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HomeMy WebLinkAboutA9255 - LEXIPOL LLC CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Lexipol, LLC Theresa Maza Annual Law - Enforcement Supplemental Manual(s), Procedures, Policy Manual & Daily Training Bulletins $49,393.43 1001025-40105 September 1, 2022 – August 31, 2025 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: November 10, 2022 Item 1K A9255 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 10/13/2022 By: Valerie Rodriguez DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 CITY COUNCIL STAFF REPORT DATE: NOVEMBER 10, 2022 CONSENT CALENDAR SUBJECT: APPROVE AGREEMENT A9255 WITH LEXIPOL TO PERFORM ANNUAL POLICY MANUAL UPDATES FOR THREE YEARS FOR THE PALM SPRINGS POLICE DEPARTMENT FROM: Teresa Gallavan, Interim City Manager BY: Information Technology Department SUMMARY: This action will approve Agreement A9255 with Lexipol to provide three years of annual policy manual updates for the Palm Springs Police Department at a cost of $49,394. RECOMMENDATION: 1) Approve Agreement A9255 with Lexipol to provide three years of annual policy manual updates for a total cost of $49,394 (Attachment A). BUSINESS PRINCIPAL DISCLOSURE: A copy of the Public Integrity Disclosure Form for Lexipol is included as Attachment B. BACKGROUND: Since 2009, the Police Department has used the Lexipol policy manual. The policy manual covers all aspects of the Department’s operations and provides updated policies based on state and federal laws and regulations, as well as nationwide best practices. The policy manual is posted on the Department’s website, as required by California SB 978. In 2019, the Department began using Lexipol’s training bulletins to ensure all employees were aware of and retained vital policy content. Lexipol’s online delivery platform and mobile application are used to distribute policies, updates, and training to all staff. In 2020, Council approved the acceptance of grant funding from the United States Department of Justice to be used for Lexipol’s contractual support to build a procedures manual corresponding directly with the existing policy manual. Item 1K - Page 1 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 City Council Staff Report November 10, 2022-- Page 2 Approve Agreement A9255 with Lexipol Using a combination of the Lexipol policy manual, procedural manual, and training bulletins, the Department can provide ready access to and regular training on polices that reduce risk and enhance personnel and community safety. STAFF ANALYSIS: The Police Department is satisfied with the performance of Lexipol in providing these services, and desires to keep using the company. This purchase requires City Council approval in accordance with Municipal Code Title 7 adopted by Ordinance in July of 2021, which predicates approval levels based upon the cumulative value of contracts and continuous purchases of the same goods or services. Since 2011, the City has spent approximately $89,458 with Lexipol and this agreement brings the total to $138,852. Staff recommends approving agreement A9255 with Lexipol to provide three years of annual policy manual updates for $49,394. ENVIRONMENTAL ASSESSMENT: The requested City Council action is not a “Project” as defined by the California Environmental Quality Act (CEQA). Pursuant to Section 15378(a), a “Project” means the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. The requested action is to approve contracts for the above-mentioned services, and is exempt from CEQA pursuant to Section 15378(b), in that a “Project” does not include: (5) Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment. ALIGNMENT WITH STRATEGIC PLANNING: The requested action aligns with the City Council Priority 4D, Good Governance. FISCAL IMPACT: Sufficient funds are budgeted and available in the current fiscal year Information Technology Account 1001025-40105. REVIEWED BY: Department Director: Larry Klingaman Procurement and Contracting Manager: Kim Baker Deputy City Manager: Jeremy Hammond Interim City Manager: Teresa Gallavan Item 1K - Page 2 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 City Council Staff Report November 10, 2022-- Page 3 Approve Agreement A9255 with Lexipol ATTACHMENTS: A. Agreement A9255 B. Business Disclosure Form Item 1K - Page 3 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 ATTACHMENT A Item 1K - Page 4 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Jan Roos Vice President & General Counsel 10-6-2022 Item 1K - Page 5 11 lf LEXIPOL 11/10/2022 1K DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 IT Director 11/15/2022 Item 1K - Page 6 Exhibit A SELECTED SERVICES AND ASSOCIATED FEES Agency is purchasing the following additional service: Yearl QTY DESCRIPTION UNIT PRICE EXTENDED 1 Annual Law Enforcement Supplemental Manual(s) USO 1,597.00 USO 1,597.00 1 Annual Law Enforcement Procedures USO 1,020.00 USO 1,020.00 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins USO 13,051 .02 USO 1 3,05 1.02 SUbscription Line Items Total USO 15,668.02 USO 15,668.02 Year 1 TOTAL: USO 1 5,668.02 Year2 QTY DESCRIPTION UNIT PRICE EXTENDED 1 Annual Law Enforcement Supplemental Manual(s) USO 1,676.85 USO 1,676.85 1 Annual Law Enforcement Procedures USO 1,071.00 USO 1,071.00 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins USO 13,703.57 USO 13,703.57 SUbscription Line Items Total USO 16,451.42 USO 16,451.42 Year 2 TOT AL: USO 16,451.42 Year3 QTY DESCRIPTION UNIT PRICE EXTENDED 1 Annual Law Enforcement Supplemental Manual(s) USO 1,760.69 USO 1,760.69 1 Annual Law Enforcement Procedures USO 1,124.55 USO 1,124.55 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins USO 74,388.75 USO 14,388.75 SUbscription Line Items Total USO 17,273.99 USO 17,273.99 Year 3 TOTAL: USO 17,273.99 Copyright 2020 © Lexipol -Rev 6/8/2018 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Exhibit B Terms and Conditions of Service 1. Definitions. For purposes of Lexipol’s Terms and Conditions of Service (the “Terms”), 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, and be invoiced by, a Lexipol subsidiary, including The Praetorian Group and/or Cordico Inc. 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) the cover sheet to which these Terms are attached; (b) Lexipol’s subscription and pricing information sheets, which are typically included as an Exhibit A (“Services Being Purchased and Related Fees”) or as set forth in any similar pricing sheet (including by way of addendum); and (c) these Terms. 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 these Terms are attached, or as otherwise expressly set forth and agreed upon by Lexipol and Agency in a writing and defined as the “Effective Date.” 1.5 “Initial Term” means the period commencing on the Effective Date and continuing for the length of time indicated on the cover sheet or subscription and pricing sheet provided by Lexipol. If the Initial Term is not so indicated, the default Initial Term is one (1) year from the Effective Date. 1.6 “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. 1.7 “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. Term. The Agreement becomes enforceable upon signature by Agency’s authorized representative. Following the Initial Term, the Parties may mutually agree to renew the Initial Term in successive one-year periods thereafter (each a “Renewal Term”) . The Initial Term and any Renewal Terms collectively comprise the “Term” of the Agreement. 3. Termination. 3.1 For Cause. The Agreement may be terminated by either party, effective immediately, (a) in the event that the other party fails to discharge any obligation or remedy any default under the Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default; or (b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reo rganization pursuant to the bankruptcy laws of any applicable jurisdiction. 3.2 For Convenience. The Agreement may be terminated for convenience (including lack of appropriation of funds by Agency) upon sixty (60) days written notice. Note: fees already paid for Services are not eligible for refund, proration or offset in the event of Agency’s termination for convenience. Item 1K - Page 7 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 4. Effect of Expiration or Termination. Upon the expiration or termination of the Agreement for any reason, Agency’s access to Lexipol’s Services shall cease. Termination or expiration of the Agreement shall not, however, relieve either party from any obligation or liability that has accrued under the Agreement prior to the date of such termination or expiration, including payment obligations. The right to terminate the Agreement shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the parties are entitled at law or in equity. The provisions of Sections 1 (Definitions), 6 (Service-Specific Terms), 8 (Privacy Policy), 8 (Warranty Disclaimer), 9 (Confidentiality), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (General Terms), and this Section 4 shall survive the expiration or termination o f the Agreement for any reason. 5. Fees and Invoicing. Unless otherwise agreed upon in writing, Lexipol (or, if applicable, The Praetorian Group or Cordico Inc.) will invoice Agency at the commencement of the Initial Term and within thirty (30) days of any Renewal Term. Agency will pay to Lexipol the fee(s) specified on each invoice within thirty (30) days following receipt of the invoice. All invoices will be sent to Agency at the address specified on the cover sheet to which these Terms are attached or as otherwise designated by Agency in writing. All payments will be made by electronic transfer of immediately available funds or by mailing a check to Lexipol at 2611 Internet Blvd, Ste 100, Frisco, TX 75034 (Attn: Accounts Receivable). Lexipol reserves the right to increase fees for Renewal Terms, subject to approval by the Agency. All amounts required to be paid under the Agreement are exclusive of taxes and similar fees now in force or enacted in the future. Unless otherwise exempt, Agency is responsible for and will pay in full all taxes properly imposed related to its receipt of Lexipol’s Services, except for taxes based on Lexipol’s net income. 6. Service-Specific Terms. The following sections apply to specific Lexipol Services: 6.1 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 these Terms. 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 s hall 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 these Terms. 6.2 Learning. Lexipol’s Learning Management System (“LMS”), offered by Praetorian Digital, is a proprietary Service protected under U.S. copyright, trademark, patent, and other laws. 