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HomeMy WebLinkAboutAgreements/Contracts - Sheriff & JailGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Si1G1"Iff`S Office REQUEST SUBMITTED BY:Josh Sainsbury CONTACT PERSON ATTENDING ROUNDTABLE: X02 Kriete CONFIDENTIAL INFORMATION: DYES LINO DATE:3/4/24 PHONE:509-750-7306 p • ®• ® ... DAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ABPA Related []Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds [:]Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU []Minutes ❑Ordinances ❑Out of State Travel El Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution 1:1 Recommendation ❑Professional Sery/Consultant ❑Support Letter ❑Sur lus Req. p q ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB *3 111114 !j"T 113 0 9 ;1111 L-MA4 Wivi g I Mg 0M- ® -Im 2024 Public Safety Insights LLC Contract. This is a portable cell tower for our use. We are agreeing to deploy the tower for them. DATE OF ACTION: °(�, Z." APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO: BAR 0 y 202 4 .ues-...,. "_w:�:Y.lLMWR�R/�.gG',iMyfSY'�ISC��'tCla3e, git%+GYYLL, ' io,� � �� tl •` K24-076 PUBLIC SAFETY INSIGHTS, LLC PROPERTY USE AND HOSTING AGREEMENT THIS AGREEMENT is entered into by and between Public Safety Insights, LLC, an Oregon limited liability company, ("PSI") and Grant County Sheriff's Office, a public entity of the State of Washington ("Host Agency" or "Host"), for the purpose of establishing the terms and conditions for the provision and use of specialized communication equipment by PSI to Host Agency. PSI also owns the assumed business name of Strike Team Communications ("STC"). RECITALS 1. PSI is in the business of providing mini cell towers, also known as compact rapid deployable towers, ("CRDs") to augment ATT/FirstNet's wireless broadband network that is exclusive to first responders, i.e., fire and emergency responders. 2. As part of its Response Operations Program, ATT/FirstNet has an agreement with PSI wherein PSI will provide CRD's to enhance the communications of first responders during significant emergencies at select locations. 3. Host Agency is a first responder, and desires to take possession of and host a CRD, with the understanding that Host Agency will have the right to use the CRD and the data plan for all official uses when the CRD is not deployed by PSI pursuant to its agreement with ATT/FirstNet. 4. The purpose of this Agreement is to establish the terms and conditions of deployment of CRDs by PSI to the Host Agency and by Host Agency to Emergencies as dispatched. NOW, THEREFORE, in consideration of the above recitals, which are contractual agreements of the parties, and the following terms and agreements between the parties, and other good and valuable consideration between the parties, the receipt and sufficiency of which are acknowledged, the parties agree as follows: AGREEMENT 1. PSI's Rights, Duties and Obligations. PSI agrees to the following: a. Supply and Deliver Equipment. PSI will provide the Host Agency with one CRD unit. The CRD, together with supporting equipment, the "Equipment," are identified in Exhibit A. b. Payment of Expenses. PSI will reimburse Host for the costs incurred for housing the CRD and any deployment related expenses on a monthly basis, to be submitted via invoice by the 15th of every month. 1 1 Property Use and Hosting Agreement C. Housing Related Expenses. Approved CRD Housing related expenses are as follows and shall be reimbursed at cost: 1. Insurance costs with Inland Marine or equivalent to assure that any damage or destruction of AT&T or Supplier provided equipment will be fully insured. d. Deployment Expenses. Approved deployment related expenses are as follows and shall be reimbursed at cost: 1. Actual personnel costs during deployments are reimbursable if they are extraordinary to regular payroll costs and/or trigger overtime. 2. Lodging expenses billed at Host reimbursement rate or not to exceed the per diem rate of $150.00 per person per day while deployed by PSI. 3. Meal expenses billed at Host reimbursement rate or not to exceed the per diem rate of $75.00 per person per day while deployed by PSI. 4. Vehicle mileage reimbursement at the IRS rate plus 10 cents/mile or actual fuel costs incurred during deployment by PSI. 5. Actual costs for generator fuel and oil for CRD. e. Invoices. Invoices must indicate date, time, location, and amount of expenses, and shall be sent to Invoice@PublicSafetyInsightsLLC.net. Invoices do not require receipts, but receipts must be preserved for 3 years. Expenses will be submitted for reimbursement in a reasonable time, understanding that emergent events can delay invoicing. PSI will issue reimbursement payments to Host within 45 days of receipt of an invoice that complies with the requirements of this provision. L Repair. Subject to the provisions of Paragraphs 9 and 10, upon notice from Host that the CRD or equipment requires maintenance, repair, or replacement, PSI will provide or schedule the maintenance, repair, or replacement at its cost. g. PSI Provided Training. PSI will integrate, train, manage and allocate resources to the Host Agency to ensure success of the Response Operations Group. PSI will assign a Region Swarm Manager to provide continuous support and resource depth to Host Agency. h. Cost of Training on Use of Equipment. PSI will provide, as needed, training and certification to Host Agency personnel on the use and operation of the CRDs at no cost to Host. Z. HOST AGENCYs Rights, Duties and Obligations. Host hereby agrees to the following: 1 2 Property Use and Hosting Agreement 1. Use of PSI Name and Assumed Business Name of Strike Team Communications ("STC"). Host Agency may not represent that the CRD services provided by Host Agency are provided as a private contractor of PSI. Host Agency may represent that services are provided in conjunction with ATT/FirstNet. Host Agency shall advise that it has acquired the right to use the CRDs from PSI in conjunction with the Response Operations group of ATT/FirstNet, and it is acting within its capacity as a public entity within its governmental function and authority. 