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HomeMy WebLinkAboutCounty of Orange - 2012-06-18Council/Agency Meeting Held: ;Approveded/Continuedfer�to: a�/ 0 Conditionally Approved ❑ Denied ity Clerk's Signat Council Meeting Date: June 18, 2012 Department ID Number: PD 12-007 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kenneth W. Small, Chief of Police SUBJECT: Approve and authorize execution of an Memorandum of Understanding (MOU) agreement allowing the City to continue to utilize the County of Orange Mass Notification System (AlertOC). Statement of Issue: Approval of an MOU with the County of Orange for a one year agreement allowing the City of Huntington Beach to continue utilizing the County of Orange Mass Notification System — AlertOC. Financial Impact: The County of Orange agrees to continue funding the system for emergency notifications through June 30, 2013. Recommended Action: Motion to: Approve and authorize the City Manager to execute "Memorandum of Understanding Between The County of Orange and Participants For Use of Countywide Mass Notification System" for the period July 1, 2012. to June 30, 2013, allowing the City of Huntington Beach to continue utilizing the County's Mass Notification System (AlertOC). Alternative Action(s): Do not approve the MOU and direct staff accordingly. Analysis: The City of Huntington Beach currently has an MOU with the County of Orange for use of a Mass Notification System (AlertOC). The system utilizes telephone, email, and text to notify the public of emergency information such as tsunami warnings, earthquake information, police activity, critical missing persons, and other similar incidents. The current MOU for the Mass Notification System expires June 30, 2012. This RCA is for a new MOU to extend the existing MOU of the Mass Notification System one more year, for the period July 1, 2012, to June 30, 2013. Public mass notification systems have become a critical component of emergency preparation and response. Mass notification systems have been attributed with saving lives during the 2007 Southern California wildfires by quickly notifying residents of evacuation instructions at all hours. Environmental Status: n/a Strategic Plan Goal: Maintain public safety Item 9. - 1 HB -68- REQUEST FOR COUNCIL ACTION (MEETING DATE: 6/18/2012 DEPARTMENT ID NUMBER: PD 12-007 Attachment(s): xB -69- Item 9. - 2 Ak, Item 9. - 3 HB -70- MEMORANDUM OF UNDERSTANDING - BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated July 1, 2012 , which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the undersigned municipalities, public universities and water agencies responsible for protecting a resident population and maintaining a dedicated public safety answering point (PSAP) within the County of Orange, hereinafter referred to individually as "PARTICIPANT" or collectively as "PARTICIPANTS." This MOU is intended to establish governance and terms of use for a Countywide Public Mass Notification System. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System ("System") for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, the County is making use of the System available to all cities and agencies within the County of Orange who have the responsibility for protecting a resident population and maintaining a dedicated public safety answering point (PSAP); and WHEREAS, COUNTY entered into Orange County Agreement No. N1000009880 ("Agreement") with NTI Group, Inc. (now Blackboard Connect, Inc.), for the provision of Public Mass Notification System Services, on or about. May 6, 2008 and subsequently amended, attached hereto as Exhibit A, to disseminate critical, time -sensitive emergency information to COUNTY's citizens and businesses through phone and e-mail devices for emergency notification purposes; and WHEREAS, Blackboard Connect, Inc. agrees to provide to PARTICIPANTS the services agreed to by Blackboard Connect, Inc. and COUNTY as contained under the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the Agreement, to use the System in compliance with all usage agreements identified and incorporated herein as Exhibit A (Orange County Agreement No. N1000009880), Exhibit B (Countywide Public Mass Notification System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this MOU to receive the benefits under the Agreement. Page 1 of 5 NOW, THEREFORE, the parties agree as follows: I. Detinitions: "Agreement" shall refer to Orange County Agreement No. N 1000009880 between COUNTY and Blackboard Connect, Inc. The Agreement is attached to this MOU as Exhibit A. "Countywide" shall mean all geographic locations in Orange County, California. "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits. "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "Emergency notification situation" shall mean instances when emergency information is to be distributed through the System. "Non -emergency information" shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT's jurisdiction to justify the use of the System to distribute such information. "Non -emergency notification situation" shall mean instances when a PARTICIPANT deems non -emergency information to be of significance to a PARTICIPANT'S jurisdiction and the PARTICIPANT uses the System to distribute such information. "System" shall mean the Public Mass Notification System as provided by Blackboard Connect, Inc. to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and e-mail communications to citizens and businesses as permitted under the Agreement. II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, Page 2 of 5 agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. II1. Term: This MOU shall be in effect from July 1, 2012 and shall expire on June 30, 2013, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six-month advance notice per the termination terms found in Paragraph IX. Termination, below. IV. Scope of Services: PARTICIPANTS shall receive from Blackboard Connect, Inc. the same services provided by Blackboard Connect, Inc. to the COUNTY under the Agreement. COUNTY's involvement in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. PARTICIPANTS and Blackboard Connect, Inc. acknowledge and agree that any actions taken by Blackboard Connect, Inc. or any PARTICIPANT under the scope of the Agreement and this MOU are the responsibility of Blackboard Connect, Inc. and the respective PARTICIPANT. V. Use: Use of the System and its data, including but not limited to contact infornation, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X. Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or PARTICIPANT access account termination. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter -departmental resources and/or emergency information to the public in emergency notification situations. PARTICIPANTS may arrange for the use of the System with Blackboard Connect, Inc. to distribute non -emergency information. However, any agreement reached between Blackboard Connect, Inc. and any PARTICIPANT for the use of the System for non - Page 3 of 5 emergency notification situations shall exist only between Blackboard Connect, Inc. and the PARTICIPANT. In accordance with Paragraph II. Hold Harmless, above, COUNTY shall be held harmless and indemnified by the PARTICIPANTS and Blackboard Connect, Inc. from any actions whatsoever arising from any PARTICIPANT's use of the System for non -emergency services. All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit B. VI. Compensation: All compensation owed by PARTICIPANTS to Blackboard Connect, Inc. shall be made between PARTICIPANTS and Blackboard Coruiect, Inc. VII. Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: COUNTY: County of Orange — Sheriff -Coroner Department Emergency Management Bureau Attn: Donna Boston / Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VIII. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX. Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non -PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter -departmental) owned contact information, as well as, Page 4 of 5 export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi jurisdictional notification use as needed. Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior to terminating the Agreement. All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY, this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE �i By Date: % / Sandra Hutchens, eriff- oroner County of Orange APRROVED AS TO FOR'.; OFFICE OF THE CGUTJITY COUNSEL ORANGE COUNTY, CALIFORNIA By PARTICIPANT: 6j �— De;//dZ ty Date: ��� By: —k46Date: Au th zed ignature Fred A Wilson, City Manager Print Name and Title 6-zo-/z- ti PROVED AS TO FORM )ENNIFER McZI City Attomay By Page 5 of 5 Deputy CityAttomey (L �(p` ( Z ATTACHMENT #2 ti. Council/Agency Meeting Held: oZ Deferred/Continued to: App ved ❑ Conditionally Approved ❑ Denied iKCIk'sAgnature Council Meeting Date: 2/2/2009 Department Number: PD-09-004 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY CO IL MEMBERS SUBMITTED BY: FRED A. WILSON, CITY ADMINIST R PREPARED BY: KENNETH W. SMALL, CHIEF OF POL E SUBJECT: AGREEMENT WITH THE COUNTY OF ORANGE AUTHORIZING THE UTILIZATION OF THE COUNTY'S MASS NOTIFICATION SYSTEM Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Should the City enter into an agreement with the County of Orange authorizing the City's use of the Countywide Public Mass Notification System (AlertOC)? Fundlnc Source: The County of Orange agrees to fund the system for emergency notifications and to purchase updated information and equipment for the continued use of the system through June 30, 2012. Recommended Action: Motion to: Approve the Memorandum tof Understanding (MOU) agreement with the County of Orange for the period February 2, 2009 to June 30, 2012, authorizing the City to utilize the County's Mass Notification System, and authorize the City Administrator to execute the agreement on behalf of the City. Alternative Action(s): Do not approve the MOU and direct staff accordingly. REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 2/2/2009 DEPARTMENT ID NUMBER: PD-09-004 Analysis: The County of Orange has implemented a Public Klass Notification System (AlertOC) for use in the event of an emergency and entered into a contractual agreement with Connect-CTY to provide the service. Under the agreement, all cities within the county are permitted to use the system in an emergency situation. According to the County, the definition of emergency is defined as "imminent or perceived threat to human or animal life, and property." Examples of use would include disaster notifications, evacuation notices, public health or public safety emergencies, or any notification to provide emergency information as defined by a community, including critical missing persons. Each city would have local control of the system. This notification system is more efficient than the current one being used by the City (Rapid Notify). AlertOC is designed to disseminate early warnings and time sensitive information to city businesses and residents via their landline telephones during times of emergency events. The system is designed to be utilized in conjunction with other public warning systems such as emergency alert sirens. The Klass Notification System will be available 24 hours a day/7 days a week. The system will be pre -loaded with City landline phone numbers (including unlisted) and city geographical maps. No personal cell phones will be called by the system unless the cell phone owner specifically registers his/her phone with the County for such notifications. The County Klass Notification System MOU has been reviewed and approved as to form by the City Attorney's Office. The County of Orange Chief Information Office will manage the mass notification data base and all phone numbers contained within. Rules and protocols pertaining to the use of the system have been approved by the Emergency Management Council for the County of Orange and the Operational Area Executive Board. The system exclusively uses the "9-1- 1 Databases" throughout the County, the use and access to which is strictly regulated by the California Public Utilities Code (CPUC) Sections 2872 and 2891.1. All phone numbers contained in the 9-1-1 database are strictly confidential and proprietary, and information will not be released and/or utilized except by authorized personnel for the purpose of emergency notifications. The County of Orange will fund all costs associated with "emergency notifications," including quarterly updates of the 911 data, through June 30, 2012. There is an option for the City to enter into a separate agreement with the vendor (Connect-CTY) for "non - emergency" notifications. The costs for this program are unknown at this time; however, initial estimates are $85,0004120,000 in start up fees and support fees of $15,000- $20,000 per year thereafter. The City is not planning to pursue the "non -emergency" option any further at this time. Presently, the City Administrator's Office and Police Department are interacting with the County of Orange on this project. If directed to proceed with implementation of the system, the long term plan calls for local administration of the system being assigned to the City Emergency Operations Manager. -2- 1/16/2009 11:22 AM 7-2 REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 2/2/2009 DEPARTMENT ID NUMBER: PD-09-004 Strategic Plan Goal: Provide quality public service with the highest professional standards to meet community expectations and needs, assuring that the City is sufficiently staffed and equipped overall. Environmental Status: Not Applicable. Attachrnent(s): 1. IMemorandum of Understanding between the County of Orange and City of Huntington Beach. -3- 1/26/2009 12:03 PM MOU BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM Thi Memorandum of Understanding, hereinafter referred to as "MOU," dated , which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California,. hereinafter referred to as "COUNTY," and the undersigned municipalities and higher education districts responsible for protecting a resident population and maintaining a dedicated public safety answering point (PSAP)within the County of Orange, hereinafter referred to individually as "PARTICIPANT" or collectively as "PARTICIPANTS." This MOU is intended to establish governance and terms of use for a Countywide Public Mass Notification System. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System ("System") for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, the County is making use of the System available to all cities and agencies within the County of Orange who have the respocsibility of protecting a resident population and maintaining a dedicated public safety answering point (PSAP); and WHEREAS, COUNTY entered into Orange County Price Agreement no. N1000009880 ("Agreement"), attached hereto as Exhibit A, for the provision of Public Mass Notification System Services with The NTI Group, Inc. ("NTI") on or about May b, 2008 to disseminate critical, time -sensitive emergency information to COUNTY's citizens and businesses through phone and e-mail devices for emergency notification purposes; and WHEREAS, NTI agrees to provide to PARTICIPANTS the services agreed to by NTI and COUNTY as contained under the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the. Agreement, to use the System in compliance with all usage agreements identified and incorporated herein as Exhibit A (Orange County Price Agreement no. N1000009880), Exhibit B (Nondisclosure Document), and Exhibit C (Countywide Public Mass Notification System Policy and Guideline), and the terms of this MOU to receive the benefits under the Agreement. NOW, THEREFORE, the parties agree as follows: Page 1 of 5 H. Definitions: "Agreement" shall refer to Orange County Price Agreement no. NI000009880 between COUNTY and NTI. The Agreement is attached to this MOU as Exhibit A. "Countywide" shall mean all geographic locations in Orange County, California. "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits "Emergency" shall include, but` not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "Emergency notification situation" shall mean instances when emergency information is to be distributed through the System. "Non -emergency information" shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT's jurisdiction to justify the use of the System to distribute such information. "Non -emergency notification situation" shall mean instances when a PARTICIPANT deems non -emergency information to be of significance to a PARTICIPANT'S jurisdiction and the PARTICIPANT uses the System to distribute such information. "System" shall mean the Public Mass Notification System as provided by NTI to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and e-mail communications to citizens and businesses as permitted under the Agreement. II<. Fold Harndess: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, Page 2 of 5 subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from Q /-�',/XOCJ and shall expire on June 30, 2012, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six month advance notice per the termination terms found in Paragraph IX. Termination, below. IV. Scope of Services: PARTICIPANTS shall receive from NTI the same services provided by NTI to the COUNTY under the Agreement. COUNTY's involvement. in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. PARTICIPANTS and NTI acknowledge and agree that any actions taken by NTI or any PARTICIPANT under the scope of the Agreement and this MOU are the responsibility of NTI and the respective PARTICIPANT. V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X. Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or Participant access account termination. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter -departmental resources and/or emergency information to the public in emergency notification situations. PARTICIPANTS may arrange for the use of the System with NTI to distribute non - emergency information. However, any agreement reached between NTI and any PARTICIPANT for the use of the System for non -emergency notification situations shall exist only between NTI and the PARTICIPANT. In accordance with Paragraph II. Hold Harmless, above, COUNTY shall be held harmless and indemnified by the PARTICIPANTS and NTI from any actions whatsoever arising from any PARTICIPANT's use of the System for non -emergency services. Page 3 of 5 All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit C. V➢. Compensation: All compensation owed by PARTICIPANTS to NT1 shall be made between PARTICIPANTS and NTI. VII. ?Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in.person, via electronic mail or via United States mail as follows: COUNTY: County Executive Office Mass Notification System Program Manager 10 Civic Center Plaza Santa Ana, Ca 92701 Teara.leblanc@ocgov.com PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VII➢. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX. Termination: The COUNTY or any PAPTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non -PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter -departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi -jurisdictional notification use as needed. Page 4of5 Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior toterminating the Agreement, All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY, this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE By: 'Date: Thomas Mauk, County Executive Officer County of Orange PARTICIPANT: CITY OF HUNTINGTON BEACH By �- .. ..... 02102_/2009 Autho Signature Print Name and Title Fred Wilson, City Administrator AS T r� 'r`JRdi6t RAtvG GGP�TY . °'4 Page 5 of 5 OeQuty Ltcy ;�i}�;, p�. _ ' t PUBLIC MAss NoTIFICATI®N SYSTEM WITH THE NTI GRoup, INC. Contract Recitals................... ................................................................................... ......... ................................ 4 Articles............ .................... _................ ................ ..................................................................... 4 General Terms and Conditions A- 4 B. Entire............................ ................. .................................................................................... 4 C. _~_-^__._________,~____________--__'_--5 D. Taxes .... ....... --....................... ............. ----__.-__-_--_-.-.-_ ----5 E. Delivery ....... --- ......... ....................... ... ............. ........ _......................... .................... ............... 5 F. Acceptancefflayment. .... ......................................................... ............................................ ......... -} G- Waxoonty_... ... -............. .... .................... ............................................................... .......... ....... 5 H. Iohin8emmmnt.................................................................. ....... 6 1. Assignment or ---____'_.~'-_-_~~~_..____-__~_______.6. I.--'---------_'__'_'~-_-__.---__--_~-_--__'------6 hC'Termination- '-_-.--`-.-,._-.---_--__'~--_'.__--__._..--'-.--'----.--.--..---.-7 K^Consent mnB�w�hom����v��----'_-.-~--._-~.----._-.------..--~-.--_--.................. 7 M'Remedies Not Gxcbusivm..-......... ........ -... ^-.^'............ ................. ...................... .... '-................ 7 0V.Independent Contractor .............................................. ....................... .......................................... '/ 0'Performance .......................... --................ ....... ............................................... ............... ........... 7 F1, ...........��...... ................... ..'.......'.......������................'.. .'...... 7 Q.Bills and................................................. ......... ................................. ...................... .......... 1# R. Changes __..--'__'---_.-'_—''-~_._---._---_-'___------_---''-__'-l0 D-Change ofOwnership ............................................................... -........... _............ -...... ... ........... 10 1CFmm:e Majeumu........................ ...................... ................................................................................... 10 U. Confidentiality ................................................ ......................................................... .......... ........... l0 lQl[Com*p�onme w@`Law�.--_-_-.~__----__-.~------'-_-.--___'-'_'--.'_-.'- W.Freight ................................... ....... ............................ .................. .................. .............................. lb �0 X. Pricing _-'_-..-_.-_.-.._-.___--_---____--'-_-'------'--''------- Y. WaivermfJury Trial .................................... .................................. -.................................... ........ Il Z.Terms and Conditions ........................................... .................... ..................................................... lI AA. ____________,__._____.______Il 8B. Severability .............................................. ..................................................................................... 1l CC. Calendar Day ......................................................... ................. ................................... ................. ll DD. Attorney Fees ............................ .................................................................................................. l} B2. -'__--._.-^_'-_--______--__'--_ll FF. Authority ................................ ___........ ............... .......... _.................................... 11 Additional Terms and Condition iScope of Contract ........ ........................................ .............................................. .................... .... 12 2, Term uf Contract ........................................................................................................ ... .............. l2 1 Fiscal Appropriations __----'----'—_-----........... .............................................l2 l24. PmcwUemcm__-__-~'---.--'.--_--._---_.__--.~'_'--.-_'-'--------'----- 5. Compensation __'--'.----'_''---'-----'---'-------'----'------'---')2 l26' Pn�xct0�mn�,r- .-'---'-._—__----'__-_-----._-- 7. Contractor Personnel ....................... ..................... .................................................... --..--l2 contmammwnxmu90 2 115..