2019/01/30 Lexipol, LLC PD custom policy management and training solutions CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
CITY OF MENIFEE POLICE DEPARTMENT: CUSTOMIZED POLICY
MANAGEMENT, UPDATE AND TRAINING SOLUTION
THIS PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and effective
this_J __day of fU 2019 ("Effective Date")by and between the CITY OF MENIFEE,
a California municipal corpor ion,("City")and Lexipol,a California Corporation("Consultant"),
City and Consultant may sometimes herein be referred to individually as a"Party"and collectively
as the "Parties."
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope of Services,attached hereto as Exhibit A and incorporated
herein by this reference (the "Services"). Consultant will perform subsequent task orders as
requested by the Contract Administrator (as defined below), in accordance with the Scope of
Services. In the event of a conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on January 30,
2019 and shall end on January 31,2020 unless the term of this Agreement is otherwise terminated
or extended as provided for in Section 8. The time provided to Consultant to complete the Services
required by this Agreement shall not affect City's right to terminate this Agreement, as provided
for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that
Consultant is a provider of first class work and services and Consultant is experienced in
performing the Services contemplated herein and, in light of such status and experience,
Consultant shall perform the Services required pursuant to this Agreement in the manner and
according to the standards observed by a competent practitioner of the profession in which
Consultant is engaged in the geographical area in which Consultant practices its profession and to
the sole satisfaction of the Contract Administrator.
1.3 Assignnment of Personnel. Consultant shall assign only competent
personnel to perform the Services pursuant to Agreement. In the event that City, in its sole
discretion, at any time during the term of this Agreement, desires the reassignment of any such
persons, Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations
hereunder.
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1.5 Authorization to Perform Services. Consultant is not authorized to perform
any of the Services or incur any costs whatsoever under the terms of this Agreement until receipt
of authorization from the Contract Administrator.
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed THIRTEEN THOUSAND
TWO HUNDRED SEVEN DOLLARS AND ZERO CENTS ($13,207.00)notwithstanding any
contrary indications that may be contained in Consultant's proposal, for the Services to be
performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement
shall prevail. City shall pay Consultant for the Services rendered pursuant to this Agreement at
the time and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as specifically
authorized in advance by City, Consultant shall not bill City for duplicate services performed by
more than one person.
2.1 Invoices. Consultant shall submit an invoice to City prior to the
commencement of services in an amount identical to that reflected on Exhibit A. The invoice shall
include the following information:
a. The beginning and ending dates of the billing period;
b. A copy/detail of the service provided, which shall be consistent with the
information provided on Page 5 of 5 of the proposal attached as Exhibit A.
C. The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City pay the invoice specified in Section 2.1. City shall
have thirty (30) days from the receipt of an invoice that complies with all of the requirements
above to pay Consultant.
2.3 Total Payment. City shall not pay any additional sum for any expense or
cost whatsoever incurred by Consultant in rendering the Services pursuant to this Agreement. City
shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the
maximum amount of compensation provided above either for a task or for the entirety of the
Services performed pursuant to this Agreement, unless this Agreement is modified in writing prior
to the submission of such an invoice.
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2.4 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all
facilities and equipment necessary to perform the services required by this Agreement. City shall
make available to Consultant only physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Consultant's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and time
of furnishing those facilities shall be in the sole discretion of City. In no event shall City be
required to furnish any facility that may involve incurring any direct expense, including but not
limited to computer, long-distance telephone or other communication charges, vehicles, and
reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and expense,
shall procure the types and amounts of insurance checked below and provide Certificates of
Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the
requirements of this section and which is satisfactory, in all respects, to City. Consultant shall
maintain the insurance policies required by this section throughout the term of this Agreement.
The cost of such insurance shall be included in Consultant's compensation. Consultant shall not
allow any subcontractor, consultant or other agent to commence work on any subcontract until
Consultant has obtained all insurance required herein for the subcontractor(s) and provided
evidence thereof to City. Verification of the required insurance shall be submitted and made part
of this Agreement prior to execution. Consultant acknowledges the insurance policy must cover
inter-insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant pursuant to the provisions of the
California Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability
Insurance shall be provided with limits of not less than ONE MILLION
DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00) disease
per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy. In the
alternative, Consultant may rely on a self-insurance program to meet those requirements, but only
if the program of self-insurance complies fully with the provisions of the California Labor Code.
