HomeMy WebLinkAbout2021 CON Axon Enterprise - NCPD Body Worn CamerasDontSign Envelope la B2EF29E9-4E75-4ADC-A514-3F15440109E7
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
AXON' ENTERPRISE, INC.
AGREEVIENTUttiteltd-ifitailiiir'dkrf De6ember, by itild e -een Oit CITY
OF NATIONAL CITY, a municiptiroorpbratiOh. (the "CITY"), and AXON ENTERPRISE, TNc„
a Corporation (the "CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to .provide body worn
cameras, unlimited • cloud -based storage of digital evidence, Internet management through
Evidence,com., support service's and technical assistance on the purchased equipment and
software, as -specified in Attachments: "A & B."
WHEREAS, the CITY has determined that the CONTRACTOR is qualified, by experience
and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to
perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
14 ENGAGEES2Q.L.._QN'TRA.CT R, The CITY agrees to engage the
CONTRACTOR to provide body worn. camera$,. Whited cloud-base.d storageof digital eviden.oe,
Internet management through Evidence,co.m, .support services- and technical assistance on.the.
purchased equipment andsOftware, as specified in Attachments "A & B,"and the CONTRACTOR
agrees to perform . the services set forth here in accordance with all terms and conditions contained:
herein,
The CONTRACTOR represents that all services - Ala be performed directly by the:
CONTRACTOR or under direct supervisionof the CONTRACTOR.
2. EFFECTIVE. DATE AND LENGTH OF AGREEMENT. This A.greement
become effective on December 7, 202.1. The duration of this Agreement :is for the period of three
(3) years With. two (2) additional Optional years.. Completion dates or time durations for specific
portions of the project are set forth in Attachments "A &- 13,".
SCOPE OF SERVICES 'nip CONTRACTOR will provide 'body worn cameras
unlimited, cloud. -based storage of digital. evidence,, internet management through Evidericeicom,
support services and technical assistance on the purchased equtpment and software,as specified
in Attachments "A &
Standard Ageement
City of National• City and
Revised July 2021 Axon Enterprise, rue,
Page 1 of 13
DowStu n Envelope iO: B2EFNE9-4E75-4ADC-A514-3P15440109E7
The CONTRACTOR shall be responsible for all research and reviews related to the
work and h 1.1 not reEy on personnel of the CITY for such services, except asauthorized in advance
by the CITY The CONTRACTOR shall appear at meetingsto keep staff and City Council advised
or the progress on the project,
The CITY .may unilaterally, or upon request from the CONTRACTOR,. from..time
to time reduce * increase. _t :.S.: , _. '..S: ry 0. -_ - .._ r r eib t _ -C. TR CRu . er.
this Agreement. o.n doing so, the CITY and the CONTRACTOR . r to meet in good faith
and o fer for the purpose of negotiating rr i g reduction • increase -in the
compensation associated with said. change in services,
PROJECT COORDINATION AND SUPERVISION.. Lieutenant Antonio
Ybarra hereby is designatod. as. the Project Coordinator " r the CITY and will monitorthe progress
and execution of this re m. t, The CONTRACTOR shall assign a single PrOject Director to
provide sup r .: . and have oVerkl respo.nsibility. for the progress e nd execution of this
Agreement for die CONTRACTOR. -A unt Manager Kyle na ..wi thereby is . i. n t . as
the. Project Direc.tbr for the CONTRACTOR.
5. COMPENSATION AND PAYMENT* The compensation for the
CONTRACTOR shall be basedmonthly billings covering actual work performed.performed.Billings shall
include labor classifications, respective rates, hours worked and. also materials, if any. The total
cost for all work described in Exhibit "A" shall not exceed14 . 0. The compensation for the
CONTRACTOR'S work shall not exceed, the r e set fprth In Exhibit "A". Annual invoices r.iJ_l
be processed for payment and remitted i .i thirty 3 days ro receipt of invoice, provided
that work is o pli h 1 consistent with Exhibit "A", as determined the CITY,
.'he CONTRACTOR shall :maintain an books, documents, papers, employee time
sheets, accounting records, and other evicience pertainingcosts incurred, nd shall make such
materials available at its office at all reasonable times during the term of i Agreement and: o
three years from the ate of finalpayment under this Agreement, r inspection y the CITY,
and for furnishing of copies to. to any, if requested.
