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Approve purchase of R-Zero ARC UV-C Light touchless disinfections units for LC Jail and Juvenile Detention Facility. BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 21-357 APPROVING PURCHASE OF R-ZERO ARC UV-C LIGHT TOUCHLESS DISINFECTIONS UNITS FOR THE LEWIS COUNTY JAIL AND JUVENILE DETENTION FACILITY WHEREAS, the COVID pandemic has created a requirement to completely change "normal" operating procedures at the Lewis County Sheriff's Office (LCSO) Jail and Juvenile Detention. Since March 2020, the Jail and Juvenile enacted strict COVID mitigation protocols which have proven to be successful and reduced our chances for an outbreak. Health Department and CDC protocols require our facility to follow many requirements concerning COVID mitigation in congregate housing; and WHEREAS, due to the state's public health emergency as declared by the governor of the state of Washington, there is an imminent need to prevent and mitigate the spread of COVID-19 in Lewis County's congregate facilities, such as the Jail and Juvenile sites; and WHEREAS, as per RCW 38.52.070(2), Lewis County is allowed to enter into contracts and incur obligations necessary to combat such disaster without regard to "budget law limitations, requirements of competitive bidding and publication of notices, provisions pertaining to the performance of public work, entering into contracts, the incurring of obligations, the employment of temporary workers, the rental of equipment, the purchase of supplies and materials, the levying of taxes, and the appropriation and expenditures of public funds"; and WHEREAS, American Rescue Plan Act (ARPA) Local Recovery funds have been made available to Lewis County; and WHEREAS, Command Sourcing Inc. is the sole authorized dealer for Law Enforcement and Corrections Agencies in Washington; and WHEREAS, the request for the R-Zero's UV-C units was reviewed and approved by the BOCC for purchase from the ARPA funds. NOW THEREFORE BE IT RESOLVED that the Board of County Commissioners approves the purchase of the R-Zero's UV-C units from Command Sourcing, Inc. at a cost of $105,000. DONE IN OPEN SESSION this 5th day of October, 2021. Page 1 of 2 Res. 21-357 APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Kevin McDowell. By: Kevin McDowell, Vacant, Chair Deputy Prosecuting Attorney ATTEST: 1;qs . LindseyR. Pollock DVM v`,6PvtDOF .6G , •o SINCE GfrIdsey R. Pollock, DVM, Vice Chair 1.g45 =;•: Sao i Rieva Lester .'*9Sy Tops :°' Sean D. Swope Rieva Lester, Sean D. Swope, Commissioner Clerk of the Lewis County Board of County Commissioners Page 2 of 2 Res. 21-357 �04 0 SOURC14, Quotation 0 ��9G�Cf l]UAL1�k�Q� Command Sourcing,Inc. 6100 Horseshoe Bar Rd,STE A#228 QUOTE NO. 219213 Loomis,CA 95650 Date February 19,2021 www.commandsourcing.com sales@commandsourcing.com BILL TO Lewis County Sheriff SHIP TO Lewis County Sheriff Attn:Accounts Payable Attn:Captain Chris Tawes 375 11th Street SW 375 11th Street SW Chehalis,WA 98532 Chehalis,WA 98532 PO# Submit Orders to: Contact Person Email: Contact Person Phone: Payment Quote Valid Terms Until Maggie Leach magpie@commandsourcing.com 503-780-1867 Net 30 3/21/21 QTY ITEM# DESCRIPTION UNIT PRICE LINE TOTAL UVC Light-Includes: Emitter,(8)bulbs,Warning Signs, UV-C Protection Glasses, Laser Measuring Tool,White Glove Delivery, Training,and 3-year service and maintenance agreement term. This includes replacement for One set of(8)bulbs each year of 3-year term. 3.00 UVCR $ 35,000.00 $ 105,000.00 Shipping and Handling-Waived due to bulk order($806 per unit 3.00 SHP value) $ $ Sales Tax: $ - Total: $ 105,000.00 Comments or special instructions: By signing this quote and/or submitting a PO per the terms of this quote,you agree to adhere to the attached RZERO terms and conditions for UVCR unit.Must provide tax expempt certificate or note that taxes outside of California shall be assessed by the purchaser. 4%service charge on payment by Credit Card. Shipping FOB origin, Return Policy:Command Sourcing must be notified prior to receipt of any retumed items and a restocking fee may be assessed. • R-ZERO SYSTEMS,INC.TERMS AND CONDITIONS interest in and to the Software,SaaS Services,Documentation,R-Zero Marks,and Collateral,together with any and all Intellectual Property 1. Products. This agreement ("Agreement") governs (i) Rights(as defined below)embodied therein or related thereto.R-Zero Customer's access and use of the R-Zero products,which includes the reserves all rights not expressly granted in this Agreement, and no hardware components ("Hardware"), software components licenses are granted by R-Zero to Customer under this Agreement, ("Software")and R-Zero's client dashboard("SaaS Services"),each as whether by implication, estoppel or otherwise, except as expressly described on the attached Exhibit A(collectively,the"Products"),(ii) set forth herein. For the purpose of this Agreement, "Intellectual R-Zero's provision of limited support and maintenance services with Property Rights" means all patents, copyrights, moral rights, respect to the Products as described on the attached Exhibit A (the trademarks,trade secrets and any other form of intellectual property "Support and Maintenance Services"), and (iii) Customer's access rights recognized in any jurisdiction, including applications and and use of certain Product marketing materials(the"Collateral"). registrations for any of the foregoing.The Software,the SaaS Services, 2. Grants,Restrictions,and Ownership. Documentation, R-Zero Marks, and Collateral are licensed, not sold, to Customer. 