. At the end of a shift, officers insert
their mmeras into lhe Axon Dock. The dock charges the cameras and updates
firmware, while securely uploading videos.
AXON FLEX 2 FEATURES & BENEFITS. HD Video - The industry's best lowlight video re@rds in 1080p HD. Full-shift Batlery - Lasts for over 12 hours coverjng an enlire shift. Conllgurable Pr*Event Buffer - Caplure up lo 2 minutes before an event. Dual-Channal Audio: Camera remrds two audio channels. Axon Signal Wireless Activation - Cameras start rsmrding automatically based
on pre-defined triggers. Optional Mute - Disable audio in the field to support dual-party consent. Mobile Appli€tion - Tag and replay videos with the Axon View mobile app. RapidLock Mounts - The system uses versalile mounts designed for versatility
and comfort, while keep lhe €mera steady
IECHNICAL SPECIFICATIONS, Field of View - 120 degrees. Remrding Capacity - Up to 70 Hours depending on resolution. Video Quality - 30 frames per second; resolution spanning 480p to 1080p. Batt€ry - Rechargeable lilhium-ion polymer battery (3600 mAh capacity). Weather Resistance - IEC 60529 IP54 (dust, rain); MIL-STD-810G (Salt fog). Humidity - 95 perent non-mndensing
' Operaiing Temperature - 4' F lo 122" F l-20' C to 50" CI. Drop T6st - Up to 6 feet; devies are hous€d in high-impact polymer. Dimensions * conholler (D1) 0.94 in, (D2, 1.14 in, (W) 2.45 in, (H) 3.0 in;
Camera: (L) 2.9 in, (H) 0.75 in, (W) 0.74 in
' Weight - Controllen 4.4 oz., Camem: 0.88 oz
AXON FLEET
Axon Fle6t integrates effortlesly with Axon body-wom €meras to optimiz€
Functjonality and utilizes soflware driven features to minimize the costs and mnsfaints
of excessive hardware components. Axon Fleet 2 is more than just a dash €meE;
fs part of a powedul platform lhat connecls mobile, cloud, and wearable
lechnologles. The €meras fealure wide-angle lenses and HD video to ensure top
quality recording.
Axon Fleet includes fronl and back €meras with fgatures like intared and zoom.
And it offers you lhings you don't always associate with in-€r systems, liks simple
pricing, over-the-air updates so you never have to worry about manual work, and
integrations with Axon'B body cameras and eviden@ management syslem to save
you time. The rotatable ftont camera's low-profile design and improved mounting
maximizes lhe offi@/s fi€ld of viaw and provides clear, slabl€ vid6o. lts digital zoom
makes license plates readable at up to 30 feet.
edaction. digital verifi€tion, and audit logs.
Axon Flet includes handsftee €mera activation via Axon Signal iechnology with
configurabls higg€6, including such as light bar activation, door, vehicle speed,
aceleration, crash and weapon rack. F@us on the task at hand and spend less
Ume managing technology.
Fleet 2 do€sn't lnclude a DVR, saving you precious space ln your vehicle. Str€am,
tag, and replay any mmera's videos, plus write notes and upload footage, right ftom
your MOT with lhe Axon View XL application.
You won't n€ed to spond tjme c€t€gorizing videos - with Auto-Tagging, all Fleet and
be tagged automati€lly using data fom your CAD orqxon body camera videos will
RMS system.
Multicam playback allows videos that were recorded by ditferent body-worn and in-€r
mmeras (in the same localion and time) to be played back iogether in Axon
Evidence, allowing useE to view an incident tom muttiple vanlage points. Since each
/ideo can have its om audio feed, the audio selector in ths contor of the media
playe. controls is used to select which audio track is used during playback.
\xon body-worn and in-car cameras work either as standalone devices or in
rniunction with one anoth6r. The two systems integrate seamlessly, extending lhe
Vendor Name: Axon Enterprise, lnc.
uoouolglr ErveluPe ru, vu4zoaz) ootro 44oA yAo4 4/{ruuAr oouu
Bid Number: RFP 010720
overall €pabilities ol the Axon Evidence e6system. This cro$ functionality allows
use6 to categorize and label video on both Fleet and body €meras from the Axon
Mew XL software appli€tion. When uploaded to Axon Evidence metadata added in
the field js ingestad with the video flles.
AXON INTERVIEW
The needs of our law enforcement customers guide our wot*, as is cleady illustrated
in the design of Axon lnteruiew, ou. in-precinct eviden€ €pture solution. We have
found that the challengs faced by our customeF enter around three hings: the
quality of evidence eptured, the sase of managing that evidence, and the security of
data storage and backup.
There is no dis@unling the importance of quality when it @mes to digital evidene
c€pture. Axon and the interview mom dgvelopment team spent muntless hou6
designing a solution io deliver technology thal doesn't mmpromise on quality for the
sake of mst or usability. Our cameras are offered in several overt and covert
mnfigurations to capture multiple peEpectlves,
your stakeholders for
and each on6 will give you the detail
and reliabili9 requked by your digital eviden@.
The technology inftastruclure of the Axon lnteruiew solution is Axon Eviden€, a cloud-
based digital evidene management software acmmpanied by built-in onsite
r€dundancy for aven more peam of mind. All you need to a@ss a @mprehensive
evidene management toolkit is an intemet browser. Axon Evidence ofiere powerful
data searchability, integrated redaction, transcdp{on seruices, automatic retentjon
period asslgnment, unlimited €tsgories, configurable user protiles, and many other
advanced features. All activity is tracked by a tull audit trail in the c.Jl$@mpliant
Axon Evidene platfom.
Axon Evidencs makes inteNiew recordings more aeessible to your agency use6,
which makes your use6 more productive. Your evid€nc€ can now be uploaded,
viewed, clipped, redacted, and shared by any authorized user. You can also live
stream from up to four mmeras al the same time.
Security is the most important part of managing your evidene. Chain of custody
mnsideEtions require ihat your selected technology solution wo* for you, not against
you. The Axon lnteMew solution keeps your evidence data securs, from €pture to
mudr@m.
Onsite daia redundancy ensures that your €meras never miss a moment of critjcal
evidence. Axon lnteruiew leverages your agency's local network to remrd inteMews,
using two recording seo€rs. Once the interyiew is don6, the foolags will automatically
ldgger offload to Axon Evidence. Within Axon Evidenc€, your evidence will be
available for your management, retrieval, and sharing within our CJ|S-compliant
nfEstructure,
ACCESSORIES
CXON BODY 3 DOCK
The Axon Body 3 Dock provides a network mnnection for Axon Body 3 €meras lo
lhe Axon Body 3 Dock only functions as
network switch, and charger. This allows
any Axon Body 3 Dock, and still connect
video.
There are two types of Axon Body 3 Docks; a 1-Bay and an &Bay ve6ion.
AXON BODY 2 OOCK
The Axon Body 2 Dock provides a network @nnection for Axon Body 2 €meras to
Axon Evidence, so lhe €meras can upload evidsnce and download camera updales.
Vvhile informalion is securely transfered to your organization's ac@unt, the dock also
recharges the camera's battery. At the conclusion of an offie/s shift, they will place
their Axon €mera into th6 Axon Dock.
. AII ommunietion betwoen the dock and Axon Evidene will be mnducted over
256-bit AES encryption.. A SHA-2 cryptographic hash function is applied to each MP4 video €ptured;
this functions as a digital fingerprint for each video captured.. As the MP4 video tile is uploaded, il is broken into small blocks of data. At
he mmpletion of each block uploading, a SHA-2 hash tunction is applied lo ensure
ruthenticity and that data has uploaded in its entirety-
Vendor Name: Axon Enterprise, lnc
an Elhemet adapter, an unmanaged
any Axon Body 3 camera to be docked in
to your Axon Evidence acmunt to upload
DocuSign Envelope ID: 9D428523 58ES 448A 9484 474FCDAl8600
Bid Number: RFP 0'10720
. ln the event of an internet service inlemption, lhe upload will resume at the last
sumessful block. This includes if an officer must remove their Axon camera from the
Dock mid-upload.. At the completion of the upload, the same method lhat was used to validate lhe
blocks, a contiguous checksum of the entire file will be evaluated to ensure that the
MP4 file has been uploaded successfully and identiml to when it was remrded.. The SHA-2 cryptographic hash funciion is applied to ensure authenticity and that
the complete file has uploaded.. Once files are verifled, they are deleted from the Axon camera.
There are two types of Axon Body 2 Docks; a 'l-Bay and a 6-Bay ve6ion. Each
veGion comes with a dock core pie@, which the bays connect with.
AXON FLEX 2 DOCK
The Axon Flex 2 Dock provides a network connection for Axon Flex 2 cameras to
Axon Evidence, so the cameras cn upload evidene and download camera updates.
While infomation is securely transfened to your organization's ac6unt, the dock also
recharges lh€ €mera's battery. At the @ndusion of an officeis shift, thay will pla€
their Axon €mera into the Axon Dock.
. All mmmunication belween the dock and Axon Evidene will be @nducted over
256-bit AES sncryption.
succ€ssful block. This includ€s it an officer must r€move lheir Axon c€mera fom the
Dock mid-upload.. At the completion of the upload, the same method lhat was used to validate the
blocks, a contiguous checksum of lhe entire file will be evaluated to ensure lhat the
MP4 file has been uploaded su@sstully and identi€l to wh€n lt was recorded.. . The SHA-2 cryptographic hash function is applied to ensure authenticity and that
the complete file has uploaded.. One liles are verified, they are deleted from the Axon camera.
There are two types of Axon Flex 2 Docks; a 1-8ay and a 6-Bay version. Each
vereion comes with a dock mre piece, which the bays connect with. The bays
mntain a slot both for the mmera and for the battery.
AXON BODY CAMEM MOUNTS
Axon offe6 a
security in
provide more
are designed
@ntlollen. Z-Bracket Mounl: The Z-Bracket Mount inserts between the buttons of a shirt.
This mount is available in both male and female uniform ori€ntations.
easily to uniform shirt pockeG of varjous sizes.. Clip Mount: The Clip Mount is simple in design and easy to fasten. This mount
pemits numerous mounting locations for non-tactj€l use.. Velcro Mount: The Veltro Mount attiaches to uniforms and vests with Velcro
patches. Note that the back of the mount must be sewn onto or olheruise atfixed to
the unifom.
The following mounts are designed to be used with the Axon Flex camera portion
and offer flexibility:. Oakley Eyewear Mount: The Flex 2 €mera mn be attachad to Oakley Flak
Vendor Name: Axon Enterprise, lnc.
variety of mounts to suit individual needs. Some mounts are optimized
tacti€l situations (Z-Bracket, Magnet, and Molle Mounts), while others
veBatilib/ (Shirl Pocket, Clip, and Velcro mounts). The following mounts
to be used with lhe Axon Body 3, the Axon Body 2, or the Axon Flex
uocusrgn Envetope tut 9|J42a523 5BE5 44dA 9Aa4 4/4FCUA/ts600
Bid Number: RFP 010720
Jacke@ gla$es with the Oakley Eyewear Mount. This mount positions the camera at
ey*level, designed to €pture the offce/s direct point-of-view.. Ball Cap Mount: The Flex 2 €mera can be worn with offcer headgear,
including ball €ps, using lhe magnetic Ball Cap Mount. One magnetjc clip is placed
on the inside of the €p while the rest of the assembly overlaps on the outsjde, held
securely in plac by magnelic force. The emera clips into the outer assembly and
sits near the offier's eyelevel.. Lowider Headband Mount: The Lowrider Headband Mount is a comfortable
frame that wraps around the back ot the head with a Flex 2 mmera clip mounted
on the front end. Like the OakJey Eyewear Mount, the headband plaes the camera
at eye-level to €pture an officeds lru€ p€rspective of 6vents.. Collar Mounl: The Collar Mount consists of a magnetic clip with an attached
Flex 2 ame? clip and a metal collar suppoft bar designed to wrap undemeath the
mllar (around the back oI the neck) for stability. The magnetic clip attaches to the
shirt mllar to mount the camera above shoulder{evel.. Epauletle Mount: lf an officeis unifom shid has epaulettes, the Flex 2 €mera€n attach to the shirt with the Epaulette Mount. The mount en be positioned to
place lhe mmera above or below the epaulette to Gpture the desired peBpective.. Over Vest Mount: The Over Vest Mount attaches to vests wom in the field. ln
iacti€l sjtuations, this mount provides the same level of stability and accessibility as
the epaulette mount.. Helmet Mount: The Helmet Mouni attaches the cmera to most smooh, hard
surfaes, like helm€ts, using a suction mechanism. The mount can be placed
anwhere on the gear lhat can achieve suction.. SWAT Mount SWAT offieG know better than anyone that body-wom mmeras
AXON SIGNAL
Axon Signal technology enables Axon cameras to sense nearby events and start
re@rding.
The Axon Signal Vehicle Unit (ASVFa device installed in the patrol vehiclF
broad€sts a beacon to Axon €meras in range when specific €vents are reporled.
ASV is included as part of the Axon Fleet in-car solution but €n be purchased by
separately by agencies if they desire. The following vehicle lriggers can be
configured by th6 system to begin re@rding:. Light barlsiren activation
' Door sensof
' Exceeding a specified speed
' Rapid accsleration
Vendor Name: Axon Enterprise, lnc.
. CEsh d€tection. Removing a weapon fiom the vehicle rack
ln addition to the ASV, we offer the following Axon Signal products:. Axon Signal Perfomance Power Maguine (SPPM) - The SppM is an
accessory (battery) for TASER conducted energy weapons (CEWS). Using Axon
Signal technology, the SPPM ac-tivates €meras lvhen the CEW is armed, the trigger
is pull€d, or the arc is engaged. CEWS ar6 not a part of the s@pa of this RFp, but
as the SPPM integrates with the Axon video solutions, it is being included to ensure
our offering meets all Memb€r needs.
' Axon Signal Sidearm - This easy-to-jnstall smart sensor accessory attaches to
tha outsid€ of most sideam holsters and activates if a sideam is removed from lhe
holster. The action of d€wing your weapon will irigger surounding €meras to slart
the recording process, thus eliminating manual manipulation. That way, your ofiieE
can be mnfident truth and transparency are being upheld through video and audio
documentation,
The benefits of Axon Signal prcducts include:. lt's easy - Remrd events wilhout lifting a finger. This keeps olficer focus oncdti€l incidents.. lt tells a story - Collect key infomation about incidents, from the triggeE that
activate your emeE to the video evidence €ptured on sene.. lt's reliable - Choose the triggers that activate your camera! so recordjng starts
when your policy says it should.
Axon Signal technology integrates seamlessly into your routine, so you don,t have lo
worry about manually remrding, lvhether you'rs driving your vohicle, using a TASER
CEW, or drawing your fiream.
DocuSign Envelope lO:9D428523 58E5 44BA 9484 474FCDA78600
't3 youa business ever petitioned for
proteclion? lf so, explain in.d€tail.
Bid Number: RFP 010720
has never petitioned for bankruptcy proteclion.
Vendor Name: Axon Enterprise, lnc.
I What are your company's expectations in lhe
event of an awa.d?
Upon notification that Axon has been awarded, w6 will work expeditiously to complete
mntract negotiations with Sourcewell. Due to the nature of contract negotiations, an
exact timeframe €nnot be provided.
Once a contract is in place, Axon will begin marketing efforts io promote the
Sourcewell Cooperative. We understand the projected value of USD$35 Million.
However, we undeFtand that this is projected only, and is not guaranteed.
Overall, we hope to partner with Sourewell to bring our industryleading law
enforcement solutions to more customers by using your cooperative to make the
procurement process easier and more transparent for purchasers.
10 Demonstrato your financial strength and
stability with meaningtul data. This @uld
include such items as financial statements,
SEC Rlings, credit and bond ratings, letters
of credit, and detailed reference letteB.
Upload supporting d@uments (as applieble)
in the dodment upload setion of your
response.
NET SALES. Net sales were $420 million and $343.8 million for the yeare ended Decemb€r
31, 2018 and 2017, respectively, an increase of $76.2 million.. Net sales were $343,8 million and $268.2 million for th8 years ended
December 31,2017 and 2016, respectively, an increase of $75.6 million ot 29.2%.' Net sales were $268.2 million and $197.9 million for the years ended
De€mber 31, 2016 and 2015, respectively, an increase of $70.4 million or 35.6%.. Net sales were $197.9 million and S164.5 million for the years ended
December 31, 2015 and 2014 - an increase of $33.4 million ot 20.3%.
is a publicly traded company; all financial infomation is available at
net income was $19.9 million for the years ended December 31, 20.15 and
to( 2014.
we have included our Q3 2019 SEC Quartedy Report and 2018 audited
tho document upload section. These are the most recently available
Our net income decr€ased by $2.6 million to $17.3 million for lhe year ended
Deember 31, 2016 compared to $19.9 million 2015. Net in@me per basic and
diluted share was $0.33 and $0.32 for 2016, respeclively, mmparad to 90,37 and
$0.36 per basic and diluted share for 2015, respectively.
as of this submlssion.
, 2017 c€mpar€d to
was $0.10 for 2017
per basic
basic and
decreased million formillion fie$12.by $5.2 endedyear
JI million 201rn Netb tncome$17 and
share lo andcompared$0.33 $0.32 per
for 2016.diluted share,respectively,
p€r diluted share,
basic and diluted
4.Net sharebasic was and$0.37 $0.36
$0.38to andcompared $0.37 per share,
.don.mm.
INCOME
net inmme
11 What is your US market share for lhe
solutions that you are proposing?
ln 2018, Axon held an estimated 22.60/o of lhe US and Canadian market share for
police and law enforc€ment body worn mmeras, in-€r vjdeo, and digital svidence
management. Our US market share and Canadian market share are grouped
together by IHS Markit, who provided the 2018 report on which this response is
based.
Axon is bidding or has won every major city deal in the U,S. market with our Axon
body-wom €mera platfom. Since market adoption is moving very rapidly and many
agencies ars in bial cunently, its v6ry difficult to say what our market share is
specifically; but we are @rtainly the leader in body-wom €mera solutions in the
United States. Globally, Axon cunently works with over 7,500 agencies and has over
397,800 users on our platfom.
12 What is your Canadian market share, if any?ln 2018, Axon held an estimated 22.6% of lhe US and Canadian market share forpolie and law enforrement body worn mmeras, in-€r video, and digiial evidence
management Our US market share and Canadian market share are grouped
togelher by IHS Markit, who provided the 2018 report on which this response is
based.
Axon is actively engaged in the Canadian markeq however, we see adoption lagging
the U.S. We anticipate our share to be very strong lhere in the long tem. Axon
offe6 a unique full ecosystem solution that will @ntinue to lead lhe market. Globally,
Axon curently works with over 7,500 agencies and has over 397,800 users on our
platfom.
DocuSign Envelope lO:9D428523 5BE5 448A 9A'84 474FCDA78600
'15 lf appli€ble, provide a detailed explanation
outlining the licenses and ertifietions that
are both required to be held, and actually
held, by your organization
EVIDENCE
partneEhip with Microsofl Azure, for Axon Evidene.
. CJIS Compliant. ISO/IEC 27001:2013 Certified - lnformation Security Management Standards, ISO/IEC 27018:20'14 Certiied - Code of Practie for Protecting Personat Data
in the Cloud. CALEA Standard 17.5.4 Compliant. SOC 2+ Report
(including
that you
third
use) inand submntmctoB
of the busine$ contemplated by this
Cloud Security Alliance - CSA STAR Attestation (Level
Cloud Secudty AllianG - CSA STAR Self-Assessmant
Two)
(Level On6)
Authority to Operate (P-
US Federal Region of
FedRAMP Joint Authorjzation Board (JAB) Provisional
at the Moderate lmpact Level
has achieved
(applicable only to
a FedMMP Joint
the
Authoriation Board (JAB)
Operate (P-ATO) at the Moderate lmpact Level.
Axon's Complianc website
infomation on our security
6mplian@ documentation.
(https://M.axon.mrn/trusummplian€) includes additional
certifimtions as well as copies of certifi€tes and
BODY CAMEMS
Batteries used in Axon body-wom €meras meet the following Safety slandards.. uL1M2. uL2054. lEc 62133
FLFET
The Axon Fleet solution is wholly FCC certified, the Axon Fleet emera FCC lD
x4GS00947.
Per the component-based standards as set by Electronic lndustries Association
Axon Fleet utjlizes industry slandard components, which meet all necessary
for sale and use in the United States.. Axon Fleet's mmmuniGlion interfaces are designed to IEEE 802.15.1 and IEEE
802.11 guidslines and is IEC 60529 and 1EC55022 compliant.. Axon Fleet has been tested to and meets ISO '16750-2:2012, ISO 17215-
1:2014, and ISO 13766;2006.. The system hardware components of the system are low-voltage devies_ Axon
Fleet batteri€s comply with UL 1642 and UL 2054., Axon Fleet bafteries are UL 1642 compliant.
ACCREDIDATIONS
I\,IANUFACTURING
ISO 9001 - Axon is accredited to design, develop, manufacture, distribute, and
seRices for public
and acessories
are manufactured and supported according to ISO standards.
INFORMATION SECURITY
' ISO 27001 - Axon is aligned with lhe smpe of the ISO 27001 certification; the
lnfomation Security Management System that govems all customer data that resides
in the Axon Evidence application-
Vendor Name: Axon Enterprise, lnc.
safety solutions including, but not limited to digital vid€o
used in the law enforcement industry. These products and
Bid Number: RFP 010720
14 lHow is your organization best described: is it
a manufacturer, a distributor/dealer/reseller, or
a seruie provider? Answer whichever
question (either a) or b) just below) best
applies to your organization.a) lf your @mpany is best described as a
distributor/dealer/reseller (or similar entity),
provide your written authorization to act as a
distributol/dealer/reseller for the manufacturer
of the products proposed in this RFP. lf
applicable, is your dealer network
indep€ndent or company owned?b) lf your @mpany is best described as a
manufacturer or service provider, describe
your relationship with your sales and servie
fore and with your dealer network in
delivering the products and services proposed
in this RFP. Are lhese individuals your
employees, or the employees of a thkd party?
Regarding seryices, Axon Professional Seruice employees support and install th€
majority of our products. Axon utilizes Prologic for some aspects of insiallation of
our Axon Flet and Axon lnteryiew solutions. Axon handles techni€l support and
repaiF for all of its manufactured products.
b) Axon Sales Representalives
applying technologi€l solutions
must have a "business minds6t,enables lhem to undeFtand mmplex challsnges
these. They are employees of Axon Enterprise,
from our main otfi@ in S@ttsdale, AZ. Others
present solutions lhat might
Some sales representatives
and solve
worklnc.
work
play a pivotal role in knowing business needs and
to solve potential challenges. These representatives
" that
throughout the United States and globally.
a) N/A
16 Provide all 'Suspension or Disbament"
infomation that has applied to your
organization during the past ten years.
has not been suspended or disbarred in the past len years.
l*-
17 Within this RFP €tegory there may be
subcategories of solutions. List sub€legory
titles that best describe your products and
s€ryices.
lour included pricing is split into the followjng subcategories: Axon Flex 2 Camera
lHardware and Accessories, Axon Body 2 Camera Hardware and Accessories, Axon
fBody 2 Camera and Flex 2 Conlroller klounts, Axon Body 3 Camera Hardware and
lAccessories, d\on Signal Hardware and Services, Axon Fleet 2 Package, Axon Fleet
12 Cradlepoint Router Bundle, Axon Fleet 2 Wireless Offload Seruers and lnstallatjon,
lAxon Fleet 2 lnstallahon and Professional Seryices, Axon lnteruiew Room, Axon Dock
lHardware, Cuslomer Care Extended U/arranty. Axon Evidence Seruices, and Axon
lProfessional Seruices
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Table 3: lndustry Recognition & Marketplace Success
Table 4: References/Testimonials
Line ltem 23. Supply reference information from three customers who are eligible tor Sourcewell membership.
Entity ilama'Contact Name 'lPhon6 Numbar'
Burbank Polie Departm€nt, California Jason Miller I
gt g-zga-sose
Gilbert Polie Departrnent, Arizona Noah Baker l4so-635-7326
Avondale PolrG Oepartment, Arizona Lt. Mathew HinE 1623-333-7302
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
Line
Item Question Rosponse
,IB Descrjbe any relevant industry awards or
recognition lhat your company has received
in the past five years
. ln 2017 Axon won Best Companies AZ 100 Best Arizona Companies Winners
List under the Star €tegory: At the height of their powerful success, these
companies are masters of lheir fields, inspiring confidence in customers and
employees alike.. TASER won AZ Big Media's Ranking The Best of A.izona Business first place
for 'Producls l\rade in Arizona" €tegory tor the 2017 edition of Ranking Arizona. ln 2016, the TASER CEO won the OneNeck lT Solutions Lifetime Achievement
Award during the 13lh annual 2016 Gov€rno/s Celebration of lnnovation Awards
(GCOI) presented by Avnet. ln 2015, TASER announces its largest €mera order to date - the London MBt
will deploy 22,000 body-worn €meras. ln 2015, TASER is named in Forlune magazine's list of Fastest Growing
Companies in 2015. ln 2015, TASER and Microsoft Azure announce partnership to deliv€r cloud
platfom for Law Enforcment
19 What percentage of
governmental sector
your sales are to the
in the past lhre6 vears
ln the past three yeals, approximately sok ol our video solution sles were lo the
fedenYmilitary secior.
20 What perrentage of your sales are to the
Bducation sector in the past three yeaB
ln the past lhree years, approximately 6yo of out video solution sales were to the
education sector.
List any stat€ or c@perative purchasing
mnttacts that you hold. What is the annual
sales volume for each of these contracts
over the past lhree yeare?
NASPO ('was not in effecl until Q1 2017): $37,618,180
National IPA/Omnia Partners: $37,848,888
National Procurement Partne6: $60,01 7,370.59
Charlotte Cooperative Purchasing Alliance: $'13,102,684
Texas BuyBoard: $43,191,589
State of Maryland: $4,830,002
State of Minnesota: $4,487,809
State of New Jersey: $3,623,496
State of Pennsylvaria: $2,781,531
Toxas DIR: $?1,294,418
Please note the dollar amounts r€pros€nt th€ total contract value. Since most Axon
sales are for a tiveyear tem, the below values represent the overall rcntract value
of a five-year period and are not fully indimtive of sales over the last 3 yeaB.
List any GSA @ntracts that you hold. What
is lhe annual sales volume for each of these
contracts over the past three yeaB?
Axon does not hold any GSA contracls.
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Table 5: Top Five Government or Education Customers
Line ltem 24. Provide a list of your top five government, education, or non-profit customers (entily name is optional),
including enlity type, the state or province the entity is localed in, scope of the project(s), size of transaction(s), and dollar
volumes from the past three years.
