Res 2016-072/Police Video Upgrade Project

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TAS E R P R O T E C T L I F E expense, (1) purchase for the City the right to continue using the contested product(s), or (2) provide substitute products to the City which are, in the City's sole opinion, of equal or greater quality, or (3) refund all monies paid to TASER by the City for the product(s) subject to the court order. TASER will also pay to the City all losses incurred by the City related to the Product(s) and for all reasonable expense related to the installation and conversion of new Products. This obligation by TASER will not be limited by reason of the specification of any particular insurance coverage in the Agreement. TASER will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, losses, expenses, claims, demands and causes of action of any kind arising from the negligent or intentional wrongful acts errors or omissions of TASER, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property alleged or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any negligent or intentional wrongful act, error or omission of TASER and /or its agents and /or employees. This obligation by the TASER will not be limited because of the specification of any particular insurance coverage required under the Agreement. 10 IP Rights. TASER owns and reserves all right, title, and interest in the TASER Products and related software, as well as any suggestions made to TASER. 11 Agency Responsibilities. The Agency is responsible for (i) use of TASER Products (including any activities under the Agency Evidence.com account and use by Agency employees and agents), (ii) breach of this Agreement or violation of applicable law by the Agency or any of the Agency's end users, (iii) Agency Content or the combination of Agency Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights by Agency Content or by the use of Agency Content, (iv) a dispute between the Agency and any third party over Agency use of TASER products or the collection or use of Agency Content, (v) any hardware or networks that the Agency connects to the Evidence.com Services, and (vi) any security settings the Agency establishes to interact with or on the Evidence.com Services. 12 Termination. 12.1 By Either Party. Either Party may terminate the Agreement for cause upon 30 business 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 event that the Agency terminates this Agreement under this Section and TASER fails to cure the material breach or default, TASER will issue a refund of any prepaid amounts on a prorated basis. 12.2 By 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 Title: Evidence.com Master Service Agreement with Exhibits Page 6 of 27 Department: Legal Version: 11.0 Release Date: 7/31/2015