*8 9. Contractor's Records....................................................................................................... .........13 10. Conflict of interest — Contractor................................................................................................. 13 11. Ownership of Documents...............................................................................I............-----------.---_.. 13 12. Data -Title to.................................................................................................................................13 13. Breach of Contract ............................... ............................................................. ................ ..... _...... 13 14. Contract Disputes...................................................... .......................... _... .............. --------------.....- 14 15. Stop Work..................................................................................................................................14 16. Termination ± Orderly................................................................................................................. 14 17. Notices ...................................................................---......,............................................._........... 14 IS. Incorporation...............................................................................................................................15 19. Usage....................................................................................................................................... 15 20. Auditstinspections .......................... ......................,............_........------ ............... .................. 15 ............................... .......... 21. Conditions Affecting Work........................,....................,................... 16 22. Documentation............................................................................................................................ 16 23. Contractor's Expense................................................................................................................... 16 24. Gratuities............................................................................................................................... 16 25. Authorization Warranty............................................................................................................... 16 26. News/Information Release................................................................ .... _.................... .................. 16 27. County of Orange Child Support Enforcement Requirements...................................................... 16 28. Publication ............................. ... ...................... ............... ............................................................. 17 29. Errors and Omissions ......... .................................... ............ ......................................................... 17 30 Web Link...................................................................................................................................17 31. Security..................................................................................._...................._............................ 17 32. Transmission of Messages; Data .... ........................... ................................... ............................... Is 33. Limitation of Liability..................................................................................................... .... Is 34. Cooperative Agreement............................................................................................................... 18 ContrastSignature Pap ....................................... ............. .............................................................. 19 Attachments A Scope of Work ....................................... ............. .............................................................. - ........ .. 20 B. Cost/Compensation for Contractor Services................................................................................. 24 C. Staffing Plan ................................ .............................................................. ................................... , 26 D. Implementation Plan/Project Schedule.......................................................................................... 27 E. Support Services--- ...........................................................................................37 P. Acceptance and Testing Procedures.............................................................................................. 38 G. Training......................................................................................................................................... 40 Exhibits 1. Blank County of Orange Child Support Enforcement Certification Requirements Form ............. 41 This Agreement, {hereinafter referred to as "Contract" to provide a Public Mass Notification System, made and entered into as of the date fully executed by and between The NTI Group, Inc., with a place of business at 15301 Ventura Blvd_ Building B, Suite 300, Sherman Oaks, CA 91403, (hereinafter referred to as "Contractor"), and the County of Orange, a political subdivision of the State of California, (hereinafter referred to as "County") which may be referred to individually as "Party" or collectively as "Parties". RECITALS WHEREAS, Contractor responded to a Request for Proposal (RFP) to provide a Public Mass Notification System, as further set forth herein; and WHEREAS, the Contractor responded and represented that its proposed services shall meet or exceed the requirements and specifications of the RFP; and WHEREAS, the County of Orange Board of Supervisors has authorized the Purchasing Agent or his designee to . enter into a Contract to obtain a Public Mass Notification System; NOW, THEREFORE, the Parties mutually agree as follows: ARTICLES Defaldons: 1. Update. The term "Update" shall mean any bugs, patches, fixes, enhancements, improvements to the system. 2. Upgrade. The term "Upgrade" shall mean platform changes, addition of new modules or new integration points or the creation of new versions. 3. Documentation. The term "Documentation" shall mean all written and electronic manuals, training material, or other associated printed materials and updated versions thereof, which are necessary or useful to the County in its use of the Solution provided hereunder 4. Solution. The term "Solution" shall mean the entire Public Mass Notification Solution, inclusive of system access, training, documentation, and support. General Terms and Conditions A_ Governing Law and Venue.- This Contract has been negotiated and executed in the state of California and shall be govemed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394_ Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. B. Entire Contract: This Contract, and its Attachments, which have been incorporated, when accepted by the Contractor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire Contract between the Parties with respect to the matters herein and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of equipment, shall not be valid or binding on County unless accepted in writing by the County's Purchasing Agent or his designee, hereinafter "Purchasing Agent". Contras N 1000009880 4 Y25M C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on Canty unless authorized by County in writing. D_ Tries: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax E Delivery: Time of delivery of goods or Services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or description, or services that do not conform to the prescribed statement of work.. Acceptance of any part of the order for goods shall not bind County to accept future shipments, nor deprive it of the right to return goods already accepted, at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed toin writing by County. Delivery shall not be deemed to be complete until all goods, or services, have actually been received and accepted in writing by County. F. Acceptance/Payment: Unless otherwise agreed to in writing by County, acceptance