Loading...
HomeMy Public PortalAboutORD16217BILL NO. 2021-094 SPONSORED BY Councilmember Schreiber ORDINANCE NO. A.0 2 7 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING A SUPPLEMENTAL APPROPRIATION TO THE JEFFERSON CITY POLICE DEPARTMENT AMENDING THE 2021-2022 ANNUAL BUDGET AND AUTHORIZING THE EXPENDITURE OF SUCH FUNDS. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. There is hereby granted a supplemental appropriation within the Jefferson City Police Department Budget in the amount of $48,556.39 as outlined in Exhibit A attached hereto. Section 2. The Jefferson City Police Department is authorized to utilize this money for the purchase of Lexipol Policy and Procedure Management Software using Drug Forfeiture Justice Funds. Section 3. The agreement shall be substantially the same in form and content as that agreement attached hereto as Exhibit B. Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Presiding Officer ATTEST: l Cit Clerk Mayor Carrie Tergin CERTIFICATION BY MAYOR APPROVED AS TO FORM: Pursuant to Article VII, Section 7.1(5.) Of the Charter of the City of Jefferson, Missouri, I hereby certify that the sums appropriated in the ordinance are available in the various funds to meet the requirements of this bill. , A Mayor Carrie Tergin Bill 2021-094 Exhibit A General Fund: Revenue 10-100-495995 Transfer From (to) Surplus1 48,556.39$ Expenditure 10-300-522026 Drug Forfeiture - Justice 48,556.39$ SUPPLEMENTAL APPROPRIATION FISCAL YEAR 2022 BUDGET 1The Reserve for Drug Forfeiture - Justice account, which is part of the City's restricted fund balance, had a balance of $133,436.33 at the end of fiscal year 2021. Of that amount, $26,397 was previously approved for supplemental appropriation leaving a remaining balance of $107,039.33. *Any unspent related funds shall be reappropriated until all expenses for the project specified have been recognized. CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES TIDS CONTRACT, made and entered into the date last executed by a party as indicated below, by and between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter referred to as "City", and Lexipol, L.L.C., hereinafter referred to as "Contractor". WITNESSETH: THAT WHEREAS, the City desires to engage the Contractor to render certain services for policy and procedure manual services, hereinafter described in Exhibit A, subject to the terms contained in Exhibit B (Lexipol's User License Agreement). WHEREAS, Contractor has made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Contractor for the performance of services by the Contractor. NOW THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Contractor as follows: 1.Scope of Services. Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for policy and procedure manual services, as set forth in Exhibit A. In the event of a conflict between this agreement and any attached exhibits, the provisions of this agreement shall govern and prevail. 2.Payment. The City hereby agrees to pay Contractor for the work done pursuant to this contract according to the payment schedule set forth in the contract documents upon acceptance of said work by an Agent of the City of Jefferson's Police Department and in accordance with the rates and/or amounts stated in the bid of Contractor dated November 9, 2021, which are by reference made a part hereof. No partial payment to Contractor shall operate as approval or acceptance of work done or materials furnished hereunder. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. The total amount for services rendered under this contract shall not exceed Forty-Eight Thousand Five Hundred Fifty-Six Dollars and Thirty-Nine Cents ($48,556.39) for the first year, and Thirteen Thousand Sixty-Five Dollars and Sixty Cents ($13,065.60) per year for the three (3) additional (1) year periods as discussed in paragraph 3 below. 3.Term. This contract shall commence on the date last executed by a party as indicated below. The Contractor shall provide policy and procedure manual services, as set forth in Exhibit A, between May 1, 2022, and June 30, 2023. The services for the Annual LE Policy Manual & Daily Training Bulletins with Supplemental and Publication Service with Procedures, as referenced in Exhibit A, shall automatically renew for three (3) additional one (I) year periods, unless the City provides Contractor a written notice of non-renewal at least thirty (30) days prior to the first day of a renewal period. 4.Additional Services. The City may add to Contractor services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 2 hereof. The Contractor shall undertake such changed activities only upon the direction of the City. All such directives and changes shall be in written form and approved by the City and shall be accepted and countersigned by the Contractor or its agreed representatives. 