City of Buckeye Procurement Contract with 32500084- Axon Enterprises- CCPA- Body Work Cameras & Related Products & Services Partially.pdf
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BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Contract No. 32500084
(REV. 1.17.2025)
COOPERATIVE CONTRACT PURCHASE ADDENDUM (CCPA)
BETWEEN THE CITY OF BUCKEYE
AND
AXON ENTERPRISES INC.
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
CONTRACT NO. 32500084
entered into as of ___________, between the City of Buckeye, an Arizona municipal corporation
Axon Enterprises Inc., a Delaware corporation
WHEREAS, after a competitive procurement process, which is documented in the Award
attached hereto as Exhibit A, University of Nebraska and Contractor entered into Contract No.
3544-21-4615, dated December 21, 2022 (such contract and subsequent amendments thereto here
referred to as the University of Nebraska
Exhibit A and
incorporated herein by reference; and
WHEREAS, the City is permitted by Section 24-3-16 of the City Procurement Code to
make purchases via cooperative purchasing pursuant to a cooperative purchasing contract; and
WHEREAS University of Nebraska solicited and awarded the Contract on behalf of the
Omnia Partners purchasing cooperative; and
WHEREAS, the City is a participating public agency in the Omnia Partners purchasing
cooperative; and
WHEREAS, the Contractor has made a proposal to the City, which is attached hereto as
Exhibit B
WHEREAS, the City desires to accept the Proposal and enter into a contract with the
Contractor under the terms and conditions of the University of Nebraska Contract, by issuing this
Addendum to said contract.
THEREFORE, the City now enters into this Addendum with the Contractor for the goods
and services set forth in Exhibit B. This Addendum incorporates the terms and conditions of the
University of Nebraska Contract, except to the extent superseded herein. All references in the
University of Nebraska Contract to University of Nebraska shall be read to refer to the City of
Buckeye. This Addendum shall be effective as of the date set forth above for approval and remain
in effect for the remainder of the University of Nebraska
modified or extended pursuant to the terms of the University of Nebraska Contract. Payments to
the Contractor shall be calculated in accordance with Exhibit B, in a total amount not to exceed
$486,498.67.
FURTHER, this Addendum is subject to cancellation pursuant to ARS §38-511.
FURTHER, to the extent applicable, the Contractor and its subcontractors warrant
compliance with all federal immigration laws and regulations that relate to their employees and
their compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contracto
or
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Contract No. 32500084
(REV. 1.17.2025)
its subcontractors failure to comply with such warranty shall be deemed a material breach of this
Addendum and may result in the termination of this Addendum by the City. The City retains the
work or services pursuant to this Addendum to ensure compliance with these warranties.
FURTHER, to the extent applicable, the Contractor warrants that it is not participating and
will not participate in prohibited activity in contravention of A.R.S. § 35-393.01.
FURTHER, to the extent applicable under ARIZ. REV. STAT. § 35-394, Contractor
certifies that it does not currently, and agrees for the duration of this Agreement that it will not use
any goods or services produced by the forced labor of ethnic Uyghurs, or (iii) any Contractors,
subcontractors, or suppliers that use the forced labor or any goods or services produced by the
forced labor of ethnic Uyghurs. If Contractor becomes aware that it is not in compliance with this
paragraph, Contractor shall notify the City of the noncompliance within five (5) business days of
becoming aware of it. If Contractor fails to provide a written certification that Contractor has
remedied the noncompliance within one hundred eighty (180) days after that, this Agreement shall
terminate unless the termination date of this Agreement occurs before the end of the remedy period,
in which case this Agreement terminates on the Agreement termination date.
FURTHER, the Parties agree that the Addendum and Exhibits thereto shall be governed by
State of Arizona law and suits pertaining to the Addendum and Exhibits thereto may only be
brought in courts located in Maricopa County, Arizona.
FURTHER, all modifications, including but not limited to service additions and deletions,
will be made in writing and with the written agreement of both parties.
FURTHER, in the event of any inconsistency between this Addendum, University of
Nebraska Contract and Exhibit B, the documents shall govern in that order.
terms of sale or service
understanding shall in any way modify a City issued or
approved contract or the terms of this Cooperative Contract Purchase Addendum (CCPA).
THEREFORE, the Parties have executed this Addendum as of the date first set forth above.
CITY
CONTRACTOR
THE CITY OF BUCKEYE,
AXON ENTERPRISES INC.,
an Arizona Municipal corporation
a Delaware corporation
By:_________________________________
David B. Roderique, Interim City Manager
Title:
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Contract No. 32500084
(REV. 1.17.2025)
ATTEST:
Lucinda Aja, City Clerk
RECOMMENDED:
William Kauppi, Chief Financial Officer
APPROVED AS TO FORM:
K. Scott McCoy, City Attorney
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Contract No. 32500084
(REV. 1.17.2025)
EXHIBIT A
TO
COOPERATIVE CONTRACT PURCHASE ADDENDUM
CONTRACT NO. 32500084
[
of Nebraska Contract]
See following page(s).
UNIVERSITY OF NEBRASKA
MASTER AGREEMENT #3544-21-4615
for
Body Worn Cameras and Related Products and Services
with
Axon Enterprise, Inc.
Effective: December 21, 2022
The following documents comprise the executed contract between The University of Nebraska
and Axon Enterprise, Inc., effective December 21, 2022:
I.
Master Agreement
II.
The University of Nebraska – RFP #3544-21-4615, incorporated by reference
III.
Supplier’s Response to the RFP, incorporated by reference
UNIVERSITY OF NEBRASKA
MASTER AGREEMENT
3544-21-4615
1.
Description of Services.
2.
Payment.
3.
Term.
4.
Confidentiality.
5.
Ownership Intellectual Property Rights
6.
Termination.
7.
Representations and Warranties.
8.
Independent Service Provider.
9.
Liability.
10.
Insurance.
11.
Assignment.
12.
Amendment.
13.
Governing Law and Forum.
14.
Conflict of Interest.
15.
Personal Use Prohibited.
16.
Work Status Verification.
17.
Debarment List.
18.
Change Proposals.
19.
Taxpayer Transparency Act.
20.
Equal Opportunity. This Service Provider and
subcontractors shall abide by the requirements of 41
CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These
regulations prohibit discrimination against qualified
individuals based on their status as protected veterans
or individuals with disabilities, and prohibit discrimination
against all individuals based on their race, color, religion,
sex, sexual orientation, gender identity or national
origin. Moreover, these regulations require that covered
Service Providers and subcontractors take affirmative
action to employ and advance in employment individuals
without regard to race, color, religion, sex, sexual
orientation, gender identity, national origin, disability or
veteran status.
21.
Nondiscrimination
22.
Logos or University Marks.
23.
Right to Audit Privilege.
24.
Continuation of Services.
25.
Purchase Order Requirement.
26.
Compliance.
27.
Incorporation and Priority of Documents.
The rest of this page is left intentionally blank.
The Board of Regents of the University of Nebraska (the University)
Signature:
Date:
Printed Name:
Title:
Full Legal Name of Undersigned (the Undersigned)
Signature:
Date:
Printed Name:
Title:
I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and that this contract must be
completed in accordance with Board of Regents Policy 6.2.1.12, Purchases Involving University Personnel.
Notice.
To the Service Provider
To the University
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
Agreement
Axon
Agency
Effective
Date
Party
Parties
Quote
1
Definitions
Axon Cloud Services
Axon Device
Data
Non-Content Data
Quote
Services
2
Term and Survival
Term
Subscription
Term
3
Payment
4
Taxes
5
Shipping
6
Returns
7
Warranty
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
7.1
Hardware Limited Warranty
CEW
7.2
Claims
7.3
Spare Axon Devices
Spare Axon Devices
7.4
Limitations
7.4.1
To the extent permitted by law, the above warranties and remedies are exclusive.
Axon disclaims all other warranties, remedies, and conditions, whether oral, written,
statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed,
then such warranties are limited to the duration of the warranty described above and
by the provisions in this Agreement.
7.4.2
Except to the extent such limitations are prohibited by applicable law, Axon
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 $500,000.00. Neither Party will be liable for special, indirect, incidental,
punitive or consequential damages, however caused, whether for breach of warranty
or contract, negligence, strict liability, tort or any other legal theory
8
Statement of Work
SOW
9
Axon Device Warnings
10
Design Changes
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
11
Bundled Offerings
12
Insurance
13
Indemnification
Agency
Indemnitees
14
IP Rights
15
IP Indemnification
15.1
15.2
15.3
16
Agency Responsibilities
17
Termination
17.1
For Breach
17.2
By Agency
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
17.3
Effect of Termination
MSRP
18
Confidentiality
Confidential Information
19
Use and Disclosure of Agency Content
20
Injunction and Enforcement
21
Privacy and Security Law Compliance
22
Approved Region and Data Centers
23
Agency Access
24
Deletion
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
25
General Security.
