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HomeMy WebLinkAboutLexipol - Document Management Subscription and Platform EFD Memorandum To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Paul Polep, Fire Chief Subject: Document Lexipol with for Sole-Source of Approval Contract Management Subscription and Platform for Evanston Fire Department Date: March 25, 2024 Recommended Action: Staff recommends the City Council authorize the City Manager to execute a twenty (20) month Sole Source agreement with Lexipol (2611 Internet Blvd, Ste 100, Frisco, TX 75034) for a Policy Management platform for a total of $80,219.59. A sole-source purchase requires ⅔ vote of the Councilmembers. Funding Source: Funding - (Account Agreements Service Department Fire the from be will 100.23.2305.62509) with a FY24 budget of $75,000 and a YTD balance of $57,555. $54,382.44 will be from FY24 and $25,837.15 in FY25. Council Action: For Action Summary: The Fire Department currently has personnel/policy language kept in several locations. The union personnel has a contract (agreement between the City of Evanston and the Evanston Fire Fighters Association Local No. 742 International Association of Fire Fighters, AFL-CIO- CLC) and a City of Evanston Human Resource Department Employee Handbook. In addition, the Fire Department advises staff through General Orders, Training Directives, Information Memos, and Standard Operating Guidelines (SOGs). As more policies and procedures are put in place, it becomes increasingly difficult to make sure staff is always seeing the most up- to-date information, following best practices, and ensuring policies follow local/state/federal guidelines. In the summer of 2023, Fire Department staff began to research programs that would review and virtually met Staff understanding. these for materials with compile better Power DMS/Document Management Solution and Lexipol. Lexipol’s program/subscription proved to Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 be more in-depth and better for long-term guidance for the Fire Department and the only software that would be helpful for Fire Department operations. Lexipol would gather and review all of the Fire Department’s policies/procedures, review with State and federal laws and regulations as well as nationwide best practices, and then compile them into one web-based content delivery platform. Lexipol has researched and written hundreds of policies by public safety attorneys and subject matter experts. As an example, if a firefighter was inquiring about uniform policies, they would have to separately research the contract, employee handbook, SOGs, General Orders, etc. Lexipol would allow the employee to search “uniform” in its platform, and all City of Evanston language related to uniforms would appear on one page noting where the language is found. If approved, Lexipol will work through a thoughtful, tiered system, starting first with higher-risk policies, and then moving into reviewing high-liability, daily operations, defensibility, and operational consistency policies. Once complete, Lexipol will continue to provide annual policy federal and state reviews development team and legal its as updates content regulations. The Fire Department will be able to see the suggested changes in a side-by-side comparison and can either accept or reject the recommendation after discussing with the Law Department and/or the Union. Lexipol will add notes of why they recommend the change, and whether or not it is critical. The subscription will also include daily training bulletins as well as reporting via a web-based platform and app. Power DMS was able to compile the materials, but would not help review/create content or detail. This will be a 20-month contract starting May 1, 2024 through December 31, 2025. The City will have the option to renew yearly. The initial costs are higher in year one to cover the initial export and review. Once the implementation is complete, the yearly cost to maintain the subscription will be closer to $16,000 annually. Lexipol is a Sole Source vendor as they are the only vendor with a legal staff that can help write and review policy content and place it into an easy-to-view web-based system that can help track compliance. Lexipol also offers training to prove understanding of the material. In addition, Lexipol is an approved policy management system Sourcwell Vendor (Contract #011822-LXP). The contract provides a 5% discount, which is figured into the final amount. Attachments: Lexipol Fire Policy Proposal Sole Source, Lexipol - Evanston Page 2 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4   PREPARED FOR: Evanston Fire Department Chief Paul Polep ppolep@cityofevanston.org 847-866-5935   PREPARED BY: Nicole Falconer nfalconer@lexipol.com (949) 226-8080   2611 Internet Blvd, Ste 100 Frisco, Texas 75034 (844) 312-9500 www.lexipol.com Page 3 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Executive Summary Public safety agencies and local government organizations today face challenges of keeping personnel safe and healthy, reducing risk and maintaining a positive reputation. Add to that the dynamically changing legislative landscape and evolving best practices, and even the most progressive, forward-thinking departments can struggle to keep up.   Lexipol's solutions are designed to save you time and money while protecting your personnel and your community. Our team consists of professionals with expertise in public safety law, policy, state and federal accreditation, training, mental and physical wellness and grants. We continually monitor changes and trends in legislation, case law and best practices and use this knowledge to create policies, training, wellness resources and funding services that minimize risk and help you effectively serve your community.   THE LEXIPOL ADVANTAGE Lexipol was founded by public safety experts who saw a need for a better, safer way to run a public safety agency. Since the company launch in 2003, Lexipol has grown to form an entire risk management solution for public safety and local government. Today, we serve more than 10,000 agencies and municipalities and 2 million public safety and government professionals with a range of informational and technological solutions to meet the challenges facing these dynamic industries. In addition to providing policy management, accreditation, online training, wellness resources, and grant assistance, we provide 24/7 industry news and analysis through the digital communities Police1, FireRescue1, Corrections1, EMS1 and Gov1.   Our customers choose Lexipol to make an investment in the safety and security of their personnel, their agencies and their communities. We help agencies address issues that create substantial risk, including: •Inconsistent and outdated polices •Lack of technology to easily update and issue policies and training electronically •Unchecked mental health needs of staff •Difficulty keeping up with new and changing legislation and practices •Inability to produce policy acknowledgment and training documentation •Unfamiliarity of city legal resources with the intricacies of public safety law •The need to secure grant funding for critical equipment, infrastructure and personnel Lexipol is backed by the expertise of 440 employees with more than 2,075 years of combined experience in constitutional law, civil rights, ADA and discrimination, mental health, psychology, labor negotiations, Internal Affairs, use of force, hazmat, instructional design, federal and state grants and a whole lot more. That means no more trying to figure out policy, achieve accreditation, develop training or wellness content, or secure funding on your own. You can draw on the experience of our dedicated team members who have researched, taught and lived these issues.   We look forward to working with Evanston Fire Depar tment to address your unique challenges. Page 2 of 7 Page 4 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Scope of Services Public Safety GrantFinder Subscription - Fire   GrantFinder provides a real-time, online database of more than 1,400 federal, state, corporate and foundation grants. More than 5,000 municipal organizations trust GrantFinder to locate grants relevant to them. Powerful features include: •Customized grant alerts for your preferred grant categories •Interactive calendar to see upcoming grant deadlines •Personalized dashboard and application tracking tools •Grants updated and added daily Policy Manual Constitutionally sound, up-to-date policies are the foundation for consistent, safe public safety operations and are key to reducing risk and enhancing personnel and community safety. Lexipol's comprehensive policy manual covers all aspects of your agency's operations. •More than 155 policies researched and written by public safety attorneys and subject matter experts •Policies based on State and federal laws and regulations as well as nationwide best practices •Content customized to reflect your agency's terminology and structure Daily