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HomeMy WebLinkAbout2015-145-E Sheriff - Lexipol - Agreement for Use of Subscription Material DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 I IAW 74 In Lex"Wol Predictable is Preventable` AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Agency's Name: Orange County Sheriffs Office Agency's Address: 106 E. Margaret Lane Hillsborough, NC 27278 Attention: Sheriff Charles S. Blackwood Lexipol's Address: 66 Liberty, Suite 200 Aliso Viejo, CA 92656 Attention: 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 consists of(a)this cover sheet; (b) Exhibit (Subscriptions Being Purchased and Subscription Fees) attached to this cover sheet(consisting of 1 page), and (c)Attachment A(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 Attachment A. AGENCY DocuSigned by: LEXIPOL, LLC E��� DocuSigned by: Signature: asenECFSOSZSaae... Signatur . 12ow Signed by- B3C4C4B9DSEB46 F... Print Name: Charles S. Blackwood Print Name: Ron Wilkerson Title: Sheriff Title: CEO 3/2/2015 3/2/2015 Date Signed: Date Signed: Copyright 2014©Lexpol,LLC 1995-2014 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 ATTACHMENT A Lexipol Subscription Agreement for North Carolina Law Enforcement Agencies TERMS AND CONDITIONS FOR USE OF SUBSCRIPTION MATERIAL I. ACCEPTANCE OF TERMS The services and Subscription Materials (as defined below) that Lexipol, LLC, a Delaware limited liability company ("Lexipol"), provides to Agency are subject to the following Terms and Conditions of Use ("Terms and Conditions"). These Terms and Conditions are valid through the subscription period of one year. Lexipol reserves the right to update/change the Terms and Conditions on the renewal date of the subscription period, and those updates/changes to the Terms and Conditions will be effective for the new subscription period. Any changes or updates to the Terms and Conditions will be provided by Lexipol to the Agency point of contact prior to renewal of this Agreement for each new subscription period. Additionally, the most current version at any point in time can be reviewed by clicking on the "Terms and Conditions of Use" hypertext link located on Lexipol's Forum page. II. DESCRIPTION OF SERVICES; LIMITATIONS ON USE OF SUBSCRIPTION MATERIAL A. Subscription Material. Through Lexipol's website, Lexipol will provide Agency with access to the Lexipol Knowledge Management System ("KMS") and Lexipol's online Forum. Through use of the KMS, Lexipol will provide the Agency with a North Carolina specific law enforcement policy manual and daily training bulletins, together with periodic updates and revisions to such materials as well as Urgent Updates and Client Advisories (collectively, the"Subscription Material). B. Policy Manual Reference to Forms. Policy manual reference to forms does not indicate the presence of identified forms within the policy manual. Agencies may append appropriate forms to their policy manual if they choose or may utilize Lexipol's on-line customer populated forms repository to submit, store or request forms from other subscribing agencies. C. Grant of Rights: Limitations on Use. On and subject to the terms and conditions contained in this Agreement, Agency is granted a perpetual right to use, solely for the Agency's internal purposes, the Subscription Material and any Derivative Works (as defined below) prepared by or for Agency. Agency will not 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. Agency will not import any Subscription Material or any Derivative Work prepared by or for Agency into any third party knowledge/content management system or service which provides services comparable to the services provided under this Agreement in competition with Lexipol, regardless of commercial purpose or compensation. 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, nor does it prohibit or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible website for official Agency purposes. Copyright 2014©LeApol,LLC 1995-2014 1 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 I D. Definition of Derivative Works. For purposes of this Agreement, "Derivative Works" 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. E. Updates. Lexipol will provide regular updates in response to legislative mandates, case law and evolution in best practices. Lexipol will also provide client alerts in response to precedent setting court decisions or events that call for immediate changes to policy ("Urgent Updates and Client Advisories"). F. Archiving and Reporting. Lexipol will maintain an archived copy of each version of an Agency's manual. Additionally, Lexipol's daily training bulletin training component will allow each agency to track its training by officer, topic, or policy. G. Customer Service. Lexipol will provide customer service to Agency via telephone during Lexipol's standard customer service hours, which are currently 6:00 AM to 5:00 PM, PT, Monday through Friday, excluding holidays. Such customer service will include assistance in the use of Lexipol's website and the KMS, and the rationale for and