HomeMy WebLinkAbout032221_ca09 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Undersheriff Andy Pernsteiner
DATE:
SUBJECT: Open Lattice APP
STATEMENT OF ISSUE:
JCSO applied for and was awarded a 6 month WASPC grant to fund a Mental Health Navigator to assist
JCSO in dealing with mental health and substance abuse issues within our community. As part of the grant
it requires an agreement with Open Lattice to track the performance of said Navigator. The Navigator will
use this app to report monthly updates to WASPC per the grant requirement.
ANALYSIS:
Across the nation mental health and substance abuse have been a rising concern. This agreement is in
conjunction with the WASPC Navigator Grant and required as such.
FISCAL IMPACT:
There is no financial cost for this agreement.
RECOMMENDATION:
JCSO is asking for the BOCC to support the WASPC navigator grant and this agreement is required to fulfill
the grant.
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PERMITTED AGENCIES(RIDEALONG APP USE AGREEMENT)
This RideAlong App Use Agreement("Agreement")is entered into and effective when all parties have signed it
("Effective Date")by and between OpenLattice, Inc. ("OpenLattice"),the Washington Association of Sheriffs and
Police Chiefs("WASPC")and(Jefferson County)("Agency")concerning Agency's access to OpenLattice's
proprietary mobile responsive web-based application that allows law enforcement agencies to log data about
encounters involving residents experiencing mental illness,chemical dependencies,and homelessness; and view
data about the encounters that OpenLattice provides to Agency and the services related thereto,as specified in the
Statement of Work attached as Exhibit B to the RideAlong Services Agreement, dated July 11,2018,by and
between RideAlong Labs Inc.,a business entity acquired by OpenLattice on April 1,2019,and WASPC(the
"RideAlong Services Agreement")(the"Service").
1.1 Restrictions on Use. Agency may access and use the Service only in accordance with this Agreement, and
solely for the purpose of Agency's ability to collect and data about calls involving residents experiencing mental
illness, chemical dependencies, and homelessness; and view data about the encounters. Any resale or service
bureau business or similar activities with respect to the Service(or portion thereof)or other OpenLattice data or
information obtained through the Service are prohibited. Agency will not,and will not permit or assist any third
party to, (a) alter, adapt,modify,translate, create derivative works of, (b) decompile, disassemble or otherwise
reverse engineer or attempt to derive the source code of, or any technical data, know-how, trade secrets,
processes, techniques, specifications, protocols, methods, algorithms, interfaces, ideas, solutions, structures or
other information embedded or used in,(c)rent,lend,loan,lease,sell,distribute,or sublicense,(d)remove,alter,
or obscure any proprietary or restrictive notices affixed to or contained in, or (e) circumvent or attempt to
circumvent any technological protective measure contained in or supported by, the Service and any software,
technology, systems, and other subject matter used or provided by OpenLattice in connection with the Service.
Agency shall not: (a)post,transmit or otherwise make available through or in connection with the Service any
virus,worm,Trojan horse,Easter egg,time bomb, spyware or other computer code, file or program that is or is
potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any
hardware, software or equipment; (b)use the Service for any purpose or in any manner that violates applicable
laws and regulations, is fraudulent, or violates the rights of others; (c) interfere with or disrupt the operation of
the Service or the servers, systems, or networks used to make the Service available, including by hacking or
defacing any portion of the Service;(d)restrict or inhibit any other person from using the Service; (e)frame or
mirror any portion of the Service,or otherwise incorporate any portion of the Service into any product or service;
or (h) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve,
index, "scrape," "data mine" or otherwise gather Service content, or reproduce or circumvent the navigational
structure or presentation of the Service.
1.2 Materials. To the extent applicable, OpenLattice hereby grants to Agency a limited, non-exclusive, personal,
non-transferable,and non-sublicensable right,during the term of the Agreement,to access and use any Materials
as and in the form provided by OpenLattice solely as necessary to access and use the Service in accordance with
this Agreement. "Materials"means certain software,documentation,and other materials relating to the Service
or connected with the performance of the Service that OpenLattice directly or indirectly through the WASPC
may provide to Agency.
1.3 Errors. If Agency discovers an error or malfunction with respect to the Service,Agency shall promptly notify
OpenLattice thereof. The parties will cooperate to mitigate the impact of such error or malfunction. OpenLattice
may suspend use of the Service to address any such error or malfunction and Agency shall implement any
corrective measures as OpenLattice instructs and not use functions known to malfunction or be erroneous.
