HomeMy WebLinkAboutAgr 2004-12-15 (LEXIPOL, LLC)
AGREEMENT FOR PROFESSIONAL SERVICES -
POLICE DEPARTMENT POLICY MANUAL
THIS AGREEMENT, made and entered this JS- day of 1lcL-L-.~ , 2004, by and between the
TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town,"
and LEXIPOL, LLC a California Limited Liability Corporation, hereinafter referred to as
"Consultant, "
RECIT ALS
A. The Town has decided to develop a revised and updated Policy Manual for the Town's
Police Department ("Project") and wishes to engage an experienced firm to assist in the
performance of this task.
B. The Consultant has represented that it has the expertise necessary and appropriate to assist
Town with the Project, as described in the Proposal set forth in Exhibit A, which is attached
hereto and incorporated herein by reference.
C. The parties wish to contract for the Consultant to provide the services described in
Exhibit A ("Services").
AGREEMENT
1. Scope of Consultant Services. Consultant shall perform those Services described in
Exhibit A. Consultant may subcontract out certain of the Services to other consultants only
as may be approved in advance in writing by Town. In the event of such subcontracting,
Consultant shall remain responsible for the full performance of such services.
2. Compensation. Consultant's fee for the Services shall be $4,950, which shall be payment in
full for all Services. The Town will pay $2475 before Consultant begins the Services and
the remaining $2475 when the Consultant has completed the Project to the satisfaction of
the Chief of the Tiburon Police Department ("Chief of Police"). At the Town's request,
Agency will include additional agency unique policies the policy manual at a price of $50
per policy page. The Town May purchase additional hardcopies of the manual at $50 per
copy.
3. Standard of W ork~ Indemnitv. Consultant shall perform the services in a skillful and
professional manner compatible with the usual, customary standard of Consultant's
profession. Consultant shall indemnify, defend and hold Town harmless from and against
claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent
act or omission of Consultant's in the performance of the Services pursuant to this
Agreement.
4. Consultant as Independent Contractor. Consultant (including its agents and employees) is
not an agent or employee of the Town but is an independent contractor not subject to the
direction and control of the Town. Without limiting the foregoing, Consultant shall
maintain complete control of its operations and personnel and shall be solely liable and
responsible to pay all required salaries, wages, expenses, taxes and other obligations,
including, but not limited to, withholding and Social Security.
5. Attendance at Hearings. If requested by the Town Planning Director, Consultant shall
appear at litigation and/or administrative hearings that pertain to the Project. Town shall
reimburse Consultant for such appearance(s) at the hourly rate specified in Exhibit A.
6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent
audit and/or evaluation of the Consultant's records and accounts of expenditures and
program activities at its own expense. Consultant shall furnish all items necessary in the
Town's discretion to complete said audit and/or evaluation subject to restrictions on
confidentiality limited to expenditure or receipt of program funds, and program quality.
7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as
an additional insured to all required insurance policies:
A. Comprehensive General Liability: Combined single limit of $1,000,000 for each
single occurrence and $2,000,000 annual aggregate.
B. Comprehensive Automobile Liability: Combined single limit of $1,000,000 for
each single occurrence and $2,000,000 annual aggregate.
8. Ownership ofDocuments~ Re-Use~ Indemnitv. All documents, including drawings and
specifications prepared by Consultant pursuant to this Agreement shall be the property
of Town. Town acknowledges that said documents are prepared for use only in
connection with the Project described in the Exhibit A. Consultant makes no
representation that said documents are suitable for re-use on any other project or on any
expansion of the Project. Any such re-use by Town without specific written approval by
Consultant shall be at Town's sole risk. Town shall indemnify and hold Consultant
harmless from all claims, losses, damages and expenses, including attorneys fees, that
may arise from Town's unauthorized re-use of said documents for another project or for
any expansion of the Project.
9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work
Order"), require Consultant to stop or suspend performance of the Services, in whole or in
part, for a period of up to ninety days after such notice is delivered to Consultant. Upon
receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all
reasonable steps to minimize the incurrence of costs allocable to the Services covered by the
Stop Work Order during the period of work stoppage. Within ninety days of the delivery of
the Stop Work Order, or such later time as may be agreed to by the parties, Town shall
either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13.
Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent
that the Stop Work Order results in a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an equitable
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adjustment in compensation or an extension of time for performance, as appropriate.
10. Delinquency. In the event that a proper invoice remains unpaid for more than 45 days after
submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser
of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition,
Consultant may suspend the performance of the Services after giving Town 10 days notice
of its intent to do so. In the event of such suspension, the Base Fee shall be increased to
include Consultant's reasonable costs of suspending and restarting the Services.
11. Termination of Contract. It is expressly understood that either party shall have the right to
terminate this agreement within five (5) days written notice to the other party. In such
event, Consultant shall deliver to the Town copies of all finished and unfinished surveys,
studies, documents, computer disks, and/or reports pertaining to the contract, and
Consultant shall be entitled to receive just and equitable compensation for any satisfactory
work completed as determined by the Town.
12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not
engage in nor permit others he may employ to engage in discrimination in the employment
of such persons based on race, color, religion, sex, sexual preference, age, or handicapped
conditions.
13. Miscellaneous.
A. Other Contract Provisions. Other contract provisions are set forth in Exhibit A. To
the extent that there are any inconsistencies with such Exhibit and the other portions
of this Agreement, the latter shall prevail.
