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HomeMy WebLinkAboutP.R. NO. 25167 CONTRACT WITH LEXIPOL, LLC FOR ONLINE FIRE AND EMS TRAINING. City of rrrt rtltu Texas INTEROFFICE MEMORANDUM Date: September 21, 2026 To: The Honorable Mayor and City Council Through: Ron Burton, City Manager From: Mercer Nessour, Battalion Chief RE: PR 25167—Award a contract to Lexipol, LLC, for online fire and EMS training and an updated policy manual. The amount is not to exceed $50,000.00. Introduction: The City Council has been requested to approve a resolution authorizing the City Manager to enter into a contract with Lexipol,LLC, of Frisco, Texas, for online fire and EMS training and policy management services for the Port Arthur Fire Department,pursuant to Sourcewell Contract No. 102325-LXP, in an amount not to exceed$50,000.00. Background: The Port Arthur Fire Department requires a comprehensive training and policy management system to support employee training,policy distribution,personnel acknowledgments, compliance tracking, and operational readiness. Lexipol, LLC provides online fire and EMS training and policy management resources, including policy and procedure materials,training courses,daily training bulletins,policy updates,reporting capabilities, and tools for tracking employee training and policy acknowledgments. The proposed services will include implementation, agency-specific content development, online fire and EMS training, policy and procedure resources, supplemental manuals, policy training tools, and related compliance and reporting capabilities for the Port Arthur Fire Department. Lexipol, LLC has provided Quote No. Q-214499 for the requested services in an amount not to exceed $50,000.00. Staff analysis: The proposed Lexipol platform will provide the Port Arthur Fire Department with a centralized resource for managing training and departmental policies. The online training component will allow Fire Department personnel to access fire and EMS training courses and provide the Department with tools to monitor and document training activities. The policy management component will provide access to policy and procedure resources that are developed with consideration of applicable laws,regulations, and recognized industry practices. City of nrt tutor Ic_ius The system will also provide tools for distributing policies to personnel, documenting acknowledgments,tracking compliance, and maintaining related records. The City intends to procure these services through Sourcewell Contract No. 102325-LXP, a cooperative purchasing contract available to participating governmental entities. The proposed City contract will be subject to the terms of the cooperative contract, the vendor's quotation, and the City's applicable procurement requirements. Budget impact: Funding is available in the Fire Department Professional Services Account No. 001-19-047- 5420-00-30-000. The total expenditure authorized under the proposed resolution shall not exceed $50,000.00. Recommendation: The City Council approves the proposed resolution authorizing the City Manager to enter into a contract with Lexipol, LLC, of Frisco, Texas, pursuant to Sourcewell Contract No. 102325- LXP, for online fire and EMS training and policy management services for the Port Arthur Fire Department, in an amount not to exceed$50,000.00. p.r 25167 9/21/2026 MN -TN R RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH LEXIPOL, LLC, OF FRISCO, TEXAS, FOR ONLINE FIRE AND EMS TRAINING AND POLICY MANAGEMENT SERVICES, PURSUANT TO SOURCEWELL CONTRACT NO. 102325-LXP, IN AN AMOUNT NOT TO EXCEED $50,000.00; AUTHORIZING THE EXPENDITURE OF FUNDS FROM FIRE DEPARTMENT ACCOUNT NO. 001-19-047-5420-00-30-000 WHEREAS,the Port Arthur Fire Department requires a comprehensive system to support employee training,policy development and distribution,personnel acknowledgments, compliance tracking, and operational readiness; and WHEREAS, Lexipol, LLC, of Frisco, Texas, provides online fire and EMS training and policy management services, including policy and procedure resources, training courses, daily training bulletins, policy updates, reporting capabilities, and tools for tracking employee training and policy acknowledgments; and WHEREAS, the services to be provided by Lexipol, LLC include implementation services, agency-specific content development,online fire and EMS training,policy and procedure resources, supplemental manuals, policy training tools, and related compliance and reporting capabilities for the Port Arthur Fire Department; and WHEREAS, the proposed services are intended to provide the Port Arthur Fire Department with current training and policy resources designed to support applicable laws, regulations, recognized industry practices, and the operational needs of the Department; and WHEREAS, Lexipol, LLC has submitted Quote No. Q-214499 for the foregoing services in an amount not to