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HomeMy WebLinkAbout18-74 Resolution No. 18-74 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH AXON ENTERPRISE, INC. REGARDING THE PURCHASE OF TASER CONDUCTED ELECTRICAL WEAPONS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a purchase agreement on behalf of the City of Elgin with Axon Enterprise, Inc. regarding the purchase of 109 Axon Taser X2 Taser conducted electrical weapons and related equipment, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 11, 2018 Adopted: July 11, 2018 • Omnibus Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 11th day of July, 2018, by and • between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Axon Enterprise, Inc., a Delaware Corporation(hereinafter referred to as "AXON" or "Seller"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. City shall purchase, and AXON shall sell the-goods described and pursuant to the terms and provisions of Attachments A and B, attached hereto and made a part hereof. 2. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. AXON hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and AXON agrees that service by first class U.S. mail to Axon Enterprises, Inc., do CT Corporation System, 208 S. LaSalle Street, Suite 814, Chicago, Illinois 60604 shall constitute effective service. Both parties hereto waive any rights to a jury. • 3. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 4. This agreement-embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all • previous communications, representations or agreements, either verbal, written or implied between the parties hereto. 5. AXON hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 6. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of this agreement shall remain in full force and effect. 7. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, AXON shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, AXON hereby certifies, represents and warrants to the City that all of AXON'S employees and/or agents who will be providing products and/or services with.respect to this agreement shall be legally authorized to work in the United States. AXON shall also,:at its expense, secure all permits and licensespay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of AXON, including, but not limited to federal I-9 forms to determine AXON'S compliance with the provisions of this section regarding the lawful authorization of AXON'S employees to work in the United States. In the event the City proceeds with such an audit, AXON shall make available to the City AXON'S relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 8. This'agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of airy party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these__purposes as _an original signature and shall have the same legal effect as an original signature. Any such faxed or e- mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 9. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A (or the AXON Master Services and Purchasing Agreement or other agreements, terms, or conditions referenced therein, whether expressly or by implication) attached hereto, the terms and provisions of this purchase agreement shall control; provided, however that Attachment B shall apply. 10. City shall pay the total sum of $160,645.00 within thirty (30) days of delivery and performance or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of all freight,shipping and applicable taxes. 11. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages,or any damages resulting from loss of profit. 12. Notwithstanding anything to the contrary herein, in no event shall the City's good faith compliance with the Illinois Freedom of Information Act(5 ILCS 140/1, et. seq.) be construed as or constitute a breach of this agreement;'nor shall such good faith compliance engender any liability of any nature. 13. Transfer of title and risk of loss shall pass to the City upon delivery of the goods. All transportation,delivery and payment of any taxes on income shall be at AXON'S sole expense. AXON ENTERPRISES, INC. CITY • _.-LGIN - TipetD2_4— )62,1J c-cz-e- 7 Print Name Richard 7 ozal, City Manager . Attes Lit -AL Signature City Cle \IP, sor,-ssz,,,_:„.6 s Title F:\Legal Dept\Agreement\Purchase Agreement-Axon Enterprises-6-15-18.docx 2 • ATTACHMENT A Q-168314-43269.772RB Issued 06/18/2018 y Quote'.Eicpiration:07/31/2018 J Axon Enterprise, Inc. i �=� - - 17800 N 85th St. Account Number 200571 anis Scottsdale,Arizona 85255 • Start Date: 05/24/2018 United States Payment Terms:Net 30 Phone:(800)978-2737 Delivery Method: Fedex-Ground SALES REPRESENTATIVE Ron Bellendier. SHIP.-TO BILL TO- - - - - - ----Phone:•6023266249----- Todd Pavoris ELGIN POLICE DEPT.- IL Email:ron@taser.com ELGIN POLICE DEPT.