Entity Nrme Entlty Type State /
Provtnce Scope of work Size of Transaclions Dollar Volume Past Threa
Yoars
Chicago
Police
Deparlment
Governmenl lllinois - lL 8,500 body-wom cameras, 5,000
CEWs
$40 , $38M $73M
Philad6lphia
Police
Deparlment
Govemment Pennsyfuania -
PA
8,100 body-worn cameras, 2,700
CEWs
$40 - $10M $24M
Los Angeles
Police
Depadn€nt
Government California - CA 8,700 body-worn emeras, 6,700
CEWs
$40- $500K $5M
San Antonio
Police
Department
Govemment Texas - TX 4,900 body-wom %meras, 1,600
CEWS, 6 lnteruiew Cameras
$30 - $300K $3M
San Francism
Police
Department
Govemmenl California - CA 4,800 body-worn cameras $20 - $1.srv $2M
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet lhe needs of Sourcewell Members across the US, and Canada if applicable.Your response
should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers (full-
time equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any
overlap between the sales and service {unctions.
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
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25 Sales force.161 employees in our Sales organization. Some
main offlce in Scottsdale, Az while others work
throughout the Uniled States and globally. This ensures that we have qualified Axon
employees close to our customers in order to onduct site visits, demonstrations, or to
check on customer salisfaciion-
challenges through tshnologi€l adoption, implementation, and advanement.
Candidates are first phone screened by highly qualilied firms who seek top talent from
related industries. They are lh6n screened again by a senior member of the Axon
can demonstrate sumess in doing so throughout multiple years of their
most successful €ndidaies are then invited to Axon headquarteF. Throughout the
they mset five seniff members of the Axon team to more deeply validate who
lf the internal team tinds the €ndidate appropriate in lhis position, the €ndidate
an understanding of how they're going to research,
each potential agency, They present lhis io the
President at Axon). lf appropriate, candidates move
this final stage, candidates speak directly with the Vice President of the Axon
Team or with the Executive Vice President of Global Sales for lhe organization.
this time, the €ndidate, one again, reviews lheir personal and professional
as well as their approach to working within the organization and wilh
agencies. At this time, a decision to extend an ofter of employment is
career.
made.
sales
direcuy employs approximately
representatives work from our
solve Axon'slhese.might
It's oureffectively
others solvehelping
team
The tnstakeholde6 theandstepsmultiplemany are ensuretohiringprocess prcper
whothose withwork lhelnvettingngor orhave likewould toagencies
businesswithlhroughpartner Axon atsorganization proud
in and foruardlooks to morehiringmanymany
and solve challenges within,!nderstand,
and for to come.
(a Director
stage of the
onmoves to and a howfor atepreparingprovidingplan to withwork atheygorng
ofnumber Thisamunts.includ€s
and wiBrworkunde6tand,
or Vicemanagerhiring
to the final and pro€ss.hiring
entorcment's behalf.
safety
network or other distdbution methods.partnec with distributoG in limited situations. These distributoG are not
of Axon Enterprise, and therefore we are do not know lheir mmpany
numbeE.
the United States, we work with a small number of distributors to sell our
which are not a part of the s@pe of this RFP. These distributoB do not sell
Axon Mdm solutions, which are included in the scope of this agreement
Canada, we partner exclusively with MD
s@pe of this RFP.
Chadton to sell
not included in the There is some
seryic€ tunclon ln this €se, as MD Charlton assists Axon wlth proesing repairs.
Vendor Name: Axon Enterprise, lnc.
and seryie CEWs, which
overlap between sales and
Bid Number: RFP 010720
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force.
has a
labels
Bid Number: RFP 010720
REPAIR (RMA) DEPARTMENT
The Retum Material Authorization (RMA) department is lomted at Axon Headquarte6
in Scottsdale, Arizona, The RMA department prioritizes returned products for analysis
and/or repair on a tiBFin-firet-out (FIFO) basis, based on th6 severity of the comtlaint(or unless otheruise requesled by the agency). The general tum-around-time for a full
resolution is less ihan 30 mlendar days from receipt of the retumed product.
full customer and technical support division available 24 hours a day,
a week. The Technical Support team is based in Scottsdale, Arizona with
employees ln our Melboume, Auskalia and Daventry, UK oflices.
to manage RMA requests within Axon
to create,update, save, submit, and tmck
Evidene Device Retum Seruice isrelums for lheir agency in one place. Axon
no exlra charge.
retum shlpping
SUPPORT
Upon receipt of the item(s), the RMA d€partment will mnduct a failure analysis
invesligation to determine the root cause ot the issue and repair the item ii possible.
It is at Axon's sole discretion to repair or replace a device as idenlified in the
manufacturer waranty and/or the extended waranty policy.
SUCCESS MANAGERS (CSM)
a whole, th€ Axon Support organization directly employs approximately 96
Vendor Name: Axon Enterprise, lnc.
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in detail the process and
procedure of your customer seruie
program, if appli€ble. lnclude your
response-time capabilities and
commitm€nts, as well as any incentives that
help your provjdere meet your stated
goals or promises.
are ti6t rouled to the Tier'1 techni€l support team. Through tmubleshooting,€n resofue most €lls. tf at any point an issue n€eds to be escalated to a
following describes our levels of support available by tiem (based on lhe nature
critimlity of the issue):
TIER 1 TECHNICAL SUPPORT - GENEML HOW.TO QUESTIONS
' Frequenlly asked questions (FAQS)
The largeted response time for sritiGl problems is one business day- Axon's
Customer Seruice team resolved 89.78% of all inquiries and issues in under 24 hours
in Q3 of 2019.
resolution time (dep€nding on severity and potential workarounds) is
than 24 houE to less than two weeks. On averaqe, problem resolution
on the initial call or email 95.86% of the time in Q3 2019. Please note
resolution time may vary depending on circumstances.
Additionally, each team member is evaluated on their customor feedback score and
lhe number of €ses that remained unresolved aftet 24 houG. This assesses customer
saiisfaction and ensures that mss are handled in a
navigation
clarifi€tion
problems rendering the
testing and/or simulation
Critiel ot otprobleminoperableproductrecuring
workarou nds,fixes,bug
iargeted
lesbetween
reached
Calls
or a phone
comple$ty.
tiertechnical c€llthe be transfered ato 2mayimmediatelyTier support
number takenbe afor onmay€llback,mll volumedepending
tssue
3 ENGINEERING SUPPORT
Any Escalated issues from Tier 1 support
month-
manner.
Product
Feature
Standard queries
Assistane with known solutions
2 TECHNICAL SUPPORT
Advanced Product trouble shooting
Advanced Axon Evidence Configuration
29 ldenlify any geographic areas of the United
States or Canada lhat you will NOT be fully
serving lhrough the p.oposed mntract.
Axon is able to serue lhe entire United States and Canada through the proposed
mntuact.
30 ldenti& any Sourrewell Member sectoE
(i.e., govemment, education, not-for-pofit)
that you will NOT be tully seMng through
the proposed contract. Explain in detail. For
example, does your @mpany have only a
regional presence, or do other cooperative
purchasing contracts limit your ability to
promots another @ntract?
Axon will seryice all Sourcewell Member sectors covered by the proposed mntract.
Deflne any specitic conlract requiremenls or
restrictions that would apply to our
Membere in Hawaii and Ajaska and in US
Tedlories,
Axon does not have any specific mntract requirements or restictions that apply to
Members in Hawaii and Alaska.
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc,
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Table 7: Marketing Plan
Table 8: Value-,Added Attributes
Llne
It6m Question Response
32 Describe your markeling strategy tor
promoting thjs contract opporlunity.
Upload represgntative samples of your
marketing materials (if appllcable) io
tho document upload seclion of your
response.
A! this lime, Axon does not conduct any marketing efforts specifl€lly related to cooperative
conlracting. Axon promotes the use of cooperative mnlracts to its salesforce by utilizing
training, webinars, and other intemal resources,
JJ Oescribe your use of technology and
digital data (e.9., socjal media,
m€tadata usage) to enhance
marketing efiecliveness.
We use technology and digital data to underetand our audiences - broken out by users we
hav6 identified as well as anonymous use6. The goal we're trying to achieve is converting
our paid users to owned use6 through multiple technologies, such as retargeting,
remarketing, email, social media, refenal sites, search, and directory sites. We do not sell
any user data to 3rd parties. By acquiring this data, we are able to find patterns and "look-
a-likes'to bettor predict user flows and marketing efficiency.
34 ln youa view, whal is Sourcewell's role
in promoling conlracts arising out of
lhis RFP? How will you integrate a
Sourewell-awarded contract into your
sales process?
Sourcewe'l €n help promote membership to law enforcement agencies who may not
realize they are members. Axon has seen in past interactions thal many agencies do not
know they are already members of a cooperative.
lf awarded a Sourewell contract, Axon would take the following steps to integrate lhe
contract into its sales process:
. Announe the award to Axon's US and Canadian sal€s teams. Add the conlract information to Axon's Customer Relationship Management (CRM) tool,
Salesforcs.com, so that sales r€ps can easily see all pertinent data. Add infomation on the contract to upcoming new hire sales trainings
Are your products or seryices
available thrcugh an e-procuroment
ordering process? lf so, doscribe your
e-procurement system and how
govemmental and edu€tional
customers have used il.
Our ecommerce site requires an authorized login and purchase eligibility to access. The
efllcient, We allowplatfom is intended io mako ordering
authoriz€d customers lo pay by credit
faster, easier, and mote
mrd and Purchase Order (when authorized by both
agency and Axon to purchase via Purchase Order/invoice). The site customizes product
visibility and includes contracted pricing lor each agency. The ecommerce sile acts as
another 'ingestion point' for orde6. Affer the order is placed, it is proc€ssed as any other
order would. As of today, the €commer@ site only suppods the sale of hardware and
wananties. We are looking to expand the Axon products we can supporl drastically within
the next year and are also looking to supporl extended warranties and mntracts. The
e@mmerce site is an added asset to our customers and mn enable customors to order
Rgsponso'
Bld Number: RFP 010720 Vendor Name: Axon Enterprise, lnc,
uocusrgn Enverope tu: yu4265zJ 5uE5 446A 9Ad4 4/4tsuuA/Hbuu
Desqibe any technologi€l
advances that your proposed
products or seruices offer.
a mmpany that
posible,
Details
Bid Number: RFP 010720
strives to advane the efforts of public safety through technology
Axon builds each product to be advaned and cutting-edge in its
for each product are provided under the headers below.
EVIDENCE
Evidence's cloud-based infrastructure means that Sourcewell membeF do not need to
peGonnal to on-premises equipment, maintenan@ or extensive infrastructure
over time. You'll remain on the cutting+dge of evidence management
technology with minimal lnvestments in stiaff and time.
. lnstan$y s€le: Your compuiing power and storage s€le automati€lly, gmwing with you
as you ned lhem.. lnstantly share: Your evidene is easily and s€curely shared with stakeholders
(prosecutom, partner agencies, etc.) through the intemet, preserying resourc€s which normally
Vendor Name: Axon Enlerprise, lnc.
36 Describe any product, €quipment,
maintenance, or operator training
programs lhat you offer to
as whether training is
optional, who provides
any costs that apply.
such
or
and
Members. lnclude
There are other benefits with the Axon Professional Seruices offering, such as subject matter
experts who rcnsult on best practies for the set-up, mnfiguration, policy and overall program
performan@ flr your deployment, These services are oplional. However, an agency's
program su@ss is three limes greater when Professional Seruices has rendered on-site
support, mmpared to when agencies don't utilize the offering.
Professional Seruices Managers focus entirely on on-site and off-site training. Our
team €n train everyone from offieF, administrators, amorers, supervisoF,
the inilial phase of the implementation process, Axon's Professional Setuices team
Evidene seryices. Our team will provide step-by-step explanations and assistan€ for
agency's mnliguration of security, roles & pemissions, €tegorjes & retention, and other
specific settings for Axon Evidence. Administrators should attend all the training sessions that
are decided upon. We will then provide Axon instructor training with ih€ goal of educating
instructoG who mn support the agency's subsequenl training needs.
Axon bolieves in the philosophy of "Smart Small, Test, Asse$, Corect, Go Big'. Deploy the
key usen. Make sure lhe way you've mnfigured your system integrates smmlhly into your
workffow. Assess readiness based on evaluation and feedback and make any necessiry
adjustrnents. One you've taken these steps, you're ready to schedule the rest of your user
lraining-
During on-site lraining, ou. Professional Seruices team also will provide the member with
An numberlimited olinilial,use6,and shouldkayamorer(s)system administrator(s)
be
and
the rn-carcameras,and roominterview themselvessolution alesystems,simple
and ause,introduction hardwareto workflowand essential.lsproper The
Seruices different fotlrainingprovidesoffering on theoptionstraining,depending
detailof timeand for useG.necessary
this Cooperative.
is right for them
scope of
what plan
elementsvital ot withsolution,agency's structure andsystemstarting
before to to usedevicemovrngtopi6 and haverelatingfunctionality
ourall SetricesProfessional tn theofferings Axon sales
membeFindividual evaluatehelp theirduring
and even prosecutoG.
are activated and require training or assistanffi.
which can be used in future training sessions.
Costs are detailed in our price sheets.
assist with the following tasks:
System S€t Up and Configuration
Configure €tegories & custom roles
Trcubleshmt lT isues
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siandards through ongoing reviews of and upgrades to Axon Evidence's intensive
protomls, which leverage resources from Axon and Microsoft.
system failure: Your dala is always availabie be€use of robust and automated
. lntegrations: Axon Evidence supports integration with Active Directory and Single Sign-
On (SSO) allowing useE to log in with their agency credentials and uses your network to
authenti@te useE-
Axon Evidence us8, with a simple but
adjusts to
is easy to
interfa€
feature-rich interfacs and
inluitive layout, The dynamic automati€lly ac@mmodate a useds role, so
only see what you want lhem to see, greatly simplirying the user experience.
to
account over a data mnnection or Wi-Fi-
Evidence features Axon Citizen, which is available to PrGlevel use6 of the system.
and seere digital svid€nce mll€ction from
for Axon Citizen evidence submissions
the Axon Caplure mobile application or Axon Evidence (via a text message or
This invitation €n include lhe incident lD, category, and a brief description of the
for the issuing offie/s
lnvitations contain a single-use link lhrough which
review. This alloffi olficers to
a witnes mn upload evidene
collect infomation from the public
an efficient mannor and associate it mrectly wilh the
to Canadian membeE) to reduce th€ volume
coresponding
of unstructured
GO numbeF
data rcllected tom
public.
Axon can also assist with integrating your CAD or RMS system wlth Axon Evidence. This
allows the system to automati€lly categorize videos based on the corelated svent metadata
captured by lhe respectivs system. The solution is provider agnostic; categories are queried
directly from the database, effectively bypasslng the CAD or RMS tont*nd interface. This
automated process does not requiro an oflicer to connect a body-wom emera to a
or smartphone. Any sysiem with an acce$ibls back-€nd databaso (SQL DB, etc.)
already pulled for crimeintegrated with the Axon solution. Often, lhese reports are
Auto-Tagging with lhe @rect
matadata from lhe is a@mplished
categorization mapping.
playback in Axon Evidene allows videos that were remrded by different body-wom
be played back together, allowing
Evidence offeE manual redaction (including video and audio), automated redaction and
Additionally, a bulk redaction feature is also available to assist withskin bluning redaction.
FOIA requests.
to ensure videos are edited properly.
Assistant is Axon's first fully Al-powered producl, and our Al Ethics Board has
enables automatic tagging of Axon videos
CAD or RMS systain. Automatic retention
Axon Evidence features a full redaction suite natively wilhin the appli€tion allowing users
with permi$ion th€ ability to redact what €n be seen and heard in video evidenm files.
Axon Evidence never alters the original video evidence file when you create a clip or a
redaction. Note that video redaction is a feature available with Pro Axon Evidence licenses
(not available with Basic licenses).
Bid Number: RFP 010720
been engaging wilh us throughout the res€arch and product development procsss. As a
prcductivity tool that will make law enforcement more efficient and transparent wilh 0re public,
our experience with launching Redaction Assistant will guide the development of our future Al
products.
Vendor Name: Axon Enterprise, lnc.
uocu)rgn Enverope tu: vu4z65zJ 56ts5 446A 9AU4 4/4FUuA/tsbUU
Bid Number: RFP 010720
I An audio algorithm developed in partnership with Nokia dramatically improves thg audio
eptured by lh6 Axon Body 3 €mera, compared to its predecessor. We use sophisticated
on-board audio processing (Nokia Ozo-based) to conduct wind noise reduction, calculate
automatjc aain control, and produe a high-quality stereo audio remrding. The Axon Body 3
also utilizes advan€d lowlight technology- A lux rating indicates lowlight percepfion
€pability, or lhe level of light required to see an object. The €mera has a lux rating of <
0.1 lux; the human eye has a lux .atjng of approximateiy 0.1 lux. Additionally, an algorithm
designed to minimize bluning in fast-moving, low-light environments ensures high-quality videos.
Battery life has been improved with the Axon Body 3. When a tully depleted battery is
recharged using the Axon Dock, the recharge time for 12+ hours of buffering mode is
approximately fiv6 houB. lt should be noted, however, that the battery is designed to last a
tull 12+ hour shift, and it is unlikely that the battery will fully deplete after one use. Charging
a fully depleted battery for approimately three hours will prcvide an AOo/o chaee. The battery
is removable, replaceable, and recyclable.
The camora has four vldeo quality settings with a minimum video resolution of 480p and a
maximum video resolulion of 1080h. The video resolulion, encoding bit rate, trame rate, and
video enmding format impact the size of files €ptured at each sefting. The devie has 64
GB of non-removable storage to house mptured video files. Recording capaciiy and
associated settings are:
AXON BODY 3
The Axon Body 3 is our latest. most advanced body-worn camera offering to date. The Axon
Body 3 utillzes a new image sensor and improved microphones to provido the highest
quality evidonc€, esp€cially in lowlight environments, with a 146_4' field of view. Enhanc€d
device intelligence and Axon Signal wireless activation allows officers to focus on the
situations at hand. New security features provide greater device security for data on the
€mera, whether in lransit or in the case lhe €mera is lost or stolen. The solution allows for
faster offioad and r€charge in @mparison to other products on the market, and even
supports upload during recording.
. The 480p resolution setting €ptures video at a rate of 0.9 cB per 60 minutes of
video. This setting supports storage of ov€r 46 houF of video.. fhe 72Ql resolution setting captures video at a :€te of 1.2 GB per 60 minutes of video.
This setting supports storage of approximately 38 hours ol vldeo.. The 720h rsolulion setting €ptures video at a rate of 2.0 GB per 60 minutes of
video- This setting supports storage of approximately 25 hours of video.. The 1080h resolution setling mptures video at a Ete of 4.5 GB per 60 minutes of
video. This supports stoEge of approximately 1'1 houB of video.
The Axon Body 3 mmera lntegral€s with real-time sifuational awareness technology (Axon
Aware), allowing the camera to olfload video remotely, live-stream video and audio, and send
alerts in real time. The emera is connected to LTE - similar to a cell phone - and can
livestream to Axon EMdenc€ instantaneously so that aulhorized supervisoB, incident
commandeF, reaFtime crime centers or other designatsd resoures have better infomation
trom the field. This LTE €pability also opens th€ door for a wide variety of potentiat future
fealures, including critiml evidene offoading from the field,'find my mmera'locator
functionality, and much more lhal will be added in futurs firmware r€leases. Other Axon
Aware feafures include real-time alerts and notifi€tions, including gunshot detection.
lmagine a scenario where an officer radios dispatch to inform them that they are struggling
with a suspecL With Axon Aware, those not on the s€ne €n vi€w the live footage from the
office/s body cam€ra, to gain situational awareness (which is useful for sharing with oiJicers
providing backup). lf the suspect retums to their vehicle and speeds away, the remote viewer€n access previously recorded footage and caplure an image of the suspecl's vehicle or
license plate. This image €n thsn be sent to other officers in the area for BOLO alerts.
The Axon Body 3 camera has an embedded GPS chip that sources lomtion data from the
devi@ (similar to a cell phone). Additionally, the €m6ras can log g€olocation data by
pairing via Bluetooth with a GPsfrpable smart devie. Axon View, Axon's free mobile
applimtion, allows officeF to pair
Android smartphones) in the field.
their cameras to their smart devices (e,g., iPhones or
A paired smart device detemines its real-world
geographic location and securely transmits the geolo€tion information lo ths Axon mmera.
The €mera then embeds h6 infomation automatically as metadata associated with ths
vidm file.
AXON BODY 2
The Axon Body 2 €mera's self-contained design requires no extemal wires lhat might
intsrfsre with an offl@/s aclivities. Multiple mounting options r€quire no alteration to unifoms
and allow officeE to adjust the camera's position. The devic6's durability, futl-shift battery life,
mnfiguEble prrevent buffer, and intuitive @ntrols provido otficers an offective and reliable
evidence €pture tool in the fi€ld.
Tho Axon Body 2 €m€ra features an industryleading sntinuous recording time of 12 hours
at 480p and 720p, and 10 hours at 1080p. The mmeras are optimized for every power
Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720
@nsideEtion to achieve the battery life neessary to support this invaluable €pability. GPS
data mn be €ptured and stored with each video file by pahing via Bluetooth with a GPS-
€pable smart davice. Axon Vi6w, Axon's free mobile applimtion, allows officers to pair their
cameras to their smart devices (e.9., iPhones or Android smartphon€s) ln the field. A pairod
smart device detemines its real-wodd geographic lo€tion and securely transmits thegeolo€tion infomation to the Axon emera. The €mera then embeds the infomation
automatically as metadata associated with tha video file. Whan uploaded to Axon Evidene,
the system analfzes
function within Axon
and retrieves
Evidene lhen
geoloc€tion information from the vid@ files. A mapping
displays in the interface th€ location of the mmera at the
time of video capture
AXON FLEX 2
The Axon Flex 2 camera mptures events from the offlce/s peFpective. Connmted by a
single cable to a mntroller, the camera components do not interfere with an office/s duties.
The Axon Flex 2 system offers a wide variety of mountsi the €mera can be wom at or
near eyeJevel, and he controller is wom on the to6o or beltline tor easy aress to controls.
The devie's durability, full-shift battery life, confgurable pre-event buffer, and intuitive controls
provide an effective, reliable evidence €pture tool.
The Axon Flex 2 camera feafures an industry-leading mntinuous recording time of 12 hours
at 480p and 7209, and 10 houm at 1080p. The &mems are optimized for every power
consideration to achieve the battery lifo neessary to support this invaluable capability. GpS
data can be €ptured and stored with each video file by pairing via Blu€tooth with a GPS-
ffipable smart device. Axon View, Axon's ftee mbbile appli€tion, allows ofiicem to pair their
€meras to lheir smart devices (e.9., iPhones or Android smartphones) in the field. A paired
smart devic€ detemines its real-world geographic location and securely transmits thegeolo€tion information lo the Axon €mera. The camera ih€n embeds the infomation
automatically as metadata associated with lhe video file. When uploaded to Axon Evidence,
the syslem analyzes and reEieves geolo€tion information from the video files. A mapping
function within Axon Evidence then displays in lhe interfae the location of the camera at the
time of video capture
AXON FLEET
Axon solutions simpliry your exisling processes. As part of th6 Axon platform, Axon Fleet
works seamlessly with Axon body €meras and Axon Eviden€ to €pture the full story. Once
uploaded to Axon Evidene, you'll get lhe full ac@unt of an incident by viewing multiple time
synchronized videos on one screen. Secur€ly share and fack digital evidence across public
satety stakeholdeE wilh smart feafures such as redaction, dlgiial verification, and audit logs.
Axon Fleet includes fiont and back €meEs with features like lnfrared and zoom. And it
Axon Fleet includes handsfree camera activation via Axon Signal technology with confgurable
trjggeE, including such as light bar activation, door, vehicle speed, acceleralion, crash and
weapon rack. Focus on the task at hand and spend less time managing technology.
Fleet 2 doesn't include a DVR, saving you precious space in your vehicle. Stream, tag, and
eplay any camera's videos, plus write noles and upload footage, right fiom your MDT with
the Axon View XL application.
You won't need to spend Ume categorizing vidms - with Auto-Tagging, all Fleet and Axon
body camera videos will be tagged automatically using data from your CAD or RMS system.
Axon body-wom and in-car cameras work either as standalone devices or in mnjunction with
one another. The two systems integrate seamlesly, extending the overall epabilities of the
Axon Evidence emsystem. This cross functionality allows usen to mtegorize and label videoln both Fleet and body cam€ras ftom the Axon View XL software appli€tion. When
Jploaded io Axon Evidence metadata added in the field is ingested with the video liles.
AXON INTERVIEW
Axon lnterview is a state-of-th&art audiovisual recording solution d€signed for the critical
mntext of the interview room. The Axon lnterview solution is revolutionizing interview rcm
technology to give agencies the best of both worlds by providing a lo€l interyiew room
solution that seamlessly integrates with Axon Evidene, Axon's cloud-based, tumkey digital
evidence management platform.
The Axon lnteryiew r@m solution is equipped with one camera and one microphone per
room (if d€shsd m€mbors can select a two camera per room solution), one touch panel per
room, two application seruers for redundant recording and all the sfrware required to run the
application.
Axon lnteruiew runs on your agencys loml network to record interuiews. When video
Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720
€ptured is so criti€|, your agency cannot trust a skaight to cloud platfom where a slight
loss of connectivily could cause a critical failure. That is why Axon lnteruiew is installed on
two r€mrding seryers, which both indep€ndently and simultaneously grab their own video
feed and mlcrophone feed from the sour€. lf one seiler fails, the second server
independently c€ptures everything.
and start the remrding.
Once the interuiew is mmplete, the ofiicer €n end recording through the touch panel, this
will automatically trigger an offload to Axon Evidence. The video will be available for review
once it finishes uploading lo Axon Evidene. All the powerful categorization, search, and
editing functions available in Axon Evidence are now available for your intewiew room
fooiage.
lnstead of managing your own infrastructure and the unpredictable @sts of scaling and
managing proprietary stoEge arays, Axon Evidene offeF continual industry best practi@s
and seruies allowing instantaneous and cost-efieclive s€lability-
Axon lnteruiew is an important expansion of the Axon Platfom, adding ssamloss connectivity
to the Axon community of mnnected customeE. Axon lnteruiew was purpose-built with the
sole commitmenl of protecting the truth by €pturing the inleruiew every time and with the
b€sl video quality possible.
Axon's solution, finding that key piece of dialogue takes momenls, not houc. Users mn
bookmark, annolate, and comment on footage in real time. Custom metadata categories
allow agencies to organize eviden@ in a way that works for them. Compleie chain of
custody is maintainsd and audio and video masking protects attomey{lient privileggs and
ensures defensible evidence. Managing inteMew footage is simple and smart with Axon
lnleMfl.
OTHER INNOVATIONS
Available for both Android and iOS devices, the Axon Vlew mobile application allows offi@rs
to playback vidms, add tags, and assign a title, lD and categories to a video, while still in
the ffeld. Axon View automatic€lly maps video with GPS data and allows real-time tagglng of
metadata from an officefs smarlphone. Before the ofii€r sets foot in the office, the video is
assigned and automati€lly filed under the appropriate retention schedule. Once uploaded to
Axon Evidence, the video avidence can be amssed quickly with a simple keyword search.
