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CM-2020-029 - 1/24/2020CITY OF ROUND ROCK AGREEMENT FOR THE PURCHASE OF TASERS WITH AXON ENTERPRISES, INC. THE STATE OF TEXAS § CITY OF ROUND ROCK § § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § KNOW ALL BY THESE PRESENTS: THAT THIS AGREEMENT for the purchase of equipment for the Police Department, specifically TASER equipment, and for related goods and se a referred to herein as the reement"), is ma entered into on this the - 'Aay of the month of 20•Ay and between the CITY OF ROUN ROCK, a Texas home -rule in cipality, w1jose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 ( erred to herein as the "City"), and AXON ENTERPRISES, INC., whose office are located at 17800 North 85"' Street, Scottsdale, Arizona 85255 (referred to herein as "Vendor"). RECITALS: WHEREAS, City desires to purchase certain goods, specifically TASER equipment for the Police Department, and City desires to procure same from Vendor; and WHEREAS, items that are available from only one source because of patents, copyrights, secret processes or natural monopolies are exempt from competitive bidding requirements pursuant to Section 252.022(a)(7)(A) of the Texas Local Government Code; and WHEREAS, Vendor is the sole source provider of TASER products; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties, and obligations; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follow: 1.01 DEFINITIONS A. Agreement means the binding legal contract between City and Vendor whereby City agrees to buy specified goods and Vendor is obligated to provide said goods. 00437056/ss2 ,r 2��? B. City means the City of Round Rock, Williamson and Travis Counties, Texas. C. Effective Date means the date upon which the binding signatures of both parties to this Agreement are affixed. D. Force Majeure means acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind from the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, restraint of the government and the people, civil disturbances, explosions, or other causes not reasonably within the control of the party claiming such inability. E. Goods and Supplies mean the specified supplies, materials, commodities, or equipment as described in Exhibit "A," attached hereto and incorporated herein. F. Vendor means Axon Enterprise, Inc., its successors or assigns. 2.01 EFFECTIVE DATE, TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. B. This Agreement shall be for sixty (60) months from the effective date of this Agreement as described above. C. City reserves the right to review the relationship with Vendor at any time, and may elect to terminate this Agreement with or without cause by providing thirty (30) days written notice or may elect to continue. 3.01 CONTRACT DOCUMENTS AND EXHIBITS The goods which are the subject matter of this Agreement are described in Exhibit "A," attached hereto and incorporated herein for all purposes, and, together with this Agreement and Vendor's TASER 60 Basic Agreement, attached hereto at Exhibit "B" and incorporated herein by reference, comprise the Contract Documents. Any inconsistencies or conflicts in the contract documents shall be resolved by giving preference to the terms and conditions set forth in pages one (1) through nine (9) of this Agreement. 4,01 ITEMS A. The goods which are the subject matter of this Agreement are described generally in the attached Exhibit "A." B. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. C. Vendor shall satisfactorily provide all deliverables described in Exhibit "A" within the contract term specified. A change in the Scope of Services or any term of this Agreement, must be negotiated and agreed to in all relevant details, and must be embodied in a valid Supplemental Agreement as described herein. 5.01 COSTS A. City agrees to pay for supplies during the term of this Agreement at the pricing set forth at in Exhibit "A." B. The City shall be authorized to pay the Vendor an amount not -to -exceed Twenty -Five Thousand Six Hundred Thirty -Nine and No/100 Dollars ($25,639.00) for the term of this Agreement. 6.01 INVOICES All invoices shall include, at a minimum, the following information: A. Name and address of Vendor; B. Purchase Order Number; C. Description and quantity of items received; and D. Delivery or performance dates. 7.01 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the goods as determined by City's budget for the fiscal year in question. City may effect such termination by giving Vendor a written notice of termination at the end of its then current fiscal year. $.Ol PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Vendor will be made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables or services, whichever is later. Vendor may charge interest on an overdue payment at the "rate in effect" on September I of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b); however, this Policy does not apply to payments made by City in the event; A. There is a bona fide dispute between City and Vendor, a contractor, subcontractor or supplier about the goods delivered or the service performed that cause the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from malting a timely payment with federal funds; or C. There is a bona fide dispute between Vendor and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or D. Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order or the Agreement or other such contractual agreement. 9.01 GRATUITIES AND BRIBES City may, by written notice to Vendor, cancel this Agreement without liability to Vendor if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Vendor or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code. 10.01 TAXES City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be included in Vendor's charges. 11.01 ORDERS PLACED WITH ALTERNATE VENDORS If Vendor cannot provide the goods as specified, City reserves the right and option to obtain the products from another supplier or suppliers. 12.01 CITY'S REPRESENTATIVE City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Chief Allen Banks Chief of Police 2701 North Mays Street Round Rock, Texas 78665 (512) 218-5521 abanksQroundrocktexas.gov 13.01 INSURANCE Vendor shall meet all City of Round Rock Insurance Requirements as set forth in Exhibit "C," attached hereto and incorporated herein by reference for all purposes. 14.01 RIGHT TO ASSURANCE Whenever either parry to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other parry for written assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. 15.01 DEFAULT If Vendor abandons or defaults under this Agreement and is a cause of City purchasing the specified goods elsewhere, Vendor agrees that it may be charged the difference in cost, if any, and that it will not be considered in the re -advertisement of the service and that it may not be considered in future bids for the same type of work unless the scope of work is significantly changed. Vendor shall be declared in default of this Agreement if it does any of the following: A. Fails to fully, timely and faithfully perform any of its material obligations under this Agreement; B. Fails to provide adequate assurance of performance under the "Right to Assurance" section herein; or C. Becomes insolvent or seeks relief under the bankruptcy laws of the United States. 16.01 TERMINATION AND SUSPENSION A. City has the right to terminate this Agreement, in whole or in part, for convenience and without cause, at any time upon thirty (30) days' written notice to Vendor. B. In the event of any default by Vendor, City has the right to terminate this Agreement for cause, upon thirty (30) days' written notice to Vendor, unless Vendor cures such breach within the thirty (30) day period. C. Vendor has the right to terminate this Agreement only for cause, that being in the event of a material and substantial breach by City, or by mutual agreement to terminate evidenced in writing by and between the parties. D. In the event City terminates under subsections (A) or (B) of this section, the following shall apply: Upon City's delivery of the referenced notice to Vendor, Vendor shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Within thirty (30) days after such notice of termination, Vendor shall submit a statement showing in detail the goods and/or services satisfactorily performed under this Agreement to the date of termination. City shall then pay Vendor that portion of the charges, if undisputed. The parties agree that Vendor is not entitled to compensation for services it would have performed under the remaining term of the Agreement except as provided herein. 17.01 INDEMNIFICATION Vendor shall defend (at the option of City), indemnify, and hold City, its successors, assigns, officers, employees and elected officials harmless from and against all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees, and any and all other costs or fees arising out of, or incident to, concerning or resulting from the negligent acts, errors or omissions, or willful misconduct of Vendor, or Vendor's agents, employees or subcontractors, in the performance of Vendor's obligations under this Agreement, no matter to whom, such loss may occur. Nothing herein shall be deemed to limit the rights of City or Vendor (including, but not limited to the right to seek contribution) against any third party who may be liable for an indemnified claim. 1$.01 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES A. Vendor, its agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. B. In accordance with Chapter 2270, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel and will not boycott Israel during the term of this contract. The signatory executing this Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott Israel during the term of this Agreement. 