exceed $50,000.00, attached hereto as Exhibit"A"; and WHEREAS, the City desires to procure the foregoing services from Lexipol, LLC pursuant to Sourcewell Contract No. 102325-LXP,subject to the terms and conditions of the City's contract and all applicable laws and procurement requirements; and WHEREAS, funding for the services is available in the Fire Department Professional Services Account No. 001-19-047-5420-00-30-000; and WHEREAS, the City Council finds that authorizing the City Manager to enter into the contract with Lexipol, LLC, as provided herein, is in the best interest of the City and will support the training,policy management, and operational needs of the Port Arthur Fire Department. NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR,TEXAS: p.r 25167 9/21/2026 MN-TN R Section 1: That the facts and opinions in the preamble are true and correct. Section 2: The City Council hereby authorizes the City Manager to enter into a contract with Lexipol, LLC, of Frisco, Texas, attached hereto as Exhibit "A", pursuant to Sourcewell Contract No. 102325-LXP, for online fire and EMS training and policy management services for the Port Arthur Fire Department, in an amount not to exceed $50,000.00. Section 3: Funding for the services authorized herein shall be provided from Fire Department Professional Services Account No. 001-19-047-5420-00-30-000. Section 4: That a copy of the Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED on this 6th day of October A.D.,2026, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor Council Members NOES: Charlotte M. Moses Mayor ATTEST: Christe Ned Whitley City Secretary p.r 25167 9/21/2026 MN -TN R APPROVED AS TO FORM: Roxann Pais Cotroneo City Attorney APPROVED FOR ADMINISTRATION: Ron Burton City Manager itL2P/Z Robert L. Havens Fire Chief APPROVED AS TO AVAILABILITY OF FUNDS: Lynda Bos 1, M.A., ICMA-CM Director of Finance (fir/ Lui Clifton Williams Purchasing Manager P.R. No. 25167 09/21/2026 MN Page 5 of 5 Q-214499 1EI1ILEXIPOL MASTER SERVICE AGREEMENT Created Date:06/10/2026 Initial Term Start Date: 10/01/2026 Initial Term End Date:09/30/2027 Account Executive Information Agency Information Jean Farmer Mercer Nessour Senior Account Executive Battalion Chief jfarmer@lexipol.com mercer.nessour@portarthurtx.gov (469) 257-0605 409-960-2597 Lexipol LLC Port Arthur Fire Department 2611 Internet Blvd.,Ste. 120 Sourcewell#: 61648 Frisco,Texas 75034 300 Waco Ave Port Arthur,Texas 77640 This Master Service Agreement (the "Agreement") is entered into by and between Lexipol, LLC, a Delaware limited liability company("Lexipol"), and the department, entity,or organization referenced above("Agency"). This Agreement consists of: (a)this Cover Sheet (b) Exhibit A-Selected Services and Associated Fees (c) Exhibit B-Description of Services (d) Exhibit C-Terms and Conditions of Service This Agreement is entered into subject to the terms and conditions contained in Sourcewell Contract Number 102325-LXP(the Sourcewell Contract). In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions set forth in the Sourcewell Contract,the terms and conditions of the Sourcewell Contract shall control. Q-214499 Each individual signing below represents and warrants that they have full and complete authority to bind the party on whose behalf they are signing to all terms and conditions contained in this Agreement. Port Arthur Fire Department Lexipol,LLC Signature: Signature: Print Name: Print Name: Title: Title: Date Signed: Date Signed: Q-214499 Exhibit A SELECTED SERVICES AND ASSOCIATED FEES Agency is purchasing the following: Order Summary 001 Lexipol Fire Policy, Procedure and Training Subscription (2026-10-01 to 2027-09-30) Qty Description Unit Price Disc(%) Disc Amount Tax Amount Extended 112 Fire Academy-(Fire Rescue 1) $11,250.00 20% $2,250.00 $0.00 $9,000.00 112 Annual Fire Supplemental $2,789.00 20% $557.80 $0.00 $2,231.20 Manual(s) 112 Annual Fire Procedures $2,128.00 20% $425.60 $0.00 $1,702.40 112 Fire Accreditation Workbench $0.00 0% $0.00 $0.00 $0.00 Basic 115 EMS Academy-(EMS1) $8,440.00 60% $5,064.00 $0.00 $3,376.00 112 Annual Fire Policy Manual&Daily $14,817.00 20% $2,963.40 $0.00 $11,853.60 Training Bulletins Discount: $11,260.80 Subtotal: $28,163.20 002 Implementation project-option 1 Qty Description Unit Price Disc(%) Disc Amount Tax Amount Extended 1 Fire Full Implementation $19,980.00 20% $3,996.00 $0.00 $15,984.00 112 OLL Implementation in LexOne $1,500.00 20% $300.00 _ $0.00 $1,200.00 1 Fire Agency-Specific Content $5,735.00 20% $1,147.00 $0.00 $4,588.00 Extraction Discount: $5,443.00 Subtotal: $21,772.00 Discount: $16,703.80 Subtotal: $49,935.20 Tax: Total Due: $49,935.20 Q-214499 Exhibit B Description of Services Successful adoption of Lexipol Online Training begins with proper setup and configuration. This service ensures your agency's training is deployed efficiently with our Implementation