2.1 Grant.Subject to the terms and conditions of this 3. Delivery and Risk of Loss;Customer Obligations.R-Zero will Agreement, R-Zero hereby grants Customer a non-exclusive, non ship the Products to Customer's U.S. facilities (the "Shipping transferable and limited license to (i) access and use the Software, Address") or arrange for pickup of the Products by Customer or its SaaS Services and the softcopy of documents that outline the designated carrier at R-Zero's or its designee's U.S. facilities (the specifications for the Products as provided by R-Zero to Customer "Pickup Address").R-Zero fulfills its obligation to deliver the Products, ("Documentation"),(ii)display R-Zero's trademarks,logos or insignia, risk of loss to the Products and title to the Hardware will pass to service marks, trade names, trade dress, slogans, or other brand Customer, and delivery and acceptance of the Products will be features of R-Zero ("R-Zero Marks") solely in the form and format approved by R-Zero and as contained in the Collateral,and(iii)display deemed to have occurred on the earlier of:(i)the date R-Zero makes the Collateral in a form and format approved by R-Zero within the Products available to Customer at the Shipping Address and (ii) the date Customer or its designated carrier takes possession of the Customer's facilities, each of (i), (ii) and (iii) solely for Customer's Products at the Pickup Address (such date, the "Delivery Date"). internal business purposes. Customer will comply with all laws,rules,regulations,and guidelines 2.2 Restrictions. Except as expressly authorized by applicable to Customer's use of the Products. this Agreement, Customer may not: (i)modify, copy, disclose, alter, 4 Prices and Payment Terms. translate or create derivative works of any of the Software, SaaS Services, Documentation, R-Zero Marks, or Collateral; (ii)license, 4.1 Price.The subscription fees for the SaaS Services sublicense, resell, distribute, lease, rent, lend, transfer, assign or and/or applicable Support and Maintenance Services (collectively, otherwise dispose of any of the Products, Documentation, R-Zero the"Fees")are set forth on the attached Exhibit A.R-Zero may modify Marks,or Collateral;(iii)use any of the Products or allow the transfer, any applicable Fees at the conclusion of the Initial Term(as defined in transmission,export or re-export of any of the Products in violation Section 9.1)and each Renewal Term(as defined in Section 9.1),at its of any export control laws or regulations administered by the U.S. sole discretion,by providing Customer with no less than 45 days prior Department of Commerce; (iv)decompile, disassemble, decode or written notice, and pricing increases will take effect in the reverse engineer the Software or the SaaS Services, translate the immediately-subsequent Renewal Term. The Fees do not include Software or the SaaS Services or otherwise attempt to learn the property, sales, use, excise, import, export, value added or similar source code, structure, algorithms or internal ideas underlying the taxes,government permit fees, license fees, or customs, duty, tariff Software or the SaaS Services or reduce the Software or the SaaS and similar fees levied upon the provision of the Products provided Services by any other means to a human-perceivable form; (v)copy, under this Agreement (collectively, "Taxes"). Customer will be frame or mirror any part or content of the Software or the SaaS responsible for and will pay all Taxes, excluding only Taxes based Services; (vi)access the Products in order to (a) build a competitive solely on R-Zero's net income. In the event R-Zero is required to pay product or service or (b) copy any features or functions of the any Taxes(excluding Taxes based solely on R-Zero's net income), R- Products; (vii)interfere with or disrupt the integrity or performance Zero may invoice Customer for such Taxes and any cost associated of the Software or the SaaS Services or any third-party data contained with the collecting or withholding thereof, including penalties and therein;(viii)attempt to gain unauthorized access to the Products or interest,and Customer will pay all invoiced amounts within 30 days their related systems or networks;(ix)disclose to any third party any of the date of such invoice. performance information or analysis relating to the Products; or (x)cause or permit any individual to do any of the foregoing. All 4.2 Payment Terms. Beginning on the first day of the goodwill arising out of any use of the R-Zero Marks will inure to the then-effective Renewal Term, R-Zero will invoice Company on an benefit of R-Zero and Customer will not (a) engage, participate or annual basis in advance for all Fees payable during such Renewal otherwise become involved in any activity that diminishes or Term,and Customer will pay such invoiced Fees within 30 days of the tarnishes the image and/or reputation of the R-Zero Marks,(b)adopt, date of each such invoice.Notwithstanding any terms to the contrary use,or register any words,phrases or symbols that are identical to or in this Agreement,except as expressly set forth in this Agreement,R confusingly similar to any of the R-Zero Marks within any territory,(c) Zero will not be obligated to issue any refunds for Fees paid by challenge or assist others to challenge the R-Zero Marks or the Customer. All payments due under this Agreement will be made: registration thereof or attempt to register any trademarks, logos or (i)via the proposed payment method defined by R-Zero; and (ii)in insignia, service marks, trade names, trade dress, slogans, or other U.S. Dollars. R-Zero may apply Fees or other amounts paid by brand features confusingly similar to the R-Zero Marks,or(d)remove, Customer to R-Zero against Fees, amounts, or obligations otherwise alter or obscure any proprietary notices in or on the Product or due by Customer under this Agreement.Customer will timely pay all Collateral,including copyright notices. invoiced Fees and will not set-off,counterclaim or otherwise withhold any Fees or other amounts owed to R-Zero under this Agreement on 2.3 Ownership and Reservation of Rights.As between account of any obligation owed or purportedly owed by R-Zero to the parties and subject to Section 2.1, R-Zero owns all right,title and Customer. 