6. ACCEPTABILITY OF 'WORK, The CITY shall decide and. and all questions.
which may arise as to the parity or acceptability of the services -.performed and the mapper of
performance, the acceptable completion of this Agreement, and the amount of compensation due,.
n the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the
work, the manner r r nd o.r the compensation payable to the CONTRACTOR ithis
Agreement, the MY Y the CONTRACTOR shall give to the other written .notice. Within ten
(10) business days, the CON/RACTOR and the CITY shalt each prepare a _ewe ..oil: which -supports
their position and filethe same with the other party. The CITY shall, with reasonable diligence,
determine 'the quality or acceptability of the work, the manner r of r or and/or the
coMpensation payable to the NTRA .
7. PISPOSITION AND OWNERSOW '_„DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONTRACTOR r this project, whether paper or electronic, shall: (I) free from defects;(2)
become: the .property of the CITY for use with respect to this project but only. to the extent such
Standard Agreement City of National City and
Revised July 20.2 1 Axon Enterprise, rne_
DowSign Envelope ID: B2EF2DE:9-4E75-4ADC-A514-3F15440109E7
Work is created for the sole and exclusive use of the CITY; and (3) shall be turned over to the
CITY upon completion of the project, or any phase thereof, as contemplated by this Agreement.
Contemporaneousty with the transfer of documents, the CONTRACTOR hereby
assigns to the CITY„ and CONTRACTOR thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material drawings, plans, specifications, or other work
prepared under this .Agreement, but only to the extent such Work is. created for the sole gnd
ekciusiiie.use cif-th CITY arid except upon. the CITY'S prior authorization regarding reproduction,
whicti authorization sh,a_O not be unreasonably withheld, The CONTRACTOR shall, upon request
of the CITY, execute any further document(s) necessary to further effectuate this waiver and
disc laimer.
The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S
written work product for the CITY'S purposes, and. the CONTRACTOR, expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any. modification or reuse by the CITY of documents, drawings, or .specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section
14, but only with. respect to the effect of the modification or rope by the. CITY or for any liability
to the CITY :should the documents be used .by the CITY for some project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
LNDEPENDENT CONTRACTOR. 'Both parties hereto in the. .performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another.. Neither the CONTRACTOR nor the CONTRACTOR'S
employees are employee's of the CITY, and are not entitled to any of the rights, benefits!, or
privileges of the CITY'S em..poyoes, including but not limited to retirement, medical, uneinploy-
meat, or workerscompe.nsation insurance,
This Agreement contemplates the personal services of the CONTRACTOR and
the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement
to the CITY for entering into this Agreement was, and is, the professional reputation and
competence of 'the CONTRACTOR and its employees, Neither this Agreement, nor any interest
herein, may be assigned by the CONTRACTOR without the prior written consent of the CITY,
Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as
many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem necessary for the
proper and efficient performance of this Agreement. Alt agreements by CONTRACTOR with its
SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(S) to adhere to the applicable
terms of this Agreement.
9, CONTROL. Neither the CITY, nor its officers, agents, or employees shall, have
any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees,
except as set forth in this Agreement The CONTRACTOR, or the CONTRACTOR'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
Standard Agreement City or National City and
Revised July 2021 Axon Enterprise, frie,
DocuSign Envelope ID:132EiF29E9.4E75-11AIDC-A514-3F15440109E7
CONTRACTOR and its agents, servants, and employees are .wholly independent from the CITY
and CONTRACTORS obligations to the CITY are solely prescribed, by this Agreement,
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the
performance of the services -to be provided herein, shall comply with all appli.cable state and federal.
.statutes and regulations, and l.1 applicable ordinances, rules, and regulations of the City of
'National City, Whether now in force $ubsequentty_engotedjk.CONTRACTOR..and.,..each_e.
its 8UBCONTRACTOR(S), shall obtain arLd. maintain .a .current City of National City business
license prior to and. &Ong performance Of any work pursuant to. this Agreement.