Specialists, helping agencies establish a solid foundation for ongoing training management. management,and that demand continuous skill development,compliance , • Public safety agencies face evolving challenges p9 leadership growth. Lexipol Online Training empowers agencies to build field-ready skills while improving operational efficiency and reducing administrative burden.With content developed by trusted EMS and industry experts, Lexipol Online Training provides agency leaders and personnel with the tools necessary to enhance compliance,build field-ready skills,and save time and resources. • 24/7 online and mobile app access that lowers overtime and travel expenses while supporting hands-on training opportunities • Full-length courses and videos grounded in real-world application • Automated alerts for overdue assignments and credential gaps,enhancing training oversight • Intuitive analytics dashboards and automated reporting to reduce paperwork and manual tracking • Structured learning plans and promotional tracks that guide onboarding, recertification, and career advancement • Public safety agencies face evolving challenges that demand continuous skill development,compliance management,and leadership growth. Lexipol Online Training empowers agencies to build field-ready skills while improving operational efficiency and reducing administrative burden.With content developed by trusted fire service and industry experts, Lexipol Online Training provides agency leaders and personnel with the tools necessary to enhance compliance, build field-ready skills,and save time and resources. • 24/7 online and mobile app access that lowers overtime and travel expenses while supporting hands-on training opportunities • Full-length courses and videos grounded in real-world application • Automated alerts for overdue assignments and credential gaps, enhancing training oversight • Intuitive analytics dashboards and automated reporting to reduce paperwork and manual tracking • Structured learning plans and promotional tracks that guide onboarding,recertification, and career advancement Policy Manual Constitutionally sound, up-to-date policies are the foundation for consistent, safe public safety operations and are key to reducing risk and enhancing personnel and community safety. Lexipol's comprehensive policy manual covers all aspects of your agency's operations. • More than 155 policies researched and written by public safety attorneys and subject matter experts • Policies based on State and federal laws and regulations as well as nationwide best practices • Content customized to reflect your agency's terminology and structure Daily Training Bulletins(DTBs) Even the best policy manual lacks effectiveness if it's not backed by training. Lexipol's Daily Training Bulletins are designed to help your personnel learn and apply your agency's policy content through 2-minute training exercises. • Scenario-based training ties policy to real-world applications • Understanding and retention of policy content is improved via a singular focus on one distinct aspect of the policy • Each Daily Training Bulletin concludes with a question that confirms the user understood the training objective • Daily Training Bulletins can be completed via computers or from smartphones,tablets or other mobile devices • Reports show completion of Daily Training Bulletins by agency member and topic Policy Updates Lexipol's legal and content development teams continuously review state and federal laws and regulations, court decisions and evolving best practices.When needed,we create new and updated policies and provide them to your agency, making it simple and efficient to keep your policy content up to date. • Updates delivered to you through Lexipol's web-based content delivery platform Q-214499 • Changes presented in side-by-side comparison against existing policy so you can easily identify modifications/improvements • Your agency can accept, reject or customize each update Web-Based Delivery Platform and Mobile App(Knowledge Management System) Lexipol's online content delivery platform,called KMS, provides secure storage and easy access to all your policy and training content,and our KMS mobile app facilitates staff use of policies and training completion. • Ability to edit and customize content to reflect your agency's mission and philosophy • Efficient distribution of policies, updates and training to staff • Archival and easy retrieval of all versions of your agency's policy manual • Mobile app provides in-the-field access to policy and training materials Reports Lexipol's Knowledge Management System provides intuitive reporting capabilities and easy-to-read reports that enhance command staff meetings and strategic planning. • Track and report when your personnel have acknowledged policies and policy updates • Produce reports showing completion of Daily Training Bulletins • Sort reports