2 5. Personnel to be Provided. The Contractor represents that Contractor has or will secure at its expense all personnel required to perform the services called for under this contract by the Contractor. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Contractor. All of the services required hereunder will be performed by the Contractor or under the Contractor's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 6. Contractor's Responsibility for Subcontractors. It is further agreed that Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons it directly employs. Contractor shall cause appropriate provisions to be inserted in all subcontracts relating to this work, to bind all subcontractors to Contractor by all the terms herein set forth, insofar as applicable to the work of subcontractors and to give Contractor the same power regarding termination of any subcontract as the City may exercise over Contractor under any provisions of this contract. Nothing contained in this contract shall create any contractual relations between any subcontractor and the City or between any subcontractors. 7. Independent Contractor. The Contractor is an independent contractor and nothing herein shall constitute or designate the Contractor or any of its employees as agents or employees of the City. 8. Benefits not Available. The Contractor shall not be entitled to any of the benefits established for the employees of the City and shall not be covered by the Workmen's Compensation Program of the City. 9. Nondiscrimination. The Contractor agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of Contractor or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 10. Illegal Immigration. Prior to commencement of the work: a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. c. If Contractor is a sole proprietorship, partnership, or limited partnership, Contractor shall provide proof of citizenship or lawful presence of the owner. 11. Notice to Proceed. The services of the Contractor shall commence upon execution of this Agreement, and shall be undertaken and completed in accordance with the schedule contained in Exhibit A. 12. Termination. If, through any cause, the Contractor shall fail to fulfill in timely and proper manner its obligations under 3 this contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The City reserves the right to terminate this contract for convenience by giving at least fourteen ( 14) days prior written notice to Contractor, without prejudice to any other rights or remedies of the City, provide Contractor shall be entitled to payment for all work completed by Contractor through the date of termination. The Contractor may with cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Contractor under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Contractor shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Contractor. 13. Waiver of Breach. Failure to insist upon strict compliance with any of the terms covenants or conditions herein shall not be deemed a waiver of any such terms, covenants or conditions, nor shall any failure at one or more times be deemed a waiver or relinquishment at any other time or times by any right under the terms, covenants or conditions herein. 14. Authorship and Enforcement. Parties agree that the production of this document was the joint effort of both parties and that the contract should not be construed as having been drafted by either party. In the event that the City successfully enforces the terms of this contract through litigation, the City shall be entitled to receive, in addition to any other relief, its reasonable attorney's fees, expenses and costs. 15. Severability. If any section, subsection, sentence, or clause of this contract shall be adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect the legality, validity, or enforceability of the contract as a whole, or of any section, subsection, sentence, clause, or attachment not so adjudged. 16. Assignment. The Contractor shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 17. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Contractor without charge by the City, and the City shall cooperate with the Contractor in every reasonable way in carrying out the scope of services. The Contractor shall not be liable for the accuracy of the information furnished by the City. 18. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Contractor under this contract which the City requests to be kept as confidential shall not be made available to any individual or 4 organization by the Contractor without prior written approval of the City. 19. Indemnity. To the fullest extent permitted by law, the Contractor will defend, indemnify and hold harmless the City, its elected and appointed officials, employees, and agents from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss or expense ( 1) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom and (2) is caused in whole or in part by any negligent act or omission of contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this paragraph. 