Determination of whether a self-insurance program meets the standards of the California Labor
Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is
provided, or Consultant, if a program of self-insurance is provided, shall waive all rights of
subrogation against City and its officers, officials, employees, and authorized volunteers for loss
arising from the Services performed under this Agreement.
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4.2 Commercial General and Automobile Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain commercial general and automobile liability insurance for the term of this Agreement in
an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement,TWO
MILLION DOLLARS ($2,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. If a Commercial General
Liability Insurance or an Automobile Liability Insurance form or other form with a general
aggregate limit is used, either the general aggregate limit shall apply separately to the Services to
be performed under this Agreement or the general aggregate limit shall be at least twice the
required occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting therefrom, and
damage to property resulting from the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles.
b. Minimum scope of covers e. Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001.
Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability
form CA 0001 Code 2, 8, and 9. No endorsement shall be attached limiting the coverage.
C. Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and
not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the
policy shall not affect coverage provided to City and its officers,employees, agents,
and volunteers.
4.3 Professional Liability Insurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for licensed
professionals performing the Services pursuant to this Agreement in an amount not less than ONE
MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions.
Any deductible or self-insured retention shall be shown on the Certificate. If the deductible or
self-insured retention exceeds TWENTY-FIVE THOUSAND DOLLARS ($25,000), it must be
approved by City.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made farm:
a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
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b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after the expiration or termination of this
Agreement or completion of the Services, so long as commercially available at
reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced with
another claims-made policy form with a retroactive date that precedes the Effective
Date of this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after the expiration or tennination of this Agreement
or the completion of the Services. Such continuation coverage may be provided by
one of the following: (1) renewal of the existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions of the policy, if Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to
City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
a. Acceptability of insurers. All insurance required by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
b. Verification of coverage. Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified copies of all
policies, including complete certified copies of all endorsements. All copies of policies and
certified endorsements shall show the signature of a person authorized by that insurer to bind
coverage on its behalf. The Certificate of Insurance must include the following reference: CITY
OF MENIFEE POLICE DEPARTMENT: CUSTOMIZED POLICY MANAGEMENT
UPDATE AND TRAINING SOLUTION. The name and address for Additional Insured
endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee,
29714 Haun Road, Menifee, CA 92586. City must be endorsed as an additional insured for
liability arising out of ongoing and completed operations by or on behalf of Consultant.
C. Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten (10) working days if: (1) any of the required insurance
policies is terminated;(2) the limits of any of the required polices are reduced; or(3) the deductible
or self insured retention is increased.
d. Additional insured; primary insurance. City and its officers, employees,
agents, and authorized volunteers shall be covered as additional insureds with respect to each of
the following: liability arising out of the Services performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed operations of
Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles
owned, leased, or used by Consultant in the course of providing the Services pursuant to this
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Agreement. The coverage shall contain no special limitations on the scope of protection afforded
to City or its officers, employees,agents,or authorized volunteers. The insurance provided to City
as an additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall continue
for one (1) year after the expiration or termination of this Agreement or completion of the Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its officers, officials, employees, and volunteers, and
that no insurance or self-insurance maintained by City shall be called upon to contribute to a loss
under the coverage.
e. Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any of the
Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or self-
insured retentions with respect to City, its officers, employees, agents, and volunteers. The
Contract Administrator may condition approval of an increase in deductible or self-insured
retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
£ Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, limits, and forms of such insurance are either not commercially available, or that
City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have
if Consultant fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, City may, at its sole option, exercise any of the
following remedies, which are alternatives to other remedies City may have and are not the
exclusive remedy for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and withhold any
payment, until Consultant demonstrates compliance with the requirements hereof, and/or
C. Terminate this Agreement.
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SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent permitted by
law,Consultant shall indemnify,protect,defend(with counsel selected by City), and hold harmless
City and any and all of its officers, employees, officials, volunteers, and agents from and against
any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action
(whether in tort, contract, under statute, at law, in equity, or otherwise) charges, awards,
assessments, fines, or penalties of any kind (including reasonable consultant and expert fees and
expenses of investigation, costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment (collectively,
"Claims")to the extent same are caused in whole or in part by any negligent or wrongful act, error,
or omission of Consultant, its officers, agents, employees, or subcontractors (or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of professional
services under this Agreement.
