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HomeMy WebLinkAboutP-22-447 Lexipol.pdf coU�� County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet•Graphics• Purchasing •Security•Technology O� 185 O �R_VS PROCUREMENT AGREEMENT Agreement Number P-22-447 October 12, 2022 Lexipol 2611 Internet Blvd., Ste 100 Frisco, TX 75034 The County of Fresno (County) hereby contracts with Lexipol (Contractor)for Wellness Support Services in accordance with the text of this agreement and Attachment"A", by this reference made a part hereof. TERM: This Agreement shall become effective November 1, 2022 and shall remain in effect through October 31, 2025. EXTENSION: This Agreement may be extended for two (2)additional one (1)year periods by the mutual written consent of all parties. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment"A" attached, at the rates set forth in Attachment"A". ORDERS: Orders will be placed on an as-needed basis by Fresno County Probation Department under this contract. For avoidance of doubt, Contractor's provides a wellness SaaS solution that is based on annual subscriptions. Orders must be completed prior to each annual subscription period. PRICES: Prices shall be firm for the contract period. MAXIMUM: In no event shall wellness platform subscription fees paid under this Agreement exceed thirty thousand dollars per year($30,000) and one hundred fifty thousand dollars ($150,000.00) during the total possible five-year term of this Agreement. ADDITIONAL ITEMS: The parties reserve the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The wellness platform is delivered entirely online via app download from the Apple App Store and Google Play Store directly onto subscriber devices. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. 333 W. Pontiac Way, Clovis, CA 93612/(559) 600-7110 *The County of Fresno is an Equal Employment Opportunity Employer PROCUREMENT AGREEMENT NUMBER: P-22-447 Page 2 Lexipol October 12, 2022 TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30)days written notice to the Contractor. Subscription fees paid or owing prior to any termination are nonrefundable. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter(e.g., litigation or audit), whichever is later. Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Pay all claims for damage to property in any manner arising from Contractor's operations under this Agreement. Indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from any and all claims for damage or other liability, including costs, expenses (including attorney's fees and costs), causes of action, claims or judgments resulting directly from Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney's fees and costs), damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement(JPA)throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis. County may require specific coverage including completed operations, product liability, contractual liability, Explosion- CollapseUnderground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance: Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's P-22-447 Lexipol.docx PROCUREMENT AGREEMENT NUMBER: P-22-447 Page 3 Lexipol October 12, 2022 policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker's compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation, but Contractor's waiver of subrogation under this paragraph is effective whether or not Contractor obtains such an endorsement. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Probation Department at ProbationContracts@fresnocountyca.gov, stating that such insurance coverage have been obtained and are in full force; that the County of Fresno, its officers, agents and employees will not be responsible for any premiums on the policies; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or changed without a minimum of thirty(30) days advance, written notice given to County. Certificates of Insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A FSC VII or better. COMING ON COUNTY PROPERTY TO DO WORK: Contractor agrees to provide maintain and furnish proof of Comprehensive General Liability Insurance with limits of not less than $500,000 per occurrence. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee,joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. P-22-447 Lexipol.docx PROCUREMENT AGREEMENT NUMBER: P-22-447 Page 4 Lexipol October 12, 2022 AMENDMENTS: This Agreement constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1)the text of this Agreement (excluding Attachment"A"), and (2)Attachment"A. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An "electronic signature" means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an original handwritten signature; or(3)an electronically scanned and transmitted (for example by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each other party may rely upon that representation. OWNERSHIP OF PLATFORM AND CONTENT; RIGHT TO USE: Contractor's Wellness Applications, including all underlying software, code, content (in any form), and media, are proprietary and protected, where applicable, under United States copyright, trademark, and patent laws. Contractor and its licensors retain all right, title, and interest in and to the Wellness Applications (including, without limitation, all intellectual property rights), including all copies, modifications, extensions, and derivative works thereof. County's right to access and use the Wellness Applications is limited to the terms herein and any applicable terms of use. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Susan Walker, Purchasing Technician, at 559-600-7111 or suwalker@fresnocountyca.gov. P-22-447 Lexipol.docx PROCUREMENT AGREEMENT NUMBER: P-22-447 Page 5 Lexipol October 12, 2022 FOR THE COUNTY OF FRESNO pp pp Digitally signed by Gary Cornuelle Gary O rn U e I I e Date:2022.10.21 15:00:59-07'00' Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC:slw P-22-447 Lexipol.docx PROCUREMENT AGREEMENT NUMBER: P-22-447 Page 6 Lexipol October 12, 2022 CONTRACTOR TO COMPLETE: Company: Lexipol, LLC Type of Entity: ❑ Individual ❑■ Limited Liability Company ❑ Sole Proprietorship ❑ Limited Liability Partnership ❑ Corporation ❑ General Partnership 2611 Internet Blvd. Frisco TX 75034 Address City State Zip (844) 312-9500 compliance@lexipol.com TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Jan Roos,Vice President&General Counsel Manu Mittal, Chief Financial Officer Print Name &Title: Print Name &Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 34309999 Account No.: 7295 Requisition No.: 3430230167 (08/2022) P-22-447 LexipoLdocx PROCUREMENT AGREEMENT NUMBER: P-22-447 Attachment"A" Lexipol 1 of 5 10/12/2022 lj LEXPOL I SOLUTIONS PROPOSAL PREPARED FOR: Fresno County Probation Department Deputy Chief Cliff Downing cliffdowning@fresnocountyca.gov (559) 600-4984 PREPARED BY: Rosemarie Curran rcurran@lexipol.com (949) 272-5818 2611 Internet Blvd, Ste 100 Frisco, Texas 75034 (844) 312-9500 www.lexipol.com PROCUREMENT AGREEMENT NUMBER: P-22-447 Attachment"A" Lexipol 2 of 5 10/12/2022 Executive Summary Public safety agencies and local government organizations today face challenges of keeping personnel safe and healthy, reducing risk and maintaining a positive reputation. Add to that the dynamically changing legislative landscape and evolving best practices, and even the most progressive, forward-thinking departments can struggle to keep up. Lexipol's solutions are designed to save you time and money while protecting your personnel and your community. Our team consists of professionals with expertise in public safety law, policy, state and federal accreditation, training, mental and physical wellness and grants. We continually monitor changes and trends in legislation, case law and best practices and use this knowledge to create policies, training, wellness resources and funding services that minimize risk and help you effectively serve your community. THE LEXIPOL ADVANTAGE Lexipol was founded by public safety experts who saw a need for a better, safer way to run a public safety agency. Since the company launch in 2003, Lexipol has grown to form an entire risk management solution for public safety and local government. Today, we serve more than 10,000 agencies and municipalities and 2 million public safety and government professionals with a range of informational and technological solutions to meet the challenges facing these dynamic industries. In addition to providing policy management, accreditation, online training, wellness resources, and grant assistance, we provide 24/7 industry news and analysis through the digital communities Police1, FireRescue1, Corrections1, EMS1 and Gov1. Our customers choose Lexipol to make an investment in the safety and security of their personnel, their agencies and their communities. We help agencies address issues that create substantial risk, including: • Inconsistent and outdated polices • Lack of technology to easily update and issue policies and training electronically • Unchecked mental health needs of staff • Difficulty keeping up with new and changing legislation and practices • Inability to produce policy acknowledgment and training documentation • Unfamiliarity of city legal resources with the intricacies of public safety law • The need to secure grant funding for critical equipment, infrastructure and personnel Lexipol is backed by the expertise of 440 employees with more than 2,075 years of combined experience in constitutional law, civil rights, ADA and discrimination, mental health, psychology, labor negotiations, Internal Affairs, use of force, hazmat, instructional design, federal and state grants and a whole lot more. That means no more trying to figure out policy, achieve accreditation, develop training or wellness content, or secure funding on your own. You can draw on the experience of our dedicated team members who have researched, taught and lived these issues. We look forward to working with Fresno County Probation Department to address your unique challenges. Copyright 2020© Lexipol-Rev 6/28/2018 Page 2 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-447 Attachment"A" Lexipol 3 of 5 10/12/2022 Scope of CordicoShield Law Enforcement Wellness Solution Law enforcement agencies are increasingly recognizing the need to provide personnel with mental and behavioral health resources. The Cordico law