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Home My WebLink About20120500.tiff RESOLUTION RE: APPROVE AGREEMENT FOR PURCHASE OF LAW ENFORCEMENT POLICY MANUAL AND DAILY TRAINING BULLETIN SERVICES AND AUTHORIZE CHAIR TO SIGN - LEXIPOL, LLC WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Agreement for the Purchase of a Law Enforcement Policy Manual and Daily Training Bulletin Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and Lexipol, LLC, commencing upon full execution, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement for the Purchase of a Law Enforcement Policy Manual and Daily Training Bulletin Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Sheriff's Office, and Lexipol, LLC, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 22nd day of February, A.D., 2012. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: � P ' Sean P. orlway, Chair c Weld County Clerk to the Board 4/( A William F. Garcia, Pro-T-m Deputy CI k to the Boa :', a7: � ��aJ_4_4J /b /4,./'" . �y-ra Kirkmeyer % % . avid E Long aunty ttorneydS it), \A__} oug�as Radem cher Date of signature: 3 " /`/ - / a CC. 5l,` 2012-0500 3" "I SO0033 Lexipol LLC 6B Liberty#200 Aliso Viejo, CA 92656 Tel: 949-484-4444 Fax: 949-484-4443 TERMS AND CONDITIONS FOR USE OF SUBSCRIPTION MATERIAL I. ACCEPTANCE OF TERMS The services that Lexipol, LLC, a Delaware Limited Liability Company (hereinafter"Lexipol"), provides to Agency, Customer, User, Purchaser are subject to the following Terms and Conditions of Use. These Terms and Conditions are valid through the subscription period of one year. Lexipol reserves the right to update/change the Terms and Conditions of Use on the renewal date of the subscription agreement period whereas those updates/changes on the Terms and Conditions of Use will be valid for the new subscription period. This document represents the most current version of the Terms and Conditions of Use. Any changes or updates can be reviewed by clicking on the "Terms and Conditions of Use" hypertext link located on Lexipol's Forum page once Agency becomes a subscriber. AGENCY MUST AGREE WITH THESE TERMS AND CONDITIONS OF USE BEFORE AGENCY CAN USE THIS WEBSITE. II. DESCRIPTION OF SERVICES Through Lexipol's Website, Lexipol provides Agency with access to the Lexipol Knowledge Management System. Lexipol provides numerous subscriptions to this system, each with varying services depending on the level of subscription. The Agency is subscribing to the services indicated on the data page included on the last page of this agreement and in the attached Pricing Proposal. III. INDEPENDENT CONTRACTOR Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are, or shall be deemed to be, agents or employees of the County for any purpose. Contractor shall have no authorization, express or implied, to bind the County to any agreement, liability, or understanding. The parties agree that Contractor will not become an employee of County, nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. VI. NON-EXCLUSIVE AGREEMENT This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. VII. ENTIRE AGREEMENT/MODIFICATIONS This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. V03.21.11 Copyright 2011©Lexipol,LLC 1995-2011 2012-05001 2 SO 1033 VIII. SEVERABILITY If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. IX. GOVERNMENTAL IMMUNITY No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess. X. NO THIRD PARTY BENEFICIARY It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. XI. MEMBER ACCOUNT, PASSWORD AND SECURITY If any of the Services provided to Agency by this Website 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 and password on the account after initial login. Agency is entirely responsible for maintaining the confidentiality of Agency's password 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. Agency may not use any other Agency's account at any time, as Agency's password and user name are for the purchaser's sole use. Purchasers of content through this Website are not permitted to share, distribute, sell, or otherwise transfer their password to other individuals. Significant or unusual use of a single user name and password (including, but not limited to, significant use of a single user name and password on multiple computers)could result in suspension of that password. XII. NOTICES Any notice to be given to the parties shall be sent to Lexipol at the address above or if to the Agency to the contact person registered as the authorized signer. XIII. PAYMENT TERMS Agency agrees to pay the current fees for all services purchased using Agency's user name and password. All services are payable in full within forty-five (45) days from subscription start date. Any amounts past sixty (60) days from due date shall accrue interest at one (1%) percent per month for past due accounts. Invoices are sent thirty (30) days previous to the subscription start date and anniversary date thereafter. All payments are applied to the oldest balance. V03.21.11 Copyright 2011©Lexipol,LLC 1995-2011 3 XIV. 