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HomeMy WebLinkAbout2018-12-18; City Council; Resolution 2018-214Exhibit 1 RESOLUTION NO. 2018-214 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE PURCHASE OF 80 REPLACEMENT TASER DEVICES AND CARTRIDGE REPLACEMENT PLAN FROM AXON ENTERPRISES, INC. IN AN AMOUNT NOT TO EXCEED $186,535. WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the public interest in the pursuit of public safety to authorize the police department to enter into a contract with Axon Enterprises, Inc. for 80 replacement Taser weapons and unlimited cartridge replacements for 119 police officers; WHEREAS, the contract will also include a one-year limited warranty and a four-year extended warranty for hardware and spare parts; and WHEREAS, the police department has enough funds in its operating budget for the purchase not to exceed $186,535; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. The amount of the Taser purchase will not exceed· $186,535 (Attachment A). The Police Department will use available funds from its operating budget to make the purchase. 3. That the Mayor is hereby authorized to execute the Axon Enterprise, lnc.'s unlimited cartridge plan terms and conditions (Attachment A). PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 18th day of December, 2018, by the following vote, to wit: AYES: NOES: ABSENT: M. Hall, K. Blackburn, P. Bhat-Patel, C. Schumacher, B. Hamilton. None. None. 1tW1U MATT HALL, Mayor (SEAL) December 18, 2018 Item #2 Page 3 of 12 Complimentary Hardware (NO COST) (Continued) Item Description Quantity Hardware (Continued) 22010 PPM, STANDARD BATTERY PACK, X2/X26P Q-178320-43432.006BS 2 List Unit Price 62.00 Net Unit Pri ce Total (USO) 0 00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Grand Total I 186,534.87 Protect Life. December 18, 2018 Item #2 Page 5 of 12 Notes National Purchasing Partners (NPP) -CEW Contract No. VH11630 used for pricing and terms. NPPGov Member ID: M-5760423 Axon's Sales Terms and Conditi ons This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at 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. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able 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 N/A): Date: Title: Please sign and email to Brad Sweeney at bsweeney@taser.com or fax to (480) 999-6158 Thank you for being a valued Axon customer. For your convenience on your next order, please check out our on line store buy.axon.com Quote Q-178320-43432.006BS 'Protect Life'© and TASER® are registered trademarks of Axon Enterprise, Inc, registered in the U.S.© 2013 Axon Enterprise, Inc. All rights reserved. Q-178320-43432.0068S 4 Protect Life. December 18, 2018 Item #2 Page 7 of 12 J\AXON Certificate of Destruction IMPORTANT Customer certifies that all Products will be removed from service to be destroyed and/or rendered permanently nonfunctional. Products must not be resold or redistributed. Destruction of Products should be performed according to Customer's policy. Axon is not responsible for Product warranty or any liability related to Products certified as destroyed, and re serves the right to require verification that destruction has been performed. The undersigned represents and warrnnts tha t he/she is duly authorized and has legal capacity to execute and deliver this Certificate of Destruction on behalf of the Agency. Carlsbad Police Dept. -CA Product(s) to be Destroyed Quantity Signature Date Name (Print) Title Return this signed form, and your purchase order/quote (if applicable) to your sales representative and our returned materials authorization department at rma@axon.com. Axon, TASER, M26, X26, Axon Body, Axon Body 2, Axon Dock, Axon Flex, Axon Flex 2, Axon Fleet, and the "Delta Axon Logo" are trademarks of Axon Enterprise, Inc., registered in the US and other countries. For more information, visit www.axon.com/legal. All rights reserved.© 2018 Axon Enterprise, Inc. ~!~a~::~;a~:.:~Des!rnct,on Q-17832Q-43432.QQ6BS =~-5 Protect Life. December 18, 2018 Item #2 Page 8 of 12 )\AXON Axon Enterprise, lnc.'s Unlimited Cartridge Plan Terms and Conditions These Axon Enterprise, Inc. (Axon) Unlimited Cartridge Plan Terms and Conditions (Agreement) apply to your (Agency) purchase under the Axon Unlimited Cartridge Plan (UCP). In the initial delivery, and each year thereafter, the Agency will receive 3 training cartridges. For the initial delivery of duty cartridges, X26 users will receive 2 duty cartridges, while X2 users will receive 3 duty cartridges. One PPM battery per user will be delivered to the Agency in Year 3 of this Agreement, unless otherwise requested. In the event the Agency is purchasing UCP for use with TASER CAM, the Agency will not receive the PPM or a substitute. 1. UCP Term. The UCP Term start date is based upon the ship date of the initial delivery (Start Date) The UCP Term will end 5 years after the Start Date (Term). 