1.4 Ownership. As between OpenLattice and Agency,OpenLattice owns and will retains all right,title and interest
in and to the Service, Materials, and any of its software, technology, systems other subject matter used or
provided by OpenLattice in connection with the Service and any and all intellectual property rights relating
thereto.No rights of any kind shall be implied pursuant to this Agreement.
1.5 Agency Obligations. Agency is responsible for protecting all access controls and security credentials ("User
Credentials") issued by Agency or OpenLattice and used to access and use the Service from disclosure to or
discovery by third parties and any unauthorized use by third parties, and in no event shall OpenLattice be
responsible or liable for)any use, including any misuse, abuse,or unauthorized use,of any User Credentials.
1.6 Reporting and Tracking. During the term of the Agreement,OpenLattice will automatically track,through the
Service, the following information: (a) client-side analytics; (b) application performance; (c) specific
information regarding errors and bugs;(d) logs; and(e)impact metrics. Agency may opt-out of such automatic
tracking by providing OpenLattice with written notice within fourteen(14)days of the Effective Date,in which
event Agency agrees to provide OpenLattice with written reports every week, which reports will disclose the
information specified in this section.
1.7 Data Input and Output. Agency is responsible for ensuring that all data and other information entered by or
on behalf of Agency or otherwise provided to OpenLattice or obtained from Agency or its equipment or facilities
(whether directly, or through OpenLattice's systems) in connection with the Service ("Agency Data") is
complete and accurate. Agency Data may include non-public data and information relating to identified or
identifiable individuals ("Identifiable Data"). The Service and all information, analyses, and other output
provided by OpenLattice are based on the Agency Data as received by OpenLattice, and OpenLattice is not
responsible for any error,omission,or inaccuracy of or based on or resulting from Agency Data. Agency hereby
grants to OpenLattice,(a)a non-exclusive right to access,reproduce,process,distribute,disclose and otherwise
use the Agency Data in connection with the provision of the Service to Agency and WASPC, and (b) a non-
exclusive and perpetual right to reproduce, process, distribute, disclose, publish, analyze and otherwise use
Agency Data in an anonymized form,including any data or other information generated through the processing
of Agency Data in connection with the Agency's use of the Service and Materials("Data Output"), as long as
Agency is not identified as the source of such data. As between the parties,Agency exclusively owns all right,
title, and interest in and to the Agency Data and Data Output. Notwithstanding anything in this Agreement to
the contrary, OpenLattice exclusively owns all right,title, and interest in and to any new features, conclusions,
derivative works, and any other proprietary findings developed by OpenLattice through its use of the Agency
Data and Output Data, including any intellectual property rights therein. The authorizations granted to
OpenLattice under this Agreement, including under this Section 1.7,will extend to service providers and other
contractors exercising such rights and licenses on OpenLattice's behalf, and OpenLattice may share Agency
Data, including Identifiable Data with such third parties who provide services on OpenLattice's behalf.
Otherwise,except as provided herein,OpenLattice may disclose Identifiable Data only as OpenLattice believes
to be necessary or appropriate:(a)to comply with applicable legal requirements,including legal process and law
enforcement requests; (b) to protect OpenLattice's rights, property, and operations, including to enforce
OpenLattice's agreements,policies,and terms and conditions,and to protect the rights,property,and operations
of OpenLattice's affiliates, business partners, customers, or others; (c) to protect the personal safety of any
individual;and/or(d)in the event of a sale or transfer of all or a part of OpenLattice's business,assets,or stock.
Each party will maintain, throughout the term of the Agreement, appropriate administrative, technical, and
physical safeguards designed to ensure the security and confidentiality of Identifiable Data, to protect and
safeguard against anticipated threats or hazards to the integrity of,and the unauthorized or accidental destruction,
loss, alteration, access, or use of, Identifiable Data in the possession or control of such party. Each party shall
notify the other parties in the event of any unauthorized or accidental destruction, loss, alteration,access,or use
of,Identifiable Data in the possession or control of such party.