5.2 Limitation of Indemnification. The provisions of this Section 5 do not
apply to claims occurring as a result of City's sole or active negligence. The provisions of this
Section 5 shall not release City from liability arising from gross negligence or willful acts or
omissions of City or any and all of its officers, officials,employees, and agents acting in an official
capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of City. City shall
have the right to control Consultant only insofar as the results of the Services rendered pursuant to
this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise
City shall not have the right to control the means by which Consultant accomplishes the Services
rendered pursuant to this Agreement. The personnel performing the Services under this
Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Consultant shall not at any time or in any manner represent that it or any of its officers,
employees, or agents is in any manner officers, officials,employees, or agents of City. Consultant
shall not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this Agreement,
City shall not pay salaries,wages,or other compensation to Consultant for performing the Services
hereunder for City. City shall not be liable for compensation or indemnification to Consultant for
injury or sickness arising out of performing the Services hereunder. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any
of its employees, agents, and subcontractors providing services under this Agreement shall not
qualify for or become entitled to any compensation, benefit, or any incident of employment by
City, including but not limited to eligibility to enroll in the California Public Employees
Retirement System ("PERS") as an employee of City and entitlement to any contribution to be
paid by City for employer contributions and/or employee contributions for PERS benefits.
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SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall
comply with all applicable local, state, and federal laws and regulations applicable to the
performance of the work hereunder. Consultant shall not hire or employ any person to perform
work within City or allow any person to perform the Services required under this Agreement unless
such person is properly documented and legally entitled to be employed within the United States.
Any and all work subject to prevailing wages,as determined by the Director of Industrial Relations
of the State of California, will be the minimum paid to all laborers, including Consultant's
employee and subcontractors. It is understood that it is the responsibility of Consultant to
determine the correct scale. The State Prevailing Wage Rates may be obtained from the California
Department of Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections
465, 466, and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with
such requirement shall be maintained in a safe and secure location at all times,and readily available
at City's request. Consultant shall indemnify, defend, and hold City and its elected and appointed
boards, members, officials, officers, agents, representatives, employees, and volunteers harmless
from and against any liability, Ioss, damage, cost or expenses (including but not limited to
reasonable attorneys' fees, expert witness fees, court costs, and costs incurred related to any
inquiries or proceedings) arising from or related to (i) the noncompliance by Consultant or any
party performing the Services of any applicable local, state, and/or federal law, including, without
limitation, any applicable federal and/or state labor laws (including, without limitation, the
requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section
1781 of the Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any required
disclosure or identification as required by Labor Code Section 1781, as the same may be amended
from time to time, or any other similar law. It is agreed by the Parties that, in connection with
performance of the Services, including, without limitation, any and all public works (as defined
by applicable law), Consultant shall bear all risks of payment or non-payment of prevailing wages
under California law and/or the implementation of Labor Code Section 1781, as the same may be
amended from time to time, and/or any other similar law. Consultant acknowledges and agrees
that it shall be independently responsible for reviewing the applicable laws and regulations and
effectuating compliance with such laws. Consultant shall require the same of all subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature that are legally required to practice their
respective professions. Consultant represents and warrants to City that Consultant and its
employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all
times during the term of this Agreement any licenses, permits, and approvals that are legally
required to practice their respective professions. In addition to the foregoing, Consultant and any
subcontractors shall obtain and maintain during the term of this Agreement valid Business
Licenses from City.
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SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause
upon written notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon
30 days' written notice to City.
8.3 Consequences of Termination. In the event of termination, Consultant shall
be entitled to compensation for the Services performed up to the date of termination; City,
however, may condition payment of such compensation upon Consultant delivering to City any or
all documents, photographs, computer software, video and audio tapes, and other materials
provided to Consultant or prepared by or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall
require a written amendment to this Agreement, as provided for herein. Consultant understands
and agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this Agreement.