19.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terns of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 20.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: 1. When delivered personally to the recipient's address as stated in this Agreement; or 2. Three (3) days after being deposited in the United States mail$ with postage prepaid to the recipient's address as stated in this Agreement. Notice to Vendor: Axon Enterprises, Inc. 17800 North 8P Street Scottsdale, AZ 85255 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Vendor. 21.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 22.01 EXCLUSIVE AGREEMENT This document, and all appended documents, constitutes the entire Agreement between Vendor and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing, duly authorized by action of the City Manager or City Council. 23.01 DISPUTE RESOLUTION City and Vendor hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute. 24.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 25.01 MISCELLANEOUS PROVISIONS Standard of Care. Vendor represents that it employs trained, experienced and competent persons to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed in a manner according to generally accepted industry practices. Time is of the Essence. Vendor understands and agrees that time is of the essence and that any failure of Vendor to fulfill obligations for each portion of this Agreement within the agreed timeframes will constitute a material breach of this Agreement. Vendor shall be fully responsible for its delays or for failures to use best efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Vendor's failure to perform in these circumstances, City may pursue any remedy available without waiver of any of City's additional legal rights or remedies. Force Majeure. Neither City nor Vendor shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible as defined herein. However, notice of such impediment or delay in performance must be timely given and all reasonable efforts undertaken to mitigate its effects. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original of this document; and all of which, when taken together, shall constitute one and the same instrument. [Signatures on the following page.] IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates indicated. City of Round Rock, Texas Axon E rp] By: t' By: Printed Name: Printed Name: Title. Title: Date SignedJ U14 Date Signed: 1 Attest: By: 9' A!L�- -- Sara L. White, City Clerk For City, AVpepved as to Fo By: _ Stephan L. Sheets, City Attorney Exhibit "A" Q-239 t e4 -43740.684J M Axon Enterprise, Inc. y Quote Expiration, 1W3V2019 17800 N 85th St Account Number, 107982 Scottsdale, Arizona 85255 Payment Terms: Net 30 United Stales Dol very Method: Fedex - Ground Phone: (800) 978-2737 SALES REPRESENTATIVE Jason Maxwell SHIP TO BILI. TO Daniel Samaripa Round Rock Police Dept. - TX Round Rock Police Dept, - TX 221 E. Main Street 2701 N. MAYS ST. ROUND ROCK, TX 78664 ROUND ROCK. TX 78665 US US Phone, (480) 502-6201 Email: jmaxwell@taser.com Fax: (480) 378-6152 PRIMARY CONTACT Daniel Samanpa Phone. (512) 218.55010 Ema'I dsamaripa@roundrocktexas.gov Initial Payment - Taser 60 Year 1 Item Description Quantity List Unit Net Unit Price Total (USD) Price Axon Plans & Packages 85176 TASER 60 YEAR 1 PAYMENT: X2 BASIC 11 34500 345.021 3,795.00 Hardware 22002 BLACK X2 CEW, HANDLE 11 0.00 0.0,"D 0.00 22012 TPPM, TACTICAL BATTERY PACK, PINKY 11 000 0 00 0.00 EXTENDER, X21X26P 22501 RIGHT-HAND HOLSTER, X2, BLACKHAWK 11 0.00 0.00 0.00 22151 25 FT SMART CARTRIDGE, X2 22 000 0.00 0.00 22151 25 FT SMART CARTRIDGE, X2 78 38.00 38.00 2,964.00 22157 25 FT NON-CONDUCTIVE TRAINING SMART 100 37.00 37.00 3,700.00 CARTRIDGE, X2 Subtotal 10,459.00 Estimated Shipping 0.00 Est mated Tax 0.00 Total +0,459.00 Taser 60 Year 2 - 2020 Item Description Quantity List Unit Net Unit Price Total (USD) Price Axon Plans & Packages 85177 TASER 60 YEAR 2 PAYMENT X2 BASIC 11 345.00 345.00 3,795.00 Subtotal 3,79500 Estimated Tax 0.00 Total 3,795.00 Q -23116443741 d, 6 t34JIM I Taker 60 Year 3 - 2021 Item Description Axon Pians & Packages 85178 TASER 60 YEAR 3 PAYMENT: X2 BASIC Taser 60 Year 4 - 2022 Item Description Axon Plans & Packages 85179 TASER 60 YEAR 4 PAYMENT: X2 BASIC Taser 60 Year 5 - 2023 Item Description Axon Plans & Packages 85180 TASER 60 YEAR 5 PAYMENT- X2 BASIC Exhibit "A" Quantity List Unit Net Unit Price Total (USD) Price 11 345.00 345.00 3,795.00 Subtotal 3,795.00 Estimated Tax 0.00 Total 3,795.00 Quantity List Unit Net Unit Price Total (USD) Price 11 345.00 345.00 3,795.00 Subtotal 3.795.00 Estimated Tax 0.00 Total 3,795.00 Quantity List Unit Net Unit Price Total (USD) Price 11 345.00 345.00 