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CONTRACT 5567 Other DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 8-23-18 caf152 ca615 IIIMI Lexi 0 o 1� PREDICTABLE IS PREVENTABLE` AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Agency's Name: City of EI Segundo Agency's Address: 314 Main St EI Segundo, CA 90245 Attention: Christopher Donovan Lexipol's Address: 16755 Von Karman Avenue, Suite 250 Irvine CA 92606-4918 Attention: Rosie Curran 9-1-18 Effective Date: (to be completed by Lexipol upon receipt of signed Agreement) The Agreement for Use of Subscription Material is between Lexipol, LLC, a Delaware limited liability company("Lexipof'), and the Agency identified above. The Agreement consists of(a)this cover sheet; (b) Exhibit (Subscriptions Being Purchased and Subscription Fees) attached to this cover sheet (consisting of 1 page), and (c)Exhibit B(General Terms and Conditions) attached to this cover sheet (consisting of 5 pages). Capitalized terms that are used in Exhibit A and not defined therein shall have the respective meanings given to them in Exhibit B. AGENCY LEXIPOL, LLC mag2v$Jgnntlby, Signature: Signature: WWWWWW Print Name: r g rpente.r,.,. Print Name: Van Holland Title: City a ger Title: Chief Financial Officer Date Signed: Signed:Si 8/30/2018 ���✓`�� � Date ATT Si�� 71-0934113 ' Taxpayer ID No. Tracy ilea r, City Cleric AP O FORM: Ma D. s%le - ty Attorney ` Copyright 2016©Lexipol, LLC 1995-2016(/ '—� Rev 12/1/16 1 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 Lxio EXHIBIT A SUBSCRIPTIONS BEING PURCHASED AND SUBSCRIPTION FEES Agency is purchasing the following: -OrPRICE - CA Fire Subscription, Procedural Shell and Content including Daily Training Bulletins Annual $8,827.00 Bundle Discount Year One Only ($883,00) CA Law Enforcement Subscription, Procedural Shell including DTBs Annual $15,102.00 Bundle Discount Year One Only ($ 510 Platinum Implementation One Time Fee $28,200.00 235 hours @ 120.00/hour Total $49,736.00 Pricing is based on Law Enforcement-No. of Authorized Sworn Officers 75 (insert#) ❑ Custody- No. of Beds ...........................w__, (insert#) Fire-No.of Authorized Staff 50 (insert#) Copyright 2016 @ Lexipol, LLC 1995-2016 Rev 12/1/16 DocuSign Envelope ID:CEI 31BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 Wiwi EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Definitions, For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section: 1.1 Auencv's Account, "Agency's Account' means the account by which Agency accesses the Subscription Materials. 1.2 Aureement. "Agreement' means (a)the cover sheet to which these General Terms and Conditions are attached, (b) Exhibit A(Subscriptions Being Purchased and Subscription Fees) attached to that cover sheet, and (c)these General Terms and Conditions. 1.3 Initial TermlContract Year. 'Initial Term"means the twelve-month period commencing on the Effective Date and"Contract Year" means each twelve-month period commencing on each anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. 1.4 Derivative Work. "Derivative Work" means a work that is based on the Subscription Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Material or any portion thereof may be recast,transformed, or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Material. Further, "Derivative WorV includes any work considered a"derivative work"under United States copyright law. 1.5 Effective Date. "Effective Date" means the date specified on the cover sheet to which these General Terms and Conditions are attached. 1.6 Subscjrption Materials. "Subscription Materials"means the policy manuals, supplemental policy publications, daily training bulletins and other materials provided by Lexipol to Agency from time to time during the term of this Agreement under the subscriptions purchased by Agency as specified in Exhibit A. 2. Term and Termination. 2.1 Term. This Agreement is effective upon the execution and delivery of this Agreement by both Lexipol and Agency,and shall continue in effect until the expiration of the Initial Term; provided, however, that the term of this Agreement will automatically be extended for successive one-year periods thereafter(each a Contract Year), unless either party gives written notice to the other party to the contrary not less than thirty(30)days prionto the expiration of the Initial Term or the then current Contract Year, as the case may be. Notwithstanding the foregoing, however, this Agreement will be subject to termination as provided in Section 2.2 below. 2.2 Termination, This Agreement may be terminated by either party,effective immediately, (a) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period of more than thirty(30)calendar days after it has been given written notice of such failure or default; or(b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. Either party can terminate for any reason with 30 days written notice. 2.