Training Bulletins (DTBs) Even the best policy manual lacks effectiveness if it's not backed by training. Lexipol's Daily Training Bulletins are designed to help your personnel learn and apply your agency's policy content through 2-minute training exercises. •Scenario-based training ties policy to real-world applications •Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the policy •Each Daily Training Bulletin concludes with a question that confirms the user understood the training objective •Daily Training Bulletins can be completed via computers or from smartphones, tablets or other mobile devices •Reports show completion of Daily Training Bulletins by agency member and topic Policy Updates Lexipol's legal and content development teams continuously review state and federal laws and regulations, court decisions and evolving best practices. When needed, we create new and updated policies and provide them to your agency, making it simple and efficient to keep your policy content up to date. •Updates delivered to you through Lexipol's web-based content delivery platform •Changes presented in side-by-side comparison against existing policy so you can easily identify modifications/improvements •Your agency can accept, reject or customize each update Web-Based Delivery Platform and Mobile App (Knowledge Management System) Lexipol's online content delivery platform, called KMS, provides secure storage and easy access to all your policy and training content, and our KMS mobile app facilitates staff use of policies and training completion. •Ability to edit and customize content to reflect your agency's mission and philosophy •Efficient distribution of policies, updates and training to staff •Archival and easy retrieval of all versions of your agency's policy manual •Mobile app provides in-the-field access to policy and training materials Reports Lexipol's Knowledge Management System provides intuitive reporting capabilities and easy-to-read reports that enhance command staff meetings and strategic planning. •Track and report when your personnel have acknowledged policies and policy updates •Produce reports showing completion of Daily Training Bulletins •Sort reports by agency member, topic and other subgroups (e.g., shift, assignment) •Reduce the time your supervisors spend verifying policy acknowledgement and training completion Page 3 of 7 Page 5 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Supplemental Publication Service Lexipol's Supplemental Publication Service (SPS) streamlines the storage of your agency's content, giving you one place to access procedures, guidelines, general orders, training guides or secondary policy manuals. •Electronically links department-specific procedural or supplemental content to your policy manual •Provides electronic issuance and tracking for your agency's procedural or supplemental content •Allows you to create Daily Training Bulletins against your procedural content •Designed for standard operating guidelines, procedures, general orders or field guides Fire Procedures Clear and accessible procedures are imperative to ensure safe, effective and consistent emergency response and personnel interactions. Lexipol’s fire procedures, based on national best practices, give you critical operational and administrative procedures as well as a template to build on. •More than 35 best practice procedures designed to support safe and effective operations •Tactical procedures address the operations most often cited as contributing to firefighter injury or death as well as the most common call types •Administrative procedures address the areas of highest legal liability as well as best practices for organizational success •Scenario-based training reinforces live training •Mobile-friendly decision trees and checklists prevent essential steps from being missed 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 I: 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 III: Daily Operations Policies Benefit from our proven, systematic approach to implementing polices. Tier III 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 Page 4 of 7 Page 6 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Benefit 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.    