26
Employees and Subcontractors.
27
Audits
28
Audit and Test Results
29
Data Incidents
30
Services Warranties
30.1
30.2
30.3
30.4
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
30.5
30.6
30.7
30.8
30.9
31
Axon Cloud Services Service Levels
32
Breach of Professional Services Warranty
33
Third-Party Terms
34
General
34.1
Force Majeure
34.2
Independent Contractors
34.3
Third-Party Beneficiaries
34.4
Non-Discrimination
34.5
Export Compliance
34.6
Assignment
Attachment A to University of Nebraska Master
Agreement
Title: [Title]
34.7
Waiver
34.8
Severability
34.9
Survival
Governing Law
34.10
Notices
34.11
Entire Agreement
Axon Enterprise, Inc.
Agency
Master Services and Purchasing Agreement
Title: [Title]
Axon Cloud Services Terms of Use Appendix
1
Definitions
Agency
Evidence
Non-Content Data
Personal Data
2
Access
TASER Data
3
Agency Owns Agency Content
4
Security
5
Agency Responsibilities
Master Services and Purchasing Agreement
Title: [Title]
6
Privacy
7
Axon Body 3 Wi-Fi Positioning
8
Storage
9
Location of Storage
10
Suspension
11
Axon Cloud Services Warranty
Master Services and Purchasing Agreement
Title: [Title]
12
Axon Records
Axon Records Subscription
Update
Upgrade
13
Axon Cloud Services Restrictions
13.1
13.2
13.3
13.4
13.5
13.6
13.7
14
After Termination
15
Post-Termination Assistance
16
U.S. Government Rights
Master Services and Purchasing Agreement
Title: [Title]
17
Survival
Master Services and Purchasing Agreement
Title: [Title]
Axon Customer Experience Improvement Program Appendix
1
Axon Customer Experience Improvement Program (ACEIP)
ACEIP Purposes
1.1
ACEIP Tier 1
1.1.1.
ACEIP Content
Privacy Preserving Technique(s)
Master Services and Purchasing Agreement
Title: [Title]
New Use
Case
1.1.2.
Expiration of ACEIP Tier 1
1.2
ACEIP Tier 2
Master Services and Purchasing Agreement
Title: [Title]
Professional Services Appendix
1
Utilization of Services
2
Body-Worn Camera Full Service (BWC Full Service)
System set up and configuration
Dock
Dock configuration
Best practice implementation planning session
System Admin and troubleshooting training sessions
Axon instructor training (Train the Trainer)
Evidence sharing training
End user go-live training and support sessions
Implementation document packet
Post go-live review
3
Body-Worn Camera Starter Service (BWC Starter)
Master Services and Purchasing Agreement
Title: [Title]
System set up and configuration (Remote Support)
Dock
Dock configuration
Axon instructor training (Train the Trainer)
End user go-live training and support sessions
Implementation document packet
4
Body-Worn Camera Virtual 1-Day Service (BWC Virtual)
5
CEW Services Packages
System set up and configuration
For the CEW Full Service Package
For the CEW Starter Package
Dedicated Project Manager
Best practice implementation planning session to include:
For the CEW Full Service Package:
For the CEW Starter Package:
System Admin and troubleshooting training sessions
Axon Evidence Instructor training
For the CEW Full Service Package:
For the CEW Starter Package:
Master Services and Purchasing Agreement
Title: [Title]
TASER CEW inspection and device assignment
Post go-live review
For the CEW Full Service Package
For the CEW Starter Package
6
Smart Weapon Transition Service
Archival of CEW Firing Logs
Return of Old Weapons
7
Signal Sidearm Installation Service
8
Out of Scope Services
9
Delivery of Services
10
Access Computer Systems to Perform Services
11
Site Preparation
User Documentation
Installation Site
Master Services and Purchasing Agreement
Title: [Title]
12
Acceptance
Acceptance Form
13
Agency Network
Master Services and Purchasing Agreement
Title: [Title]
Technology Assurance Plan Appendix
TAP
1
TAP Warranty
2
Officer Safety Plan
OSP
3
OSP 7 Term
OSP 7 Term
4
TAP BWC Upgrade
BWC Upgrade
5
TAP Dock Upgrade.
Dock Upgrade
6
Upgrade Delay
7
Upgrade Change
8
Return of Original Axon Device
9
Termination
9.1
9.2
9.3
Master Services and Purchasing Agreement
Title: [Title]
TASER 7 Appendix
1
Duty Cartridge Replenishment Plan
Duty Cartridge Replenishment
Plan
2
Training
Training
Content
3
Extended Warranty
4
Trade-in
Trade-In Units
Agency Size
Days to Return from Start Date of TASER 7 Subscription
5
TASER 7 Subscription Term
6
Access Rights
7
Privacy.
8
Termination
8.1
Master Services and Purchasing Agreement
Title: [Title]
8.2
8.3
Master Services and Purchasing Agreement
Title: [Title]
Axon Auto-Tagging Appendix
1
Scope.
CAD
RMS
2
Support
3
Changes
4
Agency Responsibilities
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
5
Access to Systems
Master Services and Purchasing Agreement
Title: [Title]
Axon Fleet Appendix
1
Agency Responsibilities
2
Cradlepoint
3
Third-party Installer
4
Wireless Offload Server.
4.1
License Grant
WOS
4.2
Restrictions
4.3
Updates
WOS Updates
4.4
WOS Support
5
Axon Vehicle Software.
5.1
License Grant
5.2
Restrictions
Master Services and Purchasing Agreement
Title: [Title]
6
Axon Fleet Upgrade
7
Privacy.
8
Axon Fleet Termination.
8.1
8.2
8.3
Master Services and Purchasing Agreement
Title: [Title]
Axon Respond Appendix
1
Axon Respond Subscription Term
2
Scope of Axon Respond
3
Axon Body 3 LTE Requirements
4
Axon Fleet 3 LTE Requirements.
5
Axon Respond Service Limitations
6
Termination
Master Services and Purchasing Agreement
Title: [Title]
Add-on Services Appendix
1
Subscription Term
2
Axon Citizen Storage
Portal Content
3
Performance Auto-Tagging Data
Master Services and Purchasing Agreement
Title: [Title]
Axon Auto-Transcribe Appendix
Subscription Term.
Auto-Transcribe A-La-Carte Minutes.
Axon Auto-Transcribe On-Demand.
Warranty.
Master Services and Purchasing Agreement
Title: [Title]
Axon Virtual Reality Content Terms of Use Appendix
1
Term
2
Headsets
3
License Restrictions
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4
Termination
Master Services and Purchasing Agreement
Title: [Title]
Skydio Terms of Use Appendix
1
Definitions
Advanced Software
Advanced Software Package
Authorized Devices
Base Software
Customer
Error
Skydio License Term
Mobile Apps
Onboard Software
Skydio Privacy Policy
Product
Skydio Hardware
Skydio Software
Support Term
Master Services and Purchasing Agreement
Title: [Title]
Updates
2
License
2.1
2.2
2.3
Advanced Software
2.4
3
Additional License Terms
3.1
Authorized Units
3.2
4
Limitations and Restrictions
Master Services and Purchasing Agreement
Title: [Title]
5
Transferability
6
Evaluation License
Evaluation License
7
Updates
8
Proprietary Notices
9
Intellectual Property
10
Fees
11
Third Party Software and Open Source Software
OSS
11.1
Master Services and Purchasing Agreement
Title: [Title]
11.2
Third Party Applications
12
Commercial Item.
13
Term and Termination.
13.1
Paid License Term
Renewal Terms
13.2
Free or Trial License Term
13.3
Termination
14
End of Life
Master Services and Purchasing Agreement
Title: [Title]
15
Limited Warranty.
Limited Warranty
16
Limitations.
17
Safety and Compliance
Safety and Operating
Guide
18
Feedback
Submissions
19
Privacy
20
Mapbox Terms.
21
Services.
Master Services and Purchasing Agreement
Title: [Title]
Error
22
Administrators.
Administrators
23
Indemnification.
Customer
Indemnitees
24
IP Indemnification.
25
Customer Responsibilities.
26
Export Sales and Export Controls.