of the Public Mass Notification Solution shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, including but not limited to the testing set forth in accordance with Attachment F for the Software. In the event that this Contract is terminated by County prior to acceptance of the Software, County shalt return the Software to. Contractor and shall not be required to pay any charges, fee, rates, . hourly bills, invoices or any other monies for any services rendered to the County under this Contract prior to the date of termination. County agrees that it may not utilize the Public Mass Notification Solution for any purpose other than testing unless it has provided its acceptance in accordance with this paragraph. G. Warranty: Contractor represents and warrants that the CTY Service will perform in a commercially reasonable and professional manner and will conform substantially to the description of the service as described in Section 1. The County accepts that the CTY Service is not intended to replace notification to First Responder services (such as, for example purposes only, 911, fire, police, emergency medical, and public health), which should have already been notified and deployed. Moreover, the County accepts that the CTY Service is not designed for use in any situation where failure of the CTY Service could lead to death, personal injury, or damage to property. Contractor will use commercially reasonable efforts to assure that the CTY Service remains available for access by County twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, excluding scheduled maintenance. In the event the CTY Service experiences unscheduled unavailability, Contractor will notify the party/parties responsible within twenty-four (24) hours and cooperate with the party/parties to resolve such problem as soon as possible_ In the event that the CTY Service fails to comply with the above warranty, the County shall promptly inform Contractor of such fact, and Contractor, upon receipt of such notice and at its expense, will use commercially reasonable efforts to correct any verifiable errors (by repair, replacement or re -performance) so that the CTY Service complies with such warranty as soon as possible, but not more than thirty (30) days after written notice from the County ("Cure Period"). In the event that such repair or replacement cannot be done within the Cure Period, then the County, at its sole option, may either: (i) extend the time for Contractor to correct such breach, if correction is commercially reasonable; or (ii) terminate the Contract, in which case, in addition to any other right or remedy the County may have, Contractor shall refund to the County the prorated sum of monies paid but not utilized hereunder. a Contractor will have no obligation with respect to the foregoing limited warranty to the extent the error or noncompliance was caused, in whole or in part, by the negligence or improper use of the CTY Service by the County or a third party, or a breach by the County of its obligations under this Contract- Nor will Contractor be responsible for delays, errors, failures to perform, interruptions or disruptions in the services contemplated under this Contract caused by or resulting from any act, omission or condition. beyond Contractor's reasonable control, whether or not foreseeable or identified, including without limitation, the loss of, or improper access to Recipient Data, unauthorized access or interception of such data, transmission errors or corruption or security of information carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, strikes, lockouts, riots, acts of war, governmental regulations, shortage of equipment, Contract N 1000009890 5 MIMS materials or supplies, fire, power failure, earthquakes, severe weather, floods or other natural disaster, or the County's, a User's or any third party's applications, hardware, software or communications equipment or facilities. b. Except as expressly stated otherwise in this Contract, the CTY Service is provided "AS IS" with no guarantee that it is error free, will perform or be uninterrupted, or that defects can or will be corrected. Contractor makes no warranties, express or implied, with respect to the CTY Service, including without limitation, in connection with third party applications, and Contractor specifically disclaims all other warranties regarding the CTY Service including any implied warranties of merchantability or fitness for a particular purpose, or any warranties arising from a course of dealing, course of performance, usage of the trade or trade practice. H. Patent/Copyright Maswials/Proprietary Infringement: Contractor will defend or settle any action brought against the County to the extent that it is based upon a claim that the CTY Service, as provided by Contractor to the County under this Contract and used within the scope of this Contract, infringes any copyright, trade secret, U.S. patent or other proprietary right. Contractor's obligations hereunder are contingent on the following conditions: 1. The County must notify Contractor in writing promptly after County becomes aware of a claim or the possibility thereof, and 2. The County will cooperate with Contractor. in the settlement, compromise, negotiation, and defense of any such action. Contractor will reimburse County for reasonable out of pocket expenses that it incurs providing that assistance; and 3. The County must provide Contractor with all information related to the action that is reasonably requested by Contractor, and 4. If as a result of an infringement claim the County's use of some or of all the CTY Service is enjoined by a court of competent jurisdiction, Contractor will at its option and at expense either: a. Modify or replace either all or the infringing part(s) of the CTY Service so that they are no longer infringing, provided that the so modified CTY Service is functionally equivalent in all material respects to the infringing parts of the CTY Service; or b. Procure the right for Contractor to continue using the infringing part of the CTY Service; or c. If neither of the foregoing options is available to Contractor using commercially reasonable efforts, Contractor will terminate the Contract and promptly refund to the County all amounts paid by the County to Contractor, with respect to such affected service- S. Contractor shall not be liable hereunder for any settlement made by County without Contractor's advance written approval or for any award from any action in which Contractor was not granted control of the defense. 1. Assignment or Sub-contmaing: 'tile terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or subcontracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or subcontract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. 1. Idon-I➢iwHmination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of anti -discrimination law or regulation including but not limited to Section 1720 et sMg. of the California Labor Code. Conuaa N 1000009880 6 125109 K. Termination: Termination for Convenience. The County can terminate this Contract for convenience by giving Contractor thirty (30) days prior written notice of termination, provided, however, that, the County agrees that in the event of such Termination for Convenience, the County will pay to Contractor all costs incurred by the Contractor and accepted by County in providing the CTY Service to the County to the date of such termination. These costs will specifically include one hundred percent of the cost incurred by the Contractor for licensing data to the County, and any other verified costs incurred by Contractor, which will be prorated to the date of termination, provided however, that the aggregate of such costs will not exceed the annual Service Fee. Terrnlaaatio® With Cana Either party may terminate the Contract in the event of a material breach by the other party, which breach remains uncured for ten (10) days following written notice to the breaching party. In the event of a termination by County for an uncured material breach, the County will receive a pro rata refund of any amounts paid but not utilized hereunder. L. Consent to