3,795,00 Subtotal 3,795.00 Estimated Tax 0.00 Total 3,795,00 Q-23116443740.684) M 2 Grand Total 25,639.00 AXON Exhibit "A" Summary of Payments Payment Amount (USD) Initial Payment - Taser 60 Year 1 10,459.00 Taser 60 Year 2 - 2020 3,795.00 Taser 60 Year 3 - 2021 3,795.00 Taser 60 Year 4 - 2022 3,795.00 Taser 60 Year 5 - 2023 3,795.00 Grand Total 25,639.00 Q 231164-43740.684JM Exhibit "A" TASER60 Terms and Conditions' This quote contains a purchase under the TASER 60 Ran. If your purchase only includes the TASER 60 Plan, CEWs, and CEW accessories, then this purchase is sole.y governed by the TASER 60 Terms and Conditions posted at. https:llwww axon. com. legausales-terms-and-conditions, and the terms and cond;l ons of Axon's Master Services and Purchasing Agreement do not apply to this order, You represent that you are lawfully able to enter into contracts and if you are entering into this agreement for an endly, such as the company, municipality. or government agency you work for, you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, do not sign the Quote. Tax s subject to change at order processing with valid exemption Axon's Sales Terms and Conditions This Quote is Iim led to and cond;tional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.comi'eaa'rsales-terms-and-candiiions). as we I as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applcable Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions By signing be'ow you represent [hat you are lawfully ab'e 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. Signature: Name (Print): PO# (Or write NIA): Date: Title: Please sign and email to Jas3n Maxwell at maxwel.@taser.com or fax to (480) 378-6152 Thank you for being a valued Axon customer. For your convenience an your next order, please check out our online store buy axon com Quote: 0-231164-43740.684JM 'Protect Ufe'a and TASERO are registered trademarks of Axon Enterprise Inc, registered In the U.S. X12013 Axon Enterprise, Inc All rights reserved. Q-231164-43740.684) M 4 AXON Exhibit T" Axon Enterprise, Inc.'s TASER 60 Basic Agreement This TASER 60 Basic Agreement ("Agreement) applies to Agency's TASER 60 Basic purchase from Axon Enterprise, Inc. ('Axon"). Agency will receive the TASER Conducted Energy Weapon ("CEW") hardware, accessories, warranty, and services documented in the attached Quote Appendix ("Quote') Term. The term start date is based upon the initial shipment date of the hardware covered under TASER 60 ("Start Date'. The TASER 60 terry; will end 5 years after the Start Date ("Term"). Payment Unless specified in the Quote, Axon will invoice Agency on the Start Date and then on the Start Date anniversary during the Term, if annual payments are elected. Payment is due net 30 days from the invoice. Payment obligations are non -cancelable. Agency will pay invoices without setoff, deduction, or withholding. Unless Agency provides Axon a valid and correct tax exemption certificate applicable to the purchase and ship -to location, Agency is responsible for all taxes associated with the order. Shinning. Axon may make partial shipments and ship from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon delivery to common carrier by Axon. Agency is responsible for any shipping charges in the Quote. Shipping dates are estimates only. If the Quote includes future deliveries of hardware, Axon will ship hardware to Agency's address on the Quote. 4 g2turns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. S Hardware t.imited Warranty. Axon warrants that Axon -manufactured hardware is free from defects in workmanship and materials for 1 year from the date of Agency's receipt. Axon warrants its Axon -manufactured accessories for 90 -days from the date of Agency's receipt. If the Quote includes an extended warranty, the extended warranty coverage begins on the Start Date and continues for the Term for the hardware covered by the extended warranty on the Quote. Used CEW cartridges are deemed to have operated properly. Non -Axon manufactured Devices are not covered by Axon's warranty. Agency should contact the manufacturer for support of non -Axon manufactured hardware. If Axon receives a valid warranty claim for Axon manufactured hardware during the warranty term, Axon's sole responsibility is to repair or replace the hardware with the same or like hardware, at Axon's option. Replacement hardware will be new or like new. Axon will warrant the replacement hardware for the longer of (a) the remaining warranty of the original hardware or (b) 90 -days from the date of repair or replacement. If Agency exchanges hardware or a part, the replacement item becomes Agency's property, and the replaced item becomes Axon's property. Before delivering hardware for service, Agency must upload hardware data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the hardware