HomeMy Public PortalAbout196-2023 - Lexipol - training software package PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this day of NOV , 2023, and
referred to as Contract No. 196-2023, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Lexipol, LLC, 2611 Internet Boulevard, Suite 100, Frisco, Texas,
75034 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services to ongoing licensing and support (the
"Project") in connection with the software package previously implemented by the Richmond
Fire Department, which professional services shall include, but shall not be limited to, ongoing
licensing, implementation, and customization of the software, supplemental publication services,
and administrative support, as more fully described on Contractor's proposal. Contractor shall
perform all services and provide all licensing and subscription materials described on
Contractor's proposal marked as "Exhibit A" which Exhibit consists of six (6) pages, and which
is attached hereto and made a part hereof. Contractor agrees to abide by the same. The Parties
agree that incorporation of Contractor's proposal (Copyright 20230 Lexipol, LLC Rev
1/1/2023) as Exhibit A to this Agreement is not deemed as an abandonment of Contractor's
copyrights nor is said incorporation a public dedication of said material. Additionally,
Contractor expressly authorizes the City of Richmond to incorporate Contractor's proposal into
this Agreement and disseminate or display said proposal in accordance with the Indiana Access
to Public Records Act. The Parties agree this permission in connection with copying, attaching,
posting, or disseminating the Exhibit does not otherwise affect or alter Lexipol's copyright
protection of its subscription material or derivative work as further explained in Exhibit A.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
Contract No. 196-2023
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The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION IL STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
SECTION III. COMPENSATION
City shall pay Contractor a total amount not to exceed Twelve Thousand Three Hundred
Sixty-three Dollars and Thirty-eight Cents ($12,363.38) for complete and satisfactory
performance of this Agreement and all work described on Exhibit A for the 2024 calendar year.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective as of January 1, 2024, and shall continue in effect until
December 31, 2024. This Agreement shall not automatically renew. City shall retain two (2)
options to renew this Agreement for the 2025 and 2026 calendar years at the same rates, terms,
and conditions.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
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d, suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
This Agreement may also be terminated by the City if a force-majeure event occurs and the
results or aftereffects of said event causes the performance of this Agreement to become
impossible or highly impracticable. Said event or results or aftereffects of said event would
include events or effects which the parties to this Agreement could not have anticipated or
controlled. Examples of a force-majeure event, or its results, would include, but would not be
limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act
of Executive Enforcement of the Federal government, the State of Indiana, or local government.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may arise from the Contractor's conduct or
performance of this Agreement, either willfully or negligently; provided, however, that nothing
contained in this Agreement shall be construed as rendering the Contractor liable for acts of the
City, its officers, agents, or employees. Additionally, nothing contained in this Agreement shall
be construed as rendering the Contractor liable for acts of the City in connection with any
content changes the City implements nor any alterations to or replacement of any policies in
connection with the Project. Contractor shall as a prerequisite to this Agreement, purchase and
thereafter maintain such insurance as will protect it from the claims set forth below which may
arise out of or result from the Contractor's operations under this Agreement, whether such
operations by the Contractor or by any sub-contractors or by anyone directly or indirectly
employed by any of them, or by anyone for whose acts the Contractor may be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
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B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH. INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
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after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will he terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor, If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shell give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub-contractor, or any person acting
on behalf of Contractor or any sub-contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub-contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub-contractor, or any person action on behalf of Contractor
or any sub-contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
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3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become clue hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall he controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's tees.
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In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreerne shall be construed as if dralled jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR"
THE CITY OF RICHMOND, LEXIPOL, ILC
INDIANA by and through its 2611 Internet Boulevard, Suite 100
Board of Public Works and Safety Frisco, TX 75034
By: By:
icki Robinson, President
By: Printed: ji (A,/ )1,
Emily Palmer, Member
By: _ Title:
Matt Evans, Member
Date: //-gd'-2 Date:
APPROVED:
, M. ns$11M14„ or
Date:
Page 7 of 7
°
1
MASTER SERVICE AGREEMENT
Agency's Name: Richmond Fire Department (IN)
Agency's Address: 50 N 5th St
Richmond, IN 47374
Attention:
Sales Rep: Kayla Young
Lexipol's Address: 2611 Internet Boulevard, Suite 100
Frisco,Texas 75034
Effective Date:
(to be completed by Lexipol upon receipt of signed Agreement)
This Master Service Agreement (the "Agreement") is entered into by and between Lexipol, LLC, a Delaware
limited liability company ( Lexipol ), and the department, entity, or organization referenced above ("Agency").