Breach Not Waiver: No term or provision of this Contractor shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. M. Remedies Not Exclusive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contract does not preclude resort by either Party to any other remedies provided by law. N. Independent Contractors Contractor shall be considered an independent Contractor and neither Contractor, its employees nor anyone working under Contractor shall be considered an agent or an employee of County. Neither. Contractor its employees nor anyone working under Contractor, shall qualify for workers' compensation or other fringe benefits of any kind through County. O. Performance: Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman- like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. P. Indemnillcation/Insur sece: INDE CATION PROVISIONS Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this ContraM as specified in Attachment A, Scope of Work. if judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. INSURANCE PROVISIONS Gmtm t N 1000009880 7 3I15..Mg Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor's expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire term of this Contract In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. All insurance policies required by this Contract shall declare any deductible or self -insured retention (SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), which shall specifically be approved by the County Executive Office (CE®)/Cffice of Risk Management. Contractor shall be responsible for reimbursement of any deductible to the insurer. Any self -insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier). Minimum insurance company ratings as determined by the most current edition of the Bests Key 1tatla g GaideJFroyertti-Casualty/United States or amambest co m shall be A- (Secure Beses Rating) and Vill (Financial Size Category). If the cagier is a non -admitted carrier in the state of California, CEO/Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Covertz Commercial General Liability with broad form property damage and contractual liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Minimum U mits $1,000,000 combined single limit per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence All liability insurance, except Professional Liability, required by this Contract shall be at least $1,000,000 combined single limit per occurrence. professional Liability may also be provided on a "claims made" basis. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. The County of Orange shall be added as an additional insured on all insurance policies required by this Contract with respect to work done by the Contractor under the terms of this Contract (except Workers' Compensation/Employers' Contract NI000009980 8 Y25/08 Liability). An additional insured endorsement evidencing that the County of Orange is an additional insured shall accompany the Certificate of Insurance. All insurance policies required by this Contract shall be primary insurance, and any insurance maintained by the County of Orange shall be excess and non-contributing with insurance provided by these policies. An endorsement evidencing that the Contractor's insurance is primary and non-contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability. All insurance policies required by this Contract shall give the County of Orange 30 days notice in the event of cancellation. This shall be evidenced by an endorsement separate from the Certificate of Insurance. In addition, the cancellation clause must include language as follows, which edits the pre-printed ACORD certificate: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT azMPOSE NO OBLIGA:1 0 i OR LIABILITY OF ANY KPID UPON THE COMPA--'4Y, M AGENT All insurance policies required by this Contract shall waive all rights of subrogation against the County of ©range and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. If Contractor's Professional Liability policy is a "claim made" policy, Contractor shall agree to maintain professional liability coverage for two years following completion of Contract. The Commercial General Liability policy shall contain a severability of interests clause. The Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers' Compensation or be self -insured in accordance with provisions of that code. The Contractor will comply with such provisions and shall furnish the County satisfactory evidence that the Contractor has secured, for the period of this Contract, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of S 1,000,000 per occurrence. Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Contractor fails to provide the insurance certificates and endorsements within seven days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified Offeror. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract. ContractNs00 M990 9 3l2%8 The County of Change Certificate of Insurance and the Special Endorsement for the County of Orange cam be utilized to verify compliance with the above -mentioned insurance requirements in place of commercial insurance certificates and endorsements Q. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of paragraph "P" above,, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. R. Changes. Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. S. Change of Ownership: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required under terms of side, or other transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. T. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 (thirty-six) hours of the start of the delay and Contractor avails himself of any available remedies. U. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County -related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. Contractor Information: The County will maintain the confidentiality of Contractor Data, the CTY Service, Account Information, training materials, and the member pages of the Contractor Website (collectively, "Contractor Information" 1 with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care,. provided, however, that, the County may disclose Confidential Information to the extent required by law or in response to a written Public Records Request under California Law. In the event that disclosure is mandated, each Party agrees to provide notice to the other prior to such disclosure together with a list and copies of, all documents that will be disclosed. V. Compliance with !taws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions; ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph "P" above, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. W. Freigbt (F.O.B. )[Destination): Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. X. Pricing: The Contract price shall include fu11 compensation for providing all required goods in accordance with required specifications, or services as specified herein or when applicable, in the Scope of Work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. Conuacr KI000009UO 10 3n5R►8 Y. WaWer of Jury Trial: Each Party acknowledges that it is aware of and has had the opportunity to seek advise of counsel of its choice with respect to its rights to trial by ,jury, and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Contract and /or any other claim of injury or damage. Z. Terms and Conditions: Contractor acknowledges that it has read and agrees to all terms and conditions included in this Contract. AA. Headings: The various headings and numbers herein, the grouping of .provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. 1313. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. CC. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. DD. Attorneys Fees: In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as a defense, each party shal I bear its own attorney's fees, costs and expenses. EE. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party has been represented by experienced. and knowledgeable independent legal counsel of their own choosing, or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other Party hereto or by any person representing them, or both. Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract. FF. Authority: The Parties to this Contract represent and warrant that this Contract has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. GG. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statues and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. § 1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Comma Nr0000D9880 I I 3.12M Additional Terms and Conditions 1. Scope of Contract: This Contract, including Attachments, specifies the contractual terms and conditions by which Contractor shall provide County a Public Mass Notification Solution under a fixed price contract for services as further set forth in this Contract. 2. Term of Contract: The initial term of this Contract is for three (3) years effective on the date execution is completed by both Parties, continuing for three (3) years fr(xn that date, unless terminated by County. Contract may be renewed for up to two (2) additional one-year, consecutive terms, upon mutual agreement of the Parties. County is not required to provide a reason, or rationale in the event it elects not to renew the Contract. Approvals are subject to approval by the County Board of Supervisors. 3. Fiscal Appropriations: This Contract is subject to and contingent upon applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each year during the term of this Contract. If such appropriations are not forthcoming, . the Contract will be terminated without penalty. Contractor acknowledges that funding or portions of funding for this Contract may also be contingent upon the receipt of funds from, and/or appropriation of funds by, the state of California to County. If such funding and/or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. 4. Precedence: The Contract documents consist of this Contract including its Attachments. In the event of a conflict between the Contract documents, the order of precedence shall be this Contract, then the Attachments. 5. Compensation: The Contractor agrees to accept the specified compensation as set forth in Attachment B as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. 6. County and Contractor Project Manager: The County shall appoint a project manager to act as liaison between the County and the Contractor during the term of this Contract ("County Project Manager"). The County Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor. Contractor shall appoint a project manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract ("Contractor Project Manager'). Contractor Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County Project Manager. The County Project Manager shall have the right to require the removal and replacement of the Contractor Project Manager from providing services to the County under this Contract. The County Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after written notice by the County Project Manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of Contractor Project Manager from providing services to the County under this Contract. 7. Contractor Persounel: In addition to the rights set forth in paragraph 6, the County Project Manager shall have the right to require the removal and replacement of any of Contractor's personnel from providing services to the County under this Contract. The County Project Manager shall notify the Contractor Project Manager in writing of such action_ The Contractor shall accomplish the removal of the specified personnel within one (1) calendar day after written notice by the County Project Manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of any of Contractor's personnel from providing services to the County under this Contract. Contract N 1000OD9880 12 3.25,% 8. Reports/Meetings: The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this Contract. The County's Project Manager and the Contractor's Project Manager will meet on reasonable notice to discuss the Contractor's performance and progress under this Contract. If requested, the Contractor's Project Manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 9. Contractor's Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of four years after final payment is received from the Courtly. Storage of records in another county will require written approval from the County of Orange assigned buyer. 10. Conflict of Interest — (Contractor): Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents, relatives, sub -tier Contractors, and third parties associated with accomplishing work and services hereunder. Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influenceindividuals to act contrary to the best interest of the County. 11. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall became and remains the property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the County. The. County acknowledges and accepts that the Connect-M Service C CTY Service") and all documents, data; and other materials provided by Contractor to the County pursuant to the provision of the CTY Service are not purchased or developed with County funds. Accordingly, nothing in this Contract grants or transfers to the County any ownership rights in the foregoing materials_ However, any materials provided by the County to Contractor pursuant to the provision of the CTY Service, will belong to the County. i 2. Data — Title to: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County_ Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be retuned to the County at the end of this Contract. 13. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract. ` l . Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; and 2. Discontinue payment to the Contractor for and during the period in which the Contractor is in breach; and 3. Onset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above; and cauu d N 10000098H 13 3I25/08 4. County may terminate the Contract immediately without penalty. l4. Cmrtract Disputes: A. The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the County`s Project Manager, such matter shall be brought to the attention of the County Purchasing Agent by way of the following process: I _ The Contractor shall submit to the agency/department assigned buyer a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision_ 2. The Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of Services. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Purchasing Agent or his designee_ If the County fails to render a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's contentions. 5. Stop Wor9r: The County may, at any time, by written stop work order to the Contractor, require the Contractor to stop all or any part of the wont called for by this Contract for a period of 90 working days after the stop work order is delivered to the. Contractor and for any further period to which the Parties may agree. The stop work, order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the stop work order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the stop work order during the period of work stoppage. Within a period of 90 working days after a stop work order is delivered to the Contractor or within any extension of that period to which the Parties shall have agreed, the County shall either Cancel the stop work order, or Terminate the Contract in whole or in part in writing as soon as feasible. County is not required to provide thirty (30) days notice of the termination of the Contract to Contractor if a stop work has been issued by County. 16. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other- held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non -disruptive business continuation of each Party. 17. Notices: Any and all notices permitted or required to be given hereunder shall be deemed duly given (1) upon actual delivery, if delivery is by hand; or (2) upon delivery by the United States mail if delivery is by postage paid Contract N1000009UO 14 3125/08 registered or certified return receipt requested snail. Each such notice shall be sent to the respective Party at: the address indicated below or to any other address as the respective Parties may designate from time to time. For Contractor: For County: The NTI Group, Inc. 15301 Ventura Blvd., Bldg. B, Suite 300 Sherman Oaks, CA 91403 Attn: Daniel Petersen Phone:818-808-1452 County of Orange CEO/1T/Finance & Contracts 1501 E. St. Andrew Place, 2"d Floor Santa Ana, CA 92705 Attn: Barbara Voelkel Deputy Purchasing Agent 714-834-7144 714-796-8416 Fax 18. Incorporation. This Contract, its Attachments A through G, are attached hereto and incorporated by reference and made a part of this Contract. 