1.8 Agency Data Production. In the event(i)any law,regulation,or order by a court or administrative agency of
competent jurisdiction requires or compels OpenLattice to produce, disclose, release or otherwise transfer
("Production") any Agency Data,regardless of the purposes of such Production(including,but not limited to,
a request or order for Production of Agency Data for discovery purposes), or(ii)a request is made by Agency
or a third party for the Production of Agency Data as a result of(or in anticipation of)any requirement imposed
by law or regulation, or any order by a court or administrative agency of competent jurisdiction, regardless of
the purposes of such Production ((i) and(ii) collectively, a"Agency Data Production Request"); Agency is
responsible for making all decisions with respect to such Agency Data Production Request, including, but not
limited to,decisions regarding the scope,manner and time of Production of Agency Data.
1.9 Term and Termination. This Agreement will commence on the Effective Date and,unless earlier terminated
pursuant to the terms hereof, will continue until the termination or expiration of the OpenLattice Services
Agreement. Each party may terminate this Agreement at any time upon thirty (30) days written notice to the
other parties in the event of a material breach by another party (the "Breaching Party") of this Agreement,
provided that such termination shall not be effective if such breach is cured by such Breaching Party within such
thirty(30)day period,provided further,that if the Breaching Party's failure to cure is caused by a non-breaching
party,the non-breaching parties may not terminate this Agreement.Notwithstanding the foregoing,if Agency is
in material breach of this Agreement,OpenLattice shall have the right,in addition to all other rights and remedies
it may have,to suspend performance of its obligations under the Agreement and/or to prevent Agency's access
to the Service(including deactivating User Credentials). OpenLattice may terminate this Agreement,or modify,
limit, or suspend the Service, if it determines, in its reasonable business judgment,that the continued provision
of the Service to Agency poses security risks, a risk of infringement or other violation of any rights of third
parties, or a risk of violating any applicable laws or regulations, if Agency becomes insolvent, subject to any
bankruptcy or similar proceedings, or commences the dissolution or winding up of its business, or upon
modification or termination of any agreements with licensors or service providers upon which OpenLattice relies
to provide the Service. In the event of any expiration or termination of this Agreement, all provisions that are
intended to survive will survive.
1.10 Indemnification.Agency will defend,indemnify and hold harmless OpenLattice and WASPC from and against
any loss, damage,claims, settlement, cost,expense and any other liability(including reasonable attorneys' fees
and costs)("Losses")relating to or arising out of(i)Agency's access or use of the Service or Materials, or(ii)
any Agency Data Production Request. OpenLattice and WASPC,as applicable,will(a)provide prompt written
notice to Agency of any claim for which indemnification is required;(b)give Agency sole control of the defense
and/or settlement of the claim;and(c)provide Agency full cooperation and assistance with respect to the defense
and settlement, provided that Agency shall not enter into any settlement or other compromise that materially
adversely affects OpenLattice or WASPC, as applicable, without OpenLattice's or WASPC's, as applicable,
written approval,which shall not be unreasonably withheld,delayed, or conditioned.
1.11 Disclaimer of Warranties. THE SERVICE AND MATERIALS ARE PROVIDED "AS IS" WITH NO
WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, RIDEALONG
DISCLAIMS ALL REPRESENTATIONS AND OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE,ACCURACY,TITLE AND NON-INFRINGEMENT, OR QUIET ENJOYMENT,
AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE
OR TRADE USAGE. WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING,
RIDEALONG DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED,ERROR FREE
OR SECURE,OR THAT ALL ERRORS,FAILURES OR DEFECTS WILL BE CORRECTED.
1.12 Limitation of Liability. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR
LIMITATION OF LIABILITY, (A) RIDEALONG AND WASPC WILL NOT BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING ANY DAMAGES ARISING FROM LOSS OF USE, LOSS OF OR INACCESSIBLE DATA
OR INFORMATION, LOST PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING
SUBSTITUTE SOFTWARE OR SERVICES)ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE SUBJECT MATTER HEREOF;AND(B)RIDEALONG'S AND WASPC'S TOTAL CUMULATIVE
LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER
HEREOF WILL NOT EXCEED$3,000.00 IN THE AGGREGATE,IN EACH OF THE FOREGOING CASES
(A) AND (B), REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM CONTRACT,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND
REGARDLESS OF WHETHER RIDEALONG OR WASPC HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGE.
