Loading...
HomeMy WebLinkAbout25A - AGMT - PD POLICY MANUAL SUPPORTREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 16, 2013 TITLE: AGREEMENT WITH LEXIPOL, LLC TO PROVIDE POLICY MANUAL MAINTENANCE AND SUPPORT TO THE POLICE DEPARTMENT /C/?? CITY-MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2od Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Lexipol, LLC, for a three-year period, to provide policy manual maintenance, support and training services, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION Lexipol, LLC ("Lexipol") proposes to provide the Police Department with a web-based law enforcement policy manual to replace the existing policy manual that is currently maintained by the department. The Lexipol Law Enforcement Policy Manual has over 140 policies based on federal and state laws, regulations and law enforcement best practices. Lexipol's policy manual is written by legal and law enforcement professionals who constantly monitor major court decisions, legislation and emerging trends affecting law enforcement operations. Lexipol provides regular updates in response to legislative mandates, case law and evolving law enforcement best practices. Once implemented, the use of Lexipol will reduce staff time spent revising and drafting departmental policies. Lexipol archives departmental policies and tracks changes, facilitating improved documentation of policy revisions. Lexipol also documents officers who have reviewed certain policies for keeping up-to-date training records. In addition, Lexipol proposes to provide Daily Training Bulletin services that will provide comprehensive daily training to help police employees learn the content of the policy manual and the practical application of the policies. Each year, Lexipol will furnish 365 customizable, scenario- based training bulletins that will link directly to the policy manual. The Daily Training Bulletins will address use of force, vehicle operation, discriminatory harassment, and a variety of other law enforcement risk management topics. The Police Department will have the ability to customize the Daily Training Bulletins to address agency-specific topics. 25A-1 Agreement with Lexipol LLC September 16, 2013 Page 2 The first year subscription fee is $17,950. The annual Daily Training Bulletin fee is waived during the first year subscription period. Annual subscription renewal fees for the second and third years of this agreement will be $33,200 per year ($6,200 annual update fee and $27,000 annual Daily Training Bulletin Fee). At the conclusion of the three year agreement term, the total amount paid to Lexipol will be $84,350. FISCAL IMPACT Funds for this agreement are available in the Criminal Activity - DOJ Contract Services account (no. 02614450 62300). Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNT: mck%?' rl . t , Francisco Gutierrez Executive Director Finance and Mgt. Svcs. Agency 25A-2 THIS ONLINE SUBSCRIPTION AGREEMENT, made and entered into this 16`x' day of September, 2013 by and between Lexipol, LLC., a Delaware Limited Liability Company (hereinafter "Contractor"), 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"). RECITALS A. The City desires to retain a Contractor having special skill and knowledge in the field of providing an online subscription to standard yet customizable law enforcement policy manual along with daily training bulletins. B. Contractor represents that Contractor is able and willing to provide such services to the 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: 1. SCOPE OF SERVICES Contractor shall provide access to the law enforcement policy manual and daily training bulletins as described in the proposal attached hereto as Exhibit "A" and pursuant to the terms and conditions for use of subscription material attached hereto as Exhibit "B." COMPENSATION a. (1) City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement, shall be $84,350. For each year, the rates and charges are as follows: (a) $17,900 subscription fee for the first year; (b) $6,200 annual update fee and $27,000 daily training bulletin fee billed annually beginning the second year. 3. TERM This term of this Agreement shall be for an initial three (3) year period, unless terminated earlier in accordance with Section XIII of the terms and condition set forth in the attached Exhibit "A." 4. NOTICE 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 25A-3 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 Facsimile (714) 647-6956 With courtesy copies to: and Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 245-8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Facsimile (714) 647-6515 To Contractor: Lexipol, LLC. 6B Liberty #200 Aliso Viejo, California 92656 Facsimile (949) 484-4443 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, any 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, 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. 