background information pertaining to policies included in the Subscription Material. Neither customer service nor any employee, representative or agent of Lexipol will provide legal advice to Agency, or write, or assist in writing, new policies not otherwise included in the Subscription Material. Customer service will facilitate discussion and information sharing among Agency and other subscribers to Lexipol materials. H. Implementation and Onboarding. Lexipol will provide implementation and onboarding assistance for Agency. Lexipol will provide training sessions on the KMS and project management. I. Forms. Lexipol services do not include creation of forms or management of forms. Lexipol Forums do provide a repository to enable sharing and forms creation collaboration between agencies if they desire to do so. III. ACCOUNT, PASSWORD AND SECURITY If any of the services or Subscription Material provided to Agency by Lexipol requires Agency to open an account, Agency must complete the registration process by providing Lexipol with current, complete and accurate information as prompted by the applicable registration form. Agency will also be able to change the 'user name(s) and password(s) on the account after initial login. Agency is entirely responsible for maintaining the confidentiality of Agency's password(s) and account. Agency is entirely responsible for any and all activities that occur under Agency's account. Agency agrees to notify Lexipol immediately of any unauthorized use of Agency's account or any other breach of security. Lexipol agrees to make all reasonable efforts to protect online Agency information and agrees to provide written notice if there is a breach of security. Copyright 2014©Lebpol,LLC 1995-2014 2 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 Agency may not use any other agency's account at any time, as each agency's password and user name are solely for that agency's use. Agency will not share, distribute, sell, or otherwise transfer its password to any other person or entity. Lexipol reserves the right to protect, in whatever manner it deems necessary, Lexipol's data systems and subscriber data in accordance with accepted industry security standards and practices. IV. NOTICES Any notice to be given to the parties shall be sent to Lexipol at the address provided on the final page of this agreement or if to the Agency to the contact person registered as the authorized signer. V. PAYMENT TERMS Lexipol and Agency acknowledge that, by separate agreement between Lexipol and the North Carolina Sheriffs' Association ("NCSA"), NCSA is obligated to pay to Lexipol the subscription fees for the first two annual subscription periods under this Agreement. Should Agency choose to continue their subscription after the conclusion of the first two subscription periods, Agency agrees to pay the fees for all services purchased using Agency's user name and password subsequent to the first two annual subscription periods. All services are payable in full within thirty (30) days from invoice date unless otherwise agreed upon. Any amounts past sixty (60) days from due date shall accrue interest at a rate equal to the lower of (a) one (1%) percent per month, or (b) the highest rate permitted by applicable law. Invoices are sent thirty (30) days prior to the subscription start date and each anniversary date thereafter. All payments are applied to the oldest balance. VI. PRIVACY POLICY Lexipol shall keep all information Agency provides confidential and private unless required to provide information in accordance with an order from a court or other governmental agency or other legal process. Agency acknowledges Lexipol may provide view only access and summary information to the Agency's affiliated Risk Management Authority, Insurance Pool or Group if they have provided an economic subsidy. Lexipol will use commercially reasonable efforts to ensure the security of Lexipol's systems and to protect the confidentiality of information Lexipol receives from Agency. Lexipol's system uses Secure Socket Layer (SSL) Protocol for browsers that support 128-bit encryption (such as Microsoft Internet Explorer 5 and greater). 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 that Lexipol does not warrant or guarantee that information Agency transmits to the Lexipol system or online platform is 100% secure. VII. APPLICATION OF LAW AND JURISDICTION Agency agrees that any claim, action, or proceeding arising out of these Terms and Conditions of Use, or Agency's use of the Website; shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to contracts to be wholly performed therein, and any action based on or alleging a breach of this Agreement must be brought in a state or federal court in North Carolina. This Agreement shall be governed and interpreted pursuant to the laws of the State of North Carolina, United States of America, notwithstanding any principles of conflicts of law. Copyright 2014©LeApol,LLC 1995-2014 3 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 VIII. INDEMNIFICATION 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 