by agency member,topic and other subgroups(e.g., shift,assignment) • Reduce the time your supervisors spend verifying policy acknowledgement and training completion If Professional Services solutions are included in your purchase,the following additional terms apply: Cancellation and Rescheduling of Meetings Both the Customer and Vendor recognize that the nature of professional services engagements may necessitate changes to scheduled meetings due to unforeseen circumstances.In the event that either party needs to cancel or reschedule a planned meeting,the following terms shall apply: 1. Notice of Change:The party requesting the change must provide email notice to the other party as soon as reasonably possible.A minimum notice period of one(1)business day prior to the scheduled meeting time is required,except in cases of emergency. 2. Rescheduling Efforts:Upon receiving a notice of change,both parties agree to make a good faith effort to reschedule the meeting at a mutually convenient time.The party initiating the change shall propose at least two alternative dates and/or times within 5 business days of the original meeting date. 3. Emergency Cancellations:Recognizing that emergencies can arise,a shorter notice period may be acceptable at the discretion of the non-initiating party.In such cases,both parties agree to work collaboratively to reschedule the meeting as soon as possible. 4. Repeated Cancellations:If either party cancels or requests to reschedule meetings on more than three(3)occasions without adequate notice or justification,it may be considered a breach of the terms of this engagement,subject to review and discussion between the parties to address the impact on the project timelines and deliverables. 5. Communication:All notifications regarding meeting cancellations or rescheduling should be communicated through the designated points of contact for each party,using the agreed-upon methods of communication(e.g.,email,project management software). Time is of the essence: The parties agree that time is of the essence in the performance of the obligations under this Statement of Work(SOW).Lexipol Professional Service shall adhere to the project schedule,milestones,and delivery dates specified herein,recognizing that timely completion is a critical component of the services being provided.Lexipol will recommend a project schedule that has been successful in allowing agencies to complete their policy work within the prescribed timelines.These can be adjusted to fit the needs of the agency/staff availability,but any request by the agency to extend time for performance beyond timeline end dates must be mutually agreed upon by both parties.If Lexipol Professional Services observes that the project is at risk of exceeding the planned duration,an escalation email and conversation will take place with the agency CEO to notify of the schedule concern and discuss a remediation plan to address. Personnel Changes Lexipol acknowledges the importance of consistency and continuity in the resources allocated to this project to ensure its successful completion.While we endeavor to maintain the same personnel on the project throughout its duration,we reserve the right to change assigned resources as necessary.Changes in personnel may occur due to unforeseen circumstances such as illness,resignation,or other reasons that may prevent the originally assigned resources from continuing the project. In the event of a change in personnel,Lexipol guarantees that any new resources assigned will possess equivalent qualifications,experience,and expertise necessary to meet or exceed the project's requirements.We are committed to ensuring a seamless transition,minimizing any potential impact on the project timeline and quality of deliverables.Lexipol will provide timely notice to the Customer of any changes in project personnel,along with details of the replacement resource's qualifications and the plan for transition to maintain project continuity. If personnel changes happen on the Agency side of the project,Lexipol requests that the agency notify the Professional Services Specialist assigned to the project.The Specialist will then work with the agency contacts to determine if there will be a schedule delay while new resources are identified.Once the new resources are onboard,the Specialist will provide a project status overview,training on the KMS Platform,and review of how to view and make any revisions to policies already covered by the project.The project effort will not reset and Q-214499 begin from the beginning,however,to redo any policy decisions that were previously made.The project will resume at the point left off and cover the remaining policies and system functionality. All services listed in this SOW are services provided in conjunction with other Lexipol subscription services and cannot be ordered as a standalone offering. Supplemental