2. UCP Requirements. In order to make a purchase under the UCP, the Agency must purchase the UCP for each TASER Conducted Electrical Weapon (CEW) user. A CEW user includes an officer that uses a CEW in the line of duty, as well as officers that only use a CEW for training purposes. The Agency may not resell cartridges or batteries received under the UCP. The Agency may only request additional PPMs and duty cartridges as PPMs and duty cartridges are consumed in the line of duty. Upon reasonable notice, Axon reserves the right to audit the Agency's use of force records if the Agency is ordering more cartridges or batteries than is customary compared to an Agency of similar size. In the event the audit determines the Agency's use of force records do not support the Agency's reported cartridge and battery use, the Agency will pay the MSRP of each cartridge and battery delivered to the Agency beyond what was supported by the Agency's use of force records. 3. Payment Terms. Axon invoices for the UCP on an annual basis. Agency will be invoiced upon the Start Date and then upon the anniversary of the Start Date for the remainder of the Term. Invoices are due to be paid within 30 days of the date of invoice. Payment obligations are non-cancelable and fees paid are non-refundable and all amounts payable will be made without setoff, deduction, or withholding. Additional users may be added during the term. For users added in the middle of any annual cycle, the Agency will pay a true-up fee for those additional users. These additional licenses will be co-termed with the Agency's existing licenses. Additional users that are added before the third year payment will receive a PPM, while additional users that are added after the third year payment will not receive a PPM. 4. Taxes. Unless the Agency provides a valid and correct tax exemption certificate applicable to the purchase and ship-to location, the Agency is responsible for sales and other taxes associated with the order. 5. Shipping: Title: Risk of Loss: Rejection. Axon reserves the right to make partial shipments and products may ship from multiple locations. All shipments are E.X.W. via common carrier and title and risk of loss pass to the Agency upon delivery to the common carrier by Axon. The Agency is responsible for all freight charges. Any loss or damage that occurs during shipment is the Agency's responsibility. Shipping dates are estimates only. 6. Returns. All sales are final and no refunds or exchanges are allowed, except for warranty returns or as provided by state or federal law. 7. Hardware Limited Warranty. Axon warrants its law enforcement hardware products are free from defects in workmanship and materials for a period of ONE (1) YEAR from date of receipt. Extended warranties run from the date of purchase of the extended warranty through the balance of the 1-year limited warranty term plus the term of the extended warranty measured after the expiration of the 1-year limited warranty. CEW cartridges and Smart cartridges that are expended are deemed to have operated Title: Axon Enterprise, lnc.'s Unlimited Plan Terms and Conditions (Signature) Department Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 Page 1 of 4 December 18, 2018 Item #2 Page 9 of 12 Ji AXON Axon Enterprise, lnc.'s Un limited Cartridge Plan Terms and Cond it ions properly. Axon-Manufactured Accessories are covered under a limited 90-DAY warranty from the date of receipt. Non-Axon manufactured accessories are covered under the manufacturer's warranty. If Axon determines that a valid warranty claim is received within the warranty period, Axon agrees to repair or replace the Product. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. 8. Warranty Limitations. The warranties do not apply and Axon will not be responsible for any loss, damage, or other liabilities arising from: (a) damage from failure to follow instructions relating to the Product's use; (bl damage caused by use with non-Axon products or from the use of cartridges, batteries or other parts, components or accessories that are not manufactured or recommended by Axon; (c) damage caused by abuse, misuse, intentional or deliberate damage to the product, or force majeure; (d) damage to a Product or part that has been repaired or modified by persons other than Axon authorized personnel or without the written permission of Axon; or (e) if any Axon serial number has been removed or defaced. 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. 9. Warranty Returns. If a valid warranty claim is received by Axon within the warranty period, Axon agrees to repair or replace the Product which Axon determines in its sole discretion to be defective under normal use, as defined in the Product instructions. Axon's sole responsibility under this warranty is to either repair or replace with the same or like Product, at Axon's option. For warranty return and repair procedures, including troubleshooting guides, please go to Axon's website www.axon.com/support. A replacement product will be new or like new and have the remaining warranty period of the original product or 90 days from the date ofreplacement or repair, whichever period is longer. Any replacement item becomes Purchaser's property and the replaced item becomes Axon's property. 