- IL 151 DOUGLAS AVE Fax: 151 DOUGLAS AVE ELGIN, IL 60120 PRIMARY CONTACT ELGIN, IL 60120 US Todd Pavoris US Phone:(847)289-2528 Email:pavoris_t@cityofelgin.org • Group1 • i Item - Y Description Quantity_ = • Net.UnityPric70,f-- Total(USD)<- 1.Hardware = ` _ _. �, __ . _ �. _ ' 22150 15 FT SMART CARTRIDGE,X2 250 34.00 34.00 8,500.00 22151 25 FT SMART CARTRIDGE,X2 250 36.00 36.00 9,000.00 22501 RIGHT-HAND HOLSTER,X2, BLACKHAWK 109 75.00 75.00 8,175.00 TPPM, TACTICAL BATTERY PACK, PINKY 22012 120 62.00 62.00 7,440.00 EXTENDER,X2/X26P 22003 YELLOW X2 CEW,HANDLE 109 1,170.00 1,170:00 127,530.00 Subtotal 160,645.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 160,645.00 • GrandrT II' 1.60;6451.001 • • • • Q-168314 43269.77286 >P,rotect'Life • Axon's-Sales-Terms and Conditions By signing this document,you certify that you have read and agree to the provisions set forth in this document and Axon's Master Services and Purchasing Agreement(MSPA), posted at https://www.axon.com/legal/sales-terms-and-conditions,as well as the attached Statement of Work(SOW)for Axon Fleet and/or Axon Interview Room purchase,if applicable.You represent that you are legally authorized to sign this Agreement on behalf of your entity. If you do not have this authority,please do not sign this document. Signature: Date: Name(Print): Title: PO# (Or write NIA):_ Please sign and email to Ron Bellendier at ron @taser.com or fax to Thank you for being a valued Axon customer.For your convenience on your next order,please check out our online store buv.axon.com Quote: Q-168314-43269.772RB 'Protect Life'0 and TASER®are registered trademarks of Axon Enterprise,Inc,registered in the U.S.m 2013 Axon Enterprise,Inc.All rights reserved. • • • 0-1683 i 4-4:3269.772RB r �Pcolect L°ife: .. • • HI IAUt-IMtIVI b Axon Enterprise, Inc.'s Hardware Warranty,Limitations and Release for ' I Law Enforcement CEW Products and On-Officer Cameras(U.S.and Canada) i (Effective October 25,2017) r The following Axon Enterprise, Inc. (Axon)warranty Dock,Axon Dock,Axon Signal Sidearm,TASER CAM instructions relating to the product's use;(b)damage provisions arelapplicable on all sales or transfers of Axon HD,X2,X26,and X26P' caused by use with non-Axon products or from the use of Law Enforcement:Products, including TASER conducted The optional extended warranty,when available, may cartridges, batteries or other parts,components or electrical weapons(CEWs), on-officer audio/video only be'purchased at the time of product point of sale. accessories that are not manufactured or recommended cameras and related accessories.' The term"Purchaser" The extended warranty runs from the date of receipt of by Axon; (c)damage caused by abuse,misuse, means any purchaser,possessor,or user of the Axon the extended warranty through the balance of the 1-year intentional or deliberate damage to the product,or force brand product;.BY USING THE AXON PRODUCT YOU limited warranty plus the term of the extended warranty majeure; (d)damage to'a product or part that has been ARE AGREEING TO BE BOUND BY THE TERMS OF measured after the expiration of the 1-year limited repaired or modified by:persons other than Axon THE WARRANTY AS SET OUT BELOW. warranty. Purchaser may not buy more than one authorized personnel ori without the written permission of Manufacturer's Limited Warranty? extended warranty for any one specific product.The Axon;or,(e)if any Axon serial number has been removed Axon warrants that its Law Enforcement Hardware extended warranty does not cover user-removable battery or defaced. ? Products3 are free from defects in workmanship and replacement, abuse, intentional or deliberate damage to Axon provides an additional limited warranty on third- materials for a!period of ONE.(1)YEAR from the date of the product,or force majeure during the extended party holsters used in conjunction with the Signal Sidearm receipt. CEW cartridges and Smart cartridges that are warranty period.6.7 For customers who purchase an sensor.Assuch;fora period of ONE(1)YEAR from the expended are(deemed to have operated properly.4 Axon- extended warranty Axon warrants it will repair or replace date of shipment of Axon Signal Sidearm• to Purchaser, Manufactured lAccessories5 are covered under a limited the Axon product,which fails to function for any reason Axon will provide.a credit based on the MSRP of the 90-DAY warranty from the date of receipt. Non-Axon not excluded by this warranty,during the extended holster to the•Purchasei for damage caused to the holster manufactured accessories are covered under the warranty period with the same or like product,at Axon's directly by Axon Signal'Sidearm,other than holster manufacturer's warranty. In the event any country or state option. Purchaser may not buy a new extended warranty installation points arid'ordinary wear and tear, up to a imposes a longer express warranty term than that for any replacement or repaired product which is replaced maximum of$150.00,'provided that(a)the Purchaser has described in this warranty document,then