Master Services and Purchasing Agreement
Title: [Title]
5
License
6
Term
7
License Restrictions
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
8
Support
Updates
9
Termination
Master Services and Purchasing Agreement
Title: [Title]
Axon Application Programming Interface Appendix
1
Definitions
API Client
API Interface
Axon Evidence Partner API, API or AXON API
API Service
Use
2
Purpose and License
2.1
2.2
2.3
3
Configuration
4
Agency Responsibilities
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
5
API Content
Master Services and Purchasing Agreement
Title: [Title]
5.1
5.2
5.3
5.4
6
Prohibitions on API Content
6.1
6.2
6.3
6.4
7
API Updates
API Update
Master Services and Purchasing Agreement
Title: [Title]
Advanced User Management Appendix
1
Scope
SCIM
2
Advanced User Management Configuration
Master Services and Purchasing Agreement
Title: [Title]
Axon Channel Services Appendix
1
Definitions
Axon Digital Evidence Management System
Active Channel
Inactive Channel
2
Scope
Channel Services SOW
3
Purpose and Use
4
Project Management
5
Warranty.
6
Monitoring
7
Agency
Responsibilities.
7.1
7.2
7.3
7.4
7.5
7.6
Master Services and Purchasing Agreement
Title: [Title]
7.7
Master Services and Purchasing Agreement
Title: [Title]
VIEVU Data Migration Appendix
1
Scope
Migration
Migration SOW
2
Changes
3
Project Management
4
Downtime
5
Functionality Changes
6
Acceptance
7
Post-Migration
8
Warranty.
9
Monitoring
Master Services and Purchasing Agreement
Title: [Title]
Axon Support Engineer Appendix
1
Axon Support Engineer Payment.
ASE
2
Full-Time ASE Scope of Services.
2.1
2.2
2.3
The Full-Time ASE Service options are listed below:
Ongoing System Set-up and Configuration
Account Maintenance
Data Analysis
Direct Support
Agency Advocacy
3
Regional ASE Scope of Services
3.1
3.2
3.3
The Regional ASE service options are listed below:
Master Services and Purchasing Agreement
Title: [Title]
Account Maintenance
Direct Support
Data Analysis
Agency Advocacy
4
Out of Scope Services.
5
ASE Leave Time
Master Services and Purchasing Agreement
Title: [Title]
AXON CLOUD SERVICES PRIVACY POLICY
This
Policy
Axon
Customer
ned below). Axon's marketing sites and other public
websites are governed by the Axon Privacy Policy. Usage of Axon Citizen is governed by the Axon
Citizen Privacy Policy.
Agreement
By using Axon Cloud Services, Customer acknowledges that Customer has read and understand
this Policy and Customer agrees to be bound by its terms and conditions.
Definitions
Axon Cloud Services
Axon
Evidence Axon Records,
Axon Dispatch
Axon Products
Axon Devices
Axon Client Applications
Customer Data
Master Services and Purchasing Agreement
Title: [Title]
GDPR
Processing
-
Master Services and Purchasing Agreement
Title: [Title]
Axon's Role
Data Collection and Processing Activities
CUSTOMER CONTENT
NON-CONTENT DATA
Customer Entity And User Data
Master Services and Purchasing Agreement
Title: [Title]
Customer Entity and User Service Interaction Data
Service Operations and Security Data
Account Data
Support Data
Server and Data Location
Master Services and Purchasing Agreement
Title: [Title]
<youragency>.<regioncode>.evidence.com
<youragency>.evidence.com
<youragency>.us.evidence.com
Customer Entity and User Data
Customer Entity and User Service Interaction Data
Service Operations and Security Data
Account Data and Support Data
Master Services and Purchasing Agreement
Title: [Title]
Information Sharing
Axon Sub-Processors
TELECOMMUNICATION SUB-PROCESSORS
Master Services and Purchasing Agreement
Title: [Title]
<youragency>.<regioncode>.evidence.com
<youragency>.evidence.com
<youragency>.us.evidence.com
Required Disclosures
Customer's Access and Choice
Customer Content
Non-Content Data
Master Services and Purchasing Agreement
Title: [Title]
Axon Body 3 WiFi Positioning
Client Push Notifications
User Analytics
Service Support
Geolocation Services
Master Services and Purchasing Agreement
Title: [Title]
Data Security Measures
CONFIDENTIALITY
INTEGRITY
AVAILABILITY
ISOLATION
Master Services and Purchasing Agreement
Title: [Title]
PERSONNEL
Data Breach
NOTIFICATION
Data Portability, Migration, and Transfer Back Assistance
DATA PORTABILITY
Master Services and Purchasing Agreement
Title: [Title]
Data Retention, Restitution, and Deletion
Evidence Retention
Accountability
Master Services and Purchasing Agreement
Title: [Title]
Social Media Publishing
Google LLC, (YouTube API Services)
Insurance
Master Services and Purchasing Agreement
Title: [Title]
How to Contact Us
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Appendix A UNIVERSITY OF NEBRASKA TECHNOLOGY
Software/Services Standardized Agreement Language
Introduction
INCORPORATION BY REFERENCE
OWNERSHIP AND PROPRIETARY RIGHTS
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DATA USE
PROPRIETARY AND CONFIDENTIAL INFORMATION
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INTENTIONALLY OMITTED
TERMINATION
SECURITY
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CYBER INSURANCE
MISCELLANEOUS TERMS
(
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University & State College Participation.
Examination of Records.
Assistance with Litigation or Investigation.
The rest of this page is left intentionally blank.
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For the Board of Regents of the University of Nebraska
For the Service Provider (Service Provider)
I affirm that if I am an employee of the University of Nebraska, I have notified buyer of my status as such and
that this contract must be completed in accordance with Board of Regents Policy 6.2.1.12, Purchases involving
University Personnel.
Notice.
To the Service Provider
To the University
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 1 Axon Evidence Service Level Agreement
This Service Level Agreement (SLA) identifies the Axon Evidence Service Offerings and the
expected level of services between Axon1 (Axon, us or we) and users of Service Offerings
(Customer or you). Unless otherwise provided in this SLA, this SLA is subject to the terms of the
purchase agreement, or other similar agreement, if any, between Axon and Customer. This SLA
applies separately to each Customer using Service Offerings. By using Service Offerings, you agree
that you understand this SLA and you accept and agree to be bound by the following terms and
conditions. Axon reserves the right to update and change the terms of this SLA. When we post
changes,
material changes to this SLA, we will inform you by directly sending you a notification. We
encourage you to periodically review the most current version of the Axon Cloud Services
Maintenance
Schedule
by
visiting:
https://www.axon.com/products/axon-
evidence/maintenance-schedule.
Definitions
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.
means periods of time, measured in minutes, in which the Service Offering is
Unavailable to you. Downtime does not include Scheduled Downtime and does not include
Unavailability of the Service Offering due to limitations described under the section
Exclusions.
means a disruption of Service Offerings during which the Customer experiences
Downtime.
means the total amount of accumulated minutes duringa
Service Month for the Service Offering.
means (Maximum Available Minutes - Downtime) / Maximum
Available Minutes * 100.
means periods of time, measured in minutes, in which the Service
Offering is unavailable to Customer, which fall within scheduled routine maintenance or
planned maintenancetimeframes.
means a calendar month at Coordinated Universal Time (UTC).
1 Axon refers to the Axon entity that you are in a contractual agreement with for the provision of Axon Cloud
Services, including but not limited to Axon Public Safety UK Limited, Axon Public Safety Germany SE, etc.
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
means credits received by users of Service Offerings in the event that the
service level objectives are not achieved.
means all Axon Evidence services provided by Axon pursuant to this SLA.
and
means a situation where the Service Offering does not
allow for the upload of evidence files, viewing of evidence files or interactive login by an end-
user.
Service Level Objective
Axon will use commercially reasonable efforts to make the Service Offerings available 99.99% of
the time. Guaranteed service level & Service Credits:
Monthly Uptime
Percentage
Service Credit in
Days
Less than 99.9%
3
Less than 99.0%
7
Requesting Service Credits
In order for Axon to consider a claim for Service Credits, you must submit the claim to Axon
Customer Support (https://www.axon.com/contact) including all information necessary for us to
validate the claim, including but not limited to: (i) a detailed description of the Incident; (ii)
information regarding the time and duration of the Incident; (iii) the number and location(s) of
affected users (if applicable); and (iv) descriptions of your attempts to resolve the Incident at the
time of occurrence.
Service Maintenance
Maintenance will take place according to the prevailing Axon Cloud Services Maintenance
Schedule: https://www.axon.com/products/axon-evidence/maintenance-schedule.
Maintenance periods may periodically result in the Service Offerings being Unavailable to
you. Downtime falling within scheduled routine or planned maintenance is Scheduled
Downtime and is not eligible for ServiceCredits.
Emergency maintenance may have less than a 24-hour notification period. Emergency
maintenance may be performed at any time, with or without notice as deemed necessary by
Axon. Emergency maintenance falling outside scheduled routine or planned maintenance is
eligible for Service Credits.