4.3 Late Payment. Interest on any late payments will 6. Product Warranty,Support,and Maintenance Services,and accrue at the rate of 1.5% per month,or the highest rate permitted Remedies. by law, whichever is lower, from the date such amount is due until the date such amount is finally paid in full. In addition, if Customer 6.1 Software. R-Zero warrants to Customer that the fails to make any payment on the due date in accordance with the Software will conform, in all material respects, to the Software terms of this Agreement,R-Zero may,without limiting its other rights portion of the Documentation commencing upon the Delivery Date or remedies in this Agreement and without liability to Customer, and continuing through the Initial Term and each Renewal Term.The suspend and disable Customer's use of the Software and/or SaaS foregoing warranty applies only to the original recipient of the Services until Customer makes such payment.If Customer's failure to Software and is void if a failure of the Software has resulted from any make payment persists for 30 days past the due date in accordance accident,abuse or misuse,or any unauthorized use or combination of with the terms of this Agreement, R-Zero may, without any cure the Software with any software,hardware or other item not approved period, without limiting its other rights or remedies (including, in writing by R-Zero. without limitation, those in Section 9.2), and without liability to 6.2 Hardware. R-Zero warrants to Customer that the Customer,immediately terminate this Agreement due to Customer's Hardware provided to a Customer will conform, in all material breach on written notice to Customer. respects, to the Hardware portion of the Documentation 5. Confidentiality. "Confidential Information" means all commencing upon the Delivery Date and continuing through the information disclosed (whether in oral, written or other tangible or Initial Term and each Renewal Term.The foregoing warranty applies intangible form) by one party (the "Disclosing Party") to the other only to the original recipient of the Hardware and is void to the extent party(the"Receiving Party")concerning or related to this Agreement failure of the Hardware has resulted from any(i) alteration,repair,or or the Disclosing Party(whether before,on or after the Effective Date) reworking of the Product by any party other than R-Zero without R that the Receiving Party knows or should know,given the facts and Zero's written consent, (ii) Customer's improper storage, circumstances surrounding the disclosure of the information by the mishandling, abuse, or misuse of the Products after delivery, Disclosing Party, is confidential information of the Disclosing Party. (iii)Customer's use of the Products in conjunction with defective Confidential Information includes, but is not limited to, the equipment not supplied by R-Zero, (iv) damage by accident or by components of the business plans, financial plans, know-how, water,fire,explosion,power failure,or any act of nature not the fault customer information, strategies and other similar information. of R-Zero after risk of loss has passed to Customer, or (v) other During the term of this Agreement and thereafter,the Receiving Party unauthorized use of the Products. will maintain in confidence the Confidential Information of the 6.3 Support and Maintenance Services. R-Zero will Disclosing Party and will not use such Confidential Information except use commercially reasonable efforts to provide the applicable as expressly permitted herein.The Receiving Party will use the same Support and Maintenance Services beginning on the Delivery Date degree of care in protecting the Disclosing Party's Confidential and continuing through the Initial Term and each Renewal Term. Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in 6.4 Warranty Remedies.If the Software or Hardware no event less than reasonable care.Any Confidential Information of does not meet the applicable warranty set within the applicable the Disclosing Party will be used by the Receiving Party solely for the warranty period,then as R-Zero's sole obligation and Customer's sole purpose of carrying out the Receiving Party's obligations under this remedy with respect to such failure, R-Zero will use commercially Agreement. In addition, the Receiving Party: (i)will not reproduce reasonable efforts to adjust, repair or replace the Software and/or Confidential Information disclosed by the Disclosing Party, in any Hardware. In the event that R-Zero cannot, using commercially form, except as required to accomplish the Receiving Party's reasonable efforts, adjust, repair or replace the Software or the obligations under this Agreement; and (ii)will only disclose Hardware (whichever is applicable), R-Zero will, upon Customer's Confidential Information disclosed by the Disclosing Party to its return of the applicable Product(s) to R-Zero (at R-Zero's expense) directors,officers,employees and/or contractors who have a need to issue a refund of the Fees paid by Customer to R-Zero, reduced pro know such Confidential Information in order to perform their duties rata by the days remaining during the then applicable Renewal Term, under this Agreement and if such directors, officers, employees as measured from the date R-Zero received Customer's warranty and/or contractors have executed a non-disclosure agreement with claim hereunder. the Receiving Party with terms no less restrictive than the non- 6.5 Disclaimer. EXCEPT FOR THE REPRESENTATIONS disclosure obligations contained in this Section 5. Confidential AND WARRANTIES SET FORTH IN SECTIONS 6.1 AND 6.2, R-ZERO Information will not include information that: (a)is in or enters the DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES public domain without breach of this Agreement through no fault of (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THIS the Receiving Party; (b)the Receiving Party can reasonably AGREEMENT, THE PRODUCTS, THE DOCUMENTATION, THE R-ZERO demonstrate was in its possession prior to first receiving it from the MARKS, THE COLLATERAL, AND THE SUPPORT AND MAINTENANCE Disclosing Party; (c)the Receiving Party can demonstrate was SERVICES,WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY developed by the Receiving Party independently and without use of REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF or reference to the Disclosing Party's Confidential Information; or DEALING OR OTHERWISE,INCLUDING ANY AND ALL:(I)WARRANTIES (d)the Receiving Party receives from a third party without restriction OF MERCHANTABILITY; (II)WARRANTIES OF FITNESS OR SUITABILITY on disclosure and without