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 the Agreement. Agency Data, defined as data owned by Agency prior to the Effective Date or which Agency provides during the Term for purposes of identifying authorized users, confirming agency or department information, or other purposes that are ancillary to receipt of the Service, remains Agency’s property. Lexipol retains no right or interest in Agency Data and shall return or destroy Agency Data following termination of the Agreement. Lexipol’s LMS Service is subject to the Service Level Agreement attached to these Terms. Item 1K - Page 8 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 6.3 Wellness. This Section applies when Agency subscribes to Lexipol’s Wellness Application (“Wellness App”) offered by Cordico®. All Subscription Materials delivered by the Wellness App, including but not limited to all object and source code, all information created, developed, or reduced to practice, and all written, image-based, or video-based content underlying the Wellness App that is not specifically provided by Agency is the proprietary intellectual property of Lexipol and/or its suppliers or licensors, protected to the maximum extent permitted by trademark, copyright, and patent laws. Agency is granted a nonexclusive limited right to access the Wellness App during the Term. If the Agreement is terminated or expires for any reason, Agency shall lose access to the Wellness App and to all associated Subscription Materials and shall discontinue all use of the same for any purpose. Nothing in this section or these Terms shall be construed as conferring any right of ownership or use to the Wellness App, whether by estoppel, implication or otherwise. 6.4 Grants. This Section applies when Agency selects Lexipol’s Grant Writing, Consulting, and/or GrantFinder services. For Grant Writing services, Agency takes full responsibility for submitting information reasonably required by Lexipol’s grant writing team in a timely manner (at least five (5) days prior to the applicable grant application close date). Agency is responsible for all submissions of final grant applications by grant deadlines, but Lexipol shall be considered Agency’s duly authorized representative for submissions where applicable. Failure to submit requested materials to write grant applications on time will result in rollover of project services and fees to next grant application cycle; not a refund of the fees. Requests for cancellation of Grant Writing services will result in a 50% fee of the total value of the service. Invoices for Grant Writing services will be sent as soon as work begins for the applicable target grant. Complete payment must be received no later than thirty (30) days after receipt of invoice. In the event Agency has not made timely payment on an invoice, Lexipol reserves the right to suspend all grant Services to Agency until past-due payments are received in full, and may terminate Agency’s access to GrantFinder, if applicable. 6.5 Generally; Injunctive Relief. Nothing in the Agreement shall be construed as conferring any rights or license to Lexipol’s trade secrets, intellectual property, Confidential Information, Subscription Materials, KMS, LMS, Wellness App, or the software underlying such products and services, whether by estoppel, implication or otherwise. Agency may not, and may not assist others to, decompile, disassemble, reverse engineer, or otherwise attempt to discover any object code, source code, or proprietary data underlying the Services. Agency grants all rights and permissions in or relating to Agency Data as are necessary to Lexipol to enforce the 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 may cause irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy. 7. 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). 8. 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. Item 1K - Page 9 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 9. 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 receiving 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. 10. Warranty Disclaimer. EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, ALL SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "AS-IS" AND LEXIPOL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLI ED 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. 11. Indemnification. To the fullest extent permitted by law, Lexipol shall defend (at Lexipol’s sole cost and expense), indemnify, protect, and hold harmless Agency, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Lexipol’s employees included), for damage to property, including property owned by Agency, from errors or omissions, or willful misconduct, committed by Lexipol, its officers, employees, representatives, and agents, in its performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 12. 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 twice 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 s et 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. Limitation of liability under this section shall not apply to Lexipol’s indemnification obligations. 