R17-011 1 RESOLUTION NO. R17-011
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 AUTHORIZING AND DIRECTING THE CITY MANAGER SIGN A
6 MASTER SERVICES AND PURCHASING AGREEMENT AND ALL
7 RELATED DOCUMENT, SUBJECT TO CITY ATTORNEY
8 APPROVAL, WITH TASER INTERNATIONAL, INC., FOR THE
9 PURCHASE OF 80 BODY WORN CAMERAS AND A FIVE YEAR
10 SUBSCRIPTION OF EVIDENCE.COM FOR UNLIMITED STORAGE
11 OF ALL VIDEO FROM THE CAMERAS IN THE AMOUNT OF
12 $561,783.92; AND PROVIDING AN EFFECTIVE DATE.
13
14
15 WHEREAS,the Police Department is requesting to purchase 80 body worn cameras
16 and associated digital evidence management software which will include the necessary
17 accessories, storage, management tools and training for a successful body worn cameras
18 program; and
19 WHEREAS, this will also provide unlimited storage for all video recorded using
20 TASER equipment and will benefit the Police Department by not having to purchase more
21 storage space regardless of what happens with State retention laws or agency policy; and
22 WHEREAS,staff has recommended that the City Commission approve a five(5)year
23 subscription with Evidence.com and the purchase of 80 body worn cameras from Taser
24 International,Inc.,utilizing$49,737.92 for the cost of the cameras from the Federal Forfeiture
25 Law Enforcement Trust Fund and the five year subscription for unlimited storage in the
26 amount of$512,046.00 from the departmental budget.
27 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
28 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
29 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption
C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet
Files\Content.IE5\SATNOEVN\Body_worn_camera_purchase_Taser_Intl__Reso.doc
31 hereof.
32 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
33 authorizes and directs the City Manager to sign a Master Services and Purchase Agreement,along
34 with all related documents, subject to City Attorney Approval, with Taser International,Inc.,for
35 the five(5)year subscription with Evidence.com and the purchase of 80 body worn cameras from
36 Taser International, Inc., utilizing $49,737.92 for the cost of the cameras from the Federal
37 Forfeiture Law Enforcement Trust Fund and the five year subscription for unlimited storage in the
38 amount of $512,046.00 from the departmental budget, a copy of said Master Services and
39 Purchase Agreement final document is attached hereto as Exhibit"A".
40 Section 3. This Resolution shall become effective immediately upon passage.
41 PASSED AND ADOPTED this 17th day of January, 2017.
42 CITY OF BOYNTON BEACH, FLORIDA
43
44 YES NO
45 Mayor—Steven B. Grant
46
47 Vice Mayor—Mack McCray
48
49 Commissioner—Justin Katz
50
51 Commissioner—Christina L. Romelus
52
53 Commissioner—Joe Casello
54
55
56 VOTE
57 ATTEST:
5859
i ) go%, 44
60 Ju• A. Pyle, CMC �a-'g
rf
61 r�Clerk 1
62
63 �
64 (Corporate Seal)
C:\Users\StanzioneT\AppData\Local\Microsoft\Windows\Temporary Internet
Files\Content.1E5\SATNOEVN1Body_worn_camera_purchase_Taser_Intl__Reso.doc
PROTECT.-1-4134. Ft
LIFE
MASTER SERVICES AND PURCHASING AGREEMENT
between
TASER INTERNATIONAL, INC.
and
Boynton Beach Police Dept. - FL
CITY Agreement Number:
TASER
PROTECT LIFE
MASTER SERVICES AND PURCHASING AGREEMENT
This Master Agreement(the Agreement) by and between TASER International, Inc., (TASER or Party)a
Delaware corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255,
and Boynton Beach Police Dept. - FL , (Agency, Party or collectively Parties) having its principal place of
business at 100 E. Boynton Beach Blvd., Boynton Beach, FL, 33435, is entered into as of December, 29, 2016
(the Effective Date).
This Agreement sets forth the terms and conditions for the purchase, delivery, use, and support of TASER products
and services as detailed in Quote#Q-92696(the Quote),which is hereby incorporated by reference. It is the intent
of the Parties that this Agreement shall act as a master agreement governing all subsequent purchases by Agency
of TASER Products and all subsequent quotes accepted by Agency shall be also incorporated by reference as a
Quote. In consideration of this Agreement the Parties agree as follows:
1 Term. This Agreement will commence on the Effective Date and will remain in full force and effect until
terminated by either Party. TASER services will not be authorized until a signed Quote or Purchase Order
is received, whichever is first.
1.1 Evidence.com Subscription Term: The Initial Term of the Subscription services will begin after
shipment of the Product. If shipped in 1st half of the month, the start date is on the 1st of the
following month. If shipped in the last half of the month,the start date is on the 15th of the following
month. Subscription Services will automatically renew for additional successive Terms of one (1)
year after completion of the initial Term at the list price then in effect, unless the Agency gives
TASER written notice of termination within sixty(60)days prior to the end of a one(1)year period.
1.2 Professional Services Term: Amounts pre-paid for professional services as outlined in the Quote
and the Professional Service Appendix must be used within 6 months of the Effective Date.
2 Definitions.
"Business Day" means Monday through Friday, excluding holidays.
"Confidential Information" means all nonpublic information disclosed by TASER, TASER affiliates,
business partners of TASER or their respective employees, contractors or agents that is designated as
confidential or that, given the nature of the information or circumstances surrounding its disclosure,
reasonably should be understood to be confidential.
"Documentation" means the(i)specifications, explanatory or informational materials,whether in paper or
electronic form, that relate to the Services provided under this Agreement, or (ii) user manuals, technical
manuals,training manuals,warnings, specification or other explanatory or informational materials,whether
in paper or electronic form, that relate to the Products provided under this Agreement.
