HomeMy WebLinkAboutLEXIPOL, LLC 1AGREEMENT TERMINATION
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AGREEMENT
THIS AGREEMENT, made and entered into this Vt day of October, 2006 by and
between LEXIPOL, LLC, a California Limited Liability Company (hereinafter
"Lexipol"), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California
(hereinafter "City").
NOW THEREFORE, in consideration of the mutual and respective promises, and
subject to the terms and conditions hereinafter set forth, the parties agree as
follows:
ACCEPTANCE OF TERMS
The services that Lexipol, LLC, a California Limited Liability Company
(hereinafter "Lexipol"), provides to you are subject to the following Terms and
Conditions of Use. Lexipol reserves the right to update the Terms and Conditions
of Use at any time. The most current version of the Terms and Conditions of Use
can be reviewed by clicking on the "Terms and Conditions of Use" hypertext link
located at the bottom of our Web page. YOU MUST AGREE WITH THESE
TERMS AND CONDITIONS OF USE BEFORE YOU CAN USE THIS WEB
SITE. Should these terms change, Lexipol will notify the agency in writing.
II. DESCRIPTION OF SERVICES
Through Lexipol's Web site, Lexipol provides you with access to the Lexipol
Knowledge Management System (KMS). Lexipol provides numerous
subscriptions to this system, each with varying services depending on the level of
subscription. The different subscriptions are: 12 month Policy Development
Subscription, 12 month Policy Update Subscription, and 12 month Daily Training
Bulletin Subscription. See Scope of Services attached hereto.
III. MEMBER ACCOUNT, PASSWORD AND SECURITY
If any of the Services provided to you by this website requires you to open an
account, you must complete the registration process by providing us with current,
complete and accurate information as prompted by the applicable registration
form. You will also [choose/be provided] a password and a user name. You are
entirely responsible for maintaining the confidentiality of your password and
account. Furthermore, you are entirely responsible for any and all activities that
occur under your account. You agree to notify Lexipol immediately of any
unauthorized use of your account or any other breach of security. Should Lexipol
become aware of any internet security breach at any time, the company will
attempt to isolate and minimize the impact as quickly as possible and will notify
the agency of any impact on the agency's account. You may not use anyone
else's account at any time, as your password and user name are for the
purchaser's sole use. Purchasers of premium content through this Web site are
not permitted to share, distribute, sell, or otherwise transfer their password to
other individuals. Significant or unusual use of a single user name and password
(including, but not limited to, significant use of a single user name and password
on multiple computers) could result in suspension of that password. The premium
content is protected by the copyright laws of the United States of America and
the other terms of this Terms and Conditions of Use page.
IV. PAYMENTS
You agree to pay the current fees for all services purchased using your user
name and password. All services are payable in full within forty-five (45) days
from subscription acceptance. Any amounts past sixty (60) days shall accrue
interest at one (1) percent per month for past due accounts.
V. PRIVACY POLICY
Lexipol shall keep all information you provide confidential and private in
accordance with our privacy policy. Because security is important to Lexipol and
our users, we will always make reasonable efforts to ensure the security of our
systems. Lexipol employs security systems to protect the information we receive
from our users. The Lexipol Policy Web site uses Secure Socket Layer (SSL)
Protocol for browsers that support 128-bit encryption (such as Microsoft®
Internet Explorer 5 and greater). SSL encrypts information as it travels between
the customer and Lexipol. Please be aware that Internet data transmission is not
always 100% secure and we cannot warrant that information you transmit
utilizing our Service or Web site is 100% secure.
VI. APPLICATION OF LAW AND JURISDICTION
You agree that any claim, action, or proceeding arising out of these Terms and
Conditions of Use, or your use of the Web site, shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts to be wholly performed therein, and any action based on or alleging a
breach of this Agreement must be brought in a state or federal court in Orange
County, California. In addition, you agree to submit to the personal jurisdiction of
such courts. This Agreement shall be governed and interpreted pursuant to the
laws of the State of California, United States of America, notwithstanding any
principles of conflicts of law.
VII. INDEMNIFICATION
You understand that Lexipol and its agents, employees and representatives have
developed policy guidelines and content in a good faith effort to comply with all
applicable statutes, case law and industry standards in effect at the time such
policies were approved and adopted by yourself. You acknowledge that Lexipol
shall not be responsible for updating these policies to adhere to subsequent
changes in the law or other conditions and those changes and updates will only
be provided by Lexipol as a part of an annual subscription. While Lexipol has
made a good faith effort to develop all policies and training in accordance with
existing law and standards, you acknowledge that neither Lexipol nor any of its
agents, attorneys, employees or representatives are obligated to provide legal
representation, defense, or indemnification for any litigation in which said policies
are subject to challenge. To the fullest extent permissible under applicable law,
Lexipol and/or other persons creating or transmitting the information and the
service will in no event be liable to you or anyone else for any direct, indirect,
consequential, incidental, special, exemplary, or punitive damages for the
information, even if Lexipol or other persons creating or transmitting the
information or the service shall have been advised of the possibility of such
damages. To the fullest extent permitted by law, Lexipol or other persons
creating or transmitting the service and the information shall have no
responsibility or liability to you or anyone else under any tort, contract,
negligence, strict liability, products liability or other theory with respect to any
subject matter of this agreement or terms and conditions of use thereto.