This Agreement consists of:
(a)this Cover Sheet
(b) Exhibit A-Selected Services and Associated Fees
(c) Exhibit B-Terms and Conditions of Service
Each individual 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.
Richmond Fire Department (IN) Lexipol, LLC
Signature: Signature: • •
Print Name: ,/7 Print Name: NVA
•N\
Title: Title:
°°,
Date Signed: Date Signed:
• •
A PA( L I ,01-_.Le
Exhibit A
SELECTED SERVICES AND ASSOCIATED FEES
Agency is purchasing the following:
QTY DESCRIPTION UNIT PRICE EXTENDED
1 Annual Fire Supplemental Manual(s) USD 1,905.06 USD 1,905.06
1 Annual Fire Policy Mari,al&Daily Training Bulletins USD 10,458.32 USD 10,458.32
y#,7,(de , It/ffoirf y 1111)wf fiffr ploy,rffleOP,
4
Y/1 411'6 Artrifflffrir:frifireriffirtaii90,gzs'f/A/USInAAPf1/44,711reilcd/7/ frA // irltjf ,04 •
fditig 419 ,/(4/Akil i',// 1 ,i,h!,(144,(1111#111c,;c1c,P4„,lii,
/jA, 7j,''fh/)0,171yros rff fininnT,S01 if rk r4))11,,, , fig d,) :WO/ 11''14 f /of , ,TOTAL: USD 12,363.38
1„
.
. ^ . ..
Exhibit
Terms and Conditions ofService
TheseTerms arid Conditions of Service(the"Terms")govern the rights and obligations of Lexipol and Agency under this Agreernent,
Lexipol and Agency may each be referred to herein as a "party"and collectively as the"parties."
1. De5p�b��s. Each o/the following capitalized terms will have the meaning included|n this Section 1. Other capitalized terms
are defined within their respective sections, below.
1.1 "Agency" means the department, agency, office, organization, company, or, other entity purchasing and/or
otherwise subscribing to the LexipulServices set forth|n Exhibit A.
1.2 "Agency Data"means data,information,and content owned by Agency prior to the Effective Date, or which Agency
provides during the Term of this Agreement for purposes of Identifying authorized users, confirming agency or department
information,or other purposes that are ancillary to receipt of the Service.
1.3 "ADrcement" means the combination of the cover sheet (signature page); Exhibit A ("Selected Services and
Associated Fees");this Exhibit B;and any other documents attached hereto and expressly incorporated herein by reference.
1.4 "Effective Date"means the date specified on the coversheet(signature page), or as otherwise expressly set forth
and agreed upon byLex|po|and Agency ioa writing and defined as the "[ffecdveDate."
1.5 "Initial Term"means the period commencing on the Effective Date and continuing for the length of tirne Indicated
an Exhibit A. If riot so indicated,the default Initial Terni is one(1)year from the Effective Date,
1.6 "Lexipol ContenV' rneans all content in any format Including but riot limited to: written content, Images,videos,
data,information,and software multimedia provided by Laxipo|and/or its licensors via the Services.
1.7 "Services" means all products and services, including but riot limited to all software subscriptions, professional
services,and ancillary support senAces,as may beoffered hyLexipn|and/or its affiliates from hmetotime.