the country or or repaired under the extended warranty. a valid warranty claim forthe holster and(b)the third state's term will take precedence• . Exclusions and Limitations party manufacturer will hot honor the warranty claim due If a valid warranty claim is received by Axon within the A replacement product will be new or like new and have to Axon Signal Sidearmvoiding the Purchaser s holster warranty period,Axon agrees to repair or replace the the remaining warranty period of the original product or 90 warranty.Axon reserves the right to validate compliance product whichtAxon determined in its sole discretion to be days from the date of replacement or repair,whichever with the above. • defective unifier normal use,as defined in the product period is longer.When a product or part is exchanged, This warranty is subject to the proper use and installation instructions.•Axon's sole responsibility under this warranty any replacement item becomes Purchaser's property and of the Axon Signal Sidearm as detailed in the Axon Signal is to either repair or replace with the same or like product, the replaced item becomes Axon's property.After the Sidearm Assembly Guide.As such,Axon will not be at Axon's option. warranty period,Axon may, at its sole option,repair or responsible and this limited warranty does not extend to , Optional ExteInded Hardware Warranty for Axon Flex, replace a Axon product for a fee. the repair, replacement or warranty of a holster used in Axon Flex 2,Axon Body,Axon Body 2,Evidence.com This warranty does not apply and Axon will not be conjunction with the Axon Signal Sidearm that incurs responsible for any loss,data loss, damage,or other damage not directly caused by use of the Axon Signal liabilities arising from: (a)damage from failure to follow Sidearm. Use of the Axon Signal Sidearm with 1 The warranty does not apply to software or services offered for,by, °Broken blast doors are not covered under Axon's limited warranty. extended warranty,replacement of the Axon Flex camera battery and on,or through the Axon.com orEvidence.comwebsites.This 5 Axon-Manufactured Accessories Include,but are not limited to: Axon Flex 2 camera battery are covered,but replacement of the warranty only applies to hardware. batteries;battery chargers;carrying cases;cables;docking bars; Axon Flex controller battery,/Axon Flex 2 controller battery,and Axon 2 A product's estimated useful life or expiration date may not be the USB data download kits;headbands;holsters;mounts;DPM,XDPM, Body 2 battery are not covered. product's warranty expiration date. CDPM,PPM,TPPM,APPM,XPPM,TPM,SPPM,and Shockwave 7 Axon will provide the Purchaser with 2 extra batteries for each Axon a Axon LawiEnforiement Hardware Products include TASER X2, Power Magazine modules;Axon Signal Unit(ASU);and the X-Rail Signal Sidearm unit upon the Initial shipment.In the event the Agency X26,and X26P CEWs.Simulation Handles assembled by TASER, mounting system. needs additional batteries during the Axon Signal Sidearm Term,the TASER CAM and TASER CAM HD recorders,CEW cartridges,and 6 The manufacturer's limited warranty provides coverage for Axon Purchaser may request the batteries through Axon's RMA process.. Smart cartridges,lAxon Flex camera(including the universal magnetic Flex camera,Axon Flex 2 camera,Axon Flex controller,Axon Flex 2 clip),Axon Flex 21camera,Axon Body 2 camera,Axon Fleet camera, controller,or Axon Body 2 batteries that have failed or are exhibiting i Evidence.coni Docks,and Axon Docks. diminished capacity as result of a manufacturing defect.Under the Tile ix-%Fletdare Warmthtioittism nod Muse tar taw fa rrmrn UV Prcdoes old os-0ririrCameras NS and cr►ds) OWarinfft 18911 Veadorc SIA Page 1 of 2 AA AXON • • Axon Enterprise, Inc.'s Hardware Warranty, Limitations and Release for Law Enforcement CEW Products and On-Officer Cameras(U.S.and Canada) (Effective October 25,2017) accessories,peripheral equipment and other products of essential purpose of any exclusive remedy indicated in the appropriate product user manual or quick a similar type,condition and standard other than provided in this warranty. Some local laws do start guide. prescribed by the holster manufacturer or Axon will void not allow for the limitation or exclusion of Failure to provide the required information for the returned this warranty. Please refer to the manufacturer for liability for incidental or consequential product will delay the return of the repaired or replaced information onlyour holster warranty.Axon disclaims all damages,so the above limitation or exclusion item. If Purchaser fails to provide the required information, other warranties,express or implied. including the RMA number,then Axon assumes no • I may not apply to you.Any repair to or To the extent permitted by law,this warranty liability for loss of the returned product.Any Axon product and the remedies set forth above are exclusive replacement