sent to Axon for service. Tiflel-Ex-hibit"B"to Axon Agreement - Round Roc Page 1 of 6 Department: Sales & Customer Service Version: 3.0 Release Date: 12/3/2019 Exhibit 93" ` AX ONAxon Enterprise, Int.'s TASER 60 Basic Agreement 6 Warmnly limitations. Axon's warranty obligations exclude damage related to (a) failure to follow instructions an product's use; (b) products used with products not manufactured or recommended by Axon; (c) abuse, misuse, intentional, or deliberate damage to the product; (d) force majeure; (e) products repaired or modified by persons other than Axon without the written permission of Axon; or (f) products with a defaced or removed serial number. To the extent permitted by law, the warranties and remedies set forth above are exclusive and Axon disclaims all other warranties, remedies, and conditions, whether oral or written, statutory, or Implied, as permitted by applicable law. If statutory or implied warranties cannot be lawfully disclaimed, then all such warranties are limited to the duration of the express warranty described above and limited by the other provisions contained in this Agreement. Axon's cumulative liability to any party for any loss or damage resulting from any claims, demands, or actions arising out of or relating to any Axon product will not exceed the purchase price paid to Axon for the product or if for services, the amount paid for such services over the prior 12 months preceding the claim. In no event will either party be liable for any direct, special, Indirect, Incidental, exemplary, punitive, or consequential damages, however caused, whether for breach of warranty, breach of contract, negligence, strict liability, tort or under any other legal theory. 7 Spare Product. Axon may provide Agency a fixed number of spares for TASER CEW hardware in the Quote ('Spare Products"). Spare Products will replace non-functioning units. If Agency uses a Spare Product, Agency must return non-functioning units to Axon, and Axon will repair or replace the non-functioning unit If Agency does not return Spare Products to Axon within 30 days of termination of this Agreement Axon will invoice Agency the MSRP then in effect for all unretumed Spare Products. 8 Product Warnings. See www.axon.com/legal for the most current Axon product warnings. 9 prlign Changes. Axon may make changes in the design of any of Axon's products and services without notifying Agency or making the same change to products and services previously purchased. Axon may replace end of life products with the next generation of that product without notifying Agency. 10 Termination. If payment for TASER 60 is more than 30 days past due, Axon may terminate Agency's TASER 60 plan by notifying Agency. Upon termination for any reason, then as of the date of termination: 10.1. TASER 60 extended warranties will terminate as of the date of termination and no refunds will be given. 10.2. Axon will invoice Agency the remaining MSRP for TASER 60 products received before termination. If terminating for non -appropriations, Axon will not invoice Agency if Agency returns the CEW, battery, holster, and unused cartridges to Axon within 30 days of the date of termination. Title: Exhibit W to Axon Agreement - Round 4 3 .DOCX #a—ge-2-3176 Department: Sales & Customer Service Version: 3.0 Release Date: 12/3/2019 Exhibit T" AXON Axon Enterprise, Inc.'s L TASER 60 Basic Agreement 10.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER 60 plan. 11 Delays Axon will use reasonable efforts to deliver products and services as soon as practicable. If delivery is interrupted due to causes beyond Axon's control, Axon may delay or terminate delivery with notice. 12 Proprietary Information. Agency agrees 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. Agency will not directly or indirectly cause any proprietary rights to be violated. 13 Export Compliance. Each party will comply with all import and export control laws and regulations. 14 Assignment Agency may not assign or transfer this Agreement without Axon's prior written approval. 1s Severability. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute that might,arise between the parties. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 16 Governing Law, Menu The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between the Parties. The United Nations Convention for the international Sale of Goods does not apply to this Agreement. 17 Entire Agreement This Agreement, including the appendices, represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. Each representative identified below declares they have been expressly authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Agency Signature: Signature: Name: Name: Title: Title: Title: Exhibit to Axon Agreement - Round Rock PD - TASERWO-M437003).DOCX Page3 a Department: Sales & Customer Service Version. 