Axon Docks are multi-purpose hubs for your Axon body-wom cameras. Axon Docks upload
capfured videos to Axon Evidence while they charge your cameras and automatically install
devi@ firmware updates.
Vendor Name: Axon Enterprise, lnc.
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Describe any "green" jnitiativos
that relate to your company or to
Your Products or seryires, and
include a list of the certifying
agency for each.
minimize negatlve impacts to the environment. Axon remgnizes and
local, state, federal and foreign govemmenl requirements including
is committed to exellence and leadership in protection of the environment. We strive
manages an on-premise waste minimization program. The objective is to redu@ the
of norhazardous solid waste produced, recycle materials, and reuse materials when
Other green initiatives in the building includ€ in-house recycling and the use of variable-
frequency drives on our main exhaust systems and cooling towe6, which allow for more
heat and uses less energy. We supplement this with having
which brings in ample natural light and saves electricity.
Substituting an almholbased glue accelerator for an aliphatic petroleum-based product
R€placing the gluing system with a less hazardous two€mponent epoxy
ln mnjunction with the following practi€s, Axon has invested in re-usable material handling
systems, much of which is also recyclable,. Use of @rrugat€d materials exce€ding 35% post-@nsumer recycled @ntent, Use of other packaging materials that contain recycled mntent and are reryclable in
most loml programs. Both the print€d and corugated boxes us€d to ship our products to customeG (and the
protective foam used in shipping) are recyclable
' We promote waste p.evention and soure reduction by reducing the exlent of the
minimize packaglng waste on larger orders, 'bulk packaging' was developed
also employ packaging take-back seryies and shipping carton retum
reduce and/or eliminate the use of materials which have been bleached with
engages in the followjng practices that serye to reduce or minimize effects on the
environment, including, but not necessarily limited to the following.. Corrugated boxes are broken down and processed for recycling. Oflic€s and dining areas conlain recycling bins in addition to trash bins to minimize
waste and encourage employee participation in green initiatives. Axon Employee Transportation prog€ms are in place using mmpany supplied vans that
redu€ mng€stion on the roadways and carbon monoxide €missions into the environm€nt.. We are compliant wilh laws pertaining to the us€ of Conflict Minerals as well as
REACH and ROHAS for our EU interactions.
to
all
standards.Axon tn tsowilh but14001 notoperatesmmpliance
which lessproduces
lhearound oflices,
use in manufacturing our products are
non-haardous or less toxic material in
to theofp€rcent ofmadeplastic recycled
ln addition,substitute our manufacturing
curently certifled.
visito6, contractors, and neighboG.
when feasible. Examples are:
and/or offering
or chlorine derivatives
39 any third-party issued eco.
ratings or cerlificalions that
your empany has received for the
equlpment or products incJuded in
your Proposal related to energy
effciencl or conseryation, life-cycle
design (fiadle-tGcradle), or other
factom.and then to kesp ftom ther€-
Axon does not hold any WMBE, SBE, or veteran€wned business certifr€tions.
your
have
mmpany or hub partnere
obtained. Upload
of certifi€tion (as
in the document upload
your response.
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
41 What unique attdbutes does your
mmpany, your products, or your
seryices offer to Sourcewell
fiiembers? What makes your
solutions unique in your
as it applies to Sourcewell
London Metropolilan Police Seruice, London UK
Los Angeles, CA Police Deparanent
Calgary Police Seruice, AB
CharlotteMecklenburg, NC Poli@ Department
Fort Worth, TX Polie Deparlment
Dallas, TX Poli€ Department
San Diego, CA Poli@ Deparlment
Baltimore City, MD Police Oepartment
Baltimore County, MD Police Department
Memphis, TN Polic€ Department
Washington, DC Metropolitan Polie Department
Denver, CO Polie Oepartment
Cincinnati, OH Polic€ Depar{ment
Atlanta, GA Police D€partment
. Notifying customeF of lmpoilant firmware and hardwars updates, identifying bugs, and
addressing general issues
' Futfilling hardware refreshes and deployment of new equipment. Conducting Quarterly Business Reviews wilh customeE. ld€ntr'rying important customer feature requ€sts
is to provide MembeE with the necessary asistance to help make the most of the
ustomers include:
@unt on day.
andhardware solutionssoffware lawprovidesto enforcement theagenciesthroughout
to withwork thetsand loclients the used toproudfollowingimplementtechnology
workflowrncrcase reduceefficiencies,andincidents,the Sometruth.ourofprotect
deployed by thousands
in the development of put a great deal
large investment
million, and $30.6
ourBe€use solutions of enforementlaw across lheagencies
atewe experienced at andscaletechnology
onemphasis our gaseend-use/s use.of aimprcvingdemonstratingBy
andresearch u /b.vexpensesdevelopment-with reaching $55.4million,
tn 20172018,2016,and tocommittedrespectively-we improvementsidentifying
and solutions.innovativenewdeveloping
associations across lhe country, Axon is
parlicipation+e hope to continue building
staying
tobea
Major City Sheriffs Association (MCSA)
National Organization of Black Law Enforement
FBI National Academy Associates (FBINAA)
member someof theof most prestigious
involved-and ourtosiayingthrough
our of lhe MsmbeElssues faceunderstanding while of conv€6aiionslheapprissd
the communities serye-they Axon associations.of the followingparteffecting
' The Associalionlntemational Chiefof of
proud
Polie (rAcP)
Th6
The Executives (NOBLE)
The
solulion mostdelivered,are left nexl?whafsagencresasking,hasAxon you
customerdedi€t€d andsucc€$Our support committed tomanage6 providing
andwithpost-sales post-deployment support.
our knowledgeable siaff mn otfer
provider. This support includes:
bethat asistrance,troubleshooting te€fini€l or withsupport,understandingSumststeamtoherebematncontaclofandyourpoint
communi€tion,Members lhe
should afromyou serutcesupportaxpect
42
to Sourcewell member
in Canada.
is fully able and willing to provide our products and seryices to Sourcewell member
in Canada.
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Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to quallfy, claims procedure,
and overall structure. You may upload representative samples of your warranty materials {if applicable) in the document
upload section of your response in addition to responding to the guestions below.
Table'10: Payment Terms and Financing Options
Table 11: Pricing and Delivery
Provide detailed pricing information in lhe questions that follow below. Keep in mind that reasonable price and product adjustmenls can
be made during the torm of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product
Change Request Form.
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
Line
Itam Questlon Response
43 Do your waranties cov6r all producls, pafts, and
labor?
Axon warrants that its law enforement hardware producis which are
manufaclured by Axon are free from defects in workmanship and materials
for a period of one (1) year from the date of receipt. Axon-manufaclured
acessories are covered under a limitod ninoty-day warranty from the date of
receipt. Non-Axon manufactured accessories are covered under the
manufacture/s waranty. There are extended warranties available as delined
in the Axon Master Seruices and Purchasing Agreement (MSPA).
NON-AXON MANUFACTURED PRODUCTS
For some solutions we are authorized resellers o[ hardware (Cradlepoint
routers for Axon Fleet, Axis cameras for Axon lnteruiew, etc.). Products that
we are authorized to resell abide by the manutaclure/s warEnty. Further
details can be provided upon request.
44 Do your warranties impose usage restrictions or
other limitations that adversely atfect mverage?
Restrictions are outlined in our warranty, which has be€n included in the
uploaded attrachmenls.
45 Oo your waranties cover the expense of
technicians'travel time and mileage to perfom
warranty repairs?
Our watranties do not cover the expense of technicians' travel iime and
mileage to perform waranty repairs.
46 Are thers any goographic regions of the United
States (and Canada, if appli€ble) for which you
cannot provide a c€rlified technician to perform
warran9 repairs? How wlll Sourcewell Members in
theso regions be provided seryie tor wananty
rcpai?
Axon will bo available 24 hourst days per w6ek by phone for €mergency
technical support for any system outage, and if mutually agreed upon by both
parties, we can provide onsite support for local issues. if a site visit is
deemed ne@ssary duo to an issue (i,e. access point failures or accidental
cut wires) and not an Axon or Axon Fvidencg issue there may be a charg€
assesed to the agency,
47 Wili you cover warranty seryie for items made by
olher manufacturers ihat are part of your poposal,
or are lh€se warranlies issues typi€lly passed on
to the original equiDment manufacturel?
Axon will troubleshoot lhese devices to the best of our ability. lf we are
unable to resolve the issue and the devices require waranty seryice, this will
be perfomed by th€ manufacturer.
48 What are your
programs and
proposed exchange and retum
polici€s?
Axon does not allow €xchanges or retums. Pleaso see our MSPA for full
details.
49 Describe any seryice conl act options for the items
included in your proposal.
Please refer to the included MSPA.
Line
llam Questlon Responso '
50 What are your paymenl terms (e.9., net 10, net 30)?Payment tems are Net 30.
51 Do you provide ,easing or financing oplions, especially
Ihose options that schools and govemm€nlal entitiss may
need to use in order to make cerlain acquisitions?
Axon does not o{fer leasing or financing options. Altematively, Axon
offers a provision in ils MSPA which allows for canc€llation by the
agency it sufficienl funds are not appropdaled.
52 Briefly d€scribo your proposed order process. lnclude
enough detail to supporl your ability to report quarterly
sales to Sourewell as described in the Contract template.
For example, indicate whelher your deater network is
included in your response and whether each dealer (or
some other entity) will process the Sourcewell Membe6'
purchase orders.
Axon will process orders Axon will a@pt ftom Sourcewell members
directly, as our distributor network in the United States and Canada
does not se,l our video products. Our Order Enlry team enters orde6
into our CRM, Salesforce. Repods will be maintainsd and exiracted
from Salesforce for quartedy reporling to Sourewell.
53 Do you accept lhe P-c€rd prorurement and payment
process? lf so, is there any additional mst lo Sourcwell
Membars tor using this Drocess?
Axon can process via P-card if necessary but prefers ACH payments
whenever possible.
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Line
Item
ldentify any element of lhe tolal cost of acquisition that is
delivery inspection, installation, set up, mandatory training, or
initiai inspeclion. ldentry any parties that impose such cosls
and their relationship lo the Proposer.
Bid Number: RFP 010720
has included all available inslallalion and
during
Our sales represenlatives can discuss
advantage
the ordering process, We encourage agencies lo
of our axperjenced Professional Services team for
training options in our
options with each
and training,
different priceat
but it is not mandatory. We ofier several
points for agencies al various budgets.
lf ihe Member chmses to purchase tbe Axon router ior the Axon
Fleet in-car solulion, Netcloud and Cradle€re must also be
purchased, PRIME Nelcloud enables zero-touch deployment and
remote managemenl of Multi-WAN branch and in-vehicle routers and
loT gateways. Netcloud Engine enables virlual cloud networking that
leverages cloud, Software-Defined Networking (SDN), and Network
Function Virtualization (NFV) technologies. Cradlecare includes:. Coverage tor all products and seryices. 12X5 support via email, phone and chat
' 24X7 qualilied phone support
Advanced Exchange: next day business replacement
ServiE lev€l targats
Extended waranty for routers for the term oi lhe Cradlecare
Assigned Enterprise Support Engineer (for deploymenls of 50
or more). Enterprise engineering resources for network design and best
practices implementation. Priority consideration of future feature requests and beta trials
Vendor Name: Axon Enterprise, lnc.
54 Describe your pricing model (e.9., line-item dismunis or
product-category discounts). Provide detailed pricing data
(including standard or lisi pricing and the Sourcewell
dismunted price) on all of the items that you want
Sourcewell to consider as part of your RFP response. lf
applicabie, pro'ride a SKU for each item in your proposal.
Upload your pricing materials (if applicable) in the documenl
upload section of your response.
Axon is proposing a Schedule Discount for Sourcewell Membe6.
The discount increases as the order quantity increases. Please see
question #55 and the document in the pricing materials section for
full details.
55 Quantify the pricing discount represented by the pricing
proposal in this response. For example, if the priciag in
your response represents a perentage dismunt from MSRP
or lisl, state lhe percentage or percentage range.
Axon is proposing the following discount schedule based on order
quantity. This discount schedute applies to Axon manufactured items.
This does nol apply to items which Axon resells as part of its
offerings. Please see the uploaded price sheet, inctuded in the
docum€nt section.
Ouantity: 1. Customer Dismunl
Quantity: 2-99. Customer Discount
Quantity: 1 00-249. Customer Discount
Quantity: 250499. Customer Discount
Ouantity; 50O999
' Customer Dis@unt
Quantity 1000+. Customer Discount
% off MSRP:
% off MSRP:
% off MSRP:
% off MSRP:
7o off MSRP:
% off MSRP:
0.00%
1.00vo
3.00%
5.OOo/o
7.OO%
10.00%
56 Descdbe any quantity or volume discounls or rebaie
programs that you offer.
Axon is proposing the following discount schedule based on order
' Customer Discount
Ouantity: 2-99. Customer Discounl
Quantity; 1 00-249. Customer Discounl
Quantity; 250499
' Customer Discounl
Quantity: 500-999. Customer Discount
Quantity 1000+. Custom€r Discount
% off MSRP:
% off tulSRP:
% off MSRP:
% otf MSRP:
% otf MSRP:
% off MSRP:
0.00%
1.AO%
3.00%
5.00%
7.OoV.
10.00%
quantity.
Quantity: '1
Propose a method of facilitating "sourced" products or
related seryices, which may be refered to as "open market'
items or "nonslandard options'. For examplo, you may
supply such items 'at msf or 'at mst plus a perentage,"
or you may supply a quote for each such request.
Axon sells at the sourced party's MSRP. Disc,ounls may be applied
in certain situations on sourced items, on a case-by-case basis.
lf freight, delivery, or shipping is an additional @st to lhe
Sourcewell Member, desdbe in detail the complete freight,
shipping, and delivery program.
Freighl, delivery, and shipping are inciuded in our msts.
60 Specifi€lly descrjbe fieight, shipping, and delivery tems or
programs available for Alaska, Hawaii, Canada, or any
offshore delivery.
Freight, shipping, and delivery are included for Ataska, Hawaii, and
Canada-
61 Describe any unique distribution and/or delivery methods or
options offered in your proposal.
Axon offers expedited shipping through FedEx upon request.
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Table 12: Pricing Offered
hlfi Itn" Pricing offored in this Proposal is:Comments
62
I b. the same as the Proposer typi€lly offe6 to GPOS, cooperative procurament organizalions, or state purchasing
ldepartments
Table 13: Audit and Administrative Fee
Line
Itsm Quosllon Responso '
OJ Specifi€lly describe any self-audit process or program that you
plan to employ to verify compliance wilh your proposed Contract
with Sourewell. This proess jncludes ensuring that Sourcewell
Members obtain the proper pricing, that the Vendor reports all sales
under the Contract each quarter, and lhat the Vendor remits the
proper administrative fee to Sourcewell.
Axon utilizes Saleslorce.com as its CRM tml and Microsofi
Dynamics Ax as its enterprise resource-planning tool. When
a sales represenlative provides a customer a quote utilizing
the @operative, the sales repr€sentative will select the
cooperative contract within Saleslorc€.@m. At the end of the
quarter, our Sales Operations team runs a report in
Salesforce.com to see all deals thal closed the previous
quarter for each cooperative thal requires reporting. Because
a sale could be closed in Saleslorce but not actually shipped
or invoi@d for, we then run lhat information in Microsoft AX.
Microsoft AX allows us to see if the ship date occurred
within the reporting quarter and the amount that we invoiced
to lhe customer. Once we have all pertinent data, w€ put it
into an Excel spreadsheet to guide us in reporting the
cooperative sales data.
64 ldentifu a proposed administrative fe that you will pay to
Sourcewell tor facilitating, managing, and promoting the Sourcewell
Contract in the event that you are awarded a Conkact. This fee is
lypi€lly calculated as a percentage of Vendo/s sales under the
Conlract or as a p€r-unit fee; it is not a line-item addition to the
Membe/s mst of goods. (See the RFP and template Cootract tor
additional details.)
Axon will pay ZYo on lhe initial shjpment or 1% on a multi-
year sal€.
Table 14: lndustry Specific Questions
D€scIibe, in detail, ths video and
recording features as it applies to your
products. Examples may indude activation,
buffering, range, resolulion, file transfer, €tc.
Bid Number: RFP 010720
solutions include our thr€e cutrent models of body cameras, our in€r €mera
and our interuiew room solution. Their video and remrdjng features are laid
BOOY 3
The Axon Body 3 is a camera system incorporating an audio and video recording
device- This cam€ra is designed for use in tough environmental conditions
encountered in law enforcement, correclions, military, and srurity aciiyities. The Axon
Body 3 camera is designed to record events lor secure storage, retrieval, and
analysis to the Axon Evidence seryice. The recorded events are transferred lo your
storage solution using lhe Axon Body 3 Dock. Additionally, the Axon View application
playback of footage on a smart device for review prior lo storing the data.
Axon Body 3 utilizos a new image sensor and improved microphones to provide
highesl quality eviden@, especially in lowlight environments. Enhaned devic€
Vendor Name: Axon Enterprise, lnc.
Line
hem Oueslion Response
65 ll you are awarded a mntracl, provide a
few examples of intomal metriG that will
be tracked to measure whether you are
having sumss with the @ntra61.
AJon will track the following inlemal metris to measure success with the contract:. The number of agenci€s who utilize the cooperalive. The dollar amount ot sales associated with lhe cooperative. The Length of time takes to update the contract after new products/services are
announced by Axon
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Bid Number: RFP 010720
intelligence and Axon Signal wireless activation €pability allows oftieF to focus on
the situations at hand. The emera can also be activated by a simple double-tap on
the large, easily aressible button on the front of th€ device.
The pre-event buffer mptures up to two minutes of video (depending on agency
is 30
for pr*
The mmera has four video quality settings with a minimum video resolution of 480p
and a maximum video resolution of 1080h. The video resolutjon, encoding bit rate,
frame rate, and video en@ding format impact ths size of files €ptured at each
setting. The device has 64 GB of non-removable storage to house captured video
files. The 480p resolution setting eptures video at a rate of 0.9 GB per 60 minutes
of video. This setting supports storage of over 46 houre of video. The 7201 resolution
setting captur€s video at a rate of '1.2 GB per 60 minutes of video. This setting
supports storage of approximately 38 hours of video- The 720h resolution setting
captures vldeo at a rate of 2.0 GB per 60 minutes of video. This setting supports
storage of approxlmately 25 hou6 of video. The 1080h resolution setting captures
video at a mt6 of 4.5 GB per 60 minutes of video. This supports storage of
approximately '11 houE of video.
The Axon Body 3 is our first camera to integrate with Axon Aware. Axon Aware is
our n€w real-time siluational awaren€ss technology. The camera is connected to
LTE - similar to a ell phone - and can livestream to Axon Evidence instantaneously
so that authorized superuiso.s, incident commandeE, real-time cdme enters of other
dssignated resources have better information from the field. This LTE capabilib/ also
opens the d@r for a wide variety ol potential future featurs, including criti€l
evidene offloading from the lield, 'Snd my mmera" locator functionality, and much
mor€ that will be added in future fimware releases. Oth6r Axon Aware features
include real-time alerts and notifications, including gunshot detection. Additional
€pabilities will be added over time, and Axon Aware itself will also eventually be
incorporaled into other Axon products.
Axon Aware features require a separate subssiption, of which there are two tisrs,
Axon Aware and Axon Aware+. The specific capabilities within each tier will evolve
over time, but the main difference as it relates to policy development is that the Axon
Aware+ tier enables livesfeaming ftom all Axon Body 3 came€s, while the Axon
Aware ti€r does not.
How does Axon Aware work in a real-world situation? ln the lield, let's say an off@r
g€ts a call of a domestic disturbance and begins a recording. Back at the station, a
superuisor op6ns th€ Aware tab in Axon Eviden€; the live map shows the offic€r's
GPS marker and other camera details. As the officer arives on scene, he is
@nfronted by ths DV suspect and broadcasts a quick but incomplete radio call. The
superyisor activates livestreaming and s€s the hostjle susp€ct advancing on the
officer. The oflicer is notified through feedback on the device that the video is being
livestreamed. The supervisor radlos backup lo respond Code 3 as she also heads to
your location. She broadcasts the descrjplion of the assailant to dispatch and other
raspondars. Backup anives in time to help taka the suspect into custody without
further incident.
The Axon Body 3 also includes a Camem Display, lvhich shows information on
camsra status and activity. Diff€rent infomation is shom depending on if the Axon
Body 3 camera is in lhe field or in an Axon Dock. lf Axon Aware is not enabled,
some i@ns may not be active or displayed. The Status Bar (upper portion of the
display) shows the battery capacity, €mera pairing intormation, light status, Stealth
mode status, and low battsry wamings. Th6 Activity Area (majn portion of the display)
gives infomation on camera readiness, recording status, Axon Signal broadcasts,
Axon Aware Live Streaming notifi€tions, gunshot detection wamings, and Mute Mode
information. At night and in lowlight situations, users c€n use lhe Seleci button to
backlight ths Camera Display. The backlight display €n bs activated by doubt*
pressing lhe Selsct button on the Axon Body 3. This will trigger the Camera Display
to light up and remain backlit for lwo seconds.
The Axon Body 3 also includes new security features, which provide greater device
security for data on the camera, in transit, or in lhs case that the €mera is lost or
stolen. The solution allows for faster otfload and recharge in mmpadson to other
products on the market.
Oher features and benellts of the Axon Body 3 include:. lmproved Video: Provides up to 4x better video quality. Multi-Microphone Audio: Provides uftra-clear audio recording
Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720
. Unmatched Durability: Built lo withstand edreme weather. Full-Shift Battery: Never worry about battery life in the lield. Pre-Event Buffer: Conligurable up lo 120 seconds with optional audio capture. Advanced Detection & Wir€less Activity: Great€r device awareness allows tor
broader camera activation methods. High Speed Offload & Chargingi Offload evidence and charge quickty. On- Device Encryption. Advanced Telemetry: Embedded GPS and accelerometer. Dock: Dock supporls offload and charging of up to eight cameras. Ve6atile Mounls: New mount keeps lhe €me€ secure without magnets or
puncturing shirts
AXON BODY 2
The Axon Body 2 was designed specifically for use in tactjcal policing situations to
€pture events as seen by lhe oflicer. Activatjon of event recording is simple and
accessible, making it easy for oflicers to operate the device in high-skess situalions.
Remrdings are initiated with a single evenl button lo€ted on the front of lhe device,
so an oflicer €n easily reach it with one hand. The Axon Body 2 €n also be
actiyated wirelessly through Axon Signal technology.
The pre-event buffor captures up to two minutes of vidm (depending on agency
settings) immediately preeding event recording. The pre-svent buffer period is
configumble in 3o-second increments, from 0-'120 seconds at 480p and 720p
resolutions, and from 0-90 semnds at 1080p. By default, the pre-event bufier is 30
se@nds. For additjonal flexibility, a 1o-second pre-event buffering option is also
available. Audio remrding can be disabled during buffered video recording lo
accommodate agency evjdence collection policies. Audio recording is disabled for pr+
event buffering by defautt.
The mmera has four video quality s€tting€ with a minimum video resolution of 480p
and a maximum video resolution of 1080h. The video resolution, enrcding bit rate,
f€me rate, and video enoding format impact lhe size of files €ptured at each
settjng, The devic€ has 64 GB of non-removable storage to house captured video
files. The 480p resolution setting captures video at a rate of 0.9 GB per 60 minutes
of video. This setting supports slorage of over 46 houre of video. The 7201 resolution
setting captures video at a rate of 1.2 GB per 60 minutes of video. This setting
supports storage of approximately 38 hours of video. The 720h resolution setting
captures video at a rate of 2.0 cB per 60 minutes of video. This setting supports
sto€ge of approximately 25 houB of video. The 1080h resolution setting €ptures
video at a rate of 4.5 GB per 60 minutes of video. This supports storage of
approximately 11 hours of video.
The solution supports a Dock & Walk Workflow. At lhe end of a shift, offiers inserl
their cameras into the Axon Dock. The dock charges the mmeras and updates
while securely uploading videos. Videos en also be uploaded via lhe
Sync desktop client.Eviden@
FEATURES & BENEFITS. HD Video: The industts best lowlight video records in 1080p HD. Full-shift Battery: Lasts for a full shift (over 12 houre). Configurable Pr+Event Buffer: Capture up to 2 minutes beforc an event. Dual-Channel Audio: Camera re@rds two audio channels. Axon Signal Wireless Activation: Cameras start recording automatically based on
predefined lriggers. Optional lvlute: Disable audio in the field to support dual-party consent. Mobil€ Appli€tions: Tag and replay videos from th€ field with Axon View. RapidLock Mounts: Versatile mounts are designed for versatility and comtort,
while keep the camera steady
TECHNICAL SPECIFICATIONS. Field ol View: 143 D€gre€s. Recording Capacity: Up to 70 Hours Depending on Resolution. Video Quality: 30 fames per second; resolution spanning 480p - 1080p. Battery: Rechargeable lithium-ion polymer battory (3000 mAH c€pacity). Weather Resistan@: IEC 60529 lP67 (dust, wateo; M|L-STD-810G (Satt fog). Humidity: 95% non-condensing. Operating Temperature: 4 "F "lo 122'F F20 "C To 50 "Cl. Rugged: Drop test€d ftom up to 6 Feet - camera is housed in high-impact
polymer
AXON FLEX 2
The Axon Flex 2 is a point-of-view Hmera that provides multiple options for wearing
the mmera to suit your offtcers' needs ln the field. The 120' tield of view lens
captures events as oxperienced by the wearer. Activation of event recording is simple
and accessible, making it easy for oflicers to operate the device in high-stress
Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720
situations. Recordings are initiated with a single event button lo€led on the front of
the controller, so an offier can easily reach it with one hand. The Axon Flex 2 can
also be activated wirelessly through Axon Signal technology,
The €meE is connected to a controller, which houses the battery, with one €ble.
The Axon Flex 2 amera can be mounled on Oakley Flak Jacket@ glasses, ball
€ps, uniform collars and epaulettes, a lowider headband, on a vest, and motorcycle
and SWAT helmets.
The pre-event buffer €ptures up to two minutes of vids (depending on agency
settings) immediately preceding event remrding. The pre€vent buffer period is
mnfigu€ble in 3o-semnd increments, trom 0-120 s€mnds al 480p and 720p
resolutions, and from 0-90 seconds at 1080p. By default, the pr*event buffer is 30
seconds. For additional flexibility, a 1o-seond pre€venl buffering oplion is also
available. Audio recording can bo disabled during buffered video rc@rding to
accommodate agency eviden@ collection policies. Audio recording is disabled for pre-
event buffering by defautt.
The camera has four video quality seiings with a minimum video resolution of 480p
and a maximum video resolution of 1080h- The video resolution, encoding bit rate,
frame rate, and video encoding format impact the size of files mptured at each
setting. The device has 64 GB of non-removable storage to house captured video
files. The 480p re$lution s€tting €ptures video at a rate of 0.9 GB per 60 minutes
of video- This setting supports storage of over 46 hou6 of video. The 7201 resolution
setting capturs video at a rcle of 1.2 cB per 60 minutes of video. This setting
approximately 11 houre of video.