Similarly, unless authorized by the Contract Administrator, City shall have no obligation to
reimburse Consultant for any otherwise reimbursable expenses incurred during the extension
period.
8.5 Amendments. The Parties may amend this Agreement only by a writing
signed by all the Parties.
8.6 Assiament and Subcontracting. City and Consultant recognize and agree
that this Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized personal
knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and
is the professional reputation and competence of Consultant. Consultant may not assign this
Agreement or any interest therein without the prior written approval of the Contract Administrator.
Consultant shall not subcontract any portion of the performance contemplated and provided for
herein, other than to the subcontractors noted in Consultant's proposal, without prior written
approval of the Contract Administrator. In the event that key personnel leave Consultant's employ,
Consultant shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of
this Agreement and all provisions of this Agreement allocating liability between City and
Consultant shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant materially breaches any
of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of
the following:
a. Immediately terminate this Agreement;
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b. Retain the plans, specifications, drawings, reports, design documents, and
any other work product prepared by Consultant pursuant to this Agreement;
C. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the Services
described in Exhibit A that is unfinished at the time of breach and the amount that City
would have paid Consultant pursuant to Section 2 if Consultant had completed the
Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. City acknowledges
and agrees that the policy manuals, supplemental policy publications, daily training bulletins and
other materials provided by Consultant to City from time to time during the term of this Agreement
under the subscriptions purchased by City as specified in Exhibit A ("Subscription Material") is a
proprietary product of Consultant, protected under U.S. copyright law, and that Consultant
reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions
contained in this Agreement, Consultant hereby grants City the right to prepare Derivative Works
(defined below), except as limited by the terms of this Agreement; provided, however, that City
acknowledges and agrees that Consultant will be the sole owner of all right, title and interest in
and to all Derivative Works prepared by or for City, including all copyrights and other intellectual
property and proprietary rights therein or pertaining thereto, and City hereby assigns and transfers
to Consultant all right, title and interest in and to all Derivative Works prepared by or for City ,
including all copyrights and other intellectual property and proprietary rights therein or pertaining
thereto. City will not remove from any copies of the Subscription Material provided by Consultant
to City any copyright notice or other proprietary notice of Consultant 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 City, in any form. For purposes
of this Section 9, "Derivative Work"means 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.
9.2 Right to Use; Limitations on Use of Subscription Material and Derivative
Works. Subject to the terms and conditions contained in this Agreement, Consultant hereby grants
to City 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 City, solely for
the City's internal purposes. City 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 City other than as expressly authorized by the immediately
preceding sentence. Without limiting the generality of the foregoing, City will not import, upload,
or otherwise make available any Subscription Material or any Derivative Work prepared by or for
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City into or onto any third party knowledge, document, or other content management system or
service without Consultant's prior written consent. The foregoing does not, however, prohibit or
restrict City from providing Subscription Material or Derivative Works prepared by or for City
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 City from displaying the adopted/approved final policy document on a publicly accessible
website for official City purposes, so long as City includes the appropriate copyright and other
proprietary notices on such final policy document as required by Section 4 above.
9.3 Privacy Policy. Consultant will hold all information City 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. Consultant will use commercially reasonable efforts
to ensure the security of information provided by City. Consultant's system also uses Secure
Socket Layer (SSL) Protocol for browsers supported by Consultant application(s). SSL encrypts
information as it travels between the City and Consultant. However, City acknowledges and agrees
that Internet data transmission is not always 100% secure and Consultant does not warrant or
guaranty that information City transmits utilizing the Consultant or online platform is 100%
secure. City acknowledges that Consultant 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 DTBs taken) to
the City's affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring
Association, if they are actively funding their member agencies Subscription Fees.
9.4 Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for the Services or expenditures and disbursements charged to
City under this Agreement for a minimum of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records shall be
maintained in accordance with generally accepted accounting principles and shall be clearly
identified and readily accessible.
9.5 Inspection and Audit of Records. Any records or documents that
Section 9.3 of this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon oral or written
request of City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), this
Agreement shall be subject to the examination and audit of the State Auditor, at the request of City
or as part of any audit of City, for a period of three (3) years after final payment under this
Agreement.