"Evidence.com Service" means TASER web services for Evidence.com, the Evidence.com site,
EVIDENCE Sync software, EVIDENCE Mobile App, Axon® Mobile App, other software, maintenance,
storage, and product or service provided by us under this Agreement for use with Evidence.com.This does
not include any Third Party Applications, hardware warranties, or the my.evidence.com services.
"Installation Site" means the location(s)where the Products are to be installed.
"Policies" means the Trademark Use Guidelines, all restrictions described on the TASER website, and
any other policy or terms referenced in or incorporated into this Agreement. Policies do not include
whitepapers or other marketing materials.
"Products" means all TASER equipment, software, cloud based services, Documentation and software
maintenance releases and updates provided by TASER under this Agreement.
"Quote" is an offer to sell, is valid only for products and services listed on the quote at prices on the
Title: Evidence.com Master Service Agreement with Exhibits Page 2 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
quote. All Quotes referenced in this Agreement or issued and accepted after the Effective Date of this
Agreement will be subject to the terms of this Agreement. Any terms and conditions contained within the
Agency's purchase order in response to the Quote will be null and void and shall have no force or effect.
TASER is not responsible for pricing, typographical, or other errors in any offer by TASER and TASER
reserves the right to cancel any orders resulting from such errors. TASER reserves the right to adjust
prices or Products unless otherwise specified in the Quote.
"Resolution Time" means the elapsed time between TASER's acknowledgment of an issue until the
problem in the Services has been resolved, which does not include time delays caused by the Agency or
by third parties outside of TASER's reasonable control.
"Services" means all services provided by TASER pursuant to this Agreement.
"Agency Content" means software, data, text, audio, video, images or other Agency content or any of the
Agency's end users (a) run on the Evidence.com Services, (b) cause to interface with the Evidence.com
Services, or (c) upload to the Evidence.com Services under the Agency account or otherwise transfer,
process, use or store in connection with the Agency account.
3 Payment Terms. Invoices are due to be paid within 30 days of the date of invoice. All orders are subject
to prior credit approval. Payment obligations are non-cancelable and fees paid are non-refundable and all
amounts payable will be made without setoff, deduction, or withholding. If a delinquent account is sent to
collections, the Agency is responsible for all collection and attorneys'fees.
4 Taxes. Unless TASER is provided with a valid and correct tax exemption certificate applicable to the
purchase and ship-to location, the Agency is responsible for sales and other taxes associated with the
order.
5 Shipping; Title; Risk of Loss; Resection. TASER reserves the right to make partial shipments and
products may ship from multiple locations. All shipments are E.X.W. via common carrier and title and risk
of loss pass to the Agency upon delivery to the common carrier by TASER. The Agency is responsible for
all freight charges.Any loss or damage that occurs during shipment is the Agency's responsibility. Shipping
dates are estimates only.The Agency may reject nonconforming Product by providing TASER written notice
of rejection within 10 days of shipment. Failure to notify TASER within the 10 day rejection period will be
deemed as acceptance of Product.
6 Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as
provided by state or federal law.
7 Warranties.
7.1 Hardware Limited Warranty. TASER warrants that its law enforcement hardware products are
free from defects in workmanship and materials for a period of ONE (1) YEAR from the date of
receipt. Extended warranties run from the date of purchase of the extended warranty through the
balance of the 1-year limited warranty term plus the term of the extended warranty measured after
the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are
expended are deemed to have operated properly.TASER-Manufactured Accessories are covered
under a limited 90-DAY warranty from the date of receipt. Non-TASER manufactured accessories
are covered under the manufacturer's warranty. If TASER determines that a valid warranty claim
is received within the warranty period, TASER agrees to repair or replace the Product. TASER's
sole responsibility under this warranty is to either repair or replace with the same or like Product,
at TASER's option.
7.2 Warranty Limitations.
7.2.1 The warranties do not apply and TASER will not be responsible for any loss, data loss,
damage, or other liabilities arising from: (a) damage from failure to follow instructions
relating to the Product's use; (b)damage caused by use with non-TASER products or from
Title: Evidence.com Master Service Agreement with Exhibits Page 3 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
the use of cartridges, batteries or other parts, components or accessories that are not
manufactured or recommended by TASER; (c) damage caused by abuse, misuse,
intentional or deliberate damage to the product, or force majeure; (d)damage to a Product
or part that has been repaired or modified by persons other than TASER authorized
personnel or without the written permission of TASER; or(e) if any TASER serial number
has been removed or defaced.
7.2.2 To the extent permitted by law, the warranties and the remedies set forth above are
exclusive and TASER disclaims all other warranties, remedies, and conditions,
whether oral or written, statutory, or implied, as permitted by applicable law. If
statutory or implied warranties cannot be lawfully disclaimed, then all such
warranties are limited to the duration of the express warranty described above and
limited by the other provisions contained in this Agreement.
7.2.3 TASER's cumulative liability to any Party for any loss or damage resulting from any
claims, demands, or actions arising out of or relating to any TASER product will not
exceed the purchase price paid to TASER for the product or if for services, the
amount paid for such services over the prior 12 months preceding the claim. In no
event will either Party be liable for any direct,special,indirect,incidental,exemplary,
punitive or consequential damages, however caused, whether for breach of
warranty, breach of contract, negligence,strict liability,tort or under any other legal
theory.
7.3 Warranty Returns. If a valid warranty claim is received by TASER within the warranty period,
TASER agrees to repair or replace the Product which TASER determines in its sole discretion to
be defective under normal use, as defined in the Product instructions. TASER's sole responsibility
under this warranty is to either repair or replace with the same or like Product, at TASER's option.
7.3.1 For warranty return and repair procedures, including troubleshooting guides, please go to
TASER's websites www.taser.com/support or www.evidence.com, as indicated in the
appropriate product user manual or quick start guide.
7.3.2 Before delivering product for warranty service, it is the Agency's responsibility to upload
the data contained in the product to the EVIDENCE.com services or download the product
data and keep a separate backup copy of the contents. TASER is not responsible for any
loss of software programs, data, or other information contained on the storage media or
any other part of the product services.