13. Cyber Liability Insurance. At all times during the performance of the work under this Agreement and for sixty (60) months following the end of the Term, Lexipol shall carry and maintain, at its own expense, including any Agency-approved deductibles or retentions, Cyber Liability insurance in an amount of $1,000,000 per occurrence/$2,000,000 aggregate . The Cyber Liability policy must include security and privacy liability, media liability, business interruption and extra expense, and cyber extortion liability. 14. General Terms. 14.1 General Interpretation. The language used in the Agreement and these Terms shall be Item 1K - Page 10 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 deemed to express the mutual intent of Lexipol and Agency. The Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. 14.2 Invalidity of Provisions. Each of the provisions contained in the Agreement and these Terms is distinct and severable. A declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. Further, if a court of competent jurisdiction finds any provision of the Agreement to be invalid or unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intention as reflected in such provision to the maximum extent possible. 14.3 Waiver. Lexipol’s failure to exercise, or delay in exercising, any right or remedy under any provision of the Agreement shall not constitute a waiver of such right or remedy. 14.4 Governing Law. The Agreement shall be construed in accordance with, and governed by, the laws of the State in which Agency is located, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 14.5 Covenant Against Discrimination. In connection with its performance under this Agreement, Lexipol shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis ”). Lexipol shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to Agency’s lawful capacity to enter this Agreement, and in executing this Agreement, Lexipol certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Lexipol activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Lexipol is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 14.6 Compliance with Laws. Each party shall maintain compliance with all applicable laws, rules, regulations, and orders promulgated by any federal, state, or local government body or agency relating to its obligations pursuant to the Agreement and these Terms. 14.7 Attorney’s Fees. If any action is brought by either party to the Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and expenses of litigation. 14.8 Notices. Any notice required by the Agreement or given in connection with it shall be in writing and shall be made by certified mail (postage prepaid), or recognized overnight delivery service to addresses listed on the Cover Sheet.. 14.9 Entire Agreement. The Agreement, including these Terms, embodies the entire agreement and understanding of the parties hereto and expressly supersedes all prior written and oral agreements and understandings with respect to the subject matter hereof. No representation, promise, or statement of intention has been made by any party hereto that is not embodied in the Agreement. Terms and conditions set forth in any purchase order or any other form or document that are inconsistent with or in addition to the terms and conditions set forth in the Agreement are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification, and shall not be considered binding unless specifically agreed to in writing by both parties. No amendment, modification, or supplement to the Agreement shall be binding unless it is in writing and signed by the parties. 14.10 Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document for purposes of the Agreement. Item 1K - Page 11 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 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 Failed 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. Item 1K - Page 12 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 ATTACHMENT B Item 1K - Page 13 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Item 1K - Page 14 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Item 1K - Page 15 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Item 1K - Page 16 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Item 1K - Page 17 X X X X DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 Item 1K - Page 18 Ii DocuSigned by: ~::E~~~B942A DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/18/2022 RBN Insurance Services 303 E Wacker Dr Ste 650 Chicago IL 60601 Symone White 312-856-9400 312-856-9425 swhite@rbninsurance.com Continental Casualty Company 20443 LEXILLC-01 Continental Insurance Company 35289LexipolHoldingCompany Lexipol,LLC;The Praetorian Group Cordico Practice Management,LLC;Cordico Inc 2611 Internet Blvd.,Suite 100 Frisco TX 75034 Hiscox Insurance Co.Inc.10200 Transportation Insurance Co 20494 Valley Forge Insurance Company 20508 37029738 A X 1,000,000 X 300,000 15,000 1,000,000 2,000,000 X 6043284498 8/20/2022 8/20/2023 Excluded D 1,000,000 X X 6043284484 8/20/2022 8/20/2023 B X X 5,000,00060432845208/20/2022 8/20/2023 5,000,000 X 10,000 E B X7015542800 7015542845 8/20/2022 8/20/2022 8/20/2023 8/20/2023 1,000,000 1,000,000 1,000,000 C A Professional/Multimedia Liab Cyber Liability US UUA 2688184.22 596826720 8/20/2022 8/20/2022 8/20/2023 8/20/2023 Each Claim/Aggregate Limit 5,000,000 2,000,000 City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs CA 92262 DocuSign Envelope ID: 22679ADE-3219-487C-9D78-625F333978E2