.1 I LICENSES PERMITS ETC The CONTRACTOR represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that arelegally
i7evired to practice its profession, CONTRACTOR must promptly .produce a copy of any such
license,permit„ or approval to CITY upon request The CONTRACTOR represents and covenants.
that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the
term of this .Agreement any license, permit., or approval, which is legally required for the
CONTRACTOR to practice its profession.
12. STANDARD OF CARE,
A. The cONTIWTOR, in performing any services under this Agreement,
shall. perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONTRACTOR'S trade or profession currently practicing under similar
conditions and in similar locations. The CONTRACTOR shall take all .pecial precatitions
.necessary to protect. the CONTRACTOR'S employees and .members of the public from risk of
harm arising out of the .nature of the work and/or the conditions of the work site.
B. Unless disdosed in writing prior to the date of this Agreement, the
CONTRACTOR warrants to the CITY that it is not now, nor has 'it for the five (5) years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONTRACTOR'S professional performance or the furnishing of
materials or services relating thereto.
The CONTRACTOR is responsib.16 for identifying any. unique products,
treatments, processes or materials whose availability is critical to the success of the project. the
CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when
no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONTRACTOR has nptifjed the CITY otherwise, the CONTRACTOR warrants that all products,
materials,, processes or treatments. identified in. the project documents prepared for the CITY' are
reasonably commercially 4vai1able, Any failure by the CONTRACTOR to use due diligence under
this sub -section wit]. render the CONTRACTOR liable to the CITY :for any increased costs that
resuit from the CITY'S later inability to obtain the specified. items or any reasonable substitute
within a price range that allows 'for .project completion in the time frame specified or, when not
specified., then within a commercially reasonable time.
13, NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
Standard Agreemerg City ofNational City and
Revised July 202i Axon Enterprise, Inc.
DowSign Envelope ID: B2EF29E9-4E75-4ADC-A514-3F15440109E7
medical condition.. The CONTRACTOR. will take positive action to insure that applicants are
employed without regard. to their age, race, color, ancestry, religion, sex., sexual orientation, marital
..stato, national origin, physical. handicap., or medical condition. Such action. shall include but not
be limited, to the following; employrnent, upgrading, demotion, transfer, recruitment or recruitment
.0.dvertis1ng„ layoff o.r termination, Wes of pay or other forms of compensation, and selection for
training, *hiding apprenticeship. The CONTRACTOR. agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY settling
...roith the provisions of this nondiscrLmination clause.
14. CONFIDENTIAL INFO TION. .The CITY may from time to time
communicate to the CONTRACTOR certain confidential. information to enable the
CONTRACTOR to effectively .perform the services to be provided herein.. The CONTRACTOR
shall treat ail such information as corifidewial and shall not disclose any .part thereof without the
prior written consent dale CITY. The CONTRACTOR. shall limit the use and circulation of such
information, even within. its own organization, to the extent neoe.5saty to perform the smices to
be provided .herein. The foregoing obligation of this Section 14, however, shall not apply to any
part of the .information that (1). has been disclosed :in publicly .available sources of information; (ii.)
is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of
information; (iii) is already in: the possession of the CONTRACTOR without any obligation of
confidentiality; or (iv) has been 01' is hereafter rightfully disclosed to the CONTRACTOR. by a
third party, but. only to the extent that the use or disdosure thereof has been or is rightfully
authorized .by that third party.
The CONTRACTOR shall not di.sclose any reports, recommendations, conclusions
or other results of the services or the existence of the subject matter of this Agreement without the
prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply.
with all legal obligations it may now or hereafter have respecting the information or other property
of any other person, firm or corporation.
CONTRACTOR shall be liable to CITY for any.. damages paused by breach of this
condition, pursuant to the. provisions of Section IS.