2. Term; Ren�m/a|. This AKreemeot becomes enforceable upon signature by Agency's authorized representative, with an
Effective Date as indicated on the cover page. Unless expressly stated in the "Custom Agreement Terms" section of Exhibit A' this
Agreement shall automatically renew in successive one-year periods (each, a "Renewal Term") on the anniversary ofthe Effective
Date unless a party provides written notice of non-renewal to the other party at]cast sixty(60)days prior to such renewal.The initial
TprmanJa|| Renewa|Termsco||ecdve|ycomphsethe"Torm''ofthisAgreomenC
3. Termination..
3.1 For Convenience; No . This Agreement may be terminated n\any time for convenience(including
due to lack of appropriation of funds)upon sixty(6O)days written noticc.1
3.2 foL<apse. This Agreement may be terminated by either �therpa/� effective immediately, (a) inthe event the other
party fails tod|obar�e any obligation, including payment obligations, or remedy any default hereunder for a period of wore than
thirty(3O)calendar days after it has been provided written notice of such failure or default; or(b) In the event that the other party
makes an assignment for the benefit ofcreditors or commences or has commenced against it any proceeding in bankruptcy,
insolvency or reorganization pursuant to the bankruptcy law.- of any applicable jurisdiction.
3.3 Effect nf Expiration n1IeDMip9 t.i,9�. Upon the expiration or termination of this Agreement for any reason,Agency's
access to iex|pn|'s Services shall immediately cease un|ess iexipo| has, in its sole discretion,provided for their limited continuation,
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, including payment obligations,
—Note:fees fce,»nia for Online Services are not eligible for refund'proration,or offset in the event of Agency's termination for convenience asOnline
services are delivered in full as ofthe Effective Date.Fees pre-paid for Professional Services are eligible for refund,proration,or offset to the extent
mcx Services have not been delivered v,utilized hvAgency.
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. ' 'gees; |ny[�dlD� Lpx|po|*K invoice Agency at the commencement of the Initial Term and aL the commencement ufeach
Renewal Term,Agency agrees to remit payment within thirty(30)calendar days following receipt of Lexlpol's invoice, Payments may
be mode electronically orbymo@im#a check to Lnxipn| at2611Internet Blvd,Ste. 100, F/isco'TX 75034(»utn:Accounts Receivable),
Lexipo/ reserves the right to Increase fees for Renewal Terms. All fee amounts stated in Exhibit A are exclusive of taxes and similar
fees now in force or enacted in the future, Agency is responsible for all third-party fees (e.g, wine fees, bank fees, credit card
processing fees). Unless otherwise exempt, Agency is responsible for and will pay in full all taxes related to its receipt of Lex|po|'s
Services, except for taxes based onLexipu|'s net|ncnme.
S. Terms of Service.Thefo|b/wingtermsandcond|dnns0ove/nacceotmonduseofLexipoYz5e,vices:
5.1 Online exipn;s Online Services include all doud-based services offered by Lox/pn| and its partners,
affiliates, and licensors, Online Services Include, without limitation, Lexipo|'s Knowledge K4nnag^mentSyotcm ("KK4S'� for policy,
Learning Management Iystem GrantFinder,and Cordico wellness applications(collectively,the"Online Services"). Lexipol's
Online Services are proprietary and, where applicable, protected under U.S. copyright, trademark, patent, and/or otherappUca6|e
laws, By subscribing to Lexipol's Online Services, Agency receives a personal, limited, non-sublicensable and non-assignable license
to access and use such Services in conformity with these Terms.
5.2 �[yf -�i�n�|Semk �� Lexipo|'s Professional Services include all Services that are not part of Leu|po|'o Online
Services,andwhichrequirntheprofessional expertise ofLexipu|personnel and/or contractors, including implementation support for
policy manuals, technical support for online learning, accreditation consulting,grant writing and consulting:', nod projects requiring
regular input from Lexipol's subject matterexperts(collectively,"Professional Services").Lexipol shall provide all Profesdomu/Services
in accordance with industry best practices,
5.3 | License. Lexipol's Services and all I.exipol Content are the proprietary intellectual property of
Lexipol and/or its licensors,arid are protected where applicable by copyright, tmdemark,and patent laws. Nothing contained inthis
Agreement or these Terms shall be construed as conferring any right of ownership or use to Lexipol's Services or Lexipol Content,
Notwithstanding the foregoing, Apency may, in limited drcumstonces(e.g. creation, mo6|Umhun, an(] updating ufAgency's policy
manuals) create Derivative Works based or) Lexipo|'r Content and shall retain personal, non-commercial, non'swb/icensab|oand
nun-assignable license to use such Derivative Works, including beyond the expiration or termination nf this Agreement, "Derivative
Works" include all work product based on or which incorporates any Lexipn| Content, Including any revision, nwdi0cahon'
abridgement, condensation, expansion, compilation, o/ any other fprm in which Lcxipo| Content, or any portion thereof, is recast,
transformed,or adapted.Agency acknowledges and agrees that Lexipol shall have no responsibility to update Lexipol Content used
6y Agency beyond the Term ufthis Agreement and shall have no liability whatsoever for Agency's creation or us(,of Derivative Works.