7.3.3 A replacement product will be new or like new and have the remaining warranty period of
the original product or 90 days from the date of replacement or repair, whichever period is
longer.When a product or part is exchanged, any replacement item becomes Purchaser's
property and the replaced item becomes TASER's property.
8 Product Warnings. See our website at www.TASER.com for the most current product warnings.
9 Design Changes. TASER reserves the right to make changes in the design of any of TASER's products
and services without incurring any obligation to notify the Agency or to make the same change to products
and services previously purchased.
10 Insurance. TASER will maintain at TASER's own expense and in effect during the Term, Commercial
General Liability Insurance,Workers'Compensation Insurance and Commercial Automobile Insurance and
will furnish certificates of insurance or self-insurance upon request.
11 Indemnification. TASER will indemnify and defend the Agency Indemnitees (the Agency's officers,
directors, and employees)from and against all claims, demands, losses, liabilities, reasonable costs and
expenses arising out of a claim by a third party against an Agency Indemnitee resulting from any negligent
act, error or omission, or willful misconduct of TASER under or related to this Agreement, except in the
case of negligent acts, omissions or willful misconduct of the Agency or claims that fall under Workers
Compensation coverage.
Title: Evidence.com Master Service Agreement with Exhibits Page 4 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
12 IP Rights. TASER owns and reserves all right, title, and interest in the TASER Products and related
software, as well as any suggestions made to TASER.
13 IP Indemnification. TASER will defend, indemnify, and hold the Agency Indemnitees harmless from and
against any claims, damages, losses, liabilities, costs, and expenses(including reasonable attorneys'fees)
arising out of or relating to any third-party claim alleging that use of TASER Products or Services as
permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party.
The Agency must provide TASER with prompt written notice of such a claim, tender to us the defense or
settlement of such a claim at our expense, and cooperate fully with us in the defense or settlement of such
a claim.
TASER has no liability to the Agency or any third party if any alleged infringement or claim of infringement
is to any extent based upon: (a)any modification of the Evidence.com Services by the Agency or any third
party not approved by TASER; (b) use of the Evidence.com Services in connection or in combination with
equipment, devices, or services not approved or recommended by TASER; (c) the use of Evidence.com
Services other than as permitted under this Agreement or in a manner for which it was not intended; or(d)
the use of other than the most current release or version of any software provided by TASER as part of or
in connection with the Evidence.com Services. Nothing in this Section will affect any warranties in favor of
the Agency that are otherwise provided in or arise out of this Agreement.
14. Agency Responsibilities. The Agency is responsible for (i) use of TASER Products (including any
activities under the Agency Evidence.com account and use by Agency employees and agents), (ii) breach
of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (iii)Agency
Content or the combination of Agency Content with other applications, content or processes, including any.
claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the
use of Agency Content, (iv)a dispute between the Agency and any third party over Agency use of TASER
products or the collection or use of Agency Content, (v) any hardware or networks that the Agency
connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact
with or on the Evidence.com Services.
15 Termination.
15.1 By Either Party. Either Party may terminate for cause upon 30 days advance notice to the other
Party if there is any material default or breach of this Agreement by the other Party, unless the
defaulting Party has cured the material default or breach within the 30-day notice period. In the
event that the Agency terminates this Agreement under this Section and TASER fails to cure the
material breach or default, TASER will issue a refund of any prepaid amounts on a prorated basis.
15.2 By Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be
made from funds budgeted and appropriated for that purpose during the then current fiscal year.
In the event that sufficient funds will not be appropriated or are not otherwise legally available to
pay the fees required under this Agreement, this Agreement may be terminated by the Agency.
The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the
end of the then current fiscal year.
15.3 Effect of Termination. Upon any termination of this Agreement: (a) all Agency rights under this
Agreement immediately terminate; (b) the Agency remains responsible for all fees and charges
incurred through the date of termination; and (c) Payment Terms, Warranty, Product Warnings,
Indemnification, and Agency Responsibilities Sections, as well as the Evidence.com Terms of Use
Appendix Sections on Agency Owns Agency Content, Data Storage, Fees and Payment,
Software Services Warranty, IP Rights and License Restrictions will continue to apply in
accordance with their terms.
15.4 After Termination. TASER will not delete any Agency Content as a result of a termination during
a period of 90 days following termination. During this 90-day period the Agency may retrieve
Title: Evidence.com Master Service Agreement with Exhibits Page 5 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
Agency Content only if all amounts due have been paid (there will be no application functionality of
the Evidence.com Services during this 90-day period other than the ability to retrieve Agency
Content). The Agency will not incur any additional fees if Agency Content is downloaded from
Evidence.com during this 90-day period. TASER has no obligation to maintain or provide any
Agency Content after this 90-day period and will thereafter, unless legally prohibited, delete all of
Agency Content stored in the Evidence.com Services. Upon request, TASER will provide written
proof that all Agency Content has been successfully deleted and fully removed from the
Evidence.com Services.
15.5 Post-Termination Assistance. TASER will provide Agency with the same post-termination data
retrieval assistance that TASER generally makes available to all customers. Requests for TASER
I to provide additional assistance in downloading or transferring Agency Content will result in
additional fees and TASER will not warrant or guarantee data integrity or readability in the external
system.
16 General.
16.1 Confidentiality. Both Parties will take all reasonable measures to avoid disclosure, dissemination
or unauthorized use of either Party's Confidential Information. Except as required by applicable
law, neither Party will disclose either Party's Confidential Information during the Term or at any time
during the 5-year period following the end of the Term.All TASER Pricing is considered confidential
and competition sensitive.
16.2 Excusable delays. TASER will use commercially reasonable efforts to deliver all products and
services ordered as soon as reasonably practicable. In the event of interruption of any delivery due
to causes beyond TASER's reasonable control TASER has the right to delay or terminate the
delivery with reasonable notice.