The solution supports a Dock & Walk Workflow. At the end of a shift, offiers insert
their €meras into lhe Axon Dock. The dock charges lhe cameras and updates
flmware, while securely uploading videos. Videos mn also be uploaded via the
Evidene Sync desktop client.
AXON FLEX 2 FEATURES & BENEFITS. HD Video: Th€ indust4y's best low.light vids r€cords in 1080p HD. Full-shift Ba$ery: Lasts fo( ovet 12 hours mvering an entire shift. Conligurable Pr+Event Buffer: Capfure up to 2 minutes betore an event. Dualchannel Audio: Camera re€rds two audio channels
' Axon Signal Wireless Activation: CameEs siart re€rding automali€lly based on
pre-defined triggers. Optional Mute: Disable audio in he field to support dual-party consent, Mobile Application: Tag and replay videos with the Axon View mobile app. RapidLock Mounts: The systom uses veBatile mounts designed for veGatility
and mmfort, while keep lhe camera steady
TECHNICAL SPECIFICATIONS. Field of View: 120 d€gr€es. Remrding Capacity: Up to 70 Hours depending on ,esolution
' Video Quality: 30 frames per second; resolution spanning 480p to 1080p. Battery: Rechargeable lithium-ion polymer battery (3600 mAh capacity). W€ather Resistane: IEC 60529 lP54 (dust, rain); MIL-STD-810G (Salt fog). Humidity: 95 perent non€ndensing. Operating Temperature: 4 F lo 122" F [-20" C to 50' CJ. Drop Test: Up to 6 feet; devices are housed in high-impact polymer
' Dimensions: Controller: (D1) 0.94 in, {D2) 1.14 in, (W) 2.45 In, (H) 3.0 in;
Camera: (L) 2.9 in, (H) 0.75 in, (W) 0.74 in. Weight: Controller: 4.4 oz., CameE: 0.88 oz
AXON FLEET
mnstraints
&lmera;
technologies. The cameras feature wide"angle lenses and HD vid€o to ensure top
quality recording.
Axon Fl€et includes front and back €meras wilh features like inftared and zoom.
And it offers you things you don't always associate with in€r systems, like simple
pricing, over-the-air updates so you never have to worry about manual work, and
integralions with Axon's body mmeras and evjdene managemenl system to save you
time. The rotatable front €mera's low.profile design and improved mounting
maximizes th€ office/s field of view and provides clear, stable video. lts digital zoom
makes license plates readable at up to 30 foet.
Vendor Name: Axon Enterprise, lnc.
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Bid Number: RFP 010720
As part of the Axon platform, Axon Fleet works seamlessly with Axon body cameras
and Axon Evidene to mpture the full story. One uploaded to Axon Evidene,
multi€m playback allows videos that were recorded by diff€rent body-worn and in-car
mmeras (in the same lo€tion and time) to be played back together on the same
screen, allowing useB to view an incident from multiple vantage points. lntegration
with Axon Evid€n@ means you €n securely share and tEck digital evidene across
public safety siakeholders with smart features such as redaction, digital verifi€tion,
and audit logs.
The cameras have four Mdeo quality settings (Low SD, High SD, Low HD, and High
HD) with a minimum video resolution of 480p and a maimum video reslulion of
1080p. It utilizes a 16:9 aspect Etio at 1080p and720p, and a 4:3 aspect raiio at
480p. The video resolution, encoding bit rate, fEme rate, and video enmding format
impact the size of files €ptured at each setting. The devic has 64 GB of non-
removable The Low SD setting captures video at a 480p video resolution at a rate
of 0,8 GB per 60 minutes of video. This setting supports storage of over 70 houE of
video.
The Axon Fleet system supports three different methods of emera activation. Two
require manual interuention by the officer, while the third does not. First, offiers €n
use the View XL MDT appli€lion to s€€ the eurent siatus of each €mera and tap
the scre€n to begin a remrding. The €mera status will lhen changa to "Recording"
on the screen. The rmrding can be ended using this method as well. Secondlt the
officer can press the large Event button on the front of each devic€ to manually
begin a recording. The smera status will then change to'Recording" on lhe MDT
screen. The re@rding can be ended using this method as well. Finally, Axon Fleet
includes handsfree emera activatjon via Axon Signal technology with configurable
triggers, including such as light bar activation, door, vehicle speed, acceleration, crash
and weapon rack. This allows offiers to focus on the task at hand and spend less
time managing technology. Recordings started via Axon Signal activation must be
ended manually via the ftont button or by using View XL.
The length of the prFevent buffer is mnfigurable Fom 0-120 seconds (in 30 second
increments) at 480p and 720p, a d Fom 0-90 seconds at 1080p. The camera also
features configurable on/off audio capture lo remrd the evidence your agency needs.
The duration of the pre€vent buffer is 30 seconds by default. Cameras mn also be
configured to record sound as well as video during buffering (sound is not recorded
by default during buffering).
Axon body-wom and in€r mmeras work either as standalono dsvices or in
mniunction with one another. The two systems integEte seamlessly, extending lhe
cverall c€pabilities of the Axon Evidencs gcosystem. This cross functionality allows
users to €tegoriza and label video on both Fleet and body cameras Aom the Axonylew XL software application. Wlten uploaded to Axon Evidenc€ metadata added in
lhe field is ingested with the video files.
There are two oftload methods available to upload Axon Fleet in-€r vid6o to Axon
Evidenco. Axon Sales Engineem will work Mth memb€r agencias to evaluale lh6se
methods to ensure that the right option for each agency is chosen. Both opiions
allow the cameras lo remain in the vehicle via wireless connectivity. Regardles of
offload method chosen, lhe MDT/MDC running Axon View XL must be abte to
mnnect to the lntemet-
Ihe Axon Fleet system supporls wireless offload via LTS4G networks using an incr
broadband connection. Th6 configuration also reduces the contention on agency Wi-Fi
lnftastructure, as Axon Evidence is a cloud-hosted seryice. This offload msthod is
b€st supported by an unlimited data and unlimited bandwidth plan (wihout which,yideo upload will likely be throttled).
Video is offloaded through an available ellular €rier network and the vehicle must
have a compatlble rculer €pable of slmultaneous AP/Client Mode. Axon does not
provision, activate or manage €rier SlMs. The MDT/[4DC running Axon View XL
must be able to mnnect to the lntemet.
Wi-Fi offioad is the second method available to agencies. This is an allemative to
LTE uploads for customeE whose LTE data plan throttles uploads or customeG in
areas lacking adequate LTE coverage.
A Wireless Offfoad Seryer (WOS) is required to facilitate offload via Wi-Fi. The WOS
is network appliane that enables multiple mncunent video offloads from the Axon
Fleet system leveraging the Axon route/s Wj-Fi as a wireless wide area network
(VVWAN) function ihrough compatible W-Fi access points.
When a vehicle is within range of a Wi-Fi acess point, the Axon View XL
application recognizes the WOS and begins to ofiload videos from the Axon View XL
upload queue to that seruer. The video omoad is done in segments, but, as with LTE
Vendor Name: Axon Enterprise, lnc.
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offloads, the vid@ lile is retained on the Axon Fleet Gmera until successfully
INTERVIEW
lnterview incorporates hjgh-deflnition mmeras and microphones to help capture
critiml events that o*ur in the interyiew room. Tha Axon lnteruiew interfa@
of an intuitive and user-triendly touch screen software. The application saves
you time and allows you to tag footage with meiadata before transfering it to Axon
Evidene. Axon lnterview uss two re@rding servem, with bolh independenuy
€pturing their own video feed and microphone feed from the source. lf one seruer
fails, the second seryer €pturgs everything. This redundancy means that you don't
have to worry about losing a lShour confession because a seryer crashed.
Axon lnterview software is installed on a touch panel and otfem an intelligent
for managing and monitoring
inleruiew r@m and will
interyiews. The touch panels will be mounted in
@mmunicate with the redundant remrdeeof each
the net\ilork. This eliminates the need for additional hardware and prees
equipment to be insialled; sEeamlining this proc€ss saves time and sffort.
feature of the Axon lnteruiew system is the mntinuous 24ft rearding bufter.
on mnfiguration, the buffer €n capture weeks of mntinuous audio and video
recordings to lo€l storage, protecting agencies from losing important foolago if an
interuiewer forgets to start re@rding. Agencies also have th€ ability to tully disable
remrding buffer should it be required by losl jurisdictional requiremenls. Please
buffer, any interyiew footage outside of an activenote, by disabling the mntinuous
recording session will be lost and the Pr6- and PGt-Event remrding buffer option is
also disabled-
re@rding, tools will allow the user to veriry both the video and audio are
Olher on-screen t@ls include bookmarks (to easily fnd key
video masking to protect privacy and
moments Aom
audio and an option to
screen.
hardware required for Axon lnteryiew includes he following mmponents.
Axis lP Cameras - The soluiion can support up to two €meras p€r room; both
and overt €merars are available, Cameras remrd at a maximum speed of
- The microphones will be plugged into the €meras and
re@ive lheir power from there.. Evo Touch Panels - Touch
room and will mmmuni€te with
interuiew will be started and stopped from the louch panel.
Ciso or HP POE Switches - The mmeras will be plugged into a POE switch,
remrding software. 24 psrt and Itheir power and mmmuni€ting with the
switches are availabl€.
Axon lnterview is installed on two
and simultaneously grab lheir own video
feed trom tho sour€. ln lhe event one seryer fails, the secrnd
captures eveMhing, €nsuring you won't lose any fooiage. The
12 to 15 cameras per physical location.
questioning. From capture
you track the history of a
panels wili be mounted in front of each interview
the redundant recordeG thmughout the network. The
suspect being brought in
of the Axon platfom that
lnteMew uses a secure mechanism to offload the interview footage from the
seryer to lhe custome/s Axon Evidene tenant. All communi€tion between Axon
lntewiew and Axon Evidence is mnducted over TLS '1.2 with 256-bit encryption to
safeguard data during ttansfer.
Evidence makes interyiew re@rdings more amessible to your agency useF,
productive. Your eviden@ en now be uploaded,
shared by any authoriz€d user. You en also live
ftom up to four came€s at lhe same time. Thanks to Axon Evidene, all your
data is now found in one place. For example, you can pair an Axon body-
camera atresl vide with Axon lnteryiew footage of the
Describe, in delail, th€ device features
to your product offering. Examples
include weight, size, weather
display or monitoring options,
battery life, etc.
Bid Number: RFP 0'10720
to courlroom, lnteruiew is part
sse in a secure, CJlS.mmpliant platfom.
each Member to onsure
the solution is highly configurable. Our
that lhe solution wo sell is mnfigured to heir individual
Axon Sales Engineering team will work
soluuons include our three rurent models of body emeras, our in-€r mmera
and our interyiew room solution. Their devie features are iaid out under the
headeF below. Axon has included lurther information regarding our offerings in the
Additional Documents upload portal.
BOOY 3
Vendor Name: Axon Enterprise, lnc.
Bid Number: RFP 010720
The total weight of the Axon Body 3 is 6.9 oz., inclusive of all integrated fastenings
for lhe st€ndard RapidLock mount. The €mera measures 1.3" (d) x 1.6' (W) x 3.8'
(H). The Axon Body 3 mmera is designed to work with a variety of Axon mounts.
Tha various mounts en be used with a wide variety of uniforms and hold the
€mera to your shirt, patrol vest, jacket, or belt.
ln general, the Axon mounting system consists of the attachment piece called the key,
that is built on to th6 back of th6 €mera, and the attachment receivor elled the
lock, built in to lhe mount. To lock a camera in plae, users insert the key of lhe
€mera into the lock of the mount and tum it g0 degrees counterclockwise (when you
are l@king straight at the mount)- To release the camera from the mount, tum the
€mera 90 degrees clockwise. Mounting oplions include: Flexible magnet mount,
single molle mount, double molle mount, anchor mount, women's z-bracket mount,
men's z-bracket mount, large pocket mount, small pocket mount, Valcro mount, b€lt
dip mount, and wing clip mount,
Note: As with any Radio Frequenry or electonic device, Axon rccommends that you
avoid placing your Axon Body 3 €mera directly next to your radio to prevent
inadvertent radio activation.
The Axon Body 3 mmera display is loffited on the top of the devi@. The display
area is 1.66'(W) x 0t6" (H), with a viewable area of 1.00'' (W) x 0.42'(W). The
Camera Display shows information on emera status and activity. Different infomation
is shown depending on if the Axon Body 3 €mera is in the field or in an Axon
The Axon Body 3 is our first camera to integrate with Axon Aware. Axon Aware is
our new real-time situational awareness technology. The emera is mnnected to
LTE - similar to a ell phone - and can livestream to Axon Evidene instantaneously
so lhat authorized superyisors, incident mmmanders, real-time crime centers or other
designated resources have better information from the field. This LTE €pability also
opens the door for a wide variety of potential future features, including criti€l
svidence offioading fiom lhe field,'find my €mera" locator funclionality, and much
more that will b€ added in future firmware releases. Other Axon Aware fealures
include real-time alerts and notifi€tions,
mpabilities will be added over time, and
into other Axon producls.
lhe usage of an Axon
Buffering
Eody 3's
treater battery mnsumption and
including gunshot detection.
Axon Awars itself will also
Additional
eventually be
The Axon Body 3 is extremely rugged, securely sealed, water r€sistanl, and shock
resistant. The Body 3 €mera is a self-contained unit with no fragile moving parts on
the exterior. The device is designed for dumbility and undergoes rigorous testing so
users €n rely on longer{asting cameras with fewer failures and a lower overall total
mst of owneEhip.
When a fully depleted battery is recharged using the Axon Dock, the recharge time
for '12+ hours of buffering mode is approximately five (5) hours. lt should be noted,
however, that the battery is designed to last a tull 12+ hour shifr, and it is unlikely
that th€ battery will fully deplete aft€r one use. Charging a fully depleted battery for
appoximately lhree (3) hous will provide an 80% charge.
The Axon Body 3 has an IEC 60529 lP67 ingress protection (lp) rating. This lp
rating means thB device is dust-tight and highly resistant to water ingress when
submerged at a depth of up to 1 meter for 30 minutes. Sensitive internal
components are dependably protected against solid and liquid intrusions.
Th€ Axon Body 3 is test€d to and passes MIL-STD-81oG Tst Methods for vibration,
salt fog, and blowing dust resistance. The device operates normally in up to 95%
humidity (non-@ndensing).
The Axon Body 3 is impact cerlified from a height of 6 feet. The most common
mode, '1 hour while in Recording mode. Additionally,
advanced functjons (e.9., livesteaming) will result in
reduce overall battery life,
Vendor Name: Axon Enterprise, lnc.
Bid Number: RFP 010720
Axon camera's high-temperature tolerance proves valuable on particularly warm days
when storing a devie in a vehicle or when responding to incidents involving
excessive heat, such as a rsidential or €r tire.
Axon on-officer came€s should not be stored in environments where the temperature
is likely lo exceed 95 'F (35 'C) (such as under dkect sunlight, near heaters, or in a
vehicle in extremely hot weaiher) or exposed to temperatures below -4'F (-20'C).
damage to body-worn camera devices results from a drop; the Axon camera's
ruggedized high-impact polymer protects against damage from this mmmon
Gcurrenre, reducing repair and replacement costs as well as downtime. Further,
Axon's numorous mounts are strong enough to hold lhe €mera in plae during
strenuous activities such as running or fighting.
Axon body-worn €meras have an operating temperature range of -4 "F lo 122.F
[-20 "C to 50 "C], The €meras'ability to withstand extreme t€mperatures keeps
crucial evidence safe and means officers can rely on their €meras'functionality in
almost any environment throughout the year,
AXON BODY 2
The total weight of the Axon Body 2 is 5.O oz. (142 grams), inclusive of all
integEted fastenings for the standard Rapidlmk mount. The camera measures 0.94"
(D1) x 1.01" (D2) x 2.76" W) x 3.42" (H). The Axon Body 2 camera is designed to
work with a variety of Axon mounts. The various mounts €n be used with a wide
variety of unifoms and hold lhe €mera to your shirt, patrol vest, jacket, or belt.
ln general, lhe Axon mounting system @nsists of the attachment piece €lled the key,
that is built on to the back of the €mera, and the attachment receiver called the
lock, built in to the mount. To lock a camera in place, users insert the key of the
€mera into lhe lock of the mount and tum it g0 degrees munterclockwise (when you
are l@king straight at the mount). To release the mmera from the mount, tum the
€mera 90 degrees clockwise. I'Jounting options jnclude: Flexible magnet mount,
single molle mount, double molle mount, anchor mount, women's z-bracket mount,
men's z-bracket mount, large pocket mounl, small pocket mount, Velcro mount, belt
clip mount, and wing clip mount.
Note: As with any Radio Frequency or elecfonic device, Axon recommends that you
avoid placing your Axon Body 2 camera directly next to your radio to prevent
inadvertent radio activation.
The Axon Body 2 has an intemal, rechargeable,lithium-ion polymer battery
replaceable, and recyclable.
with a
3000 mAh mpacity. The battery is removeable,Once
powered
Buffering
on, Axon €meras have lwo operating modes. The delault mode, or
mode,provides pre-event buffering lo
Event (rercrding) mode. When
a tully charged battery will last
ffipture activities that occur before
ac,tivate the the devie is tumed on and in
Buffering mode,12+ houB. ln Event mode, the batlery
life varies depending on the recording resolution. Axon cameras have four video
quality settings (Low SD, High SD, Low HD, High HD) spanning 480p, 720p and
1080p video resolutions. Axon €mera batteries will provide 12+ hours of power
when recording time at a resolution of 480p or 72Op, and 10+ hous of power when
re@rding at 1080p.
The Axon Body 2 does not have a display screen. However, officers €n determine
the approximate remaining battery life of the Axon gody 2 by pressing the Battery
Status button. The button is located beneath the cmera's Event button on lhe front
of the devie. The Battery LED ring displays the battery's remaining €padty when
the device is in use and during charging. ln addition, an offlcer €n find the exact
battery perentage remaining on the camera through the Axon View application on a
paired smart device. The Axon View application also allows officers to watch videos,
add metadata, view remaining re@rdjng 6pacity, and morHll from the lield.
The Axon Body 2 has an IEC 60529 lP67 ingre$ protection (tP) rating. This tP
rating means lhe device is dust-tight and highly resistant to water ingress when
submerged at a depth of up to 1 meter for 30 minutes. Sensitive internal
@mponents are dependably protected against solid and liquid intrusions.
The Axon Body 2 is tested to and passes MIL-STD-81OG Test N,lethods for vibration,
salt fog, and blowing dust resistance. The device operates normally in up to g5%
humidity (non-condensing).
Vendor Name: Axon Enterprise, lnc.
Bid Number: RFP 010720
The Axon Body 2 is impact @rtified from a height of 6 teel. The most common
damage to body-worn camera devies results from a drop; the Axon camera's
ruggedized high-impact polymer protects against damage from this emmon
occurence, reducing repair and replacement costs as well as downtime. Further,
Axon's numerous mounts are strong enough to hold the camera in place during
strenuous activities such as running or llghting.
Axon body-worn cameras have an operating temperature range of -4 "F to j22 "F
[-20'C to 50'C]. The cameras'ability to withstand extreme lemperatures keeps
crucial evidence safe and means officeG can rely on their cameras'functionality in
almost any environment throughout the year.
Axon camera's high-t€mperature tolerance proves valuable on particularly warm days
when storing a d€vice in a vehicle or when responding to incidents involvlng
excessive heat, such as a residential or €r lire.
Long-term storage should be in a cljmate-controlled environment, less than one month
at the highest temperature. Axon body-wom €meras have a charging temperatur€
range of 41 "F to 95 'F [5 "C to 35 "C].
AXON FLEX 2
The Axon Flex 2 €mera is 2.9 in (L) x .75 in (H) x .74 in (W) and weighs 0.88 oz.
The Axon Flex 2 mntroller is 3.0 in (H) x 2.45 in (W) x 1.14 in (D) and weighs 4.4
oz.
Axon Flex 2 6mera mounts attach to offier uniforms, accessories, and protective
gear. The selection of mounts faciliiates several point{f-view perspectives.
The following mounts are designed to be used with the Axon Flex mmera portion:. Oakley Eyewear Mounl: The Flex 2 €mera ffin be attached to Oakley Flak
Jacket@ glasses with the Oakley Eyewear Mount. This mount positions the mmera at
eyeJev€|, designed to €pture the office/s direcl point-of-view.. Ball Cap Mount The Flex 2 camea can be wom with officer headgear,
including ball caps, using lhe magnetic Ball Cap Mount. One magnetic clip is placed
on the inside of ihe cap while the rest of the assembly ovedaps on the outside, held
securely in place by magnetic for@. The €mera clips into the outer a$embly and
sits near the office/s eye-level.
' Lowrider Headband Mount: The Lowrider Headband Mount is a comtortable
frame lhat wraps around the back of the head with a Flex 2 ameft clip mounted on
the front end. Like the Oakley
sye-level to capture an office/s
Eyewear Mount, the headband places the emera at
true perspective of events.
. Epaul€tte Mount lf an officeds unifom shirt has epaulettes, the Flex 2 cameta
can attach to the shirt with the Epaulette Mount. The mount €n be positjoned to
place the €mera above or below the epaulette to capture the desired perspective.. Over Vest Mount: The Over Vest l\,1ount attaches to vests wom in the field_ ln
tiactical situations, his mount provides the same level of stability and arcessibility as
the epauletlo mount.. Helmet Mount: The Helmet Mount attaches the %mera to most smooth, hard
surfaes, like helmets, using a suction mechanism. The mount can be placed
anywhere on the gear that can achieve suction., SWAT Mount: SWAT ofiiers know better than anyone that body-worn €meras
mn be knocked off in highly physi€l situatjons. That's why we've developed a mount
lhat secures the full Axon Flex 2 system to a SWAT office/s helmet and holds true
Collar Mount; The Collar Mount consists of a magnetic clip with an attached
Flex 2 amara clip and a metal collar support bar designed to wrap undemeath the
collar (around the back of the neck) for stability. The magnetic clip attaches to the
shirt collar to mount the €mera above shoulder-ievel,
Mount, the Flex 2 €mera and
the system on the helmet
Vendor Name: Axon Enterprise, lnc.
Axon off€rs a variety of controller mounts to suit individual needs. Some mounts are
optimized for security in tacti€l situations {Z-Bracket, Magnet, and Molle Mounts),
while others provide more versatjlity (Shirt Pocket, Clip, and Velcro mounts), The
following mounts are designed to be used with the Axon Flex controller:. Z-Brackel Mounl The Z-Bracket Mount inserts betfleen th6 buttons of a shirt,
This mount is available in both male and female unifom orientations.. Magnetic Mount Options: We offer two powerful magnetic mounts to
ac@mmodate different uniform attire and give the wearer a broad choie of mounting
localions. The Flexible Magnet Mount is intend€d for lightetrweight unifom shirls, and
the Outeilear Magnet Mount is for coats and heavier gaments.
' Molle Mount Options: Molle mounls attach to the Molle straps on tacti€l vests
and €n withstand >100lbs of retention for@. The Singl€ Molle Mount is lighter and
more flexible than the Double Molle Mount, which provides more lateml stability.
' Wing Clip Mount: The Wing Clip Mount consists of two pie@s that make use of
svwsv,v" r,,tv,vPv
Bid Number: RFP 010720
clipping and slot-and-key teatures to grip the fabric and provide strong retention. The
mount is non-magnetic, Iightweight, and versatile in plaement owing to a hole feature
that allows mounting over buttons or zippers. Furthermore, the ouler piee can be
rotated to the appropriate orientation per surface markings, so that the mount €n be
worn over single or double layers of fabric. This mount is compatible with a number
of type B and C unifoms.. Shirt Pocket Mounts: We offer the 4" and 6" Shirt Pocket Mounts that attach
easily to unifom shirt pockets of varjous sizes.. Clip Mount: The Clip Mount is simple in design and easy to fasten. This mount
pemits numerous mounting loetions for non-tacti€l use.. Velcro Mount: The Velcrc Mount attaches to unifoms and vests with Velcro
patches. Note that the back of the mount must be sewn onto or otheNise affixed to
the unifom.
The Axon Flex 2 @nt.oller houses the device's intemal, r€chargeable, lithium-ion
polymer battery. The battery has a 3600 mAh capacity. On€ powered on, Axon
cameras have two operating modes. The default mode, or Bufferjng mode, provides
pre-event buffering to €pture activities that @cur before you activate the Event
(Iecording) mode. Vvhen the device is tumed on and in Buffering mode, a fully
charged battery will last 12+ hours. ln Event mode, lhe battery life varies depending
on lhe recording resolution- Axon €meras have four video quality settings (Low SD,
High SD, Low HD, High HD) spanning 480p, 720p and 1080p video resolutions.
Axon camera batteries will provide 12+ hours of power when resrding time at a
resolution of 480p ot 720p, and 10+ hours of power when recording at 1080p.
fhe
lhe
Axon
of the controller. The Battery LED ring displays the battery's remaining capacity when
the devie is in use and during charging. ln additjon, an offler €n find the exact
battery perc€niage remaining on th6 camera through th€ Axon View appli€tion on a
paired smart device. The Axon View applimtion also allows officeG to watch videos,
add metadata, view remaining tecording €pacity, and morHll from the lleld.
The Axon Flex 2 is efremely rugged, ssurely sealed, water resistant, and shock
resistant. The Flex 2 system is designed for durability and undergoes rigorous testing
so use6 can rely on longerlasting cmeras wiih fewer failures and a lower overall
total cost of ownership.
The Axon Flex 2 has an IEC 60529 lP54 ingress protection (lP) rating. This lP rating
means the Axon Flex 2 camera and mntroller are dust-protected and safe from
ngress of spraying or splashing water ftom any direction. Sensitive internal
mmponents are dependably protected against solid and liquid intrusions.
The Axon Flex 2 is tested lo and passes MIL-STD-81oG Test Methods for vibration,
salt fog, and blowing dust rosistance. The system operates nomally in up to 95%
humidity (non{ondensing).
The Axon Flex 2 is impact ertified from a height of 6 feet. The most common
damage to body-wom €mera devices results from a drop; the Flex 2 system's
ruggedized high-impact polymer protects against damage from this common
occurene, reducing repair and replacement costs as well as downtime. Further,
Axon mounts are sirong enough to hold th6 camem and mntroller in place during
strenuous activities such as running or tlghting.
Axon body-worn cameras have an operating temperalure rango of -4 'F lo 122'F
[-20'C to 50'C]. The €meras'ability to withstand extreme temperatures k€eps
crucial evidence safe and means officers can rely on their mmeras'functionality in
almost any environment throughout the year,
Axon €mera's high-temperature tolerance provs valuable
dhen storing a device in a vehicle or when responding to
excessive heat. such as a residential or €r fire.