of any product under this warranty that has not been paid for,when required,or for which the • may result in a loss of programs or data. required information has not beenprovided duringa and in lieu of all other warranties, remedies, and q conditions,whether oral or written,statutoryy, Release period of 90 days after receipt of the Axon product by express or implied, as permitted by applicable Purchaser agrees to release Axon from any and Axon is deemed abandoned and Axon may dispose of the law.Axon specifically disclaims any and all all liability arising out of the deployment, use,or Axon product without any liability,compensation,or, statutory or;implied warranties, including misuse of the Axon product, including any further notification to Purchaser. without limitation,warranties of merchantability, claims for damages and personal injuries. Before you deliver your product for warranty service,it is your responsibility to upload the data contained in the design,fitness for a particular purpose, arising Purchaser agrees to assume all risks of loss product to the Evidence.com services or download the from a course of dealing, usage or trade and all liability for any damages.and personal 9 product and keep a separate backup copy of the warranties against hidden or latent injury which may result from the deployment, practice, g contents. During warranty service the contents of the defects,and warranties against patent use,or misuse of the Axon product.Axon is not storage media will be deleted and reformatted.Axon is infringement. If statutory or implied warranties liable for the failure of the Axon product to not responsible for any loss of software programs,data, cannot be lawfully disclaimed,then all such perform and Axon is not liable for any.claims or other information contained on the storage media or warranties are limited to the duration of the made by a third party or by Purchaser for or on any other part of the product services.The product will be express warranty described above and limited behalf of a third party. returned to you configured as originally purchased, tPurchaser Responsibilities and Product Registration subject to applicable firmware updates.Recovery and by the otherprovisions contained in this I reinstallation of software programs and user data are not warranty document. Purchaser should update product software and/or covered under this warranty.If you require attempted data firmware as theybecome available through Axon, as well The remedies provided for in the above warranty 9 recovery this must be specifically requested(and a fee as perform periodic data uploads to Evidence.com are expressly in lieu of any other liability Axon services or download/backup copies of the information, may be required)or the,contents of your product will be have.Axon's Cumulative liabili to anydeleted and the storage:media reformatted in the course ma y , ty data,and/or video contained on the Axon product storage of warranty service. party for any loss or damage resulting from any media to protect the contents and as a precaution against claims,demands• ,or actions arising out of or possible operational failures. General • relating to any Axon product will not exceed the To register your Axon product, please go to This warranty supersedes any prior,contrary,or purchase price paid to Axon for the product. In www.axon.com/register. Registration of your product additional representations,whether written or oral.This no event will Axon be liable for any direct, allows Axon to contact you with important product no is Axon's only hardware warranty and may not special, indirect, incidental, exemplary, punitive notifications and provides a record in case of product loss be changed or enlarged by any agent,employee, or consequential damages, however caused, or theft. Registration is voluntary and failure to register will distributor,dealer,or other person.This warranty,including any extended warranty, is non-transferable. whether for breach of warranty, breach of not diminish your limited warranty rights. o AXON,Axon,Axon Body 2,Axa,Flex,Axon Flex 2,Axon Dock,Axon Fleet,Axon contract, negligence,strict liability,tort or under Warranty Repair Procedure Signal Sidearm,Evidence.com Evidence Sync,Shockwave,Smart Cartridge,TASER any other legal theory,even if Axon has been For warranty return and repair procedures,including CAM,X2,X26,X26P,x-Rail,'Protect Ufe,"ProtectTruth;and TASER are trademarks of possibility g troubleshootingguides, pleasegoto Axon's websites Axon Enterprise,Inc.,some of which are registered in the US and other countries.For advised of the ossibilit of those damages or if more information,visit www.axon.condlegat.All rights reserved.©2017 Axon Enterprise, those damages could have been reasonably WNW.axon.conilsu000rt or-www.evidence.com,as Inc. foreseen,and notwithstanding any failure of . 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