1.5 INDEMMFICATION AN!) HOLD HARMLESS. To. the maximum extent
provided, by law, the CONTRACTOR agrees to defend,indemnify, and hold harmless the City of
'National City,. its officers, officials, agents, employees, and volunteers, against and from any and
a:11 liability, loss, damages to property, injuries to, or death of any person or persons, and all claims.,
demands, suits, actions,. proceedings., reasonable attorneo' fee$,. and defense costs, off any .kind or
nature, including workers ' compensation. claims, of or by anyone whomsoever„ resulting from or
arising out of the CONTRACTOR'S negligence, or willful misconduct in the .performance of this
Agreement, CITY will cooperate reasonably in the defense of any action, and CONTRACTOR
shall employ competent counsel, reasonably acceptable to the City Attorney.
The. indemnity, defense and .hold .h.armless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual GM iSS ion, act., or negligence
under this Agreement that occurred during the terml. of this .Agreement
Standard Agreement City of National City and
Revised Tidy 221 Axon. Enterprise, Inc,
DowSign Envelope ID; B2EF29E9-4E75-4ADC-A5'14-3F154401C19E7
16, EMPLOYEE PAYMENTS AND INDEMNIFICATION.
16.I PERS Indemnification. If CONTRACTOR's employee(s) providing
services under this Agreement claims, or is determined .by a court of competent jurisdiction or the
California Public Employees Retirement System ("PER") to be eligible for enrollment in PERS
of tile CITY,, CONTRACTOR shall :indemnify, &fend, and hold harmless CITY for the. .payment
arw_employer and employee contri.butions for PERS benefas on behalf9c the employee is. well
.4s for .payment of any pen.atties and interest on such. contributions whichwould otherwise be the
responsibilityof die CITY.
CONTRACTOR'S employees providing service under this Agreement shall
(I) qualify for any compensation and benefit under PERS; (2) be entitledto any benefits under
PERS; (3) enroll in .PERS as an employee of CITY; (4) receive any employer contributions paid
by CITY for PERS benefits; or (5) be entitled to any other .PPRS-relatedbenefit that would accrue
to a CITY employee.. CONTRACTOR's employees hereby waive any claims to benefits or
compensation described in this Section 0. This: .Section 16 applies to CONTRACTOR
notwithstanding any other agency, .state or federal .policy, rule, regulation, law or ordinance to the
contrary,
16.2 Limitation Of CITY.Liability. The payment made to CONTRACTOR under this
Agitement. shall be
.. the full and complete compensation to. which CQNTM.CTOR. and
CQNTRACTOR's officers, employees., agents, and subcontractors are entitled for performance of
any Work under this Agreement, 'Neither CONTRACTOR..or CONTRACTORS officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits app ticabl,e to CITY ertiployees, The CITY will not make any federal
or:state tax withholdings on behalf of CONTRACTOR. The CITY shall not be requiredto pay any
workers' conipen.sation insurance on behalf of CONTRACTOR.
16,3 Indemnification .for Elniloypneni.... CONTRACTOR agrees to defend and:
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribiltion
including any contribution to PERS., social security, salary or wages, overtime payment, r
workers' compensation payment which the CITY may be required to make on behalf of (1.)
CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR
construed to be an employee of the CITY, for work. performed under this Agreement. This is a.
continuing obligation that survive s the termination. of this Agreement.
17. _).VO.PKIEBPENS TION. The CONTRACTOR shall comply with all of
the provisions of the Workers' Compensation Insurance and Safety Acts date State of California,
the applicable provisions of Division 4 and 5 of the California Labor .Code and. all amendments.
thereto; and MI similar State or federal acts or laws applicable; and shall indemnify and hold
harmless the CITY and. its officer, employees, and volunteers from and against all claims,
.demands, payments, suits, actions, .proceedings„ and judgments Of every nature and description,
including :reasonable attorney's fees and. defense costs presented,. brought or recovered. against the
CITY or its officers, employee, or volunteers, for or on account of any liability underany of said
acts which may be incurred by reason of any work to be performed by the CONTRACTOR under
this Agreement.
Standard Agreeillent City of National City and
Rtvis61 July 2021 Axon Enterprise, InQ,
DomSign Envelope ID: Ei2EF29E-9-4ET5-4ADC-A514-3F15440109E7
18. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONTRACTORN, when applicable, to purchase. and
maintain throughout the term of this Agreement, the following insurance policies:
A. If checked, Prohssional Liability Insurance (errors and omissions)
with minimum limits of S 1,000,000 per occurrence.