B. Governing Law. The laws of the State of California shall govern this Agreement.
C. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remaining portions shall not be
affected unless the effect thereof would materially change the economic burden on
either party.
D. Successors in Interest Assignment. This Agreement shall be binding on the assigns
and successors in interest to both parties. Neither party may assign their obligations
under this Agreement without the written consent of the other party.
E. Entire Agreement Amendment. This Agreement represents the entire Agreement
between the parties. This Agreement may only be amended in writing.
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IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
CONSULTANT
TO
Dan Merkle, CEO
LEXIPOL, LLC
Alex D. McIntyre, Tow
TOWN OF TIBURON
APPROVED AS TO FORM:
~:;P ~ /r
Ann R. Danforth, Town Attorney
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11/30/2004 3:52 PH FROM=--_~ax Le:::~.J:ol LLC TO:
1 415 4352438 PAGE: 002 OF 003
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27281 Las Ramblas # 200
Mission Viejo, CA 92691-6324
949-218-9070
November 29, 2004
Mathew Odetto
Tiburon Police Department
1155 Tiburon Blvd
Tiburonl CA 94920
Dear Matt:
It was a pleasure to talk with you today. I hope the following will answer a few questions
that may arise in your consideration of our services,
Lexipol is the merger of Bruce Praet's policy manual system and Gordon Graham}s
innovatfve risk reduction system. We offer services to law enforcement based on
Gordon's 5 PWars of Success: People, Policy, Training, Supervision and Discipline.
We are very proud of our standard setting policy manual system 'vve have published over
the past six years. as it is increasingly adopted throughoutCalifornia. Our approach is
unique in process and product. We spent over two years developing a comprehensive
manual from scratch using our own legal expertise and the combined efforts of some top
law enforcement command staff. Our template starts wfth over 160 individual pOlicies
based on the latest statutory and case law, addressing every current issue from use of
force to sexual harassment to discipline to racial profiling and everything ro between.
Our entire manual is arranged consistent wit!"l CALEA standards and in anticipation of a
future POST accreditation program. Often an agency wilf have a few policies that are
not in our standard manual. During the development process we 1ncorporate such
unique pOlicies into the proper chapters so that they do not simpty get attached as
addendums. We constantly monitor areas affecting taw enforcement and revise the
content to its current version 31, We continue to develop new policies and improve
existing policies to reflect changes from precedent setting court decisions, legislation,
best practices, and new issues facing our subscribing agencies.
When you subscribe, the first phase of the manual development requires you (or your
assigned staff member) to complete our questronnaire and return it at your earliest
convenience. Once we receive the completed questionnaire and the initial agency
specific modffications are made to our existing policies, we will spend an average of 10-
15 additional hours working individually with your agency representative to further refine
the manual to the specific needs of the agency. Each of our staff members leading this
work'are California command level experienced law enforcement personnel. When that
11/30/2004 3:52 PH FROM: Fax Lexipol LLC TO:
1 415 4352438 PAGE: 003 OF 003
process is completed, we will send you a DRAFT of your manual for review with guide
sheets explaining the policy approach.
Once you have reviewed and approved the DRAFT, your manual will be completed with
you receiving ten 3-ring bound copies of the manual with your own photo ready artwork
on the cover (additional copies can be ordered at cost). Additionally, you wfll receive
your entire manual on CD~ROM (and/or disk) with a built in search engine compatible to
any existing local computer network for easy access. More fmportantly: virtually all
policies can be searched by subject matter, title or keyword. As the current list of over
200 subscribing agencies continues to grow, you also recetve the added benefit of input
from other leading agencies throughout the state.
Another unique aspect of our approach is that you are sent urgent updates as needed as
well as the entire manual being updated each year so that you never again need worry
about statutory and case law changes that affect your policies, Our manuat currently
includes over 250 statutory references that are constantly monltoredfor changes. Your
agency should expect to invest around 50 hours of combined staff time over a 4-month
period for the initial manual development/review and 8 hours each year on the updates.
Our base price fer the entire manual system is only $4,950, That price incfudes the
complete process of developing your agency specific manual, ten (10) printed and
bound copies, and your manual on CD-ROM. If you choose to add agency unique
policies afte~ review of the Draft, they can be added at $35 per policy. An agency of
your size may which to bUdget an additional $500 which is on the high side of what we
have seen previously. Thereafter, subscription to the annual update service is only
$1,950 each subsequent year. The savings in staff time alone far exceeds the nominal
cost of the manual and you wW never have to burden reluctant staff with the arduous
task of updating the manual and the inevitable overtime costs.
To summarize the four primary advantages to our policy approach; they are:
1. A usable, real world poficy manual devejoped by experienced California law
enforcement personnel and legal defense experts.
2. Policies that are court tested and successful in withstanding the numerous legal
challenges prevaJent today.
3, Annual updates keeping the agency compliant with changes from the variety of
influences affecting policy,
4. A custom ized manual incorporating any issues unique to the agency.
Please contact me directly with any questions that you or your associates may have. f
have enclosed a Table of Contents showing what we start with as a Template I also
have included a sample policy and the review guide sheet
Our webs site is at Lexipol.com and contains more detailed informatiqn along with
answers to "frequently asked questions". J will caH next month to offer any assistance in
your deliberation process. We look forward to working with you and your agency
AtyourserViC/Z, / // -t //
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Dan Merkle
CEO