2. FirstNet Subscription. Host Agency must, at all times during the term of this Agreement: 1. Maintain FirstNet Agency status 2. Add a FirstNet device to Agency data plan which will be dedicated to the use and utilization of the CRD. 3. Staffing. Host Agency must provide dedicated staffing of qualified individuals as follows: 3. Maintain response readiness and deploy upon request 24/7 x 365, and 4. Participate with PSI staff to cause necessary and timely software updates to the CRDs; and 5. Participate with PSI staff to acquire and maintain all required training and refresher training as required by PSI, ATT/FirstNet or under the Response Operations Group; and 6. Host Agency personnel are subject to PSI approval and removal, at PSI's discretion following consultation with the Host through its reporting Chief Officer as appropriate. d. Certifications. Host shall provide copies of all certifications necessary to ensure access to all emergent events to which the CRDs may be deployed. Host shall obtain such certifications at PSI's expense. e. Housing of CRDs. Host shall provide housing for the CRDs in -door, in a heated/cooled environment, in a secure location, and with access to 110v power. Host shall consult with PSI to obtain PSI consent for the proposed, which will not be unreasonably withheld. L Response Time. Host shall maintain response readiness and response times with a goal of 90% compliance. At minimum, when activated by PSI, a Host Agencyin the i State of Washington must immediately deploy the CRD and operationalize the unit for initial operations within 13 hours. 1 3 Property Use and Hosting Agreement g. Communications. Host shall immediately report any CRD or CRD response team member out of service to PSI. Host shall timely report to PSI Supervisor, to be designated by PSI, and the ROG, the following benchmarks: 1) responding time; 2) arrival time; 3) CRD operational and speed reports; 4) confirmation of power supply; 5) Any changes to onsite requests 6) return to station date and time. h. Report Filings. Host shall immediately prepare and file end of deployment reports and exception reports when significant incidents or issues occur and deliver to PSI. The reports shall be in the format required by PSI. 3. Term. This Agreement is effective upon signing by both parties and shall be in effect for a three-year term. The three-year term may be renewed annually by mutual consent of the parties. Both PSI and Host have the right to terminate the Agreement for any reason, with or without cause, upon 48 -hours' notice to the other party. Termination is in the sole and exclusive discretion of the terminating party. In the event of PSI termination, Host will work in good faith to grant access to PSI's contractors or employees to retrieve any PSI issued Equipment. 4. Transportation. Full responsibility (including transportation costs) for equipment covered by this agreement will be borne by PSI until Host takes physical possession of such equipment. 5. Inspection. Host agrees to inspect any property received under this Agreement for apparent damage and defects, and to bring such damage and/or defects to the attention of PSI for appropriate documentation, maintenance, repair and/or replacement. Host shall not be responsible for harm or damage to such property, or for harm or damage to any person or thing whatsoever, that is proximately caused by damage or defects in such equipment that Host could not have discovered upon reasonable inspection. 6. Use of Equipment. Host shall take proper precautions in the operation, storage and maintenance of equipment provided under this Agreement. Equipment shall be used onlyfor i its intended purpose. Host shall permit the equipment to be used only by trained and supervised operators and shall be responsible for equipment repairs necessitated by misuse or negligent operation. 7. Wear and. Tear. PSI acknowledges that the property provided under this agreement will be used by emergency services personnel under extreme conditions, including but not limited to extreme weather, natural disasters, and emergency rescues, and that such uses may cause wear and tear in excess of that occurring during non -emergency use. For purposes of this agreement, "reasonable wear and tear" shall be defined as that which can be expected to occur with uses appropriate and necessary for the conditions encountered. 8. Malfunctioning Equipment. Host shall report and PSI shall be responsible for the immediate maintenance, repair, or replacement of malfunctioning equipment. 1 4 Properly Use and Hosting Agreement 9. Return of Equipment, Damaged and Lost Equipment. All equipment shall be returned in the same condition it was in at the time it was provided, except for ordinary wear and tear as defined in Section 7. If equipment is lost while in Host's possession, or if equipment is damaged beyond repair, PSI will be responsible for the cost to replace such equipment. 10. Equipment Repair. Routine maintenance and repair of equipment included in this agreement, and cost therefore, shall be the responsibility of PSI. If equipment is damaged while in Host's possession and while deployed by Host, Host or Host insurer shall be responsible for the reasonable cost of repair. Host shall not undertake to repair, or cause to be repaired at PSI's expense, such equipment without PSI's express consent. it. Government Liability Coverage. Host Agency represents and warrants as follows: 1) that it is a governmental entity subject to the Washington Tort Claims Act 2) entering into this Agreement is within its governmental functions and authority; and 3) actions by Host Agency in deployment of the CRDs to ATT/FirstNet events will be as a public agency, not as a private subcontractor for PSI. 12. Default. In the event of breach by either party of any of the provisions of this Agreement, either party may cancel and terminate this Agreement upon giving written notice to the other party and pursue any remedy available at law or equity. 