B. Atitoniobihi Insitratice covering all bodily injury and property damage
incurred during the .perCormance of this Agreement, .with .a minimum coverage of $1,000,000
combined single limit pet. accident. Such automobile insurance shall. includ.e owned, non.wowried,
and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement $hall be provided.
C. Commercial General. Liability lusuratia, with minimum limits of either
$2,000,000 per occurrence and $4,00,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate .with A $2,000,000 umbrella policy, covering all bodily injury and properly
damage arising. out of its operations,. Work, ot .performance. under this Agitement. The policy shall
name the CITY and.. its officers, agents, .employees, and volunteers as additional insureds, and a
separate additional insured endorsement .shall be provided. The general aggregate limit must apply
solely to this "project" or "location", The "project" or "location." should be noted with specificity
on an endorsement that shall be incorporated into the policy.,
D. Workers' Compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONTRACTOR'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident, In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR by CITY,
E, The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance, Said policies shall provide for thirty (30) days prior
written notice to the CITY's Risk Manager, at the address listed in subsection G below of
cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than.
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement,
shall be:
G. The Certificate Holder for all, policies of insurance required by this Section
City of National City
Standard Agreerneat City ofNational City and
Revised July 2021 Axon Entorprise,LUC
DocuSIgn Envelope ID: B2EF20E9-41:75-4ADC-A5144F.15440109E7
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
H. Insurance shall be written with only insurers authorized to conduct business
in California that hold a current policy holder'.s alphabetic and financial size category rating of not
les. than kyll according:to the cuiTentBest.'.s
stability that is approved .by the CITY'S Risk Mahagror, In the event coverage is provided by non
admitted "surplus tines" carriers, they. .must .be included on the most recent List of Approved
Surpkis Line Insurers ("LA.SLI") and otherwise meet rating requirements.
This .Agreement shall not take effect until certificate(s) .or other sufficient
proof that these insurance provisions have been complied with., are filed with and approved by the
CITY'S.Risk Manager If the CONTRACTOR does not keep. all insurance policies required by
this Section 18 in full force and effect at all times during the term of this Agreement, the CITY
may treat the fai Lure to maintainthe requisite insurance as a brad' of this Agreement. and terminate
the Agreement as provided herein,
j., All deductibles and self -insured retentions in excess a $1.05000 friust be
disclosed to and. approved by the CITY. CITY reserves the right to modify the :insurance
requirements, of this Section la, including limits, based on the nature of the risk, prior experience.,
insurer, coverage, or other special circumstances.
K. If the CONTRACTOR maintains broader coverage or higher limits (or
both) .than the tninimOn limits shown above, the CITY shall .be entitled to the broader coverage or
higher limits (or both) maintained by the CONTRACTOR. Any available insurg=e proceeds in.
excess of the specified minimum limits of insurance and coverage shall be available to the CITY.
19, LEGAL .FE11,'Si any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any 'ono urn:les in May of the'
representations and warranties on. the part of the other party arising out of this. Agreement, then in
that. event,, the prevailingpartyin.$Uch action or dispute, whether by final judgment or out -of -court
settlement, shall be entitled. to have and recover of and from the other party all costs and expenses
of suit, including attorneysfees,
For purposes of determining who is to be considered the pre-vailing patty, it is stipulated
that attorney' fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount of the judgment or award. Attorney's fees to the prevailing
party if other than the CITY shall, in addition, be limited, to the amount of attorneys fees incurred
by the CITY in its prosecution or defense of the action, irrespective of the actual amount of
attomey's fees incurred by the prevailing party.
20, TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONTRACTOR. During said 60-day period the CONNIRACTOR shalt perform all services in
accordance with this Agreement.
Standard Agreement City of National City and
Revised Jury 202 L Axon Enterprise, Inc.