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 of competent jurisdiction. 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. Because security is important to Lexipol and our users, Lexipol will always make reasonable efforts to ensure the security of Lexipol's systems. Lexipol employs security systems to protect the information Lexipol receives from Agency's users. The Lexipol Policy Website 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 customer and Lexipol. Please be aware that Internet data transmission is not always 100% secure and Lexipol cannot warrant that information Agency transmits utilizing Lexipol's Service or Website is 100% secure. XV. 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 Delaware 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 Delaware. This Agreement shall be governed and interpreted pursuant to the laws of the State of Delaware, United States of America, notwithstanding any principles of conflicts of law. XVI. INDEMNIFICATION Agency understands that Lexipol and its agents, employees and representatives have developed policy guidelines and content in a good faith effort to comply with all applicable statutes, case law and industry standards in effect at the time such policies were approved and adopted by Agency. Agency acknowledges that Lexipol shall not be responsible for updating these policies to adhere to subsequent changes in the law or other conditions and those changes and updates will only be provided by Lexipol as a part of an annual subscription. While Lexipol has made a good faith effort to develop all policies and training in accordance with existing law and standards, Agency acknowledges that neither Lexipol nor any of its agents, attorneys, employees or representatives are obligated to provide legal representation, defense, or indemnification for any litigation in which said policies are subject to challenge. To the fullest extent permissible under applicable law, and except as otherwise herein, Lexipol and/or other persons creating or transmitting the information and the service will in no event be liable to Agency or anyone else for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages for the information, even if Lexipol or other persons creating or transmitting the information or the service shall have been advised of the possibility of such damages. To the fullest extent permitted by law, Lexipol or other persons creating or transmitting the service and the information shall have no responsibility or liability to Agency or anyone else under any tort, contract, negligence, strict liability, products liability or other theory with respect to any subject matter of this agreement or terms and conditions of use thereto with the exception of liability resulting from a finding of gross negligence, and/or willful and wanton conduct of Lexipol. V03.21.11 Copyright 2011©Lexipol,LLC 1995-2011 4 XVII. COPYRIGHT Agency expressly acknowledges and agrees that each and every policy provided by Lexipol, its agents, employees, and representatives including, but not limited to, all updates, revisions the entire Policy Manual(s), Supplemental Policy Publications and/or Procedure Manuals, and Daily Training Bulletins purchased from Lexipol were expressly created for Agency's exclusive use. Agency further agrees that all policy, update, revision or Daily Training Bulletins originally provided by Lexipol are protected under copyright agreements and may not be sold. Nothing in this statement is intended to prohibit or restrict Agency from access and reproduction for department functions and providing any policies contained within the Policy Manual(s) pursuant to and authorized by a request under the Public Records Act, pursuant to Court order or any other lawful process. XVIII. DISCLAIMER OF WARRANTIES The service and all information is provided "as is" without warranties, express or implied, or representations of any kind whatsoever. There shall be no warranties of merchantability, fitness for a particular use, non-infringement of proprietary rights, enjoyment of the information or service, 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 information and the service. 