Axon €msE's high-temperature tolerance proves valuable
when storing a device in a vehicle or when responding to
excessive heat, such as a residential or car fire.
on particularly warm days
incidents involving
on particularly warm days
incidents involving
Long-tem storage should be in a climate-controlled environment, less than one month
at the highest lemperature. Axon body-wom Gmeras have a charging lemperature
mnge of 41 'F to 95 'F [5 'C to 35 "C].
AXON FLEET
The Axon Fleet solution is highly customizable. Axon Sales Engineem will work with
member agencies to evaluato options to ensure thal the solution fits your ne€ds.
Vendor Name: Axon Enterprise, lnc.
Bid Number: RFP 010720
The dimensions of each Axon Fieet hardware component are provided below (length
x width x height).
DIMENSIONS. Front Camera only: 4.12' x 3.61" x 2.31". Front Camera and Mounl 4.12" x 3.61" x 4.79". Rear Cameru: 1.37" x 5.22" x 1.72". Rear Camera Controller: '1.31' x 3.37" x 3.92'
Axon Power Unit (Battery);
Axon Signal Vehicle Unit:. Cradlepoint Router: 4.6' x 4.5" x 1.2"
WEIGHT. Front Camera: 6.9 oz
' Front Camera and fulount: 11.8 oz. Rear Camera: 9.6 oz. Rear Camera Controller:3.8 oz. Axon Power Unit (Battery): 9.8 oz. Axon Signal Vehicle Unit: 3.23 oz. Cradlepoint Router: 14 oz
Cradlepoint router serues as the communimtion platfom
Wi-Fi, GPS and Metadata for the Axon Fleet
inside the vehicle,
routing cellular,
or manage catrier
system. Please
SIM erds for routels
note
Axon does not provision, activat€, manage
and does not manage cellular mrier data plans.
The router kit includes lhe cunent Cradlepoint router, elh€met €bles, GplO cabling
and power cabling. The following hardware must ba purchasod to use the rouler.
5-IN.1 ANTENNA
The MULTIMAX FV antenna (manufactured by Airgain) is a full outdoor antenna
designed specifically to provide high performance connectivity for Fleet and public
Safety vehicles and assets connecting to almost any vehicular router or modem. This
antenna offers two high gain cellular/LTflM|Mo antennas which support LTE Band 14
for FhstNet, two high gain dual band Wi-Fi antennas, and a GNSS antenna inside a
single robust and mmpact housing.
WARRANTY
lf the Member chooses to purchase the Axon router, Netcloud and Cradlemre must
also be purchased. PRIME Netcloud enables zero-touch deployment and remote
management of Multi-WAN branch and in-vehicle routere and loT gateways. Netcloud
Englne enables virtual cloud networking lhat leverages cloud, Software-Deflned
Networking (SDN), and Network Function Virtualization (NFV) technologies. Cradlecare
includes:. Coverage for all products and services. '12X5 support via email, phone and chat. 24X7 qualified phone support. Advanmd Exchange: next day business replacement
' Seruice level targets. Extended warranty for routem for the tem of the Cradlecare liense. Assigned Enterprise Support Engineer (for deployments of 50 routers or more). Enterprise engineering resources for network design and best practices
Vendor Name: Axon Enterprise, lnc.
4.54'x2.98" x 1.63"
3.3"x2.31"x1.32"
The ftont.facing Fleet camera has an IEC 60529 lP53 ingress protection (lP) rating
(dust, spray). The raar-facing Fleet camera has an IEC 60529 lP54 (dust, spray).
Additionally, Axon Fleet smems are physi€lly hardened to the US lvtitiiary Standard
MIL-STD-8'10G and are suitable for policing and tacti€l operations.
All Axon Fleet hardware will op€rate nomally in up to g0% humidity (non{ndensing).
Sprdy and humidity testing are perfomed in house by Axon; dust testing is
perfomed by a third-party.
The Axon Fleet system has passed rigorous shock and vibration testing to simulate
an in-car environment in various road and environmental conditions. The system is
designed as a rugged solution built to withsiand the extreme and dynamic conditions
inside of a vehicle. The cameras €n withstand a 6-foot drop.
All Axon Fleet cameras and mounts are tested to IACP crash test specifications,
including a static pull lest with a force mnesponding to 50 times their own weight, in
al least three different angles to simulate fronlal, side, and rear collisions.
The Axon Fleet power unit (battery) essentially acts as both an unintemptible power
soure and a standby power supply. The Axon Fleet system uses the vehicle's
electri€l system as a power soure. lf the vehicle's ignition is shut off, the Axon
Fleet power unit supplies power to the camera to allow you to keep re@rding. With
a fully charged power unit, the €mera €n re@rd over 4 hous without lhe €ngine
running. The battery will begin recharging when the engine is tumed back on. lt may
take over 3 hours for a depleted battery lo fully recharge.
eeuusrgr r L,,vcrePc !v.
implementation
' Priority consideration of future feature requests and beta tdals
AXON INTERVIEW ROOM
The Axon Interview solution is highly contigurable. Our Axon Sales
will work with each Member to ensure that the solution we sell is
individual n€eds.
Engineering
configured to
t€m
their
Axon lnteryiew solution an support both overt and mvert €meras. The overl
€meras most mmmonly utilized has dimensions of 4.0" x 5.875" and a weight of
1.2 lbs. The covert camera most commonly uliljzed has dimensions of 1.75" x 0.82'
and a weight of 0.75 lbs, The mosi commonly ulilized microphone has dimensions of
2.75" x 4.5" and a weight of I oz.
fouch panels will be mounted in front of each inleMew rmm and communimte with
lhe redundant re@rders throughout the network. The mmeras will plug into and draw
power from a POE switch lo mmmuni€te with th€ recoding softflare. The
microphones will plug into and draw power frcm the €meras- The interview is started
and stopped from the touch panel or from a designated PC.
Ihe recording seryer is mpable of storing over 720 hours of video as this is meanl
as an initial recording point only. At the end of
begin offioading to the cloud, when
the remrding, the video iile will
,utomatically the video has been fully offloaded'and
'rom
authenti€ted with a cryptographic hash tunclion) ihe tile will automati@lly purge
the s€ryer making room for additional interuiews.
Bid Number: RFP 010720
Axon lnteryiew uses a secure mechanism to offload the interview footage from lhe
ocal seryer to the customefs Axon Evidence tenant. All mmmunication between Axon
lnteryiew and Axon Evidence is conducted over TLS 1.2 with 256-bit encryption to
safeguard data during transfer.
Vendor Name: Axon Enterprise, lnc.
68 Describe the trajning, set-up and
process.
Bid Number: RFP 010720
techni€l
to
assessment and support will
the Member. This individual
be provided by the Axon Pre-Sales
is a subject matter expert in
to mnfigure our products to best
resour€ required for your prcject.
will also mordinate any
Post evaluation by a Sales Engineer, Axon €n
investment with comprehensive implementation.
help Members to maximize their Axon
The Axon Professional Seryices leam
consists
an solution,starting with syst€m
to device use and functionality
structure and
We have included all our
@nfigurations b€fore
in the scope of this Cooperative. Axon sales
their purchase. Costs are included in our pri@
€n help individual members evaluate what plan is right for them
sheets,
There are other benelits with the Axon Professional ServiGs offering, such as subjecl
has rendered on-site support, compared to when agencies don't utilize ihe
Professional Seruies Managers focus entirely on on-site and off-site lraining. Our
team €n train everyone ftom officers,
detectives and even prosecutoG.
administratoB, armorers,
the initial phase of the implementation process, Axon's Professional Serui@s
with lhe following tasks;team will assist
Syst€m Set Up and Configuration
Configure €tegories & custom roles
Troubleshoot lT issues
on any lffilized issues that had not been previously identified. They will
demonstration and infomation platform for lheir co-workerlfuture user
They typi€lly become a resource when newer useF are activated and
training or assistance.
explanations
provide
the
and assistance for agencys configuration of security,
categories & relsntion, and other specific settings for
roles &
Axon Evidence.
should attend all tho training sessions that are decided upon. We will
Axon insbuctor training with the goal of educating
agency's subsequent training needs.
instruclors who €n
Axon believes in the philosophy of "Smad Small, Test, Assess, Corect, Go Big".
Deploy lhe key use6. Make sure the way you've configured your system integrates
smoothly into your workflow. Assess readinsss based on evaluation and f€edback and
lhe cameras, in-cr syslems, and interuiew room solution themselves are
design and use, a proper introduction to hardware and workflow is
The Professional Seruies training offering provides different optjons for
dependlng on the lev€l of detail and time necessary for ussrs.
make any neessary
schedule the rest of
adjustrnents. One you've taken these steps, you're ready to
your user training.
Professional Services team also will provide tha member
which can be used in future training sessions.
Vendor Name: Axon Enterprise, lnc.
69 Describe the dala storage,
management features and
relates to your products.
analysis, and
functionality as it
or other systems easily, manage it simply with search and retrieval features,
Within Axon Evidence, access to information is governed by the agency-defined
acess conlrol system built into the solution. Each Axon Evidene user is assigned a
role. Roles determine a useds permissions, which control levels of access to features
(SHA) to ensure a robust chain of c{.tstody, Original evidene data is never
All modifi€tions are handled by creating new, derivative files-
in lhe system for the appropriate amount oi timB. Categories include policy
for evidence retention and restricted access for especially sensitive evidene.
on lhe advaned search pags.
Axon Evidence features a full redaction suite natively within the application allowing
use6 to radact what mn be seen and heard in video evidene Ules. Axon Evidence
never alters tho original video evidene file when
or add metadata (e.9., notes, Utle, lD) and create photos from video stills.
Lists contol internal and external user access to files in Axon Evidence.
Axon Evidence has eight native system reports lhat include various sets of file
collaboratethen with and othereffortlesslyprosecutoE partners usrngby powerful
Whenfeatures.needs thesto.age lncrease,cloud-based allowssystem
to s€le andinstantly cost-effectively.
and
you seate a clip or a redaction.
redaction.
Spray
redaction,
and clips,
of hasevidsnc€its amess so mnlist,youpiece individually manage
as Youneeded.setmn the duration theand levelaccesssharingperiod to
evidence so actsit astsEvidenceamanagementsolulion,lumkey
allfor evidence.andvideoyourAxon-caplured
digital
digital
files as senecnme dodments and allmnphotos,third-party
digital
video)
0neftom Axon Evidence.
file shared (e.9., share or download).
rematn
Describe the availability of mobile
and mobile access for ths
included in your proposal?and
below.
Bid Number: RFP 010720
Evidene en be accessed using a mmpatible browser installed on a tablet or
Axon Evid€nc€ is wriften in HTMLs to allow mobile devices to display
can be ac@ssed with the followjng web browsers:
Microsoft lntemet Explorer
Google Chrome
l/ozilla Firefox
Apple Safari
Microsoft Edge
also offe6 several mobile applimtions, which are outlined under the headers
VIEW
Vendor Name: Axon Enterprise, lnc.
Bid Number: RFP 010720
Evidence with the tag infomation applied trom the Axon View appli€tion.
OfflceB can also view videos stored on the mmera using the Axon View app, an
offcor c€n pair the Axon mmera with a smart devic€ via a Bluetooth and Wi-Fi
@nnection and review videos stored on the €mera. Data is not stordd on the smart
device and €nnol be deleted, altered or ediled.
Offi€rs can lag vid€os with th€ following metzdala.. lD - Case lO of incident. lifie - ]-rtles default to the devie type, date and time of lhe video
epture "Axon Body 2 Video 2012-10-'13 1447'. This field can be updated by the
user at the time ol €pture to display a more specilic title (i.e. suspect name or
to the camera.
AXON CAPTURE
Axon Capture streamlines the evidene collection proc€ss by hamessing the power of
the modem phon€ to €pture digital evid€nce. lt allows officers lo mpture photos,
videos, and audio recordings using the technology already in their pocket, with lhe
security and organization to protect truth.
UnUl today, officeE have had two optjons: sacrifie seority for convenience, or
mnvenience for security. Th€ appli€tion was built specifi€lly for law enforement to
allow officF to capture digital evidence right tom the field.
The app eliminates th6 need to €rry three sepatate d6vi@s for pholo, video, and
audio recording. Metadala including lD, litles, evidentiary categories and GPS
mrdinates en be added to any recordings and syned lo your agency's Axon
Evidence account right fiom the sene. Officers can upload files from smartphones
in the lield to lheir agency's Axon Evidencs amunt over a data mnnection or Wi-Fi.
AXON DEVICE IV.IANAGER
assignm€nls, slatuses, and frmware updates for certain Axon devices from their
smartphons.
\uthorized users log in to the app under their agencies'Aton Evidence inslance
using their Axon Evidene credentials. The conneclivity betwen the app and Axon
Evidence ensures device assignments and updates mmpleted via Axon Device
Manager ar€ ptoperly reflected in Axon Eviden6.
fhe Axon Devie Manager app assists agencies deploying
)y enabling armoreF or administratoG to compleie device
large numbers of devjGs
management tasks for one
multiple Axon devices in semnds. Axon Devle Manager bansfoms device
management pro€ss€s by starting wilh the devices themselves, inslead of an
nvenlory search and amory or storage room visit.
iPad, and iPod touch.
Axon Devie Manager cunenty supports lhe following devies which are included in
the smpe of the RFP:. Axon Body 2 camera. Axon Flex 2 amee. Axon Signal Sideam device. Axon Signal Unit
Fimware upgrad€s only
Android only
fhe appll€tion will be mmpatible with all future Axon devics.
Vendor Name: Axon Enterprise, lnc.
Describe your upgrade policies for
hardware and software products-
Bid Number: RFP 010720
SOFTWARE
releases Axon Evidence software upgrades on both a scheduled and
basis as required, Axon will release a software update to Axon
during a period of low traffic usage. Software upgrades are "pushed" to
and are immediately available to you as soon as you log on,Evidence
the need to perfom manual updates. Axon applies these upgrades
systems.
21:00 -
so you don't have to worry about properly integrating or updaling your
Routine maintenance is scheduled on the fourth Tuesday of each month at
22:00 PST.
The latest product features, enhancements and software updates, upgrades, patches
and fixes and firmware updates are included as part of your investment in Axon
Evidence in the price of software licenses.
Patches contain llxes to known issues reported by intemal resources or users at
deployed.agencies. There are no additional costs for any software patch or
by
fix
deployment involves minimal or no downtjme for the customer's solution.
to firmware supporting Axon mmeras and Axon Docks are "pushed" fiom
intemet to the lo€l devices through the Axon Docks (or Evjdence Sync) without
need for agency interactjon. Firmware updates are released on an as needed
on average, every 2-3 months,
Axon periodically distributes updates for Axon View XL software and Axon Fleet
mmera firmware. When connected to Axon Evidence, Axon View XL will automati€lly
check tor and apply any updaied configuration settings every 10 mjnutes, ensuring the
most up-tcdate settings are applied to the application and your Axon FIe€t cameras.
updates are available, lhe system automati€lly downloads the update and
an ljpdate button showing the update is ready lo install. Axon
it might take a couple
recommends
updates at the beginnjng of a shift, as minutes to
the installation, and the appli€tion will close during the update and will
reboot once the update is mmpleted.
detailed email is sent lo,system administratoE when new releases, updales or
are made to Axon Evidence, Evidence Sync or Axon hardware.
Release
71
mntaining a
releases.
Notes page
summary of
in Axon Evidence displays links to the release notes
features and enhancemenls for the curent and previous
The User Guides page displays links to guides that provide detailed information on
Axon Evidenc€ features. Release notes and user guides are in PDF fomat.
Customer Success Manager or the
changes to ensure a sucessful
for cuslomers.
lf a Member
them
on the product and contract details).
tacks the TAP timelines for all subscribed agencies.
Axon
When an agency is
will detemine whichto a hardware refresh under the TAP program,
is eligible to rcceive and @ntactthe agency lhe ag€ncy lo coordinate the
Axon will request that the agency sign a Certiflcate of Deslruction (COD) or initiate a
Retum Material Authorization (RMA) proess on the agency's behalf for the equipment
Axon will replace, depending on the generation/model of the equipment. Then, Axon
will ship the new hardware to the agency at no cost.
agency purchases a Technology
eligible for a hardware upgrade
Assurane Plan [fAP) package, that
during their contract (specific timelines
Axon's dedicated Customer Support
rs mmmitted to proactively serving its customers. However, an agency may
Axon Customer Support at any time to inquire about the initialion or progress
a TAP hardware ref.esh.
Vendor Name: Axon Enterprise, lnc.
rcntact
72 lDessibe lhe methods adopted to
ldemonstrate that the offered equipment,
lproducts. and seruices mmply with
lapplieble federal, slate and lml laws
and policies on data collection, use,
management, and retenlion.
lAs part of Axon's ISO 27001 cenified information security managemont system
(ISMS), our lnfomation Security team performs risk and mmpliance assessments to
idenilry applimble regulations and siatutes. Upon discovering ehanges, Axon is
committed to adhering to them within mmmercially reasonable timeframes.
Axon Evidence is congruent with the guiding principles outlined in the Canadian
Community Safety Infomation Management Strategy (CCSIMS) as developed by the
lnfomation and Communications Technology Committee of the CACP. Not only does
Axon Evidenc€ streamline efficiency, it allows agencies to integrate their existing
solutions or manage third-party daia and digital evidene on one interoperable
platform. With the features built into Axon's solutions, police seruires €n mnnect with
partner agencios and the Crown, while still maintaining independent Axon Evidence
accounts and instranes, which allows for easier sharing of infomation with all the
stakeholders involved.
Our proposed solution supports lhe use of dala exchanges which mnform with
standards defined in the Natjonal lnfomatlon Exchange Model (NIEM).
The requirement shall be met by the core proposed platform. This €pability exists or
is bejng used in-production elsewhere and can be demonstrated.
All Axon Evldence APls utilize Javascript Object Notation (JSON) per modern
standards and for improved performance.
Regarding adherence to lo€l laws and policies on data collection, use, management,
and retention, it is up to the spffific agency to ensure lhat lhey follow appli€ble
laws. Axon Evidene allows members to customize the system to llt within local legal
parameters.
Table 15; Exceptions to Terms, Conditions, or Specifications Form
Line ltem 68. NgIIllE: To identif,/ any exception, or to request any modific€tion, to the Sourewell template Contract tems, @nditions, or specifl€tions, a
Proposer must submit the exception or rcquested modifiction on th€ Exceptions to Terms, Conditlons, or Specllicaiions Form immediately below. The
rcntract section, the specific text addressed by the exeption or requested modification, and the proposed modifiGtion must be identified in detail.
Propose/s ex€ptions and proposed modifications are subject to review and approvalof Sourewell and wilt not automati€lly be included in the contmct.
Conlract Ssclion fsm, Condltion, or Speclflcatlon Exceptlon o! Proposed Modiflcatlon
N/A N/A Axon respeclfully requests lhat its Master Seruices and Purchasing
Agreement be inmrporated as an exhibit into the final contract award.
Axon agrees to negotiate with Sourewell on these tems and condition.
Documents
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. lt is your sole responsibility to
ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by
Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. lf you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. lf the
zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item respondjng
to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan."
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
. Financial Strength and Stability - Financial Strength and Stability.zip - Thursday January 02,2020 19:58:15c Markeling Plan/Samples (optional)
o WMBE/MBE/SBE or Related Certiflcates (optional). Warranty lnformation (optional)
e Pricing - Sourcewell*Pricing_Final.pdf - Monday January 06, 2020 14:03:05
e Additional Document - Additional Documents.zip - Thursday January 02. 2020 2O:03:29
Bid Number: RFP 0'10720 Vendor Name: Axon Enterprise, lnc.
Proposers Assurance of Comp
PROPOSER ASSURANCE OF COMPLIANCE
PROPOSER'S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposed'), swears that the following
statements are true to the besl of his or her knowledge.
'1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists
in good standing in ils state of residence, the Proposer possesses, or will possess before delivering any products and related
services, all applicable licenses necessary for such delivery to Sourcewell member agencies. The undersigned affirms that he or she
is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract.
2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangemeni
with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporaiion under conlract with
Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free
and open competition for a Contract award under this RFP.
3. The contents of the Proposer's proposal have not been communicated by the Proposer or its employees or agents to any person not
an employee or agent of the Proposer and will not be communicated to any such persons prior to the official opening of the
proposals.
4. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other
documents in this solicitation and affirms that any and all exceptions have been noted and included with the Proposer's Proposal.
5. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms,
conditions, and scope of this RFP, with the Proposer-offered specifications, and with the other documents in this solicitation,
6. The Proposer agrees to deliver products and services through valid contracts, purchase orders, or means that are acceptable to
Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first.quality products and related
services to Sourcewell Members under an awarded Coniract.
7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
8, The Proposer understands that Sourcewell will reject RFP proposals that are marked'confidential" (or "nonpublic,'etc.), either
substantially or in their entirety. Under Minnesota Statute 913.591, Subd.4, all proposals are considered nonpublic data until the
evaluation is complete and a Contract is awarded. At that point, proposals generally become public data. Minnesota Statute S13-32permits only certain narrowly defined data to be considered a "trade secret,' and thus nonpublic data under Minnesota's Data
Practices Act.
The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and
indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation,
P By checking this box I acknowledge that I am bound by the terms of the Proposer's Atfidavit, have the legal authority to submit this
Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I
had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic
signature or electronic re@rd was used in its formation. - Matt Morstad, VP, Sales Operations, Axon Enterprjse, lnc.
The Proposer declares that there is an actual or potentiai Conflict of lnterest relating to the preparation of its submission, and/or the
Proposer foresees an actual or potent!al Conflict of lnterest in performing the contractual obligations contemplated in the bid.
rYes 6No
Bid Number: RFP 010720 Vendor Name: Axon Enterprise, lnc.
uocusrgn rnverope tu. vu4toczJ cSEb 44oA vAd4 4/4rUUA/bbUU
The Bidder acknowledges and agrees that the addendurn/addenda below form part of lhe Bid Documenl,
Check the box in the column "l have reviewed this addendum" below to acknowledge each of the addenda.
I have reviaw€d the
Fil6 Namo bslow addendum and
attachmsnls {if
appllcable)
RFP_01 0720_Public_gafery_Video_Suryeillance_Solutions_wIh-Related-Addendum_5
Fri December20 2ots to:s8 nM F
RFP 010720_Publlc Safety Video Suruaillanc€ Solutions_Addendum 4
Tue Decembor 17 2019 08:il AM P
RFP 010?20_Public Safaty Vidoo Surveillance Solutions Addehdum 3
Tue Decemb;r 10 20'lg 05i85 PM F
RFP 01072o_Public Safely Vidoo Surveillanca Soluilons Addondum 2
Fri Dsc6mbe;6 201904;otipM F
RFP 010720_Public Safety Vldeo Suryeiltance Solutlons_Addendum I
Frl Novemb6;1s 2019 o9:1i AM F
Bid Nurnber: RFP 010720 Vendor Name: Axon Enterprise, lnc.
Pagos
DocuSign Envelope lD; 9D428523 5BE5 4484 9484 474FCDA78600
AnxoN Master Services and Purchasing Agreement
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, lnc., a Delaware
corporation ("Axon"), and the agency on the Quote ("Agency"). This Agreement is effective as of the later of the (a)
last signature date on this Agreement or (b) signature date on the quote ("Effective Date"). Axon and Agency are
each a "Par$t" 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:
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 ordet 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.
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. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys'fees.
Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
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.
Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
Warranty.
7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from
defects in workmanship and materials for 1 year from the date of Agenry'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 9O-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 Purchastng Agreement between Axon and Agency
Department: Legal
Version:8.0
Release Date: tt/8/20L9 Page 1 of 32
3
4
5
7
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AP'XON 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. lf 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.
lf Agenry 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 storaqe 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. lfAgency
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.
lf 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 warranlies, remedies. and conditions, whether oral. written,
statutory, or implied, lf 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 Agr€ement.
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 fuen 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.
Statement of Work. Certain Axon Devices and Services, including Axon lnterview Room, and Axon Fleet,
may require a Statement of Work that details Axon's Service deliverables ('SOW'). ln the event Axon
provides an SOW to Agenry, Axon is only responsible to perform Services described in the SOW. Additional
seryices are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this
r rLre; rvrasrer >eryrces ano tsurcnastng Agreement Detween AXon ano Agency
Department: Legal
Version: 8.0
Release Date: 11/8/2079 Page 2 of 32
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AnxoN Master Services and Purchasing Agreement
Agreement by reference.
9 Device Warnings, See www.axon.conr/leoalfor the most current Axon device warnings.
Design Changes. Axon may make design changes to anyAxon Device or Service without notifying Agency
or making the same change to Devices and Services previously purchased by Agency.
11 lnsurance. Axon will maintain General Liability, Workers'Compensation, and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
12 lndemnification. Axon will indemnifyAgency's officers, directors, and employees ("Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency lndemnitee resulting from any negligent act, error or omission, or willful misconduct by Axon under
this Agreemen! except to the extent of Agency's negligence or willful misconduct, or claims under workers
compensation.
10
14
15
16
13 lP 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. Agenry will not cause any Axon proprietary rights
to be violated.
lP lndemnification. Axon will indemnify Agency lndemnitees 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 lP indemnification obligations
do not apply to claims based on (a) modification of Axon Devices or Services by Agenry 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 ofAxon Devices and Services other than as permitted in this Agreement; or (d)
use ofAxon software that is not the most current release provided by Axon.
Aoency 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.
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. lf 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. lf 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 Agreemenl Agency rights immediately terminate.
Agency remains responsible for all fees incurred before the effective date of termination. lf Agency
purchases Devices for less than the manufacturer's suggested retail price (MSRP1 and this
Agreement terminates before the end of the Term, Axon will invoice Agency the difference behveen
I rIIe: Master serytces and Purchastng Agreement between Axon and Agency
Department: Legal
Version:8.0
Release Date: IL/8/20t9 Page 3 ol 32
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17
18
the MSRP for Devices received and amounts paid towards those Devices. lf 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.
ConfidentialiBr. "Confidential lnformation" 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 willtake reasonable measures to avoid disclosure, dissemination,
or unauthorized use of the other Party's Confidential lnformation. Unless required by law, neither Party will
disclose the other Party's Confidential lnformation during the Term and for 5-years thereafter. Axon pricing
is Confidential lnformation and competition sensitive. lf 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.
General.
18.1 Force Majeure. Neither Pa rty will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
18.2 lndependent 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.
Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.18.3
18.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based
oni 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
18.6
Export Compliance. Each Party will comply with all import and export control laws and regulations.
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.
1a-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. lf 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,
lndemnification, lP Rights, and Agency Responsibilities.
I rtle: Master Seryrces and Purchasing Agreement between AXon and Agency
Department: Legal
Version:8.0
Release Date: LL /8/ 20 19 Page 4 of 32
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AP'xoN 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 lnternational Sale of Goods does not apply to this Agreement.
1 8,1 1 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, lnc.
Attn: Legal
17800 N. 85th Street
Scottsdale, Arizona 85255
legal@axon.com
Agency:
Attn:
Street Address
City, State, Zip
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, lnc.