DowSign Envelope ID: B2EF29E9-4E75-4ADO-A514-3Pis54110109E7
B. This Agreement may also be terminated, after a 30 day cure period which
begins upon CONTLATOR's receipt of notice of the breach from the CITY, by the CITY for cause
in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in
connection with the formation. of this Agreement or the performance of services., or the failure to
perform services as directed by the CITY.
c. ermination with or without cause shall be effected by delivery o- vaten
Notice of Termination to the CONTRACTOR as provided for herein.
in. the event of termination, all finished or unfinished Memoranda Reports,
Maps 3 Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR,
whether paper or electronic, shall immediately become the property of and .be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and. equital?le cp.mippnsation for
any work .satisfactorily completed on such documents and other materials. up to the effective date
of theNotice of Termination, not to exceed the amounts payable lieftnder, and 'less any damages
caused. :the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said .written
material. shall 1-(st, in the CITY all rights set forth in Section 7
The CITY further reserves the right to immediately terminate this
Agreement upon.: (1) the thing .of a petition. in bankruptcy affecting The CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization,
change in business name or change in business status of the CONTRACTOR..
21. NOTICES. All notices or oth.e.r comm UrL.icat.ions required or permitted hereunder
shall be in writing, -and shall be personally delivered; or sent by overnight ma (Federal Express
or the Iike); or 'Sent by registdred or certified rn.ail, postage prepaid, return' receipt requested.; or
sent by ordinary mail, postage prepaid; or telegraphedor cabled; or deliveredor sent by telex,
telecopy, facsimile or fax.; and shall .be deemed. received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent'. by
overnight mail,. the 'business day following its deposit in. such overnight mail. facility, (iii) if mailed
by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the
State- of California) after the date. of deposit in a post office.,.mailbox, mail chute, or other like
4.00ity regularly maintained by the United States Postal Service, (iv) 'if givett by telegraph or cable,
when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy„
facsimile or fax., when. sent. Any notice, request, demand., direction, o.r other communication
delivered or seat as .specified above shall be directed to the following persons:
To CITY: Jose Teilez
Chief of Police
National City Police Department
City of National City
1200 National City Boulevard
'National City, CA 91950-4397
Standard Agreerneni; City of National City and
Revised July 2021 Axon Enterprise, Inc.
DomSign Envelope ID: 132EF29Eg-4E75-4ADC-A514m3F15440109E7
To CONTRACTOR:
Kyle Pannasewicz
Account Manager
Axon Enterprise, Inc.
17800 N. 85th Street
Scottsdale, AZ 85255
Notice of change of address shall .be given by .written notice in the mannermpecified.
in this Section. Rejection or other refusal to accept or the inability to deliver becti,uso. of changed
addres.s of which. no nOtied was given shall be deemed to. constitute receipt of the notice, demand,
request or communication sent, Any notice, request, demand., direction or other communication
sent by cable, telex, telec.opy, facsimile or f must be confirmed. within forty-eighi (48) hours by
letter mailed. or delivered as specified in' this Section.
22, CONFLICT OF 'INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the .CONTRACTOR shall not perform.
services f any kind. for any person Or entity whose interests conflict in. any way with. those attic
City of National City. The CONTRACTOR also .agrees not to specify any .product, treatment,
process or material for the project in which. the CONTRACTOR has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall
at 01 times comply with the terms of the Political Reform Act and. the National City Conflict of
Interest COde, The CONTRACTOR shall immediately disqualify itself and shall not use its official
..position to influence in any way any matter coming before the CITY in which the CONTRACTOR
has .a 'financial interest as de -fined. in Government Code Section 87103. The CONTRACTOR
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY
If checked, the CONTRACTOR shall, comply with all of the reporting
requirements of the Political Reform Act and the Nation.al City Conflict of In -Wrest Code.
Specifically, the CONTRACTOR shall file a Statement of Economic interests with the City Clerk
of the UV of National City in a timely manner on forms which the CONTRACTOR shall obtain.
from the City Cleric
The CONTRACTOR shall, be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Section 2.2 by the CONTRACTOR.
23, PREVAILING WAGES. State prevailing wage rates may apply to work
performecl under this Agreement. State prevailing wages' rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1120,2, 1,720.3,
1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage
rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and
regulations.
24. ADMIN1 RATIVE PROVISIONS.
A. Computation of Time _Periods. If any date or time period provided for in
this Agreement: i or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
Standard Agreement City of Natimai City and
Revised July 2021 Axon Enterprise, Inc.