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. In those jurisdictions Lexipol shall use its best efforts, including industry standards of care, to insure satisfactory quality, performance and accuracy. XIX. NON-WAIVER AND SEVERABILITY Lexipol'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. XX. POLICY ADOPTION The Agency hereby agrees and certifies that any and all policies developed and provided by LEXIPOL LLC and its agents, employees and representatives have been individually reviewed, customized and adopted for the exclusive use of the AGENCY. It is further acknowledged and agreed that LEXIPOL LLC and its agents, employees and representatives shall not be considered "policy makers" in any legal or other sense and that, upon acceptance of the policy manual(s) and execution of this Agreement, the chief executive of the AGENCY for all purposes be considered the "policy maker" with regard to each and every policy contained in said manual. XXI. TERMINATION This Subscription Agreement may be terminated at the annual anniversary date of the subscription period by written notice to the other party at least 30 days preceding the subscription anniversary date. v03.21,11 Copyright 2011©Lexipol,LLC 1995-2011 5 Agency is purchasing the following service(s): POLICY SUBSCRIPTIONS: TRAINING SUBSCRIPTIONS: ❑ Dally Training Bulletins(DTB) Policy Manual k National Daily Training Bulletins(NDTB) Supplemental Publications ❑ Custody Daily Training Bulletins(CDTB) ■ Custody Manual Please complete all fields and place NIA where applicable. SChief/Sheriff Name) (Title) (Chief/Sheriff Email) (Chief/Sheriff Direct Phone) John Cooke Sheriff JCooke@co.weld.co.us 970.356-4015 ext.2804 (Custody Facility Manager Name) (Title) (Custody Fac.Mgr Email) (Custody Fac.Mgr Direct Phone) (Name of Agency as you want it to appear on the manual) Weld County Sheriffs Office (Agency Street Address) (City) (State) (Zip Code) (County) 11950O Street Greeley Colorado 80631 Weld (Custody Street Address—e different) (City) (State) (Zip Code) (County) 2110°Street Greeley Colorado 80631 Weld (Billing Address if different from above) (City) (State) (Zip Code) (Agency Phone) (Fax) (Email) 1970-356-4015 970-304-6467 (Risk Management Group/Insurance Pool) (Accreditation Agency) 1 Self Insured (No.of Authorized Sworn Officers) (If Custody—No.of Beds) (Agency Fiscal Year End) (Agency Website) 1100 Sworn Officers 12-31-2012 www.weldsheriff.com 1 (Policy Primary user full Name) (Title) (Policy Primary User Phone) (Policy Primary User Email) Steven Reams Bureau Chief 970-356.4015 ext.2809 sreams@co.weld.co.us (Custody Primary user full Name) (Title) (Custody Primary User Phone) (Custody Primary User Email) (Policy Unique User ID number for system access; 2-5 digits i.e.(badge number,employee number) WC004 (Custody Unique User ID number for system access; 2-5 digits i.e.(badge number,employee number) The subscription agreement is authorized and approved by: (Name of Authorized Signer) (Title) (Email,Authorized Signer) (Phone,Authorized Signer) Sean Conway County Commissional sconway@co.weld.co.us 970-356-4015 ext.4200 Authorized Agency Signature Date o—d• I FEB 2 2c0)2 Please return all four(4)pages vii far.email or send to: Far: (949)484-4443 - Email:cantrects(dlexipol.com Send:Lexipol LLC,6 B Libedy,Suite 200,Mao Viejo,CA 92656 V03.21.11 Copyright 2011 O Lexipol,LLC 1995.2011 4 &e/ -O5OG Lexipol Predictable is Preventable PROPOSAL FOR Weld County Sheriff's Office GREELEY, COLORADO LAW ENFORCEMENT AND CUSTODY POLICY MANUAL & DAILY TRAINING BULLETIN SERVICES JANUARY 11 , 2012 Lexipol, LLC 6B Liberty, Suite 200 Aliso Viejo, California 92656 949-484-4444 www.lexipol.com Primary contact: Matt Robinson, Client Services Representative 949-732-5750 mrobinson(a�lexipol.com ©1995-2011 Lexipol,LLC. All Rights Reserved higa Lexipol Predictable is Preventable' Pricing - 2012 Weld County SO - Colorado Total Cost for Law Enforcement Policy Manual and Daily Training Bulletins—Based on 100 sworn Total Cost for Year 1 • 1•t Year Development Fee—$10,500(includes all development tools and Policy updates. Daily Training Bulletins are included at no charge during the first year when Agency finals their Policy Manual) Beginning Year 2(to be billed annually beginning Year 2) • Annual Update Fee-$3,950 (billed Year 2—includes all web-based tools, Forum, and Policy Manual updates) • Daily Training Bulletin Fee-$7,200 (optional and billed Year 2—includes 365 unique scenario-based exercises) Total Cost for Custody Policy Manual and Daily Training Bulletins—Based on 800 beds Total Cost for Year 1 • 1st Year Development Fee—$15,365(includes all development tools and Policy updates. Daily Training Bulletins are included at no charge during the first