Signature:
Name:
Agency
Signature:
Name:
Title:
Date:
Title:
Date:
r rf,re: Master :,eryrces ano Purcnaslng Agreement between Axon and Agency
Department: Legal
Version: 8.0
Release Date: 11/8/2019 Page 5 of 32
DocuSign Envelope ID: 9D428523 5BES 4484 9484 474FCDA78600
AnxoN
2
Master Services and Purchasing Agreement
Axon Cloud Services Terms of Use Appendix
Definitions.
"Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agency.
Agency Content includes Evidence but excludes Non-Content Data.
"Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency
Evidence is a subset of Agency Content.
"Non-Content Data" is data, configuration, and usage information about Agency's Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted or generated when
using Axon Devices. Non-Content Data includes data about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription
begins after shipment of the applicable Axon Device. lf Axon ships the Device in the first half of the
month, the start date is the 1st of the following month. lf Axon ships the Device in the second half
of the month, the start date is the 1 5th 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").
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.
Aoency Owns Aoency 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.
Securi9. Axon will implement commercially reasonable and appropriate measures to secure
Agency Content against accidental or unlaMul loss, access or disclosure, Axon will maintain a
comprehensive information security program to protect Axon Cloud Services and Agenry 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 lnvestigation Criminal Justice lnformation Services
Security Addendum.
Agency Resp-onsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b)
ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services
violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and
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lnternet connections for use of Axon Cloud Services. lf 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 5ervices.
Agenry will also maintain the security of end user names and passwords and security and access
by end users to Agency Content. Agenry 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 parly may be using Agency's account or Agenry Content, or if
account information is lost or stolen.
Privacv. Axon will not disclose Agency Content or information about Agenry except as compelled
by a court or administrative body or required by law or regulation. lf 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 ofAxon Evidence; or (c) perform analytic and diagnostic evaluations ofthe systems.
Storage. For Axon Evidence Unlimited, Agency may store unlimited data in Agency's fuon
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 lnterview Room
Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data
originates from Axon lnterview Room hardware. For Axon Fleet Unlimited, Agenry 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 Agenry 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.
Location of Storaoe. 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.
1 1 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption
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or errors before Agency uploads data to Axon Cloud Services.
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
5ervices;
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 unlavyful or
tortious material; to store or transmit material in violation of third-party privacy rights; or
to store or transmit malicious code.
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. Agenry 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.
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.
U.S. Government Riohts. lf Agency is a U.5. 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. lf Agency is using Axon Cloud Services on behalf of the U.5. 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.
Survival, Upon any termination of this Agreement, the following sections in this Appendix will
survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud
Services Restrictions.
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Professional Services Appendix
1 Utilization of Services. Agency must use 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. lfAgency requires more than 4 consecutive on-
site d are BWC Full Service ns include:
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. lf 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:
I tde; Master
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System set up and configuration
. Setup Axon View on smartphones (if applicable)
r Configure categories and custom roles based on Agency need. Register cameras to Agency domain
. Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access. One on-site session included
Dock configuration
. Work with Agency to decide the ideal location of Docks and set configurations on Docko Authenticate Dock with Axon Evidence using admin credentials from Agency. On-site assistance, not to include physical mountinq of docks
Best practice implementation planning session
o Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies
. Discuss the importance of entering metadata in the field for organization purposes and other
best practice for digital data management
. Provide referrals of other agencies using the fuon camera devices and Axon Evidence. Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agenry's configuration of security, roles & permissions,
categories & retention, and other specific settinqs for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence
training needs after Axon has fulfilled its contractual on-site obliqations
Evidence sharing training
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with local prosecuting
agencies
End user go-live training and support sessions
o Assistance with device set up and configuration
Trainino on use, Axon Evidence, and Evidence Svnc
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles quide
Post go-live review
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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.
CEW Services are detailed below:
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System set up and configuration (Remote Support)
. Setup Axon Mobile on smartphones (if applicable)
. Configure categories & custom roles based on Agency need
. Troubleshoot lT issues with Avon Evidence and Axon Dock ("Dock") access
Dock configuration
. Work with Agency to decide the ideal location of Dock setup and set configurations on Dock
. Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency
o Does not include physical mounting of docks
Axon inrtructor 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 configurationo Traininq on device use, Axon Evidence, and Evidence Svnc
lmplementation document pack€t
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and cateqories & roles quide
System set up and configuration
. Configure Axon Evidence categories & custom roles based on Agenry need.
r Troubleshoot lT issues with Axon Evidence.
. Register users and assign roles in Axon Evidence.
r For the CEW Full Service Package: On-site assistance included
o For the CEW Starter Packaqe: Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
ldeally, Proiect Manaqer will be assiqned to Aqencv 4-6 weeks before rollout
Best practice implementation planning session to:
. Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon's observations with other agencies
r Discuss the importance of entering metadata and best practices for digital data management
r Provide referrals to other agencies using TASER CEWs and Axon Evidence
. For the CEW Full Service Package: On-site assistance included
. For the CEW Starter Package: Virtual assistance included
System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of
security, roles & permissions, cateqories & retention, and other specific settinos forAxon Evidence
Axon Evidence lnstructor training
r Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence traininq needs.
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The Smart n Service includes:
Archival of CEW Firing Logs
Axon's on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER
CEW Smart Weapons that Agency is replacing with newer Smart Weapon models.
Return of Old Weapons
Axon's on-site professional service team will ship all old weapons back to Axon's headquarters.
Axon will provide Agency with a Certificate of Destruction
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 'l-Day
Device Specific lnstructor Course.
7 Signal Sidearm lnstallation Service. lf Agency purchases Signal Sidearm lnstallation Service, Axon will
provide one day of on-site Services and one professional services manager and will cover the installation
of up 100 Signal Sidearm devices per package purchased. Agency is responsible for providing an
appropriate work area and ensuring all holsters that will have Signal Sidearm installed onto them are
available on the installation d lnstallation includes
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.
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.
I tue: Master Servtces ano PUrcnastng Agreement Detween Axon and Agency
Department: Legal
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o For the CEW Full Service Package: Training for up to 3 individuals at Agency
. For the CEW Starter Package: Training for up to 1 individual at Agency
TASER CEW inspection and device assignment
Axon's on-site professional services team will perform functions check on all new TASER CEW Smart
Post go-live review
For the CEW Full Service Package: On-site assistance included.
them to a user on Axonand
For the CEW Starter Virtual assistance included.
Removal of existing connection screws that affix a holster to a holster mount
Proper placement of the Siqnal Sidearm Mountinq Plate between the holster and the mount
Reattachment of the holster to the mount usinq appropriate screws
Functional testinq of Siqnal Sidearm device
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Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for
the Devices ("User Documentation"). User Documentation will include all required environmental
specifications for the professional Services and Devices to operate per the Device User
Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency
must prepare the location(s) where Devices are to be installed ("lnstallation Site") per the
environmental specifications in the Device User Documentation. Following installation, Agency
must maintain the lnstallation Site per the environmental specifications. lf Axon modifies Device
User Documentation for any Devices under this Agreement, Axon will provide the update to Agency
when Axon generally releases it.
Acceptance. When Axon completes professional Services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion.
lf Agency reasonably believes Axon did not complete the professional Services in substantial
conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for
rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues
and re-present the Acceptance Form for signature. lfAxon does not receive the signed Acceptance
Form or written notification of reasons for rejection within 7 calendar days of delivery of the
Acceptance Form, Axon will deem Agency to have accepted the professional Services.
Agency Network. For work performed by Axon transiting or making use of Agency's network,
Agenry is solely responsible for maintenance and functionality of the newvork. ln no event will Axon
be liable for loss, damage, or corruption of Agency's network from any cause.
I tue: Master Serutces and Pufcnastng Agreement between Axon and Agency
Department: Legal
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Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.
Term. TAP begins after shipment of Devices covered under TAP. lf Axon ships Devices in the first
half of the month, TAP starts the 1st of the following month. lf Axon ships Devices in the second
half of the month, TAP starts the 15th of the following month. ("TAp Term").
TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
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 orX26P CEW, battery and holster by providing a g0 purchase order.
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, 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, credil
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 is the software-as-a-seryice product that is generally available at the time Agency
purchases an OSP 7 bundle. During the Term, you will be entitled to receive Axon's Update and
Upgrade releases on an if-and-when available basis.
An "Update" is a generally available release of Axon Records that Axon makes available from time
to time. An Upgrade includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; andlor (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as any Axon professional services needed
to configure Axon Records, are not included in the OSP 7 bundle. The Axon Records subscription
will begin upon the start of the OSP 7 Term and end at the end of the OSP 7 Term, as defined below.
OSP 7 Term. OSP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf
Axon ships in the first half of the month, oSP 7 starts the 1st of the following month. lf 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").
Irfle: Master ano yurcnastn9 Agreement DeMeen AXon and Agency
Department: Legal
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TAP BWC Upgrade- lf 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"). lf Agency purchases 5 years of Axon Evidence Unlimited, an OSp, orTAp
as a standalone and makes all payments, Axon will provide Agency a BWC Upgrade 2.5 and 5 years
after TAP starts. lf 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 fuon Dock. lf Agency purchased fuon Evidence Unlimited or an OSP,
Agency may choose a new BWC of Agency's choice.
TAP Dock Upgrade. lf 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"). lfAgency 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. lf 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. lf 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.
Upgrade Delay. Axon may ship the BWC and Dock Upgrades alyear 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.
Upgrade Change. lf 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. lf 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.
Return of Original Device. lf 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. lf
Agency does not return or destroy the Devices, Axon will deactivate the serial numbers for the
Devices received by Agency.
Termination. lf 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.
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TASER 7 Appendix
This TASER 7 Appendix applies to Agenry's TASER 7, OSP 7, or OSP 7 Plus purchase from Axon
Term. lf Agency purchases TASER 7 as part of OSP 7 or 7 Plus, TASER 7 starts on the OSP 7 start
date. Otherwise, the start date is based on shipment of TASER 7 hardware. lf Axon ships TASER 7
hardware in the first half of the month, TASER 7 starts the 1st of the following month. lf Axon ships
TASER 7 hardware in the second half of the month, TASER 7 starts the 15th of the following month
('TASER 7 Start Date"). TASER 7 will end upon completion of the associated TASER 7 subscription
in the Quote ('TASER 7 Term"). For phased deployments, each phase will have its own 60-month
term, with start dates as described above.
Unlimited DUV Cartridge Plan. lf the Quote includes "Unlimited Duty Cartridge Plan", Agency
must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line
of duty and those that only use a CEW for training. Agency may not resell cartridges received. Axon
will only replace cartridges used in the line of duty.
Trainino. lf the Quote includes a training voucher, Agency must use the voucher within I year of
issuance, or the voucher will be void. 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 device
or service. Unless stated in the Quote, the voucher does not include travel expenses and will be
Agency's responsibility. lf the Quote includes Axon Online Training or Virtual Reality Content
(collectively, "Training Content"), Agency may access Training Content. Axon will deliver all
Training Content electronically.
Extended Warranty. lf the Quote includes a TASER 7 plan IASER 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. The extended warranty coverage begins on the TASER 7 Start Date and
continues for the TASER 7 Term.
Trade-in. lf a trade-in discount is on the Quote, Agency must return used hardware and accessories
associated with the discount ("Trade-ln Units") to Axon. Agency must ship batteries via ground
shipping. Axon will pay shipping costs of the return. lf Axon does not receive Trade-ln Units within
the timeframe below, Axon will invoice Agency the value of the trade-in discount. Agency may not
destroy Trade-ln Units and receive a trade-in discount.
Aqency Size Days to Return from TASER 7 Start Date
Less than 100 officers 30 davs
100 to 499 officers 90 davs
500+ officers 1 80 days
Subscription Term. The TASER 7 Axon Evidence Subscription Term begins on the TASER 7 or OSP
7 Start Date.
7 Access Riohts. Upon Axon granting Agenry a TASER 7 Axon Evidence subscription, Agenry may
access and use Axon Evidence for the storage and management of data from TASER 7 CEW devices
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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.
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 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; (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 identiiying
information that is linked or linkable to a specific individual (collectively, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Termination. lf payment for TASER 7 is more than 30 days past due, Axon may terminate
Agency's TASER 7 plan by notirying Agency. Upon termination for any reason, then as of the date
of termination:
9.1. TASER 7 elitended warranties and access to Training Content will terminate. No refunds
will begiven.
9.2. Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. lf terminating for non-appropriations, Axon will not invoice Agenry if
Agency returns the CEW rechargeable battery, holster, dock, core, training suits, and
unused cartridges to Axon within 30 days of the date oftermination.
9.3. Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future TASER 7 plan.
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Axon Auto-Tagging Appendix
Scooe. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS').
This allows end users to auto-populate Axon video meta-data with a case lD, category, and location-
based on data maintained in Agenry'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.
Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours
of remote support at no additional charge. Axon will provide free support due to a change in Axon
Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.
Axon will not provide support if a change is required because Agency changes its CAD or RMS.
Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.
Aoency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:
4.1. Make available relevant systems, including Agency's current CAD or RMS, Jor assessment
by Axon (including remote access if possible);
4.2- Make required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to Axon's performance of Auto-Tagging Services;
4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions, and allow Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;
4.4, Provide all infrastructure and software information [ICPllP addresses, node names, network
configuration) necessary for Axon to provide Auto-Tagging Services;
4.5. Promptly install and implement any software updates provided by Axon;
4.6, Ensure that all appropriate data backups are performed;
4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.a. Provide Axon with remote access to Agency's Axon Evidence account when required;
4.9. Notifi7 Axon of any network or machine maintenance that may impact the performance of
the module at Agency; and
4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up-to-date documentation and information to Axon.
Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to
identi{y as soon as reasonably practicable resources and information Axon expects to use and will
provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
Acency 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. lf Agenry's representations are inaccurate, the
Quote is subject to change.
CradlePoint. lf Agenry 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. lf
Agenry requires CradlePoint support, Agency will contact CradlePoint directly.
Third-party lnstaller. lf 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 lnstaller'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 lnstaller. Axon may
charge Agency if Axon is required to (a) replace hardware damaged by Third-party lnstaller; (b)
provide extensive remote support; or (c) send Axon personnel to Agency to replace hardware
damaged by Third-party lnstaller.
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 parq (e) use trade secret
information contained in WOS; (0 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. lf Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet 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 fonrrard servers solely for troubleshooting and maintenance.
Wireless Microphone. The Axon Fleet Wireless Microphone subscription is a 5-year term. lf 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
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Microphone to Axon.
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.
Fleet 2 Unlimited Uograde. For Axon Fleet 2 Unlimited, 5-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. lf 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. lfAgency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
Fleet Unlimited Termination. lf 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.
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Axon Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware PIus. Axon Aware Plus includes
Axon Aware-
Axon Aware Subscription Term. lf Agency purchases Axon Aware as part of a bundled offering,
the Axon Aware subscription begins on the later of the (1) start date of that bundled offering, or (2)
date Axon provisions Axon Aware to Agency.
lfAgency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of
the (1) date Axon provisions Axon Aware to Agency, or (2) 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.
Scope of Axon Aware. The scope of Axon Aware is to assist Agency with real-time situational
awareness during critical incidents to improve officer safety, effectiveness, and awareness. ln the
event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with
Agency on upgrading Agency's Axon Aware to better meet Agency's needs,
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's consent.
Axon Aware Service Limitations. Agency acknowledges that LTE service is made available only
within the operating range of the networks. Service may be temporarily refused, interrupted, or
limited because of; (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system
overcapacity, movement outside a seryice area or gaps in coverage in a service area and other
causes reasonably outside of the carrier's control such as intentional or negligent acts of third
parties that damage or impair the network or disrupt service; or (c) equipment modifications,
upgrades, relocations, repairs, and other similar activities necessary for the proper or improved
operation of service.
Partner networks are made available as-is and the carrier makes no warranties or representations
as to the availability or quality of roaming service provided by carrier partners, and the carrier will
not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency
expressly understands and agrees that it has no contractual relationship whatsoever with the
underlying wireless service provider or its affiliates or contractors and Agency is not a third-party
beneficiary of any agreement between Axon and the underlying carrier.
Termination. Upon termination of this Agreement, or if Agency stops paying for Axon Aware or
bundles that include Axon Aware, Axon will end LTE service.
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Add-on Services Appendix
This Appendix applies to Axon Citizen for Communities, Axon Redaction Studio, and Axon Performance.
Subscription Term. lf Agency purchases Axon Citizen for Communities, Axon Redaction Studio, or
Axon Performance as part of a bundled offering, the subscription begins on the later of the (1) start
date of that bundled otfering, or (2) date Axon provisions Axon Citizen for Communities, Axon
Redaction Studio, or Axon Performance to Agency.
lf Agency purchases Axon Citizen for Communities, Axon Redaction Studio, or Axon Performance
as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for
Communities, Axon Redaction Studio, or Axon Performance to Agency, ot (2) first day of the month
following the Effective Date.
The subscription term will end upon the completion ofthe Axon Evidence Subscription associated
with the add-on.
Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted
through the public portal ("Portal Content"), within Agency's Axon Evidence instance. The post-
termination provisions outlined in the Axon Evidence Terms of Use Appendix also apply to Portal
Content.
Performance Auto-Taogino Data. ln order to provide Axon Performance to Agency, Axon will
need to store call for service data from Agency's CAD or RMS.
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Axon Commander'" Software Appendix
License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All
rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively
for data communication with an Axon Device. Agency may use Commander in a networked
environment on computers other than the computer it installs Commander on, so long as each
execution of Commander is for data communication with an Axon Device. Agency may make copies
of Commander for archival purposes only. Agency shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations-
Term. The Quote will detail the duration of the Commander license, as well as any maintenance.
The term will begin upon installation of Commander by Axon.
License Restrictions. All licenses will immediately terminate if Agency does not comply with any
term of this Agreement. Agency may not use Commander for any purpose other than as expressly
permitted by this Agreement. Agency may not:
3.1 modify, tamper with, repair, or otherwise create derivative works of Commander;
3.2 reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;
3,3 access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
3.4 copy Commander in whole or part, except as expressly permitted in this Agreement;
3.5 use trade secret information contained in Commander;
3.6 resell, rent, loan or sublicense Commander;
3.7 access Commander to build a competitive device or service or copy any features, functions
or graphics of Commander; or
3.8 remove, alter or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Commander or
any copies of Commander.
4.!gppg$. Axon may make available updates and error corrections ("Updates") to Commander. Axon
will provide Updates electronically via the lnternet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate access to the lnternet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander. fuon
may provide technical support of a prior release/version of Commander for 6 months from when
Axon made the subsequent release/version available,
5.Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with
any of the terms in this Agreement. Upon termination, Agency must immediately destroy
Commander, including all copies, adaptations and merged portions in any form.
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Axon Application Programming lnterface Appendix
Definitions.
"APl Client" means the software that acts as the interface between Agency's computer and the
server, which is already developed or to be developed by Agency.
"APl lnterface" means software implemented by Agency to configure Agency's independent Apl
Client Software to operate in conjunction with the API Service for Agenry's authorized Use.
"Axon Evidence Partner APl, API or AXON APl" (collectively "APl Service") means Axon's Apl
which provides a programmatic means to access data in Agency's Axon Evidence account or
integrate Agency's Axon Evidence account with other systems.
"Use" means any operation on Agency's data enabled by the supported API functionality
Purpose and License.
2.1' Agency may use API Service and data made available through API Service, in connection
with an API Client developed by Agency. Axon may monitor Agenry's use of API Service to
ensure quality, improve Axon devices and services, and verify compliance with this
Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon
Agency's use of API Service. Agency will not use API Service for commercial use.
2.2. Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide,
revocable right and license during the Term to use API Service, solely for Agency's Use in
connection with Agency's API Client.
2.3. Axon reserves the right to set limitations on Agency's use of the API Service, such as a quota
on operations, to ensure stability and availability of Axon's APl. Axon will use reasonable
efforts to accommodate use beyond the designated limits.
Configuration. Agenry will work independently to configure Agency's API Client with API Service
for Agency's applicable Use. Agency will be required to provide certain information (such as
identification or contact details) as part of the registration. Registration information provided to
Axon must be accurate. Agency will inform Axon promptly of any updates. Upon Agency's
registration, Axon will provide documentation outlining API Service information.
Agency Responsibilities. When using API Service, Agency and its end users may not:
4.1, use API Service in any way other than as expressly permitted under this Agreement;
4.2. use in any way that results in, or could result in, any security breach to Axon;
4.3. perform an action with the intent oI introducing any viruses, worms, defecf Trojan horses,
malware, or any items of a destructive nature to Axon Devices and Services;
4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the
seryers or networks providing API Service;
4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;
4.6. create an API lnterface that functions substantially the same as API Service and offer it for
use by third parties;
4.7. provide use of API Service on a service bureau, rental or managed services basis or permit
other individuals or entities to create links to API Service;
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4.8.
4.9.
4.10.
frame or mirror API Service on any other server, or wireless or lnternet-based device;
make available to a third-party, any token, key, password or other login credentials to API
Service;
take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
API Content. All content related to API Service, other than Agency Content or Agency's API Client
content is considered Axon's API Content, including:
5.1. the design, structure and naming of API Service fields in all responses and requests;
5.2. the resources available within API Service for which Agency takes actions on, such as
evidence, cases, users, or reports; and
5.3. the structure of and relationship ofAPl Service resources; and
5.4. the design of API Service, in any part or as a whole.
Prohibitions on API Content. Neither Agency nor its end users will use API content returned from
the API lnterface to:
6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep
cached copies longer than permitted by the cache header;
6.2. copy, translate, modify, create a derivative work oi sell, lease, lend, convey, distribute,
publicly display, or sublicense to any third-party;
6.3. misrepresent the source or ownership; or
6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
API Updates. Axon may update or modify the API Service from time to time ("APl Update"). Agenry
is required to implement and use the most current version of API Service and to make any applicable
changes to Agency's API Client required as a result of such API Update. API Updates may adversely
affect how Agency's API Client access or communicate with API Service or the API lnterface. Each
API Client must contain means for Agency to update API Client to the most current version of API
Service. Axon will provide support for 1 year following the release of an API Update for all
depreciated API Service versions-
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Advanced User Management Appendix
Scooe. Advanced User Management allows Agency to (a) utilize bulk user creation and
management, (b) automate user creation and management through System for Cross-domain
ldentity Management ("SClM"), and (c) automate group creation and management through SCIM.
Pricing. Agency must purchase Advanced User Management for every Axon Evidence user in
Agency, even if the user does not have an Axon body camera.
Advanced User Management Configuration. Agenry will work independently to configure
Agency's Advanced User Management for Agency's applicable Use. Upon request, Axon will provide
general guidance to Agency, including documentation that details the setup and configuration
process.
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Axon Channel Services Appendix
Definitions.
"Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
"Active Channel" means a third-party system that is continuously communicating with an Axon
Digital Evidence Management System.
"lnactive Channel" means a third-party system that will have a one-time communication to an
Axon Digital Evidence Management System.
Scope. Agency currently has a third-party system or data repository from which Agency desires to
share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's
third-party data into an Axon Digital Evidence Management System or the transfer of Agency data
out of an Axon Digital Evidence Management System as defined in the Channel Services Statement
of Work ("Channel Services SOW"). Channel Services will not delete any Agenry Content. Agency
is responsible forverifying all necessarydata is migrated correctlyand retained perAgency policy.
Chanoes. Axon is only responsible to perform the Services described in this Appendix and Channel
Services SOW. 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 the charges
or schedule
Purpose and Use. Agency is responsible for verifying Agency has the right to share data from and
provide access to third-party system as it relates to the Services described in this Appendix and the
Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third-party
system that may affect the functionality of the channel service. Any additional work required for the
continuation of the Service may require additional fees. An Axon Field Engineer may require access
to Agency's network and systems to perform the Services described in the Channel Services SOW.
Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
Project Manag€ment- Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
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6 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monitoring. Axon may monitorAgency's use of Channel Services to ensure quality, improve Axon
devices and services, prepare invoices based on the total amount of data migrated, and verify
compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure
from Axon Agency's use of channel services.
Agency's Responsibilities. Axon's successful performance of the Channel Services requires
Agenry:
8.1. Make available its relevant systems for assessment by Axon (including making these
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8.3.
8.4.
8.5.
8.6.
8.7.
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systems available to Axon via remote access);
Provide access to the building facilities and where Axon is to perform the Channel Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives performing the
Channel Services permitting them to enter and exit Agency premises with laptop personal
computers and any other materials needed to perform the Channel Services);
Provide all necessary infrastructure and software information fiCPllP addresses, node
names, and network configuration) for Axon to provide the Channel Services;
Ensure all appropriate data backups are performed;
Provide Axon with remote access to the Agency's network and third-party systems when
required for Axon to perform the Channel Services;
Notify Axon of any network or machine maintenance that may impact the performance of
the Channel Services; and
Fnsure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to Axon (these contacts are to provide background
information and clarification of information required to perform the Channel Services).
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VIEVU Data Migration Appendix
Scooe. Agenry currently has legacy data in the VIEVU Solution from which Agency desires to move
to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into
Axon Evidence ("Migration"). Before Migration, Agency and Axon will work together to develop a
Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration
will require the availability of Agency resources. Such resources will be identified in the SOW. On-
site support during Migration is not required. Upon Agency's request, Axon will provide on-site
support for an additional fee. Any request for on-site support will need to be pre-scheduled and is
subject io Axon's resource availability.
A small amount of unexposed data related to system information will not be migrated from the
VIEVU solutlon to Axon Evidence. Upon request, some of this data can be manually exported before
Migration and provided to Agency. The Migration SOW will provide further detail.
Changes. Axon is only responsible to perform the Services described in this Appendix and Migration
SOW. Any additional services are out of scope. The Parties must document scope changes in a
written and signed change order. Changes may require an equrtable adjustment in the charges or
schedule.
Project Management. Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Downtime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount of data that Agenry is migrating. Axon will work with Agency to minimize any
downtime. Any VIEVU mobile application will need to be disabled upon Migration.
Functionalitv Changes. Due to device differences between the VIEVU solution and the fuon's Axon
Evidence solution, there may be functionality gaps that will not allow for all migrated data to be
displayed the same way in the user interface after Migration
Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all
necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to
provide Axon acceptance that the Migration was successful, or Axon will deem the Migration
accepted.
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6.1.
6.2.
6.3.
ln the event Agency does not accept the Migration, Agenry agrees to notify the Axon within
a reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue.
In the event Agency does not provide the Axon written rejection of the Migration during
these 90 days, Agency may be charged for additional monthly storage costs.
After Agenry provides acceptance of the Migration, the Axon will delete all data from the
VIEVU solution 90 days after the Migration.
Post-Miqration. After Migration, the VIEVU solution may not be supported and updates may not
be provided. Axon may end of life the VIEVU solution in the future. lf Agency elects to maintain data
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within the VIEVU solution, Axon will provide Agency 90 days' notice before ending support for the
VIEVU solution.
lrVarranW. Axon warrants that it will perform the Migration in a good and workmanlike manner.