13. No Assignment, Lending or Subletting. No equipment subject to this agreement shall be assigned, loaned, or sublet by Host to a third party, or moved from the location at which Host has represented it is intended to be used, or removed from the state, without the express written consent of PSI. 14. Mediation and Arbitration. In the event of any controversy or claim arising from or relating to this Agreement or the breach thereof, the parties hereto shall use reasonable efforts to settle the controversy or claim. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 30 days, then, upon notice by either party to the other, both parties agree to first try in good faith to settle all controversies or claims through mediation administered by the Arbitration Services of Portland, Inc., in accordance with the provisions of its Commercial Mediation Rules. If the controversy or claim is not resolved within 60 days of the initiation of mediation, either party may submit the matter to arbitration by sending notice to the Arbitration Services of Portland, Inc., and a copy of such notice to the other party. The controversies or claims shall be finally settled by arbitration administered by the Arbitration Services of Portland, Inc. in accordance with the provisions of its Commercial Arbitration Rules. Judgment on the arbitration award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The venue for negotiation, mediation and arbitration shall be in Clackamas County, Oregon. Provided, however, that Parties may seek injunctive relief without being required to engage in settlement discussion, mediation, or arbitration in an appropriate court in Clackamas County, Oregon. Parties may also seek injunctive relief through arbitration. 1 5 Property Use and Hosting Agreement The undersigned, on behalf of the Host Agency, acknowledge that I have received and read or have had the opportunity to read this arbitration agreement. I understand that this arbitration agreement requires that disputes that involve the matters subject to the Agreement be submitted to mediation or arbitration pursuant to the arbitration agreement rather than to a judge and jury in court. Host Agency Grant County Sheriff's Office By: Josh Sainsbury Title: Chief Deputy Date: 3/4/24 16. Waiver. Failure to insist upon the performance of any requirement of this agreement shall not be construed as a waiver or relinquishment of the right to such performance in the future. 17. Entire Agreement. This contract constitutes the entire agreement between the parties. No waiver, consent, modification or change of terms of this agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change, if made, shall be effective only in specific instances and for the specific purpose given. � There are no understandings, agreements, or representations, oral or written, not specified herein regarding this contract. 18. Applicable Law. This agreement shall be deemed to be made in and shall be construed pursuant to the laws of the State of Oregon. The parties agree that in the performance of this agreement they will comply with all applicable statutes, rules, regulations and orders of the United States, the State of Oregon, and its political subdivisions, including corporate and business registration laws, and regulations pertaining to wages, conditions of employment, i workers compensation insurance and the Fair Labor Standards Act. Failure to comply with ipY applicable law s a breach of this contract and grounds for cancellation. 19. Indemnity/Hold Harmless/Damages. Each party shall be solely responsible for its own acts, and those of its officers, employees, subcontractors, or agents. No party shall be responsible or liable for consequential damages to another party arising out of the provision or use of equipment or services under this Agreement. Each party shall hold harmless, indemnify and defend the other, its respective directors, officers, employees, agents and members, from any third -party claims arising out of or related to this Agreement, the intentional or negligent tortious acts or omissions of the other party or its officers, employees, subcontractors, oragents; provided, however, this agreement shall not be interpreted to require either party Y to indemnify the other for activities not covered under this Agreement. PSI's obligation is limited by thep rovisions of the Washington Tort Claims Act. 20. Conflict of Terms. Unless prohibited by law, the terms established by and within this Agreement shall supersede any conflicting terms in prior negotiations, or any other 1 6 Property Use and Hosting Agreement representation, oral or written, made by or on behalf of the parties before or after the execution of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement effective upon signing by both parties. Grant County Sherrif's Office, a public entity of the state of Washington Its: PUBLIC SAFETY INSIGHTS, LLC, an Oregon limited liability company LIM Tia Loverro, Chief Operating Officer 1 7 Property Use and Hosting Agreement DATED:-�j � , 2 024. DATED: , 2024 Exhibit A: Description of Equipment Provided (Section l.l.a) 1 8 Property Use and Hosting Agreement 2024 Public Safety Insights, LLC Property Use and Hosting Agreement Date:. � —/cg 21 ATTEST: Bar ara J. Va u/ez/ rk of the Bo r APPROVED AS TO FORM: Rebekah M.6Kaylor, WSBA'#53257 Grant County Prosecutor's Office Chief Civil Deputy Prosecuting Attorney Date: 3 2, z BOARD OF COUNTY COMMISSIONERS G. T COUNTY, WASHINGTON 7-M Cindy Cart r, Chair Danny E. Stone, Vice -Chair Rob�Jo n,,s in- �Member