VIII. COPYRIGHT
You expressly acknowledge and agree that each and every policy provided by
Lexipol, its agents, employees, and representatives including, but not limited to,
all updates, revisions the entire Policy Manual and Daily Training Bulletins
purchased from Lexipol were expressly created for your exclusive use. You
further agree that all policy, update, revision or Daily Training Bulletins originally
provided by Lexipol are protected under copyright agreements and may not be
sold. Nothing in this statement is intended to prohibit or restrict you from access
and reproduction for department use and providing any policies contained within
the Policy Manual pursuant to and authorized by a request under the Public
Records Act, pursuant to Court order or any other lawful process.
IX. DISCLAIMER OF WARRANTIES
THE SERVICE AND ALL INFORMATION IS PROVIDED "AS IS" WITHOUT
WARRANTIES, EXPRESS OR IMPLIED, OR REPRESENTATIONS OF ANY
KIND WHATSOEVER. THERE SHALL BE NO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON -
INFRINGEMENT OF PROPRIETARY RIGHTS, ENJOYMENT OF THE
INFORMATION OR SERVICE, SYSTEM INTEGRATION, OR ACCURACY OF
THE INFORMATION. TO THE FULLEST EXTENT PERMITTED BY LAW,
LEXIPOL DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY
TIMELINESS, AND PERFORMANCE OF THE INFORMATION AND THE
SERVICE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY
PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU.
Some jurisdictions do not allow the disclaimer of implied warranties. In such
jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate
to implied warranties. Lexipol shall use its best efforts, including industry
standards of care, to insure satisfactory quality, performance and accuracy.
X. NON -WAIVER AND SEVERABILITY
Lexipol's failure to exercise any right or provision of this Agreement shall not
constitute a waiver of such right or provision. If a court of competent jurisdiction
holds any provision of this Agreement to be invalid, the parties nevertheless
agree that the court should endeavor to give effect to the parties' intentions as
reflected in the provision, and agree that the other provisions of this Agreement
remain in full force and effect.
XI. NOTICES
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if
delivered in person or mailed by first class or certified mail, postage prepaid, or
sent by telefacsimile or other telegraphic communication in the manner provided
in this Section, to the following persons:
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
telefacsimile (714) 647-6956
With courtesy copies to:
and,
Chief of Police
Santa Ana Police Department
60 Civic Center Plaza (M-97)
Santa Ana, California 92702
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Lexipol, LLC
P.O. Box 668
San Juan Capistrano, CA 92683
Tel: 949-484-4444
Fax: 949-484-4443
A party may change its address by giving notice in writing to the other
party. Thereafter, any notice, tender, demand, delivery, or other communication
shall be addressed and transmitted to the new address. If sent by mail, any
notice, tender, demand, delivery, or other communication shall be effective or
deemed to have been given three (3) days after it has been deposited in the
United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender,
demand, delivery, or other communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these time frames, weekends, federal, state,
County or City holidays shall be excluded.
Scope of Services
12 month Policy Development Subscription Cost: One time fee of
$14,950.00, includes full access to the online development tools and access to
support staff for a 12 month period. The initial term commences October 1, 2006
and runs through October 31, 2007.
Lexipol will provide full access for one year to our proprietary online policy
development system. The system includes a comprehensive questionnaire
defining the nomenclature, structure and scope of mission of the agency.
Completion of the questionnaire prompts the selection of content for a first Draft
of the Policy Manual. The content of the Draft is color coded to convey the origin
and relative importance of the selected content: red- federal statute and case
law, orange -state statute and case law, yellow -best practices, & green -
discretionary policies. Editing features include adding new policies, selecting
from existing optional policies from Lexipol, deletion of suggested content,
addition of clarifying sections or sub -sections through out the entire manual.
Adoption of the final content triggers publication delivered by PDF file and bound
hard copies. Adoption also creates the initial archiving record tracking all future
changes with time -date stamps. Lexipol's staff is available during normal
working hours by phone and email along with online help features to assist the
agency with all questions.
12 month Policy Update Subscription
Lexipol will provide full access for one year to our proprietary policy update
system. This service includes: 1) Urgent updates prompted by changes to policy
we believe need immediate adoption, 2) Agency generated changes addressing
the normal evolution of an agency, 3) Maintenance updates including all new
policies and changes made through the previous calendar quarter. Full editing
capabilities are available 24/7. Archiving of all changes are time -date stamped.
Lexipol's staff is available during normal working hours by phone and email along
with online help features to assist the agency with all questions. Thereafter,
subscription to the update service is $4,950.00 for each subsequent year
commencing November 1, 2007.
12 Month Daily Training Bulletin Subscription (DTB) Cost: $90.00 per
officer per year. (Optional service)
Lexipol will provide 365 unique scenario -driven training bulletins focused on
topics of high risk, low frequency and policy changes. An agency receives one
month of Training Bulletins in advance of the beginning of the month. The mix of
topics is based on the agency's risk profile and is revised to reflect current events
and policy changes. Each bulletin describes a brief scenario and officer actions.
The next section references the agency's policy language guiding behavior for
this incident. The next section analyzes why this policy would apply. The bulletin
concludes with a lesson for the day. Upon completion of the training either in a
group setting or individually, the officer logs onto the Lexipol web site and
answers a brief T/F or multiple choice question. If the answer is incorrect, the
officer is prompted to reconsider. Final choice is recorded in the data base
owned by the agency. The agency administrator has access to pull reports from
the data base.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
date and year first above written.
ATTEST:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City torn y
By:
�NLCv`-
Paula Coleman
Assistant City Attorney
CITY OF SANTA ANA
,. DAVID N. RE
City Manager
LEXIPOL C�
D Mer le
Chief Executive Officer