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit Copyright 2016©Lexipol, LLC 1995-2016 Rev 12!1!16 1 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 Lle x"IPon A shall automatically terminate. The termination or expiration of this Agreement shall not, however, relieve either party from any obligation or liability that has accrued under this Agreement prior to the date of such termination or expiration. The right to terminate this Agreement pursuant to Section 2.2 above shall be in addition to, and not in lieu of, any other remedy, legal or equitable,to which the terminating party shall be entitled at law or in equity. The provisions of Sections 1 (Definitions), 4(Copyright; Derivative Works; Lexipol's Ownership), 5 (Right to Use; Limitations on Use of Subscription Material and Derivative Works), 7 (Privacy Policy), 8(Policy Adoption), 9(Disclaimer of Liability), 10(Limitation of Liability), 13 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this Agreement for any reason whatsoever. 3. Subscription Fees. Etc, 3.1 Subscription Fee/invoicing. Lexipol will invoice Agency at the commencement of the Subscription Service (Initial Term)and thirty (30) days prior to the date for each Contract Year(refer to 2.1 above). Agency will pay to Lexipol the subscription fee specified on Exhibit A within thirty (30)days following Agency's receipt of the invoice for such subscription and renewal fees. All invoices will be sent to Agency at the address for Agency specified on the cover sheet to which these General Terms and Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the cover sheet to which these General Terms and Conditions are attached. Lexipol reserves the right to increase pricing for subsequent Contract Years. 3.2 "taxes; Past Due Amounts. ,All amounts required to be paid under this Agreement, unless otherwise stated on Exhibit A, are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the subscriptions purchased by Agency under this Agreement and/or delivery by Lexipol to Agency of Subscription Material, all,of which Agency will be responsible for and will pay in full, except for taxes based on Lexipol's net income. In the event any amount owed by Agency is not paid when due, and such failure is not cured within ten (10) days after written notice thereof from Lexipol, then in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of(a) one percent(1%) per month, or(b)the highest rate permitted by applicable law. 4. _QopyriatInc Derivative Works: Lexhool"s Ownershin. Agency acknowledges and agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants Agency the right to prepare Derivative Works, except as limited by the terms of this agreement; provided, however, that Agency acknowledges and agrees that Lexipol will be the sole owner of all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto, and Agency hereby assigns and transfers to Lexipol all right,title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove from any copies of the Subscription Material provided by Lexipol to Agency any copyright notice or other proprietary notice of Lexipol appearing thereon, and shall include such copyright and other notices at the appropriate place on each copy of the Subscription Material and each copy of any Derivative Work made by or for Agency, in any form. 5. Riclht to Use: Limitations on Use of Subscription Material and Derivative Works. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a perpetual, personal, fully paid-up, right to use, except as limited by the terms of this agreement the Subscription Material and any Derivative Works prepared by or for Agency, solely for the Agency's internal purposes. Agency will not use, copy, republish, lend, distribute, post on servers,transmit, redistribute, display, in whole or in part, by any means or medium, electronic or mechanical, or by any information storage and retrieval system, any Subscription Material or any Derivative Work prepared by or for Agency other than as expressly authorized by the immediately preceding sentence. Without limiting Copyright 2016©Lexipol, LLC 1995-2016 Rev 12/1/16 2 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 LOW the generality of the foregoing, Agency will not import, upload, or otherwise make available any Subscription Material or any Derivative Work prepared by or for Agency into or onto any third party knowledge, document, or other content management system or service without Lexipol's prior written consent. The foregoing does not, however, prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by or for Agency pursuant to an order from a court or other governmental agency or other legal process, or Freedom of Information Act(FOIA) request, or Public Records Act(PRA) request, nor does it prohibit or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible website for official Agency purposes, so long as Agency includes the appropriate copyright and other proprietary notices on such final policy document as required by Section 4 above. 6. Account Securit°L, Agency is solely responsible for maintaining the confidentiality of Agency's user name(s)and password(s) and the security of Agency's Account. Agency will not permit access to Agency's Account, or use of Agency's user name(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol in writing if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency's Account or Agency's user name(s) and/or password(s). 