Publication Service Lexipol's Supplemental Publication Service(SPS)streamlines the storage of your agency's content, giving you one place to access procedures,guidelines, general orders,training guides or secondary policy manuals. • Electronically links department-specific procedural or supplemental content to your policy manual • Provides electronic issuance and tracking for your agency's procedural or supplemental content • Allows you to create Daily Training Bulletins against your procedural content • Designed for standard operating guidelines, procedures,general orders or field guides 9 P 9 Fire Procedures • Clear and accessible procedures are imperative to ensure safe, effective and consistent emergency response and personnel interactions. Lexipol's fire procedures, based on national best practices, give you critical operational and administrative procedures as well as a template to build on.More than 35 best practice procedures designed to support safe and effective operations • Tactical procedures address the operations most often cited as contributing to firefighter injury or death as well as the most common call types • Administrative procedures address the areas of highest legal liability as well as best practices for organizational success • Scenario-based training reinforces live training • Mobile-friendly decision trees and checklists prevent essential steps from being missed Q-214499 Exhibit C Terms and Conditions of Service These Terms and Conditions of Service(the"Terms")govern the rights and obligations of Lexipol, LLC("Lexipol")and the Agency identified in the agreement or cover sheet to which these Terms are attached. Lexipol and the Agency are sometimes referred to herein as a"Party"and collectively as the"Parties."Authorized end users may access and use the Services only through the Agency's rights under this Agreement. 1. Definitions. Each of the following capitalized terms will have the meaning included in this Section. Other capitalized terms are defined within their respective sections, below. 1.1 "Agency" means the department, agency, office, organization, company, or other entity purchasing and/or subscribing to Lexipol Services, as may be further denoted on the cover sheet to which these Terms are attached. 1.2 "Agency Data" means all data, information, and content owned by the Agency for purposes of identifying authorized users, confirming departmental information,or which are ancillary to receipt of Lexipol Services. 1.3 "Agreement" means the contract documents to which these Terms are attached, including the applicable agreement, cover sheet, pricing exhibit, and any incorporated exhibits or addenda. 1.4 "Custom Agreement Terms"means special contractual terms contained in the applicable cover sheet,pricing exhibit,order form,or similar transaction document. In the event of a conflict,the Custom Agreement Terms will control over these Terms, but only to the extent of the conflict and only where specifically defined as"Custom Agreement Terms." 1.5 "Initial Term" means the period beginning on the Initial Term Start Date and ending on the Initial Term End Date. 1.6 "Initial Term Start Date"is specified on the cover sheet and represents the first day of the Initial Term. 1.7 "Initial Term End Date"is specified on the cover sheet and represents the last day of the Initial Term. 1.8 "Online Services"means all services offered by Lexipol and its partners,affiliates,and licensors through online, internet-based platforms that require account-based access. Online Services include,without limitation, Lexipol's Policy, Training, Reports,Wellness, and Grants Management services. 1.9 "Lexipol Content"means all content in any format including but not limited to written content,images,videos, data, information,software, multimedia,information,and other materials provided by Lexipol and/or its licensors via the Services. 1.10 "Professional Services" means those Services that are not part of Lexipol's Online Services and that require the direct professional expertise of Lexipol personnel and/or contractors, including implementation or technical support for Online Services, accreditation consulting, grant writing, and projects requiring regular input from Lexipol's subject matter experts. Professional Services may also be referred to as"One-Time"Services in Lexipol's pricing sheets and service descriptions. 1.11 "Services" means all products and services, including but not limited to all Online Services, software subscriptions, content licensing, Professional Services, and ancillary support services as may be offered by Lexipol and/or its affiliates. 1.12 "Sponsor Organization" means a governmental or quasi-governmental risk pool, joint powers authority, intergovernmental risk-sharing organization, or similar entity that provides risk management, insurance, claims administration, training, accreditation, policy, loss-control,financial sponsorship or related services to Agency. 