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Home My WebLink About20183949.tiffRESOLUTION RE: APPROVE AGREEMENT FOR INTEGRATION SERVICES AND AUTHORIZE CHAIR TO SIGN - AXON ENTERPRISES, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for Integration Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Axon Enterprises, Inc., commencing upon full execution of signatures, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for Integration Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Information Technology, and Axon Enterprises, Inc., be and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 10th day of December, A.D., 2018. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dithis) je169;ti Weld County Clerk to the Board APPD A o my ""orney Steve Moreno, Chair Date of signature: 111-7/i9 ara Kirkmeyer, ' o-Tem ulie A. Cozad Mike Freeman CG'. L1 M IST) Viola 2018-3949 IT0007 aer‘ircw BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Axon Integration Service Agreement DEPARTMENT: Information Technology DATE: 12/3/18 PERSON REQUESTING: Ryan Rose / Josh Thimgan Brief description of the problem/issue: The agreement allows Axon to interface with Spillman CAD/RMS. Since GPD utilizes CAD/RMS services from Weld County, Axon wishes to contract with the County in order to implement GPD's CAD/RMS Axon Integration Services. There is no cost to the County and no additional work from County IT personnel to configure the interface. This is very common between agencies using the CAD/RMS service. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Authorize the Chair to sign the agreement. Recommendation: Authorize the chair to sign the agreement. Approve Recommendation Sean P. Conway Julie A. Cozad Mike Freeman Barbara Kirkmeyer, Pro -Tern Steve Moreno, Chair Schedule Work Session Other/Comments: 2018-3949 Ito {� AXON Axon Integration Services Agreement This Axon Integration Services Agreement (the Agreement) by and between Axon Enterprise, Inc., (Axon or Party) a Delaware corporation having its principal place of business at 17800 N 85th Street, Scottsdale, Arizona, 85255, and Weld County (County, Party or collectively Parties), is entered into as of the last signature date on this Agreement (the Effective Date). Axon is currently working with Greeley Police Department (GPD) on GPD's purchase of Axon body worn cameras and storage services. GPD is also purchasing Computer Aided Dispatch/Record Management System (CAD/RMS) Integration Services from Axon in order to correlate body worn camera videos with information from GPD's CAD/RMS. Since GPD utilizes CAD/RMS services from the County, Axon wishes to contract with the County in order to implement GPD's CAD/RMS Integration Service. The parties therefore 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, or until termination of GPD's body -worn camera contract with Axon. 2 Payment. There is no payment due from either Party under this Agreement. GPD will pay all related Axon CAD/RMS Integration Service fees. 3 Insurance. Axon will maintain, at Axon's own expense and in effect during the Term, Commercial General Liability Insurance, and Workers' Compensation Insurance and Commercial Automobile Insurance, and will furnish certificates of insurance or self-insurance upon request. 4 Indemnification. Axon will indemnify and defend the County's officers, directors, and employees (County Indemnitees) from and against all claims, demands, losses, liabilities, reasonable costs and expenses arising out of a claim by a third party against an County Indemnitee resulting from any negligent act, error or omission, or willful misconduct of Axon under or related to this Agreement, except in the case of negligent acts, omissions or willful misconduct of the County or claims that fall under Workers Compensation coverage. 5 IP Rights. Axon owns and reserves all right, title, and interest in the Axon Products and Services, and related software, as well as any suggestions made to Axon. 6 IP Indemnification. Axon will defend, indemnify, and hold the County 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 Axon Products or Services as permitted under this Agreement infringes or misappropriates the intellectual property rights of a third party. The County must provide Axon with prompt written notice of such a claim, tender to Axon the defense or settlement of such a claim at Axon's expense, and cooperate fully with Axon in the defense or settlement of such a claim. Tide: Master Services and Purchasing Agreement between Axon and Agency Department Legal version: S.8 Release Data: 7/1812818 Pa e 1 of 6 AXON Axon has no liability to the County 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 Service by the County or any third party not approved by Axon; (b) use of the Evidence.com Service in connection or in combination with equipment, devices, or services not approved or recommended by Axon; (c) the use of Evidence.com Service 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 Axon as part of or in connection with the Evidence.com Service. Nothing in this Section will affect any warranties in favor of the County that are otherwise provided in or arise out of this Agreement. 7 Termination. 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 County terminates this Agreement due to Axon's failure to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis from the date of notice of termination. 8 Confidentiality. "Confidential Information" means all nonpublic information disclosed by Axon, Axon affiliates, business partners of Axon 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. 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. 9 General. 9.1 Excusable delays. Axon 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 Axon's reasonable control, Axon has the right to delay or terminate the delivery with reasonable notice. 9.2 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. 9.3 Proprietary Information. The County agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the County will not directly or indirectly cause any proprietary rights to be violated. 9.4 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, County, fiduciary, or employment relationship Tide: Master Services and Purchasing Agreement between Axon and Agency Department Legal Version: 5.0 Release Data: 7/1811018 Page 2 of 6 41 AXON between the Parties. 