HomeMy Public PortalAbout21-9889 Agreement with Lexipol LLC policy development software for OLPDSponsored by: City Manager
RESOLUTION NO. 21-9889
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF OPA-LOCKA, FLORIDA, RATIFYING THE PROPOSAL
AND EXECUTION BY THE CITY MANAGER OF AN
AGREEMENT BETWEEN THE CITY OF OPA-LOCKA AND
LEXIPOL, LLC; AUTHORIZING PAYMENT IN THE
AMOUNT OF FIFTY-THREE THOUSAND, NINE HUNDRED
SIXTY-TWO DOLLARS AND THIRTY-FIVE CENTS
($53,962.35); PROVIDING FOR ADOPTION OF
REPRESENTATIONS; PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, with the long-term goal of obtaining Florida accreditation, a
review of the current Opa-Locka Police Department ("OLPD") policies and
procedures was recently conducted. The review revealed many of the agency's
policies were outdated, incomplete, or not consistent with current best practices or
accreditation standards; and
WHEREAS, a search for companies best suited to assist with this task was
conducted and after careful review by City staff, a determination was made to select
and Lexipol, LLC ("Lexipol"); and
WHEREAS, being nationally recognized in the field of policy development,
Lexipol not only provides the necessary policy software, but it also provides
assistance in policy development and review based on nationwide policing "best
practices". The company also provides automated updates based on any changes
made as a result of court decisions, procedural changes, or Florida Statute updates.
This will reduce agency personnel costs needed to manually update policies, and it
will ensure that any policies utilized by the OLPD are the most current. In addition,
Lexipol services also include routine policy testing, free access to their "Police 1"
training site, and legal backing on any issues that are created as a result of their
approved policies; and
WHEREAS, in the State of Florida, Document Management System "DMS"
software is required for all accredited agencies. Lexipol has experience in creating
policies that meet accreditation standards, and they are one of the few software
companies that are compatible with DMS software. This added software benefit will
allow the agency to make a smooth transition once accreditation is obtained; and
Resolution No. 21-9889
WHEREAS, there are currently no other companies that have the capability,
experience, knowledge, or benefits of Lexipol. As a result, city staff is respectfully
requesting the Commission's approval of the Lexipol expenditures/ contract for use
by the Opa-Locka Police Department; and
WHEREAS, the City desires to enter into the herein described agreement with
Lexipol, LLC to provide services as set forth; and
WHEREAS, the City Commission of Opa-Locka desires to ratify the City
Manager's action in entering into an agreement with Lexipol, LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA, FLORIDA:
Section 1. Adoptions of Representations. The foregoing "Whereas" clauses
are hereby ratified and confirmed as being true, and the same are hereby made
a specific part of this Resolution.
Section 2. Ratification of Execution of Agreement and Authorization For
Payment. The City Commission of the City of Opa-Locka, Florida hereby
ratifies the City's Manager's execution of an agreement between the City of
Opa-Locka and Lexipol, LLC, attached hereto as Exhibit "A", for use of annual
subscription and professional services project material as provided herein and
further authorizes payment for the subscription services in the amount of Fifty -
Three Thousand, Nine Hundred Sixty -Two Dollars and Thirty -Five Cents
($53,962.35).
Section 3. This Resolution shall take effect immediately upon adoption, and is
subject to review by the State of Florida Financial Emergency Board for the City
of Opa-Locka, Florida.
PASSED AND ADOPTED this 28th day of July, 2021.
Matthew Pigatt, Mayor
2
Resolution No. 21-9889
Attest to:
Joa a Flores
Ci Clerk
Moved by: Commissioner Davis
Seconded by: Commissioner Taylor
VOTE:
3-0
Approved as to form and legal sufficiency:
Bur d- e Norris- eeks, P.A.
Cit ttorney
Commissioner Taylor YES
Commissioner Burke ABSENT
Commissioner Davis YES
Vice -Mayor Williams ABSENT
Mayor Pigatt YES
3
City of Opa-Iocka
AEenda Cover Memo
City
Manager:
John E. Pate
CM Signature:
/
Commission
Meeting
Date:
07.28.2021
Item Type:
(EnterX in box)
Resolution
' rn ce
Other
X
Fiscal
Impact:
(Enter X in box)
Yes
No
Ordinance Reading-
(Enter X in box)
in Reading
2"d Reading
x
Public Hearing:
(Enter X in box)
Yes
No
Yes
No
x
x
Funding
Source:
Account# :
(Enter Fund & Dept)
Ex:
Advertising Requirement:
(EnterXinbox)
Yes
No
x
Contract/P.O.
Required:
(Enter X in box)
Yes
No
RFP/RFQ/Bid#:
x
Strategic
Plan Related
(Enter X in box)
Yes
No
Strategic Plan Priority
Enhance Organizational
Bus. & Economic Dev
Public Safety
Quality of Education
Qual. of Life & City Image
Communication
Area:
N.
Strategic Plan Obj./Strategy:
(list the specific objective/strategy this
item will address)
X
•
•
•
•
•
Sponsor
Name
City Manager
Department:
City Manager
Short Title:
A resolution ratifying the agreement between the City of Opa-locka and Lexipol, LLC.
Staff Summary:
With the long-term goal of obtaining Florida accreditation, a review of the current OLPD policies and
procedures was recently conducted. The review revealed many of the agency's policies were outdated,
incomplete, or not consistent with current best practices or accreditation standards. It was clear that policy
development needed to be an agency priority in order to provide the appropriate guidance and
accountability to our members and ensure that the agency is operating at the highest professional standard.
A search for companies best suited to assist with this task was conducted. After careful review, a
determination was made to select and partner with Lexipol. Being nationally recognized in the field of policy
development, Lexipol not only provides the necessary policy software, but it also provides assistance in policy
development and review based on nationwide policing "best practices". The company also provides automated
updates based on any changes made as a result of court decisions, procedural changes, or Florida Statute
updates. This will reduce agency personnel costs needed to manually update policy, and it will ensure that any
policies utilized by the Opa-locka Police Department are the most current. In addition, Lexipol services also
include routine policy testing, free access to their "Policel" training site, and legal backing on any issues that
are created as a result of their approved policies.
Lastly, in the State of Florida, "DMS" software is required for all accredited agencies. Lexipol has experience in
creating policies that meet accreditation standards, and they are one of the few software companies that are
compatible with DMS. This added software benefit will allow the agency to make a smooth transition once
accreditation is obtained. There are currently no other companies that have the capability, experience,
knowledge, or benefits of Lexipol. As a result, staff is respectfully requesting the Commission's approval of the
Lexipol expenditures / contract for use by the Opa-locka Police Department.
Financial impact — The Cost of this service, $54,000, was approved in Budget Amendment # 3 and will be
charged to 65-521493 — General Expense in the Special Law Enforcement Fund
Proposed Action:
Staff recommends the approval.
Attachment:
Proposal
Sole Source Letter
JLEXIPOL
SOLUTIONS PROPOSAL
PREPARED FOR:
Opa-locka Police Department
City Manager and Director of Public Safety John Pate
jpate@opalockafl.gov
(305) 681-1033
PREPARED BY:
Dunnagan Motta
dmotta@lexipol.com
(469) 598-0227
2611 Internet Blvd, Ste 100
Frisco, Texas 75034
(844) 312-9500
www.lexipol.com
Executive Summary
Public safety agencies and local government organizations today face challenges of keeping
personnel safe and healthy, reducing risk and maintaining a positive reputation. Add to that
the dynamically changing legislative landscape and evolving best practices, and even the most
progressive, forward -thinking departments can struggle to keep up.
Lexipol's solutions are designed to save you time and money while protecting your personnel and
your community. Our team consists of professionals with expertise in public safety law, policy,
training, mental health and grants. We continually monitor changes and trends in legislation, case
law and best practices and use this knowledge to create policies, training, wellness resources and
funding services that minimize risk and help you effectively serve your community.
THE LEXIPOL ADVANTAGE
Lexipol was founded by public safety experts who saw a need for a better, safer way to run a
public safety agency. Since the company launch in 2003, Lexipol has grown to form an entire risk
management solution for public safety and local government. Today, we serve more than 8,100
agencies and municipalities and 2 million public safety and government professionals with a
range of informational and technological solutions to meet the challenges facing these dynamic
industries. In addition to providing policy management, online training, wellness resources, and
grant assistance, we provide 24/7 industry news and analysis through the digital communities
Police1, FireRescue1, Correctionsl, EMS1 and Govt.