2. Term; Termination. This Agreement is effective and enforceable when signed by Agency. It begins on the Initial Term Start Date and will continue through the Initial Term.At the end of the Initial Term,this Agreement will renew for successive one- year periods(each, a"Renewal Term")unless either Party gives written notice of non-renewal at least sixty(60)days before the end of the then-current term.The Initial Term and all Renewal Terms collectively comprise the"Term"of this Agreement. NOTE: Expiration or termination of this Agreement will not relieve either Party of any obligation or liability accrued before the effective date of expiration or termination, including payment obligations, whether based on renewal or otherwise. Fees are not eligible for refund, proration, or offset in the event of termination for convenience by Agency. Copyright©Lexipol, LLC 1995-2026 Rev.7.28.2026 1 Q-214499 3. Invoicing; Fees. Lexipol will invoice Agency at the commencement of the Initial Term and thirty (30) days prior to the commencement of each Renewal Term, if applicable. Agency agrees to remit payment within thirty(30)calendar days of receipt of Lexipol's invoice. Payments may be made through Lexipol's online customer portal or by mailing a check to Lexipol,LLC at PO Box 676232 Dallas, TX 75267-6232 (Attn: Accounts Receivable). Agency is responsible for all third-party fees incurred when paying electronically. Lexipol reserves the right to increase fees for Renewal Terms following notice to Agency. All fee amounts stated in Lexipol's pricing sheets are exclusive of taxes. Unless otherwise exempt,Agency is responsible for and will pay in full all taxes related to receipt of Lexipol's Services. If Agency is exempt, it must send its exemption certificate(s)to taxes@lexipol.com. 4. Terms of Service.The following provisions govern access to and use of Lexipol's Services: 4.1 Account Management. Access to Lexipol's Services is personal and unique to Agency. Agency agrees it will not assign, transfer, or provide access to Lexipol Services to any third party without Lexipol's prior written consent. Agency is responsible for maintaining the security and confidentiality of Agency's usernames and passwords and the security of Agency's accounts.Agency will immediately notify Lexipol if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency's account or Agency's usernames and/or passwords.Any violation of this Section may be considered a material breach resulting in suspension of Service or termination of this Agreement by Lexipol. 4.2 Agency Data.Lexipol's use of Agency Data is limited to providing and improving the Services,retaining records in the regular course of business, and complying with applicable legal obligations.Agency acknowledges and agrees that Lexipol may(a)share Agency Data among and between the Services(including across different Lexipol products,modules,and offerings) to enable provisioning, administration, support, analytics, reporting, interoperability, and product improvements; and (b)disclose Agency Data to Agency's Sponsor Organization(s) (if applicable) and their administrators, brokers, consultants, and service providers, solely to support Agency's participation in risk management, training, accreditation, policy, loss-control, claims, or related programs, and for reporting and benchmarking purposes for such programs, in each case to the extent permitted by applicable law. Lexipol will use commercially reasonable efforts to ensure the security of all Agency Data, including technical and organizational measures to protect Agency Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. Lexipol will implement and maintain a written information security program reasonably designed to protect Agency Data and appropriate to the nature of the Services and the Agency Data processed by Lexipol. Lexipol will notify Agency without undue delay after confirming any unauthorized access to or acquisition of Agency Data in Lexipol's possession or control,as required by applicable law.For information related to Lexipol's information security programs, Agency may contact Lexipol's compliance team. 4.3 Intellectual Property; Use of Content. Lexipol's Services and all Lexipol Content are proprietary and, where applicable, protected under U.S.copyright,trademark, patent, and/or other applicable laws.When subscribing to Lexipol's Online Services,Agency and its authorized personnel receive a personal,limited, non-exclusive,non-sublicensable,and non-assignable license to access and use the Services in conformity with these Terms. Nothing contained in this Agreement, and no course of dealing, shall be construed as conferring any right of ownership to Lexipol's Services or Lexipol Content. Except for the limited rights expressly granted in this Agreement, Lexipol and its licensors reserve all rights,title, and