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If either Party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provision of this Agreement,
the prevailing Party shall be entitled to reasonable attorneys' fees and expenses including costs, in
addition to any other relief to which that Party may be entitled; provided, however, that the
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attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for
legal services multiplied by the reasonable number of hours spent by the prevailing Party in the
conduct of the litigation. The court may set such fees in the same action or in a separate action
brought for that purpose.
10.2 Applicable Law, Venue. The internal laws of the State of California shall
govern the interpretation and enforcement of this Agreement. In the event that either Party brings
any action against the other under this Agreement, the Parties agree that trial of such action shall
be vested exclusively in Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the
remainder of this Agreement shall not be affected thereby and all other parts of this Agreement
shall nevertheless be in full force and effect.
10.4 Section Headings and Subheadings. The section headings and subheadings
contained in this Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other breach of that term or any
other term of this Agreement.
10.6 Successors and Assigns. The provisions of this Agreement shall inure to
the benefit of and shall apply to and bind the successors and assigns of the Parties.
10.7 Consultant Representative. All matters under this Agreement shall be
handled for Consultant by Rosemarie Curran ("Consultant's Representative"). The Consultant's
Representative shall have full authority to represent and act on behalf of Consultant for all purposes
under this Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences, and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
10.8 City Contract Administration. This Agreement shall be administered by a
City employee, Charles Berglund, Sr. Management Analyst ("Contract Administrator"). All
correspondence shall be directed to or through the Contract Administrator or his designee. The
Contract Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept direction
or orders from any person other than the Contract Administrator or his designee.
10.9 Notices. Any written notice to Consultant shall be sent to:
Lexipol
Attn: Rosemarie Curran
2801 Network Boulevard, Suite 500
Frisco, TX 75034
Any written notice to City shall be sent to the Contract Administrator at:
26711031858-0001
7630421.2 a12128118 -12-
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attn: Charles Berglund, Sr. Management Analyst
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.10 Professional Seal. Where applicable in the determination of the Contract
Administrator,the first page of a technical report, first page of design specifications, and each page
of construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled"Seal and
Signature of Registered Professional with report/design responsibility," as in the following
example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.11 Rights and Remedies. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same default
or any other default by the other Party.
10.12 Integration. This Agreement, including the scope of services attached
hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement
between City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral. The terms of this Agreement shall be construed in accordance with the
meaning of the language used and shall not be construed for or against either Party by reason of
the authorship of this Agreement or any other rule of construction which might otherwise apply.
10.13 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
10.14 Execution of Contract. The persons executing this Agreement on behalf of
each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing,
(11) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by
so executing this Agreement, such Party is formally bound to the provisions of this Agreement,
and (iv) that entering into this Agreement does not violate any provision of any other Agreement
to which said Party is bound.
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10.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them,that in the performance of this
Agreement there shall be no discrimination against or segregation of, any person or group of
persons on account of any impermissible classification including, but not limited to, race, color,
creed, religion, sex, marital status, sexual orientation, national origin, or ancestry.
10.16 No Third Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement
and no such other third parties shall have any rights or obligations hereunder.
10.17 Nonliability of City Officers and Em to ees. No officer, official,
employee, agent, representative, or volunteer of City shall be personally liable to Consultant, or
any successor in interest, in the event of any default or breach by City or for any amount which
may become due to Consultant or to its successor, or for breach of any obligation of the terms of
this Agreement.
10.18 No Undue Influence. Consultant declares and warrants that no undue
influence or pressure is used against or in concert with any officer or employee of City in
connection with the award, terms or implementation of this Agreement, including any method of
coercion, confidential financial arrangement, or financial inducement. No officer or employee of
City shall receive compensation, directly or indirectly, from, Consultant, or from any officer,
employee, or agent of Consultant, in connection with the award of this Agreement or any work to
be conducted as a result of this Agreement.
10.19 No Benefit to Arise to City Employees. No member, officer, or employee
of City, or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter,
shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds
thereof, for the Services to be performed under this Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
Armando . Villa, City Mana er Van Holland,
Goo
Attes .