Our customers choose Lexipol to make an investment in the safety and security of their personnel,
their agencies and their communities. We help agencies address issues that create substantial
risk, including:
Inconsistent and outdated polices
Lack of technology to easily update and issue policies and training electronically
Unchecked mental health needs of staff
Difficulty keeping up with new and changing legislation and practices
Inability to produce policy acknowledgment and training documentation
Unfamiliarity of city legal resources with the intricacies of public safety law
The need to secure grant funding for critical equipment, infrastructure and personnel
Lexipol is backed by the expertise of 320 employees with more than 2,075 years of combined
experience in constitutional law, civil rights, ADA and discrimination, mental health, psychology,
labor negotiations, Internal Affairs, use of force, hazmat, instructional design, federal and state
grants and a whole lot more. That means no more trying to figure out policy, develop training or
wellness content or secure funding on your own. You can draw on the experience of our dedicated
team members who have researched, taught and lived these issues.
We look forward to working with Opa-locka Police Department to address your unique challenges.
Page 2 of 6
Scope of Services
Public Safety GrantFinder Subscription - Law Enforcement/Corrections
http://app.grantfinder.com
GrantFinder provides a real-time, online database of more than 1,000 federal, state, corporate and foundation grants. More
than 5,000 organizations trust GrantFinder to locate grants relevant to them. Powerful features include:
• Customized grant alerts for your preferred grant categories
Interactive calendar to see upcoming grant deadlines
Personalized dashboard and application tracking tools
Grants updated and added daily
Policy Manual
Constitutionally sound, up-to-date policies are the foundation for consistent, safe public safety operations and are key
to reducing risk and enhancing personnel and community safety. Lexipol's comprehensive policy manual covers all
aspects of your agency's operations.
• More than 155 policies researched and written by public safety attorneys and subject matter experts
Policies based on State and federal laws and regulations as well as nationwide best practices
• Content customized to reflect your agency's terminology and structure
Daily Training Bulletins (DTBs)
Even the best policy manual lacks effectiveness if it's not backed by training. Lexipol's Daily Training Bulletins are
designed to help your personnel learn and apply your agency's policy content through 2 -minute training exercises.
Scenario -based training ties policy to real -world applications
Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the
policy
Each Daily Training Bulletin concludes with a question that confirms the user understood the training
objective
Daily Training Bulletins can be completed via computers or from smartphones, tablets or other mobile
devices
Reports show completion of Daily Training Bulletins by agency member and topic
Policy Updates
Lexipol's legal and content development teams continuously review state and federal laws and regulations, court
decisions and evolving best practices. When needed, we create new and updated policies and provide them to your
agency, making it simple and efficient to keep your policy content up to date.
• Updates delivered to you through Lexipol's web -based content delivery platform
• Changes presented in side -by -side comparison against existing policy so you can easily identify
modifications/improvements
Your agency can accept, reject or customize each update
Web -Based Delivery Platform and Mobile App (Knowledge Management System)
Lexipol's online content delivery platform, called KMS, provides secure storage and easy access to all your policy and
training content, and our KMS mobile app facilitates staff use of policies and training completion.
Ability to edit and customize content to reflect your agency's mission and philosophy
Efficient distribution of policies, updates and training to staff
Archival and easy retrieval of all versions of your agency's policy manual
Mobile app provides in -the -field access to policy and training materials
Reports
Lexipol's Knowledge Management System provides intuitive reporting capabilities and easy -to -read reports that
enhance command staff meetings and strategic planning.
Track and report when your personnel have acknowledged policies and policy updates
Produce reports showing completion of Daily Training Bulletins
Sort reports by agency member, topic and other subgroups (e.g., shift, assignment)
Page 3 of 6
Reduce the time your supervisors spend verifyingpolicy acknowledgement and training completion
Supplemental Publication Service
Lexipol's Supplemental Publication Service (SPS) streamlines the storage of your agency's content, giving you one
place to access procedures, guidelines, general orders, training guides or secondary policy manuals.