Axon will make available updates as released by Axon to the Axon Cloud Services. The
Customer is responsible for maintaining the computer equipment and internet connections
necessary for use of Axon Cloud Services.
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
For the support of Android & iOS Applications, including Axon View, Axon Device Manager,
and Axon Capture, Axon will use reasonable efforts to continue supporting previous version
of such applications for 45 days after the change. In the event the Customer does not update
their Android/iOS application to the most current version within 45 days of release, Axon may
disable the application or force updates to the non-supported application.
Terms
Axon must receive the claim within one month of the end of the month in which the Incident that
is the subject of the claim occurred. For example, if the Incident occurred on February 12th, we
must receive the claim and all required information by March 31st.
We will evaluate all information reasonably available to us and make a good faith determination
of whether a Service Credit is owed. We will use commercially reasonable efforts to process
claims during the subsequent month and within forty-five days of receipt. You must be in
compliance with all Axon agreements in order to be eligible for a Service Credit. If we determine
that a Service Credit is owed to you, we will apply the Service Credit to the end of your Service
Offering subscription term. Service Credits may not be exchanged for or converted to monetary
amounts.
Exclusions
This SLA does not apply to any unavailability, suspension or termination of the Service Offerings,
or any other Axon Evidence performance issues: (a) caused by factors outside of our reasonable
control, including any force majeure event, terrorism, sabotage, virus attack or Customer internet
access and related problems beyond the demarcation point of the Service Offerings (including
Domain Name Server issues outside our direct control); (b) that result from any actions or
inactions of you or a third party; (c) that result from your communication delays, including wrong,
bad or missing data, improperly formatted, organized or transmitted data received from you, or
any other data issues related to the communication or data received from or through you; (d)
that result from your equipment, software or other technology and/or third party equipment,
software or other technology (other than third party equipment within our direct control); (e)
that result from any maintenance as provided for pursuant to this SLA; or (f) arising from our
suspension and termination of your right to use the Service Offerings in accordance with the
agreement for the provision of Axon Evidence between you and Axon.
Planned Maintenance
Axon may schedule and plan maintenance windows outside of the timeframes detailed in
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Scheduled Routine Maintenance: routine maintenance is scheduled on the fourth Tuesday of
each month in Pacific Time (PT)*:
Emergency Maintenance
Patches and emergency releases are used to deliver ad-hoc application fixes and are typically
seamless to customers. Whenever possible, patches and emergency releases are deployed during
off-peak hours and without Downtime. Emergency releases are conducted on an as-needed basis
and can occur any day of the week.
Axon Device Firmware Updates
Firmware updates and enhancements to Axon devices are pushed from Axon Cloud Services.
Customer interaction is not required. Updates are retrieved, installed and validated during the
normal device charging and data transfer process. Firmware updates are systemically rolled out
to customers in waves.
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Notification of Maintenance
Notification of upcoming routine maintenance is not provided in advance unless there has been
a change to the Scheduled Routine Maintenance. Approximately one (1) week prior to the routine
maintenance, release notes are provided to Axon Evidence customer administrators.
If planned maintenance is required, Axon will communicate via email to Axon Evidence Customer
administrators at least one (1) week in advance.
In the event of scheduled routine or planned maintenance that requires customer action (e.g.
updating network settings), Axon will communicate via email at least sixty (60) days prior to the
maintenance. Please Note: If emergency maintenance that requires customer action is necessary,
Customers may be notified less than one (1) week in advance.
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 2 - Customer Support Response Statement
Axon has implemented Incident response policies and practices for Axon devices and Axon Cloud
Services, which follow industry best practice standards. Axon reserves the right to change the
terms of these response policies.
Definitions
Business Day
17:30, excluding public holidays.
BOD
Directors
means a fault related to an Axon product or Axon Cloud Services experienced by
the Customer.
means the target timeframe for Axon to respond to Customer
and/or escalate the Incident within the Axon Customer Support Solution
means the target timeframe for the full resolution of the
Incident.
reasonable control.
Workaround
means a method for overcoming an Incident allowing the Customer to
operate the core function of Axon devices and/or Axon Cloud Services.
Axon Support Channels
Axon Resource Centre: https://my.axon.com
Telephone:
US & Canada: 800-978-2737
UK: +44 (0)1327 709 666
Email:
UK: uksupport@axon.com
Germany: support-dach@axon.com
Rest of EMEA: customerservice@axon.com or support@axon.com
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Incident Classifications and Response Times
Incident
Classification
Description
Targeted
Response
Time
Targeted
Resolution
Time
Customer Response
Commitment
Severity 1
Severity 2
Severity 3
For Customers with 4 levels of Incident classification such as Critical, High, Medium and Low,
Axon will recognize this and will consider the two highest categories as Severity 1 . For example:
Critical and High would be classed as a Severity 1 Incident and managed accordingly.
Severity Level Determination
Customer shall reasonably self-diagnose each Incident and recommend to Axon an appropriate
severity level designation. Axon shall validate your severity level designation or notify you of a
proposed change to a higher or lower level with justification for the proposal. In the event of a
conflict regarding the appropriate severity level designation, each party shall promptly escalate
management, during which time the parties shall continue to handle the Incident support in
accordance with Axon
severity level designation. In the rare case a conflict requires a
management discussion, both parties shall be available within one hour of the escalation.
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Escalation
Escalation
Level
Description
Escalation
Targeted
Response
Time
Targeted
Resolution
Time
Tier 1
Basic technical or
commercial issues -
Non-time critical
Tier 2
Advanced technical
or commercial issues
- Non-time critical.
Tier 3
Technical or
commercial issues -
Time critical
Exclusions
This Customer Support Response Statement does not apply to any unavailability, suspension, or
termination of the Service Offerings caused by all the exclusion events under Part 1 of this document,
nor to services or hardware not within Axon s control. Hardware warranty will be dependent on
specific agreement with Axon and levels covered. Please see Part 3
Return of
Merchandise Authorization .
Service Offerings Agreement
Title: [Title]
Department: Legal
Version: 1.0
Release Date: 6/9/2021
Part 3 Return of Merchandise Authorization (RMA)
The Axon Evidence Device Return Service provides Customers with the ability to manage return
merchandise authorization (RMA) requests within Axon Evidence.com. Authorized users will be
able to create, update, save, submit, and track device returns for their agency in one place.
on and levels
covered.
Targeted Replacement Time:
Axon aims to have replacement devices shipped to the Customer within 48 hours from receipt of
the faulty device (excluding weekends or public holidays).
Exclusions
The Return of Merchandise Authorization does not apply to services or hardware not within
Axon s control.
ustomer support will provide detail on return times as soon as possible
to the
point of contact.
N.B. TASER products (conducted electrical devices) are not covered under the terms of this Return
of Merchandise Authorization. Customers are requested to contact Customer support directly to
report a faulty TASER device.
{00054635.DOCX; 1}
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4839-8157-6741.1
BUSINESS ASSOCIATE AGREEMENT
entered into by and between Axon
Enterprise, Inc., a Delaware corporation with an address located at 17800 N 85th Street, Scottsdale, AZ
85255
, and The Board of Regents of the University of
Nebraska, a public body corporate,
and shall be effective on the
later of the d
.
1.
Definitions.
1.1.
HIPAA Regulations means the Administrative Simplification requirements of the Health
HIPAA
promulgated thereunder, including (i) the Standards for Privacy of Individually Identifiable
HIPAA
Privacy Rule
cable to Transactions at 45
Electronic Transactions Rule
Security Standards for the Protection of Electronic Protected Health Information at 45
C.F.R. Parts 160 and 164 (Subparts A and C) (the HIPAA Security Rule
Standards for Notification in the Case of Breach of Unsecured Protected Health
Information at 45 C.F.R. Parts 160 and 164 (Subparts A and D).
1.2.
HITECH Act
l
Health Act, Title XIII of Division A and Title IV of Division B of the American Recovery
and Reinvestment Act of 2009 (Pub. L. 111-5).
1.3.
Protected Health Information
PHI
information, that (i) relates to the past, present, or future physical or mental health or
condition of an individual, the provision of health care to an individual, or the past, present,
or future payment for the provision of health care to an individual; (ii) identifies the
individual (or there is a reasonable basis for believing that the information can be used to
identify the individual); and (iii) is received by Business Associate from or on behalf of
Covered Entity, is created by Business Associate on behalf of Covered Entity, or is made
accessible to Business Associate by Covered Entity.
1.4.
Services
provision of Axon Cloud Services as described in the agreement between
1.5.
Successful Security Incident
that results in the
unauthorized access, use, disclosure, modification, or destruction of PHI.
1.6.