�JraManwaring, City Clerk
Chuck Corbin, Chief Revenue Officer
Ap d as to Form:
[Note: 2 officer's signatures required if
' Consultant is a corporation, unless provided
J�tfreyY Melching, Ci tt
with a certificate of secretary in-lieu]
26711031858-0001
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EXHIBIT A
SCOPE OF SERVICES
Scope of work includes customized policy management, update and training solution for
the Menifee Police Department as outlined in the following pages, for a not to exceed
compensation amount of THIRTEEN THOUSAND TWO HUNDRED SEVEN DOLLARS
AND ZERO CENTS ($13,207.00)
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Executive Summary
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 struggle to
keep up
That is why Lexipol is pleased to present Menifee Police Department with a proposal for a
customized policy management, update and training solution.
Our program is designed to save you time and money while protecting your personnel. Our team of
public safety lawyers and policy experts continually monitor national and California-specific policy
changes. We then use these updates to help provide the content and training your department
needs to minimize risk and effectively serve your community.
AGENCY GOALS
Menifee Police Department is looking for a way to access comprehensive policies to limit agency
risk and enhance personnel safety. By 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 policies and provides individual training acknowledgement.
Once you have high-quality policies in place, you want to be sure your personnel use them. The
Lexipol prograrn offers online access to your agency's policies through a web-based platform and
mobile app. This flexibility allows your personnel to easily reference policies and complete training
in the field. Using Lexipol's program will provide Menifee Police Department with:
• Policies that reflect up-to-date industry standards and best practices
• Content specific to the laws and practices of California
• Daily scenarro-based training that reinforces your agency's policies
Timely updates in response to new legislation and case law
THE LEXIPOL 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 company with public safety professionals, attorneys and subject matter experts
working together to provide essential policies and policy management tools, from continuous
updates to mobile access to daily training. Our legal and content 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 the true values
and 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
Menifee Police Department to realize these same benefits
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Scopeof
Policy Manual
Legally defensible, up-to-date policies are the foundation for consistent, safe public safety
operations and are key to lowering liability and risk. 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)
Lexipofs 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
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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
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
Support+ Package
Lexipol's Support+ Package provides a discounted, customizable solution for agencies looking
for one-on-one policy implementation support Packages are offered in 50-hour increments
with a flexible scope of work and are offered at a discount off Lexipol's standard hourly rate for
professional services
Page 4 of 5
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1111 LEXIPOL Proposal
#:
Prepared By: RosemarieQuote Q-01157-2 Curran Date: 1/2/2019
Phone:(949)272-581$ Valid Through: 4/2l2019
Email:rcurran@lexipol.com
•
LexipoI is America's leading source of state-specific policy and training solutions that reduce
risk, lower litigation costs and improve personnel safety in public safety agencies. The services
proposed below are designed to guide your agency in providing up-to-date, legally defensible policy
and training content to your personnel.
Annual Subscription
QTY DESCRIPTION UNIT PRICE EXTENDED
1 Annual Law Enforcement Policy Manual&DAily Training Bulletins(12 USD 5,368.00 USD 5,368.00
Months)
Subscription Line Items Total USD 5,368.00
USD 5,368.00
Annual Subscription TOTAL: I1:�r)5,7c'. .,);J
Optional Procedural Content
Shel
DESCRIPTIONQTY
I Annual Lay;Enforcement SupplemF,ntal Manual(;)(1') Months) UcSrt 88L).00 (KIP 8sci.(}
Subscription line Items Total use 889.00
USD 889.00
Optional Procedural Content Shell TOTAL: 0"D 3:3Li.C.:)
Optional Implementation
Support+ 50 hours
OTY DESCRIPTIONEXTENDED
1 Lays,Enforcement'iil)porl+ Packaiq-. 5:)l lour USD 6,950.00 115:1)().":5:)IT)
One-Time Line Items Total USD 6,950.00
USD 6,950.00
Optional Implementation Support+ 50 hours TOTAL: USD 6,950.00
*Law Enforcement pricing is based on 10 Law Enforcement Sworn Officers.
Discount Notes
Referral Discount-Year One Only
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