16.3 Force Majeure. Neither Party will be liable for any delay or failure to perform any obligation under
this Agreement where the delay or failure results from any cause beyond the Parties' reasonable
control, including acts of God, labor disputes or other industrial disturbances, systemic electrical,
telecommunications, or other utility failures, earthquake, storms or other elements of nature,
blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
16.4 Proprietary Information. The Agency agrees that TASER has and claims various proprietary
rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge,
and designs that constitute TASER products and services, and that the Agency will not directly or
indirectly cause any proprietary rights to be violated.
16.5 Independent Contractors.The Parties are independent contractors. Neither Party, nor any of their
respective affiliates, 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.
16.6 No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights
in any individual or entity that is not a party to this Agreement.
16.7 Non-discrimination and Equal Opportunity. During the performance of this Agreement, neither
the Parties nor the Party's employees will discriminate against any person, whether employed by
a Party or otherwise, on the basis of basis of race, color, religion, gender, age, national origin,
handicap, marital status, or political affiliation or belief. In all solicitations or advertisements for
employees, agents, subcontractors or others to be engaged by a Party or placed by or on behalf of
a Party, the solicitation or advertisement shall state all qualified applicants shall receive
consideration for employment without regard to race, color, religion, gender, age, national origin,
handicap, marital status, or political affiliation or belief.
Title: Evidence.com Master Service Agreement with Exhibits Page 6 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
-roksel=1
PROTECT LIFE
16.8 U.S. Government Rights. Any Evidence.com Services provided to the U.S. Government as
"commercial items," "commercial computer software," "commercial computer software
documentation,"and"technical data"will have the same rights and restrictions generally applicable
to the Evidence.com Services. If the Agency is using the Evidence.com 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, the Agency will immediately discontinue use of the Evidence.com
Services. The terms "commercial item," "commercial computer software," "commercial computer
software documentation," and "technical data" are defined in the Federal Acquisition Regulation
and the Defense Federal Acquisition Regulation Supplement.
16.9 Import and Export Compliance. In connection with this Agreement, each Party will comply with
all applicable import, re-import, export, and re-export control laws and regulations.
16.10 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior
written approval of the other Party. TASER may assign or otherwise transfer this Agreement or
any of our rights or obligations under this Agreement without consent (a)for financing purposes,
(b) in connection with a merger, acquisition or sale of all or substantially all of our assets, (c) as
part of a corporate reorganization, or(d)to a subsidiary corporation. Subject to the foregoing, this
Agreement will be binding upon the Parties and their respective successors and assigns.
16.11 No Waivers. The failure by either Party to enforce any provision of this Agreement will not
constitute a present or future waiver of the provision nor limit the Party's right to enforce the
provision at a later time.
16.12 Severability.This Agreement is contractual and nota mere recital. If any portion of this Agreement
is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full
force and effect.
16.13 Governing Law; Venue. The laws of the state where the Agency is physically located, without
reference to conflict of law rules, govern this Agreement and any dispute of any sort that might
arise between the Parties.The United Nations Convention for the International Sale of Goods does
not apply to this Agreement.
16.14 Notices. All communications and notices to be made or given pursuant to this Agreement must be
in the English language. Notices provided by posting on the Agency's Evidence.com site will be
effective upon posting and notices provided by email will be effective when the email was sent.
Notices provided by personal delivery will be effective immediately.Contact information for notices:
TASER: TASER International, Inc. AGENCY:
ATTN: Contracts
17800 N. 85th Street
Scottsdale, Arizona 85255
contracts@taser.com
16.15 Entire Agreement.This Agreement, including the APPENDICES attached hereto,and the Policies
and the quote provided by TASER, represents the entire agreement between the Parties. This
Agreement supersedes all prior or contemporaneous representations, understandings,
agreements, or communications between the Parties, whether written or verbal, regarding the
subject matter of this Agreement. No modification or amendment of any portion of this Agreement
will be effective unless in writing and signed by the Parties to this Agreement. If TASER provides a
translation of the English language version of this Agreement, the English language version of the
Agreement will control if there is any conflict.
Title: Evidence.com Master Service Agreement with Exhibits Page 7 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER'
PROTECT LIPS
16.16 Counterparts. If this Agreement form requires the signatures of the Parties,.then this Agreement
may be executed by electronic signature in multiple counterparts, each of which„is considered an
original.
IN WITNESS WHEREOF,the Parties hereto have caused this.Agreement to be duly executed. Each Party
warrants and represents that its respective signatories whose signatures appear below have been and are,on the
date of signature, duly authorized to execute this Agreement.
TASER International,Inc. Boynton Be
Signafur • ~ Signature: o oa'tadift -
Name : o.� -m:. : ,.e,-`. ::OR.: Name: - o tz rrUP-r�ru a
Title: ®` 1: . ®.:- r Title: Cay 4/ 14 f.�
Date: Date: 3/1/i
Address: 17800 N.85th Street Scottsdale;AZ 85255 Address: 100 E. Boynton Beach Blvd., Boynton Beach;
FL, 33435
Attn: Contracts
Email:contracts@taser:com APPROVED `- gpr f '"
CITY ATTORNEY
Title: - Evidence.com Master Service Agreement with Exhibits Page 8 of 18
Department Legal
Version: ' 11.0
Release Date: 7/31/2015 .
CbTASER
PROTECT LIFE
Evidence.com Terms of Use
Appendix
1 Access Rights. Upon the purchase or.granting of a subscription from TASER and the opening of an
Evidence.com account the Agency will have access and use of the Evidence.com Services for the storage
and management of Agency Content during the subscription term (Term). The Evidence.com Service and
data storage are subject to usage limits.The Evidence.com Service may not be accessed by more than the
number of end users specified in the Quote. If Agency becomes aware of any violation of this Agreement
by an end user, the Agency will immediately terminate that end user's access to Agency Content and the
Evidence.com Services.
