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HomeMy WebLinkAboutAgreements/Contracts - Emergency ManagementGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Grant County Emergency Management REQUEST SUBMITTED BY:JeSSICa Olsen DATE: 09/1 0/2025 PHONE:509-906-9100 CONTACT PERSON ATTENDING ROUNDTABLE: MII'eya Garcia/Jessica Olsen CONFIDENTIAL INFORMATION: ❑YES ®NO ,TYPE(S) OF DOCUMENTS L SUBMITTEM, 11 - ; I I-- (CHE CK ALL THAT APPLY ) ®Agreement / Contract 1 ❑AP Vouchers 11 1: ❑Appointment / Reappointment i ❑ARPA 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 ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Request to approve subscription agreement with Helicon for access to the resource list of clinicians that offer EMDR to first responders specifically. Approved by legal. Info needed to access the list will be posted on the responder resources link on intranet. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO *1 N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: C/14/r DEFERRED OR CONTINUED TO: APPROVE: DENIED D 1: D2: D3: ARCTnini 4/23/24 WITHDRAWN: RECEIVED S E P 10 2025 GRANT COUNTY COMMISSIONERS SUBSCRIPTION AGREEMENT This Subscription Agreement ("Agreement") is entered into this day of , 20257 by and between Helicon Corporation ("Company"), a Delaware public benefit corporation and I ("Subscriber"), a Washington State public service agency. Company and Subscriber are sometimes collectively referred to herein as the "Parties" or individually as a Party. 1. Services Provided. Subscriber, by entering into this Agreement, engages Company to provide access to a private directory of vetted Eye Movement Desensitization and Reprocessing ("EMDR") therapists. 2. T_. The term of this Agreement shall begin on the date of execution and continue for one (1) year. The Agreement will automatically renew for successive one-year terms unless either party provides written notice of termination at least thirty (30) days prior to the expiration of the current term. In the event of termination, the parties may renegotiate the terms of the Agreement, including the fee structure. Prior to the expiration of the term, either party may engage in renegotiation of terms with the other party, including the fee structure. 3. Payments and Charaes. For services rendered under this Agreement, Company will not charge the Subscriber for this initial subscription. Company may approach the Subscriber at any future time after this initial term to negotiate a fee for the subscription. 4. Disclaimer. The services provided under this Agreement are access only services with no guarantee of any results or outcomes. Company provides this directory as a tool to help connect Subscriber with therapists who are part of the vetted Company network. However, Company does not endorse, verify, or assume responsibility for the qualifications, professionalism, or therapeutic services provided by any therapist listed in the directory. The directory provided by Company is for informational purposes only and is not intended to create a professional or contractual relationship between Subscriber and therapists. Company disclaims any liability for therapist actions and Subscriber agrees to hold Company harmless from any claims, damages, or liabilities arising from the use of the directory and the selection of therapists, including but not limited to any therapeutic services or advice provided. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, MEMBERS, STOCKHOLDERS, OWNERS, EMPLOYEES, AGENTS, CONTRACTORS AND OTHER REPRESENTATIVES (THE "COMPANY PARTIES") MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH OF THE COMPANY PARTIES SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION: THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES AND COMPANY SOFTWARE PLATFORM OR THE RESULTS RECEIVED THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION THAT THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE COMPANY SOFTWARE PLATFORM WILL BE UNINTERRUPTED, ERROR -FREE, OR COMPLETELY SECURE; OR WITH RESPECT TO ANY CLIENT OR USER DATA OR OTHER THIRD PARTY CONTENT THAT MAY BE ACCESSED, PROVIDED, OR MADE AVAILABLE; OR ANY THIRD PARTY SERVICES ACCESSED OR USED, IN CONNECTION WITH THE SERVICES OR THE HATCH SOFTWARE PLATFORM; AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT THERETO. THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES OR THE COMPANY SOFTWARE PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR -FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE COMPANY SOFTWARE PLATFORM WILL BE COMPATIBLE WITH ANY OTHER SOFTWARE, HARDWARE, OR OTHER MATERIALS, OR THAT THE COMPANY SOFTWARE PLATFORM OR THE SERVERS THAT MAKE THE COMPANY SOFTWARE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; AND THE COMPANY PARTIES HEREBY EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT THERETO. SUBSCRIBER UNDERSTANDS AND AGREES THAT IF SUBSCRIBER, OR ITS USERS, USES, ACCESSES, DOWNLOADS, OR OTHERWISE OBTAINS ANY THIRD PARTY SERVICES OR CONTENT OR DATA THEREIN, IT IS AT SUBSCRIBER'S AND/OR USERS' OWN DISCRETION AND RISK AND THAT SUBSCRIBER AND/OR USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S OR USERS' PROPERTY OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE COMPANY SOFTWARE PLATFORM. COMPANY HAS NO CONTROL OVER ANY THIRD PARTY SERVICES AND DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE COMMUNICATIONS FACILITIES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES, AND THEREFORE MAKES NO CLAIM OR REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS RESPONSIBILITY FOR, THE ACCURACY, QUALITY, LEGALITY, NATURE, AVAILABILITY, OR RELIABILITY OF THIRD PARTY SERVICES AVAILABLE IN CONNECTION WITH THE SERVICES. ALL OPEN -SOURCE COMPONENTS AND OTHER THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN COMPANY AND THE THIRD -PARTY CONTENT PROVIDER OR DISTRIBUTOR OF SUCH OPEN -SOURCE COMPONENTS AND THIRD -PARTY CONTENT. 