Unsuccessful Security Incident
Security Incident that does not result in
unauthorized access, use, disclosure, modification, or destruction of PHI (including, for
example, and not for limitation, pings on Business Associate s firewall, port scans,
attempts to log onto a system or enter a database with an invalid password or username,
denial-of-service attacks that do not result in the system being taken off-line, or malware
such as worms or viruses).
1.7.
Except as otherwise set forth in this Agreement, capitalized terms used, but not otherwise
defined, in this Agreement shall have the same meanings as those terms in the HIPAA
Regulations. A reference in this Agreement to the HIPAA Regulations, the HIPAA Privacy
Rule, the Electronic Transaction Rule, the HIPAA Security Rule and the HITECH Act
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4839-8157-6741.1
means the law or regulation as may be amended from time to time. Any ambiguity in this
Agreement shall be resolved to permit compliance with the HIPAA Regulations.
2.
Business Associate s Satisfactory Assurances.
2.1.
Permitted Uses of PHI. Business Associate shall Use PHI only as necessary to perform
the Services, for Business Associate s proper management and administration, or to carry
out Business Associate s legal responsibilities. If and only to the extent part of the
Services, Business Associate may perform data aggregation with regard to the health care
operations of Covered Entity.
2.2.
Permitted Disclosures of PHI. Business Associate shall Disclose PHI only:
2.2.1.
As necessary to perform the Services;
2.2.2.
For Business Associate s proper management and administration or to carry out
Business Associate s legal responsibilities, provided that:
2.2.2.1.
The Disclosure is Required By Law; provided, however, that Business
Associate shall notify Covered Entity no less than five (5) business
days prior to any such Disclosure and provide Covered Entity with the
opportunity to seek confidential treatment for any PHI Disclosed and
cooperate with Covered Entity if it should seek confidential treatment;
or
2.2.2.2.
Prior to the Disclosure, Business Associate obtains reasonable written
assurances from the person or entity to whom the PHI is Disclosed
that:
(a)
the PHI will be held in confidence and Used or further
Disclosed only as Required By Law or for the lawful purpose
for which it was Disclosed to the person or entity; and
(b)
the person or entity will notify Business Associate of any
instances of which it is aware in which the confidentiality of
the PHI has been breached within two (2) days of becoming
aware of such an occurrence.
2.3.
Confidentiality Obligation. Business Associate will not Use or Disclose PHI other than as
permitted by this Agreement or as Required By Law.
2.4.
Safeguards. Business Associate agrees to implement appropriate administrative, physical,
and technical safeguards to prevent the unauthorized Use and Disclosure of Protected
Health Information, and to protect the confidentiality, integrity, and availability of
Electronic Protected Health Information, as required by the HIPAA Regulations. Without
limiting the foregoing, Business Associate agrees to comply with the requirements of the
HIPAA Security Rule.
2.5.
Deidentification. Business Associate may not de-identify Protected Health Information
except as necessary to provide the Services. Business Associate is prohibited from Using
or Disclosing any such deidentified information for its own purposes without the prior
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4839-8157-6741.1
written consent of Covered Entity. Business Associate is further prohibited from
Disclosing such deidentified information to any third party who may reidentify such
information, in violation of 45 C.F.R. 164. Such disclosure shall constitute a breach of this
Agreement.
2.6.
Access. If and to the extent Business Associate maintains PHI in a Designated Record Set,
Business Associate shall make the PHI specified by Covered Entity available to the
individual(s) identified by Covered Entity as being entitled to access in accordance with
45 C.F.R. § 164.524, as amended by the HITECH Act. If Covered Entity determines that
an Individual is entitled to such access, and that such PHI is under the control of Business
Associate, Covered Entity will communicate the decision to Business Associate. Covered
Entity shall provide access to the PHI in the same manner as would be required for Covered
Entity. If Business Associate receives an Individual s request to access his or her PHI,
Business Associate shall forward such request to Covered Entity within five (5) business
days.
2.7.
Amendment. Upon request by an Individual, Covered Entity shall determine whether any
Individual is entitled to amend his or her PHI pursuant to 45 C.F.R. § 164.526. If Covered
Entity determines that an Individual is entitled to such an amendment, and that such PHI
is both in a Designated Record Set and under the control of Business Associate, Covered
Entity will communicate the decision to Business Associate. Business Associate shall
provide an opportunity to amend the PHI in the same manner as would be required for
Covered Entity. If Business Associate receives an Individual s request to amend his or her
PHI, Business Associate shall forward such request to Covered Entity within five (5)
business days.
2.8.
Accounting. Upon Covered Entity s request, Business Associate shall make available to
Covered Entity the information necessary to provide an accounting of each Disclosure of
PHI made by Business Associate in accordance with 45 C.F.R. § 164.528. If Business
Associate receives an Individual s request for an accounting of Disclosures, Business
Associate shall forward such request to Covered Entity within five (5) business days and
will thereafter follow the directions of Covered Entity with respect to such a request for an
accounting.
2.9.
Restrictions on Disclosures. Upon request by an Individual, Covered Entity shall
determine whether an Individual is entitled to a restriction on disclosure of PHI pursuant
to 45 C.F.R. § 164.522. If Covered Entity determines that an Individual is entitled to such
a restriction, Covered Entity will communicate the decision to Business Associate.
Business Associate will restrict its Disclosures of the Individual s PHI in the same manner
as would be required for Covered Entity. If Business Associate receives an Individual s
request for a restriction, Business Associate shall forward such request to Covered Entity
within five (5) business days.
2.10.
Activities to Assist Covered Entity s Compliance with the HIPAA Privacy Rule. In the
event the performance of the Services requires Business Associate to perform any activity
on behalf of Covered Entity in order to assist Covered Entity in complying with the HIPAA
Privacy Rule, Business Associate agrees to comply with the requirements of the HIPAA
Privacy Rule that apply to Covered Entity in the performance of such activity.
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4839-8157-6741.1
2.11.
Access to Books and Records. Business Associate shall make its internal practices, books
and records relating to the Use and Disclosure of PHI available to the Secretary for
purposes of determining compliance with the HIPAA Regulations.
2.12.
Background Screenings. Business Associate has obtained, at Business Associate s own
expense and in a manner compliant with all applicable local, state, federal and international
laws, including the Federal Bureau of Investigation Criminal Justice Information Services
Security Addendum, a background screening for all of its Workforce members with access
to any Protected Health Information, which background screening was completed
consistent with current industry standards and included, without limitation, a national
federal criminal database check, a seven (7) year county of residence criminal conviction
search, and, as applicable, an international criminal record check
. If additional Workforce members (whether existing or new
hires) will have access to any Protected Health Information, Business Associate shall
ensure Business Associate has obtained a Satisfactory Background Screening for each such
additional Workforce member prior to permitting him/her any access to Protected Health
Information. Business Associate agrees to update any Workforce background screening
upon reasonable request by Covered Entity, it being agreed that any request based upon
the occurrence of any Breach or other illegal activity involving Business Associate or its
personnel, or the reasonable suspicion of illegal activity involving Protected Health
Information, or any regulatory requirements requiring such updates, would be deemed
reasonable hereunder. Business Associate shall provide Covered Entity with evidence of
the completion of the required Satisfactory Background Screenings upon Covered Entity s
request. Business Associate shall not hire, retain or engage any Workforce who will have
access to any PHI who has been convicted (felony or misdemeanor) of or entered into a
court-supervised diversion program for theft or fraud (including, but not limited to,
embezzlement, larceny, perjury, forgery, credit card fraud, check fraud, identity theft),
terrorism, or any other breach of trust or fiduciary duty crime.
2.13.
Agents and Subcontractors. Business Associate shall not permit any agent, Subcontractor
or other third party to create, access, receive, maintain, transmit, use, disclose or store PHI
in any form on behalf of Business Associate without Covered Entity s prior written
consent. Business Associate agrees to ensure that any permitted agent or permitted
Subcontractor to which it provides Protected Health Information agrees to the same
requirements that apply through this Agreement to Business Associate with respect to such
information and to enter into a written business associate agreement with any such agent
or Subcontractor. Business Associate shall be liable to Covered Entity for any acts, failures
or omissions of the agent or Subcontractor in providing the services as if they were
Business Associate s own acts failures or omissions to the extent permitted by law.
2.14.