year when Agency finals their Policy Manual) Beginning Year 2(to be billed annually beginning Year 2) • Annual Update Fee-$5,523 (billed Year 2—includes all web-based tools, Forum, and Policy Manual updates) • Daily Training Bulletin Fee-$17,465 (optional and billed Year 2—includes 365 unique scenario-based exercises) *Custody manual pricing above has been discounted by 30% to reflect your agency also being a law enforcement policy manual subscriber Lexipol - Proposal for Weld County SO ©1995-2011 Lexipol,LLC. All Rights Reserved 2 Lexipol Predictable is Preventable' January 11, 2012 Deputy Chief Steven Reams Weld County Sheriff's Office 1950 O St. Greeley, CO 80631 Dear Deputy Chief Reams, Lexipol appreciates the opportunity to propose our Policy Manual and Daily Training Bulletin service to the Weld County Sheriffs Office. Our goal is to help our clients successfully face the evolving challenges in the world of public safety. Lexipol provides clear benefits in terms of managing, disseminating and archiving your agency's policies and training records. Agencies that adopt our policy subscription service have clear, effective policy manuals that reflect the true values and policing philosophy of their agency. Lexipol offers the most comprehensive solution for managing policy and procedure in law enforcement agencies. We are often recognized for our proactive approach in decreasing liability exposure backed by Lexipol's technical and legal expertise. The Lexipol system has helped public safety agencies reduce risk and stay ahead of litigation trends, while communicating clear and concise policy guidance to their employees. Policy Manual Development: Lexipol has created policy content that is specific to federal law and to Colorado state law. This "master" content can then be customized by your agency. Your agency is prompted through interactive online software to develop Policy Manuals standardized with regulatory requirements yet customized to the agency's unique mission, philosophy and resource availability. The proprietary software allows efficient and accurate generation of a draft version of the manual from an online questionnaire. Daily Training Bulletin Component: The training component consists of Lexipol's Daily Training Bulletins (DTBs). These give Weld County SO the ability to train and test employees on its policies and procedures. The DTBs consist of a brief scenario illustrating realistic circumstances officers typically encounter. Each scenario is linked to a policy, which puts the policy in an operational context and helps sworn personnel understand why the policy exists and how it applies to their daily tasks. The DTB system includes a brief test, which the officer must pass to be credited with the DTB training. Weld County SO will receive DTB packages (via email) monthly, with each bulletin linked to a current policy. Your department staff will also Lexipol - Proposal for Weld County SO ©1995—2011 Lexipol, LLC. All Rights Reserved 3 have the ability to create their own customized DTBs in the Lexipol system as they identify areas that require additional training. Lexipol's DTB training component allows Weld County SO to track its training by officer, topic or policy. This information is archived electronically and can be produced immediately for current reports, or retrieved years later, thereby providing significant litigation and administrative support. Unique Qualifications: Lexipol has established a unique set of risk management tools for law enforcement agencies by integrating agency-specific, customized policy manuals with the Daily Training Bulletin service. The Lexipol policy and training system has helped public safety agencies throughout Colorado and the country reduce risk and stay ahead of litigation trends, while at the same time communicating clear and concise policy guidance to their employees. Proprietary System and Tools: More than 150 core policies based on federal standards and Colorado statutes and case law, regulatory actions, and law enforcement best practices are available with our intuitive tool set. Your agency has full editing capability to customize the manual to reflect your agency's mission and philosophy. Our color-coded key reflects the origin of the content and its relative importance. The final product, which is not color-coded, is a professional, well organized, easy-to-read manual online in Lexipol's Knowledge Management System and in hard copy. There is no other system in the nation that incorporates all of these features at affordable annual subscription rates. Color Coded Draft Best 7 Federal State Practices ' scretaona .C,,A _ J A - lir Dra