breach of a nondisclosure obligation. FOR ANY PURPOSE (WHETHER OR NOT SUCH R-ZERO KNOWS, HAS Notwithstanding any terms to the contrary in this Agreement, any REASON TO KNOW,HAS BEEN ADVISED,OR IS OTHERWISE AWARE OF suggestions, comments or other feedback provided by Customer to ANY SUCH PURPOSE); OR (III)WARRANTIES OF NONINFRINGEMENT R-Zero with respect to the Products or R-Zero (collectively, OR CONDITION OF TITLE. THIS DISCLAIMER AND EXCLUSION WILL "Feedback") will constitute Confidential Information of R-Zero. APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF Further, R-Zero will be free to use, disclose, reproduce, license and ITS ESSENTIAL PURPOSE. NOTWITHSTANDING ANY TERMS TO THE otherwise distribute and exploit the Feedback provided to it as it sees CONTRARY IN THIS AGREEMENT,R-ZERO AND ITS SUPPLIERS PROVIDE fit,entirely without obligation or restriction of any kind on account of THE SAAS SERVICES AND SUPPORT AND MAINTENANCE SERVICES ON Intellectual Property Rights or otherwise. AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY to require an affirmative obligation of the indemnified party), and REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF (iii)providing reasonable cooperation to the indemnifying party and, ANY KIND.R-ZERO AND ITS SUPPLIERS DO NOT WARRANT THAT ANY at the indemnifying party's request and expense, assistance in the OF THE SAAS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR defense or settlement of the Claim. COMPLETELY SECURE. 8. Limitation of Liability. IN NO EVENT WILL R-ZERO'S TOTAL 7. Indemnification Obligations. LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO R-ZERO DURING THE INITIAL TERM 7.1 R-Zero Indemnity.R-Zero,at its sole expense,will OR RENEWAL TERM WITHIN WHICH THE DAMAGES AROSE. IN NO defend Customer from and against any and all third party claims, EVENT WILL R-ZERO BE LIABLE TO CUSTOMER OR ANY THIRD PARTY suits, actions or proceedings (each a "Claim") and will indemnify FOR ANY LOSS OF PROFITS,LOSS OF USE,LOSS OF REVENUE,LOSS OF Customer from any related damages, payments, deficiencies, fines, GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY judgments, settlements, liabilities, losses, costs and expenses INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR (including, but not limited to, reasonable attorneys' fees, costs, CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN penalties,interest and disbursements)("Losses")that are awarded by CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, a court of competent jurisdiction or included in a settlement TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF R-ZERO HAS BEEN approved, in advance and in writing, by R-Zero resulting from any ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH Products (solely in the form delivered to Customer) infringing any DAMAGES. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. Intellectual Property Rights of any third party.In the event of a Claim THIS SECTION 8 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY pursuant to this Section 7.1,R-Zero may,at R-Zero's option and at R SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS Zero's expense: (i)obtain for Customer the right to continue to ESSENTIAL PURPOSE. exercise the license granted to Customer under this Agreement; (ii)substitute the Product for an equivalent non-infringing product; 9. Term,Termination and Effect of Termination. (iii)modify the Product to make it non-infringing; or (iv)terminate this Agreement. Upon a termination of this Agreement pursuant to 9.1 Term and Termination. The term of this Section 7.1(iv),Customer must cease using the applicable Product.R Agreement will commence on the date Customer executes this Zero's indemnification obligations hereunder do not extend to Claims Agreement (the "Effective Date") and, unless earlier terminated as arising from or relating to:(a)any negligence or willful misconduct of provided in this Agreement or otherwise agreed to in writing, Customer or any third party; (b)any use of the Hardware, Software, continue for one(1)year from the Delivery Date(the"Initial Term"), and/or SaaS Services by Customer or any third party in combination and thereafter this Agreement will automatically renew for successive with any equipment,software,data or any other materials where the one-year terms (each, a "Renewal Term"), unless and until a party infringement would not have occurred but for such combination; provides the other party with written notice of its intent not to renew (c)any modification to the Hardware,Software,and/or SaaS Services this Agreement no less than 30 days prior to the close of the Initial by Customer or any third party where the infringement would not Term or then current Renewal Term.Either party may terminate this have occurred but for such modification;(d)the use of the Hardware, Agreement for cause: (i)if the other party breaches this Agreement Software, and/or SaaS Services by Customer or any third party in a and does not remedy such failure within 30 days after its receipt of manner contrary to the terms of this Agreement where the written notice of such breach (subject to Section 4.3); or (ii)if the infringement would not have occurred but for such use; or (e)the other party terminates its business activities or becomes insolvent, admits in writing to inability to pay its debts as they mature, makes continued use of the Hardware,Software,and/or SaaS Services after an assignment for the benefit of creditors or becomes subject to R-Zero has provided substantially equivalent non-infringing product/software. direct control of a trustee, receiver or similar authority. Further, if Customer uses the Products in any unauthorized manner,R-Zero may 7.2 Customer Indemnity. Customer, at its sole immediately terminate this Agreement without notice to Customer. expense,will defend R-Zero from and against any and all Claims and 9.2 Effect of Termination. Upon any termination of will indemnify R-Zero from any related Losses resulting from or arising this Agreement:(i)all rights and licenses granted to Customer under in connection with: (i) Customer's or any third party's negligence or willful