2 Agency Owns Agency Content.The Agency controls and owns all right,title,and interest in and to Agency
Content and TASER obtains no rights to the Agency Content and the Agency Content are not business
records of TASER. The Agency is solely responsible for the uploading, sharing, withdrawal, management
and deletion of Agency Content. TASER will have limited access to Agency Content solely for the purpose
of providing and supporting the Evidence.com Services to the Agency and Agency end users. The Agency
represents that the Agency owns Agency Content; and that none of Agency Content or Agency end users'
use of Agency Content or the Evidence.com Services will violate this Agreement or applicable laws.
3 Evidence.com Data Security.
3.1. Generally. TASER will implement commercially reasonable and appropriate measures designed
to secure Agency Content against accidental or unlawful loss, access or disclosure. TASER will
maintain a comprehensive Information Security Program (ISP) that includes logical and physical
access management, vulnerability management, configuration management, incident monitoring
and response, encryption of digital evidence uploaded, security education, risk management, and
data protection. The Agency is responsible for maintaining the security of end user names and
passwords and taking steps to maintain appropriate security and access by end users to Agency
Content. Log-in credentials are for Agency internal use only and Agency may not sell, transfer, or
sublicense them to any other entity or person. The Agency agrees to be responsible for all activities
undertaken by the Agency, Agency employees, Agency contractors or agents, and Agency end
users which result in unauthorized access to the Agency account or Agency Content. Audit log
tracking for the video data is an automatic feature of the Services which provides details as to who
accesses the video data and may be downloaded by the Agency at any time. The Agency shall
contact TASER immediately if an unauthorized third party may be using the Agency account or
Agency Content or if account information is lost or stolen.
3.2. FBI CJIS Security Addendum. For customers based in the United States, TASER agrees to the
terms and requirements set forth in the Federal Bureau of Investigation (FBI) Criminal Justice
Information Services (CJIS)Security Addendum for the Term of this Agreement.
4 Our Support. TASER will make available updates as released by TASER to the Evidence.com Services.
Updates may be provided electronically via the Internet. TASER will use reasonable efforts to continue
supporting the previous version of any API or software for 6 months after the change(except if doing so(a)
would pose a security or intellectual property issue, (b) is economically or technically burdensome, or(c) is
needed to comply with the law or requests of governmental entities. The Agency is responsible for
maintaining the computer equipment and Internet connections necessary for use of the Evidence.com
Services.
5 Data Privacy. TASER will not disclose Agency Content or any information about the Agency except as
compelled by a court or administrative body or required by any law or regulation. TASER will give notice if
any disclosure request is received for Agency Content so the Agency may file an objection with the court
or administrative body. The Agency agrees to allow TASER access to certain information from the Agency
in order to: (a) perform troubleshooting services for the account upon request or as part of our regular
diagnostic screenings; (b) enforce this agreement or policies governing use of Evidence.com Services; or
Title: Evidence.com Master Service Agreement with Exhibits Page 9 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
(c) perform analytic and diagnostic evaluations of the systems.
6 Data Storage. TASER will determine the locations of the data centers in which Agency Content will be
stored and accessible by Agency end users. For United States customers, TASER will ensure that all
Agency Content stored in the Evidence.com Services remains within the United States including any
backup data, replication sites, and disaster recovery sites. TASER may transfer Agency Content to third
parties for the purpose of storage of Agency Content.Third party subcontractors responsible for storage of
Agency Content are contracted by TASER for data storage services.Ownership of Agency Content remains
with the Agency. For use of an Unlimited Evidence.com License unlimited data may be stored in the
Agency's Evidence.com account if the data originates from a TASER device. For use of Totally
Unlimited Evidence.com Licenses TASER reserves the right to limit the types of content the Agency can
store and share using the Services.
7 Fees and Payment.Additional end users may be added during the Term at the pricing in effect at the time
of purchase of additional end users, prorated for the duration of the Term.Additional end user accounts will
terminate on the same date as the pre-existing subscriptions.TASER reserves the right to charge additional
fees for exceeding purchased storage amounts or for TASER's assistance in the downloading or exporting
of Agency Content.
8 Suspension of Evidence.com Services.TASER may suspend Agency access or any end user's right to
access or use any portion or all of the Evidence.com Services immediately upon notice in accordance with
the following:
8.1. The Termination provisions of the Master Service Agreement apply;
8.2. The Agency or an end user's use of or registration for the Evidence.com Services (i) poses a
security risk to the Evidence.com Services or any third party, (ii) may adversely impact the
Evidence.com Services or the systems or content of any other customer, (iii) may subject TASER,
TASER's affiliates, or any third party to liability, or(iv) may be fraudulent;
8.3. If TASER suspends the right to access or use any portion or all of the Evidence.com Services, the
Agency remains responsible for all fees and charges incurred through the date of suspension
without any credits for any period of suspension. TASER will not delete any of Agency Content on
Evidence.com as a result of a suspension, except as specified elsewhere in this Agreement.
9 Software Services Warranty. TASER warrants that the Evidence.com Services will not infringe or
misappropriate any patent, copyright, trademark, or trade secret rights of any third party. TASER disclaims
any warranties or responsibility for data corruption or errors before the data is uploaded to the
Evidence.com Services.