20. Insurance. Contractor shall provide, at its sole expense, and maintain during the term of this agreement commercial general liability insurance with a reputable, qualified, and financially sound company licensed to do business in the State of Missouri, and unless otherwise approved by the City, with a rating by Best of not less than "A," that shall protect the Contractor, the City, and the City's officials, officers, and employees from claims which may arise from operations under this agreement, whether such operations are by the Contractor, its officers, directors, employees and agents, or any subcontractors of Contractor. This liability insurance shall include, but shall not be limited to, protection against claims arising from bodily and personal injury and damage to property, resulting from all Contractor operations, products, services or use of automobiles, or construction equipment at a limit of $500,000 Each Occurrence, $3,000,000 Annual Aggregate; provided that nothing herein shall be deemed a waiver of the City's sovereign immunity. An endorsement shall be provided which states that the City is named as an additional insured and stating that the policy shall not be cancelled or materially modified so as to be out of compliance with the requirements of this section, or not renewed without 3 0 days advance written notice of such event being given to the City. 21. Documents. Reproducible copies of tracings and maps prepared or obtained under the terms of this contract shall be delivered upon request to and become the property of the City upon termination or completion of work. Copies of basic survey notes and sketches, charts, computations and other data prepared or obtained under this contract shall be made available, upon request, to the City without restrictions or limitations on their use. When such copies are requested, the City agrees to pay the Contractor its costs of copying and delivering same. 22. Books and Records. The Contractor and all subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this contract, and shall make such materials available at their respective offices at all reasonable times during the contract and for a period of three (3) years following completion of the contract. 23. Nonsolicitation. The Contractor warrants that they have not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this contract, and that they have not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the 5 City shall have the right to annul this contract without liability, or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 24. Delays. That the Contractor shall not be liable for delays resulting from causes beyond the reasonable control of the Contractor; that the Contractor has made no warranties, expressed or implied, which are not expressly set forth in this contract; and that under no circumstances will the Contractor be liable for indirect or consequential damages. 25. Amendments. This contract may not be modified, changed or altered by any oral promise or statement by whosoever made; nor shall any modification of it be binding upon the City until such written modification shall have been approved in writing by an authorized officer of the City. Contractor acknowledges that the City may not be responsible for paying for changes or modifications that were not properly authorized. 26. Governing Law. The contract shall be governed by the laws of the State of Missouri. The courts of the State of Missouri shall have jurisdiction over any dispute which arises under this contract, and each of the parties shall submit and hereby consents to such courts exercise of jurisdiction. In any successful action by the City to enforce this contract, the City shall be entitled to recover its attorney's fees and expenses incurred in such action. 27. Federal Funds to be Used. Federal funds are being used, but they do not originate from any grant. No grant requirements will apply to this contract. 28. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the following addresses. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. If to the City: City of Jefferson Department of Law 320 East McCarty Street Jefferson City, Missouri, 65I 0 I If to the Contractor: Lexipol, L.L.C. Attn: Rosie Curran 26II Internet Blvd., Ste. I 00 Frisco, TX 75034 [Signatures to Follow on Next Page] G CITY OF JEFFERSON, MISSOURI cku,A, Carrie Tergin. Mayor Date: ATTEST: APPROVED AS TO FORM: LEXIPOL, L.L.C. Title: Chief Fi Officer Date: 3-23-2022 ATTEST: Title: er -ral Counsel iilr LEXIPOL SOLUTIONS PROPOSAL PREPARED FOR: Jefferson City Police Department (MO) Captain. Deric Heislen dheislen@jeffcitymo.org (573) 634-6400 PREPARED BY: Nicole Falconer nfalconer@lexipol.com (949) 226-8080 2611 Internet Blvd, Ste 10 0 Frisco, Texas 75034 (844) 312-9500 www.l exipol.com Exhibit A Scope of Services Policy Manual Constitutionall y sound, up -to-date policies are the foundation for cons istent. safe p ubli c 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 Bulleti ns (DTBs) Even the best policy manua l lacks effectiveness if it's not backed by training. Lexipol 's Daily Tra ining Bulletins are designed to help your personnel learn and apply your agency's policy content through 2-minute training exercises. Scenario-b ased training ties policy to rea l-world app li cat ions 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 conf1rms the user understood the training objective Dail y Training Bulletins can be completed via computers or from smartphones, tablets or othe r mobile devices Reports show completion of Daily Training Bulletins by agency member and topic Policy Updates Lexipol's legal and content deve lopment teams continu ous ly review state and federal laws and regulations, court decisions and evolving best practices. When needed, we create new and up dated po li cies and prov id e the m to your agency, making it simp le and e ffi cient to keep your po li cy con t ent up to da te. Updates de li vered to you throug h Le xipo l's web-based co ntent de li very 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, pro vides 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. Reports Ability to edit and customize content to reflect your agency's mission and philosophy Efficient distribution of policies, updates and training to staff Arc hival and easy retrieva l of all versions of your agency's po licy manual Mobile app provides in-the-fie ld access to policy and training materia ls Lexipo l'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 acknow ledged 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) Reduce the time your supervisors spend verifying po licy acknowledgement and t raining completion Supplemental Publication Se rvice Lexipol's Supplemental Publication Service (SPS) streamlines the storage of your agency's content, giving you one pl ace to access procedures, guidelines, general orders. training guides or secondary policy manuals. Electronica ll y li nks department-specific procedura l or supp leme ntal 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. pro cedu res. gene ral orders or f1eld guides law Enforcement Operations Procedures (. 'PYrirjhl t lfJ '' I C'' 1p o l it'V 6/28120 18 Pag e 3 of 6 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 Agency-Specific Content Extraction This service is perfect for agencies that wish to populate one or more Supplemental Publication Service {SPS) manuals with their existing content. We'll do the heavy lifting of incorporating your agency's supplemental content (procedures, guidelines, general orders, training guide or a secondary policy manual) into the SPS. Access to an electronic copy of your existing content and a subscription to the Supplemental Publication Service {SPS) is required. Data entry of agency procedures or supplemental content into Lexipol's Knowledge Management System {KMS). Note: Lexipol reserves the right to limit the amount of content being imported into the SPS. Consistent, professional formatting for your agency's policy-related content Hyperlink related content for enhanced end-user experience Standard Policy Cross-Reference Making the transition to Lexipol starts with understanding how your agency's current policy content compares with Lexipol's master policy content. Our Standard Policy Cross-Reference service provides a logical method to distinguishing between the two. Analysis of your existing policies and procedures to identify content similar to Lexipol's state specific master content, as well as content unique to your jurisdiction and not covered within the Lexipol manual Your existing policies returned with annotations and tips to integrate into the Lexipol master content One-on-one review with your agency to discuss the cross-reference report Implementation Policy Tier 1: High-Risk Policies Benefit from our proven, systematic approach to implementing polices. Tier I represents about 20% of the manual, including foundational policies necessary to provide structure and authority to your policy manual, as well as policies addressing high-risk, low-frequency and high-risk, high-frequency incidents. You'll receive one-on-one collaborative assistance to help you review, customize and adopt the policies efficiently and effectively. Implementation Policy Tier II: High-Liability Policies Benefit from our proven, systematic approach to implementing polices. Tier II represents about 20% of the manual, including policies that relate to common day-to-day calls for service that have a higher level of potential liability. You'll receive one-on-one collaborative assistance to help you review, customize and