misconduct; (ii) Customer's breach of this Agreement; (iii) this Agreement will immediately terminate; (ii)Customer will Customer's violation of applicable law; or (iv) Customer's failure to immediately pay to R-Zero all amounts due and payable up to the use the Hardware,Software,and/or SaaS Services in accordance with effective date of termination of this Agreement(provided,that if this the Documentation or other specifications related thereto or any Agreement is terminated (a) by Customer before expiration of the accident, misuse, or unauthorized use of the Hardware, Software, Initial Term or Renewal Term for reasons other than R-Zero's breach and/or SaaS Services. pursuant to Section 9.1(i)or an insolvency-related event pursuant to Section 9.1(ii)or(b)by R-Zero due to Customer's breach as set forth 7.3 Procedures. The indemnifying party's in Section 9.1(i),Customer will immediately pay to R-Zero all amounts indemnification obligations under this Section 7 are conditioned upon that may or would have been due and payable during the then- the indemnified party(i)giving prompt written notice of the Claim to effective Initial Term or Renewal Term up to and after the effective the indemnifying party once the indemnified party becomes aware of date of termination of this Agreement); and (iii)Customer will the Claim (provided that failure to provide prompt written notice to promptly return to R-Zero all Confidential Information, the indemnifying party will not alleviate an indemnifying party's Documentation, and Collateral then in its possession or destroy all obligations under this Section 7 to the extent any associated delay copies of Confidential Information,Documentation,and Collateral,at does not materially prejudice or impair the defense of the related R-Zero's sole discretion and direction. Customer will immediately Claims), (ii)granting the indemnifying party the option to take sole confirm, in writing, that it has complied with Section 9.2(iii) at R- control of the defense(including granting the indemnifying party the Zero's request. Notwithstanding any terms to the contrary in this right to select and use counsel of its own choosing)and settlement of Agreement, the following Sections will survive any expiration or the Claim(except that the indemnified party's prior written approval termination of this Agreement:1;2.2;2.3;4;5;6.5;7;8;9.2;and 10. will be required for any settlement that reasonably can be expected • 10. General Provisions. and aggregate statistics regarding use of the SaaS Services and/or any individuals/entities that interact with the SaaS Services(collectively, 10.1 Entire Agreement.This Agreement, including the "Analytic Data").As between the parties, R-Zero owns all right,title, attached Exhibit A, which is incorporated herein by reference, sets and interest in and to the Analytic Data, together with any and all forth the entire agreement and understanding of the parties relating Intellectual Property Rights embodied in or related to the foregoing. to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, negotiations, 10.7 Notices. Any notice or communication required conversations,discussions and understandings,written or oral,with or permitted to be given hereunder must be in writing, signed or respect to such subject matter and all past dealing or industry custom. authorized by the party giving notice and may be delivered by hand, Without limiting the foregoing, R-Zero will not be bound by, and deposited with an overnight courier, sent by confirmed email or specifically objects to, any term,condition,or other provision which confirmed facsimile,or mailed by registered or certified mail (return is different from or in addition to the provisions of this Agreement receipt requested, postage prepaid), in each case to the address of (whether or not it would materially alter this Agreement) which is the receiving party as identified in this Agreement or at such other proffered by Customer or any party acting on behalf of Customer in address as may hereafter be furnished in writing by either party to any order, terms and conditions of purchase, receipt, acceptance, the other party.Such notice will be deemed to have been given as of confirmation, correspondence, or otherwise, unless R-Zero the date it is delivered. specifically agrees to such provision in a written instrument signed by R Zero. 10.8 Publicity and Press Release.Customer consents to R-Zero's use of Customer's name and logo on the R-Zero website and 10.2 Independent Contractors. Neither party will, for publicly available printed materials, identifying Customer as a any purpose, be deemed to be an agent, franchisor, franchise, Customer of R-Zero and describing Customer's use of the R-Zero employee, representative, owner or partner of the other party, and Product(s). Further, Customer agrees that R-Zero may issue a press the relationship between the parties will only be that of independent release identifying Customer as a customer of R-Zero; provided, contractors. Neither party will have any right or authority to assume however,that the content of any press release identifying Customer or create any obligations or to make any representations or will be subject to Customer's prior approval (which will not be warranties on behalf of any other party,whether express or implied, unreasonably withheld). or to bind the other party in any respect whatsoever. 10.9 Force Maleure. Except for payments due under 10.3 Governing Law and Venue. This Agreement will this Agreement, neither party will be responsible for any failure to be governed by and construed in accordance with the laws of the perform or delay attributable in whole or in part to any cause beyond State of California applicable to agreements made and to be entirely its reasonable control, including but not limited to acts of God (fire, performed within the State of California,without resort to its conflict storm, floods, earthquakes, etc.), civil disturbances, disruption of of law provisions. The state or federal court in Santa Clara County, telecommunications,disruption of power or other essential services, California will be the jurisdiction in which any suits should be filed if interruption or termination of service by any service providers being they relate to this Agreement. Prior to the filing or initiation of any used by R-Zero to link its servers to the Internet, labor disturbances, action or proceeding relating to this Agreement, the parties must vandalism,cable cut,computer viruses or other similar occurrences, participate in good faith mediation in Santa Clara County,California. or any malicious or unlawful acts of any third party. If a party initiates any proceeding regarding this Agreement, the prevailing party to such proceeding is entitled to reasonable attorneys'fees and costs for claims arising out of this Agreement. 