Electronically links department -specific procedural or supplemental content to your policy manual
Provides electronic issuance and tracking for your agency's procedural or supplemental content
Allows you to create Daily Training Bulletins against your procedural content
Designed for standard operating guidelines, procedures, general orders or field guides
Accreditation Workbench - Basic
Managing the agency accreditation process is a complex task that requires intimate knowledge of policy and extreme
attention to detail. Lexipol's Accreditation Workbench Basic provides your agency's Accreditation Manager access to
content that significantly reduce the time and effort required to successfully prepare for and execute an accreditation
assessment.
• Current standards for supported accreditation programs are preloaded and viewable
Lexipol policies are pre -tagged to many applicable standards and your Accreditation Manager can easily add
or modify tagging to meet your specific program needs
Law Enforcement Operations Procedures
To ensure consistent, effective and safe operations, a law enforcement agency's procedures should align with its policies
and be accessible in an easy -to -understand format. Lexipol's Law Enforcement Procedure Guide and Framework, based on
national best practices, gives you the guidance and a template to build such a procedure manual.
• More than 40 procedure guides designed to help you ensure your procedures follow important policy
requirements and national best practices
Each procedure provides an editable template to conveniently author new content and merge existing agency
content
Procedures are aligned with Lexipol policy requirements to address the most important operations of a law
enforcement agency
Well -structured and policy -aligned procedures enhance preparation for accreditation assessments
Full Implementation
Lexipol's Full Implementation Service is individually tailored for agencies who want a start -to -finish, comprehensive
policy adoption assistance. Lexipol's experienced Professional Services staff will:
Streamline the process of policy adoption
Assist your agency in developing a policy manual that meets your unique needs, philosophy and project
timeline
Integrate pre-existing agency content into appropriate sections within the policy manual
Use a proven structure of policy editing and content merging, which will provide a framework to expedite
subsequent policy updates and Daily Training Bulletin administration
Page 4 of 6
Proposal
Prepared By: Dunnagan Motta
Phone: (469) 598-0227
Email: dmotta@lexipol.com
Quote #:
Date:
Valid Through:
Q-20474-1
4/21/2021
12/31/2021
Overview
Lexipol empowers first responders and their communities to best serve the needs of their
residents safely and responsibly. We are the experts in policy, training and wellness support for
first responders and government leaders, helping address public safety challenges and improve
the quality of life for all community members. Our solutions encompass state -specific policies,
online learning, behavioral health resources, funding assistance, and news and analysis, including
the online digital communities Police), FireRescue1, EMS1, Corrections) and Govt. The services
proposed below are designed to meet your agency's specific goals and needs.
Annual Subscription Fee
QTY DESCRIPTION
UNIT PRICE DISC DISC AMT EXTENDED
Annual Law Enforcement Policy Manual
& Daily Training Bulletins w/Supplemental
Publication Service w/ Procedures w/
GrantFinder w/Accreditation Workbench
(12 Months)
USD 16,850.00
15%
USD 2,527 50
USD 14,322.50
58
PoliceOne Academy Annual Rate Per User
(12 Months)
USD 90.00
39%
USD 2,035.80
USD 3,184 20
Subscription Line Items Total
USD 4,563.30
USD 17,506.70
USD 4,563.30
USD 17,506.70
Annual Subscripton Fee Discount:
Annual Subscription Fee TOTAL:
One -Time Fee for Professional
Services Project
USD 4,563 30
USD 17,506.70
QTY DESCRIPTION
UNIT PRICE DISC DISC AMT EXTENDED
Law Enforcement Full Implementation
USD 42,589.00
15%
USD 6,388.35
USD 36,200.65
PoliceOne Academy Account Services &
Setup (12 Months)
USD 300.00
15%
USD 45.00
USD 255.00
One -Time Line Items Total
USD 6,433.35
USD 36,455.65
USD 6,433.35
USD 36,455.65
One -Time Fee for Professional Services Project Discount:
One -Time Fee for Professional Services Project TOTAL:
*Law Enforcement Policy pricing is based on 46 Law Enforcement Sworn Officers.
USD 6,433 35
USD 36,455.65
Page 5 of 6
Discount Notes
PoliceOne Bundle Discount Applied
Page 6 of 6
1UIIFLEXIPOL
January 1, 2021
This letter is to confirm that Lexipol is a sole source product and that Lexipol, LLC is the sole source
provider of Lexipol's risk management tools for public safety organizations. Lexipol subscription
services may only be purchased by public safety organizations directly from Lexipol, LLC.