Monitoring. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices
and services, prepare invoices based on the total amount of data migrated, and verify compliance
with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon
Agency's use of Migration.
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Axon Support Engineer Appendix
1 Axon Support Engineer Payment. Axon will invoice for Axon Support Engineer ("ASE") services, as
outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency.
2 Full-Time ASE Scope of Services.
2.1. A Full-Time ASE will work on-site four (4) days per week.
2.2. Agency's Axon sales representative and Axon's Agency Success team will work with Agency
to define its support needs and ensure the Full-Time ASE has skills to align with those
needs. There may be up to a 6-month waiting period before the Full-Time ASE can work
on-site, depending upon Agency's needs and availability of a Full-Time ASE.
2'3. The purchase of Full-Time ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency, and Agency is
current on all payments for the Full-Time ASE Service.
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration. Assisting with assigning cameras and registering docks. Maintaining Agency's fuon Evidence account. Connecting Agency to "Early Access" programs for new devices
Account Maintenance
' Conducting on-site training on new features and devices for Agency leadership team(s)
' Thoroughly documenting issues and worhlows and suggesting new workflows to improve the
effectiveness of the Axon program
. Conducting weekly meetings to cover current issues and program status
Data Analysis
' Providing on-demand Axon usage data to identify trends and insights for improving daily
workflows
. Comparing Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support. Providing on-site, tier 1 and tier 2 technical support for Axon devices. Proactively monitoring the health of Axon equipment. Creating and monitoring RMAs on-site. Providing Axon app support
' Monitoring and testing new firmware and workflows before they are released to Agency's
production environment
Agency Advocacy
' Coordinating bi-annualvoice of customer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
3 Reoional ASE Scooe of Services
3.1. A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional ASE will also be available by
phone and email during regular business hours up to 8 hours perweek.
3,2. There may be up to a 6-month waiting period before Axon assigns a Regional ASE to
Agency, depending upon the availability of a Regional ASE.
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3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency and Agency is
current on all payments for the Regional ASE Service.
The Regional ASE service options are listed below:
Account Maintenance
. Conducting remote training on new features and devices for Agency's leadership
' Thoroughly documenting issues and worHlows and suggesting new workflows to improve the
effectiveness of the Axon program
. Conducting weekly conference calls to cover current issues and program status
' Visiting Agency quarterly (up to 3 consecutive days) to perform a quarterly business review,
discuss Agency's goals for your Axon program, and continue to ensure a successful
deployment of Axon devices
Direct Support
. Providing remote, tier 1 and tier 2 technical support for Axon devices. Creating and monitoring RMAS remotely
Data Analysis
' Providing quarterly Axon usage data to identify trends and program efficiency opportunities. Comparing an Agency's Axon usage and trends to peers to establish best practices. Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy
. Coordinating bi-yearly Voice of Agency meetings with Device Management team. Recording and tracking Agency feature requests and major bugs
4 Out of Scope Services. The ASE is responsible to perform only the Services described in this Appendix.
Any additional Services discussed or implied that are not defined explicitly in this Appendix will be
considered out of the scope.
5 ASE leave Time- The ASE will be allowed up 7 days of sick leave and up to 'i5 days of vacation time
per each calendar year. The ASE will work with Agency to coordinate any time off and will provide
Agency with at least 2 weeks' notice before utilizing any vacation days.
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Redaction Services Appendix
Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted
videos included on the Quote, or the maximum number of hours, whichever comes first. ln order
to be considered one video, a video an Agency submits to Axon for redaction must be less than 1
hour. lf a video is longer than t hour, it will be rounded up to the next hour. For example, if Agenry
submits a video for redaction and thatvideo is 150 minutes, the video will be considered 3 hours.
Agency may not rollover unused redactions and hours from one month to the next.
Agency Responsibilities.
2.1. Access. Agency will create an account for Axon within Agency's Axon Eyidence tenant.
Agency must provision Axon to have only permission to view and redact videos identified
for redaction. Upon completion of work or on a periodic basis in alignment with Agency's
poliry, Agency must manage or disable Axon's access within Agency's Axon Evidence
tenant.
2.2. Policy. Agency is responsible for providing Axon Agency's standard policy regarding
redaction ("Redaction Policy"). The Redaction Policy should identify typical objects and
audio that need to be redacted from video. Axon will redact videos per the Redaction Policy
unless otherwise instructed in writing.
Submission. Agency will identify video for redaction and will submit requests to
redactionservices@axon.com. Axon will redact the video according to the Redaction Policy within
72 hours. The redaction will be performed using Axon Evidence's Redaction Studio.
Security. Axon will use CJIS certified employees to perform all redaction services. Axon employees
will perform all redactions in a CjlS compliant room.
Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted
video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of
any required changes. lf changes are necessary, Axon will perform such changes within 48 hours of
notification. ln the event Agency does not notify Axon of any requested changes within 5 business
days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency.
Chanoes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Pa(ies must document scope changes in a written and signed change order-
Changes may require an equitable adjustment in fees or schedule.
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AM[NDMENT #1
TO
CONTRACT #O1072O-AXhI
THlS AMENDMENT is by and between Sourcewell and Axon Enterprise lnc, (Vendor).
Vendor rsa: awarded a Sourceweil Cont.act for Public Safety Video Surveiilance Solutions r,rriih
Related Equipment, Softvra;'e and Accessories effective February 25, ?02O, through February
2L,2A24, relating to the provision of services by Vendor and to Sourcewell and its Members
(Original Agreement).
The parties agree that certain terms within the Original Agreement will be updated and
amended and only to the extent as hereunder provided.
lN CONSIDERATION OF the mutual covenants and agreements described in this Amendment,
the parties agree as follor,vs:
1. This Amendment is effective upon the date of the last signature below
2. Vendor has updated its Master Services and Purchasing Agreement to Version 9.0,
dated 4/L7120. All references to the Master Services and Purchasing Agreement should
be read to mean Version 9.0, which is attached and incorporated.
Remainder of page intentionally left blank
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Except a, arnended by lhis Am=ndnrent, the Original Agreilment rem3ini in lull forr:e anrJ
effect.
Sourcewell Axon Enterprise lnc.
/-Docusigned by:q'-Jl;;""s:,,1'^,
A u t h c = io'_g?A it1e_d"Jgr_
(.1^s
A
J_ef_enry&lwefp _
Name - Printed
Title: Qirsctor of Operations & Proculeqtenl/CPO
D"tu,6/L3/2020 | 11:32 pM cDr
Sourcewell-APPROVED:
U^ l- b"ull,
Chad Coauette
Name * Printed
Title: Executi're Director/CEO
Ar:te, 6/14/2020 | 2:38 PM cDr
Page 2 of 2
Chris Kirb'r
Name - Printed
VP. salesTitle:
6/12/2020 | 4:27 PM cDrDate
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This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, lnc., a Delaware
corporation ("Axon"), and the agency on the Quote ("Agency"), This Agreement is effective as of the later of the (a)
last signature date on this Agreement or (b) signature date on the Quote ("Effective Date"). Axon and Agency are
each a "Partyr" and collectively "Parties". This Agreement governs Agency's purchase and use of the Axon Devices
and Services detailed in the Quote Appendix ("Quote'1. lt is the intent of the Parties that this Agreement act as a
master agreement governing all subsequent purchases byAgency forthe same Axon products and services in the
Quote, and all such subsequent quotes accepted by Agency shall be also incorporated into this Agreement by
reference as a Quote. The Parties therefore agree as follows:
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 Agenry'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
reseryes 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.
Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have
expired or have been terminated ("Term").
All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and
TASER 7 plans begin after shipment of the applicable Axon Device. lf Axon ships the Device in the first half
of the month, the start date is the 1st of the following month. lf Axon ships the Device in the second half of
the month, the start date is the 15th of the following month. For purchases solely of Axon Evidence
subscriptions, the start date is the Effective Date. Each subscription term ends upon completion of the
subscription stated in the Quote ("Subscription Term").
Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional
5 years ("Renewal Term"). For purchase ofTASER 7 as a standalone, Axon may increase pricing to its then-
current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items
in the Quote up to 3% at the beginning of each year of the Renewal Term. New devices and services may
require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a
purchase order, whichever is first.
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. lf Axon
sends a past due account to collections, Agency is responsible for collection and attorneys'fees.
Taxes. Agenry is responsible for sales and other taxes associated with the order unless Agency provides
Axon a valid tax exemption certificate.
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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.
Returns, All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as
provided by state or federal law.
Warranty.
7'1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from
defects in workmanship and materials for 1 year from the date of Agency's receipt, except Signal
Sidearm, which Axon warrants for 30 months from the date of Agency's receipt. Axon warrants its
Axon-manufactured accessories for 9O-days from the date of Agenry's receipt. Used conducted
energy weapon ('CEW') cartridges are deemed to have operated properly. Extended warranties run
from the expiration of the 1-year hardware warranty through the extended warranty term. Non-
Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the
manufacturer for support of non-Axon manufactured Devices.
7.2 Claims. lf 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.
lf 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, Agenry 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. lfAgency
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.
lf 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. lf 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
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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.
Statement of Work. Certain Axon Devices and Services, including Axon lnterview Room, Axon Channel
Services, and Axon Fleel may require a Statement of Work that details Axon's Service deliverables ("SOW").
ln the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in
the SOW. Additional services are out of scope. The Parties must document scope changes in a written and
signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is
incorporated into this Agreement by reference.
9 Device Warninos, See www-axon.com/legal for the most current Axon device warnings.
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.
Bundled Offerinos. Some offerings in bundled offerings may not be generally available at the time of
Agency's purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the
Quote due to a delay of availability or Agency's election not to utilize any portion of an Axon bundle.
lnsurance. Axon will maintain General Liability, Workers'Compensation, and Automobile Liability insurance.
Upon request, Axon will supply certificates of insurance.
lndemnification. Axon will indemnify Agency's officers, directors, and employees ("Agency lndemnitees")
against all claims, demands, losses, and reasonable expenses arising out of a third-party claim against an
Agency lndemnitee resulting from any negligent acl 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,
lP Riohts. 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.
lP lndemnification. Axon will indemnify Agency lndemnitees 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 lP indemnification obligations
do not apply to claims based on (a) modification of Axon Devices or Services by Agency or a third-party not
approved by Axon; (b) use of Axon Devices and Services in combination with hardware or services not
approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d)
use of Axon software that is not the most current release provided by Axon.
16 Agency Responsibilities. Agency is responsible for (a) Agency's use of Axon Devices; (b) breach of this
Agreement or violation of applicable law by Agency or an Agency end user; and (c) a dispute between
Agency and a third-party over Agency's use of Axon Devices.
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Termination.
17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of
the breach to the other Party, and the breach remains uncured at the end of 30 days. lf Agency
terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a
prorated basis based on the effective date of termination.
17.2 By Agency. lf sufficient funds are not appropriated or otherwise legally available to pay the fees,
Agency may terminate this Agreement. Agency will deliver notice of termination under this section
as soon as reasonably practicable.
17 '3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate.
Agenry remains responsible for all fees incurred before the effective date of termination. lf Agency
purchases Devices for less than the manufacturer's suggested retail price ('MSRP') and this
Agreement terminates before the end of the Term, Axon will invoice Agency the difference between
the MSRP for Devices received and amounts paid towards those Devices. Only 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.
Confidentiality. "Confidential lnformation" 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 Partywill take reasonable measures to avoid disclosure, dissemination,
or unauthorized use of the other Party's Confidential lnformation. Unless required by law, neither Party will
disclose the other Party's Confidential lnformation during the Term and for 5-years thereafter. Axon pricing
is Confidential lnformation and competition sensitive. lf 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.
General.
19,1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond
a Party's reasonable control.
19.2 lndePendent Contractors, The Parties are independent contractors. Neither Party has the authority
to bind the other. This Agreement does not create a partnership, franchise,joint venture, agency,
fiduciary, or employment relationship between the Parties.
19.3
19.4
19.5
19.6
Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
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.
Export Compliance. Each Party will comply with all import and export control laws and regulations.
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 subsid or (b) for of fina isition,ization,
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or sale of all or substantially all its assets. This Agreement is binding upon the Parties respective
successors and assigns.
19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes
a waiver of that right.
19.8 Severability. lf a court of competent jurisdiction holds any portion of this Agreement invalid or
unenforceable, the remaining portions of this Agreement will remain in effect.
19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings,
lndemnification, lP Rights, and Agency Responsibilities.
19'10 Governing Law. The laws of the state where Agency is physically located, without reference to
conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations
Convention for the lnternational Sale of Goods does not apply to this Agreement.
19'1 1 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, lnc.
Attn: Legal
17800 N.85th Street
Scottsdale, Arizona 85255
legal@axon.com
Agency:
Attn:
Street Address
City, State, Zip
Email
19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the
entire agreement between the Parties. This Agreement supersedes all prior agreements or
understandings, whether written or verbal, regarding the subject matter of this Agreement. This
Agreement may only be modified or amended in a writing signed by the Parties.
Each representative identified below declares they have been expressly authorized to execute this Agreement as of
the date of signature.
Axon Enterprise, lnc.Agency
Signature:
Name:
Signature:
Name:
Title: _
Date:
Title: _
Date:
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Axon Cloud Services Terms of Use Appendix
Definitions.
"Agency Content" is data uploaded into, ingested by, or created in Axon Cloud Services within
Agency's tenant, including media or multimedia uploaded into Axon Cloud Services by Agenry.
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-Cont€nt Data" is data, configuration, and usage information about Agency's Axon Cloud
Services tenant, Axon Devices and client software, and users that is transmitted or generated when
using Axon Devices. Non-Content Data includes data about users captured during account
management and customer support activities. Non-Content Data does not include Agency Content.
"Personal Data" means any information telating to an identified or identifiable natural person. An
identifiable natural person is one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data, an online identifier
or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural
or social identity of that natural person.
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.
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 Agenry
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.
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 lnvestigation CriminalJustice lnformation Services
Security Addendum.
Agency Resoonsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b)
ensuring no Agency Content or Agency end user's use of Agency Content or Axon Cloud Services
violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and
lnternet connections for use of Axon Cloud Services. lf Agenry becomes aware of any violation of
this Agreement by an end user, Agency will immediately terminate that end user's access to Axon
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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.
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. lf Axon receives a disclosure
request for Agenry Content, Axon will give Agenry 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.
Axon Body 3 Wi-Fi Positioning. Axon Body 3 cameras offers a feature to enhance location services
where GPS/GNSS signals may not be available, for instance, within buildings or underground.
Agenry administrators can manage their choice to use this service within the administrative features
of Axon Cloud Services. lf Agency chooses to use this service, Axon must also enable the usage of
the feature for Agency's Axon Cloud Services tenant. Agency will not see this option with Axon
Cloud Services unless Axon has enabled Wi-Fi Positioning for Agency's Axon Cloud Services tenant.
When Wi-Fi Positioning is enabled by both Axon and Agency, Non-Content and Personal Data will
be sent to Skyhook Holdings. lnc. ("Skyrhook") to facilitate the Wi-Fi Positioning functionality. Data
controlled by Skyhook is outside the scope of the Axon Cloud Services Privacy Policy and is subject
to the Skyhook Services Privacy Policy.
Storage. For Axon Unlimited Device Storage subscriptions, Agency may store unlimited data in
Agency's Axon Evidence account only if data originates from Axon Capture or the applicable Axon
Device. Axon may charge Agency additional fees for exceeding purchased storage amounts. Axon
may place Agency Content that Agency has not viewed or accessed for 6 months into archival
storage. Agency Content in archival storage will not have immediate availability and may take up
to 24 hours to access.
Location of Storaoe. 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.
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
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Content because of suspension, except as specified in this Agreement.
Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption
or errors before Agency uploads data to Axon Cloud Services-
Axon Records. Axon Records is the software-as-a-service product that is generally available at the
time Agency purchases an OSP 7 bundle. During Agency's Axon Records Subscription Term, Agency
will be entitled to receive Axon's Update and Upgrade releases on an if-and-when available basis.
An "Update" is a generally available release of Axon Records that Axon makes available from time
to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and
functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide
additional features or perform additional functions. Upgrades exclude new products that Axon
introduces and markets as distinct products or applications.
New or additional Axon products and applications, as well as anyAxon professional services needed
to configure Axon Records, are not included. lf Agency pu rchases Axon Records as part of a bundled
offering, the Axon Record subscription begins on the later of the (1) start date of that bundled
offering, or (2) date Axon provisions Axon Records to Agency.
Axon Cloud Services Restrictions. Agency and Agency end users (including employees,
contractors, agents, officers, volunteers, and directors), may not or may not attempt to:
13.1 copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud
Services;
13.2 reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to
derive any source code included in fuon Cloud Services, or allow others to do the same;
13.3 access or use Axon Cloud Services with the intent to gain unauthorized access, avoid
incurring fees or exceeding usage limits or quotas;
13.4 use trade secret information contained in Axon Cloud Services, except as expressly
permitted in this Agreement;
13.5 access Axon Cloud Services to build a competitive device or service or copy any features,
functions, or graphics of Axon Cloud Services;
13.6 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon's or fuon's licensors on or within Axon Cloud
Services; or
13.7 use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or
tortious material; to store or transmit material in violation of third-party privacy rights; or
to store or transmit malicious code.
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. Agenry 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 Agenry
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.
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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.
U,S. Government Rights. lf Agency is a U.5. 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. lf 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.
Survival. Upon any termination of this Agreement, the following sections in this Appendix will
survive: Agenry Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud
Services Restrictions.
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Professional Services Appendix
Utilization of Services. Agency must use professional services as outlined in the Quote and this
Appendix within 6 months of the Effective Date.
Body-Worn Camera Full Service (BWC Full Service). BWC Full Service includes advance remote
project planning and configuration support and up to 4 consecutive days of on-site service and a
professional services manager to work with Agency to assess Agency's deployment and determine
which on-site services are appropriate. lf Agency requires more than 4 consecutive on-site days,
must additional BWC Full Service
Post oo-live revtew
Body-Worn Camera Starter Service (BWC Starter). BWC Starter includes advance remote project
planning and configuration support and one day of on-site Services and a professional services
manager to work closely with Agency to assess Agency's deployment and determine which Services
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System set up and configuration
r lnstructor-led setup of Axon View on smartphones (if applicable)
. Configure categories and custom roles based on Agency need
. Register cameras to Agency domain
. Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access
o One on-site session included
Dock configuration
. Work with Agency to decide the ideal location of Docks and set configurations on Dock. Authenticate Dock with Axon Evidence using admin credentials from Agency
o On-site assistance, not to include phvsical mountinq of docks
Best practic€ implementation planning session
. Provide considerations for the establishment of video policy and system operations best
practices based on Axon's observations with other agencies
o Discuss the importance of entering metadata in the field for organization purposes and other
best.practice for digital data management
r Provide referrals of other agencies using the Axon camera devices and Axon Evidence. Recommend rollout plan based on review of shift schedules
System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Agency's configuration of security, roles & permissions,
categories & retention, and other specific settinqs for Axon Evidence
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agency's Axon camera and Axon Evidence
training needs after Axon has fulfilled its contractual on-site obliqations
Evidence sharing training
Tailored workflow instruction for lnvestigative Units on sharing Cases and Evidence with local prosecuting
aqencies
End user go-live training and support sessionso Assistance with device set up and configurationr Training on device use, Axon Evidence, and Evidence Sync
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles quide
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are appropriate. lf Agency requires more than 1 day of on-site Services, Agency must purchase
additional on-site Services. The include:
Bodv-Worn Camera Virtual 1-Day Service IBWC Virtual). BWC Virtual includes all items in the
BWC Starter Service Package, except one day of on-site services.
CEW Services are detailed below:
System set up and configuration (Remote Support)
r lnstructor-led setup of Axon View on smartphones (if applicable)
. Configure categories & custom roles based on Agency need
r Troubleshoot lT issues with Axon Evidence and Axon Dock ("Dock") access
Dock configuration
. Work with Agency to decide the ideal location of Dock setup and set configurations on Dock. Authenticate Dock with Axon Evidence using "Administrator" credentials from Agency
. Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Agency's in-house instructors who can support Agenry'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 sessionso Assistance with device set up and configuration. Trainiql on device use, Axon Evidence, and Evidence Sync
lmplementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample
policies, and categories & roles guide
System set up and configuration
. Configure Axon Evidence categories & custom roles based on Agency need.
o Troubleshoot lT issues with Axon Evidence.
r Register users and assign roles in Axon Evidence.
. For the CEW Full Service Package: On-site assistance included
For the CEW Starter Package: Virtual assistance included
Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager).
ldeally, Project Manager will be assigned to Aqency 4-6 weeks before rollout
Best practice implementation planning session to include:
. Provide considerations for the establishment of CEW policy and system operations best
practices based on Axon's observations with other agencies
r Discuss the importance of entering metadata and best practices for digital data management. Provide referrals to other agencies using TASER CEWs and Axon Evidence
o For the CEW Full Service Package: On-site assistance included
. For the CEW Starter Packaqe: 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
sglu!ity, roles & permissions, categories & retention, and other specific settings for Axon Evidence
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Axon Evidence lnstructor training
o Provide training on the Axon Evidence to educate instructors who can support Agency's
subsequent Axon Evidence training needs.
r For the CEW Full Service Package: Training for up to 3 individuals at Agency
r For the CEW Starter Traini for u to 1 individual at
Post go-live review
For the CEW Full Service Package: On-site assistance included.
For the CEW Starter Virtual assistance
6 The Smart Transition Service
*Note: CEW Full Service packages for TASER 7 include Smart Weapon Transition Service instead of 1-Day
Device Specific lnstructor Course.
Signal Sidearm lnstallation Service- lfAgency purchases Signal Sidearm lnstallation Service, Axon
will provide one day of on-site Services and one professional services manager and will coverthe
installation of up 100 Signal Sidearm devices per package purchased. Agency is responsible for
providing an appropriate work area and ensuring all holsters that will have Signal Sidearm installed
onto them are available on the agreed-upon installation date(s). lnstallation includes:
Removal of existing connection screws that affix a holster to a holster mount
Proper placement of the Siqnal Sidearm Mountinq Plate between the holster and the mount
Reattachment of the holster to the mount usinq appropriate screws
Functional testinq of Siqnal Sidearm device
Oul 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.
Deliverv 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,
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TASER CEW inspection and device assignment
Axon's on-site professional services team will perform functions check on all new TASER CEW Smart
and a n them to a user on Axon Evidence.
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 Aqency is replacinq with newer Smart Weapon models.
Return of Old Weapons
Axon's on-site professional service team will ship all old weapons backtoAxon's headquarters.
Axon will provide Aqency with a Certificate of Destruction
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delays, Iosses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agenry.
Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for
the Devices ("User Documentation"). User Documentation will include all required environmental
specifications for the professional Services and Devices to operate per the Device User
Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency
must prepare the location(s) where Devices are to be installed ("lnstallation Site") per the
environmental specifications in the Device User Documentation. Following instaliation, Agency
must maintain the lnstallation Site per the environmental specifications. lf Axon modifies Device
User Documentation for any Devices under this Agreement, Axon will provide the update to Agency
when Axon generally releases it. lf Axon modifies Device User Documentation for any Devices under
this Agreement Axon will provide the update to Agency when Axon generally releases it
Acc€ptance. When Axon completes professional services, Axon will present an acceptance form
("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion.
lf Agency reasonably believes Axon did not complete the professional Services in substantial
conformance with this Agreement, Agency must notifi/ Axon in writing of the specific reasons for
rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues
and re-present the Acceptance Form for signature. lf Axon does not receive the signed Acceptance
Form or written notification of reasons for rejection within 7 calendar days of delivery of the
Acceptance Form, Axon will deem Agency to have accepted the professional Services.
Aoencv Network, For work performed by Axon transiting or making use of Agency's network,
Agenry is solely responsible for maintenance and functionality of the network. ln no event will Axon
be liable for loss, damage, or corruption of Agency's network from any cause.
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Technology Assurance Plan Appendix
lf Technology Assurance Plan ("TAP") or a bundle including TAp is on the euote, this appendix applies.
TAP Waranty. The TAP warranty is an extended warranty that starts at the end of the 1-year
Hardware Limited Warranty.
Officer Safety Plan. lf Agency purchases an Officer Safety Plan ("OSP"), Agency will receive the
deliverables detailed in the Quote. Agency must accept delivery of the TASER CEW and accessories
as soon as available from Axon.
osP 7 Term. osP 7 begins after Axon ships the Axon Body 3 or TASER 7 hardware to Agency. lf
Axon ships in the first half of the month, OSP 7 starts the 1st of the fotlowing month. lf Axon ships
in the second half of the month, OSP 7 starts the 15th of the following month ("OSp 7 Term,').
TAP BWC Upgrade. lfAgency has no outstanding payment obligations and purchased TAp, Axon
will provide Agency a new Axon body-worn camera ("BWC Upgrade") as scheduled in the euote.
lf Agenry purchased TAP 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.
TAP Dock Uporade. lfAgency has no outstanding payment obligations and purchased rAp, Axon
will provide Agency a new Axon Dock as scheduled in the euote ("Dock Upgrade,,). Accessories
associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will
only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC
compatibility. lf 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. lf 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.
Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the euote without
prior confirmation from Agency unless the Parties agree in writing otherwise at least 90 days in
advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote 60 days before
the end of the Subscription Term without prior confirmation from Agency.
upgrade chanoe. lf Agency wants to change Device models for the offered BWC or Dock Upgrade,
Agenry must pay the price difference between the MSRP for the offered BWC or Dock Upgrade
and the MSRP forthe model desired. lf 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.
Return of Original Device. 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. lf Agency does not return or destroy
the Devices, Axon will deactivate the serial numbers for the Devices received by Agency.
Termination. lf 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:
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TAP and OSP coverage terminate as of the date of termination and no refunds will be given.
Axon will not and has no obligation to provide the Upgrade Models.
Agency must make any missed payments due to the termination before Agency may
purchase any future TAP or OSP.
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TASER 7 Appendix
This TASER 7 Appendix applies to Agency's TASER 7, OSP 7, or 05P 7 Plus purchase from Axon.
Du? Cartridoe Replenishment Plan. lf the Quote includes "Duty Caftridge Replenishment
Plan", Agency must purchase the plan for each CEW user. A CEW user includes officers that use a
CEW in the line of duty and those that only use a CEW for training. Agency may not resell cartridges
received. Axon will only replace cartridges used in the line of duty.
Training. lf the Quote includes a training voucher, Agency must use the voucher within 1 year of
issuance, or the voucher will be void. Axon will issue Agency a voucher annually beginning on the
start of the TASER Subscription Term. The voucher has no cash value, Agency cannot exchange it
for another device or service. Unless stated in the Quote, the voucher does not include travel
expenses and will be Agency's responsibility. lf the Quote includes Axon Online Training or Virtual
Reality Content Empathy Development for Autism/Schizophrenia (collectively, "Training Content"),
Agency may access Training Content. Axon will deliver all Training Content electronically.
