Attachment A
Amendment No. Three to the Purchase, Installation and Maintenance Agreement with Axon Enterprise, Inc.
AMENDMENT NO. THREE TOPURCHASE, INSTALLATION, AND MAINTENANCE AGREEMENTWITH AXON ENTERPRISE, INC. FOR AXON EQUIPMENTTHIS AMENDMENT NO. THREE TO PROFESSIONAL SERVICES AGREEMENT (“Amendment No. Three”) is made and entered into as of this 22nd day of September, 2026 (“Effective Date”), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city (“City”), and AXON ENTERPRISE, INC., a Delaware corporation (“Consultant”), whose address is 17800 North 85th St., Scottsdale, AZ 85255, and is made with reference to the following: RECITALS A. On October 25, 2022, City and Consultant entered into a Purchase, Installation and Maintenance Agreement (Contract No. C-8973-1) (“Agreement”) to provide Body Worn Cameras, In-Car Video, and TASER CEW (“Project”). B. On August 24, 2024, City and Consultant entered into Amendment No. One to the Agreement (“Amendment No. One”) to reflect additional services and equipment not previously included in the Agreement and to increase the total compensation. C. On November 20, 2025, City and Consultant entered into Amendment No. Two to the Agreement (“Amendment No. Two”) to reflect additional services and equipment not previously included in the Agreement and to increase the total compensation.D. The parties desire to enter into this Amendment No. Three to reflect additional Services and equipment not included in the Agreement, as amended, to extend the term of the Agreement to September 26, 2032, to update the Insurance Requirements and to increase the total compensation as detailed in the Scope of Services and Schedule of Billing Rates attached hereto as Exhibit A. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: “The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2032, unless terminated earlier as set forth herein.” 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference (“Services” or “Work”). Exhibit A to the Agreement, Exhibit A to Amendment No. One, Exhibit A to Amendment No. Two, and Exhibit A to this Amendment No. Three shall collectively be Axon Enterprise, Inc. Page 2
known as “Exhibit A.” The City may elect to delete certain Services within the Scope of Services at its sole discretion. The Services shall be subject to the standard terms and conditions outlined in Axon’s Master Services and Purchasing Agreement, dated October 25, 2022 (“Master Services and Purchasing Agreement”), Contract Sourcewell #101223(“Sourcewell”), and this Agreement. In the event of any conflict or inconsistency between this Agreement, the Master Services and Purchasing Agreement, Sourcewell, or any attachments thereto, this Agreement shall control. 3. COMPENSATION TO CONSULTANT Section 4.1 of the Agreement is amended in its entirety and replaced with the following: “City shall pay Consultant for the Services on a time and expense not-to-exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant’s compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Eight Million Nine Hundred Thirty Nine Thousand Seven Hundred Nineteen Nine Dollars and 30/100 ($8,939,719.30), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City.” The total amended compensation reflects Consultant’s additional compensation for additional Services to be performed in accordance with this Amendment No. Three, including all reimbursable items and subconsultant fees, in an amount not to exceed FourMillion Five Hundred Six Thousand, Eight Hundred One Dollars and 18/100 (4,506,801.18). 4. INSURANCE Exhibit B of the Agreement shall be amended in its entirety and replaced with Exhibit B, attached hereto and incorporated herein by reference. Any reference to Exhibit B in the Agreement shall hereafter refer to Exhibit B attached hereto. 5. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Axon Enterprise, Inc. Page 3
IN WITNESS WHEREOF, the parties have caused this Amendment No. Three to be executed on the dates written below.APPROVED AS TO FORM:CITY ATTORNEY’S OFFICECITY OF NEWPORT BEACH, a California municipal corporationDate:__________________By:_____________________________ Date:____________________ By:_____________________________ Aaron C. Harp City AttorneyLauren Kleiman MayorATTEST: Date:_________________CONSULTANT:Axon Enterprise, Inc., a Delaware corporation By:_____________________________ Date:_____________________ By:_____________________________ Lena ShumwayCity ClerkRobert E. Driscoll, Jr. Assistant Secretary [END OF SIGNATURES] Attachments: Exhibit A – Scope of Services and Schedule of Billing Rates Exhibit B – Insurance Requirements Axon Enterprise, Inc. Page A-1
EXHIBIT ASCOPE OF SERVICES AND SCHEDULE OF BILLING RATES
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EXHIBIT B INSURANCE REQUIREMENTS1. Provision of Insurance. Without limiting Contractor’s indemnification of City, andprior to commencement of Work, Contractor shall obtain, provide and maintain atits own expense during the term of this Agreement, policies of insurance of thetype and amounts described below and in a form satisfactory to City. Contractoragrees to provide insurance in accordance with requirements set forth here. IfContractor uses existing coverage to comply and that coverage does not meetthese requirements, Contractor agrees to amend, supplement or endorse theexisting coverage.2. Acceptable Insurers. All insurance policies shall be issued by an insurancecompany currently authorized by the Insurance Commissioner to transactbusiness of insurance in the State of California, with an assigned policyholders’Rating of A- (or higher) and Financial Size Category Class VII (or larger) inaccordance with the latest edition of Best’s Key Rating Guide, unless otherwiseapproved by the City’s Risk Manager.3. Coverage Requirements.A. Workers’ Compensation Insurance. Contractor shall maintain Workers’Compensation Insurance, statutory limits, and Employer’s LiabilityInsurance with limits of at least one million dollars ($1,000,000) eachaccident for bodily injury by accident and each employee for bodily injury bydisease in accordance with the laws of the State of California.Contractor shall submit to City, along with the certificate of insurance, aWaiver of Subrogation endorsement in favor of City, its City Council,boards and commissions, officers, agents, volunteers and employees.B. General Liability Insurance or Unmanned Aerial Systems Insurance.Contractor shall maintain commercial general liability insurance orunmanned aerial systems insurance and, if necessary, excess/umbrellaliability insurance, with coverage at least as broad as provided by InsuranceServices Office form CG 00 01, in an amount not less than five milliondollars ($5,000,000) and include products and completed operationsaggregate. The policy shall cover liability arising from bodily injury, propertydamage, products-completed operations, personal and advertising injury,and liability assumed under an insured contract (including the tort liability ofanother assumed in a business contract) with no endorsement ormodification limiting the scope of coverage for liability assumed under acontract.C. Automobile Liability Insurance. Contractor shall maintain automobileinsurance at least as broad as Insurance Services Office form CA 00 01 Axon Enterprise, Inc. Page C-2
covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Technology (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance in an amount not less than two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) annual aggregate, covering (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties; (3) data breach expenses payable whether incurred by City or Consultant, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. F. Professional Liability (Errors & Omissions) Insurance. Separate of a technology-based errors and omissions insurance policy, Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement.G. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements Axon Enterprise, Inc. Page C-3
stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions:A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess/umbrella liability, cyber liability and automobile liability, if required, shall provide or be endorsed to provide that City its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following:A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or Axon Enterprise, Inc. Page C-4
extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time.B. City’s Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Contractor, City and Contractor may renegotiate Contractor’s compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees.D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder.E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non-Compliance. If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor’s right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City’s sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand.
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H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor’s Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work.