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HomeMy WebLinkAbout5.5 Approve the Agreement with Lexipol for the Annual Subscription Service and Implementation Support for the Amount Not to Exceed $27,672.0012/8/2017 BoardDocs® Pro Agenda Item Details Meeting Dec 05, 2017 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category 5. CONSENT AGENDA Subject 5.5 Motion to approve the agreement with Lexipol for the annual subscription service and implementation support for the amount not to exceed $27,672.00. Type Action Preferred Date Dec 05, 2017 Absolute Date Dec 08, 2017 Fiscal Impact Yes Dollar Amount 27,672.00 Budgeted Yes Budget Source Community Investment Program Recommended Action Approve the agreement with Lexipol for the annual subscription service and implementation support for the amount not to exceed $27,672.00. Information Lexipol is a software system that provides policies that are state -specific and fully customizable based on federal and state law, regulations and public safety best practices. The software helps reduce risk and stays ahead of litigation trends, while communicating clear and concise policy guidance to personnel. It allows Fire Departments to organize, customize and train on policies and guidelines that meet current standards and best practices. It also allows all Fire Department personnel to be trained on policies and procedures that need to be in place to ensure safety and a functional work environment. Lexipol provides legally reviewed regular and urgent policy updates in response to legislative mandates, case law, and the evolution of best practices. Currently, the Fire Department's Standard Operating Guidelines (SOG's), directives, rules and regulations, and policies are in several locations and in need of updating. This software would allow for one central web based location for all SOG's, directives, rules and regulations, and policies. It would also facilitate the updating of policies/procedures in the Fire Department to meet current standards. With this software, the Fire Department would be able to organize and track all the SOG's and policies it currently has implemented. It would also permit the Fire Department to utilize best practice and incorporate state and federal requirements. This would help the Fire Department manage policy risk and assist with the Accreditation process by delivering policies and guidelines that are consistent, easily accessible, reviewed and updated on an ongoing basis. Lexipol is utilized by 3,000 government agencies, including 340 fire departments. This played a role in our decision to look into, and ultimately decide on this service. Local agencies currently utilizing Lexipol include; Streamwood, Lake Zurich, Lincolnshire, Hillside, Northbrook, Northfield and Roselle. The funding for Lexipol is in the 2018 Community Investment Program. If the agreement is signed before December 8th, 2017, Lexipol will reduce the 2018 cost by $2,195.00 as well as extend the service for the month of December with a prorated value of $735.00, free of charge. This represents an overall savings of $2,930.00 or approximately 10%. Software implementation support costs $18,850.00 and the annual subscription fee is $8,822.00 for a total of $27,672.00. Alternatives https://www.boarddocs.com/iI/vomp/Board.nsf/Public# 1/2 Exjpires oin:: IDeceirnber 15, 2017 Prepared By IKaren James Phone (949) 325-1230 Email kiames@lexipol.com Contact Name John Dolan Account Name Mount Prospect IFire Department Phone (847) 870-5660 Email jdc)lan@rnountprospect.org L.exipol 12801 Network Blvd. Suite 700 Frisco, Tx 75034 1I .949.484.4444 1 wwwlexi.poLcom EXIECUTIVIE SUIMIMAIRY Public safety agencies today face challenges of keeping personnel safe, reducing liability and maintaining a positive reputation. Add to that the dynamically changing legislative landscape and evolving best practices, and even the most progressive, forward -thinking agencies can strugglle to keep up, That is why ILeApoll is pleased to present Mount Prospect Fire Department with a proposal for a custornized policy management, update and training solution. Our program is designed to save you tirne and money while protecting your personnel. Our team Of public safety lawyers and policy experts continually monitor national and 111111inois-specific policy changes. We then use these updates to hellp provide the content and training your department needs to minimize risk and effectively serve your community. FMI91 Mount Prospect Fire Department is looking for a way to access comprehensive policies to Ilimit agency risk arid enhance personnel safety. lBy using Lexipol, you will achieve peace of mind knowing your policies are up-to-date and legally defensible. The incorporated policy training component reinforces your staff's understanding of pollicies and provides individual training acknowledgernent. Once you have high--qUality policies in pllace, you want to be Sure Your personnel use them. The Lexipol program offers online access to Your agency's policies through a web -based platform and mobille app. This flexibillity allows your personnel to easily reference policies and complete training in the field. Using LeApoll's program will provide Mount Prospect Fire Department with: • Policies that reflect Up. -to -date industry standards and best practices • Content specific to the Ilaws and practices of Illinois • Daily scenario -based training that reinforces your agency's policies • Timely updates in response to new legislation and case Ilaw THIE ILIEXIIIIDOIL ADVANTAGE Lexipol Was founded by public safety experts who saw a need for legally defensible policy content that was continually monitored and updated based on legislative changes. Since the company launch in 2003, Lexipol has grown to represent more than 3,000 public safety agencies across the United States. Lexipol is the only cornpany with public safety professionals, attorneys and subject matter experts working together to provide essential policies and policy management tools, frorn continuous updates to mobile access to daily training. Our legal and rontent development teams follow a rigorous multi -step process to evaluate content for new policies and policy updates, reviewing thousands of pieces of legislation each year. Agencies that use our policy service have clear, effective policy manuals that reflect t1rie true values arid philosophy of their agency. Proven benefits of using the Lexipol system include reduced risk and cost associated with litigation, reduced time spent developing and maintaining policy, and an increased ability to focus resources on other agency priorities. We look forward to working with Mount Prospect IFire Department to realize these same benefits. SCOPE 011= SIBIRVICIES Below is a summary of the policy management solution outlined within this proposal: Polflicy IMairuuall Legally defensible, up-to-date policies are the foundation for consistent, safe publlic safety operations arid are key to lowering liability arid risk., Lexilpoll's corn pirehensive 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 custornized to reflect your agency's terminology and structure Daily Training Bulletins Even the best policy manual lacks effectiveness if it's riot backed by training. ILexipol's Daily Training Bulletins are designed to help your personnel learn and apply your agency's policy content through 2 --minute training exercises. 0 Scenario -based training ties policy to real-world applications L.exipol 12801 Network Blvd. Suite 700 Frisco, Tx 75034 1I 949.484.4444 1 www. lexi.poLoom • Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the policy • Each IDaily Training Bulletin concludes with a question that confirms the user understood the training objective • Daily Training Bulletins can be completed via computers or iOS and Android mobile devices 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 Lip to date. 0 Updates delivered to you through ILexipol's web -based content delivery platform 0 Changes presented in mark-up form and side-by-side comparison against existing policy 0 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 and mobile app provide secure storage and easy access to all your policy and training content. 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. 0 Track and report when your personnel have acknowledged policies and policy updates 0 Produce reports showing completion of Daily Training Bulletins 0 Sort reports by officer, topic and other Subgroups (e.g., shift, assignment) 0 Reduce the time Your supervisors spend verifying policy acknowledgement and training completion IROMMUMNINEW Accreditation provides many benefits and is increasingly becoming the gold standard for excellence in public safety. Lexipol supports your agency's accreditation project with intuitive, easy-to-use tools. Ability to integrate accreditation standards into your agency's policies Tracking and reporting tools facilitate audits and assessments Supplemental Manual(s) Lexipol's Supplemental Publication Service streamlines the storage of your agency's content, giving you one place to access procedures, guidelines, checklists and more. 0 Electronically links department -specific procedural content to your policy manual 0 Provides electronic issuance and tracking for your agency's procedural content 0 Allows you to create IDaily Training Bulletins against your procedural content 0 Designed for standard operating guidelines, procedures, general orders or field guides 1111ohicy IMainuall Legally defensible, up-to-date policies are the foundation for consistent, safe publlic safety operations and are key to lowering liability and risk. Lexilpoll's comprehensive policy manual covers all aspects of your agency's operations. 0 More than 155 policies researched and written by public safety attorneys and subject matter experts 0 Policies based on State and federal laws and regulations as well as nationwide best practices 0 Content customized to reflect your agency's terrriinology and structure Daily Training Bulletins Even the best policy manual lacks effectiveness if it's riot backed by training. ILexipol's Daily Training Bulletins are, designed to help your personnel learn and apply your agency's policy content through 2­rninute training exercises. Scenario -based training ties policy to reat-world applications Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the policy L.exipol 12801 Network Blvd. Suite 700 Frisco, Tx 75034 1I 949.484.4444 1 www. lexi.pol. com • Each IDaily Training Bulletin conClUdes with a question that confirms the user understood the training objective, • Daily Training Bulletins can be completed via computers or iOS and Android mobile devices 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 Lip to date. Updates delivered to you through ILexipol's web -based content delivery platform Changes presented in mark-up form and side-by-side comparison against existing policy Your agency can accept, reject or customize each Update \Aleb.-IBased Delivery Platform and Mobile App (Knowledge Management System) Lexipol's online content delivery platform and mobile app provide secure storage and easy access to all your policy and training content. 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 arid 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 officer, topic and other subgroups (e.g., shift, assignment) Reduce the time Your supervisors spend verifying policy acknowledgement and [raining completion Accreditation Tools Accreditation provides many benefits and is increasingly becoming the gold standard for excellence in public safety. Lexipol supports your agency's accreditation project with intuitive, easy-to-use tools. Ability to integrate accreditation standards into your agency's policies Tracking and reporting tools facilitate audits and assessments SuIpIpIleirneintall IManuall(s) Lexipoll's Supplemental Publication Service streamlines the storage of your agency's content, giving you one place to access procedures, guidelines, checklists and more. Electronically links department -specific procedural content to your policy manual Provides electronic issuance and tracking for your agency's procedural content Allows you to create IDaily Training Bulletins against your procedural content Designed for standard operating guidelines, procedures, general orders or field guides Support+ Package Lexipoll's Support, i- Package provides a discounted, easy -to -buy, customizable solution for agencies looking for one-on-one assistance with a member of our Professional Services staff experienced in policy implementation and project management. Packages are offered in 50 -hour increments with a flexible scope of work, and are offered at a 71YO discount off LeApoll's standard hourly rate for professional services. CoinnIpireheinsiive IPolliicy Ciross.-IlRefeireince Making the transition to Lexipol starts with understanding how your agency's current policy content compares with our master policy content. Our Comprehensive Policy Cross.- Re ference service provides a logical method to distinguishing behAfeen the two. Analysis of your existing policies and procedures to identify content similar f.o Lexipol's state specific master content, as well as content unique to your jurisdiction and not covered within the LeApol manual Your existing policies returned with annotations and tips to integrate into the Lexipol master content L.exipol 12801 Network Blvd. Suite 700 Frisco, Tx 75034 1I 949.484.4444 1 www. lexi.poIsom 1111 R i Si Information provided on where to find content similar to your policies in the LeApol master manual, providing your project manager the ability to quickly compare the Lexipol version against your related current policy language One-on-one review with your agency to discuss the cross-reference report Agency -Specific Content IExtirac-flion Integrating your agency's Ilegacy policy and procedural content into Lexipoll's wele-based delivery platform gives you a single place to access your content and makes connecting related content easier. With Lexipoll's Content Extraction service, we do the heavy Ili fting for YOU. Data entry and formatting of existing policies, procedures or other agency. -identified content into ILexipol's Knowledge Management System Hyperlinking of related policies and procedures or other content for an enhanced end-user experience SIPIECIIAILTIERIMS Based on 72 IFT career firefighters F 15 POC/Civilian Up to TOO pages in current policy / procedure manual (Comp X -Ref) 5% Annual IIAFC Member Discount 1:11110JECT SUIMIMAIIRY Annual Fire Policy Manual & Daily Training Bulletins w/ Supplemental Manual(s) Fire Comprehensive Policy Cross -Reference Fire Agency -Specific Content Extraction Fire Support+ Package (50 Hours) 0 9,286 8,822 11,900 0 11,900 2,195 0 2,195 6,950 0 6,950 Year 1 Sulbsciriilptiion $9,286 Clyne 'T Fees $21,045 Sulb.-Totall $30,331 Diiscount ($464) 'Totall Anniount IDue $29,866 Lexipol 12801 Netw(,.)rk Blvd. Suite 500 Frisco, Tx 75034 ll 949.484.4444 1 www.lexipo/.com Lexipoi PREDICTABLE IS PREVENTABLE'' AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Agency's Name: Mount Prospect Fire Department Agency's Address: 701 US Highway 60 East Mount Prospect, Illinois 65738 Attention: Chief Brian Lambel l DC John Dolan Lexipol's Address: 16755 Von Karman Avenue, Suite 250 Irvine CA 92606-4918 Attention: Karen James Effective Date: (to be completed by Lexipol upon receipt of signed Agreement) The Agreement for Use of Subscription Material is between Lexipol, LLC, a Delaware limited liability company ("Lexipof'), and the Agency identified above. The Agreement consists of (a) this cover sheet; (b) Exhibit A (Subscriptions Being Purchased and Subscription Fees) attached to this cover sheet (consisting of 1 page), and (c) Exhibit B (General Terms and Conditions) attached to this cover sheet (consisting of 5 pages). Capitalized terms that are used in Exhibit A and not defined therein shall have the respective meanings given to them in Exhibit B. AGENCY Signature: Print Name.- Title: ame:Title: Date Signed: Copyright 2016 @ Lexipol, LLC 1995-2016 LEXI POL, LLC Signature: Print Name: Ilan Holland Title: Chief Financial nffic r Date Signed: Rev 1211116 1 lexipol EXHIBIT A SUBSCRIPTIONS BEING PURCHASED AND SUBSCRIPTION FEES Agency is purchasing the following: Pricing is based on: [R] Fire — Number of Authorized Staff: 72 FT Career + 15 PPOC Civilian Lexipol Annual SubscriptionTerm Price Annual Subscription: Fire Policy Manual & Daily Training Bulletins Annual $9,286 w/ Supplemental Publication Service 5% Annual IAFC Member Discount Annual '$464) Annual Recurring Subscription X8,822 Subscription Total Due - Year 1 $83822 Implementation • •Price Implementation Support: Comprehensive Cross Reference (Based on up to 700 pages in current manual) Includes everything in Standard Cross -Reference PLUS One-time fee $11,900 information provided on where to find content similar to your agency policies in Lexipol master content. Content Extraction Data entry and formatting of existing policies, procedures or other agency -identified unique content into Lexipol's One-time fee $2,195 Knowledge Management System. Hyperlinking of related policies and procedures. 100% Discount Content Extraction - if Agency starts with Discount$2 195 ( } i I on or before December 8 2017 Lexipol 50 hours - Support+ Package 50 -hours prepaid (7% discount) bucket of hours with flexible One-time $6,950 scope of work. Implementation Total Due $189850 Start by 121812017 to be eligible for Content Extraction Discount ($2,195 savings). Start as early as 1211!2017 - no additional charge for December ($735 savings). December 1, 2017 Invoice — Payment due net thirty (30) days (and up to 60 days for initial start-up). Subscription renewal - January 2019. Copyright 2016 © Lexipol, LLC 1995-2016 Rev 1211116 Lexipol EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section: 1.1 Ag en cy's Account. "Agency's Account' means the account by which Agency accesses the Subscription Materials. 1.2 Agreement. "Agreement' means (a) the cover sheet to which these General Terms and Conditions are attached, (b) Exhibit A (Subscriptions Being Purchased and Subscription Fees) attached to that cover sheet, and (c) these General Terms and Conditions. 1.3 Initial Term/Contract Year. "Initial Term -"means the twelve-month period commencing on the Effective Date and "Contract Year'' means each twelve-month period commencing on each anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. 1.4 Derivative Work. "Derivative Work' means a work that is based on the Subscription Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Material or any portion thereof may be recast, transformed, or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Material. Further, "Derivative Work" includes any work considered a "derivative work" under United States copyright law. 1.5 Effective Date. "Effective Date" means the date specified on the cover sheet to which these General Terms and Conditions are attached. 1.5 Su bscEiptian Materials. "Subscription Materials31means the policy manuals, supplemental policy publications, daily training bulletins and other materials provided by Lexipol to Agency from time to time during the term of this Agreement under the subscriptions purchased by Agency as specified in Exhibit A. 2. Term and Termination, 2.1 Term. This Agreement is effective upon the execution and delivery of this Agreement by both Lexipol and Agency, and shall continue in effect until the expiration of the Initial Term; provided, however, that the term of this Agreement will automatically be extended for successive one-year periods thereafter (each a Contract Year), unless either party gives written notice to the other party to the contrary not less than thirty (30) days prior to the expiration of the Initial Term or the then current Contract Year, as the case may be. Notwithstanding the foregoing, however, this Agreement will be subject to termination as provided in Section 2.2 below. 2.2 Termination. This 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 this 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 reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. 2.3 Effect of Expiration or Term ination . Upon the expiration or termination of this Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit Copyright 2016 @ Lexipol, LLC 1995-2016 Rev 12/1/16 Lex1pol A shall automatically terminate. The 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. The right to terminate this Agreement pursuant to Section 2.2 above shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the terminating party shall be entitled at law or in equity. The provisions of Sections 1 (Definitions), 4 (Copyright; Derivative Works; Lexipol's Ownership), 5 (Right to Use; Limitations on Use of Subscription Material and Derivative Works), 7 (Privacy Policy), 8 (Policy Adoption), 9 (Disclaimer of Liability), 10 (Limitation of Liability), 13 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this Agreement for any reason whatsoever. 3. Subs tion Fees c. 3.1 Subscri tion FeeflnvoicinE. Lexipol will invoice Agency at the commencement of the Subscription Service (initial Term) and thirty (30) days prior to the date for each Contract Year (refer to 2.1 above). Agency will pay to Lexipol the subscription fee specified on Exhibit A within thirty (30) days following Agency's receipt of the invoice for such subscription and renewal fees. All invoices will be sent to Agency at the address for Agency specified on the cover sheet to which these General Terms and Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the cover sheet to which these General Terms and Conditions are attached. Lexipol reserves the right to increase pricing for subsequent Contract Years. 3.2 Takes; Past Due Amounts. All amounts required to be paid under this Agreement, unless otherwise stated on Exhibit A, are exclusive of all taxes and similar fees now in force or enacted in the future imposed on the subscriptions purchased by Agency under this Agreement and/or delivery by Lexipol to Agency of Subscription Material, all of which Agency will be responsible for and will pay in full, except for taxes based on Lexipol's net income. In the event any amount owed by Agency is not paid when due, and such failure is not cured within ten (10) days after written notice thereof from Lexipol, then in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of (a) one percent (1%) per month, or (b) the highest rate permitted by applicable law. 4.Copyright; Derivative ''works; Lexipol' Ownership. Agency acknowledges and agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants Agency the right to prepare Derivative Works, except as limited by the terms of this agreement; provided, however, that Agency acknowledges and agrees that Lexipol will be the sole owner of all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto, and Agency hereby assigns and transfers to Lexipol all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove from any copies of the Subscription Material provided by Lexipol to Agency any copyright notice or other proprietary notice of Lexipol appearing thereon, and shall include such copyright and other notices at the appropriate place on each copy of the Subscription Material and each copy of any Derivative Work made by or for Agency, in any form. 5. Right to Use+ Limitations on Use of Subscription Material and Derivative Works. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a perpetual, personal, fully paid-up, right to use, except as limited by the terms of this agreement the Subscription Material and any Derivative Works prepared by or for Agency, solely for the Agency's internal purposes. Agency will not use, copy, republish, lend, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means or medium, electronic or mechanical, or by any information storage and retrieval system, any Subscription Material or any Derivative Work prepared by or for Agency other than as expressly authorized by the immediately preceding sentence. Without limiting Copyright 2016 0 Lexipol, LLC 1995-2016 Rev 1211116 the generality of the foregoing, Agency will not import, upload, or otherwise make available any Subscription Material or any Derivative Work prepared by or for Agency into or onto any third party knowledge, document, or other content management system or service without Lexipol's prior written consent. The foregoing does not, however, prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by or for Agency pursuant to an order from a court or other governmental agency or other legal process, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, nor does it prohibit or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible website for official Agency purposes, so long as Agency includes the appropriate copyright and other proprietary notices on such final policy document as required by Section 4 above. 6. Account Security. Agency is solely responsible for maintaining the confidentiality of Agency's user name(s) and password(s) and the security of Agency's Account. Agency will not permit access to Agency's Account, or use of Agency's user name(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol in writing if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency's Account or Agency's user name(s) and/or password(s). 7. Privacy Policy. Lexipol will hold all information Agency provides in confidence unless required to provide information in accordance with an order from a court or other governmental agency 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 information provided by Agency. Lexipol's system also uses Secure Socket Layer (SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts information as it travels between the Agency and Lexipol. However, Agency acknowledges and agrees that Internet data transmission is not always 100% secure and Lexipol does not warrant or guaranty that information Agency transmits utilizing the Lexipol system or online platform is 100% secure. Agency acknowledges that Lexipol may provide view -only access and summary information (including but not limited to, status of number of policies developed or in development, percentage of staff reviews of developed policies, and percentage of DTRs taken) to the Agency's affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association, if they are actively funding their member Agencies' Subscription Fees. 8. !Policy Adoption. Agency hereby acknowledges and agrees that any and all policies and Daily Training Bulletins (DTBs) included in the Subscription Material provided by Lexipol have