Extended Warranty. lf the Quote includes an extended warranty, the extended warranty coverage
period warranty will be for a 5-year term, which includes the hardware manufacturer's warranty plus
the 4-year extended term.
Trade-in. lf the Quote contains a discount on CEW-related line items, including items related to
OSP, then that discount may only be applied as a trade-in credit, and Agency must return used
hardware and accessories associated with the discount ("Trade-ln Units") to Axon. Agency must
ship batteries via ground shipping. Axon will pay shipping costs of the return. lf Axon does not
receive Trade-ln Units within the timeframe below, Axon will invoice Agency the value of the trade-
in credit. Agency may not destroy Trade-ln Units and receive a trade-in credit.
Agency Size Days to Return from Start Date of TASER 7 Subscription
Less than 100 officers 30 days
i 00 to 499 officers 90 days
500+ officers 180 davs
TASER 7 Subscription Term. The TASER 7 Subscription Term for a standalone TASER 7 purchase
begins on shipment of the TASER 7 hardware. The TASER 7 Subscription Term for OSP 7 begins on
the OSP 7 Start date.
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 irom TASER 7 CEW devices
during the TASER 7 Subscription Term. Agency may not upload any non-TASER 7 data or any other
files to Axon Evidence. Agenry may not exceed the number of end users than the Quote specifies.
Privacy. Axon will not disclose Agency Content or any information about Agency except as
compelled by a coutl 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
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with the court or administrative body. Agency acknowledges and agrees that Axon may access
Agency Content 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 ofAxon
Evidence; (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 identifuing
information that is linked or linkable to a specific individual (collectively, 'Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Termination. lf payment for TASER 7 is more than 30 days past due, Axon may terminate
Agenry's TASER 7 plan by notifying Agency. Upon termination for any reason, then as of the date
of termination:
8.1 TASER 7 extended warranties and access to Training Content will terminate. No refunds
will begiven.
8.2 Axon will invoice Agency the remaining MSRP for TASER 7 products received before
termination. lf terminating for non-appropriations, Axon will not invoice Agency if
Agency returns the CEW, rechargeable battery, holster, doc( core, training suits, and
unused cartridges to Axon within 30 days of the date oftermination.
8.3 Agency will be responsible for payment of any missed payments due to the termination
before being allowed to purchase any future TASER 7 plan.
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Axon Auto-T agging Appendix
Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to
interact with Agency's Computer-Aided Dispatch ("CAD") or Records Management Systems ('RMS1.
This allows end users to auto-populate Axon video meta-data with a case lq category, and location,
based on data maintained in Agency's CAD or RMS.
Support. For thirty days after completing Auto-Tagging Services, Axon will provide up to 5 hours
of remote support at no additional charge. Axon will provide free support due to a change in Axon
Evidence, so long as long as Agency maintains an Axon Evidence and Auto-Tagging subscription.
Axon will not provide support if a change is required because Agency changes its CAD or RMS.
Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services
are out of scope. The Parties must document scope changes in a written and signed change order.
Changes may require an equitable adjustment in fees or schedule.
Agency Responsibilities. Axon's performance of Auto-Tagging Services requires Agency to:
4.1 Make available relevant systems, including Agency's current CAD or RMS, for assessment
by Axon (including remote access if possible);
4.2 Make required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to Axon's performance of Auto-Tagging Services;
4.3 Provide access to the premises where Axon is performing Auto-Tagging Services, subject
to Agency safety and security restrictions, and allow Axon to enter and exit the premises
with laptops and materials needed to perform Auto-Tagging Services;
4.4 Provide all infrastructure and software information IICPllP addresses, node names, network
configuration) necessary for Axon to provide Auto-Tagging Services;
4.5 Promptly install and implement any software updates provided by Axon;
4.6 Ensure that ail appropriate data backups are performed;
4.7 Provide assistance, participation, and approvals in testing Auto-Tagging Services;
4.8 Provide Axon with remote access to Agency's Axon Evidence account when required;
4.5 Notify Axon of any network or machine maintenance that may impact the performance of
the module at Agency; and
4.10 Ensure reasonable availability of knowledgeable staff and personnel to provide timely,
accurate, complete, and up-to-date documentation and information to Axon.
Access to Systems. Agency authorizes Axon to access Agency's relevant computers, network
systems, and CAD or RMS solely for performing Auto-Tagging Services- Axon will work diligently to
identify as soon as reasonably practicable resources and information Axon expects to use and will
provide an initial list to Agency. Agency is responsible for and assumes the risk of any problems,
delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and
consistency of all data, materials, and information supplied by Agency.
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Axon Fleet Appendix
Agencv 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 qualifoing questions. lf Agency's representations are inaccurate, the
Quote is subject to change.
Cradlepoint. lf 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. lf
Agenry requires Cradlepoint support, Agency will contact Cradlepoint directly.
Third-party lnstaller. Axon will not be liable for the failure of Axon Fleet hardware to operate per
specifications if such failure results from initallation not performed by, or as directed by Axon.
Wireless Offload Server.
4,1 License Grant. Axon grants Agency a non-exclusive, royalty-free, woddwide, perpetual
license to use Wireless Offload Srever ('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. lf Agency purchases WOS maintenance, Axon will make updates and error
corrections to WOS ("WOS Updates") available electronically via the lnternet or media as
determined by Axon. Agency is responsible for establishing and maintaining adequate
lnternet 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.
Axon Vehicle Software.
5.1 License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual
license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means
storing, loading, installing, or executing Axon Vehicle Software solely for data
communication with Axon Devices. The Axon Vehicle Software term begins upon the start
of the Axon Evidence Subscription.
5.2 Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative
works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon
Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or
allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or
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exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret
information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon
Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service
or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter
or obscure any confidentiality or proprietary rights notices (including copyright and
trademark notices) of Axon or Axon's licensors on or within Axon Vehicle Software.
Axon Fleet Unlimited Upgrade. lf Agency has no outstanding payment obligations and has
purchased the Axon Fleet Technology Assurance Plan ("Axon Fleet TAP"), Axon will provide Agenry
with the same or like model of Axon Fleet hardware ("lf Agency has no outstanding payment
obligations and has purchased the "Fleet Technology Assurance Plan" ("Axon Fleet TAP"), Axon
will provide Agency with the same or like model of Axon Fleet hardware ("Axon Fleet Upgrade")
as schedule on the Quote") as schedule on the Quote
lf 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. lf Agency does not destroy or return the Devices to Axon, Axon
will deactivate the serial numbers for the Devices received by Agency.
Privacy. 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. Agenry acknowledges and agrees that Axon may access
Agency Content 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 ofAxon
Evidence; (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, "Pll"), to improve, analyze,
support, and operate Axon's current and future devices and services.
Axon Fleet Unlimited Termination. lf Agency's payment for any Axon Fleet Unlimited program
orAxon 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 Subscription 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 TAP.
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Axon Aware Appendix
This Axon Aware Appendix applies to both Axon Aware and Axon Aware plus.
Axon Aware subscription Term. lf Agency purchases Axon Aware as part of a bundled oftering,
the Axon Aware subscription begins on the later of the (1) start date ofthat bundled offering, or (2)
date Axon provisions Axon Aware to Agenry.
lfAgency purchases Axon Aware as a standalone, the Axon Aware subscription begins the later of
the (1) date Axon provisions Axon Aware to Agency, or (2) 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.
Scope of Axon Aware. The scope of Axon Aware is to assist Agency with real-time situational
awareness during critical incidents to improve officer safety, effectiveness, and awareness. ln the
event Agency uses Axon Aware outside this scope, Axon may initiate good-faith discussions with
Agency on upgrading Agency's Axon Aware to better meet Agency's needs.
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's consent.
Axon Aware Service Limitations. Agency acknowledges that LTE service is made available only
within the operating range of the networks. service may be temporarily refused, interrupted, or
limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric,
terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system
overcapacity, movement outside a service area or gaps in coverage in a service area and other
causes reasonably outside of the carrier's control such as intentional or negligent acts of third
parties that damage or impair the network or disrupt service; or (c) equipment modifications,
upgrades, relocations, repairs, and other similar activities necessary for the proper or improved
operation of service.
Partner networks are made available as-is and the carrier makes no warranties or representations
as to the availability or quality of roaming service provided by carrier partners, and the carrierwill
not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Agency
expressly understands and agrees that it has no contractual relationship whatsoever with the
underlying wireless service provider or its affiliates or contractors and Agency is not a third-party
beneficiary of any agreement between Axon and the underlying carrier.
Termination. upon termination of this Agreement, or if Agency stops paying for Axon Aware or
bundles that include Axon Aware, Axon will end LTE service.
Add-on Services Appendix
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This Appendix applies to Axon Citizen for Communities, Axon Redaction Assistant, and Axon Performance.
SubscriPtion Term. lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant,
or Axon Performance as part of OSP 7, the subscription begins on the later of the (1) start date of
the OSP 7 Term, or (2) date Axon provisions Axon Citizen for Communities, Axon Redaction
Assistant, or fuon Performance to Agency.
lf Agency purchases Axon Citizen for Communities, Axon Redaction Assistant, or Axon Performance
as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Citizen for
Communities, Axon Redaction Assistant, or Axon Performance to Agency, or (2) first day of the
month following the Effective Date.
The subscription term will end upon the completion of the Axon Evidence Subscription associated
with the add-on.
Axon Citizen Storage. For Axon Citizen, Agency may store an unlimited amount of data submitted
through the public portal ("Portal Content"), within Agenqy's Axon Evidence instance. The post-
termination provisions outlined in the Axon Cloud services Terms of Use Appendix also apply to
Portal Content,
Performance Auto-Tagging Data. ln order to provide some features of Axon Performance to
Agency, Axon will need to store call for service data from Agency's CAD or RMS.
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Axon Commander'" Software Appendix
License. Axon owns all executable instructions, images, icons, sound, and text in Commander. All
rights are reserved to Axon. Axon grants a non-exclusive, royalty-free, worldwide right and license
to use Commander. "Use" means storing, loading, installing, or executing Commander exclusively
for data communication with an Axon Device- Agency may use Commander in a networked
environment on computers other than the computer it installs Commander on, so long as each
execution of Commander is for data communication with an Axon Device. Agency may make copies
of Commander for archival purposes only. Agency shall retain all copyright, trademark, and
proprietary notices in Commander on all copies or adaptations.
Term. The Quote w;ll detail the duration of the Commander license, as well as any maintenance.
The term will begin upon installation of Commander by Axon.
License Restrictions. AII licenses will immediately terminate if Agency does not comply with any
term of this Agreement. Agency may not use Commander for any purpose other than as expressly
permitted by this Agreemeni. Agen€y may not:
3.1
3.2
modify, tamper with, repair, or othenruise create derivative works of Commander;
reverse engineer, disassemble, or decompile Commander or apply any process to derive
the source code of Commander, or allow others to do the same;
access or use Commander to avoid incurring fees or exceeding usage limits or quotas;
copy Commander in whole or part, except as expressly permitted in this Agreement;
use trade secret information contained in Commander;
resell, rent, loan or sublicense Commander;
access Commander to build a competitive device or service or copy any features, functions,
or graphics of Commander; or
remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices) of Axon or Axon's licensors on or within Commander or
any copies of Commander.
3.3
3.4
3.5
3.6
3.7
3.8
4 Support. Axon may make available updates and error corrections ("Updates') to Commander. Axon
will provide Updates electronically via the lnternet or media as determined by Axon. Agency is
responsible for establishing and maintaining adequate access to the lnternet to receive Updates.
Agency is responsible for maintaining the computer equipment necessary to use Commander. Axon
may provide technical support of a prior release/version of Commander for 6 months from when
Axon made the subsequent release/version available.
Termination. Axon may terminate Agency's license immediately for Agency's failure to comply with
any of the terms in this Agreement. Upon termination, Axon may disable Agency's right to login to
Axon Commander.
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Axon Application Programming lnterface Appendix
Definitions.
"APl Client" means the software that acts as the interface between Agency's computer and the
server, which is already developed or to be developed by Agency.
"APl lnterface" means software implemented by Agency to configure Agency's independent Apl
Client software to operate in conjunction with the API Service for Agency's authorized Use.
"Axon Evidence Partner APl, API or AXON APl" (collectively "Apl Service") means Axon,s Apl
which provides a programmatic means to access data in Agency's Axon Evidence account or
integrate Agency's Axon Evidence account with other systems.
"Use" means any operation on Agenry's data enabled by the supported Apl functionality.
Purpose and License.
2'1 Agency may use API Service and data made available through API Service, in connection
with an API Client developed by Agency. Axon may monitor Agenry's use of Apl Service to
ensure quality, improve Axon devices and services, and verify compliance with this
Agreement. Agency agrees to not interfere with such monitoring or obscure from Axon
Agency's use of API Service. Agency will not use API Service for commercial use.
2.2 Axon grants Agency a non-exclusive, non-transferable, non-sublicensable, worldwide,
revocable right and license during the Term to use API Service, solely for Agency's Use in
connection with Agency's API Client.
2.3 Axon reserves the right to set limitations on Agency's use ofthe API Service, such as a quota
on operations, to ensure stability and availability of Axon's APl. Axon will use reasonable
efforts to accommodate use beyond the designated limits.
Confiquration. Agency will work independently to configure Agency's API Client with API Service
for Agency's applicable Use. Agenry will be required to provide certain information (such as
identification or contact details) as part of the registration. Registration information provided to
Axon must be accurate. Agency witl inform Axon promptly of any updates. Upon Agency,s
registration, Axon will provide documentation outlining API Service information.
Agency Resoonsibilitles. When using API Service, Agency and its end users may not:
4.1 use API Service in any way other than as expressly permitted under this Agreement;
4.2 use in any way that results in, or could result in, any security breach to Axon;
4.3 perform an action with the intent of introducing any viruses, worms, defect, Trojan horses,
malware, or any items of a destructive nature to Axon Devices and Services;
4.4 interfere with, modify, disrupt or disable features or functionality of API Service or the
seryers or networks providing API Service;
4.5 reverse engineer, decompile, disassemble, or translate or attempt to extract the source
code from API Service or any related software;
4.6 create an API lnterface that functions substantially the same as API Service and offer it for
use by third parties;
4,7 provide use of API Service on a service bureau, rental or managed services basis or permit
other individuals or entities to create links to API Service;
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frame or mirror API Service on any other server, or wireless or lnternet-based device;
make available to a third-party, any token, key, password or other login credentials to Apl
Service;
take any action or inaction resulting in illegal, unauthorized or improper purposes; or
disclose Axon's API manual.
4.10
5 API Content. All content related to API Service, other than Agency Content or Agency's API Client
content, is considered Axon's API Content, including:
5.1 the design, structure and naming of API Service fields in all responses and requests;
5,2 the resources available within API Service for which Agency takes actions on, such as
evidence, cases, users, or reports; and
5.3 the structure of and relationship ofAPl Service resources; and
5.4 the design of API Service, in any part or as a whole.
Prohibitions on API Content. NeitherAgency nor its end users will use API content returned from
the API lnterface to:
5.1 scrape, build databases, or otherwise create permanent copies of such content, or keep
cached copies longer than permitted by the cache header;
6,2 copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute,
publicly display, or sublicense to any third-party;
5.3 misrepresent the source or ownership; or
6.4 remove, alter, or obscure any confidentiality or proprietary rights notices (including
copyright and trademark notices).
API Updates. Axon may update or modify the API Service from time to time ("Apl Update"). Agency
is required to implement and use the most current version of API Service and to make any applicable
changes to Agency's API Client required as a result of such API Update. API Updates may adversely
affect how Agency's API Client access or communicate with API Service or the API lnterface. Each
API Client must contain means for Agency to update API Client to the most current version of API
service. Axon will provide support for 1 year following the release of an Apl Update for all
depreciated API Service versions.
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Advanced User Management Appendix
scooe. Advanced User Management allows Agency to (a) utilize bulk user creation and
management, (b) automate user creation and management through system for Cross-domain
ldentity Management ("sclM"), and (c) automate group creation and management through sClM.
Advanced user Manaoement configuration. Agency will work independently to configure
Agency's Advanced User Management for Agency's applicable use. Upon request, Axon will provide
general guidance to Agenry, including documentation that details the setup and configuration
process.
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Axon Channel Services Appendix
Definitions.
"Axon Digital Evidence Management System" means Axon Evidence or Axon Commander, as
specified in the attached Channel Services Statement of Work.
"Active Channel" means a third-party system that is continuously communicating with an Axon
Digital Evidence Management System.
"lnactive Channel" means a third-party system that will have a one-time communication to an
Axon Digital Evidence Management System.
Scope. Agency currently has a third-party system or data repository from which Agency desires to
share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Agency's
third-party data into an Axon Digital Evidence Management System or the transfer of Agency data
out of an Axon Digital Evidence Management System as defined in the Channel Services Statement
of Work ("Channel Services SOW"). Channel Services will not delete any Agency Content. Agency
is responsible for verifying all necessary data is migrated correctly and retained per Agency policy.
Puroose and Use. Agency is responsible for veri{ying Agenry has the right to share data from and
provide access to third-party system as it relates to the Services described in this Appendix and the
Channel Services SOW. For Active Channels, Agency is responsible for any changes to a third-party
system that may affect the functionality of the channel service. Any additional work required for the
continuation of the Service may require additional fees. An Axon Field Engineer may require access
to Agency's nehvork and systems to perform the Services described in the Channel Services SOW.
Agency is responsible for facilitating this access per all laws and policies applicable to Agency.
Project Management. Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
5 Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike
manner.
Monitoring. Axon may monitor Agency's use of Channel Services to ensure quality, improve Axon
devices and services, prepare invoices based on the total amount of data migrated, and verify
compliance with this Agreement. Agency agrees not to interfere with such monitoring or obscure
from Axon Agency's use of channel services.
Agcncv's Responsibilities. Axon's successful performance of the Channel Services requires
Agenry:
7.1 Make available its relevant systems for assessment by Axon (including making these
systems available to Axon via remote access);
7.2 Provide access to the building facilities and where Axon is to perform the Channel Services,
subject to safety and security restrictions imposed by the Agency (including providing
security passes or other necessary documentation to Axon representatives performing the
Channel Services permitting them to enter and exit Agency premises with laptop personal
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computers and any other materials needed to perform the Channel Services);
Provide all necessary infrastructure and software information (TCP/tP addresses, node
names, and network configuration) for Axon to provide the Channel Services;
Ensure all appropriate data backups are performed;
Provide Axon with remote access to the Agency's network and third-party systems when
required for Axon to perform the Channel Services;
Notify Axon of any network or machine maintenance that may impact the performance of
the Channel Services; and
Ensure the reasonable availability by phone or email of knowledgeable staff, personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to Axon (these contacts are to provide background
information and clarification of information required to perform the Channel Services).
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VIEVU Data Migration Appendix
Scope. Agency currently has legacy data in the VIEVU Solution from which Agency desires to move
to Axon Evidence. Axon will work with Agency to copy legacy data from the VIEVU solution into
Axon Evidence ("Migration"). Before Migration, Agency and Axon will work together to develop a
Statement of Work ("Migration SOW") to detail all deliverables and responsibilities. The Migration
will require the availabilityof Agency resources. Such resources will be identified in the SOW. On-
site support during Migration is not required. Upon Agency's request, Axon will provide on-site
support for an additional fee. Any request for on-site support will need to be pre-scheduled and is
subject to Axon's resource availability.
A small amount of unexposed data related to system information will not be migrated from the
VIEVU solution to Axon Evidence. Upon request, some of this data can be manually exported before
Migration and provided to Agency. The Migration SOW will provide further detail.
Changes. Axon is only responsible to perform the Services described in this Appendix and Migration
Sow. 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 the charges or
schedule.
Project Management. Axon will assign a Project Manager to work closely with Agency's project
manager and project team members and will be responsible for completing the tasks required to
meet all contract deliverables on time and budget.
Downtime. There may be downtime during the Migration. The duration of the downtime will depend
on the amount of data that Agency is migrating. Axon will work with Agency to minimize any
downtime. Any VIEVU mobile application will need to be disabled upon Migration.
Functionality Changes. Due to device differences between the VIEVU solution and the Axon's Axon
Evidence solution, there may be functionality gaps that will not allow for all migrated data to be
displayed the same way in the user interface after Migration
Acceptance. Once the Migration is complete, Axon will notify Agency and an acceptance form.
Agency is responsible for verifying that the scope of the project has been completed and all
necessary data is migrated correctly and retained per Agency policy. Agency will have 90 days to
provide Axon acceptance that the Migration was successful, or Axon will deem the Migration
accepted.
ln the event Agency does not accept the Migration, Agency agrees to notify the Axon within a
reasonable time. Agency also agrees to allow Axon a reasonable time to resolve any issue. ln the
event Agency does not provide the Axon written rejection of the Migration during these 90 days,
Agency may be charged for additional monthly storage costs. After Agency provides acceptance of
the Migration, the Axon will delete all data from the VIEVU solution 90 days after the Migration.
Post-Mioration. After Migration, the VIEVU solution may not be supported and updates may not
be provided. Axon may end of life the VIEVU solution in the future. lf Agency elects to maintain data
within the VIEVU solution, Axon will provide Agency 90 days' notice before ending support for the
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VIEVU solution.
Vvarranty. Axon warrants that it will perform the Migration in a good and workmanlike manner.
Monitoring. Axon may monitor Agency's use of Migration to ensure quality, improve Axon devices
and services, prepare invoices based on the total amount of data migrated, and verify compliance
with this Agreement. Agency agrees not to interfere with such monitoring or obscure from Axon
Agenry's use of Migration.
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Axon Support Engineer Appendix
Axon Support Engineer Payment. Axon will invoice for Axon Support Engineer ("ASE") services,
as outlined in the Quote, when the Axon Support Engineer commences work on-site at Agency.
Full-Time ASE Scope of Services.
2.1 A Full-Time ASE will work on-site four (4) days per week_
2.2 Agency's Axon sales representative and Axon's Agency Success team will work with Agency
to define its support needs and ensure the Full-Time ASE has skills to align with those
needs. There may be up to a 6-month waiting period before the Full-Time ASE can work
on-site, depending upon Agency's needs and availability of a Full-Time ASE.
2.3 The purchase of Full-Time ASE Services includes 2 complimentaryAxon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency, and Agency is
current on all payments for the Full-Time ASE Service.
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration. Assisting with assigning cameras and registering docks. Maintaining Agency's Axon Evidence account. Connecting Agency to "Early Access" programs for new devices
Account Maintenance
' Conducting on-site training on new features and devices for Agency leadership team(s)
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program. Conducting weekly meetings to cover current issues and program status
Data Analysis
' Providing on-demand Axon usage data to identifytrends and insights for improving daily
workflows. Comparing Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Direct Support
. Providing on-site, tier 1 and tier 2 technical support for Axon devices. Proactively monitoring the health of Axon equipment. Creating and monitoring RMAs on-site. Providing Axon app support
' Monitoring and testing new firmware and workflows before they are released to Agency's
production environment
Agency Advocacy
' Coordinating bi-annual voice of customer meetings with Axon's Device Management team. Recording and tracking Agency feature requests and major bugs
Regional ASE ScoFe of Services
3.1 A Regional ASE will work on-site for 3 consecutive days per quarter. Agency must schedule
the on-site days at least 2 weeks in advance. The Regional ASE will also be available by
phone and email during regular business hours up to 8 hours perweek.
3.2 There may be up to a 6-month waiting period before Axon assigns a Regional ASE to
Agency, depending upon the availability of a Regional ASE.
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3.3 The purchase of Regional ASE Services includes 2 complimentary Axon Accelerate tickets
per year of the Agreement, so long as the ASE has started work at Agency and Agency is
current on all payments for the Regional ASE Service.
The Regional ASE service options are listed below:
Account Maintenance. Conducting remote training on new features and devices for Agenry's leadership
' Thoroughly documenting issues and workflows and suggesting new workflows to improve the
effectiveness of the Axon program. Conducting weekly conference calls to cover current issues and program status
' Visiting Agenry quarterly (up to 3 consecutive days) to perform a quarterly business review,
discuss Agency's goals for your Axon program, and continue to ensure a successful
deployment of Axon devices
Direct Support. Providing remote, tier 1 and tier 2 technical support for Axon devices. Creating and monitoring RMAs remotely
Data Analysis
' Providing quarterly Axon usage data to identify trends and program efficiency opportunities. Comparing an Agency's Axon usage and trends to peers to establish best practices
' Proactively monitoring the health of Axon equipment and coordinating returns when needed
Agency Advocacy. Coordinating bi-yearly Voice of Agency meetings with Device Management team. Recording and tracking Agency feature requests and major bugs
Out of Scope Services. The ASE is responsible to perform only the Services described in this
Appendix. Any additional Services discussed or implied that are not defined explicitly in this
Appendix will be considered out of the scope.
ASE Leave Time. The ASE will be allowed up 7 days of sick leave and up to 15 days of vacation
time per each calendar year. The ASE will work with Agency to coordinate any time off and will
provide Agency with at least 2 weeks'notice before utilizing any vacation days.
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Redaction Services Appendix
Scope. Each month of Axon Redaction Service, Agency may utilize up to the number of redacted
videos included on the Quote, or the maximum number of hours, whichever comes first. ln order
to be considered one video, a video an Agency submits to Axon for redaction must be less than 1
hour. lf a video is longer than t hour, it will be rounded up to the next hour. For example, if Agency
submits a video for redaction and that video is 150 minutes, the video will be considered 3 hours.
Agency may not rollover unused redactions and hours from one month to the next.
Agency Responsibilities.
2-1 Access. Agency will create an account for Axon within Agency's Axon Evidence tenant.
Agency must provision Axon to have only permission to view and redact videos identified
for redaction. Upon completion of work or on a periodic basis in alignment with Agency's
poliry, Agency must manage or disable Axon's access within Agency's Axon Evidence
tenant.
2.2 Policy. Agency is responsible for providing Axon Agency's standard poliry regarding
redaction ("Redaction Policy"). The Redaction Policy should identify typical objects and
audio that need to be redacted from video. Axon will redact videos per the Redaction Policy
unless otherwise instructed in writing.
Submission. Agency will identify video for redaction and will submit requests to
redactionservices@axon-com. Axon will redact the video according to the Redaction Policy within
72 hours. The redaction will be performed using Axon Evidence's Redaction Studio.
Security. Axon will use CJIS certified employees to perform all redaction services- Axon employees
will perform all redactions in a CJIS compliant room.
Acceptance of Redacted Video. Upon completing the redaction, Axon will assign the redacted
video to Agency. Agency will review the video within 5 business days of receipt and notify Axon of
any required changes. lf changes are necessary, Axon will perform such changes within 48 hours of
notification. ln the event Agency does not notify Axon of any requested changes within 5 business
days of receipt of the redacted video, Axon will deem the redacted video accepted by Agency.
Changes. fuon 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.
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'Ue:
Master serurces and Purcnasrng Agreement between Axon and Agency
Department: Legal
Version: 9.0
Release Date: 4/17/2070 Page 33 of 33