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. IX. COPYRIGHT Agency acknowledges and agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright. Agency is hereby given the right to prepare Derivate Works; 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 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 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 Agency that is published or displayed by any means or in any medium. X. DISCLAIMER OF WARRANTIES The Lexipol services and all Subscription Material is provided "as is" without warranties, express or implied, or representations of any kind whatsoever. Lexipol makes no express or implied warranties of merchantability, fitness for a particular use, non-infringement of proprietary rights, enjoyment of the Subscription Material or services, system integration, or accuracy of the information. To the fullest extent permitted by law, Lexipol disclaims any warranties for the security, reliability, timeliness, and performance of the Subscription Material and the services. The entire risk as to satisfactory quality, performance, accuracy and effort is with Agency. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to Agency insofar as they relate to implied warranties. XI. NON-WAIVER AND SEVERABILITY Either party's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of this Agreement remain in full force and effect. XII. POLICY ADOPTION Agency hereby acknowledges and agrees that any and all policies 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. Copyright 2014©Leiapol,LLC 1995-2014 4 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 XIII. TERMINATION 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 second annual subscription term (the "Initial Term"). Notwithstanding the foregoing, however, this Agreement may be terminated by either party, effective immediately, 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. Agency also acknowledges that this Agreement may be terminated by Lexipol by written notice given to Agency in the event of a default by the NCSA of the payment obligation referred to in the first sentence of Section V above. Upon the expiration or termination of this Agreement, Agency's perpetual license pursuant to Section II(B) with respect to Subscription Material delivered by Lexipol prior to the date of the expiration or termination of this Agreement shall not be affected, but all other rights granted to Agency by this Agreement will 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 this Section 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 II(B) (Grant of Rights; Limitations on Use), Vlll (Indemnification), IX (Copyright), X (Disclaimer of Warranties), XII (Policy Adoption), and XIV(Miscellaneous) shall survive the expiration or termination of this Agreement for any reason whatsoever. XIV. MISCELLANEOUS A. Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto 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. B. 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. C. 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. D. General Interpretation. 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. Copyright 2014©LeApol,LLC 1995-2014 5 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 EXHIBIT A SUBSCRIPTIONS BEING PURCHASED AND SUBSCRIPTION FEES Agency Name: Orange County Sheriffs Office Agency is purchasing the following service(s): POLICY MANUAL SUBSCRIPTIONS: Law Enforcement Policy Manual&Daily Training Bulletins X Fees covered by the Govenor's Crime Commission Grant through August 31,2016. Law Enforcement Policy Manual&Daily Training Bulletins X September 1, 2016 Annual Pricing $11,150 Please complete all fields and place N/A where applicable. (Chief/Sheriff Name) (Title) (Chief/Sheriff Email) (Chief/Sheriff Direct Phone) Charles S. Blackwood Sheriff csblackwood @orangecountync.gov 919.644.3050 (Name of Agency as you want it to appear on the manual) Orange County Sheriff's Office (Agency Street Address) (City) (State) (Zip Code) (County) 106 East Margaret Lane Hillsborough NC 27278 Orange (Billing Address if different from above) (City) (State) (Zip Code) (Agency Phone) (Fax) (Email) 919.245.2900 919.732.6403 jgalassi @orangecountync.gov (Risk Management Group/Insurance Pool) (Accreditation Agency) NCACC (No.of Authorized Sworn Officers) (Agency Fiscal Year End) (AgencyWebsite) 98 June 30, 2015 http://www.ocsonc.com/ (Policy Primary User Full Name) (Title) (Policy Primary User Phone) (Policy Primary User Email) Alisa Cornetto Risk Manager 919-245-2155 acornetto @orangecountync.gov Please return all seven(7)pages to: Fax:(949)484-4443—Email: contractswexiool.com Send:Lexipol LLC, 6B Liberty, Suite 200,Aliso Viejo, CA 92656 Copyright 2014©LeApol,LLC 1995-2014 6 V08.06.14 DocuSign Envelope ID: 19C3DB51-1450-4C96-9F45-10FC8B9357D2 . i I This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. DocuSigned by: �au.0 yaw 91��d2CC9 Paul Laug ton, Interim Finance Director ggqrrt�ent has been approved as to form and legal sufficiency. EE87211 F591 E416... Jennifer Galassi, Legal Advisor to the Sheriff