9.5 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. 9.6 Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Axon may assign or otherwise transfer this Agreement or any of its 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 its assets, (c) as part of a corporate reorganization, or (d) to an affiliate or subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 9.7 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. 9.8 Severability. This Agreement is contractual and not a 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. 9.9 Governing Law; Venue. The laws of the state where the County 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. 9.10 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 County'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: Axon: Axon Enterprise, Inc. Attn: Contracts 17800 N. 85th Street Scottsdale, Arizona 85255 contracts@axon.com County: 9.11 Entire Agreement. This Agreement represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, UM: Master Services and Purchasing Agreement between Axon end Agency Department Legal Version: 5.0 Release Date: 7/180018 Page 3 of 6 AXON 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 Axon 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. 9.12 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. Axon Enterpris Signature: Name: Rorer\ Orive11 Title: 1lg, PkSstctake Gerard CnAr►Se 1 Date: t\ /ao � 1 e BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO Steve Moreno, Chair Attest By: DEC 1 0 2018 Deputyler to the Tide: Mower Services and Purchasing Agreement between Axon and Agency Department Legal Version: 5.0 Release Den: 7/1812018 Page 4 of 6 Axon Integration Services Appendix 1 Scope of Integration Services. The project scope will consist of the development of an integration module that allows the Evidence.com Service to interact with the County's Computer -Aided Dispatch (CAD) or Records Management Systems (RMS), so that GPD'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 Service based on data already maintained in the County's CAD or RMS. Axon is responsible to perform only the Integration Services described in this Appendix. 2 Delivery of Integration Services. 2.1. Support After Completion of the Integration Services. After completion of the Integration Services and acceptance by the County, Axon will provide up to 5 hours of remote (phone or Web -based) support services at no additional charge to the County. Axon will also provide support services that result because of a change or modification in the Evidence.com Service at no additional charge as long as the County maintains Evidence.com subscription licenses and Integration Module Licenses, and as long as the change is not required because the County changes its CAD or RMS. Thereafter, any additional support services provided to the County will be charged at Axon's then current standard professional services rate. 2.2. Changes to Services. Changes to the scope of the Integration Services must be documented and agreed upon by the Parties in a change order. If the changes cause an increase or decrease in any charges or cause a scheduling change from that originally agreed upon, an equitable adjustment in the charges or schedule will be agreed upon by the Parties and included in the change order, signed by both Parties. 2.3. Warranty. Axon warrants that it will perform the Integration Services in a good and workmanlike manner. 3 County's Responsibilities. Axon's successful performance of the Integration Services depends upon the County's: 3.1. Making available its relevant systems, including its current CAD or RMS, for assessment by Axon (including making these systems available to Axon via remote access if possible); 3.2. Making any required modifications, upgrades or alterations to County's hardware, facilities, systems and networks related to Axon's performance of the Integration Services; 3.3. Providing escorted access to the building facilities and where Axon is to perform the Integration Services, subject to safety and security restrictions imposed by the County (performing the Integration Services permitting them to enter, with an escort and exit County premises with laptop personal computers and any other materials needed to perform the Integration Services); 3.4. Providing all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) necessary for Axon to provide the Integration Services; 3.5. Promptly installing and implementing any and all software updates provided by Axon; Title: Nasser Services and Purchasing Agreement between Axon and Agency Department Legal Version: 5.0 Rel..... Date: 71182018 Page 5 of 6 3.6. Ensuring that all appropriate data backups are performed; 3.7. Providing to Axon the assistance, participation, review and approvals and participating in testing of the Integration Services as requested by Axon; 3.8. Providing Axon with remote access to the County's Evidence.com account when required for Axon to perform the Integration Services; 3.9. Notifying Axon of any network or machine maintenance that may impact the performance of the integration module at the County; and 3.10. 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 Axon (these contacts are to provide background information and clarification of information required to perform the Integration Services). 4 Authorization to Access Computer Systems to Perform Services. County authorizes Axon, under supervision, to access County's relevant computers, network systems, and CAD or RMS solely for performing the Integration Services. Axon will work diligently to identify as soon as reasonably practicable the resources and information Axon expects to use, and will provide an initial itemized list to County. County 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 County. The "Delta Logo," the "Axon + Delta Logo," Axon, Axon Commander, Axon Convert, Axon Detect, Axon Dock, Axon Five, Axon Forensic Suite, Axon Interview, Axon Mobile, Axon Signal Sidearm, Evidence.com, Evidence Sync, TASER, and TASER CAM are trademarks of Axon Enterprise, Inc., some of which are registered in the US and other countries. For more information visit www.axon.com/legal. All rights reserved. © 2018 Axon Enterprise, Inc. Title: Unger Services and Purchasing Agreement between Axon and Agency Dep.Nnent: Legal Version: 0.0 Release Date: 7/182018 Page 6 of 6 Hello