HomeMy WebLinkAboutContract 50314 CITY
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CITYOFFORTVUORTH)C�14
CIIYSECRETARYFleet 2.0 Test Agreement
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This Fleet 2.0 Test Agreement(the Agreement) by and between Axon Enterprise, Inc.,
(Axon or Party) a Delaware corporation having its principal place of business at 17800 N
85th Street, Scottsdale,Arizona, 85255, and (Agency, Party or
collectively Parties), is entered into as of the latt of the last signature date on this
Agreement (the Effective Date).
In consideration of this Agreement the Parties agree as follows:
1.0 DEFINITIONS.
1.1 "Product" means the Axon product(s) provided to the Agency for testing
related to unreleased Axon Fleet technology, including Software, if any, and
Documentation.
1.2 "Test Period" means the period of 30 days during which testing of and
adjustments to the Product contemplated hereunder will be undertaken,
unless otherwise extended by Axon.
1.3 "Software" means the computer programs provided in object code format as
part of a Product.
1.4 "Documentation" means such supporting written materials as Axon may in its
discretion provide to Agency in connection with their use of a Product.
2.0 SCOPE. This Agreement sets forth the terms and conditions for the installation, use,
test and support of certain Axon products in a user site prior to formal product
release.
3.0 OBLIGATIONS OF AGENCY.
3.1 Testing. During the Test Period,Agency agrees to test Product(s) as requested
by Axon. Upon 'request of Axon, Agency also agrees to cooperate and
participate in a case study, survey, or report involving the Product and the
Agency's use of the Product. The Agency agrees that Axon will have a non-
exclusive, perpetual license to utilize the results and any report or publication
resulting from the case study in Axon's training, markets and sales materials.
3.211 Error Notice.Agency shall notify Axon of any failure, error or other malfunction
of any part of the Product within three (3) days of such occurrence.
OFFICIAL RECORD
Pagel of 5 CITY SECRETARY
CU��$L WORTH,TX
AXON
3.3 Modifications. Agency agrees to promptly implement such modifications and
changes that Axon may make to the Product during the Test Period as they are
provided by Axon. Agency understands that these modifications and changes
may be incompatible with previous _,modifications and could include
substantial changes to the system and its operating procedures.
3.4 Access. During the Test Period, Agency will grant Axon full and free access to
the Product to allow Axon to perform under this Agreement at such
reasonable times as may be required by Axon.
3.5 Return of Product.Agency agrees to return the Product to Axon within 10 days
after the end of the Test Period or any extensions thereof. Before Agency
returns the Product, it is Agency's responsibility to download the Product and
keep a backup copy of the data.Axon will retain all data stored in the Product
for the purpose of evaluating the Product's performance. Product is to be
returned via the RMA process to: Axon Enterprise, Inc., 17800 N. 85th Street,
Scottsdale,Arizona USA 85255,Attention: Trial Returns
4.0 OBLIGATIONS OF AXON.
4.1 Delivery.Axon agrees that Axon will deliver the Product to Agency for Testing.
4.2 Technical Assistance. Axon will provide Agency such technical assistance as
Axon may deem necessary to properly install and operate the Product at the
test site.
4.3 Modifications. During the Test Period,Axon will consult with Agency regarding
the performance of the Product and will evaluate any test data and error
reports provided by Agency. Axon will undertake to make such modifications
and improvements to the Product as deemed appropriate by Axon and
provide the same to Agency at no cost; provided, however, Axon is not
obligated to make any modifications or improvements.
5.0 DISCLAIMER OF WARRANTY. THE PRODUCT (INCLUDING THE SOFTWARE, IF ANY,
AND DOCUMENTATION) IS PROVIDED HEREUNDER "AS IS". AXON MAKES AND
AGENCY RECEIVES NO WARRANTIES IN CONNECTION WITH THE PRODUCT, OR
MODIFICATIONS OR IMPROVEMENTS THERETO, DELIVERED HEREUNDER, EXPRESS,
IMPLIED, STATUTORY OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR
COMMUNICATION BETWEEN AXON AND AGENCY. AXON SPECIFICALLY DISCLAIMS
ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE,
NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM
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AXON
A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
6.0 OWNERSHIP AND SOFTWARE LICENSE
6.1 Ownership. Agency acknowledges that the Product is loaned to Agency for
testing and that Axon retains ownership of all right, title and interest to the
Product,the Product design and Documentation,and the intellectual properly
rights therein and thereto (including without limitation, all patent rights,
design rights, copyrights and trade secret rights) subject to the Software
license granted in this Section 6. Agency agrees not to (i) copy, modify, or
reverse engineer the Product hardware or design, make derivative works
based upon the Product, or use the Product to develop any products, without
Axon's prior written approval or (ii) sell, license, rent, or transfer the Product
to anythird parry.Axon hereby reserves,and Agency hereby agrees,that Axon
shall have a security interest in the Products delivered under this Agreement.
If requested by Axon, Agency agrees to execute and deliver financing
statements or any other instruments, recordings or filings deemed necessary
by Axon to protect and preserve its right, title and interest in and to the
hardware Products under applicable law.