Page 5 of 7 Page 7 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Proposal Prepared By: Nicole Falconer Quote #:Q-78938-3 Phone: (949) 226-8080 Date:3/7/2024 Email: nfalconer@lexipol.com Valid Through:4/30/2024 Overview Lexipol empowers first responders and public servants to best meet the needs of their residents safely and responsibly. We are the experts in policy, training and wellness support, committed to improving the quality of life for all community members. Our solutions include state-specific policies, online learning, behavioral health resources, funding assistance, and industry news and information offered through the websites Police1, FireRescue1, EMS1 and Corrections1. Lexipol serves more than 2 million public safety and government professionals in over 10,000 agencies and municipalities. The services proposed below are designed to meet your agency’s specific goals and needs.   4/1/2024 - 12/31/2024 Prorated Fire Policy Subscription with GrantFinder, Cross Reference, Extraction, and Policy Implementation Tiers I, II, III & IV QTY DESCRIPTION UNIT PRICE DISC DISC AMT EXTENDED 1 Annual Fire Policy Manual & Daily Training Bulletins w/Supplemental Publication Service w/Fire Operations Procedures (Start: 4/1/2024 End: 12/31/2024) USD 12,310.50 5%USD 615.52 USD 11,694.98 1 Fire Public Safety GrantFinder Subscription (Start: 4/1/2024 End: 12/31/2024) USD 562.50 5%USD 28.12 USD 534.38 Subscription Line Items Total USD 643.64 USD 12,229.36 1 Fire Standard Policy Cross-Reference USD 4,050.00 5%USD 202.50 USD 3,847.50 1 Fire Agency-Specific Content Extraction USD 4,000.00 5%USD 200.00 USD 3,800.00 1 Fire Tier I Implementation USD 9,982.00 5%USD 499.10 USD 9,482.90 1 Fire Tier II Implementation USD 9,111.00 5%USD 455.55 USD 8,655.45 1 Fire Tier III Implementation USD 10,799.00 5%USD 539.95 USD 10,259.05 1 Fire Tier IV Implementation USD 7,860.00 5%USD 393.00 USD 7,467.00 One-Time Line Items Total USD 2,290.10 USD 43,511.90 USD 2,933.74 USD 55,741.26 4/1/2024 - 12/31/2024 - Annual Sub, Xref, Extr, Tiers I-IV Discount:USD 2,933.74 4/1/2024 - 12/31/2024 - Annual Sub, Xref, Extr, Tiers I-IV TOTAL:USD 55,741.26 Page 6 of 7 Page 8 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 1/1/2025 - 12/31/2025 Annual Fire Policy Subscription with GrantFinder & Policy Implementation Tier V QTY DESCRIPTION UNIT PRICE DISC DISC AMT EXTENDED 1 Annual Fire Policy Manual & Daily Training Bulletins w/Supplemental Publication Service w/Fire Operations Procedures (12 Months) USD 16,414.00 5%USD 820.70 USD 15,593.30 1 Fire Public Safety GrantFinder Subscription (12 Months) USD 750.00 5%USD 37.50 USD 712.50 Subscription Line Items Total USD 858.20 USD 16,305.80 1 Fire Tier V Implementation USD 10,033.00 5%USD 501.65 USD 9,531.35 One-Time Line Items Total USD 501.65 USD 9,531.35 USD 1,359.85 USD 25,837.15 1/1/2025 - 12/31/2025 - Annual Sub + Tier V Discount:USD 1,359.85 1/1/2025 - 12/31/2025 - Annual Sub + Tier V TOTAL:USD 25,837.15 Fire pricing is based on 110 Fire Authorized Staff. The foregoing pricing has been prorated for the benefit of Agency and Agency therefore agrees that they will waive the right to cancel this agreement until the end of the first renewal period. Discount Notes 5% Sourcewell discount applied. 2023 rates extended to 4/30/2024. Notes Policy Cross Reference pricing based on 330 pages of agency existing content. (300 in their SOGs and 30 in their Rules and Regs). Page 7 of 7 Page 9 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 2611 Internet Blvd, Ste 100 Frisco, TX 75034 (844) 312-9500 www.lexipol.com March 7, 2024 To Whom It May Concern, This letter is to confirm that Lexipol is a sole source provider of risk management tools for public safety organizations. Lexipol offers subscription-based policy management and training services that are purchased by public safety and local government organizations directly from Lexipol, LLC. AGENCY NEED Evanston Fire Department (Illinois) requires a policy and procedures management solution for their EMS personnel that is inclusive of a Fire/EMS policy manual that is compliant with State and Federal laws and Regulations, customized to fit the agency’s needs, and includes scenario-based daily training bulletins with tests to reinforce and prove policy comprehension. The system needs to be accessible online and through mobile devices, provide real-time policy updates, as well as a supplemental manual for department-specific procedural content to the policy manual. LEXIPOL PRODUCT DETAILS Lexipol’s management solution can uniquely provide each of these required services. The SaaS subscription provides access to copyrighted content on a proprietary, web-based knowledge management system that allows for the issuance of department-specific policy and procedure, captures