5. EXCLUSIVITY AND AMENDMENT This Agreement including the attachments (Exhibits A and B) represent the complete and exclusive statement between the City and Contractor, and supersedes any and all other 25A-4 agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 6. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIZAR Clerk of the Council CITY OF SANTA ANA CARLOSROJAS Acting City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney LEXIPOL, LLC. By: Laura A. Rossini Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Acting Chief of Police By: Tax. ID # 3 25A-5 Exhibit A 25A-6 Exhibit B 25A-7 JPj -4 Leap01 Predictable is Preventable PROPOSALFOR Santa Ana Police Department LAW ENFORCEMENT POLICY MANUAL & DAILY TRAINING BULLETIN SERVICES June 7. 2013 Lexipol, LLC 6B Liberty, Suite 200 Aliso Viejo, California 92656 949.484.4444 www.lexipol.com ©1995 - 2013 Lexipol, LLC. All Rights Reserved 25A-8 Predictable is Preventable Santa Ana Police Department - California Law Enforcement Policy Manual & Daily Training Bulletins Based on 325 full-time sworn Year 1 • 1st Year Subscription Fee - $17,950 (This fee includes all development tools and policy updates. Daily Training Bulletins are included at no charge during the remainder of the 1 st Year Subscription period, following final adoption of the Policy Manual. The DTB free trial period expires at the end of the 1st Year Subscription period, at which point it is an optional paid service.) Year 2 (to be billed annually beginning Year 2) • Annual Update Fee - $6,200 (Billed Year 2- includes all web-based tools, Forum, and Policy Manual updates) • Daily Training Bulletin Fee - $27,000 (Billed Year 2 - Optional- includes 365 unique scenario-based exercises) Lexipol - Proposal for Santa Ana Police Department © 1995-2013 Lempol, LLC. All Rights Reserved 25A-9 Predictable is Preventable June 7, 2013 Lexipol appreciates the opportunity to propose our Policy Manual and Daily Training Bulletin service to the Santa Ana Police Department. Our goal is to help our clients successfully face the evolving challenges in the world of public safety. Lexipol provides clear benefits in terms of managing, disseminating and archiving your agency's policies and training records. Agencies that adopt our policy subscription service have clear, effective policy manuals that reflect the true values and policing philosophy of their agency. Lexipol offers the most comprehensive solution for managing policy in law enforcement agencies. We are often recognized for our proactive approach in decreasing liability exposure backed by Lexipol's technical and legal expertise. The Lexipol system has helped public safety agencies reduce risk and stay ahead of litigation trends, while communicating clear and concise policy guidance to their employees. Policy Manual Development: Lexipol has created policy content that is specific to federal and to California state law. This "master" content can then be customized by the Santa Ana Police Department. Your agency is prompted through interactive online software to develop Policy Manuals standardized with regulatory requirements yet customized to the agency's unique mission, philosophy and resource availability. The proprietary software allows efficient and accurate generation of a draft version of the manual from an online questionnaire. Daily Training Bulletin Component: The training component consists of Lexipol's Daily Training Bulletins (DTBs). These give the Santa Ana Police Department the ability to train and test employees on its policies and procedures. The DTBs consist of a brief scenario illustrating realistic circumstances officers typically encounter. Each scenario is linked to a policy, which puts the policy in an operational context and helps sworn personnel understand why the policy exists and how it applies to their daily tasks. The DTB system includes a brief test, which the officer must pass to be credited with the DTB training. The Santa Ana Police Department will receive DTB packages (via email) monthly, with each bulletin linked to a current policy. Your Department staff will also have the ability to create their own customized DTBs in the Lexipol system as they identify areas that require additional training. Lexipol's DTB training component allows the Santa Ana Police Department to track its training by officer, topic or policy. This information is archived electronically and can be produced immediately for current reports, or retrieved years later, thereby providing significant litigation and administrative support. Lexipol - Proposal for Santa Ana Police Department © 1995-2013 Lempol, LLC. All Rights Reserved 25A-10 Unique Qualifications: Lexipol has established a unique set of risk management tools for law enforcement agencies by integrating agency-specific, customized policy manuals with the Daily Training