10.4 Assignment.Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Customer,by operation of law or otherwise,without the prior written consent of R-Zero, and any attempted transfer, assignment or delegation without such consent will be void and without effect. R-Zero may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement.Subject to the foregoing,this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives,heirs, administrators,successors and permitted assigns. 10.5 Amendments and Waivers. No modification, addition,deletion,or waiver of any rights under this Agreement will be binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or affect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law.The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. 10.6 Analytic Data. Customer acknowledges and agrees that R-Zero may monitor, collect, use, and store anonymous Exhibit A Hardware,Software,SaaS Services,Support and Maintenance Services,and Fees Products Fees Hardware:UV-C Light device+1 set of bulbs Annual Fees(per unit):USD$2,500.00 annually,no cost for Initial Term Software:Software integrated in the device to run the cycles SaaS Services: Client dashboard that can be accessed to monitor the use of the device(e.g.when has it been used,for how long) Support and Maintenance Services Support and Maintenance Services: • Software Upgrades:Access to all commercially-available Software upgrades and updates during the Initial Term and each Renewal Term • Customer Support:Access to customer support(standard business hours),excluding weekends and holidays,during the Initial Term and each Renewal Term • Replacement Bulbs:Based on usage to maintain optimal efficacy,up to one set of replacement bulbs during the Initial Term and up to one set per each Renewal Term(additional replacement bulbs not covered by warranty will be provided at R-Zero's then-current pricing) • Maintenance:Maintenance of the Products during the Initial Term and each Renewal Term,including support,repair,and troubleshooting AMERICAN RESCUE PLAN ACT (ARPA) LOCAL RECOVERY FUNDS REQUEST FOR FUNDING INTERNAL LEWIS COUNTY ONLY If you have questions or need assistance, please contact: Becky Butler, Budget Administrator at becky.butler@lewiscountywa.gov or 360-740-1198 or Erik Martin, County Manager at erik.martin@lewiscountywa.gov or 360-740-2697 Email completed form to the Budget Department becky.butler@lewiscountywa.gov Funding Request - American Rescue Plan Act (ARPA) Local Recovery Funds The ARP Act provides that payments from the Fund may only be used to cover the following: 1. Respond to the COVID-19 public health emergency or its negative economic impacts; Respond to workers performing essential work during the COVID-19 public health emergency by providing premium pay to such eligible workers of the recipient, or by providing grants to eligible employers that have eligible workers who performed essential work; 2. For the provision of government services, to the extent of the reduction in revenue of such recipient due to the COVID-19 public health emergency, relative to revenues collected in the most recent full fiscal year of the recipient prior to the emergency; and 3. To make necessary investments in water, sewer, or broadband infrastructure. Funding request will be evaluated on the following criteria: • Statement of the Problem/Description of the Issue • Project Design and Implementation • Plan for Collecting the Data (if required for reporting) • Budget Other review criteria may include geographic diversity, strategic priorities, available funding, past performance, and explanation of project costs that are reasonable, necessary, and otherwise allowable under the American Rescue Plan Act Section 9901. Please contact Becky Butler, Budget Administrator, with questions [or to email your completed application along with supporting documentation] at becky.butler@lewiscountywa.gov or 360-740-1198. Funding request will be reviewed and monies distributed as they are received. 1iPage Lewis County, American Rescue Plan Act (ARPA) Local Recovery Funds Funding Request Technical Guidelines, Recommendations, and Checklist When ARPA funding requests are received by the Budget Department and County Manager, they will undergo a preliminary technical screening to ensure that all needed documents are included and filled out correctly. This review is not a policy or approval review. Funding request that pass this initial screening are forwarded to the Board of County Commissioners (BOCC) for final funding evaluation and approval. Funding requests that do not pass this initial technical screening are immediately notified via return email, along with a list of what needs to be corrected or included. To help ensure that your request passes the initial screening and is expedited to the BOCC, please use the following checklist as a guideline: ❑ Are all questions on your funding request form completed? If additional space is needed, please feel free to add more pages. The more descriptive and detailed you can be in supporting your request, the better. ❑ Is your application form signed by your office or department authorized representative? ❑ Have you completed the [Excel] eligible categories funding worksheet? ❑ Does your worksheet total equal the total amount requested on your request form? ❑ For projected /estimated /future costs, have you included copies of bids, quotes, contracts, or other written estimates? Do they total to the same amounts as displayed on your