Reporting of Violations. Business Associate shall report to Covered Entity any of the
following events within two (2) business days of becoming aware of the occurrence of the
event:
2.14.1. Any Use or Disclosure of PHI not authorized by this Agreement;
2.14.2. Any Successful Security Incident; and
2.14.3. Any acquisition, access, Use or Disclosure of Unsecured PHI in a manner not
permitted by the HIPAA Privacy Rule. Such report shall include the identification
of each Individual whose Unsecured PHI has been, or is reasonably believed by
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4839-8157-6741.1
Business Associate to have been, accessed, acquired, Used or Disclosed. As soon
as possible thereafter, and to the extent known, Business Associate shall also
provide Covered Entity with a description of:
2.14.3.1. What happened, including the date of the acquisition, access, Use or
Disclosure and the date of its discovery;
2.14.3.2. The types of Unsecured PHI involved in the acquisition, access, Use or
Disclosure;
2.14.3.3. Any steps Individuals should take to protect themselves from potential
harm from the acquisition, access, Use or Disclosure; and
2.14.3.4. What Business Associate is doing to investigate the acquisition, access,
Use or Disclosure, to mitigate harm to Individuals, and to protect against
any further unpermitted acquisition, access, Use or Disclosure of
Unsecured PHI.
2.15.
Reporting Unsuccessful Security Incidents. The Parties acknowledge and agree that this
Section constitutes notice by Business Associate to Covered Entity of the ongoing
existence and occurrence of Unsuccessful Security Incidents. The foregoing
notwithstanding, Business Associate shall, upon Covered Entity s reasonable written
request, report to Covered Entity Unsuccessful Security Incidents in accordance with the
reporting requirements herein. For Unsuccessful Security Incidents, Business Associate
shall provide Covered Entity, upon its written request, a report that: (a) identifies the
categories of Unsuccessful Security Incidents; (b) indicates whether Business Associate
believes its current defensive security measures are adequate to address all Unsuccessful
Security Incidents, given the scope and nature of such attempts; and (c) if the security
measures are not adequate, the measures Business Associate will implement to address the
security inadequacies.
2.16.
Cooperation with Violations. Business Associate will cooperate with Covered Entity s
investigation and/or risk assessment with respect to any report made pursuant to Section
2.14, will abide by Covered Entity s decision with respect to whether such acquisition,
access, Use or Disclosure constitutes a Breach of PHI and will follow Covered Entity s
instructions with respect to any event reported to Covered Entity by Business Associate
pursuant to Section 2.14. Business Associate shall maintain complete records regarding
any event requiring reporting for the period required by 45 C.F.R. 164.530(j) or such longer
period as may be required by state law and shall make such records available to Covered
Entity promptly upon request but in no event later than within five (5) business days.
2.17.
Mitigation. Business Associate agrees to mitigate, at its sole expense: (i) any harmful
effect resulting from a Security Incident involving PHI or any Use or Disclosure of PHI by
Business Associate or its Subcontractors in violation of the requirements of this
Agreement, the HIPAA Regulations, or other applicable law; and (ii) any risks identified
or discovered as a result of an Unsuccessful Security Incident.
2.18.
Breach. In the event of a Breach of PHI arising out of the acts or omissions of Business
Associate or any permitted agent or permitted Subcontractor of Business Associate and as
instructed by Covered Entity, Business Associate agrees to either perform at its sole cost
and expense, or pay the co
reasonable mitigation or
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4839-8157-6741.1
remediation services which shall include at a minimum: (i) reimburse Covered Entity for
the cost of providing any notice to individuals affected by the Breach as Covered Entity
reasonably determines to be required; (ii) at its own expense, providing any required notice
of the Breach to government agencies, media, and/or other entities as Covered Entity
reasonably determines to be required; (iii) if required by applicable law, providing
individuals affected by the Breach of Protected Health Information with credit protection
services designed to prevent fraud associated with identity theft crimes for a specific period
not to exceed twelve (12) months, except to the extent applicable law specifies a longer
period for such credit protection services, in which case such longer period shall then apply;
(iv) providing reasonable contact support in the form of a toll-free number for affected
individuals for a specific period not less than ninety (90) calendar days, except to the extent
applicable law specifies a longer period of time for such contact support, in which case
such longer period shall then apply; vi) paying reasonable fees associated with computer
forensics work required for investigation activities related or relevant to the Breach of
Protected Health Information; (vii) paying nonappealable fines or penalties assessed by
governments or regulators; (viii) paying reasonable costs or fees associated with any
obligations imposed by applicable law, including HIPAA, in addition to the costs and fees
defined herein; and (ix) undertaking any other action both Parties agree to be appropriate.
2.19.
No Remuneration for PHI. Business Associate shall not receive remuneration, either
directly or indirectly, in exchange for PHI, except as may be permitted by Section 13405(d)
of the HITECH Act or any regulations adopted as a result of that provision.
2.20.
Activities Outside the United States. Business Associate represents that neither it nor any
permitted agents nor permitted Subcontractors will transfer, access or otherwise handle
Protected Health Information outside the United States without the prior written consent of
Covered Entity.
3.
Responsibilities of Covered Entity. With regard to the use and/or disclosure of PHI by Business
Associate, Covered Entity hereby agrees to do the following:
3.1.
services that is: (i) captured t
cloud services, but excluding, without limitation, any information describing or
captured by BWC.
3.2. Covered Entity shall manage its own data.
3.3. Covered
Entity
will
make
its
privacy
practices
available
at
https://nebraskamed.com/patients/rights-responsibilities/notice-privacy-practices
for
.
3.4. Inform Business Associate of any changes in, or revocation of, the permission by an
individual to use or disclose PHI, to the extent such limitation may affect Business
3.5. Notify Business Associate, in writing and in a timely manner, of any restriction on the
use or disclosure of PHI that Covered Entity has agreed to or is required to abide by
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4839-8157-6741.1
under 45 C.F.R. § 164.522, to the extent that such restriction may impact in any manner
the use and/or disclosure of PHI by Business Associate under this Agreement.
3.6. Not request Business Associate to use or disclose PHI in any manner that would not be
permissible under the Privacy and Security Rules if done by Covered Entity.
3.7. Promptly notify Business Associate of any breach by Covered Entity of the Privacy or
Security Rules.
4.
Standard Transactions. To the extent Business Associate conducts on behalf of Covered Entity all
or part of a Transaction, Business Associate shall comply with the Electronic Transactions Rule.
5.
Term and Termination.
5.1.
Term. This Agreement begins on the Effective Date and remains in effect until the
Business Associate ceases to perform the Services for Covered Entity.
5.2.
Termination. Either party may terminate this Agreement in the event it determines that the
other party has violated a material term of this Agreement and such violation has not been
remedied within ten (10) days following written notice to the violating party.
5.3.
Survival. Except as otherwise expressly provided in this Agreement, all covenants,
agreements, representations and warranties, express and implied, shall survive the
execution of this Agreement, and shall remain in effect and binding upon the Parties until
they have fulfilled all of their obligations hereunder, and the statute of limitations shall not
commence to run until the time such obligations have been fulfilled. Any terms of this
Agreement that must survive the expiration or termination of this Agreement in order to
have their intended effect shall survive the expiration or termination of this Agreement
whether or not expressly stated.
5.4.
Duties Upon Termination. Upon termination of this Agreement, Business Associate shall
allow Covered Entity to retrieve all PHI in the possession or control of Business Associate
or its agents and Subcontractors and shall then destroy all PHI in its possession or control,
as further set forth in the Underlying Agreement. However, if Business Associate
determines that neither return nor destruction of PHI is feasible, Business Associate may
retain PHI, provided that it extends the protections of this Agreement to the information
and limits further Uses and Disclosures to those purposes that make the return or
destruction of the information infeasible.
6.
General Provisions
6.1.
Affiliated Covered Entity (ACE). Covered Entity represents and warrants that it is an
affiliate of the other Covered Entities listed on Exhibit A, and together Covered Entity and
the Covered Entities listed in Exhibit A
defined in 45 C.F.R. § 164.105. As such, the parties agree that it is their intention that this
Agreement applies to Covered Entity and all Covered Entities listed on Exhibit A pursuant
to the signature of Company.
6.2.
No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties, and
there are no third-party beneficiaries to the Agreement.
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4839-8157-6741.1
6.3.
Future Amendments to HIPAA or HIPAA Regulations. To the extent HIPAA and/or the
HIPAA Regulations are amended in the future and to the extent such amendments contain
requirements and/or provisions not already contained in this Agreement required to be
incorporated into this Agreement, the Parties agree that either (i) this Agreement shall be
deemed to be automatically amended to the extent necessary to incorporate such additional
requirements and/or provisions, or (ii) if determined necessary by Covered Entity, they will
attempt in good faith to negotiate an amendment to this Agreement in order to incorporate
any such additional requirements and/or provisions, provided that in the event that the
Parties are unable to agree to such an amendment within sixty (60) days, either Party may
terminate this Agreement upon thirty (30) days written notice to the other Party.
6.4.