Bulletin service. The Lexipol policy and training system has helped public safety agencies throughout California and the country, reduce risk and stay ahead of litigation trends, while at the same time communicating clear and concise policy guidance to their employees. Proprietary System and Tools: More than 140 core policies based on federal standards and California statutes and case law, regulatory actions, and law enforcement best practices are available with our intuitive tool set. Your agency has full editing capability to customize the manual to reflect your agency's mission and philosophy. Our color-coded key reflects the origin of the content and its relative importance. The final product, which is not color-coded, is a professional, well organized, easy-to-read manual online in Lexipol's Knowledge Management System and in hard copy. There is no other system in the nation that incorporates all of these features at affordable annual subscription rates. Updates: Lexipol provides regular updates in response to legislative mandates, case law and evolution in best practices. We also provide client alerts in response to precedent-setting court decisions or events that call for immediate changes to policy. These updates would be customized for the Santa Ana Police Department and your mission. Adaptability: Our clients range from one to 2,500 sworn personnel and include municipal police departments, county sheriff offices, county district attorney offices, port police, probation departments, school district and university police, tribal police, state regulatory and law enforcement agencies, federal agencies and military agencies. Scale: Over 1,500 public safety agencies serving more than 86,000 officers in 15 states use the Lexipol system. Our subscriber base is one of the largest private networks of law enforcement policy collaborators in the nation. Archiving: Each version of your manual is archived on the Lexipol system. This is an invaluable resource in defense litigation or personnel matters that call for authenticated copies of policy or training records years after an incident. Cost Effective Development: A fully burdened officer can cost an agency upward of $100K in salary and benefits. Most small to mid-sized agencies assign one officer to update and maintain their policy manual, which can consume 50% to 80% of the officer's time. A typical officer does not have the experience or resources to translate statutes, case law and emerging trends into usable, defensible policy in patrol, investigations, traffic, property, custody or personnel. At Lexipol we proactively do this work for you, typically at less than 5% of the cost of an officer. Ready Access: Many agencies describe their pre-Lexipol policy system as convoluted, reactive and not serving the agency well. Their employees have trouble accessing the policy system because the documents are contained in disparate silos of information. Policy Training: The integrated Daily Training Bulletin component is a customized, scenario- based daily training program that links directly to the policy manuals. The Daily Training Bulletin program is standardized, verifiable, realistic, and ongoing training that links directly to your Lexipol - Proposal for Santa Ana Police Department © 1995- 2013 LeApol, LLC. All Rights Reserved 25A-11 policy manual. Archiving of training records provides verifiable evidence of achieving specific learning objects. Lexipol is uniquely qualified to provide our Policy Manual and Daily Training Bulletin service to the Santa Ana Police Department. For the past 10 years, we have created proven, court-tested law enforcement policy. Actuarial data shows Lexipol's unique, cost-effective policy and training system reduces the numbers of claims and claims paid - typically by 69% over previous years. We have a 100% defense record of our policies in courtrooms across America. In addition, Lexipol provides a highly cost-effective model and powerful, easy-to-use web-based tools that support your agencies and provide: • Policies and procedures that reflect up-to-date, applicable industry standards and best practices; • Customized content for the Santa Ana Police Department; • Daily scenario-based training that reinforces your approved policies and procedures; • Regular updates to your policies and procedures as statutes, case law, and regulations change; Lexipol is America's leading source of risk management resources for public safety organizations, delivering its services through a unique, web-based development system and an integrated training component. Training Support: The Santa Ana Police Department policy administrators may attend any and all online training sessions (which can be repeated as many times as necessary): 1) Knowledge Management System (KMS) Training - which is your portal for policy editing and development and 2) Project Management session - which will introduce your Policy Manager to the Lexipol Electronic Client Toolkit (ECT) and the Project Management Guide (PMG). Our Project Management Guide and Electronic Toolkit are included in the Lexipol subscription fee, and will aid your agency in completing your manual in a timely fashion. Our Project Management Guide provides tips and guidelines on how to achieve this goal. The Electronic Toolkit contains a couple of "best practices" examples that may give your agency some ideas as to how others have implemented the manual. Our Program Development and Customer Service teams are also available throughout the development process to provide guidance and answer questions. Lexipol History Lexipol was founded in 2003 by merging Bruce Praet's acclaimed policy manual work with Gordon Graham's innovative "Five Pillars of Success" approach to risk management. Today, Lexipol is comprised of an all-star team of public safety veterans. Former executives of law enforcement and fire services lead the major divisions of the company. In fact, the majority of all Lexipol employees are former or active duty public safety members. This confluence of real world experiences in the areas of law, public service, and business gave rise to Lexipol's unique system of risk management tools. Lexipol - Proposal for Santa Ana Police Department © 1995-2013 Lexipol, LLC. All Rights Reserved 25A-12 Lexipol LLC 66 Liberty, CA Aliso Viejo, CA 92656 hTel: 949-484-4444 Lexipol Fax: 949-484-4443 TERMS AND CONDITIONS FOR USE OF SUBSCRIPTION MATERIAL 1. ACCEPTANCE OF TERMS The services that Lexipol, LLC, a Delaware Limited Liability Company (hereinafter "Lexipol"), provides to Agency, Customer, User, Purchaser are subject to the following Terms and Conditions of Use. These Terms and Conditions are valid through the subscription period of one year. Lexipol reserves the right to update/change the Terms and Conditions of Use on the renewal date of the subscription agreement period whereas those updates/changes on the Terms and Conditions of Use will be valid for the new subscription period. This document represents the most current version of the Terms and Conditions of Use. Any changes or updates can be reviewed by clicking on the "Terms and Conditions of Use" hypertext link located on Lexipol's Forum page once Agency becomes a subscriber. AGENCY MUST AGREE WITH THESE TERMS AND CONDITIONS OF USE BEFORE AGENCY CAN USE THIS ONLINE PLATFORM. It. DESCRIPTION OF SERVICES Through Lexipol's online platform, Lexipol provides Agency with access to the Lexipol Knowledge Management System. Lexipol provides numerous subscriptions to this system, each with varying services depending on the level of subscription. The Agency is subscribing to the services indicated on the data page included on the last page of this agreement. III. MEMBER ACCOUNT, PASSWORD AND SECURITY If any of the Services provided to Agency by this online platform requires Agency to open an account, Agency must complete the registration process by providing Lexipol with current, complete and accurate information as prompted by the applicable registration form. Agency will also be able to change the user name and password on the account after initial login. Agency is entirely responsible for maintaining the confidentiality of Agency's password and account. Agency is entirely responsible for any and all activities that occur under Agency's account. Agency agrees to notify Lexipol immediately of any unauthorized use of Agency's account or any other breach of security. Agency may not use any other Agency's account at any time, as Agency's password and user name are for the purchaser's sole use. Purchasers of content through this online platform 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. Neither Agency nor its administrators or users may permit use of user names and passwords by third parties. Neither Agency nor its users may provide access to any of the services to any third party, or any other user not authorized to access services provided pursuant to this agreement. Agency Administrator may be granted administrator passwords permitting access to Lexipol Forum Pages, Release Notes and Guide Sheets; Agency Administrators may not permit use of administrator user names and administrator passwords by any other user. Copyright 2013 © Lexipol, LLC 1995-2013 V05.13.13 25A-13 Agency, administrators and users are responsible for maintaining the confidentiality of user names and passwords assigned to them and for restricting access to Lexipol services by unauthorized users. Unauthorized use of user names and passwords could result in suspension of access to Lexipol services. IV. NOTICES Any notice to be given to the parties shall be sent to Lexipol at the address above or if to the Agency to the contact person registered as the authorized signer. V. PAYMENT TERMS Agency agrees to pay the current