adopt the policies efficiently and effectively. Implementation Policy Tier Ill: Daily Operations Policies Benefit from our proven, systematic approach to implementing polices. Tier Ill represents about 20% of the manual, including policies needed for orderly daily operations of your organization. You'll receive one-on-one collaborative assistance to help you review, customize and adopt the policies efficiently and effectively. Implementation Policy Tier IV: Defensibility Policies Beneftt from our proven, systematic approach to implementing polices. Tier IV represents about 20% of the manual, including policies essential to agency and agency member defensibility, including civil liability-related topics. You'll receive one-on-one collaborative assistance to help you review, customize and adopt the policies efficiently and effectively. Implementation Policy Tier V: Operational Consistency Policies Benefit from our proven, systematic approach to implementing polices. Tier V represents about 20% of the manual, including policies needed to ensure operational consistency across your organization. You'll receive one-on-one collaborative assistance to help you review, customize and adopt the policies efficiently and effectively. Copyriqht 2020 LE~x1pol -Hev 6/28/2018 Page 4 of 6 Proposal Prepared By: Nicole Falconer Phone: (949) 226-8080 Email: nfalconer@lexipol.com Overview Quote#: Date: Valid Through: Q-27132-2 11/9/2021 5/31/2022 Lexipol empowers f1rst responders and pub lic servants to best meet the needs of t he i r res idents safely and responsib ly. We are t he expe rts in po licy, t rai ning and we ll ness support, com m itted to improving the quality of life for all community members. Our solutions include state-specific pol icies, online learning, behavioral hea lth resources, funding assistance, and industry news and information offered through the websites Police1, FireRescue1, EMS1 and Corrections1. Lexipol serves more than 2 mill ion pub li c safety and government professionals in over 8,000 agencies and municipalities. The services proposed below are designed to meet your agency's specific goals and needs. Policy Manual-May Prorated w/ MPR Fiscal Year -----' QTY DESCRIPTION _,- 1 Annua l Law Enforcement Policy Manual & Daily Training Bulletins w/Supplemental Publication Service w/ Procedures (Start: 5/1/2022 End : 6/30/2022) Subscription Line Items Total ; .. -~ " UNIT PRICE DISC DISCAMT -- -- - USD 3,629.33 20% USD 725.87 USD725.87 USD 725.87 Policy Manual -May Prorated w/MPR Fiscal Year Discount: Policy Manual -May Prorated w/MPR Fisca l Year TOTAL: Policy Manual -Renews Ann ually -- QTY DESCRIPTION 1 Annual Law Enforcement Policy Manual & Daily Training Bull etins w/Supplemental Publication Se rvice w/ Procedures (12 Months) Subscription Line Items Total .. UNIT PRICE DISC DISCAMT USD 21,776.00 20 % USD 4,355.20 USD 4,355.20 USD 4,355.20 Policy Manual -Renews Annually Discount: Po l icy Manual -Renews Annually TOTAL : Copyright 7.010 Lt'XIpol !lev 6/28/20 18 Page 5 of 6 EXTENDED --- USD 2,903.46 USD 2, 903.46 USD 2,903.46 USD 725.87 USD 2,903 .46 .. EXTENDED USD 17,420.80 USD 17,420.80 USD 17,420.80 USD 4,355.20 USD 17,420.80 Policy Manual Implementation - One -Time Cost Law Enforcement Standard Policy Cross-USD 5,155.00 15% USD 773.25 USD 4,381 .75 Reference Law Enforcement Agency-Specific Content USD 2,195 .00 1 5% USD 329.25 USD 1,865.75 Extraction Law Enforcement Tier I Implementation USD 12,427.00 1 5% USD 1,864.05 USD 10,562.95 Law Enforcement Tier II Implementation USD 2,611.00 15% USD 391.65 USD 2,219 .35 Law Enforcement Tier Ill Implementation USD 5,580.00 15% USD 837.00 USD 4,743.00 Law Enforcement Tier IV Implementation USD 7,461.00 15% USD 1,11 9.15 USD 6,341.85 Law Enforcement Tier V Implementation USD 3,763.00 15% USD 564.45 USD 3,198 .55 One-Time Line Items Total USD 5,878.80 USD 33,313.20 USD 5,878.80 USD 33,313.20 Policy Manual Implementation -One-T ime Cost Discount: USD 5,878.80 1-------l Policy Manual Implementation-One-Time Cost TOTAL: USD 33,313.20 *Law Enforcement pricing is based on 90 Law Enforcement Sworn Off1cers. Cross Reference Profess ional Services pri c ing is based on 500 pages . The foregoing pricing ha s been prorated for the benef1t of Agency a nd Agency therefo re agrees that they wil l waive the right to cancel this agreement until the end of the f1rst renewal period. Discount Notes MPR Partner Agency, 20% off Po li cy Manual subscription . Agency to pay MPR directly for 7 5% of listed Pol icy Manual Subs c ription. Copyliqht 2lU .~ Lexipol-Pev 6/28/2018 Page 6 of 6 EXHIBIT B Lexipol User License Agreement 1. Definitions. For purposes of Lexipol’s User License Agreement (the “ULA”), each of the following capitalized terms will have the meaning included in this section. Other capitalized terms are defined within their respective sections below. Depending on the selected Service(s), Agency may receive support from a Lexipol subsidiary, including The Praetorian Group, Cordico Inc., and/or The Rodgers Group, LLC (collectively, “Lexipol”). 