10. Product Warnings. See our website at www.axon .com for the most current product warnings. 11 . Design Changes. Axon reserves the right to make changes in the design of any of Axon's products and services without incurring any obligation to notify the Agency or to make the same change to products and services previously purchased. TASER may replace end of life products with the next generation of that product without notifying the Agency 12. UCP Termination. a. By Either Party. Either Party may terminate for cause upon 30 days advance notice to the other Party if there is any material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30-day notice period. In the Title: Axon Enterprise, lnc.'s Unlimited Plan Terms and Conditions (Signature) Department: Sales/Customer Service Version: 2.0 Release Date: 4/S/2017 Page 2 of 4 December 18, 2018 Item #2 Page 10 of 12 )\AXON Axon Enterprise, lnc.'s Unlimited Cartridge Plan Terms and Conditions event that the Agency terminates this Agreement under this Section and Axon fails to cure the material breach or default, Axon will issue a refund of any prepaid amounts on a prorated basis. b. By the Agency. The Agency is obligated to pay the fees under this Agreement as may lawfully be made from funds budgeted and appropriated for that purpose during the then current fiscal year. In the event that sufficient funds will not be appropriated or are not otherwise legally available to pay the fees required under this Agreement, this Agreement may be terminated by the Agency. The Agency agrees to deliver notice of termination under this Section at least 90 days prior to the end of the then current fiscal year. In the event the Agency terminates this Agreement after the Agency receives the PPM, the Agency will be invoiced and obligated to pay for the remainder of the MSRP for the PPM received before the termination date. In the case of termination for non-appropriations, Axon will not invoice the Agency if the Agency returns the PPM to Axon within 30 days of the date of termination. c. Effect of Termination. Upon termination for any reason, Axon will discontinue shipments to the Agency on the effective date of termination. 13. Excusable Delays. Axon will use commercially reasonable efforts to deliver all products and services ordered as soon as reasonably practicable. In the event of interruption of any delivery due to causes beyond Axon's reasonable control Axon has the right to delay or terminate the delivery with reasonable notice. 14. Proprietary Information. The Agency agrees that Axon has and claims various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute Axon products and services, and that the Agency will not directly or indirectly cause any proprietary rights to be violated. 15. Import and Export Compliance. In connection with this Agreement, each Party will comply with all applicable import, re-import, export, and re-export control laws and regulations. 16. Assignment. The Agency may not may assign or otherwise transfer this Agreement without the prior written approval of Axon. 17. Severability. This Agreement is contractual and not a mere recital. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. 18. Governing Law: Venue. The laws of the state where the 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. 19. Entire Agreement. This Agreement and the quote provided by Axon, represents the entire agreement between the Parties. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the Parties, whether written or verbal, regarding the subject matter of this Agreement. No modification or amendment of any portion of this Agreement will be effective unless in writing and signed by the Parties to this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed. Each Party warrants and represents that its respective signatories whose signatures appear below have been and are, on the date of signature, duly authorized to execute this Agreement. Title: Axon Enterprise, lnc.'s Unlimited Plan Terms and Conditions (Signature) Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 Page 3 of 4 December 18, 2018 Item #2 Page 11 of 12 '~AXON Axon Enterprise, lnc.'s Unlimited Cartridge Plan Terms and Conditions Axon Enterpris~;-4. ~ (}/ Agency Signature: ~ Signature: -~L/---,'4,,£-f--,OL--.,c.....,-._;;;.~,__ ___ _ Name: ~'O~+-~ ,~ D \ \ Name: ~\V}~d_:t\;~t\~'.c}~\~J~------ Title: ~ tf:M' sec: (:, :e )v'JL,:"tl.\(w\'\.-~ Title: M!~?T Date: I I I "1--f>f \ V Date:-+\ 'J.--~+-+~-~-4--t-+-'-I <a _______ _ Title: Axon Enterprise, lnc.'s Unlimited Plan Terms and Conditions (Signature) Department: Sales/Customer Service Version: 2.0 Release Date: 4/5/2017 Page4of4 December 18, 2018 Item #2 Page 12 of 12