Lexipol provides state -specific, customized policy manuals, online learning, and behavioral health
resources through its proprietary hosted application service. Lexipol's comprehensive copyrighted
content and services are not available through any other public or private resource or organization.
The program is unique in several ways, and there is no other system that offers Policy and Risk
Management tools coupled with context -sensitive training in one integrated package:
1. Copyrighted policy manual content, document management, copyrighted training content and
testing through web -based proprietary system tools.
2. Legal updates integrated into content via web -based tools.
3. Daily Training Bulletins (DTBs) on department policy based on realistic scenarios and written by
experienced public safety personnel, including a real-time testing feature.
4. Links between the Daily Training Bulletins and policy sections to which the training applies.
5. Capture of user electronic signatures of policy, policy updates and Daily Training Bulletin
acknowledgments.
6. Current policy content that may be modified by an agency via proprietary online tools, thus
reducing policy development time and associated costs significantly.
7. Behavioral health services and resources designed specifically to support first reponders.
Based on the foregoing, Lexipol is the only source for the services required by your department. If you
have any questions or need assistance, please feel free to contact me. Your favorable consideration of
this matter is appreciated.
Best regards,
7yG..P6).ed
Jan M. Roos
Director of Compliance
Lexipol
111TrLEXIPOL
AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL
Agency's Name:
Agency's Address:
Attention:
Lexipol's Address:
Prepared By:
Program Start Date:
Opa-locka Police Department
2495 Ali Baba Ave
0pa-locka, Florida 33054
Mr. John Pate
2611 Internet Boulevard, Suite 100
Frisco, Texas 75034
Dunnagan Motta
(to be completed by Lexipol upon receipt of signed Agreement)
This Subscription Agreement (the "Agreement") is entered into by and between Lexipol, LLC, a Delaware limited
liability company ("Lexipol"), and the Agency identified above.
This Agreement consists of: (a) this Cover Sheet; (b) Exhibit A (Subscriptions Being Purchased and
Subscription Fees); (c) Exhibit B (Terms and Conditions Specific to this Agreement); and (d) Lexipol's General
Terms and Conditions, available at: https://www.lexipol.com/terms-and-conditions/.
In the event of any inconsistency or conflict between Lexipol's General Terms and Conditions and those
contained in Exhibit B, the terms and conditions contained in Exhibit B shall control.
Each person signing below represents and warrants that they have full and complete authority to bind the party
on whose behalf they are signing to all terms and conditions contained in this Agreement.
Opa-locka Police Department
Signature:
Print Name:
Title:
Date Signed:
Exhibit A
SUBSCRIPTIONS BEING PURCHASED AND SUBSCRIPTION FEES
Agency is purchasing the following:
Annual Subscription Fee
QTY DESCRIPTION
UNIT PRICE DISC DISC AMT EXTENDED
1
Annual Law Enforcement Policy Manual
& Daily Training Bulletins w/Supplemental
Publication Service w/ Procedures w/
GrantFinder w/Accreditation Workbench
(12 Months)
USD 16,850.00
15%
USD 2,527.50
USD 14,322.50
58
PoliceOne Academy Annual Rate Per User
(12 Months)
USD 90.00
39%
USD 2,035.80
USD 3,184.20
Subscription Line Items Total
USD 4,563.30
USD 17,506.70
USD 4,563.30
USD 17,506.70
Annual Subscription Fee Discount:
Annual Subscription Fee TOTAL:
One -Time Fee for Professional
Services Project
USD 4,563.30
USD 17,506.70
QTY
DESCRIPTION
UNIT PRICE
DISC
DISC AMT
EXTENDED
1
Law Enforcement Full Implementation
USD 42,589.00
15°%e
USD 6,388.35
USD 36,200.65
1
PoliceOne Academy Account Services &
Setup (12 Months)
USD 300.00
15°%a
USD 45.00
USD 255.00
One -Time Line Items Total
USD 6,433.35
USD 36,455.65
USD 6,433.35
USD 36,455.65
One -Time Fee for Professional Services Project Discount:
One -Time Fee for Professional Services Project TOTAL:
USD 6,433 35
USD 36,455.65
*Law Enforcement pricing is based on 46 Law Enforcement Sworn Officers.
*The above subscription services, and when applicable, implementation services, shall be invoiced by
Lexipol upon the execution of this Agreement.