DowSign Envelope I: EF E- 7 Y D T 1- .H 4401 0C-7
automatically be extended until 5:00 . i Pacific Time of the next day which is not
Saturday, Sunday or+ federal, state, or legal holiday.
B. untpar . This Agreement may be executed in multiple count r p rt ,
each of whichshall be deemed an original, but all of which, together, shall constitute but one and
the &line instrument.
Captions. Any ti .n to, or headings of, the tion. or subsections
this Agreement .r lL for the co.nvenience of the'filo parties..hereto, are not a part of this
Agreement, and shall not be used for the interpretation. r determination the validity. of this
Agreement or any provision ,h 'reot
D. No Obligations to Third a ie s, Except as otherwise expressly provided
herein„ the execution :nd delivery of this Agreement shall not be deemedconfer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and hed i s. The Exhibits andSchedules d, hereto are
hereby incorporated her i this reference for all purposes. To the extent any exhibits, schedules,
or provisions ther of conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement .'ll control..
F. Amendment to this Agreement. The terms m f this Agreement may not be
modified or amended except by an instrument in wilting executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this
Agreement, in whole or in .., co any other party without first obtaining thewritten consent of
CITY.
Waiver. The i .r or failure to n r any provision of this Agreement
shall t operate as a waiver of any futurebreach of any such provision or any other provision
hereof.
l�Applicable Law. This Agreement shall .be governed by and construed in
accordance with. the laws of the State of California. The venuefor any legal. action arising under
this Agreement shall be in either state or federal court in theCounty of San Diego, State of
California.
Audit. If this eem nt exceeds ten -thousand dol:l r 1 , ., thepari
shall be subject to the x m.1 ti and audit of the State Auditor for a periodof three (3) yea.r
after final Payment under the Agreement, per Government' Code Section 8546.7,
K. Entire Agreement, t, This Agreement supersedes any ' prior agreements,
negotiations and communications„ oral or written, and contains- the entire agreement between the
parties to the u j t matter hereof. f, No u uer t agreement, rr n ion or promise a.
by either party . hereto, r to n. employee, officer, agent or representative of any party hereto
shall be ofn . effect unless it is in writing and executed by the party to nd thereby.
L. Successors and Assigns. This Agreement shall be binding upon and shall
Enure to the benefit f the r s r and assigns he parhereto.
Standard Agreement ity of National City and
Revised July 2021 Axon. Enterprise, Inc.
Dow Sign Envelope ID B2EF29E9-itE75.,4ADC-A51:44-3F15440109E7
1Subcontractors or Subconsu/tint , The CITY is engaging the services of the
CONTRACTOR identified in this Agreement. The CONTRMTuR shall not subcontract ntract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion of the work under this A€reement is subcontracted,
the sub onsultant(s) shall be required to comply vi -' and agree to, for the benefit of and in favor
of the CITY, both the insurance provisions in Section 1 8 and the indemnification and hold harmless
provision of Section 15 of this Aureement.
N. Construction. The parties acknowledge and agree that (i) each party is of
equal bar -alining strength, ii each party has actively participated in the drafting, preparation and
negotiation of this Agreement, iii each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter- into this Agreement lollowmg such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Aareement, or.. any portions hereof; or any
amendments hereto.
EN wi E WHEREOF, the parties hereto have executed this Agreement. n the dia[
and year first above written.
CM OF NATIONAL CITY
By:
Alejandra Sotelo Solis, Mayor
APPROVED AS TO FORM:
standard Agreement
Revised July 2021
AXON ENTERPRISE, INC.
'o) p arp°rrrc t - signatures of two corporate officers required)
By
Doct!$ igned by;
(Name)
Isiah Fields
(Print)
E P , General Counsel
( Tide)
City of National City and
Axon Enterprise. Inc.
DocuSign Envelope ID B2EE2 E9-4E75-ADC--A514-3Fi51 O109E7
Charles les . Bell Jr.
City Attorney
Robert E. Driscoll , Jr,
(Print)
VP, ASSOC. General Counsel
(Title)
Standard Agreement City of National City and
Revised July 2021
Axon E rnerpnse. Inc