o cy Manual Updates: Lexipol provides regular updates in response to legislative mandates, case law and evolution in best practices. We also provide client alerts in response to precedent-setting court decisions or events that call for immediate changes to policy. These updates would be customized for Weld County SO and your mission. Adaptability: Our clients range from one to 2,500 sworn personnel and include municipal police departments, county sheriff offices, county district attorney offices, port police, probation departments, school district and university police, tribal police, state regulatory and law enforcement agencies, federal agencies and military agencies. Lexipol - Proposal for Weld County SO ©1995—2011 Lexipol,LLC. All Rights Reserved 4 Scale: Over 1,200 public safety agencies serving more than 70,000 officers in 14 states use the Lexipol system. Our subscriber base is one of the largest private networks of law enforcement policy collaborators in the nation. Archiving: Each version of your manual is archived on the Lexipol system. This is an invaluable resource in defense litigation or personnel matters that call for authenticated copies of policy or training records years after an incident. Cost Effective Development: A fully burdened officer can cost an agency upward of$100K in salary and benefits. Most small to mid-sized agencies assign one officer to update and maintain their policy manual, which can consume 50% to 80% of the officer's time. A typical officer does not have the experience or resources to translate statutes, case law and emerging trends into usable, defensible policy in patrol, investigations, traffic, property, custody or personnel. At Lexipol we proactively do this work for you, typically at less than 5% of the cost of an officer. Ready Access: Many agencies describe their pre-Lexipol policy system as convoluted, reactive and not serving the agency well. Their employees have trouble accessing the policy system because the documents are contained in disparate silos of information. Policy Training: The integrated Daily Training Bulletin component is a customized, scenario- based daily training program that links directly to the policy manuals. The Daily Training Bulletin program is standardized, verifiable, realistic, and ongoing training that links directly to your policy manual. Archiving of training records provides verifiable evidence of achieving specific learning objects. Lexipol is uniquely qualified to provide our Policy Manual and Daily Training Bulletin service to Weld County SO. For the past 9 years, we have created proven, court-tested law enforcement policy. Actuarial data shows Lexipol's unique, cost-effective policy and training system reduces the numbers of claims and claims paid —typically by 69% over previous years. We have a 100% defense record of our policies in courtrooms across America. In addition, Lexipol provides a highly cost-effective model and powerful, easy-to-use web-based tools that support your agencies and provide: • Policies and procedures that reflect up-to-date, applicable industry standards and best practices; • Customized content for Weld County SO; • Daily scenario-based training that reinforces your approved policies and procedures; • Regular updates to your policies and procedures as statutes, case law, and regulations change; Lexipol is America's leading source of risk management resources for public safety organizations, delivering its services through a unique, web-based development system and an integrated training component. Training Support: Weld County SO policy administrators may attend any and all online training sessions (which can be repeated as many times as necessary): 1) Knowledge Management Lexipol - Proposal for Weld County SO ©1995-2011 Lexipol,LLC. All Rights Reserved 5 System (KMS) Training —which is your portal for policy editing and development and 2) Project Management session —which will introduce your Policy Manager to the Lexipol Electronic Client Toolkit (ECT) and the Project Management Guide (PMG). Our Project Management Guide and Electronic Toolkit are included in the Lexipol subscription fee, and will aid your agency in completing your manual in a timely fashion. Our Project Management Guide provides tips and guidelines on how to achieve this goal. The Electronic Toolkit contains a couple of"best practices" examples that may give your agency some ideas as to how others have implemented the manual. Our Program Development and Customer Service teams are also available throughout the development process to provide guidance and answer questions. Lexipol History Lexipol was founded in 2002 by