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City of Pleasanton
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CITY CLERK
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AGENDA PACKETS
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2020
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100620
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19
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3/12/2021 1:29:10 PM
Creation date
9/30/2020 10:52:42 AM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
10/6/2020
DESTRUCT DATE
15Y
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DocuSign Envelope ID: 688ECEC6-8D4C-440E-A5FF-48D7FC9C9BC4 <br />`, A X 0 N Master Services and Purchasing Agreement <br />will be liable for direct, special, indirect, incidental, punitive or consequential <br />damages, however caused, whether for breach of warranty or contract, negligence, <br />strict liability, tort or any other legal theory, except as provided in section 12 <br />(Indemnification). <br />8 Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, and Axon Fleet, <br />may require a Statement of Work that details Axon's Service deliverables ("SOW"). In the event Axon <br />provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional <br />services are out of scope. The Parties must document scope changes in a written and signed change order. <br />Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this <br />Agreement by reference. <br />9 Device Warnings. See www.axon.com/legal for the most current Axon device warnings. <br />10 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency <br />or making the same change to Devices and Services previously purchased by Agency. <br />11 Insurance. During the term of this Agreement, Axon shall maintain in full force and effect, at its own cost <br />and expense, insurance coverages with insurers with an A.M. Best's rating of no less than A:VII. Axon shall <br />have the obligation to furnish Agency, as additional insured, the minimum coverages identified below, or <br />such greater or broader coverage for Agency, if available in Axon's policies: <br />11.1 General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of <br />at least $2,000,000 combined limit for bodily injury and property damage that provides that the <br />Agency, its officers, employees and agents are named as additional insureds under the policy as <br />evidenced by an additional insured endorsement satisfactory to Agency. The policy shall state in <br />writing either on the Certificate of Insurance or attached rider that this insurance will operate as <br />primary insurance for work performed by Axon and its subcontractors, and that no other insurance <br />effected by Agency or other named insured will be called on to cover a loss. <br />11.2 Automobile Liability Insurance. Automobile liability insurance with limits not less than $2,000,000 <br />per person/per occurrence. <br />11.3 Workers' Compensation Insurance. Workers' Compensation Insurance for all of Axon's employees, <br />in strict compliance with State laws, including a waiver of subrogation and Employer's Liability <br />Insurance with limits of at least $1,000,000. <br />11.4 Certificate of Insurance. Axon shall file a certificate of insurance and endorsement with the Agency <br />prior to the Agency's execution of this Agreement, and prior to engaging in any operation or activity <br />set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance <br />afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in <br />limits without providing notice to the Agency in accordance with California Insurance Code section <br />677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; <br />2) include the reasons for the cancellation; and 3) be given at least 30 days prior to the effective <br />date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for <br />fraud, the notice shall be given no less than 10 days prior to the effective date of the <br />cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the <br />Title: Master Services and Purchasing Agreement between Axon and Agency <br />Department: Legal <br />Version: 8.0 <br />Release Date: 11/8/2019 Page 3 of 19 <br />
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