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HomeMy WebLinkAboutAXON ENTERPRISE, INC. (2)INSURANCE NOT ON FILE N-2019-119 WORK MAY NOT PROCEED CLERK OF COUNCIL, DATE: JUL 0 2 2019 FACILITIES USE AGREEMENT BETWEEN ,-to Jtio r � � tZ CITY OF SANTA ANA AND AXON ENTERPIRISE INC. TIIIS FACILITIES USE AGREEMENT is made and entered into this 19' day of June, 2019, by and between the City of Santa Ana, a municipal corporation and charter city organized and existing under the Constitution and laws of the State of California ("City"), and AXON Enterprise, Inc., a California nonprofit public benefit corporation ("AXON") (collectively referred to as the "Parties"). RECITALS A. AXON wishes to utilize portions of the Santa Ana Police Department Headquarters ("HQ") located at 60 Civic Center Plaza, in Santa Ana, California to host and facilitate Body Worn Camera (`BW C") Redaction Training to Evidence.com agencies. This event will be held on June 25, 2019 with a potential class size of approximately 30 students. B. City is willing to allow use of the HQ for such purposes subject to the terms of this Agreement. The Parties therefore agree as follows: 1. GRANT OF PERMISSION AND FACILITIES TO BE USED: City hereby grants AXON permission to utilize HQ ("Facilities") for the purpose of conducting the BWC Redaction Training on June 25, 2019 from 8:00 a.m, until 12:00 p.m.. Other locations within the Facilities, and the date(s)/time for this event, may be modified by mutual written agreement of the Parties. 2. COMPENSATION: The Parties agree that there shall not be any cost charged to AXON for the use of the Facilities during the term of this Agreement. 3. TERM: This Agreement shall commence on the date written above and continue through June 26, 2019. 4. INDEMNIFICATION: AXON agrees to and shall indemnify, protect, defend, and hold harmless City, its officers, agents, employees, consultants, special counsel, and representatives from and against any and all claims, damages, judgments, attorney's fees, costs and expenses arising out of, involving, or in connection with the use of the Facilities or the acts or omissions of AXON , its officers, agents, employees, volunteers, guests, or invitees, whether or not such acts or omissions constitute permitted uses of the Facilities. 5. INSURANCE: Without limiting AXON 's indemnification obligations, AXON agrees to obtain and maintain during the term of the Agreement, and to require its subcontractors, if any, to obtain and maintain, insurance as described below: a. Commercial General Liability Insurance. Commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of AXON 's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 aggregate, including coverage of sexual molestation with limits not less than $50,000 per occurrence and $100,000 general aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 6. LICENSES AND PERMITS: AXON represents and warrants that it, and any agents, independent contractors, subcontractors, vendors, or others acting on its behalf under or with respect to this Agreement, will at all times during the term of this Agreement have and maintain in force any and all licenses, permits, or approvals required by law for the conduct of AXON 's activities under this Agreement. 7. DAMAGE TO FACILITIES: AXON shall be liable for any damage to the Facilities caused by any act of negligence of AXON , its partners, agents, servants, contractors, representatives, guests, employees, invitees, or customers. City may, at its option, repair such damage, and AXON agrees to reimburse City for the total cost of repair. 8. PROPERTY BELONGING TO AXON : City shall not be responsible for lost, stolen, or damages property belonging to AXON , its partners, agents, servants, contractors, representatives, guests, employees, invitees, or customers. 9. NOTICE: Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and directed to the addresses below or such addresses as either party may later specify in writing. Notice is deemed effective on the date it is given if hand -delivered or received by facsimile that day. Notice given by U.S. mail shall be deemed to have been given three (3) business days after it is deposited in the U.S. mail, postage prepaid and addressed as follows: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With copies to: Chief of Police 60 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 To AXON: AXON Enterprises, Inc. 17800 N. 85" St. Scottsdale, AZ 85255 10. EXCLUSIVITY AND AMENDMENT: This Agreement represents the complete and exclusive statement between the City and Delhi regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the Parties regarding the use of the Facilities. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Parties. 