1.1 “Agency” means the department, agency, office, company, or other entity purchasing and/or otherwise subscribing to Lexipol products or services. 1.2 “Agreement” means the combination of (a) any contract or agreement to which this ULA is attached; (b) subscription and pricing information sheets (or any similar pricing sheet); and (c) this ULA. 1.3 “Derivative Work(s)” means work(s) based on Lexipol’s Subscription Materials, or any substantive portion thereof. Derivative Works include revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Materials or any portion thereof are recast, transformed, or adapted. For purposes of the Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Materials. Further, “Derivative Work” includes any work considered a “derivative work” under United States copyright law. 1.4 “Effective Date” means the date specified on the cover sheet to which this ULA is attached, or as otherwise expressly set forth and agreed upon by Lexipol and Agency in a writing and defined as the “Effective Date” or similar. 1.5 “Service(s)” means all Lexipol product(s) or service(s), including one-time and recurring (subscription) services, as may be offered by Lexipol and/or its subsidiaries and affiliates from time to time. 1.6 “Term” means the applicable term during which Agency has subscribed to any Lexipol Service(s), including all renewal terms and/or extended periods of time. 1.7 “Subscription Materials” means all policy manuals, supplemental publications, daily training bulletins, written content, images, videos, and all other data and multimedia provided by Lexipol and/or its licensors through the Services. 2. Service-Specific Terms. The following sections apply to specific Lexipol Services: 2.1 Policy. Lexipol’s policy Subscription Materials and Knowledge Management System (“KMS”) are proprietary, protected under U.S. copyright, trademark, patent, and/or other applicable laws, and Lexipol reserves all rights not expressly granted in this ULA. Agency may prepare Derivative Works using Lexipol’s Subscription Materials, but Lexipol shall remain the sole owner of all right, title and interest in and to them, including all copyrights, intellectual property rights, and other proprietary rights therein or pertaining thereto. Agency shall retain a perpetual, personal, non-sublicensable and non-assignable right to use the Subscription Materials for Agency’s internal purposes but will not remove any copyright notice or other proprietary notice of Lexipol appearing thereon. Agency acknowledges and agrees that Lexipol shall have no responsibility to update such Subscription Materials beyond the Term of the Agreement and shall have no liability whatsoever for Agency’s creation or use of Derivative Works . Lexipol’s Subscription Materials are to be treated as Confidential Information (per Section 9 herein), but Agency may disclose Subscription Materials pursuant to a valid court order, lawful government agency request, Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Agency acknowledges and agrees that all policies and procedures it implements have been individually reviewed and adopted by Agency, that neither Lexipol nor any of its agents, employees, or representatives shall be considered “policy makers” in any legal or other sense, and that Agency’s highest-ranking official shall, for all purposes, be considered the “policy maker” with regard to same. Lexipol’s KMS Service is subject to the Service Level Agreement attached to this ULA. Copyright © Lexipol, LLC 1995-2022 Rev. 1.1.2022 2 3. Account Security. The rights to access and use the Services under the Agreement are personal and unique to Agency and Agency shall not assign or otherwise transfer any such rights to any other person or entity. Except as set forth herein, Agency remains solely responsible for maintaining the confidentiality of Agency’s username(s) and password(s) and the security of Agency’s account(s), meaning the account by which Agency accesses the Services. Agency will not permit access to Agency’s account(s) or use of Agency’s username(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency’s Account or Agency’s username(s) and/or password(s). 