been individually reviewed, customized and adopted by Agency for use by Agency. Agency further acknowledges and agrees that neither Lexipol nor any of its agents, employees or representatives shall be considered "policy makers" in any legal or other sense and that the chief executive of Agency will, for all purposes, be considered the "policy maker" with regard to each and every such policy and DTB. 9. Discla-Imer of Liabifi!y. In developing the Subscription Materials, Lexipol has made a good faith effort to comply with all applicable statutes, case law and industry standards in effect at the time such Subscription Materials are provided to Agency. While Lexipol has made such a good faith effort, Agency acknowledges and agrees that Lexipol its officers, agents, managers, and employees will have no liability to Agency or any other person or entity arising from or related to the Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the Subscription Materials. 10. Limitation of Liability. Lexipol's cumulative liability to Agency and any other person or entity for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the use of any Subscription Materials shall not exceed the subscription fees actually paid to Lexipol for the use of the Subscription Materials under this Agreement during the twelve-month period immediately prior to the assertion of such claim, demand or action. In no event shall Lexipol be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Lexipol has Copyright 2016 0 Lexipol, LLC 1995-2016 Rev 1211116 been advised of the possibility of such damages. The limitations set forth in this Section shall apply whether Agency's claim is based on breach of contract, tort, strict liability, product liability or any other theory or cause of action. 11. for Transferabilit r. The subscriptions and rights to use the Subscription Material granted by this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to any other person or entity. 12. Confide . From time to time during the term of this Agreement, a party may be required to disclose information to the other party that is marked "confidential" or the like, or that is of such a type that the confidentiality thereof is reasonably apparent ("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 business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential and to use it only as permitted by this 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 received by it to any third party (except as otherwise provided for herein). Notwithstanding the foregoing, however, a party may disclose Confidential Information of the other party pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or 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 Representatives. Miscellaneous. 13.1 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 13.2 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and understandings with respect to the subject matter hereof, including without limitation any and all agreements and understandings pertaining to the use of the Subscription Materials by Agency. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically agreed to in writing by it. 13.3 Headings. The captions and other headings contained in this Agreement are for convenience only and shall not be considered a part of or affect the construction and interpretation of any provision of this Agreement. 13.4 Counterparts. This 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. 13.5 Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. Copyright 2016 O Lexipol, LLC 1995-2016 Rev 1211!16 Lexipel 13.6 Attorneys' Fees. If any action is brought by either party to this 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. 13.7 General Int rprtati n. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This 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. No rule of strict construction will be applied against any person or entity. 13.8 Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given by personal delivery, by certified mail, postage prepaid, or by recognized overnight delivery service to the appropriate party at the address of such party stated on the cover sheet to which these General Terms and Conditions are attached, or such other address as such party may indicate by a notice delivered to the other party in accordance with the terms of this Section. Alternatively, electronic mail or facsimile notice is acceptable when acknowledged by the receiving party. 13.9 Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and 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 this Agreement to be invalid or unenforceable, then 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. 13.10 Waiver. Lexipol'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. End of General Terms and Conditions Copyright 2016 0 Lexipol, LLC 1995-2016 Rev 12/1/16 12/8/2017 BoardDocs® Pro 1. Approve the motion to enter into an agreement with Lexipol for the annual subscription service and implementation support for the amount not to accede $27,672.00. 2. Action at discretion of Village Board. Staff Recommendation Staff recommends that the Village approve the motion to enter into an agreement with Lexipol. Lexipol Agreement.pdf (529 KB) Mount Prospect FD -IL Lexipol Proposal 8-4-2017.pdf (105 KB) https://www.boarddocs.com/il/vomp/Board.nsf/Public# 2/2