5. Confidentiality. Company agrees to maintain the confidentiality of all information provided by Subscriber, including but not limited to business and financial data, and will not disclose any confidential information to third parties without prior written consent, except as required by law. Company further agrees that any financial information relating to Subscriber's business activities to which Company may be privy by virtue of its performance under this contract shall likewise be held in the strictest confidence by Company and its employees, such information being available exclusively to officers of Subscriber or employees designated by officers of Subscriber unless ordered to make a disclosure by a court of law. Subscriber grants like assurances of confidentiality to Company. The only exception to this clause is that Subscriber grants Company explicit permission to use Subscriber's name, logo, and other pertinent identifying information as part of any marketing and business development campaigns that Company undertakes only to demonstrate that Subscriber uses Company's service. 6. . Representations/Warranties. Company represents and warrants to Subscriber, upon execution and throughout the term of this agreement, as follows: a. Company is not bound by any agreement or arrangement, which would preclude it from entering into or from fully performing the services required under this agreement; b. Company shall perform the services required in accordance with: i. All applicable federal, state, and local laws, rules and regulations; ii. All applicable standards or relevant accrediting organizations; iii. All applicable bylaws, rules, and regulations of Subscriber which have been disclosed in advance to Company; c. All Company employees shall comply with all applicable terms of this agreement. d. Company represents that Company verifies therapist licensure in the appropriate state (e.g.. Washington state) during the vetting process. While Company does vet therapist licensure, changes can happen at any time and it is incumbent upon the individual accessing services to confirm the clinician they work with is properly licensed. 7. Indemnification. a. Subscriber agrees to indemnify and hold Company harmless against any claims, liabilities, damages, and expenses including without limitation, reasonable attorney's fees, incurred by Company in defending, compromising or settling actions or claims brought against Company, its officers, directors, employees, or agents, arising out of or related to Company's provision of services to Subscriber under this Agreement. b. Company agrees to indemnify and hold harmless Subscriber from and against any and all claims, liabilities, damages, and expenses, including, without limitation, reasonable attorney's fees, incurred by Subscriber in defending, compromising or settling actions brought against it, its officers, directors, employees, or agents, arising out of the acts or omissions of Company, its employees, or agents in the provisions of services or performance of duties by Company pursuant to this agreement. 8. Termination. a. Termination By Subscriber Upon Uncured Breach. If, after receipt of notice from Subscriber, Company fails to cure the breach within sixty (60) days, Subscriber may terminate this Agreement. b. Termination By Company Upon Uncured Breach. Company, in its discretion, may suspend all services being provided under this Agreement upon failure by Subscriber to negotiate a fee for services at Company's discretion. Company shall provide written notice of suspension of services. 9. . All notices required under this Agreement shall be in writing, delivered personally, by certified or registered mail, return receipt requested, and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, postage prepaid, addressed as follows: If to Company: If to Subscriber: Grant County ADDRESS 35 C St NW Ephrata, WA 98823 10. Attorney's Fees. In the event legal proceedings are brought to enforce the terms of this Agreement, the prevailing party in such proceedings shall be entitled to an award of reasonable attorneys' fees and costs incurred in bringing or defending such action. 11. Severability. If any portion of this Agreement is held to be unenforceable, the remainder shall remain binding on the parties as though the unenforceable portion were not a part of it. If any provision of this Agreement in certain circumstances, actual or hypothetical, has such unfair consequences for the Subscriber that it is unenforceable, then Company shall have the opportunity to waive the provision in those circumstances while preserving its right to enforce the provision in other circumstances. 12. Force Ma'e�ure. Except for Client's payment obligations hereunder, no party will be liable for any failure or delay in its performance under these Terms of Service or the Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, storms or other weather or natural events, embargo, riot, sabotage, terrorism, epidemic, pandemic, labor shortage or dispute or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, governmental act or failure of the Internet, provided that the delayed party: (i) gives the other party prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct promptly such failure or delay in performance. 13. Governing Law, Jurisdiction. Consent to Service of Process. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. 15. Amendment or Waiver. This Agreement may be amended or modified only by a written instrument executed by both Parties. The party benefited by a provision may waive that benefit in writing, but that waiver shall not be construed as a bar or waiver of any right on any other occasion including future enforcement of that provision in future circumstances. 16. Successors and Assians. This Agreement shall be binding upon, and inure to the benefit of, both Parties and their respective successors and assigns. 17. Headings. The headings in this Agreement are for purposes of reference only and shall not limit or define the meaning of any provision of this Agreement. IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the date first written above. Helicon Corporation Agency Signature -Chairman By Chris Brown, its CEO Date - q �f0'Z