Indemnification. Business Associate agrees to indemnify and hold harmless Covered
Entity from any and all liability, damages, costs (including reasonable attorneys fees and
costs) and expenses imposed upon or asserted against Covered Entity arising out of any
claims, demands, awards, settlements or judgments relating to any breach of the terms of
this Agreement by Business Associate, including, but not limited to, any Use or Disclosure
of PHI by Business Associate, or its agents or Subcontractors that is contrary to the
provisions of this Agreement or applicable law. This Section shall survive the termination
or expiration of this Agreement.
6.5. Limitation of Liability. EXCEPT TO THE EXTENT SUCH LIMITATIONS ARE
PROHIBITED BY APPLICABLE LAW, BUSINESS ASSOCIATES CUMULATIVE
LIABILITY TO ANY PARTY FOR ANY LOSS OR DAMAGE RESULTING FROM
ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF OR RELATING TO THIS
AGREEMENT WILL NOT EXCEED ONE (1) MILLION USD. 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.
6.6.
Insurance. Business Associate agrees to keep in full force and effect and maintain at its
sole cost and expense a policy of data breach and cyber liability insurance covering theft,
loss, or unauthorized Disclosure of Protected Health Information, personally identifiable
nonpublic information or third-party corporate information in the care, custody or control
of Business Associate in an amount sufficient to cover Business Associate s obligations
hereunder, regardless of when the claim is brought, which amount shall be not less than
ten million dollars ($10,000,000) per occurrence, ten million dollars ($10,000,000)
aggregate. All insurance shall name Covered Entity as a certificate holder, and Business
Associate shall furnish or cause its insurance carrier to furnish a certificate of insurance to
Covered Entity as evidence of such agreement on the Effective Date hereof. This insurance
shall be not changed or canceled without Business Associate providing at least thirty (30)
days prior written notice to Covered Entity (unless such cancellation is due to nonpayment
of premiums, in which event ten (10) days prior written notice shall be provided).
6.7.
No Assignment. Business Associate s duties under this Agreement may not be transferred,
assigned or assumed by any other person, in whole or in part, without the prior written
consent of Covered Entity. Subject to the foregoing, this Agreement shall be binding upon,
and shall inure to the benefit of, the Parties hereto and their respective permitted successors
and assigns.
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4839-8157-6741.1
6.8.
No Ownership.
Any Protected Health Information provided by Covered Entity, its
employees, agents, consultants or Subcontractors to Business Associate, or created,
obtained, procured, Used or accessed by Business Associate on Covered Entity s behalf,
shall at all times be and remain the sole property of Covered Entity, and Business Associate
shall not have or obtain any rights therein except as stated herein.
6.9.
Remedies. The Parties agree that the remedies at law for a violation of the terms of the
Agreement may be inadequate and that monetary damages resulting from such violation
may not be readily measured. Accordingly, in the event of a violation by either Party of
the terms of the Agreement, the other Party shall be entitled to immediate injunctive relief.
Nothing herein shall prohibit either Party from pursuing any other remedies that may be
available to either of them for such violation.
6.10.
Independent Contractors. It is expressly agreed that Business Associate, including its
employees and Subcontractors, are performing services for Covered Entity as independent
contractors. Neither Business Associate nor any of its employees, agents or Subcontractors
is an employee or agent of Covered Entity. Nothing in this Agreement shall be construed
to create (i) a partnership, joint venture or other joint business relationship between the
Parties or their affiliates, or (ii) an agency relationship for purposes of the HITECH Act.
6.11.
Notices. All notices and other communications required under this Agreement will be in
writing, addressed to either party to the attention of its Privacy Officer at its address set
forth above, and will be deemed effectively delivered (i) upon personal delivery, or (ii)
upon receipt from a courier service as confirmed by written verification of receipt. Either
party may change its address for such communications by giving an appropriate notice to
the other party in conformity with this Section.
If to Covered Entity:
University of Nebraska Medical Center
988102 Nebraska Medical Center
Omaha, NE 68198-8102
Attn: Privacy Officer
With a copy to:
University of Nebraska
6001 Dodge Street
Omaha, NE 68182
Attn: Chief Compliance Officer
If to Business Associate:
Axon Enterprise, Inc.
17800 N 85th Street
Scottsdale, AZ 85255
Attn: General Counsel
6.12.
Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same instrument. An
executed Agreement delivered by facsimile or other electronic transmission shall be treated
as if an original.
{00054635.DOCX; 1}
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4839-8157-6741.1
[Signatures on the following page]
{00054635.DOCX; 1}
Page 11 of 12
4839-8157-6741.1
IN WITNESS WHEREOF, the parties hereto have caused their authorized representatives to
execute this Agreement as of the dates set forth below.
The Board of Regents of the University of Nebraska
By:
Name:
Title:
Date:
Axon Enterprise, Inc.
By:
Name:
Title:
Date:
{00054635.DOCX; 1}
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4839-8157-6741.1
EXHIBIT A
ACE Covered Entities
The Nebraska Medical Center, located at 987400 Nebraska Medical Center, Omaha, NE
68198-7400
Bellevue Medical Center, located at 2500 Bellevue Medical Center Drive, Bellevue, NE
68123
Version July 14, 2022
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Executive Summary
Lead Agency: THE UNIVERSITY OF NEBRASKA
Solicitation: 3544-21-4615
RFP Issued: JANUARY 5, 2022
Pre-Proposal Date: JANUARY 18, 2022
Response Due Date: FEBRUARY 8, 2022
Proposals Received: # 4
Awarded to: Axon Enterprise, Inc.
The Board of Regents of the University of Nebraska issued RFP 3544-21-4615 on January 5, 2022, to establish a
national cooperative contract for 3544-21-4615.
The solicitation included cooperative purchasing language in the Scope of Work under National Contract:
The Board of Regents of the University of Nebraska, as the Principal Procurement Agency, defined in
ATTACHMENT A, has partnered with OMNIA Partners, Public Sector (“OMNIA Partners”) to make the
resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this
solicitation available to other public agencies nationally, including state and local governmental entities, public
and private primary, secondary and higher education entities, non-profit entities, and agencies for the public
benefit (“Public Agencies”), through OMNIA Partners’ cooperative purchasing program. The University of
Nebraska Department of Public Safety is acting as the contracting agency for any other Public Agency that elects
to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their
registration with OMNIA Partners (a “Participating Public Agency”) and by using the Master Agreement, any
such Participating Public Agency agrees that it is registered with OMNIA Partners, whether pursuant to the
terms of a Master Intergovernmental Cooperative Purchasing Agreement, a form of which is attached hereto on
ATTACHMENT A, or as otherwise agreed to. ATTACHMENT A contains additional information about OMNIA
Partners and the cooperative purchasing program.
Notice of the solicitation was sent to potential offerors, as well as advertised in the following:
The University of Nebraska website
OMNIA Partners website
USA Today, nationwide
San Bernardino County Sun, CA
Honolulu Star-Advertiser, HI
The Herald-News – Will County (IL)
The Advocate – New Orleans, LA
Albany Times Union, NY
Version July 14, 2022
Daily Journal of Commerce, OR
The State, SC
Deseret News, UT
Richmond Times-Dispatch, VA
Seattle Daily Journal of Commerce, WA
Houston Community Newspapers, TX
Helena Independent Record, MT
Las Vegas Review-Journal and/or Las Vegas Sun
Kennebec Journal/Morning Sentinel, ME
On February 8, 2022 proposals were received from the following offerors:
Axon Enterprise, Inc.
Digital Ally, Inc.
Utility Associates, Inc.
Panasonic i-Pro Sensing Solutions Corporation of America
The proposals were evaluated by an evaluation committee. Using the evaluation criteria established in the RFP,
the committee elected to enter into negotiations with Axon Enterprise, Inc. and proceeding with contract award
upon successful completion of negotiations.
The Board of Regents of the University of Nebraska, OMNIA Partners and Axon Enterprise, Inc. successfully
negotiated a contract, and the University of Nebraska executed the agreement with a contract effective date of
December 21, 2022.
Contract includes: Audio and Video recordings, with centralized cloud storage for: Body Worn Cameras, Fleet
Vehicles with interior and exterior dual-view, Interview or other designated rooms. Axon Interview Digital
Evidence Management System. Supplier provided federal funds certifications which are available on the OMNIA
Partners website for review.
Term:
Initial five-year agreement from 12/21/2022 through 12/20/2027 with the option to renew for three (3)
additional one-year periods through 12/20/2030.
Pricing/Discount: Pricing includes 1% discount.
BODY WORN CAMERAS AND RELATED PRODUCTS AND SERVICES
Contract No. 32500084
(REV. 1.17.2025)
EXHIBIT B
TO
COOPERATIVE CONTRACT PURCHASE ADDENDUM
CONTRACT NO. 32500084
Proposal
Quote # Q-689238-45778BM
See following page(s).