7. Privacv 'Policv. Lexipol will hold all information Agency provides in confidence unless required to provide information in accordance with an order from a court or other governmental agency or other legal process such as a Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially reasonable efforts to ensure the security of information provided by Agency. Lexipol's system also uses Secure Socket Layer(SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts information as it travels between the Agency and Lexipol. However,Agency acknowledges and agrees that Internet data transmission is not always 100% secure and Lexipol does not warrant or guaranty that information Agency transmits utilizing the Lexipol system or online platform is 100% secure. Agency acknowledges that Lexipol may provide view-only access and summary information (including but not limited to, status of number of policies developed or in development, percentage of staff reviews of developed policies, and percentage of DTBs taken)to the Agency's affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association, if they are actively funding their member Agencies' Subscription Fees. 8. Eolicy Adoli2n. Agency hereby acknowledges and agrees that any and all policies and Daily Training Bulletins (DTBs) included in the Subscription Material provided by Lexipol have been individually reviewed, customized and adopted by Agency for use by Agency. Agency further acknowledges and agrees that neither Lexipol nor any of its agents, employees or representatives shall be considered "policy makers" in any legal or other sense and that the chief executive of Agency will, for all purposes, be considered the"policy maker"with regard to each and every such policy and DTB. 9. Disclaimer of Liability. In developing the Subscription Materials, Lexipol has made a good faith effort to comply with all applicable statutes, case law and industry standards in effect at the time such Subscription Materials are provided to Agency. While Lexipol has made such a good faith effort, Agency acknowledges and agrees that Lexipol its officers, agents, managers, and employees will have no liability to Agency or any other person or entity arising from or related to the Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the Subscription Materials. 10. Limitation of Liability. Lexipol's cumulative liability to Agency and any other person or entity for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the use of any Subscription Materials shall not exceed the subscription fees actually paid to Lexipol for the use of the Subscription Materials under this Agreement during the twelve-month period immediately prior to the assertion of such claim, demand or action. In no event shall Lexipol be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Lexipol has Copyright 2016©Lexipol, LLC 1995-2016 Rev 12/1/16 3 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 LOW been advised of the possibility of such damages. The limitations set forth in this Section shall apply whether Agency's claim is based on breach of contract, tort, strict liability, product liability or any other theory or cause of action. 11. Non-T"ransferabil"rty. The subscriptions and rights to use the Subscription Material granted by this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to any other person or entity. 12. Confidentiatitt. From time to time during the term of this Agreement,a party may be required to disclose information to the other party that is marked"confidential" or the like, or that is of such a type that the confidentiality thereof is reasonably apparent ("Confidential Information"). The receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receiving party's directors,officers, employees, agents and other representatives(collectively"Representatives")who have a need to know such Confidential Information in connection with the business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential and to use it only as permitted by this Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third party (except as otherwise provided for herein). Notwithstanding the foregoing, however, a panty may disclose Confidential Information of the other party pursuant to any governmental,judicial, or administrative order, subpoena, discovery request, regulatory request, or Freedom of Information Act(FOIA) request, or Public Records Act(PRA) request, or similar method, provided that the party proposing to make any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any breach of this Section by any of such party's Representatives. Miscellaneous. 13.1 Gover"n'inra Law, This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 13.2 Entine Aweement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and understandings with respect to the subject matter hereof, including without limitation any and all agreements and understandings pertaining to the use of the Subscrition Materials by Agency. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form or document of Agency, which are inconsistent with, or in addition to,the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically agreed to in writing by it. 13.3 Headings. The captions and other headings contained in this Agreement are for convenience only and shall not be considered a part of or affect the construction and interpretation of any provision of this Agreement. 13.4 Counterggrts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. 13.5 Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. Copyright 2016©Lexipol, LLC 1995-2016 Rev 1211116 4 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 L Mp Il 13.6 Attorneys' Fees. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation. 13.7 General Interpretation, The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any person or entity. 