merging Bruce Praet's acclaimed policy manual work with Gordon Graham's innovative "Five Pillars of Success" approach to risk management, and Lexipol's CEO Dan Merkle brought impressive business acumen to the team. Today, Lexipol is comprised of an all-star team of public safety veterans. Former executives of law enforcement and fire services lead the major divisions of the company. In fact, the majority of all Lexipol employees are former or active duty public safety members. This confluence of real world experiences in the areas of law, public service, and business gave rise to Lexipol's unique system of risk management tools. Lexipol has become America's leading source of risk management resources for public safety organizations. We currently serve over 1,200 law enforcement agencies in 14 states. We train more than 70,000 law enforcement officers every day. Lexipol - Proposal for Weld County SO ©1995-2011 Lexipol,LLC. All Rights Reserved 6 AGREEMENT FOR PURCHASE OF LAW ENFORCEMENT POLICY MANUAL & DAILY TRAINING BULLETIN SERVICES THIS AGREEMENT is made by and between the County of Weld, State of Colorado, whose address is 915 10`h Street, Greeley, Colorado, 80631 ("County"), and Lexipol, LLC, whose address is 68 Liberty, Suite 200, Aliso Viejo, CA 92656, ("Contractor"). WHEREAS, County desires to purchase a law enforcement policy manual and daily training bulletin services as described in the attached Exhibit "A," and WHEREAS, Contractor is willing to provide said manual and daily training bulletin services as detailed in Exhibit A. NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Purchase of Law Enforcement Policy Manual and Daily Training Bulletin Services. Contractor shall provide to County the law enforcement policy manual and daily training bulletin services as described and shown in Exhibit A (excluding the Custody Policy Manual and Daily Training Bulletins for custody). 2. Term. The term of this Agreement shall be from the date set forth above, for a period of one (1) year, as detailed in Exhibit A. Each year thereafter County shall receive an annual update and the daily training bulletin set forth in Exhibit A (excluding the Custody Policy Manual and Daily Training Bulletins for custody). However, County may terminate this Agreement at the end of the first year, and/or at the end of each year thereafter, upon providing Contractor written notice of such termination received at least ten (10) days prior to the date of renewal of this Agreement. 3. Compensation. Full and complete compensation for the law enforcement policy manual and daily training bulletin services shall be as set forth in Exhibit A. 4. Independent Contractor. Contractor agrees that Contractor is an independent contractor and that neither Contractor nor Contractor's agents or employees are, or shall be deemed to be, agents or employees of the County for any purpose. Contractor shall have no authorization, express or implied, to bind the County to any agreement, liability, or understanding. The parties agree that Contractor will not become an employee of County, nor is Contractor entitled to any employee benefits from County as a result of the execution of this Agreement. 5. Notices. Any notice required to be given under this Agreement shall be in writing and shall be mailed or delivered to the other party at that party's address as stated above. 6. Compliance. This Agreement and the provision of services hereunder shall be subject 1 Sc0/ to the laws of Colorado and be in accordance with the policies, procedures, and practices of County. 7. Non-Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other contractors or persons to perform services of the same or similar nature. 8. Entire Agreement/Modifications. This Agreement contains the entire agreement between the parties with respect to the subject matter contained in this Agreement. This instrument supersedes all prior negotiation, representation, and understanding or agreements with respect to the subject matter contained in this Agreement. This Agreement may be changed or supplemented only by a written instrument signed by both parties. 9. Funding Contingency. No portion of this Agreement shall be deemed to create an obligation on the part of County to expend funds not otherwise appropriated or budgeted for. 10. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable, this Agreement shall be construed and enforced without such provision, to the extent that this Agreement is then capable of execution within the original intent of the parties. 11. Governmental Immunity. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess. 12. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. Lexipol, LLC , CONTRACTOR: By: � Name: ,Lcitl ATTEST: BARD OF COUNTY CLERK TO THE BOARD COMMISSIONERSOF WELD COUNTY By: By: Deputy Clerk to the Board Sean P. Conway, Chairman 2 Esther Gesick Subject: FW: Lexipol Agreement Attachments: Weld OSA(2).pdf; FW Lexipol Agreement.txt; Lexipol Agreement.doc; Proposal for Weld County SO 01-11-2012.pdf Original Message From: Steven Reams Sent: Tuesday, February 21, 2012 2:29 PM To: Esther Gesick Subject: RE: Lexipol Agreement Esther, One of the documents is just an informational flyer from Lexipol about their product, the word document was a suggested language change from Bruce Barker to Lexipol for the service agreement, the third document is the modified service agreement to incorporate Bruce's language, the txt document is an email from one of the CEOs at Lexipol that they will honor the service agreement as it isn't actually a contract but a subscription service. I hope this makes sense, Reams PS, I can't type the info into the form and save it so I'll have to fill it in and send it to you as a separate PDF. Original Message From: Esther Gesick Sent: Tuesday, February 21, 2012 1:40 PM To: Steven Reams Cc: Bruce Barker; Elizabeth Strong Subject: RE: Lexipol Agreement Hi Steve, The document you sent through is a completely different document from what Bruce submitted to be placed on the Agenda. I am needing a signed copy (followed by an original through the mail) of the "Agreement for Purchase of Law Enforcement Policy and Manual Daily Training Bulletin Services." Lexipol needs to sign as the Contractor and then the Chair will sign. Thanks! Esther E. Gesick Deputy Clerk to the Board/Office Manager 1150 0 StreetIP.O. Box 758IGreeley, CO 80632 tel: (970) 336-7215 X4226 Original Message From: Bruce Barker Sent: Tuesday, February 21, 2012 12:34 PM To: Esther Gesick Subject: FW: Lexipol Agreement FYI. Bruce T. Barker, Esq. 1 Weld County Attorney P.O. Box 758 1150 "0" Street Greeley, CO 80632 (970) 356-4000, ext. 4390 Fax: (970) 352-0242 Original Message From: Steven Reams Sent: Tuesday, February 21, 2012 12:25 PM To: Bruce Barker Subject: Fw: Lexipol Agreement I believe this will get us moving forward. Original Message From: Peter Roth [mailto:proth(dlexipol.com] Sent: Tuesday, February 21, 2012 11:50 AM To: Steven Reams Cc: Matt Robinson <mrobinson@lexipol.com> Subject: FW: Lexipol Agreement The terms and conditions, including changes and modifications for Weld County, contained in the attached subscription agreement are accepted and approved by Lexipol. Best regards, Peter Roth Executive Vice President Chief Customer Officer Lexipol, LLC Direct: 949.732.5744 Cell: 949.702.0365 Fax: 949.484.4443 https://console.mxlogic.com/redir/?2Ugen76krTdIIFLT7e9COD7-7OmGv0VK cKnLuZXTKrKrmzmpc57- 70mGv0VJcsOCygeigbapEVuvKCyedFECNslkzh05v3Vblfd40whz G 2pKvxVVmfSk3g974S00C ssvvr1PT6 Predictable is Preventable® This message including any attachments is intended for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If you have received this communication in error, please notify Lexipol LLC immediately, and destroy the original message and all copies thereof (including electronic media). Original Message From: Matt Robinson Sent: Tuesday, February 21, 2012 10:42 AM To: Peter Roth Subject: FW: Lexipol Agreement 2 Here you go Peter Original Message From: Steven Reams [mailto:sreams@co.weld.co.us] Sent: Tuesday, February 21, 2012 10:04 AM To: Matt Robinson Subject: RE: Lexipol Agreement I just called our county attorney, an email would be fine. Thank you! Original Message From: Matt Robinson [mailto:mrobinson@lexiool.com] Sent: Tuesday, February 21, 2012 11:02 AM To: Steven Reams Subject: RE: Lexipol Agreement Thanks Steve. I incorporated the changes into our agreement, which we typically don't sign since it is a subscription agreement. Would an email from an executive here at Lexipol indicating acceptance of the contract suffice? Original Message From: Steven Reams [mailto:sreams(thco.weld.co.us] Sent: Tuesday, February 21, 2012 10:00 AM To: Matt Robinson Subject: FW: Lexipol Agreement This is the form that I believe was incorporated into the agreement. . . .If not, my county attorney's number and contact info is attached and it would probably be best to contact him directly. Original Message From: Bruce Barker Sent: Friday, February 17, 2012 2:52 PM To: CTB Cc: Monica Mika; Steven Reams Subject: Lexipol Agreement Please put the attached on the agenda for next Wednesday. Thanks! The Proposal is Exhibit A to the agreement. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "0" Street Greeley, CO 80632 (970) 356-4000, ext. 4390 Fax: (970) 352-0242 3 Hello