enforcement wellness solution enables agencies to provide customized,confidential, mobile wellness resources. Our law enforcement app includes a complete range of self-assessments as well as continuously updated videos and guides on more than 60 behavioral health topics-all designed specifically for first responders. Also included are online accredited wellness courses covering such topics as managing stress, post-traumatic stress disorder, family and work relationships,and fitness and nutrition. • Connect your personnel to confidential assessments and counseling resources • Strengthen your wellness culture and empower your peer support team • Help officers cope with the effects of critical events and chronic exposure • Improve officer decision-making,empathy and resiliency,which in turn enhances police/community relations • Support department retirees and family members (included with agency subscription) Peer&Chaplain Support Peer support teams and chaplains provide invaluable assistance to public safety personnel—but personnel don't always know who these members are or how to contact them. Cordico's wellness app allows for the integration of your agency's peer support and/or chaplains, making it easy for members to quickly connect when they need support. • Include profiles of your peer support team and chaplains in the app so personnel can see their photos, backgrounds, areas of specialty,etc. • Enable confidential,one-on-one conversations without the need to go through an agency or city intranet • Increase usage of peer support and chaplain services CrisisAlert®One-Touch Dialing Cordico's CrisisAlert one-touch dialing feature allows personnel who need help to instantly dial all peer support or chaplains with one touch—anonymously. The peer support team member or chaplain who answers first is connected to the employee seeking assistance,and the other team members don't know who called. This creates an easier and more trusted way for personnel to access your peer support and chaplain resources.Your personnel don't have to determine who's on duty,who's available or how to reach them. Therapist Finder Individuals in crisis or suffering from depression or anxiety don't need additional roadblocks to getting help. But often, that's exactly what happens when public safety personnel try to access counseling services. Cordico's Therapist Finder simplifies and streamlines the process, making it easy for your personnel to locate therapists near them that are approved through the agency's insurance plan. • Include profiles of therapists in the app so personnel can see their photos, backgrounds,areas of specialty, etc. • Connect personnel to therapists your agency has vetted as being experienced with treating public safety personnel • Show therapist locations on an interactive map • Enable personnel to instantly contact therapists for in-person visit or teletherapy via a confidential portal Dr. Gilmartin Survival Videos Cordico is the only app featuring content from Dr. Kevin Gilmartin,the world-recognized behavioral scientist and educator. Dr. Gilmartin's seminar book,Emotional Survival for Law Enforcement, is considered the definitive guide on emotional and mental wellbeing for officers. The Cordico law enforcement app includes exclusive videos from Dr. Gilmartin on topics ranging from hypervigilance to how law enforcement changes people to the characteristics of emotional survivors. Fitness, Nutrition, and Injury Prevention Recognizing that wellbeing is not just about mental and emotional health, Cordico's wellness apps include resources to support fitness, nutrition and injury prevention. • Yoga videos offered through an exclusive partnership with Yoga For First Responders • Nutrition guides Copyright 2020©Lexipol-Rev 6/28/2018 Page 3 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-447 Attachment"A" Lexipol 4 of 5 10/12/2022 • Guided meditations • Sleep sounds • Ability to add agency-specific fitness videos,workout of the day,training videos,etc. Copyright 2020©Lexipol-Rev 6/28/2018 Page 4 of 5 PROCUREMENT AGREEMENT NUMBER: P-22-447 Attachment"A" Lexipol 5 of 5 10/12/2022 Proposal Prepared By: Rosemarie Curran Quote #: Q-32793-2 Phone: (949) 272-5818 Date: 2/16/2022 Email: rcurran@lexipol.com Valid Through: 12/15/2022 • Lexipol empowers first responders and public servants to best meet the needs of their residents safely and responsibly. We are the experts in policy, training and wellness support, committed to improving the quality of life for all community members. Our solutions include state-specific policies, online learning, behavioral health resources, funding assistance, and industry news and information offered through the websites Police1, FireRescue1, EMS1 and Corrections1. Lexipol serves more than 2 million public safety and government professionals in over 10,000 agencies and municipalities. The services proposed below are designed to meet your agency's specific goals and needs. QTY DESCRIPTIONEXTENDED 1 CordicoShield Law Enforcement Wellness App (12 Months) USD 30,000.00 USD 30,000.00 Subscription Line Items Total USD 30,000.00 USD 30,000.00 TOTAL: 1 USD 30,000.00 Copyright 2020©Lexipol-Rev 6/28/2018 Page 5 of 5