fees for all services purchased using Agency's user name and password. All services are payable in full within thirty (30) days from invoice date. Any amounts past sixty (60) days from due date shall accrue interest at one (1%) percent per month for past due accounts. Invoices are sent thirty (30) days previous to the subscription start date and anniversary date thereafter. All payments are applied to the oldest balance. VI. PRIVACY POLICY Lexipol shall keep all information Agency provides confidential and private unless required to provide information in accordance with an order from a court of competent jurisdiction. Agency acknowledges Lexipol may provide view only access and summary information to the Agency's affiliated Risk Management Authority, Insurance Pool or Group if they have provided an economic subsidy. Because security is important to Lexipol and our users, Lexipol will always make reasonable efforts to ensure the security of Lexipol's systems. Lexipol employs security systems to protect the information Lexipol receives from Agency's users. The Lexipol Policy online platform uses Secure Socket Layer (SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts information as it travels between customer and Lexipol. Please be aware that Internet data transmission is not always 100% secure and Lexipol cannot warrant that information Agency transmits utilizing Lexipol's Service or online platform is 100% secure. VII. APPLICATION OF LAW AND JURISDICTION Agency agrees that any claim, action, or proceeding arising out of these Terms and Conditions of Use, or Agency's use of the online platform, 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 California. 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. VIII. INDEMNIFICATION Agency understands 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 Agency. Agency acknowledges 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, Agency acknowledges 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. Copydght 2013 © Lempol, LLC 1995-2013 V05.13.13 25A-14 To the fullest extent permissible under applicable law, and except as otherwise herein, Lexipol and/or other persons creating or transmitting the information and the service will in no event be liable to Agency 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 Agency 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 with the exception of liability resulting from a finding of gross negligence, and/or willful and wanton conduct of Lexipol. IX. COPYRIGHT Agency expressly acknowledges and agrees that each and every policy provided by Lexipol including, but not limited to, all updates, revisions to Lexipol content, Supplemental Policy Publications and/or Procedure Manuals, and Daily Training Bulletins are expressly created for Agency's exclusive use. Agency further agrees that Lexipol owns the copyright to all content created by Lexipol which is incorporated into Policy Manual(s),content created by Lexipol which is incorporated into Supplemental Policy Publications and/or Procedure Manuals, Policy and/or Procedure update content and Daily Training Bulletins (hereinafter "Lexipol Content"). Agency further agrees that any content within an Agency Policy Manual prepared by Agency, based in whole or in part on content created by Lexipol, or based on any Supplemental Policy Publications and/or Procedure Manuals, and Daily Training Bulletins copyrighted by Lexipol shall be derivative works subject to the copyright of Lexipol. Agency may not copy, republish, lend, modify, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means electronic or mechanical, or by any information storage and retrieval system, for commercial purposes, any Lexipol Content or derivative works thereof. Agency may not copy, republish, lend, modify, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means electronic or mechanical, or by any information storage and retrieval system, to any third party agency or company, regardless of commercial purpose or compensation, any Lexipol Content or derivative works thereof. Agency may not copy, republish, lend, modify, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means electronic or mechanical, or by any information storage and retrieval system, to any third party which provides services comparable to the services provided under this agreement in competition with Lexipol, regardless of commercial purpose or compensation, any Lexipol Content or derivative works thereof. Agency may not copy, republish, lend, modify, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means electronic or mechanical, or by any information storage and retrieval system, to effect importation into any third party Knowledge/Content Management Service which provides services comparable to the services provided under this agreement in competition with Lexipol, regardless of commercial purpose or compensation, any