funding worksheet? For ease of review include a summary of these documents. ❑ Have you included sales (or other) taxes, cost of permits, staffing and employer benefits, cost of engineering, costs for installation, costs for electrical, or other costs as appropriate? ❑ If your application includes Technology or Facility Acquisition / Redesign costs, full documentation of all requested costs must be included along with eligibility justification as outlined in the U.S. Treasury Final Rule. https://home.treasury.gov/policy- issues/coronavirus/assistance-for-state-local-and-tribal-governments/state-and-local-fiscal- recovery-funds Wage Section One: Overview Name and Title of Elected, Director or Administrator: Chief Chris Sweet Office or Department Name: Lewis County Sheriff's Office Amount Requested: $ 149,145.00 Has your office/department received CARES or other COVID relief funding from outside of the County? ® No ❑ Yes Amount $ NA Request Categories [Check All That Apply] For additional definitions related to the categories below see U.S.Treasury Interim Final Rule pages 3-21. https://www.govi nfo.gov/content/pkg/FR-2021-05-17/pdf/2021-10283.pdf 1: Public 3:Services to Disproportionely 5.11 Drinking water: Impacted Communities Transmission&Distribution 1.1 COVID-19 Vaccination A 3.1 Education Assistance: Early 5.12 Drinking water: Learning*A Transmission& Distribution: Lead Remediation 1.2 COVID-19 Testing A 3.2 Education Assistance:Aid to High- 5.13 Drinking water:Source Poverty Districts A 1.3 COVID-19 Contact Tracing 3.3 Education Assistance:Academic 1 5.14 Drinking water:Storage Services* A 1.4 Prevention in Congregate Settings ❑X 3.4 Education Assistance:Social, 5.15 Drinking water:Other (Nursing Homes, Prisons/Jails, Dense Emotional,and Mental Health water infrastructure Work Sites,Schools,etc.)* Services* A L1.5 Personal Protective Equipment 3.5 Education Assistance:Other* 5.16 Broadband:"Last Mile' , projects 1.6 Medical Expenses(including 3.6 Healthy Childhood Environments: 5.17 Broadband:Other Alternative Care Facilities) Child Care* A projects 1.7 Capital Investments or Physical Plant 3.7 Healthy Childhood Environments: 7:Administrative Changes to Public Facilities that respond Home Visiting* A to the COVID-19 public health emergency 1.8 Other COVID-19 Public Health 3.8 Healthy Childhood Environments: 7.1 Administrative Expenses Expenses(including Communications, Services to Foster Youth or Families Enforcement, Isolation/Quarantine) Involved in Child Welfare System* A 1.9 Payroll Costs for Public Health, 3.9 Healthy Childhood Environments: 7.2 Evaluation and Data Safety,and Other Public Sector Staff Other* A Analysis Responding to COVID-19 Wage 1.10 Mental Health Services* 3.10 Housing Support:Affordable 7.3 Transfers to Other Units Housing* A of Government 1.11 Substance Use Services* 3.11 Housing Support:Services for 7.4 Transfers to Non- Unhoused Persons* A entitlement Units(States and territories only) 1.12 Other Public Health Services 3.12 Housing Support:Other Housing Assistance* A 3.13 Social Determinants of Health: Other*A 2.1 Household Assistance: Food 3.14 Social Determinants of Health: 6.1 Provision of Government Programs* A Community Health Workers or Services Benefits Navigators* A 2.2 Household Assistance: Rent, 3.15 Social Determinants of Health: 5.8 Clean Water:Water Mortgage, and Utility Aid* A Lead Remediation A Conservation 2.3 Household Assistance: Cash 3.16 Social Determinants of Health: 5.9 Clean Water: Nonpoint Transfers*A Community Violence Interventions* A ', Source 2.4 Household Assistance: Internet 5.10 Drinking water: Access Programs* A Treatment 2.5 Household Assistance: Eviction 4.1 Public Sector Employees Prevention* A 2.6 Unemployment Benefits or Cash 4.2 Private Sector:Grants to Other Assistance to Unemployed Workers* Employers 2.7 Job Training Assistance(e.g., Sectoral job-training,Subsidized Employment, Employment Supports or Incentives)* A 2.8 Contributions to UI Trust Funds [ 5.1 Clean Water:Centralized Wastewater Treatment 2.9 Small Business Economic Assistance 5.2 Clean Water:Centralized (General)* A Wastewater Collection and Conveyance 2.10 Aid to Nonprofit Organizations* 5.3 Clean Water:Decentralized Wastewater 2.11 Aid to Tourism,Travel,or 5.4 Clean Water:Combined Sewer Hospitality Overflows 2.12 Aid to Other Impacted Industries 5.5 Clean Water:Other Sewer Infrastructure 2.13 Other Economic Support* A 5.6 Clean Water:Stormwater 2.14 Rehiring Public Sector Staff 5.7 Clean Water: Energy Conservation *Denotes areas where recipients must identify the amount of the total funds that are allocated to evidence-based interventions. ^Denotes areas where recipients must report on whether projects are primarily serving disadvantaged communities. Definitions for water and sewer Expenditure Categories can be found in the EPA's handbooks. For"clean water"expenditure category definitions,please see:https://www.epa.gov/sites/production/files/2018- 03/documents/cwdefinitions.pdf. For"drinking water"expenditure category definitions,please see: https://www.epa.gov/dwsrf/drinking-water-staterevolving-fund-national-information-management-system-reports. Wage Brief justification statement, including priority of costs for potential funding [Attach Additional Pages as Needed] As part of our continued attempts in COVID mitigation within the Lewis County Sheriff's Office Jail, we are asking for the following funding assistance: (3) - R-Zero's ARC UV-C Light touchless disinfection units: Cost$105,000.00 ($35,000 per unit). UV-C is considered the gold standard of disinfection, endorsed by the CDC, and FDA. R-Zero's UV-C unit will effectively destroy living pathogens, wherever the light source touches, in large areas without the use of an employee being exposed to potential biohazards. Manual disinfection is labor-intensive, error prone, and only covers surfaces while using dangerous chemicals. Currently the disinfecting process within the LCSO Jail takes no less than two hours for full decontamination per housing pod. The R-Zero UV-C will drastically decrease decontamination wait time per housing pod to 15-30 minutes depending on the square footage area. That equates to a 