Discount Notes
PoliceOne Bundle Discount Applied
Exhibit B
Terms and Conditions Specific to this Agreement
The following terms and conditions apply to all Subscription Services purchased by Agency. Capitalized terms used but not
defined herein shall have the meaning set forth in Lexipol's General Terms and Conditions, available at:
https://www.lexipol.com/terms-and-conditions/. In the event of any inconsistency or conflict between Lexipol's General
Terms and Conditions and those contained herein, the Terms and Conditions contained in this Exhibit B shall control.
1. Term. This Agreement becomes effective and enforceable upon signature by Agency's authorized representative, with
a Program Start Date as specified on the cover sheet of this Agreement. This Agreement shall remain in effect for a
minimum one (1) year period commencing on the Program Start Date unless a different time period is specified on
Exhibit A (the "Initial Term"): provided, however, that the Term will be automatically extended for successive one-year
periods thereafter (each a "Renewal Term") unless one party provides written notice of non -renewal to the other party
at least thirty (30) days prior to expiration of the Initial Term or the then -current Renewal Term, as the case may be.
The Initial Term and all subsequent Renewal Terms shall collectively comprise the "Term" of this Agreement.
Notwithstanding the foregoing, this Agreement remains subject to termination as provided in Lexipol's General Terms
and Conditions, available at: https://www.lexipol.com/terms-and-conditions/.
2. Subscription Fee/Invoicing. Lexipol will Invoice Agency for purchased Subscription Services at the commencement
of the Initial Term and thirty (30) days prior to the beginning of each Renewal Term. Agency will pay the invoiced amount
to Lexipol within thirty (30) days of the invoice date. All invoices will be sent to Agency at the address for Agency
specified on the first page of this Agreement to which these Terms and Conditions are attached. All payments will be
made to Lexipol at the address for Lexipol specified on the invoice. Lexipol reserves the right to increase pricing for
each Renewal Term.
3. Ownership of Materials; Derivative Works; Right to Use.
3.1 Policy Subscriptions and Materials. This Section applies when Agency has subscribed to or otherwise receives
access to Lexipol's Subscription Materials, as defined below.
Generally. Agency acknowledges and agrees that all policy -based Subscription Services, including but not
limited to all policy manuals, supplemental policy publications, daily training bulletins, and all other materials
provided by Lexipol to Agency from time to time during the term of this Agreement (such materials collectively,
the 'Subscription Materials') are proprietary products of Lexipol, protected under U.S. copyright, trademark,
patent, and other applicable law, and that Lexipol reserves all rights not expressly granted in this Agreement.
Subject to the terms, conditions and limitations in this Agreement, Lexipol hereby grants Agency the right to
prepare derivative works of the Subscription Materials (each, a "Derivative Work," as defined in Section 1 of the
General Terms and Conditions); 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, 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, including all copyrights and other
Intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove any copyright
notice or other proprietary notice of Lexipol appearing on Subscription Materials or Derivative Works and shall
include such notices at the appropriate place on each copy thereof.
ii Right to Use: Limitations on Use. Subject to the terms, conditions, and limitations in this Agreement, Lexipol
hereby grants to Agency a perpetual, personal, fully paid -up, right to use the Subscription Materials and any
Derivative Works in each case, solely for the Agency's internal purposes. Agency shall not use, copy, republish,
lend, distribute, post on servers, transmit, redistribute, or display, in whole or in part, by any means or medium,
whether electronic or mechanical, or by any information storage and retrieval system, any Subscription
Materials or any Derivative Work other than as expressly authorized by the immediately preceding sentence.
Without limiting the generality of the foregoing, Agency will not import, upload, or otherwise make available any
Subscription Materials or any Derivative Work into or onto any third party, document, knowledge, or other
content management system or service without Lexipol's prior written consent. The foregoing does not prohibit
Agency from providing Subscription Materials or Derivative Works pursuant to an order from a court or other
govemmental agency or other legal process, Freedom of Information Act (FOIA) request, or Public Records Act
(PRA) request, nor does it prohibit Agency from displaying the adopted/approved final policy document on a
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Exhibit B
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 3.1(i) above.
iii Policy Adoption. Agency hereby acknowledges and agrees that all policies and Daily Training Bulletins (DTBs)
included in the Subscription Materials provided by Lexipol have been individually reviewed, customized, and
adopted by Agency for use by Agency in accordance with this Agreement. 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.