electronic signatures for compliance and assigns training to reinforce comprehension and application. These three program tenets will allow your agency to increase efficiencies related to policy compliance, member safety, and improve the services provided to the communities you protect. Additionally, by working with Lexipol, the Evanston Fire Department can take advantage of our network of subject matter experts and legal resources to implement a policy management solution. The expected costs for the agency to personally hire and staff resources that carry the legal expertise in this subject matter is cost prohibitive. JUSTIFICATION FOR SOLE SOURCE AWARD As Evanston Fire Department has determined through necessary due diligence, other vendors and systems can only at best provide individual components of the agency’s needs. For example, they may be able to staff legal experts who can help write and review policy content but lack a web-based system to track personnel compliance. Or they may provide content and a platform to house the content, but do not offer training to prove understanding of the material. Or they lack tracking and reporting altogether. No other provider offers a single solution that meets all requirements like Lexipol. Based on the foregoing, Lexipol is the only source for the full scope of services required. If you have any questions or need assistance, please feel free to contact me. Your favorable consideration of this matter is appreciated. Sincerely, Nicole Falconer Senior Account Executive Page 10 of 10 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 MASTER SERVICE AGREEMENT    Agency's Name:Evanston Fire Department Agency's Address:909 Lake St  Evanston, Illinois 60201    Agency's Sourcewell Member ID:18496    Attention:Chief Paul Polep    Sales Rep:Nicole Falconer Lexipol's Address:2611 Internet Boulevard, Suite 100  Frisco, Texas 75034    Effective Date:EFFECTIVE_DATE_DS  (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   This Agreement is entered into subject to the terms and conditions contained in Sourcewell Contract Number 011822-LXP (the Sourcewell Contract). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions set forth in the Sourcewell Contract, the terms and conditions of the Sourcewell Contract shall control.   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.   Evanston Fire Department  Lexipol, LLC   Signature:CUSTSIG_DS  Signature:COUNTERSIG_DS   Print Name:CUSTNAME_DS  Print Name:    Title:CUSTTITLE_DS  Title:    Date Signed:CUSTDATE_DS  Date Signed:COUNTERSIGDATE_DS     DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4 Chief Paul Polep 3/29/2024 Fire Chief Vice President & General Counsel Jan Roos 5/1/2024 DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 3/29/2024 Approved as to form: Luke Stowe, City Manager Alexandra B. Ruggie Interim Corporation CounselDoc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Exhibit A SELECTED SERVICES AND ASSOCIATED FEES Agency is purchasing the following: 5/1/2024 - 12/31/2024 Prorated Fire Policy Subscription with GrantFinder, Cross Reference, Extraction, and Policy Implementation Tiers I, II, III & IV 1/1/2025 - 12/31/2025 Annual Fire Policy Subscription with GrantFinder & Policy Implementation Tier V QTY DESCRIPTION UNIT PRICE DISC DISC AMT EXTENDED 1 Annual Fire Policy Manual & Daily Training Bulletins w/Supplemental Publication Service w/Fire Operations Procedures (12 Months) USD 16,414.00 5%USD 820.70 USD 15,593.30 1 Fire Public Safety GrantFinder Subscription (12 Months) USD 750.00 5%USD 37.50 USD 712.50 Subscription Line Items Total USD 858.20 USD 16,305.80 1 Fire Tier V Implementation USD 10,033.00 5%USD 501.65 USD 9,531.35 One-Time Line Items Total USD 501.65 USD 9,531.35 USD 1,359.85 USD 25,837.15 USD 1,359.851/1/2025 - 12/31/2025 - Annual Sub + Tier V Discount: 1/1/2025 - 12/31/2025 - Annual Sub + Tier V TOTAL:USD 25,837.15 QTY DESCRIPTION UNIT PRICE SOURCEWELL DISC DISC AMT EXTENDED 1 Annual Fire Policy Manual & Daily Training Bulletins w/Supplemental Publication Service w/Fire Operations Procedures (Start: 5/1/2024 End: 12/31/2024) USD 10,942.67 5%USD 547.13 USD 10,395.54 1 Fire Public Safety GrantFinder Subscription (Start: 5/1/2024 End: 12/31/2024) USD 500.00 5%USD 25.00 USD 475.00 Subscription Line Items Total USD 572.13 USD 10,870.54 1 Fire Standard Policy Cross-Reference USD 4,050.00 5%USD 202.50 USD 3,847.50 1 Fire Agency-Specific Content Extraction USD 4,000.00 5%USD 200.00 USD 3,800.00 1 Fire Tier I Implementation USD 9,982.00 5%USD 499.10 USD 9,482.90 1 Fire Tier II Implementation USD 9,111.00 5%USD 455.55 USD 8,655.45 1 Fire Tier III Implementation USD 10,799.00 5%USD 539.95 USD 10,259.05 1 Fire Tier IV Implementation USD 7,860.00 5%USD 393.00 USD 7,467.00 One-Time Line Items Total USD 2,290.10 USD 43,511.90 USD 2,862.23 USD 54,382.44 USD 2,862.235/1/2024 - 12/31/2024 - Annual Sub, Xref, Extr, Tiers I-IV Sourcewell Discount: 5/1/2024 - 12/31/2024 - Annual Sub, Xref, Extr, Tiers I-IV TOTAL:USD 54,382.44 DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Fire pricing is based on 110 Fire Authorized Staff. The foregoing pricing has been prorated for the benefit of Agency and Agency therefore agrees that they will waive the right to cancel this agreement until the end of the first renewal period. Discount Notes 5% Sourcewell discount applied. 2023 rates extended, agency to sign by 4/30/2024. Notes Policy Cross Reference pricing based on 330 pages of agency existing content. (300 in their SOGs and 30 in their Rules and Regs). DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Copyright © Lexipol, LLC 1995-2023 Rev. 1.1.2023 1 Exhibit B Terms and Conditions of Service These Terms and Conditions of Service (the “Terms”) govern the rights and obligations of Lexipol and Agency under this Agreement. Lexipol and Agency may each be referred to herein as a “party” and collectively as the “parties.” 1. Definitions. Each of the following capitalized terms will have the meaning included in 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 Lexipol Services set forth in 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 “Agreement” 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 cover sheet (signature page), 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 Exhibit A. If not so indicated, the default Initial Term is one (1) year from the Effective Date. 1.6 “Lexipol Content” means all content in any format including but not limited to: written content, images, videos, data, information, and software multimedia provided by Lexipol and/or its licensors via the Services. 1.7 “Services” means all products and services, including but not limited to all software subscriptions, professional services, and ancillary support services, as may be offered by Lexipol and/or its affiliates from time to time. 2. Term; Renewal. This Agreement 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 of the Effective Date unless a party provides written notice of non-renewal to the other party at least sixty (60) days prior to such renewal. The Initial Term and all Renewal Terms collectively comprise the “Term” of this Agreement. 3. Termination. 3.1 For Convenience; Non-Appropriation. This Agreement may be terminated at any time for convenience (including due to lack of appropriation of funds) upon sixty (60) days written notice.1 3.2 For Cause. This Agreement may be terminated by either party, effective immediately, (a) in the event the other party fails to discharge any obligation, including payment obligations, or remedy any default hereunder for a period of more than thirty (30) 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 of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. 3.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement for any reason, Agency’s access to Lexipol’s Services shall immediately cease unless Lexipol 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. 1 Note: fees paid for Online Services are not eligible for refund, proration, or offset in the event of Agency’s termination for convenience as Online Services are delivered in full as of the Effective Date. Fees pre-paid for Professional Services are eligible for refund, proration, or offset to the extent such Services have not been delivered or utilized by Agency. DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Copyright © Lexipol, LLC 1995-2023 Rev. 1.1.2023 2 4. Fees; Invoicing. Lexipol will invoice Agency at the commencement of the Initial Term and at the commencement of each Renewal Term. Agency agrees to remit payment within thirty (30) calendar days following receipt of Lexipol’s invoice. Payments may be made electronically 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. 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., wire 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 Lexipol’s Services, except for taxes based on Lexipol’s net income. 