10 License Restrictions. Neither the Agency nor any Agency end users may, or attempt to: (a) permit any
third party to access the Evidence.com Services except as permitted in this Agreement; (b) modify, alter,
tamper with, repair, or otherwise create derivative works of any of the Evidence.com Services; (c) reverse
engineer, disassemble, or decompile the Evidence.com Services or apply any other process or procedure
to derive the source code of any software included in the Evidence.com Services, or allow any others to do
the same; (d) access or use the Evidence.com Services in a way intended to gain unauthorized access,
avoid incurring fees or exceeding usage limits or quotas; (e) copy the Evidence.com Services in whole or
part, except as expressly permitted in this Agreement; (f) use trade secret information contained in the
Evidence.com Services, except as expressly permitted in this Agreement; (g) resell, rent, loan, or
sublicense the Evidence.com Services; (h) access the Evidence.com Services in order to build a
competitive product or service or copy any features, functions, or graphics of the Evidence.com Services;
(i) remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and
trademark notices) of ours or our licensors on or within the Evidence.com Services or any copies of the
Evidence.com Services; or (j) use the Evidence.com Services to store or transmit infringing, libelous, or
otherwise unlawful or tortious material, to store or transmit material in violation of third party privacy rights,
or to store or transmit malicious code. All licenses granted in this Agreement are conditional on continued
Title: Evidence.com Master Service Agreement with Exhibits Page 10 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
PROTECT T LIFE
compliance this Agreement,and will immediately and automatically terminate if the Agency does not comply
with any term or condition of this Agreement.The Agency may only use our trademarks in accordance with
the TASER Trademark Use Guidelines (located at www.TASER.com).
•
Title: Evidence.com Master Service Agreement with Exhibits Page 11 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
•
TASER
PROTECT LIFE
Professional Services
Appendix
Scope of Services. The project scope will consist of the Services identified on the Quote.
1.1. The Package for the Axon and Evidence.com related Services are detailed below:
System set up and configuration
Setup Axon®Mobile on smart phones(if applicable).
Configure categories&custom roles based on Agency need.
Troubleshoot IT issues with Evidence.com and Evidence.com Dock(Dock)access.
Work with IT to install EVIDENCE Sync software on locked-down computers(if applicable).
One on-site session Included
Dock installation
Work with Agency to decide ideal location of Dock setup and set configurations on Dock if necessary.
Authenticate Dock with Evidence.com using"admin"credentials from Agency.
Work with Agency's IT to configure its network to allow for maximum bandwidth and proper operation within Agency's
network environment.
On site Assistance Included
Dedicated Project Manager
Assignment of a specific TASER representative for all aspects of planning the Product rollout(Project Manager). Ideally,
the Project Manager will be assigned to the Agency 4-6 weeks prior to rollout.
Weekly project planning meetings
Project Manager will develop a Microsoft Project plan for the rollout of Axon camera units, Docks and Evidence.com
account training based on size,timing of rollout and Agency's desired level of training. Up to 4 weekly meetings leading up
to the Evidence.com Dock installation of not more than 30 minutes in length.
Best practice implementation planning session-1 on-site session to:
Provide considerations for establishment of video policy and system operations best practices based on TASER's
observations with other agencies.
Discuss importance of entering metadata in the field for organization purposes and other best practice for digital data
management.
Provide referrals of other agencies using the Axon camera products and Evidence.com services
Create project plan for larger deployments.
Recommend rollout plan based on review of shift schedules.
System Admin and troubleshooting training sessions
2 on-site sessions—each providing a step-by-step explanation and assistance for Agency's configuration of security, roles&
permissions,categories&retention,and other specific settings for Evidence.com.
Axon instructor training
Prior to general user training on Axon camera systems and Evidence.com services,TASER's on-site professional services
team will provide training for instructors who can support the Agency's subsequent Axon camera and Evidence.com training
needs.
End user go live training and support sessions
Provide individual device set up and configuration assistance; pairing with viewers when applicable;and training on device
use, Evidence.com and EVIDENCE Sync.
Implementation document packet
Evidence.com administrator guides,camera implementation guides, network setup guide,sample policies, and categories&
roles guide
Post go live review session
1.2. Additional training days may be added on to any service package for additional fees set forth in the
Quote.
Title: ' Evidence.com Master Service Agreement with Exhibits Page 12 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
2 Out of Scope Services. TASER is responsible to perform only the Services described on the Quote. Any
additional services discussed or implied that are not defined explicitly by the Quote will be considered out
of the scope.
3 Delivery of Services.
3.1. Hours and Travel. TASER personnel will work within normal business hours, Monday through
Friday, 8:30 a.m. to 5:30 p.m., except holidays unless otherwise agreed in advance. All tasks on-
site will be performed over a consecutive timeframe unless otherwise agreed to by the Parties in
advance. Travel time by TASER personnel to Agency premises will not be charged as work hours
performed.
3.2. Changes to Services. Changes to the scope of Services must be documented and agreed upon
by the Parties in a change order. Changes may require an equitable adjustment in the charges or
schedule.
4 Authorization to Access Computer Systems to Perform Services. The Agency authorizes TASER to
access relevant Agency computers and network systems solely for the purpose of performing the Services.
TASER will work diligently to identify as soon as reasonably practicable the resources and information
TASER expects to use, and will provide an initial itemized list to the Agency. The 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 the Agency.
5 Site Preparation and Installation. Prior to delivering any Services,TASER will provide 1 copy of the then-
current user documentation for the Services and related Products in paper or electronic form (Product
User Documentation). The Product User Documentation will include all environmental specifications that
must be met in order for the Services and related Products to operate in accordance with the Product User
Documentation. Prior to the installation of Product (whether performed by the Agency or TASER), the
Agency must prepare the Installation Site in accordance with the environmental specifications set forth in
the Product User Documentation. Following the installation of the Products, the Agency must maintain the
Installation Site where the Products have been installed in accordance with the environmental
specifications set forth in the Product User Documentation. In the event that there are any updates or
modifications to the Product User Documentation for any Products provided by TASER under this
Agreement, including the environmental specifications for the Products,TASER will provide the updates or
modifications to Agency when they are generally released by TASER to TASER customers.
6 Acceptance Checklist. TASER will present an Acceptance Checklist(Checklist)upon completion of the
Services that will exactly mirror the description of services within this Section. The Agency will sign the
Checklist acknowledging completion of the Services once the on-site service session has been completed.