3.0 Release Date: 12/3/2019 AXON Date: Exhibit "B" Axon Enterprise, Int.'s TASER 60 Basic Agreement Date.- Title: e: x t ' to Axon Agreement - Round oc ER Page 4 a 6 Department: Sales & Customer Service Version: 3.0 Release Date: 12/3/2019 Exhibit "B" �Axon Enterprise, int.'s ,,� �JON ASER 60 Basic Agreement Professional Services Appendix (only applies if Agency purchase CEW Professional Services) Utilization of Services. Agency must use pre -paid professional services as outlined in the Quote and this Appendix within 5 months of the Effective Date. CEW Services Packaraes are detailed below: System set up and configuration • Configure Axon Evidence categories & custom roles based on Agency need. • Troubleshoot IT issues with Axon Evidence. + Register users and assign roles in Axon Evidence. • For the CEW Full -Service Package: On-site assistance included j For the CEW Starter Package: Virtual assistance included _ jDedicated Project Manager Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Pr2ject Manager will be assigned to Agency 4-5 weeks before rollout_ Best practice implementation planning session to: • Provide considerations for the establishment of CEW policy and system operations best practices based on Axon's observations with other agencies • Discuss the importance of entering metadata and best practices for digital data management • Provide referrals to other agencies using TASER CEWs and Axon Evidence • For the CEW Full -Service Package: On-site assistance included • For the CEW Starter Package: Virtualassistance included i System Admin and troubleshooting training sessions On-site sessions providing a step-by-step explanation and assistance for Agency's configuration of security, roles & permissions, cateoories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training Provide training on the Axon Evidence to educate instructors who can support Agency's subsequent Axon Evidence training needs. For the CEW Full -Service Package: Training For up to 3 individuals at Agency _ • For the CEW Starter Package: Training for up to l individual at Agency TASER CEW inspection and device assignment Axon's on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence. Post go -live review For the CEW Fall -Service Package: On-site assistance included. For the CEW Starter Package: Virtual assistance included. Out of EMU services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule. Title: Ex Iblt "B" to Axon Agreement - Round Roc D - TASER 60 (00437083 ).DO X Page 5 of 9 Department: Sales & Customer Service Version: 3.0 Release Date: 12/3/2019 Exhibit T" A XO N Axon Enterprise, Inc.'s TASER 60 Basic Agreement 4 Delivery of Services Axon personnel will work Monday through Friday, 8:30 a.m, to 5:30 p.m., except holidays. Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Agency travel time by Axon personnel to Agency premises as work hours. 5 Access Computer Systems to Perform $e vrcces. Agency authorizes Axon to access relevant Agency computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Agency. Agency is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Agency. 6 Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Devices ('User Documentation"). User Documentation will include all required environmental specifications for the professional Services and Devices to operate per the Device User Documentation. Before installation of Devices (whether performed by Agency or Axon), Agency must prepare the location(s) where Devices are to be installed ('Installation site') per the environmental specifications in the Device User Documentation. Following installation, Agency must maintain the Installation Site per the environmental specifications. If Axon modifies Device User Documentation for any Devices under this Agreement, Axon will provide the update to Agency when Axon generally releases it 7 Acceptance. When Axon completes professional Services, Axon will present an acceptance form ("Acceptance Form") to Agency. Agency will sign the Acceptance Form acknowledging completion. If Agency reasonably believes Axon did not complete the professional Services in substantial conformance with this Agreement, Agency must notify Axon in writing of the specific reasons for rejection within 7 calendar days from delivery of the Acceptance Form. Axon will address the issues and re -present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within 7 calendar days of delivery of the Acceptance Form, Axon will deem Agency to have accepted the professional Services. 