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Agenda Packet_2026-02-03
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Agenda Packet_2026-02-03
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City Clerk
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Agenda Packet
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City Council
Date
2/3/2026
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Docusign Envelope ID: 030D2B63-5582-4D40-9D78-224202894BCB <br /> ` AXON Master Services and Purchasing Agreement <br /> than as permitted in thisAgreement;or(d) use of Axon Products that is not the most current software release provided <br /> by Axon. <br /> 16. Customer Responsibilities. Customer is responsible for (a) Customer's use of Axon Devices; (b) Customer or a <br /> Customer-authorized user's breach of thisAgreement or violation of applicable law; (c) disputes between Customer <br /> and a third-party over Customer's use of Axon Devices; (d) secure and sustainable destruction and disposal of Axon <br /> Devices at Customer's cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal <br /> of Axon Devices. <br /> 17. Termination. <br /> 17.1. For Breach.A Party may terminate this Agreement for cause if it provides thirty(30) days written notice of the <br /> breach to the other Party, and the breach remains uncured thirty (30) days after written notice. If Customer <br /> terminates this Agreement due to Axon's uncured breach, Axon will refund prepaid amounts on a prorated <br /> basis based on the effective date of termination. <br /> 17.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer <br /> may terminate this Agreement. Customer will deliver notice of termination under this section as soon as <br /> reasonably practicable. <br /> 17.3. Effect of Termination. Upon termination of thisAgreement, Customer rights immediately terminate. Customer <br /> remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon <br /> Devices for less than the manufacturer's suggested retail price("MSRP")and thisAgreement terminates before <br /> the end of the Term,Axon will invoice Customer the difference between the MSRP for Axon Devices procured, <br /> including any Spare Axon Devices, and amounts paid towards those Axon Devices. Only if terminating for non- <br /> appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the <br /> standalone price of the individual Axon Device at the time of sale. For multiple Axon Devices that may be <br /> combined as a single offering on a Quote, MSRP is the standalone price of all individual components. <br /> 18. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the <br /> nature of the information or circumstances surrounding disclosure, should reasonably be understood to be <br /> confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the <br /> other Party's Confidential Information. Unless required by law, neither Party will disclose the other Party's Confidential <br /> Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is <br /> Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon <br /> Confidential Information, to the extent allowed by law, Customer will provide notice to Axon before disclosure.Axon <br /> may publicly announce information related to thisAgreement. <br /> 19. General. <br /> 19.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party's <br /> reasonable control. <br /> 19.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind <br /> the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or <br /> employment relationship between the Parties. <br /> 19.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. <br /> 19.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; <br /> religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical <br /> conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national <br /> origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal <br /> law. <br /> 19.5. Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including <br /> without limitation, import and export control laws and regulations as well as firearm regulations and the Gun <br /> Control Act of 1968. Customer acknowledges that Axon Devices and Services are subject to U.S. and <br /> international export control laws, including the U.S. Export Administration Regulations (EAR)and International <br /> Traffic in Arms Regulations (ITAR). Customer represents and warrants that neither it nor any End User is a <br /> "Restricted Person," meaning any individual or entity that(1) is subject to U.S. sanctions or trade restrictions, <br /> (2) appears on any U.S. government restricted party list, (3) engages in prohibited weapons proliferation <br /> activities, or (4) is owned or controlled by, or acting on behalf of, such persons or entities. Customer must <br /> promptly notify Axon of any change in status, and Axon may terminate this Agreement if Customer or any End <br /> User becomes a Restricted Person or violates export laws. <br /> 19.6. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent. Axon <br /> for <br /> Ver&Lot-L QU11 — <br /> Retease Date:August 2025 Page 4 of 42 <br />
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