4. Privacy Policy. Lexipol will hold Agency Data in confidence unless required to provide access in accordance with a court order, government agency request, or other legal process such as a Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially reasonable efforts to ensure the security of all Agency Data. Lexipol’s systems use the Secure Socket Layer (SSL) Protocol for Lexipol Services, which encrypts information as it travels between Lexipol and each Agency. However, Agency acknowledges and agrees that data transmission on the internet is not always 100% secure and Lexipol cannot and does not warrant that information Agency transmits to or through the Services is 100% secure. Agency acknowledges that Lexipol may provide view-only access and summary information (which may include number of policies developed or in development, percentage of staff reviews of developed policies and DTBs) to Agency’s affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association if they are actively funding member Agency Subscription Fees. 5. Confidentiality. During the Term of the Agreement, either party may be required to disclose information to the other party that is marked “confidential” or is of such a type that the confidentiality thereof is reasonably apparent (collectively, “Confidential Information”). The receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receivin g party’s directors, officers, employees, agents and other representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the Services; (b) advise its personnel and agents of the confidential nature of the Confidential Information and of the obligations set forth in the Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information to any third party unless expressly authorized by the disclosing party. Notwithstanding the foregoing, a party may disclose Confidential Information pursuant to a valid governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, or similar method, provided that the party proposing to make any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any breach of this section by any of such party’s personnel or agents. 6. Warranty Disclaimer. ALL SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "AS- IS" AND LEXIPOL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 7. Limitation of Liability. Lexipol’s cumulative liability resulting from any claims, demands, or actions arising out of or relating to the Agreement, the Services, or the use of any Subscription Materials shall not exceed the aggregate amount of subscription fees actually paid to Lexipol by Agency for the associated Services 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, 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 the subject claim is based on breach of contract, tort, strict liability, product liability or any other theory or cause of action. Copyright © Lexipol, LLC 1995-2022 Rev. 1.1.2022 3 Lexipol Service Level Agreement for Cloud-Based Services 1. Response Times. For issues relating to Lexipol’s online, cloud-based Services (e.g. KMS, LMS, Wellness), Lexipol will make an industry standard and commercially reasonable effort to respond promptly (via Lexipol’s Normal Support Channels) within two (2) Business Days after receipt. 2. Uptime Commitment. The Uptime Percentage for the Service will be ninety -nine and five-tenths percent (99.5%) (the “Uptime Commitment”). Subject to the exclusions described in below, “Uptime Percentage” is calculated by subtracting from 100% the percentage of 1 -minute periods during any annual billing cycle in which Agency’s selected Service(s) are unavailable out of the total number of minutes in that billing cycle. “Unavailable” and “Unavailability” mean that, in any 1 -minute period, all connection requests received by Agency failed to process (each a “Failed Connection”); provided, however, that no Fa iled Connection will be counted as a part of more than one such 1-minute period (i.e. a Failed Connection will not be counted for the period 12:00:00-12:00:59 and the period 12:00:30-12:01:29). The Yearly Uptime Percentage will be measured based on the industry standard monitoring tools. 3. Exclusions from Uptime Percentage. All Service Unavailability resulting from the following will be excluded from calculation of Uptime Percentage: (a) Regularly-scheduled maintenance of the Service that does not exceed six (6) hours per 3-month period and is communicated by Lexipol at least twenty-four (24) hours in advance via Lexipol’s support channels (Lexipol typically schedules such regularly scheduled maintenance once per month); (b) Any failures of the Lexipol Standard and Custom Reporting Services that does not exceed six (6) hours per 3-month period and is communicated by Lexipol at least twenty-four (24) hours in advance via Lexipol’s Normal Support Channels; (c) Any issues with a third-party service to which Agency subscribes but does not control; (d) Any problems not caused by Lexipol that result from, computing or networking hardware, other equipment or software under Agency’s control, the Internet, or other issues with electronic communications; (e) Lexipol’s suspension or termination of the Service in accordance with the Terms; (f) Exceeding Lexipol’s published Concurrent Request Limits; (g) Software that has been subject to unauthorized modification by Agency; (h) Negligent or intentional misuse of the Service by Agency.