8 Agency etwor For work performed by Axon transiting or making use of Agency's network, Agency is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Agency's network from any cause. OOkXON, Axon, and TASER are trademarks of Axon Enterprise, Inc, some of which are registered in the US and other countries. For more information, visit wwwaxon.comAecial. All rights reserved. ® 2019 Axon Enterprise, Inc. Title: x t 8 to Axon Agreement -Roundc PD - 60 37Di33 . age 6 a 6 Department: Sales & Customer Service Version: 3.0 Release Date: 12/3/2019 Exhibit "C" GATED: JULY 2011 ROUND M Ai ems �mvm�a CITY OF ROUND ROCK INSURANCE REQUIREMENTS 1.1. Certificates of Insurance and endorsements shall be furnished to the City and approved by the City before work commences. 1.2. The following standard insurance policies shall be required: 1.2.1. General Liability Policy 1.2.2. Automobile Liability Policy 1.2.3. Worker's Compensation Policy 1.3. The following general requirements are applicable to all policies: 1.3.1. Only insurance companies licensed and admitted to do business in the State of Texas shall be accepted. 1.3.2. Deductibles shall be listed on the Certificate of Insurance and are acceptable only on a per occurrence basis for property damage only. 1.3.3. Claims made policies shall not be accepted, except for Professional Liability Insurance. 1.3.4. Upon request, certified copies of all insurance policies shall be fumished to the City. 1.3.5. Policies shall Include, but not be limited to, the following minimum limits: 1.3.5.1. Minimum Bodily Injury Limits of $300,000.00 per occurrence. 1.3.5.2. Property Damage Insurance with minimum limits of $50,000.00 for each occurrence. 1.3.5.3. Automobile Liability Insurance for all owned, non -owned, and hired vehicles with minimum limits for Bodily Injury of $100,000.00 each person, and $300,000.00 for each occurrence, and Property Damage Minimum limits of $50,000.00 for each occurrence. 1.3.5.4. Statutory Worker's Compensation Insurance and minimum $100,000-00 Employers Liability Insurance. 1.3.6. Coverage shall be maintained for two years minimum after the termination of the Agreement. 1.4. All insurance and bonds shall most the requirements of the solicitation specification and the Insurance endorsements stated below. 1.5. Vendor agrees that with respect to the required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following provisions: 1.5.1. Provide for an additional insurance endorsement clause declaring the Vendors insurance as primary. 1.5.2. Name the City and its officers, employees, and elected officials as additional insured's, (as the interest of each Insured may appear) as to all applicable coverage. 1.5.3. Provide thirty days' notice to the City of cancellation or non -renewal. 1.5.4. Provide for notice to the City at the addresses listed below by registered mail. Page 1 c14 Exhibit T" DATER: JULY 2011 1!0liNDlrOGCT�7GlS ;=��rmn 1.5.5. Vendor agrees to waive subrogation against the City, its officers, employees, and elected officials for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance. 1.5.6. Provide that all provisions of the agreement concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. 1.5.7. All copies of the Certificate of Insurance shall reference the project name, solicitation number or purchase order number for which the insurance is being supplied. 1.5.8. All notices shall be mailed to the City at the following addresses: Assistant City Manager City Attorney City of Round Rock City of Round Rock 221 East Main 309 East Main Round Rock, TX 786645299 Round Rock, TX 78664 2. WORKERS COMPENSATION INSURANCE 2.1. Texas Labor Code, Section 406.098 requires workers' compensation insurance coverage for all persons providing services on building or construction projects for a governmental entity. 2.1.1. Certificate of coverage ("certificate') - A copy of a certificate of insurance, a certificate of authority to self -insure issued by the Texas Workers' Compensation Commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 2.1.2. Duration of the project - includes the time from the beginning of the work on the project until the CONTRACTOR'Slperson's work on the project has been completed and accepted by the OWNER. 2.2. Persons providing services on the project ("subcontractor") In Section 406.096 — includes all persons or entities performing all or part of the services the CONTRACTOR has undertaken to perform on the project, regardless of whether that person contracted directly with the CONTRACTOR and regardless of whether that person has employees. This includes, without limitation, Independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity, which furnishes personsto provide services on the project. "Services' include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not Include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 2.3. The CONTRACTOR shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONTRACTOR providing services on the project, for the duration of the project. 2.4. The CONTRACTOR must provide a certficate of coverage to the OWNER prior tobeing awarded the agreement. 