5.4 Ag�uot_Security. Access to Lexipo|'s Services is personal and unique to Agency. Agency shall not assign or
otherwise transfer any such rights to any other pc/son o/ entity. Except as set forth herein, Agency remains responsible. for
maintaining the security and confidentiality of Agency's usernarnes an(]passwords and tile Security of Agency's accounts,Agency will
immediately notify Lexiyn| if Agency becomes aware that any person or entity other than authorized Agency personnel has used
Agency's account or Agency's uxereamcx and/or passwords.
5.5 Agenc�{���. Lexipn|vvi(| use commercially reasonable efforts to ensure the security nf all Agency Data. Lexipol^s
Services use the Secure Socket Layer(SSI-) protocol,which encrypts information as it travels between Lexipol and Agency. However,
data transmission on the Internet is not always 100% Secure and Lexipn| cannot and does not warrant that information Agency
transmits to or through Lexipo| or the Services is I00% secure. Lexipo|'s use of Agency Data is limited to providing the Services'
retaining records in the regular course ofbusiness, and complying with valid legal obligations.
6. Co'Df�en��i��. During LheTermof this Agreement, each party may dio|oseinhurmahnnto the other party that would be
reasonably condderedcvnf|dpn,/ak including Agency Data(coUechve)y'"Confidential infnrmaUnn'').The receiving party will:(a)limit
disclosure of any such Confidential Worrnation to the receiving party's authorized representatives;(b)advise its personnel and agents
of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement; and(c)not disclose any
Confidential Information to any tl-dnd party unless expressly authorized hy the disclosing party. A party may disclose Confidential
Information pursuant to a valid governmental, judicial, or administrative order, subpoena, regulatory request, Freedom of
zcm5 Services include,but are not limited to�Police0ne Academy,FlreRescuel.Academy,EMSI Academy,Corrections] Academy,and LocalGovU,
I Agency is responsible for submitting all information reasonably required by Lexipol's grant writing team it)admdy manner and always atleast
five(S)days prior to each grant application submission date.Agency I.,;responsible submissions of final grant applications by grant deadlines,Failure
mbm:|y submit required materials toLmipo|'sgrant writing team will result in rollover of project fees to next grant application cycle,not a refund
of fees,Requests for cancellation of grant writing services which have already hegun will result in a 50%fee of the total value of Ow,service,
Copyright @ Lcxlpo|'Luczsys-2n23
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. .I ti4Ac (R)IA) request,Public Records Act(PRA)request,or equivalent,provided that the disclosing party promptly notifies,
to the extent practicable,the othcs-party in writing prior to such disclosure so that the other party may 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 personnel or agents. The parties may also disclose the fact
that they are working together, including for promotional purposes,and include each other's narne and logo(s)for such purposes,
7. Wanalty. iEX|P0i WARRANTS THAT ITS SERVICES ARE PROVIDED IN PROFESSIONAL AND WORKMANLIKE MANNER IN
ACCORDANCE WITH PREVAILING|WIDUSTKYSTAN DARDS.THXT THEY SHALL B[FIT FOR THE PURPOSES SET FORTH HEREIN,AND THAT
SUCH SERVICES SHALL NOT INFRINGE THE RIGHTS OR INTELLECTUAL PROPERTY OFTHIRD PARTIES. NOTWITHSTANDING THE
FOREGOING, LFX|PO[5 SERV/CESARE Pk0V|O[D "A3'IC^ AND iEX|P0L DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS,
IMPLIED,STATUTORY, 0R OTHERWISE, INCLUDING Aii IMPLIED WARRANTIES 0F MERCHANTABILITY,4S WELL AS ALL WARRANTIES
ARISING FROM COURSE OF DEALING, USAGE,OK TRADE PRACTICE.
8. Indemnification. Lexipn| wiU indemnify, defend, arid hold harmless Agency from and against any and all loss, liability,
damage, claim, cost, charge, demand, firle, penalty, or expense arising directly and solely out of Lexipol's gross negligence or willful
misconduct in providing Services pursuant to this Agreement. Agency shall likewise indemnify, defend, and hold Lexipo| harmless
from and against any and all loss, liability, damage, claim, cost, charge' demand, fine, penalty, or expense arising out of acts or
om|o|ooxby Agency,Agency's peconneLor any party acting or)Agency's behalf.
g. Each par4/scumo|adve liability resu|tin& from any dnims, demands' or actions arising out nfor
relating to this Agreement, the Services, or the use of any Lex|po| Content shall not exceed the larger of: the aggregate amount of
fees paid toLexipo| hy Agency during the twelve-month period immediately prior to the assertion of such claim,demand,or action;
or$10,000,00, In no event shall either party be liable for any indirect, incidental,consequential,special, exemplary damages,or lost
profits, even>f.soch party has beer, advised of the possibility of Such damages,
10. General Terms.
10.1 TntireAvreement.This Agreement ernbodles the entire agreement between the parties and supersedes all prior
agreements with respect to the subject matter hereof. No representation, promise, or statement of intention has been mode by
either party that is not embodied he/e|n. Terms and conditions set forth in any purchase order or other dncumemt that are
inconsistent with or in addition to the terms and conditions set forth in this Agreement are rejected in their entirety and void,
regardless of when received,withot,it further action. No amendment,modification, or supplement to this Apreement shall be binding
unless itis made in writing and signed by boll)parties.
10.2 Interpretation,General The terms of this Agreement have been chosen by the parties hereto to express their
mutual intent. This Agreement shall be construed equally against each party without regard to any presumption or rule requiring
construction against the party who drafted this Agreement or any portion thereof.
10.3 |nva|i . Each provision contained |n this Agreement is distinct and severable. Adednmhnnof
invalidity or unenforcp-ibility ofwV provision or portion thereof shall notaffect the validity or enforceability ofany other provision,
Should any provision or portion thereof be held to be invalid or unenforceable, the par-ties agree that the reviewing authority should
endeavor to give effect to the parties' intention as reflected in such provision to the rnaximum extent possible,
10.4 Comp
Law. Each party shall maintain COMpliance with all applicable laws, rules, regulations, arid
orders relating to its obligations pursuant tn this Agreement.This Agreement shall be construed in accordance-with, arid governed
by,the laws of the state in which Agency is located, without giving effect to arly choice of law doctrine that would cause the law of
any other jurisdiction toapply.
10.5 Ass! ment.This Agreement may not be assigned by either party without the prior written consent of the other.
Notwithstanding tile foregoing, thbAgreement maybe assumed by party'` svcceSco, in interest through mprXec acquisition, or
consolidation without additional notice or-consent.
10.6 VuaixeI. Eitherparty's failure to exercise, o/ delay in exercising, any right n/ remrdy under any provision of this
Agreement shall not constitute e waiver of Such right orremedy.
10.7 Notices, Any notice required hereunder shall be in writing and shall be made by certified mail (postage, prepaid)
to known,authorized recipients ut such address as each party may indicate from time to time. In addition,electronic mail(enlail)to
established and-authorized reciplents Is acceptable when acknowledged by the receiving party.
copvriuht/D Lex/pm|' |/c1.yyS'7o2s ___
2611 Internet Blvd
ubscripti • ,
Ste 100
Frisco'IX 75034
United States
Id SUE3003682
Term Annual
Next Bill 12/1/2023
Richmond Fire Department
Richmond Fire Department
50 N 5th St
Richmond IN 47374
United States
This is NOT an Invoice
Quantity Item Rate Amount
1 Annual Fire Supplemental 1,905.06 $1,905,06
Manual(s)_01t1a000001rIEMAAY_/6-10 _renewal
Annual Fire Supplemental Manual(s)
F MAN_76-100 MAN renewal 10,45832 $10,458,32
Annual Fire Porky Manual 84 Daily Training Bulletins
Total $12,363,38
-r6 1.1, or; 191
ir,/,rionN