interest in and to the Services and Lexipol Content, and no implied licenses are granted. Lexipol Content may be incorporated into Agency's own policies and materials, but Agency may not otherwise share, upload, or distribute Lexipol Content with private, for-profit, or commercial third parties, or commercialize Lexipol Content in any way.Agency acknowledges and agrees that Lexipol shall have no responsibility to update the Lexipol Content used by Agency beyond the Term of this Agreement and that Lexipol hereby disclaims and shall have no liability whatsoever for Agency's reliance on or use of modified or derivative forms of Lexipol Content including, without limitation, any revision, abridgement, condensation, expansion, compilation, or any other form in which Lexipol Content, or any portion thereof, is recast, transformed, adapted, or modified from its original form. Regarding policy content and policy manuals, Agency specifically acknowledges and agrees that,prior to use and final publication,all Agency policies and daily training bulletins (DTBs)have been individually reviewed and adopted by Agency.Agency further acknowledges and agrees that it,and not Lexipol, is considered the"policy maker"regarding each such policy and DTB. 4.4 Restrictions on Use of Third-Party Platforms (including Al). Agency will not upload, input, transmit, or otherwise provide any Lexipol Content (including but not limited to policy content, training materials, wellness materials, drafts, DTBs, templates, or other materials that incorporate or are derived from Lexipol Content)to any third-party website, application, platform, or service (including any generative Al or machine learning model, tool, or service), except (a) as expressly permitted herein or separately in writing by Lexipol, or (b) to the extent required to publish Agency's final adopted policies for Agency's internal governmental use or public posting in the ordinary course, provided that such posting does not disclose Lexipol Confidential Information or trade secrets beyond what is embodied in Agency's final adopted policies. Without limiting the foregoing,Agency will not use any third-party platform in a manner that(i)trains,fine-tunes, or improves a third party's models on Lexipol Content, (ii) makes Lexipol Content available to other customers or users of that third party platform, or (iii) enables extraction of Lexipol Content except as part of Agency's final adopted policies. For Clarity,this Section does not prohibit Agency from using generally available document storage, email or collaboration platforms solely for internal operations, provided Agency does not authorize those platforms to train or improve models on Lexipol Content and restricts access to authorized users. Copyright©Lexipol, LLC 1995-2026 Rev.7.28.2026 2 Q-214499 5. Confidentiality.Each Party may disclose information to the other Party that would be reasonably considered confidential, including Agency Data (collectively, "Confidential Information"). Upon receiving such Confidential Information, each Party will: (a) limit disclosure of such Confidential Information to authorized representatives only; (b) advise its personnel and agents of the confidential nature of such Confidential Information and of the obligations set forth in this Agreement; and (c) not disclose any Confidential Information to any third party unless expressly authorized by the disclosing Party.Notwithstanding the foregoing,this section shall not operate to limit Agency's disclosure authority pursuant to a valid governmental,judicial,or administrative order, subpoena,regulatory request,Freedom of Information Act request,Public Records Act request,or equivalent,provided that Agency notifies Lexipol of such disclosure, to the extent practicable, such that Lexipol may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of Lexipol's Confidential Information and trade secrets. 6. Warranty. LEXIPOL WARRANTS THAT THE SERVICES WILL MATERIALLY CONFORM TO THE APPLICABLE DESCRIPTION OF SERVICES DURING THE TERM AND THAT PROFESSIONAL SERVICES, IF ANY,WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER. AGENCY'S SOLE AND EXCLUSIVE REMEDY, AND LEXIPOL'S ENTIRE LIABILITY, FOR A BREACH OF THE FOREGOING WARRANTIES WILL BE FOR LEXIPOL TO REPERFORM THE NONCONFORMING SERVICES OR, IF LEXIPOL CANNOT DO SO WITHIN A REASONABLE TIME, TO TERMINATE THE AFFECTED SERVICES AND REFUND THE PREPAID, UNUSED FEES FOR THE TERMINATED PORTION. BEYOND THE FOREGOING, LEXIPOL'S SERVICES ARE PROVIDED "AS IS," AND LEXIPOL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND NON-INFRINGEMENT. 