6.2 Software License Grant. Axon hereby grants to Agency and Agency accepts a
personal, non-transferable, non-exclusive license to use the Software subject
for the Test Period solely for the purpose of testing and evaluating the
Software.
6.3 Modifications. Agency hereby assigns to Axon, Agency's entire right, title and
interest (including, without limitation, all patent rights, design rights,
copyrights and trade secrets) in any modifications or improvements to the
Products which Agency may propose or make during the Test Period or which
Agency and Axon may jointly make during the Test Period.
7.0 CONFIDENTIAL INFORMATION. Agency acknowledges that, in the course of using
the Products and performing its duties under this Agreement, it may obtain
information relating to the Products and to Axon which is of a confidential and
proprietary nature ("Proprietary Information"). Such Proprietary Information may
include, but is not limited to, Trade Secrets, know how, invention techniques,
processes, programs, schematics, software source documents, data, customer lists,
financial information, and sales and marketing plans or information which Agency
knows or has reason to know is confidential, proprietary or trade secret information
of Axon. As used in this Agreement, "Trade Secrets" shall have the meaning ascribed
to such term as set forth in A.R.S. §44-401.Agency shall at all times keep in trust and
confidence all such Proprietary Information, and shall not use such Proprietary
Information other than as expressly authorized by Axon under this Agreement, nor
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AXON
shall Agency disclose any such Proprietary Information to third parties without Axon's
written consent.Agency further agrees to immediately return to Axon all Proprietary
Information (including copies thereof) in Agency's possession, custody, or control
upon termination of this Agreement at any time and for any reason. The obligations
of confidentiality shall not apply to information which (i) has entered the public
domain except where such entry is the result of Agency's breach of this Agreement;
(ii) prior to disclosure hereunder was already in Agency's possession; or (iii)
subsequent to disclosure hereunder is obtained by Agency on a non-confidential
basis from a third party who has the right to disclose such information to the Agency.
This provision shall survive any termination of this Agreement.
Axon acknowledges that the Texas Public Information Act, Texas Government Code
Chapter 552 (the 'TPIA") requires that public records must be promptly disclosed by
the Agency upon request unless specifically exempted from disclosure. If compelled
by deposition, interrogatory, request for documents, subpoena, civil investigative
demand, or public records request (including under the state statute cited above or
any City of Fort Worth ordinance, resolutions or regulations implementing this state
statute), or similar processes, to disclose any confidential information, Agency as
appropriate, shall use its best efforts to immediately provide Axon with prompt
written notice (via email). Notices under this provision shall be sent to
contracts@axon.com.
8.0 LIMITED LIABILITY. AXON AND AXON'S AFFILIATES OR LICENSORS WILL NOT BE
LIABLE TO AGENCY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES(INCLUDING DAMAGES FOR GOODWILL,
USE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN
IFA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT
THE FOREGOING IS NOT ENFORCEABLE, AXON'S AGGREGATE LIABILITY UNDER THIS
AGREEMENT IS LIMITED TO THE RETAIL VALUE OF THE PRODUCT GIVING RISE TO THE
LIABILITY.
9.0 Relationship of the Parties. The Parties are independent contractors and this
Agreement does not create a partnership, franchise,joint venture, agency, fiduciary
or employment relationship between the Parties.
10.0 Miscellaneous. Both parties agree that this Agreement and all disputes arising
hereunder will be governed by the laws of the State of Arizona without reference to
conflict of laws principles.This Agreement constitutes the complete agreement of the
Parties on the subject matter covered herein and supersedes all prior or
contemporaneous understandings, agreements, or representations, written or oral,
of the parties. No waiver by any Party of any of the provisions hereof shall be effective
unless explicitly set forth in writing and signed by the Party so waiving. This
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AXON
Agreement is binding upon the successors and assignees of each parry. This
Agreement may not be amended except by a writing signed by both parties and
expressly declared to be an amendment or modification of this Agreement. In the
event that any one or more of the provisions of this Agreement is unenforceable, the
enforceability of the remaining provisions shall be unimpaired.
Signatures on next page
Axon Enterprise, Inc. Agency
Signature: Signature:'
Name: Bobby Driscoll Name: �WPPIL V2�,, \AL61'lrv�
Title: vP of Sales operations Title: `T
Date: 2/8/2018 Date: "I L^ t 11b
Page 5 of 5
Executed on the day of 2018.
APPROVAL RECOM ED:
By:
Chief Joel F. Fitzgerald
Chief of Police
Date: -) ( I — � ► r's'
APPROVED AS TO FORM
AND LEGALITY:
By: Za4"
/ ohn S4ong
AssistantC
p6y Attorney
ATTEST: __ ��F,FORj'�
By:
M ar Y ys
City Secretary
.XAS
Contract Authorization:
M&C: N/A
1295 Certification No.: N/A
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all p ormance and reporting requirements.
t AV—\ - X
Dre Pa el
Senio Technology Support Analyst
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX