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Home My WebLink About2021-4001Agency's Name: Agency's Address: Attention: Lexipol's Address: Prepared By: Program Start Date: 11 trLEXIPOL AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Columbia Heights Police Department 825 41st Ave NE Columbia Heights, Minnesota 55421 Captain Matt Markham 2611 Internet Boulevard, Suite 100 Frisco, Texas 75034 Karen James (to be completed by Lexipol upon receipt of signed Agreement) This Subscription Agreement (the "Agreement") is entered into by and between Lexipol, LLC, a Delaware limited liability company ("Lexipol"), and the Agency identified above. This Agreement consists of: (a) this Cover Sheet; (b) Exhibit A (Subscriptions Being Purchased and Subscription Fees); (c) Exhibit B (Terms and Conditions Specific to this Agreement); and (d) Lexi pol's General Terms and Conditions, available at: https://www.lexipol.com/terms-and-conditions/. In the event of any inconsistency or conflict between Lexipol's General Terms and Conditions and those contained in Exhibit B, the terms and conditions contained in Exhibit B shall control. Each person 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. Columbia Heights Police Department Signature: Print Name: Title: Date Signed: Contract # 2021-4001 Exhibit A SUBSCRIPTIONS BEING PURCHASED AND SUBSCRIPTION FEES Agency is purchasing the following: Year 1 Subscription + Implementation QTY DESCRIP TION 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins w/ Supplemental Publication Service w/ Procedures (7 2 Months) Subscription Line Items Total 1 Law Enforcement Standard Policy Cross-Reference 1 Law Enforcement Agency-Specific Content Extraction 1 Law Enforcement Tier I Implementation 1 Law Enforcement Tier II Implementation 1 Law Enforcement Tier Ill Implementation 1 Law Enforcement Tier IV Implementation 1 Law Enforcement Tier V Implementation One-Time Line Items Total UNIT PRICE USO 14,242.00 USO 2,155.00 USO 2,195.00 USO 6,646.00 USO 3,660.00 USO 3,342.00 USO 4,375.00 USO 2,896.00 Year 1 Subscription+ Implementation TOTAL: Year 2 -Subscription QTY DESCRIP TION UNIT PRICE 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins w/ USO 14,242.00 Supplemental Publication Service w/ Procedures (12 Months) Subscription Line Items Total Year 2 -Subscription TOTAL: Year 3 -Subscription QTY DESCRIP TION UNIT PRICE 1 Annual Law Enforcement Policy Manual & Daily Training Bulletins w/ USO 14,242.00 Supplemental Publication Service w/ Procedures (12 Months) Subscription Line Items Total Year 3 -Subscription TOTAL: EXTENDED USO 14,242.00 USD 14,242.00 USO 2,155.00 USO 2,195.00 USO 6,646.00 USO 3,660.00 USO 3,342.00 USO 4,375.00 USO 2,896.00 USD 25,269.00 USO 39,511.00 USO 39,571.00 EXTENDED USO 14,242.00 USD 14,242.00 USD 14,242.00 USO 14,242.00 EXTENDED USD 14,242.00 USD 14,242.00 USO 14,242.00 USO 14,242.00 *Law Enforcement pricing is based on 29 Law Enforcement Sworn Officers. Cross Reference Professional Services pricing is based on 200 pages. I 'I *The above subscription services, and when applicable, implementation services, shall be invoiced by Lexi pol upon the execution of this Agreement. Notes Cross Ref based on 200 pp of current content + city employee handbook. Discount Notes 3-Year Advance Payment Discount -No rate increase until 2025 renewal if agency starts no later than July 1, 2021 with 3- year advance payment (initial invoice in July, payment due end of July 2021). Year 1 Total: $39,511 Year 2 Total: $14,242 Year 3 Total: $14,242 GRAND TOTAL 3-YEAR ADVANCE: $67,995. Copy 'Jh )02 'C, l PX' ,01 RPI/ 12121,::rn-;rn Exhibit B Terms and Conditions Specific to this Agreement The following terms and conditions apply to all Subscription Services purchased by Agency. Capitalized terms used but not defined herein shall have the meaning set forth in Lexipol's General Terms and Conditions, available at: https://www.lexipol.com/terms-and-conditions/. In the event of any inconsistency or conflict between Lexipol's General Terms and Conditions and those contained herein, the Terms and Conditions contained in this Exhibit B shall control. 1.Term. This Agreement becomes effective and enforceable upon signature by Agency's authorized representative, with a Program Start Date as specified on the cover sheet of this Agreement. This Agreement shall remain in effect for a minimum one (1) year period commencing on the Program Start Date unless a different time period is specified on Exhibit A (the "Initial Term"): provided, however, that the Term will be automatically extended for successive one-year periods thereafter (each a "Renewal Term") unless one party provides written notice of non-renewal to the other party at least thirty (30) days prior to expiration of the Initial Term or the then-current Renewal Term, as the case may be. The Initial Term and all subsequent Renewal Terms shall collectively comprise the "Term" of this Agreement. Notwithstanding the foregoing, this Agreement remains subject to termination as provided in Lexipol's General Terms and Conditions, available at: https://www.lexipol.com/terms-and-conditions/. 2.Subscription Fee/Invoicing. Lexipol will invoice Agency for purchased Subscription Services at the commencement of the Initial Term and thirty (30) days prior to the beginning of each Renewal Term. Agency will pay the invoiced amount to Lexipol within thirty (30) days of the invoice date. All invoices will be sent to Agency at the address for Agency specified on the first page of this Agreement to which these Terms and Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the invoice. Lexipol reserves the right to increase pricing for each Renewal Term. 3.Ownership of Materials; Derivative Works; Right to Use. 3.1 Policy Subscriptions and Materials. This Section applies when Agency has subscribed to or otherwise receives access to Lexipol's Subscription Materials, as defined below. Generally. Agency acknowledges and agrees that all policy-based Subscription Services, including but not limited to all policy manuals, supplemental policy publications, daily training bulletins, and all other materials provided by Lexipol to Agency from time to time during the term of this Agreement (such materials collectively, the "Subscription Materials") are proprietary products of Lexipol, protected under U.S. copyright, trademark, patent, and other applicable law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms, conditions and limitations in this Agreement, Lexipol hereby grants Agency the right to prepare derivative works of the Subscription Materials (each, a "Derivative Work," as defined in Section 1 of the General Terms and Conditions); 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, 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, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove any copyright notice or other proprietary notice of Lexipol appearing on Subscription Materials or Derivative Works and shall include such notices at the appropriate place on each copy thereof. ii Right to Use: Limitations on Use. Subject to the terms, conditions, and limitations in this Agreement, Lexipol hereby grants to Agency a perpetual, personal, fully paid-up, right to use the Subscription Materials and any Derivative Works in each case, solely for the Agency's internal purposes. Agency shall not use, copy, republish, lend, distribute, post on servers, transmit, redistribute, or display, in whole or in part, by any means or medium, whether electronic or mechanical, or by any information storage and retrieval system, any Subscription Materials or any Derivative Work other than as expressly authorized by the immediately preceding sentence. Without limiting the generality of the foregoing, Agency will not import, upload, or otherwise make available any Subscription Materials or any Derivative Work into or onto any third party, document, knowledge, or other content management system or service without Lexipol's prior written consent. The foregoing does not prohibit Agency from providing Subscription Materials or Derivative Works pursuant to an order from a court or other governmental agency or other legal process, Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, nor does it prohibit Agency from displaying the adopted/approved final policy document on a 1 of 3 Exhibit B 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 3.1 (i) above. iii Policy Adoption. Agency hereby acknowledges and agrees that all policies and Daily Training Bulletins (DTBs) included in the Subscription Materials provided by Lexipol have been individually reviewed, customized, and adopted by Agency for use by Agency in accordance with this Agreement. 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 OTB. 3.2 Learning Management System. This Section applies when Agency has subscribed to Lexipol's Learning Management System ("LMS"). The LMS is a proprietary product of Lexipol, protected under U.S. copyright, trademark, patent, and other applicable law. 