75% reduction in jail staff/facilities staff cleaning time. The use of UV-C in congregate housing units will kill 99.99% pathogens by just simply turning it on and leaving it in the housing unit, drastically lower employee time/cost, reduce PPE costs, reduce cleaning agent costs, and most importantly eliminates employee exposure to potential hazardous pathogens. (1)— Unit Innovations Premises Enterprise System (PES): $28,425.00. PES is a premise encrypted congregate housing/restrictive housing cell check electronic microchip system. Currently, LCSO Jail staff performs manual and physical checks throughout the entire jail all day and night, every hour 24/7. This includes our COVID quarantine units, general population units, single cell units, and medical observation units. PES is a cell management system that provides immediate cell check accountability by using installed microchips in every housing pod and electronically scans to a handheld device and/or tablet at each check. The system is cloud based and completely eliminates the current paper/dry erase board system the jail uses today. This product will improve cell check accuracy and accountability, accurately track quarantine housing cell check times with reduced employee exposure, and integrates a more efficient cell management process within our current Jail Management System. (1)— Informer Systems Schedule Express (safecitiesco.com): $9,691.20. Schedule Express is an electronic cloud-based workforce management scheduling system. Schedule Express is designed to solve the most complex workforce management scheduling problems such as what the LCSO Jail is experiencing today. Due to the pandemic the entire jail process has been changed. This has caused a scheduling nightmare for the supervisors and staff. Schedule Express assists our staff/supervisors with scheduling housing unit assignments, transportation/court transport scheduling, automated overtime management, and creates trackable scheduling workflows to create greater productivity and overtime reduction efficiency. (12) All Mesh Task Chairs- $188.90 per chair, total cost: $2,266.80 (20) Armless Nesting Chairs - $188.10 per chair, total cost: $3,762.00 On April 22, 2021 - at the request of the Lewis County Health Department, Infection Prevention & Antimicrobial Consultants inspected the LCSO Jail. One recommendation and concern with the Infections Disease personnel is the need to replace the cloth covered chairs in the jail training/conference room. The room is used for multiple reasons and the chairs need to be replaced with no-fabric material for ease of disinfecting to mitigate contact transmission of pathogens. SIPage Section Two: Proposal details Please describe the problem or need which you seek to solve. The COVID pandemic has created a requirement to completely change "normal" operating procedures at the LCSO Jail. Since March 2020, the Jail enacted strict COVID mitigation protocols which have proven to be successful and reduced our chances for an outbreak. Health Department and CDC protocols require our facility to follow many requirements concerning COVID mitigation in congregate housing. The listed items and funding request will assist in helping our facility continue fighting against COVID outbreaks. Please describe the purpose and objectives of your proposal. The purpose of this proposal is to utilize ARPA funding to assist in the continued fight against the COVID pandemic. Our objective is to purchase current technology in UV disinfection for a healthier environment in our facility and allow a more efficient operation in terms of employee exposure, time, and cost. Please provide an overview of your proposed timeline. Timeline for the requested items will be immediate once the products are purchased and received. Please provide your proposed costs for the project. [This must tie back to the funding worksheet] $149,145.00 Please list any partners in this proposal and the partner's role (internal or external) Lewis County Juvenile Justice Center— receiving one UV unit Lewis County Facilities— reduction in custodial staff time and utilization of the UV units for cleaning Please describe your plan for sustainability of the project or initiative after the grant award has been exhausted. Requested items do not require a sustainability plan once the grant award has been exhausted. Wage Section Three: Evaluation information Please describe the desired measurable outcomes and their anticipated timeline. Timeline for the requested items will be immediate once the products are purchased and received. Please describe how you intend to measure and report on the effectiveness of the proposal. Easily measurable outcomes are expected with the reduction of jail staff and facilities staff time concerning decontamination process, cell management procedures, and workforce time management processes. Section Four: Supplementary information Please upload/attach ARPA eligible categories funding worksheet. Attached to email Please include any supplementary documents which you feel will be essential to the BOCC review. Attached to email Are any of the costs associated with collaboration between other agencies, organizations or offices? ❑ No X Yes [Explain] Yes— Lewis County Juvenile Detention Center will receive one of the R-Zero UV-C Units at $35,000.00 71Page Section Five: Contact information Name. Chris Sweet Email address. chris.sweet@lewiscountywa.gov Phone number. 360-740-2617 Authorized Representative: Signature Date: 1©��rs� �-�/ 8IPage BOCC AGENDA ITEM SUMMARY Resolution: 21-357 BOCC Meeting Date: Oct. 5, 2021 Suggested Wording for Agenda Item: Agenda Type: Deliberation Approving purchase of R-Zero ARC UV-C Light touchless disinfections units for the Lewis County Jail and Juvenile Detention Facility Contact: Carrie Breen Phone: 3607402714 Department: SHRF - Sheriff (Jail too) Description: Approving purchase of R-Zero ARC UV-C Light touchless disinfections units for the Lewis County Jail and Juvenile Detention Facility Approvals: Publication Requirements: Publications: User Status Erik Martin Pending Kevin McDowell Approved Additional Copies: Cover Letter To: Chief Chris Sweet Becky Butler