11. ASSIGNMENT: AXON may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. AXON shall not allow any other person or entity to use the Facilities without the prior written consent of City. 12. NONDISCRIMINATION: City shall not discriminate in the course of its activities in or about the Facilities on the basis of race, color, disability, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis prohibited by law. 13. JURISDICTION — VENUE: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both Parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 14. AUTHORITY: Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective Parties to each of the terms of this Agreement. ATTEST: CITY OF SANTA ANA �44 NORMA MITRE ', KRYSTERID E Acting Clerk of the Council City Manager [signatures continued on next page] APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Tama a tfdjosian Assistant City Attorney RECOMMENDED FOR APPROVAL: 6vlD VALENTIN Chief of Police AXON ENTERPRISES, INC. By: Title: II C> " CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) ozlD6nols THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AOn Risk Insurance services West, Inc. Phoenix AZ Office CONTACT NAME' (AIC No.ExQ: (866) 283-A22 P� No.): (800) 363-0105 2555 East Camelback Rd. Suite 700 E-MAIL ADDRESS: Phoenix AZ 85016 USA INSURER(S) AFFORDING COVERAGE NAICM INSURED INSURERA: Lexington Insurance Company 19437 Axon Enterprise, Inc. 17800 N. 85th street INSURER B: INSURER C: Scottsdale AZ 85255 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570075011723 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested LTR TYPE OF INSURANCE INSO MD POLICY NUMBER MMIDOIYYMY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X❑ OCCUR see Prod Llab Info and GL excluding Products SIR applies per policy terns & condi ions EACH OCCURRENCE $10,000, 000 DAMAGE O RENTED PREMISES Ee occurrence Excluded X VIED EXP(Any one person) Included PERSONAL B ADV INJURY Included GEN'LAGGREGATE LIMIT APPLIES PER: X POLICY ❑ PECROT ❑ LOC OTHER: xcl Prod/Comp cps GENERAL AGGREGATE $10,000,000 PRODUCTS -COMPIOP AGO Excluded Per Occ SIR $1,000,000 AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIREDAUTOS NON -OWNED ONLY AUTOS ONLY COMBINED SINGLE LIMIT Ea accident BODILY INJURY (Par person) BODILY INJURY (Par acddenl) PROPERTY DAMAGE Per pendent UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DEDI RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/ PARTNER I EXECUTIVE ❑ OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, dea nbe under DEGCRIPTION OF OPERATIONS below NIA PER OTH- STATUTE E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ADDED 101, Additional Remarks Schedule, may be attached If more space is required) The Agency, its officers, ernployees, agents, volunteers and representatives are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Police Department 60 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 USA fJrFPfd +JL6bIC✓�td[GLRUC6 VGGVCGtd /6f� e/ t9tG ©1988.2016 ACORD CORPORATION. All rights reserved. ACORD 26 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000007117 LOC #: Au ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Insurance services West, Inc. NAMED INSURED Axon Enterprise, Inc. POLICY NUMBER see certificate Number: 570075011723 CARRIER See certificate Number: 570075011723 NAIC CODE EFFECTIVE DATE'. ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM NUMBER: ACORD 25 Products Liability schedule Products/completed operations Coverage 2/1/2019 - 2/1/2020: Policy #034064091 Lexington Insurance Company Claims Made coverage Form $10,000,000 Each Occurrence Limit $10,000000 Products/completed operations Aggregate Limit $ 5,006,000 Per claim self Insured Retention Policy #034064092 Lexington Insurance Company Occurrence Coverage Form $10,000,000 Each occurrence Limit $10,000,000 Products/Completed operations Aggregate Limit $ 5,000,000 Per occurrence self Insured Retention The ACORD name and logo are registered marks of ACORD ENDORSEMENT # 004 This endorsement, effective 12:01 AM 02/01/2018 Forms a part of policy no.: 034064091 Issued to: AXON ENTERPRISE, INC By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT ENDORSEMENT This endorsement modifies insurance provided by the policy: RETAINED AMOUNT LIABILITY POLICY A. Paragraph J., Insured of SECTION V - DEFINITIONS is amended to include any person or organization you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the occurrence of the bodily injury or property damage. B. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. This endorsement shall only apply to SECTION I - INSURING AGREEMENT - RETAINED AMOUNT LIABILITY, bodily injury or property damage. 2. The person or organization is only an additional insured with respect to liability arising out of your work or your product for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to bodily injury or property damage arising out of the rendering of or failure to render any professional services by any architect, engineer or surveyor including: i The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to bodily injury or property damage arising out of your work or your product included in the products -completed operations hazard unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis. In such case, coverage provided by this endorsement shall be primary and non-contributory. LX8884 (07/12) Page 1 of 2 C. Subparagraph 1.a.(1) of Paragraph F. Pollution of SECTION III - EXCLUSIONS does not apply to you if the bodily injury or property damage arises out of your work or your product performed on premises which are owned or rented by the additional insured at the time your work or your product is performed. D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any occurrence which may result in a claim or suit, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the terms and conditions of the policy. All other terms and conditions of the policy remain the same. n 41 Authorized Representative LX8884 (07/12) Page 2 of 2 ENDORSEMENT # 006 This endorsement, effective 12:01 AM 02/01/2019 Forms a part of policy no.: 034064092 Issued to: AXON ENTERPRISE, INC By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT ENDORSEMENT This endorsement modifies insurance provided by the policy: RETAINED AMOUNT LIABILITY POLICY A. Paragraph J., Insured of SECTION V - DEFINITIONS is amended to include any person or organization you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the occurrence of the bodily injury or property damage. B. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. This endorsement shall only apply to SECTION I - INSURING AGREEMENT - RETAINED AMOUNT LIABILITY, bodily injury or property damage. 2. The person or organization is only an additional insured with respect to liability arising out of your work or your product for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement 'shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to bodily injury or property damage arising out of the rendering of or failure to render any professional services by any architect, engineer or surveyor including: i The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to bodily injury or property damage arising out of your work or your product included in the products -completed operations hazard unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis. In such case, coverage provided by this endorsement shall be primary and non-contributory. LX8884 (07/12) Page 1 of 2 C. Subparagraph 1.a.(1) of Paragraph F. Pollution of SECTION III - EXCLUSIONS does not apply to you if the bodily injury or property damage arises out of your work or your product performed on premises which are owned or rented by the additional insured at the time your work or your product is performed. D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any occurrence which may result in a claim or suit, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the terms and conditions of the policy. All other terms and conditions of the policy remain the same. Authorized Representative LX8884 (07/12) Page 2 of 2 ENDORSEMENT This endorsement, effective 12:01 AM 01/15/2019 Forms a part of policy no.: 023627605 Issued to: AXON ENTERPRISE, INC. By: LEXINGTON INSURANCE COMPANY ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT ENDORSEMENT This endorsement modifies insurance provided by the policy: RETAINED AMOUNT LIABILITY POLICY A. Paragraph J., Insured of SECTION V - DEFINITIONS is amended to include any person or organization you are required to include as an additional insured on this policy by a written contract or written agreement in effect during this policy period and executed prior to the occurrence of the bodily injury or property damage. B. The insurance provided to the above described additional insured under this endorsement is limited as follows: 1. This endorsement shall only apply to SECTION I - INSURING AGREEMENT - RETAINED AMOUNT LIABILITY, bodily injury or property damage. 2. The person or organization is only an additional insured with respect to liability arising out of your work or your product for that additional insured. 3. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the ,Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations under Item 3. Limits of Insurance pertaining to the coverage provided herein. 4. The insurance provided to such an additional insured does not apply to bodily injury or property damage arising out of the rendering of or failure to render any professional services by any architect, engineer or surveyor including: i The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and ii Supervisory, inspection, architectural or engineering activities. 5. This insurance does not apply to bodily injury or property damage arising out of your work or your product included in the products -completed operations hazard unless you are required to provide such coverage by written contract or written agreement and then only for the period of time required by the written contract or written agreement and in no event beyond the expiration date of the policy. 6. Any coverage provided by this endorsement to an additional insured shall be excess over any other valid and collectible insurance available to the additional insured whether primary, excess, contingent or on any other basis unless a written contract or written agreement specifically requires that this insurance apply on a primary and non-contributory basis. In such case, coverage provided by this endorsement shall be primary and non-contributory. LX8884 (07/12) Page 1 of 2 C. Subparagraph 1.a.(1) of Paragraph F. Pollution of SECTION III - EXCLUSIONS does not apply to you if the bodily injury or property damage arises out of your work or your product performed on premises which are owned or rented by the additional insured at the time your work or your product is performed. D. In accordance with the terms and conditions of the policy and as more fully explained in the policy, as soon as practicable, each additional insured must give us prompt notice of any occurrence which may result in a claim or suit, forward all legal papers to us, cooperate in the defense of any actions, and otherwise comply with all of the terms and conditions of the policy. All other terms and conditions of the policy remain the same. Authorized Representative LX8884 (07/12) Page 2 of 2