13.8 Notices, Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given by personal delivery, by certified mail, postage prepaid, or by recognized overnight delivery service to the appropriate party at the address of such party stated on the cover sheet to which these General Terms and Conditions are attached, or such other address as such party may indicate by a notice delivered to the other party in accordance with the terms of this Section. Alternatively, electronic mail or facsimile notice is acceptable when acknowledged by the receiving party. 13.9Invalidity of Provisions, Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. Further, if a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, then the parties agree that the court should endeavor to give effect to the parties' intention as reflected in such provision to the maximum extent possible. 13.10 Waiver. Lexipol's failure to exercise, or delay in exercising, any right or remedy under any provision of this Agreement shall not constitute a waiver of such right or remedy. Copyright 2016©Lexipol, LLC 1995-2016 Rev 12/1/16 5 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 14. TERMINATION. 14.1 Except as otherwise provided,AGENCY may terminate this Agreement at any time with or without cause. 14.2 LEXIPOL may terminate this Agreement at any time with AGENCY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. 15. INDEMNIFICATION. 15.1 Indemnification for Professional Services. LEXIPOL will save harmless and indemnify and at AGENCY's request reimburse defense costs for AGENCY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by LEXIPOL or any of LEXIPOL's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from AGENCY's sole negligence or willful misconduct. 15.2 For purposes of this section "AGENCY" includes AGENCY's officers, officials, employees, agents, representatives, and certified volunteers. 15.3 It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 15.4 The requirements as to the types and limits of insurance coverage to be maintained by LEXIPOL as required by Section 16, and any approval of said insurance by AGENCY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by LEXIPOL pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 16. INSURANCE. 16.1 Before commencing performance under this Agreement, and at all other times this Agreement is effective, LEXIPOL will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Business automobile liability N/A Workers compensation Statutory requirement 16.2 Commercial general liability insurance will meet or exceed the requirements of the most recent ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name AGENCY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by AGENCY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a 6 DocuSign Envelope ID:CE131BE6-436D-4527-A5FF-8226201BD013 Agreement No. 5567 "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to AGENCY. 16.3 Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," LEXIPOL will continue to renew the insurance for a period of three (3)years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement and will cover LEXIPOL for all claims made by AGENCY arising out of any errors or omissions of LEXIPOL, or its officers, employees or agents during the time this Agreement was in effect. 16.4 Waiver of Subrogation. Each policy evidencing insurance required to be carried by LEXIPOL must include the following clauses and provisions: (i)that such policy and the coverage evidenced thereby must be primary and non-contributing with respect to any policies carried by AGENCY; (ii) a waiver by the insurer of any right to subrogation against AGENCY and other additional insured entities, its or their agents, employees and representatives which arises or might arise by reason of any payment under such policy(ies) or by reason of any act or omission of LEXIPOL, its agents, employees or representatives. Any policy of insurance required to be carried by LEXIPOL that names the parties set forth in this section as additional insured entities may not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance fully and completely insures such additional insured entities for all loss or expense. 16.4 LEXIPOL will furnish to AGENCY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by AGENCY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of"A:VII." 16.5 Should LEXIPOL, for any reason, fail to obtain and maintain the insurance required by this Agreement, AGENCY may obtain such coverage at LEXIPOL's expense and deduct the cost of such insurance from payments due to LEXIPOL under this Agreement or terminate pursuant to Section 15. 17. INDEPENDENT CONTRACTOR. AGENCY and LEXIPOL agree that LEXIPOL will act as an independent contractor and will have control of all work and the manner in which it is performed. LEXIPOL will be free to contract for similar service to be performed for other employers while under contract with AGENCY. LEXIPOL is not an agent or employee of AGENCY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits AGENCY provides for its employees. Any provision in this Agreement that may appear to give AGENCY the right to direct LEXIPOL as to the details of doing the work or to exercise a measure of control over the work means that LEXIPOL will follow the direction of the AGENCY as to end results of the work only. [END OF DOCUMENT] 7