2.5. If the coverage period shown on the CONTRACTOR'S current certificate of coverage ends during the duration of the project, the CONTRACTOR shall, prior to the end of the coverage period, file a new certificate of coverage with the OWNER showing that coverage has been extended. 2.6. The CONTRACTOR shall obtain from each person providing services on a project, and provide to the OWNER: 2.6.1. a certificate of coverage, prior to that person beginning work on the project, so the OWNER will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 2 of 4 Exhibit "C" DATED, JULY 2011 ROUNDre�w. 2.6.2. no later than fourteen (14) calendar days after receipt by the CONTRACTOR, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 2.7. The CONTRACTOR shall retain all required certificates of coverage for the duration of the project and for one (1) year thereafter. 2.8. The CONTRACTOR shall notify the OWNER In writing by certified mail or personal delivery, within ten (10) calendar days after the CONTRACTOR knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. 2.9. The CONTRACTOR shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. 2.10. The CONTRACTOR shall contractually require each person with whom it contracts toprovide services on a project, to: 2.10.1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, that meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all its employees providing services on the project, for the duration of the project; 2.10.2. provide to the CONTRACTOR, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on a project, for the duration of the project; 2.10.3. provide the CONTRACTOR, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 2.10.3.1. obtain from each other person with whom it contracts, and provide to the CONTRACTOR: 2.10.3.1.1. a certificate of coverage, prior to the other person beginning work on the project; and 2.10.3.1.2. a new certificate of coverage showing extension of coverage. prior to the end of the coverage period, if the coverage period shown- on the current certificate of coverage ends during the duration of the project 2.10.3.2. retain all required certificates of coverage on file for the duration of the project and for one (1) year thereafter; 2.10.3.3. notify the OWNER in writing by certified mail or personal delivery, within ten (10) calendar days after the person knew or should'have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 2.10.3.4. contractually require each person with whom it contracts, to perform as required by paragraphs (2.1 thru 2.7), with the certificates of coverage to be provided to the person for whom they are providing services. 2.10.3.5. By signing the solicitation associated with the specification, or providing, or causing to be provided a certificate of coverage, the Contractor is representing to the Owner that all employees of the Contractor who will provide services on the project will be covered by workers' oompensation coverage forthe duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the Commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the Contractor to Page 3 of 4 Exhibit "C" JrRMINDMR�00LTMWDATED: JULY 2011 EWERM administrative penalties, criminal penalties, civil penalties, or other civil actions. 2.10.3.6. The Contractors failure to comply with any of these provisions is a breach of contract by the Contractor that entities the Owner to declare the agreement void if the Contractor does not remedy the breach within ten (10) calendar days after receipt of notice of breach from the owner. Page 4 of 4 City of Round Rock ?:ROU.ND Agenda Item Summary Agenda Number: Title: Consider executing an Agreement with Axon Enterprises, Inc. for the purchase of TASER equipment. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 1/24/2020 Dept Director: Police Chief Allen Banks Cost: $25,639.00 Indexes: General Fund Attachments: Axon CMAF, Axon Contract Department: Police Department Text of Legislative File CM -2020-029 Round Rock Police Department officers are assigned TASER Inc. Conducted Electricity Weapons (CEWs) as a required piece of equipment that is necessary for performance of their duties. This purchase would cover the cost of the required equipment and accessories in addition to an extended warranty that will cover all replacements for fiver years. The initial purchase cost for 11 TASERs, accessories, and the first year of extended warranty totals $10,459. The extended warranty is $3,795 annually. The total cost of the initial purchase and subsequent four years is $25,639. This warranty will cover routine maintenance and replacements that result from use. Based on the fact that TASER International is a sole source provider of the product, there was not a solicitation of bids for this contract. Cost: $25,639.00 Source of Funds: General Fund C11y of Round Rock Page 1 Printed an 1/2412020