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059-19 - Lexipol - Contract Poulsbo and Port Orchard Police DeptDocuSign Envelope ID: C04F43F4-16B9-4ABE-8F19-6AD24E34F2BB nommommemb 1111FLEXIPOL Agreement Authorizing Use of Modified LeAp l Content This Agreement between Pauisbo Police Department, WA (Donor Agency), Lex ipol LL (Lex ipol), a rid Port Orchard Police Department, WA (Receiving Agency) is for the purpose of authorizing the utilization of Donor Agency developed Policy content which utilized Lex ipoI Wash lIn ton Blaster Content i n the development process, in order to streamline Receiving Agency's Policy implementation process in accordance with this Agreement granting the Right to Use. Under the terms of their subscription Agreernent with Le x ipo1, Receiving Agency will receive access to Lex ipoI's 1 ashington State Master Content as well as the Donor Agency's content and may at their discretion revert back to the Lex1 pol content. The Donor Agency content was developed by Donor Agency based on Lexipol fluster Content for the State of Washington. Although Le ipol's Washington State blaster Content was utilized in the development of the Poulsbo Police Department policies to be provided to Receiving Agency, the content to be provided to Receiving Agency is not solely Lexipol blaster Content as it has been Modified by Donor Agency and therefore is subject to the following: 1. The parties to this Agreement hereby acknow[edge and agree that any and all Policies uti lined b Le Jpol and Receiving Agency pursuant to this Agreement have been individually reviewed, custom -rued and adopted by Donor Agency for use by Donor Agency. Donor Agency hereby grants Le ipol are unlirnited, non- exclusive., royalty -free right to access and use Donor Agency's Policies to display, publish and distribute the same to Receiving Agency and further grants Receiving Agency the Right to Use those policies subject to the terms of this Agreement. . Donor Agency has authorized Lexipol to down load Donor Agency's Po icier to the Lex ipoI Know ledge Management System (1 i 1 ) as blaster Content for Receiving Agency, provided such use by Levi pol and b Receiving Agency shall be for the -sole purpose of assisting Receiving Agency by utilizing content that has already been 'modified to address unique requir'ennents reJnted to Washington Agencies by Donor Agency and as such, the content cannot be guaranteed by Lexipol. . Receiving Agency hereby acknowledges and agrees that any and all Policies utilized by Lexipol and ReceivIng Agency pursuant to this Agreement have been individually reviewed, customized and adopted b Donor Agency and may be further modified by Receiving Agency for use by Receiving Agency. Receiving Agency further acknowledges and agrees that neither Lexipol, nor any of its agents, employees ployees or representatives, nor Donor Agency shall be considered "policy makers" in any legal or other sense and that the chief executive of Receiving Agency will, for all purposes, be considered the ##policy rnaker" and therefore Lexipol and Donor Agency will not be responsible for, nor wlill Lexipol or Donor Agency accept any liability for the content thereof. 4. This Agreement does not create a partnership, association or joint venture between Lexipol and either the Donor or Receiving Agency. DocuSign Envelope ID: C04F43F4-16B9-4ABE-8F19-6AD24E34F2BB Lexipol 5. The term of this Agreement will commence 'immediately upon execution of this Agreement and will continue until the expiration or termination of Subscription Agreements of both Agencies with Le i pol. The rights and obligations of the Parties shall -survive the expiration or termination of this Agreement for are reason whatsoever and at no further cost to Le i por or the Agencies. All other terms and conditions of the Subscription Agreements between Le i pol and Donor Agency or Receiving Agency and Le ipol LLC remain unchanged. M WITNESS WHEREOF, the Pou Is bo Police Department, Port orchard Police Department, and Le i po l have executed the is agree rn le nt ors the day a rid area r -set forth be] ow. 8/27/2019 Efate: % .. Date: 9. r-, 2&1Y LEA PEA L, LL EDocuSigned by: Ua.V, N-oUa14 E730CB10CB894D6... By, Van Holland, CFO Port Orchard Police Denartment Bf row'elroo- 0 ram/ Cc -