5. Terms of Service. The following terms and conditions govern access to and use of Lexipol’s Services: 5.1 Online Services. Lexipol’s Online Services include all cloud-based services offered by Lexipol and its partners, affiliates, and licensors. Online Services include, without limitation, Lexipol’s Knowledge Management System (“KMS”) for policy, Learning Management System (“LMS”)2, 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 other applicable 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 Professional Services. Lexipol’s Professional Services include all Services that are not part of Lexipol’s Online Services, and which require the professional expertise of Lexipol personnel and/or contractors, including implementation support for policy manuals, technical support for online learning, accreditation consulting, grant writing and consulting3, and projects requiring regular input from Lexipol’s subject matter experts (collectively, “Professional Services”). Lexipol shall provide all Professional Services in accordance with industry best practices. 5.3 Intellectual Property; License. Lexipol’s Services and all Lexipol Content are the proprietary intellectual property of Lexipol and/or its licensors, and are protected where applicable by copyright, trademark, and patent laws. Nothing contained in this Agreement or these Terms shall be construed as conferring any right of ownership or use to Lexipol’s Services or Lexipol Cont ent. Notwithstanding the foregoing, Agency may, in limited circumstances (e.g. creation, modification, and updating of Agency’s policy manuals) create Derivative Works based on Lexipol’s Content and shall retain a personal, non-commercial, non-sublicensable and non-assignable license to use such Derivative Works, including beyond the expiration or termination of this Agreement. “Derivative Works” include all work product based on or which incorporates any Lexipol Content, including any revision, modification, abridgement, condensation, expansion, compilation, or any other form in which Lexipol 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 by Agency beyond the Term of this Agreement and shall have no liability whatsoever for Agency’s creation or use of Derivative Works. 5.4 Account Security. Access to Lexipol’s Services is personal and unique to Agency. Agency shall not assign or otherwise transfer any such rights to any other person or entity. Except as set forth herein, Agency remains responsible for maintaining the security and confidentiality of Agency’s usernames and passwords and the security of Agency’s accounts. 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 usernames and/or passwords. 5.5 Agency Data. Lexipol will use commercially reasonable efforts to ensure the security of all Agency Data. Lexipol’s Services use the Secure Socket Layer (SSL) protocol, which encrypts information as it travels between Lexipol and Agency. However, data transmission on the internet is not always 100% secure and Lexipol cannot and does not warrant that information Agency transmits to or through Lexipol or the Services is 100% secure. Lexipol’s use of Agency Data is limited to providing the Services, retaining records in the regular course of business, and complying with valid legal obligations. 6. Confidentiality. During the Term of this Agreement, each party may disclose information to the other party that would be reasonably considered confidential, including Agency Data (collectively, “Confidential Information”). The receiving party will: (a) limit disclosure of any such Confidential Information 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 third party unless expressly authorized by the disclosing party. A party may disclose Confidential Information pursuant to a valid governmental, judicial, or administrative order, subpoena, regulatory request, Freedom of 2 LMS Services include, but are not limited to: PoliceOne Academy, FireRescue1 Academy, EMS1 Academy, Corrections1 Academy, and LocalGovU. 3 Agency is responsible for submitting all information reasonably required by Lexipol’s grant writing team in a timely manner and always at least five (5) days prior to each grant application submission date. Agency is responsible submissions of final grant applications by grant deadlines. Failure to timely submit required materials to Lexipol’s grant 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 begun will result in a 50% fee of the total value of the service. DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Copyright © Lexipol, LLC 1995-2023 Rev. 1.1.2023 3 Information Act (FOIA) request, Public Records Act (PRA) request, or equivalent, provided that the disclosing party promptly notifies, to the extent practicable, the other 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 name and logo(s) for such purposes. 