3.2 Learning Management System. This Section applies when Agency has subscribed to Lexipol's Leaming
Management System ("LMS"). The LMS is a proprietary product of Lexipol, protected under U.S. copyright,
trademark, patent, and other applicable law. Lexipol and its licensors retain all rights, title, and interest in and to the
LMS (including, without limitation, all intellectual property rights), including all copies, modifications, extensions, and
Derivative Works thereof. Agency's right to use the LMS is limited to the rights expressly granted in this Agreement.
All rights not expressly granted to Agency are reserved and retained by Lexipol and its licensors. As between
Agency and Lexipol, (a) all Agency Data, defined as data owned by Agency prior to the Program Start Date of this
Agreement or data not otherwise subject to the definition of "Derivative Work" in Lexipol's General Terms and
Conditions, is Agency's property, and (b) Agency retains all rights, title, and interest in and to Agency Data, including
all copies, modifications, extensions, and derivative works thereof. Lexipol retains no right or interest in any Agency
Data and shall return or destroy Agency Data following termination of this Agreement. Agency's purchase of LMS
Subscription Services is subject to Lexipol's General Terris and Conditions, this Exhibit B (including this Section
3.2) and the terms and conditions found at: https://www.lexipol.com/lms-master-service-agreement/.
3.3 Wellness Applications. This Section applies when Agency has subscribed to Lexipol's Wellness Applications,
provided by Cordico®, including but not limited to CordicoShield, CordicoFire, and all other Cordico products and
services (collectively, the "Wellness Services"). The Wellness Services are proprietary products of Lexipol,
protected under U.S. copyright, trademark, patent, and other applicable law. Lexipol and its licensors retain all
rights, title, and interest in and to the Wellness Services (including, without limitation, all intellectual property rights),
including all copies, updates, modifications, and versions thereof. Agency's right to access and use the Wellness
Services is limited to the rights expressly granted in this Agreement. All rights not expressly granted to Agency are
reserved and retained by Lexipol and its licensors. As between Agency and Lexipol, (a) all Agency Data collected
through the Wellness Services remains Agency's property, and (b) Agency retains all rights, title, and interest in
and to Agency Data, including all copies, modifications, extensions, and derivative works thereof. Lexipol retains
no right or interest in any Agency Data and shall return or destroy Agency Data following termination of this
Agreement. In addition, upon termination of this Agreement for any reason, Agency shall lose access to all Wellness
Services. Agency's purchase of Wellness Services is subject to Lexipol's General Terms and Conditions, this Exhibit
B (Including this Section 3.3) and the Terms of Use and Privacy Policy set forth within each Wellness Application.
3.4 Generally: Injunctive Relief. Except as expressly provided herein, nothing in this Agreement shall be construed
as conferring any rights or license to Lexipol's trade secrets, intellectual property, Confidential Information,
Subscription Materials, Wellness Services, or the software underlying such products and services, whether by
estoppel, implication or otherwise. Agency may not decompile, disassemble, reverse engineer or otherwise attempt
to discover any source code contained in any software -based Subscription Services. Notwithstanding any other
term or condition herein, Agency grants all rights and permissions in or relating to Agency Data as are necessary
or useful to Lexipol to enforce this Agreement, exercise Lexipol's rights, and perform Lexipol's obligations
hereunder. Agency acknowledges that a breach or threatened breach of any portion of this Section 3 may cause
irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy.
4. Warranty Disclaimer. ALL SUBSCRIPTION SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "AS IS"
AND LEXIPOL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE. LEXIPOL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING
FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
5. Disclaimer of Liability. 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 Services or the
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Exhibit B
Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the
Subscription Materials.
6. 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, the Subscription Services,
or the use of any Subscription Materials shall not exceed the subscription fees actually paid to Lexipol by Agency for
the Purchased Subscription Services 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 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.
7. Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of
Texas, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply.
8. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby
expressly supersedes all prior written and oral agreements and understandings with respect to the subject matter hereof.
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.
9. Additional Terms and Conditions. Except as set forth above, this Agreement remains subject to Lexipol's General
Terms and Conditions, available at: https://www.iexipol.com/terms-and-conditions/.
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