Agmt25 Axon Enterprise, Inc. - Laserfiche WebLink

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REV: 05-05-25 LR Vendor will promptly defend the Indemnitees pursuant to this Section, whether or not applicable claims, allegations, lawsuits or proceedings (collectively, “Proceedings”) have merit or are meritless, and whether or not such Proceedings involve claims or allegations that any of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from City, and with well qualified, adequately insured and experienced legal counsel. 16. Contract Administration and Notice. This Purchase Agreement shall be administered on behalf of the City by the Redwood City Police Department, Lieutenant Junsun Lee. Any written notice between the Parties shall be sent to: City of Redwood City Attention: Lieutenant Junsun Lee Police Department 1301 Maple Street Redwood City, CA 94063 Axon Enterprise, Inc. Attention: Legal 17800 N 85th Street Scottsdale, AZ 85255 cc: legal@axon.com Except as otherwise stated, all notices to be provided or that may be provided under this Purchase Agreement must be in writing and delivered by regular and certified mail. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 17. Interpretation. The terms of this Purchase Agreement should be construed in accordance with the meaning of the language used and should not be construed for or against either party by reason of the authorship of this Purchase Agreement or any other rule of construction that might otherwise apply. 18. Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California. The Parties waive all provisions of law providing for a change of venue in these proceedings to any other county or state. The Parties expressly agree that either party may appear for and attend all matters, including hearings, conferences, meetings, and arbitrations, remotely via videoconference at the party’s discretion, to the extent allowable by court. 19. Nontransferability. Vendor may not transfer or assign this Purchase Agreement, without the prior written approval of the City Manager or designee, which the City Manager or designee may grant or withhold in their sole discretion. 20. Designs; Drawings; Blueprints. If the Goods are to be produced by Vendor in accordance with designs, drawings or blueprints furnished by City, Vendor will return the same to City upon completion or cancellation of this Purchase Agreement. Vendor will ATTY/AGR.2025.099/AXON ENTERPRISE, INC. (AXON TASER 10 UPGRADE) (Page 4 of 66)