7. Warranty. LEXIPOL WARRANTS THAT ITS SERVICES ARE PROVIDED IN A PROFESSIONAL AND WORKMANLIKE MANNER IN ACCORDANCE WITH PREVAILING INDUSTRY STANDARDS, THAT THEY SHALL BE FIT FOR THE PURPOSES SET FORTH HEREIN, AND THAT SUCH SERVICES SHALL NOT INFRINGE THE RIGHTS OR INTELLECTUAL PROPERTY OF THIRD PARTIES. NOTWITHSTANDING THE FOREGOING, LEXIPOL’S SERVICES ARE PROVIDED “AS-IS” AND LEXIPOL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AS WELL AS ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 8. Indemnification. Lexipol will indemnify, defend, and hold harmless Agency from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, 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 Lexipol harmless from and against any and all loss, liability, damage, claim, cost, charge, demand, fine, penalty, or expense arising out of acts or omissions by Agency, Agency’s personnel, or any party acting on Agency’s behalf. 9. Limitation of Liability. Each party’s cumulative liability resulting from any claims, demands, or actions arising out of or relating to this Agreement, the Services, or the use of any Lexipol Content shall not exceed the larger of: the aggregate amount of fees paid to Lexipol by 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 if such party has been advised of the possibility of such damages. 10. General Terms. 10.1 Entire Agreement. This Agreement embodies 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 made by either party that is not embodied herein. Terms and conditions set forth in any purchase order or othe r document 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, without further action. No amendment, modification, or supplement to this Agreement shall be binding unless it is made in writing and signed by both parties. 10.2 General Interpretation. 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 Invalidity of Provisions. Each provision contained in this Agreement is distinct and severable. A declaration of invalidity or unenforceability of any provision or portion thereof shall not affect the validity or enforceability of any other provision. Should any provision or portion thereof be held to be invalid or unenforceable, the parties agree that the reviewing authority should endeavor to give effect to the parties’ intention as reflected in such provision to the maximum extent possible. 10.4 Compliance; Governing Law. Each party shall maintain compliance with all applicable laws, rules, regulations, and orders relating to its obligations pursuant to this Agreement. This 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. 10.5 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Notwithstanding the foregoing, this Agreement may be assumed by a party’s successor in interest through merger, acquisition, or consolidation without additional notice or consent. 10.6 Waiver. Either party’s failure to exercise, or delay in exercising, any right or remedy under any provision of this Agreement shall not constitute a waiver of such right or remedy. 10.7 Notices. Any notice required hereunder shall be in writing and shall be made by certified mail (postage prepaid) to known, authorized recipients at such address as each party may indicate from time to time. In addition, electronic mail (email) to established and authorized recipients is acceptable when acknowledged by the receiving party. DocuSign Envelope ID: D4F94D32-B28B-4E0D-A312-DA3D85D5CEC4DocuSign Envelope ID: E2112FAD-C722-47A9-AF1E-EAD345D92197 Doc ID: 4814f7ef3cae566e52e87b8280bd707ce55879d4 Contract with Lexipol for Document Management Subscription... Approval_of...atform_.pdf and 1 other 4814f7ef3cae566e52e87b8280bd707ce55879d4 MM / DD / YYYY Signed 04 / 04 / 2024 10:12:12 UTC-5 Sent for signature to Alexandra Ruggie (aruggie@cityofevanston.org) and Luke Stowe (lstowe@cityofevanston.org) from lthomas@cityofevanston.org IP: 66.158.65.76 04 / 04 / 2024 10:13:20 UTC-5 Viewed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 66.158.65.110 04 / 04 / 2024 10:13:39 UTC-5 Signed by Alexandra Ruggie (aruggie@cityofevanston.org) IP: 66.158.65.110 04 / 04 / 2024 11:36:53 UTC-5 Viewed by Luke Stowe (lstowe@cityofevanston.org) IP: 204.26.28.8 04 / 04 / 2024 11:37:13 UTC-5 Signed by Luke Stowe (lstowe@cityofevanston.org) IP: 204.26.28.8 The document has been completed.04 / 04 / 2024 11:37:13 UTC-5