Q-689238-45778BM
Issued: 05/01/2025
Quote Expiration: 06/15/2025
Estimated Contract Start Date: 07/15/2025
Account Number: 105710
Payment Terms: N30
Mode of Delivery: UPS-GND
Buckeye Police Dept. - AZ
100 N Apache Rd
Buckeye,
AZ
85326-9699
USA
Buckeye Police Dept. - AZ
100 N Apache Rd
Buckeye
AZ
85326-9699
USA
Email:
Brian Moutinho
Phone: +1 9168062275
Email: bmoutinho@axon.com
Fax:
ROBERT SANDERS
Phone: (623) 764-4839
Email: rsanders@buckeyeaz.gov
Fax: (623) 386-6434
$486,498.67
$486,498.67
Page 2
Q-689238-45778BM
Payment Summary
Date
Subtotal
Tax
Total
Jun 2025
$445,104.00
$41,394.67
$486,498.67
Jul 2025
($133,148.22)
($10,718.43)
($143,866.65)
Page 3
Q-689238-45778BM
Quote Unbundled Price:
$445,105.00
Quote List Price:
$445,105.00
Quote Subtotal:
$311,955.78
Pricing
All deliverables are detailed in Delivery Schedules section lower in proposal
Item
Description
Qty
Term
Unbundled
List Price
Net Price
Subtotal
Tax
Total
Program
100552
TRANSFER CREDIT - GOODS
1
$1.00
($133,148.22)
($133,148.22)
($10,718.43)
($143,866.65)
A la Carte Software
73449
AXON BODY - LICENSE - DEVICE CONNECTIVITY
165
12
$5.00
$5.00
$9,900.00
$920.70
$10,820.70
73682
AXON EVIDENCE - AUTO TAGGING LICENSE
165
12
$10.00
$10.00
$19,800.00
$1,841.40
$21,641.40
100590
AXON MY90 - LICENSE
165
12
$10.00
$10.00
$19,800.00
$1,841.40
$21,641.40
73618
AXON COMMUNITY REQUEST
165
12
$10.00
$10.00
$19,800.00
$1,841.40
$21,641.40
73478
AXON EVIDENCE - REDACTION ASSISTANT USER
LICENSE
165
12
$10.00
$10.00
$19,800.00
$1,841.40
$21,641.40
73638
AXON STANDARDS - LICENSE
165
12
$10.00
$10.00
$19,800.00
$1,841.40
$21,641.40
73447
AXON FUSUS - LICENSE - PLUS USER
165
12
$14.00
$14.00
$27,720.00
$2,577.96
$30,297.96
85760
AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE
165
12
$20.80
$20.80
$41,184.00
$3,830.11
$45,014.11
73686
AXON EVIDENCE - STORAGE - UNLIMITED (AXON
DEVICE)
165
12
$25.00
$25.00
$49,500.00
$4,603.50
$54,103.50
101283
AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT
WRITING
165
12
$65.00
$65.00
$128,700.00
$11,969.10
$140,669.10
ProLicense
Pro License Bundle
165
12
$45.00
$45.00
$89,100.00
$8,286.30
$97,386.30
Total
$311,955.78
$30,676.24
$342,632.02
Delivery Schedule
Software
Bundle
Item
Description
QTY
Estimated Start Date
Estimated End Date
Pro License Bundle
73683
AXON EVIDENCE - STORAGE - 10GB A LA CARTE
495
07/15/2025
07/14/2026
Pro License Bundle
73746
AXON EVIDENCE - ECOM LICENSE - PRO
165
07/15/2025
07/14/2026
A la Carte
100590
AXON MY90 - LICENSE
165
07/15/2025
07/14/2026
A la Carte
101283
AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT
WRITING
165
07/15/2025
07/14/2026
A la Carte
73447
AXON FUSUS - LICENSE - PLUS USER
165
07/15/2025
07/14/2026
A la Carte
73449
AXON BODY - LICENSE - DEVICE CONNECTIVITY
165
07/15/2025
07/14/2026
A la Carte
73478
AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE
165
07/15/2025
07/14/2026
A la Carte
73618
AXON COMMUNITY REQUEST
165
07/15/2025
07/14/2026
A la Carte
73638
AXON STANDARDS - LICENSE
165
07/15/2025
07/14/2026
A la Carte
73682
AXON EVIDENCE - AUTO TAGGING LICENSE
165
07/15/2025
07/14/2026
A la Carte
73686
AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE)
165
07/15/2025
07/14/2026
A la Carte
85760
AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE
165
07/15/2025
07/14/2026
Page 4
Q-689238-45778BM
Page 5
Q-689238-45778BM
Shipping Locations
Location Number
Street
City
State
Zip
Country
1
100 N Apache Rd
Buckeye
AZ
85326-9699
USA
Payment Details
Jun 2025
Invoice Plan
Item
Description
Qty
Subtotal
Tax
Total
Year 1
100590
AXON MY90 - LICENSE
165
$19,800.00
$1,841.40
$21,641.40
Year 1
101283
AXON RECORDS - DRAFT ONE - AI-ASSISTED REPORT WRITING
165
$128,700.00
$11,969.10
$140,669.10
Year 1
73447
AXON FUSUS - LICENSE - PLUS USER
165
$27,720.00
$2,577.96
$30,297.96
Year 1
73449
AXON BODY - LICENSE - DEVICE CONNECTIVITY
165
$9,900.00
$920.70
$10,820.70
Year 1
73478
AXON EVIDENCE - REDACTION ASSISTANT USER LICENSE
165
$19,800.00
$1,841.40
$21,641.40
Year 1
73618
AXON COMMUNITY REQUEST
165
$19,800.00
$1,841.40
$21,641.40
Year 1
73638
AXON STANDARDS - LICENSE
165
$19,800.00
$1,841.40
$21,641.40
Year 1
73682
AXON EVIDENCE - AUTO TAGGING LICENSE
165
$19,800.00
$1,841.40
$21,641.40
Year 1
73686
AXON EVIDENCE - STORAGE - UNLIMITED (AXON DEVICE)
165
$49,500.00
$4,603.50
$54,103.50
Year 1
85760
AXON AUTO-TRANSCRIBE - UNLIMITED SERVICE
165
$41,184.00
$3,830.11
$45,014.11
Year 1
ProLicense
Pro License Bundle
165
$89,100.00
$8,286.30
$97,386.30
Total
$445,104.00
$41,394.67
$486,498.67
Jul 2025
Invoice Plan
Item
Description
Qty
Subtotal
Tax
Total
Invoice Upon Fulfillment
100552
TRANSFER CREDIT - GOODS
1
($133,148.22)
($10,718.43)
($143,866.65)
Total
($133,148.22)
($10,718.43)
($143,866.65)
Page 6
Q-689238-45778BM
Tax is estimated based on rates applicable at date of quote and subject to change at time of invoicing. If a tax exemption certificate should be applied, please submit
prior to invoicing.
Standard Terms and Conditions
Axon Enterprise Inc. Sales Terms and Conditions
Axon Master Services and Purchasing Agreement:
This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement
(posted at https://www.axon.com/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview
Room purchase, if applicable. In the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern to
the extent it includes the products and services being purchased and does not conflict with the Axon Customer Experience Improvement Program Appendix
as described below.
ACEIP:
The Axon Customer Experience Improvement Program Appendix, which includes the sharing of de-identified segments of Agency Content with Axon to
develop new products and improve your product experience (posted at www.axon.com/legal/sales-terms-and-conditions), is incorporated herein by
reference. By signing below, you agree to the terms of the Axon Customer Experience Improvement Program.
Acceptance of Terms:
Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you
are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency
for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote.
Exceptions to Standard Terms and Conditions
Page 7
Q-689238-45778BM
Agency has existing contract(s) originated via Quote(s):
Q-319145, Q-327523, Q-371154, Q-386636, Q-463166, Q-468590, Q-470684, Q-627391, Q-243767, Q-277512, Q-266362
Agency is terminating those contracts effective 7/15/2025 Any changes in this date will result in modification of the program value which may result in additional fees
or credits due to or from Axon.
The parties agree that Axon is applying a Net Transfer Credit of $(133,148.22)
Any credits contained in this quote are contingent upon payment in full of the following amounts:
All invoices from existing contract are expected to be paid in full.
Q-319145 - INUS258369 - 6/21/2024 - $299,457.62
Q-470684 - INUS257037 - 6/15/2024 - $112,941.46
All TAP obligations from this contract will be considered fulfilled upon execution of this quote.
This is a 1 year renewal option quote.
\s1\
\d1\
Signature
Date Signed
5/1/2025
Page 8
Q-689238-45778BM