If the Agency reasonably believes that TASER did not complete the Services in substantial conformance
with this Agreement, the Agency must notify TASER in writing of the specific reasons for rejection of the
Services within 7 calendar days from delivery of the Checklist. TASER will address the issues and then
will re-present the Checklist for approval and signature. If TASER does not receive the signed Checklist
or a written notification of the reasons for the rejection of the performance of the Services within 7 calendar
days of delivery of the Checklist,the absence of the Agency response will constitute affirmative acceptance
of the Services, and a waiver of any right of rejection.
7 Liability for Loss or Corruption of Data. The Agency is responsible for: (i) instituting proper and timely
backup procedures for Agency software and data; (ii)creating timely backup copies of Agency software or
data that may be damaged, lost, or corrupted due to our provision of Services; and (iii)using backup copies
to restore any Agency software or data in the event of any loss of, damage to, or corruption of the
operational version of Agency software or data, even if such damage, loss, or corruption is due to TASER
negligence. However, regardless of any assistance provided by TASER: (i)TASER will in no way be liable
for the accuracy, completeness, success, or results of efforts to restore Agency software or data; (ii) any
assistance provided by TASER under this Section is without warranty, express or implied; and (iii) in no
Title: Evidence.com Master Service Agreement with Exhibits Page 13 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
(� T.®.S E "
P R O T E C T LIFE
event will TASER be liable for loss of, damage to, or corruption of Agency data from any cause.
Title: Evidence.com Master Service Agreement with Exhibits Page 14 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
(b TASER
PROTECT LIFE
TASER Assurance Plan
Appendix
The TASER Assurance Plan or"TAP" has been purchased as part of the Quote attached to this Agreement. TAP
provides hardware extended warranty coverage,Spare Products, and Upgrade Models at the end of the TAP Term.
TAP only applies to the TASER Product listed in the Quote with the exception of any initial hardware or any software
services offered for, by, or through the Evidence.com website.The Agency may not buy more than one TAP for any
one covered Product.
1 TAP Warranty Coverage.TAP includes the extended warranty coverage described in the current hardware
warranty. TAP warranty coverage starts at the beginning of the TAP Term and continues as long as the
Agency continues to pay the required annual fees for TAP. The Agency may not have both an optional
extended warranty and TAP on the Axon camera/Dock product. TAP for the Axon camera products also
includes free replacement of the Axon flex controller battery and Axon body battery during the TAP Term
for any failure that is not specifically excluded from the Hardware Warranty.
2 TAP Term. TAP Term start date is based upon the shipment date of the hardware covered under TAP. If
the shipment of the hardware occurred in the first half of the month, then the Term starts on the 1st of the
following month. If the shipment of the hardware occurred in the second half of the month, then the Term
starts on the 15th of the following month.
3 SPARE Product. TASER will provide a predetermined number of spare Products for those hardware items
and accessories listed in the Quote (collectively the "Spare Products") to keep at the Agency location to
replace broken or non-functioning units in order to improve the availability of the units to officers in the field.
The Agency must return to TASER, through TASER's RMA process, any broken or non-functioning units
for which a Spare Product is utilized, and TASER will repair or replace the non-functioning unit with a
replacement product. TASER warrants it will repair or replace the unit which fails to function for any reason
not excluded by the TAP warranty coverage, during the TAP Term with the same product or a like product,
at TASER's sole option. The Agency may not buy a new TAP for the replacement product or the Spare
Product.
3.1. Within 30 days of the end of the TAP Term the Agency must return to TASER all Spare Products.
The Agency will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all
Spare Products not returned to TASER. If all the Spare Products are returned to TASER, then
TASER will refresh the allotted number of Spare Products with Upgrade Models if the Agency
purchases a new TAP for the Upgrade Models.
4 TAP Upgrade Models. Upgrade Models are to be provided as follows during and/or after the TAP Term:
(i) an upgrade will provided in year 3 if the Agency purchased 3 years of Evidence.com services with
Ultimate Licenses or Unlimited Licenses and all TAP payments are made;or(ii)2.5 years after the Effective
Date and once again 5 years after the Effective Date if the Agency purchased 5 years of Evidence.com
services with an Ultimate License or Unlimited Licenses or OSP and made all TAP payments.
Any products replaced within thesix months prior to the scheduled upgrade will be deemed the Upgrade
Model. Thirty days after the Upgrade Models are received,the Agency must return the products to TASER
or TASER will deactivate the serial numbers for the products received unless the Agency purchases
additional Evidence.com licenses for the Axon camera products the Agency is keeping. The Agency may
buy a new TAP for any Upgraded Model.
4.1. TAP Axon Camera Upgrade Models.
4.1.1. If the Agency purchased TAP for Axon Cameras as a stand-alone service, then TASER
will upgrade the Axon camera (and controller if applicable), free of charge, with a new on-
Title: Evidence.com Master Service Agreement with Exhibits Page 15 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TAS E R
PROTECT LIFE
officer video camera that is the same product or a like product, at TASER's sole option.
TASER makes no guarantee that the Upgrade Model will utilize the same accessories or
Dock. If the Agency would like to change product models for the Upgrade Model, then the
Agency must pay the price difference in effect at the time of the upgrade between the
MSRP for the offered Upgrade Model and the MSRP for the model that will be acquired.
No refund will be provided if the MSRP of the new model is less than the MSRP of the
offered Upgrade Model.
4.1.2. If the Agency purchased Unlimited License or OSP, then TASER will upgrade the Axon
camera(and controller if applicable),free of charge, with a new on-officer video camera of
the Agency's choice.
4.2. TAP Dock Upgrade Models. TASER will upgrade the Dock free of charge, with a new Dock with
the same number of bays that is the same product or a like product, at TASER's sole option. If the
Agency would like to change product models for the Upgrade Model or add additional bays, then
the Agency must pay the price difference in effect at the time of the upgrade between the MSRP
for the offered Upgrade Model and the MSRP for the model desired. No refund will be provided if
the MSRP of the new model is less than the MSRP of the offered Upgrade Model.