Lexipol Content or derivative works thereof. Nothing in this statement is intended to prohibit or restrict Agency from access and reproduction for department functions and providing any policies contained within the Policy Manual(s) pursuant to and authorized by a request under the Public Records Act, pursuant to Court order or any other lawful process. Nor is there intent to restrict Agency from use of any content created independently by agency and included in Lexipol's knowledge management systems. The Lexipol Forum Pages, Release Notes and Guide Sheets, (which are provided under the Policy Manual Subscription) are copyrighted by Lexipol. Agency may not copy, republish, lend, modify, V05.13.13 Copyright 2013 © Lexipol, LLC 1995-2013 25A-15 distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means electronic or mechanical, or by any information storage and retrieval system, the contents of Lexipol Forum Pages, Release Notes and Guide Sheets to any third party for any purpose without prior written permission of Lexipol. Agency is hereby given permission by Lexipol to reproduce any or all of the contents of Policy Manual(s), Supplemental Policy Publications and/or Procedure Manuals, Policy and/or Procedure update content and Daily Training Bulletins for its internal use. Agency is hereby given permission by Lexipol to prepare derivative works based on any or all of the contents of Policy Manual(s), Supplemental Policy Publications and/or Procedure Manuals, Policy and/or Procedure update content and Daily Training Bulletins for its internal use. Subject to the provisions of this Section IX, Agency shall have a perpetual right and license to use all materials provided by Lexipol for internal use under this Agreement, and all derivative works based on such materials. X. 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 Agency. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to Agency insofar as they relate to implied warranties. In those jurisdictions Lexipol shall use its best efforts, including industry standards of care, to insure satisfactory quality, performance and accuracy. XI. 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. XII. POLICY ADOPTION The Agency hereby agrees and certifies that any and all policies developed and provided by Lexipol and its agents, employees and representatives have been individually reviewed, customized and adopted for the exclusive use of the Agency. It is further acknowledged and agreed that Lexipol and its agents, employees and representatives shall not be considered "policy makers" in any legal or other sense and that, upon acceptance of the policy manual(s) and execution of this Agreement, the chief executive of the Agency for all purposes be considered the "policy maker" with regard to each and every policy contained in said manual. XIII. TERMINATION This Subscription Agreement may be terminated at the annual anniversary date of the subscription period by written notice to the other party at least 30 days preceding the subscription anniversary date. Copyright 2013 © Lempol, LLC 1995-2013 V05.13.13 25A-16 Agency is purchasing the following service(s): POLICY MANUAL SUBSCRIPTIONS: Law Enforcement Policy Manual F-1 Custody Policy Manual Fire Policy Manual - includes DTBs Law Enforcement Daily Training Bulletins (DTB) Custody Daily Training Bulletins (CDTB) National Daily Training Bulletins (NDTB) Please complete all fields and place N/A where applicable (Chief/Sheriff Name) (Title) (Chief/Sheriff Email) (Chief/Sheriff Direct Phone) (Custody Facility Manager Name) (Title) (Custody Fac. Mgr Email) (Custody Fac. Mgr Direct Phone) (Name of Agency as you want it to appear on the manual) (Agency Street Address) (City) (State) (Zip Code) (County) (Custody Street Address - If different) (City) (State) (Zip Code) (County) (Billing Address if different from above) (City) (State) (Zip Code) (Agency Phone) (Fax) (Email) (Risk Management Group/Insurance Pool) (Accreditation Agency) (No. of Authorized Sworn Officers) (If Custody - No. of Beds) (Agency Fiscal Year End) (Agency Website) (Policy Primary User Full Name) (Title) (Policy Primary User Phone) (Policy Primary User Email) (Custody Primary User Full Name) (Title) (Custody Primary User Phone) (Custody Primary User Email) (Policy Unique User ID number for system access; 2-5 digits i.e. badge number, employee number) (Custody Unique User ID number for system access; 2-5 digits i.e. badge number, employee number) The subscription agreement is authorized and approved bv: (Name of Authorized Signer) (Title) (Email, Authorized Signer) (Phone, Authorized Signer) Authorized Agency Signature Date Please return all rive (5) pages via fax, email or send to: Fax: 949.484.4443 - Email: contracts(a)lexlool.com Send: Lexipol LLC, 6B Liberty, Suite 200, Aliso Viejo, CA 92656 V05.13.13 Copyright 2013 © Lexipol, LLC 1995-2013 5 25A-17 25A-18