7. Indemnification. Lexipol will indemnify,defend,and hold harmless Agency from and against any third-party claim to the extent alleging that the Services, as provided by Lexipol and used by Agency as permitted under this Agreement, infringe or misappropriate such third party's intellectual property rights,and will pay resulting damages,judgments, settlements approved by Lexipol, and reasonable attorneys'fees awarded by a court or included in a settlement approved by Lexipol. Lexipol will have no obligation under this Section to the extent a claim arises from (a)Agency Data, (b) modifications not made by Lexipol, (c) use of the Services in combination with items not provided by Lexipol, if the claim would have been avoided but for such combination, or (d) use of the Services other than as permitted under this Agreement. Agency must (i) promptly notify Lexipol in writing of any indemnified claim, (ii)allow Lexipol to control the defense and settlement of the claim,and(iii)reasonably cooperate with Lexipol. Lexipol will not settle any claim in a manner that imposes any admission of fault or ongoing payment obligation on Agency without Agency's prior written consent, not to be unreasonably withheld,conditioned,or delayed. 8. Limitation of Liability. Each Party's cumulative liability resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the aggregate amount of fees paid by Agency to Lexipol during the twelve-month period immediately prior to the assertion of such claim, demand, or action. In no event shall either Party be liable for any indirect, incidental, consequential, special, or exemplary damages, or for any lost profits, revenues, business opportunities, or goodwill. Nothing in this Section limits a Party's obligation to pay amounts properly due and owing under this Agreement. 9. General Terms. 9.1 Entire Agreement. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements with respect to the subject matter hereof. No representation, promise, or statement of intention has been made by either Party that is not embodied herein. Terms and conditions set forth in any purchase order or other document that are inconsistent with or in addition to the terms and conditions set forth in this Agreement are rejected in their entirety and void, regardless of when received,without further action.No amendment,modification,or supplement to this Agreement shall be binding unless it is made in writing and signed by both Parties. 9.2 General Interpretation.The terms of this Agreement have been chosen by the parties hereto to express their mutual intent. This Agreement shall be construed equally against each party without regard to any presumption or rule requiring construction against the party who drafted this Agreement or any portion thereof. 9.3 Invalidity of Provisions. Each provision contained in this Agreement is distinct and severable.A declaration of invalidity or unenforceability of any provision or portion thereof shall not affect the validity or enforceability of any other provision. Should any provision or portion thereof be held to be invalid or unenforceable,the parties agree that the reviewing authority should endeavor to give effect to the parties' intention as reflected in such provision to the maximum extent possible. 9.4 Governing Law; Venue. Each party shall maintain compliance with all applicable laws, rules, regulations, and orders relating to its obligations pursuant to this Agreement.This Agreement shall be construed in accordance with,and governed by,the laws of the state in which Agency is located,without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply.To the extent permitted by applicable law,the state and federal courts located in the state in which Copyright©Lexipol, LLC 1995-2026 Rev.7.28.2026 3 Q-214499 Agency is located will have exclusive jurisdiction over any action arising out of or relating to this Agreement, and each Party irrevocably submits to the personal jurisdiction of those courts for that purpose. 9.5 Assignment.This Agreement may not be assigned by either party without the prior written consent of the other. Notwithstanding the foregoing,either Party may assign this Agreement without the other Party's consent to a successor in interest in connection with a merger,acquisition,consolidation,or sale of substantially all of the assigning Party's assets, provided that the assignee assumes this Agreement. 9.6 Waiver. Either Party's failure to exercise, or delay in exercising, any right or remedy under any provision of this Agreement shall not constitute a waiver of such right or remedy. 9.7 Notices.Any notice required hereunder shall be in writing and shall be made by certified mail(postage prepaid) to known,authorized recipients at such address as each party may indicate from time to time. In addition,electronic mail(email)to established and authorized recipients is acceptable when acknowledged by the receiving party. Copyright©Lexipol, LLC 1995-2026 Rev.7.28.2026 4 Q-214499 lj[ LEXIPOL Lexipol Solutions Proposal for Port Arthur Fire Department Prepared for: Lexipol LLC Prepared by: Jean Farmer jfarmer@lexipol.com (469) 257-0605 Lexipol LLC 2611 Internet Blvd., Ste. 120 Frisco,Texas 75034 www.lexipol.com