5 TAP Termination. If an invoice for TAP is more than 30 days past due or the Agency defaults on its
payments for the Evidence.com services then TASER may terminate TAP and all outstanding Product
related TAPs. TASER will provide notification that TAP coverage is terminated. Once TAP coverage is
terminated for any reason, then:
5.1. TAP coverage will terminate as of the date of termination and no refunds will be given.
5.2. TASER will not and has no obligation to provide the free Upgrade Models.
5.3. The Agency will be invoiced for and are obligated to pay to TASER the MSRP then in effect for all
Spare Products provided under TAP. If the Spare Products are returned within 30 days of the
Spare Product invoice date, credit will be issued and applied against the Spare Product invoice.
5.4. The Agency will be responsible for payment of any missed payments due to the termination before
being allowed to purchase any future TAP.
5.5. If the Agency received Axon Products free of charge and TAP is terminated before the end of the
term then (a)the Agency will be invoiced for the remainder of the MSRP for the Products received
and not already paid as part of the TAP before the termination date; or (b) only in the case of
termination for non-appropriations, return the Products to TASER within 30 days of the date of
termination.
Title: Evidence.com Master Service Agreement with Exhibits Page 16 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
Axon Integration Services
Appendix
1. Term.The term of this SOW commences on the Effective Date.The actual work to be performed by TASER
is not authorized to begin until TASER receives the signed Quote or a purchase order for the Integration
Services, whichever is first.
2. Scope of Integration Services.The project scope will consist of the development of an integration module
that allows the EVIDENCE.com services to interact with the Agency's RMS so that Agency's licensees may
use the integration module to automatically tag the AXON® recorded videos with a case ID, category, and
location.The integration module will allow the Integration Module License holders to auto populate the AXON
video meta-data saved to the EVIDENCE.com services based on data already maintained in the Agency's
RMS.TASER is responsible to perform only the Integration Services described in this SOW and any additional
services discussed or implied that are not defined explicitly by this SOW will be considered out of the scope
and may result in additional fees.
3. Pricing. All Integration Services performed by TASER will be rendered in accordance with the fees and
payment terms set forth in the Quote.
4. Delivery of Integration Services.
4.1 Support After Completion of the Integration Services. After completion of the Integration
Services and acceptance by the Agency, TASER will provide up to 5 hours of remote (phone or
Web-based) support services at no additional charge to the Agency. TASER will also provide
support services that result because of a change or modification in the EVIDENCE.com services
at no additional charge as long as the Agency maintains EVIDENCE.com subscription licenses and
Integration Module Licenses, and as long as the change is not required because the Agency
changes its RMS. Thereafter, any additional support services provided to the Agency will be
charged at TASER's then current standard professional services rate.
4.2 Changes to Services. Changes to the scope of the Integration Services must be documented and
greed upon by the Parties in a change order. If the changes cause an increase or decrease in any
charges or cause a scheduling change from that originally agreed upon, an equitable adjustment
in the charges or schedule will be agreed upon by the Parties and included in the change order,
signed by both Parties.
4.3 Warranty. TASER warrants that it will perform the Integration Services in a good and workmanlike
manner.
5 Acceptance. TASER will present Agency with a completed Checklist (Checklist) certifying TASER's
completion of the Integration Services. If Agency reasonably believes that TASER did not complete the
Integration Services in substantial conformance with this SOW, Agency must notify TASER in writing of its
specific reasons for rejection within 7 calendar days from delivery of the Checklist to the Agency. TASER
will address the Agency's issues and will re-present the Checklist for the Agency's review. If TASER does
not receive a written notification of the reasons for rejection of the Checklist, the absence of a response will
constitute Agency's affirmative acceptance of the Integration Services,and a waiver of any right of rejection.
6 Agency's Responsibilities. TASER's successful performance of the Integration Services depends upon
the Agency's:
6.1 Making available its relevant systems, including its current RMS, for assessment by TASER
(including making these systems available to TASER via remote access if possible);
6.2 Making any required modifications, upgrades or alterations to Agency's hardware, facilities,
systems and networks related to TASER's performance of the Integration Services;
6.3 Providing access to the building facilities and where TASER is to perform the Integration Services,
subject to safety and security restrictions imposed by the Agency (including providing security
passes or other necessary documentation to TASER representatives performing the Integration
Services permitting them to enter and exit Agency premises with laptop personal computers and
Title: Evidence.com Master Service Agreement with Exhibits Page 17 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015
TASER
PROTECT LIFE
any other materials needed to perform the Integration Services);
6.4 Providing all necessary infrastructure and software information (TCP/IP addresses, node names,
and network configuration) necessary for TASER to provide the Integration Services;
6.5 Promptly installing and implementing any and all software updates provided by TASER;
6.6 Ensuring that all appropriate data backups are performed;
6.7 Providing to TASER the assistance, participation, review and approvals and participating in testing
of the Integration Services as requested by TASER;
6.8 Providing TASER with remote access to the Agency's Evidence.com account when required for
TASER to perform the Integration Services;
6.9 Notifying TASER of any network or machine maintenance that may impact the performance of the
integration module at the Agency; and
6.10 Ensuring the reasonable availability by phone or email of knowledgeable staff and personnel,
system administrators, and operators to provide timely, accurate, complete, and up-to-date
documentation and information to TASER (these contacts are to provide background information
and clarification of information required to perform the Integration Services).
7 Authorization to Access Computer Systems to Perform Services.Agency authorizes TASER to access
Agency's relevant computers, network systems, and RMS solely for the purpose of performing the
Integration Services.TASER will work diligently to identify as soon as reasonably practicable the resources
and information TASER 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.
8 Definitions.
"Integration Services" means the professional services provided by us pursuant to this SOW.
Title: Evidence.com Master Service Agreement with Exhibits Page 18 of 18
Department: Legal
Version: 11.0
Release Date: 7/31/2015