1.13 Disclaimer of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR
LIMITATION OF LIABILITY, RIDEALONG AND WASPC DISCLAIM ALL LIABILITY RELATED TO
OR ARISING OUT OF AGENCY'S USE OR MISUSE OF THE SERVICE OR MATERIALS OR FAILURE
TO REPORT ANY ERRORS OR BUGS IN THE SERVICE OR MATERIALS TO RIDEALONG OR WASPC,
INCLUDING, BUT NOT LIMITED TO, ANY DEATH, PERSONAL INJURY OR PROPERTY DAMAGE
ARISING OUT OF OR RELATED THERETO.
1.14 Miscellaneous. By submitting any comments, feedback, or ideas about the Service to OpenLattice
("Feedback"),Agency agrees that Agency's disclosure is gratuitous,unsolicited and without restriction and will
not place OpenLattice or WASPC under any fiduciary or other obligation,and that OpenLattice is free to use the
Feedback without any additional compensation to Agency. Agency may not assign this Agreement or any of its
rights or obligations under this Agreement,by operation of law or otherwise, without the prior written consent
of OpenLattice. This Agreement is to be construed in accordance with and governed by the internal laws of the
State of Washington without giving effect to any choice of law rule. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof, and supersede any and all related prior
agreements, representations and negotiations, whether oral or written. This Agreement cannot be modified or
amended except in a writing signed by both parties.
1.15 Publicity. Agency authorizes OpenLattice to identify Agency as a customer of the Service in OpenLattice's
customer lists, and its marketing, promotional, and similar materials, including by placing Agency's name and
logo on OpenLattice's website. Agency also authorizes OpenLattice to describe Agency's use of OpenLattice's
products, software, and services,how it benefits Agency, for example in the form of case studies published on
OpenLattice's website or in other materials, and that Agency is an early adopter of the Service. Upon request
by OpenLattice,Agency agrees to(i)use best efforts to speak with third parties regarding Agency's experience
using the Service and working with OpenLattice, and (ii) provide quotes and other user feedback about the
Service for OpenLattice's public use, including on OpenLattice's website. Furthermore, OpenLattice and
Agency will mutually agree on and implement a communications and marketing strategy to highlight and co-
promote outcomes in connection with Agency's use of the Service,which strategy will include,but not be limited
to,targeted media interviews;blogs, and if applicable,presentations at relevant conferences and events.
1.16 Confidentiality. With respect to all information relating to Agency that is confidential and clearly so
designated,as required by the Health Insurance Portability and Accountability Act(HIPAA)and any other
applicable privacy laws,OpenLattice and WASPC agree to keep such information confidential. OpenLattice
and WASPC shall not disclose,transfer, or sell any such information to any party,except as provided by law
or, in the case of personal information,with the prior written consent of the person to whom the personal
information pertains. OpenLattice and WASPC shall maintain the confidentiality of all personal information
and other information gained by reason of this Agreement,and shall return or certify the destruction of such
information if requested in writing by Agency. This Agreement,once executed,will be a"public record"
subject to production to a third party if same is requested pursuant to• the Washington Public Records Act,
Chapter 42.56 RCW,as may hereafter be amended.
[Signatures on Following Page]
OPENLATTICE 1 1
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Address for Formal Notice: Address for Formal Notice:
OpenLattice,Inc.
21 Ludina Way
Redwood City,CA 94061
Attn: Matthew Tamayo-Rios, CEO Attn:
WASHINGTON ASSOCIATION OF SHERIFFS
AND POLICE CHIEFS
By:
Name: Steve Strachan
Title: Executive Director
Date:
Address for Formal Notice:
Washington Association of Sheriffs&Police Chiefs
3060 Willamette Drive,NE, Suite 200
Lacey, WA 98516
JEFFERSON COUNTY SHERIFF'S OFFICE
By: — I/c//az/
Jo ole, Sheriff DATE
BOARD OF COUNTY COMMISSIONERS
JEFFERSON COUNTY,WASHINGTON
By:
Kate Dean, Chair DATE
By:
Greg Brotherton, Commissioner DATE
By:
Heidi Eisenhour, Commissioner DATE
SEAL:
ATTEST:
Carolyn Galloway DATE
Clerk of the Board
Approved as to form only:
034' C /Lh^ 2DA Philip C. Hunsucker E
Chief Civil Deputy Prosecuting Attorney