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 this Agreement. All rights not expressly granted to Agency are reserved and retained by Lexipol and its licensors. As between Agency and Lexipol, (a) all Agency Data, defined as data owned by Agency prior to the Program Start Date of this Agreement or data not otherwise subject to the definition of "Derivative Work" in Lexipol's General Terms and Conditions, is Agency's property, and (b) Agency retains all rights, title, and interest in and to Agency Data, including all copies, modifications, extensions, and derivative works thereof. Lexipol retains no right or interest in any Agency Data and shall return or destroy Agency Data following termination of this Agreement. Agency's purchase of LMS Subscription Services is subject to Lexipol's General Terms and Conditions, this Exhibit B (including this Section 3.2) and the terms and conditions found at: https://www.lexipol.com/lms-master-service-agreement/. 3.3 Wellness Applications. This Section applies when Agency has subscribed to Lexipol's Wellness Applications, provided by Cordico®, including but not limited to CordicoShield, CordicoFire, and all other Cordico products and services (collectively, the "Wellness Services"). The Wellness Services are proprietary products of Lexipol, protected under U.S. copyright, trademark, patent, and other applicable law. Lexipol and its licensors retain all rights, title, and interest in and to the Wellness Services (including, without limitation, all intellectual property rights), including all copies, updates, modifications, and versions thereof. Agency's right to access and use the Wellness Services is limited to the rights expressly granted in this Agreement. All rights not expressly granted to Agency are reserved and retained by Lexipol and its licensors. As between Agency and Lexipol, (a) all Agency Data collected through the Wellness Services remains Agency's property, and (b) Agency retains all rights, title, and interest in and to Agency Data, including all copies, modifications, extensions, and derivative works thereof. Lexipol retains no right or interest in any Agency Data and shall return or destroy Agency Data following termination of this Agreement. In addition, upon termination of this Agreement for any reason, Agency shall lose access to all Wellness Services. Agency's purchase of Wellness Services is subject to Lexi pol's General Terms and Conditions, this Exhibit B (including this Section 3.3) and the Terms of Use and Privacy Policy set forth within each Wellness Application. 3.4 Generally; Injunctive Relief. Except as expressly provided herein, nothing in this Agreement shall be construed as conferr ing any rights or license to Lexipol's trade secrets, intellectual property, Confidential Information, Subscription Materials, Wellness Services, or the software underlying such products and services, whether by estoppal, implication or otherwise. Agency may not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code contained in any software-based Subscription Services. Notwithstanding any other term or condition herein, Agency grants all rights and permissions in or relating to Agency Data as are necessary or useful to Lexipol to enforce this 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 3 may cause irreparable harm and shall entitle Lexipol to injunctive relief in addition to any other available remedy. 4.Warranty Disclaimer. ALL SUBSCRIPTION SERVICES AND SUBSCRIPTION MATERIALS ARE PROVIDED "AS IS" AND LEXIPOL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LEXI POL SPEC I Fl CALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. 5.Disclaimer of Liability. 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 Services or the 2 of 3 Exhibit B Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the Subscription Materials. 6.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, the Subscription Services, or the use of any Subscription Materials shall not exceed the subscription fees actually paid to Lexipol by Agency for the Purchased Subscription Services 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 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. 7.Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 8.Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby expressly supersedes all prior written and oral agreements and understandings with respect to the subject matter hereof. 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. 9.Additional Terms and Conditions. Except as set forth above, this Agreement remains subject to Lexipol's General Terms and Conditions, available at: https://www.lexipol.com/terms-and-conditions/. 3 of 3