19. lUsage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage figures, if provided, are approximate, based upon the last usage. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at prices listed in the Contract, regardless of quantity requested. 20. AuditwTospectious: Contractor agrees to permit the County's Auditor -Controller or the County's authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all hooks, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor's records before payment is made. Contractor agrees to maintain such records for possible audit for a minimum of four years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County's Project Manager, Contract N1000009890 15 VIM 21. Conditions Affecting Worts: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. 'The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated. in the Contract. 22. Documentatiom The Contractor shall provide County with and maintain two (2) copies of a comprehensive Solution Documentation manual designed to document the Software functions, guide trained users and train future users as well as providing technical specifications to allow Software and Solution management by County staff. The Contractor further agrees that the County may reproduce such manuals for its own use in maintaining the Software Products provided hereunder. The County agrees to include the Contractor's copyright notice on any such documentation reproduced in accordance with copyright instructions to be provided by the Contractor. Failure to supply the requested user manuals and other associated printed materials shall be considered a material breach. County may immediately terminate without penalty. 23. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract unless otherwise specified. The County will not provide free parking for any service in the County Civic Center. 24. Gratuities: The Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Contract. .25. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 26. NewOmfornation Reeleaae: The Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of. said news releases from the County through the County's Project Manager. 27. County of Grange Child Support Enf'or-cement Requirements (Exhibit I — Blank County of Orange Child Support Enforee nt Certification Requirements Form): In order to comply with the child support enforcement requirements of the County of Grange, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish to the Deputy Purchasing Agent: A. In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address; Conu wtxI00000 so 16 3n5M B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 14 percent or more in the contracting entity; C. A certification that the Contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and D. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The required certification is listed in Exhibit I. A blank Exhibit I is attached hereto. Failure of the Contractor to timely submit the data and/or certifications required may result in the Contract being awarded to another Contractor. In the event a Contract has been issued, failure of the Contractor to comply with all federal, state, and local reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 64 calendar days of notice from the County shall constitute grounds for termination of the Contract. 28. Pu blikaE€on: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting frnm performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agreed to by both Parties. 29..Emrs and Omissions: All reports, fetes and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professionai(s) identified by Contractor as project manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction. 30. Web Link: Contractor grants to the County a limited non-exclusive, royalty -free license to place one of the digital images of the Contractor's Connect-CTY Sign-up Logo (the "Image-"), on an appropriate page of the County's Internet site ("County Site"), with a hyperlink to Contractor's CTY Web Portal ("Link"). 31. Security: All passwords and user names (collectively, "Account information"), provided by Contractor are deemed Contractor Confidential Information. The County is responsible for (i) knowing who has access to its applications and servers; (ii) keeping track of login accounts; (iii) County -side security with respect to Account Information; (iv) for activities that occur under its account; and (v) providing its Users with notice of the terms and conditions under which access to the CTY Service is granted. The County agrees to (i) immediately notify Contractor of any unauthorized use of Account Information or breach of security pertaining to the CTY Service, contmi Nr000009980 17 3t2"s and (ii) ensure that Users exit from their accounts at the end of each session. Contractor is responsible for implementing adequate security precautions for matters under its direct control. 32_ Transmission of Messages; Data: County will be responsible for the content of the messages transmitted by Users using the CTY Service and agrees not to send communications to a Recipient who "opts -out", i.e., who has indicated that helshe does not wish to receive a communication from the County. The County will only use the Contractor Data to contact individuals pursuant to the use of the CTY Service and is prohibited from downloading or Working copies of Contractor Data. Any search and on -screen display functionality is restricted to resolving incidents or assisting an individual or business entity inquiring about the use of its information pursuant to the CTY Service. 33. Limitation of. Liability: If the County suffers damages arising from or relating the CTY Service, then Contractor's aggregate liability to the County will be as follows: (a) For intentional or willful misconduct on the part of Contractor, Contractor's liability will not be limited. (b) For all other misconduct, Contractor's aggregate liability will be limited to the lesser of (i) actual direct damages or (ii) the total fees paid by the County to Contractor under this Contract. in no event will Contractor, its officers, or employees, be liable for any indirect, punitive, reliance, special, consequential, or other damages of any kind or nature whatsoever, suffered by the County or any third party arising out of this Contract or the transactions contemplated hereby, even if Contractor has been advised of the possibilities of such damages or should have foreseen such damages. 34. Cooperative Agreement (Other Orange County JwrisdkWeas Only) Other jurisdictions within Orange County who have not contracted for their own requirements may desire to participate in this Contract. The Contractor will be requested to service these entities and will be given the opportunity to accept or reject the additional requirements. If the Contractor elects to supply the other entities, orders will be placed directly by the entity, and each entity will make payment directly to the Contractor. These entities will hold harmless the County of Change from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. Contact N 1000009890 18 3n5108 Contract Sipature Page The Parties hereto have executed this Contract on the dates shown opposite their respective signatures below THE 1M GRoup, INc: �- Print Name _._. Tide Date ?Ytd.tti Print Name SV 1�lCa,rt [� Title 4� Date * N the contracting party ®s a corporation,. (2) two si$Aracor�es are required as farther set forth is this Har . The first signature shall be: (a) the Chairman of the Board; b) the President; or c) any Vice President. The second signature shall be a) the Secretary; or 2) any Assistant Secretary; or 3) the Chief Financial Officer; or d) any Assistant Treasurer. sa■aaeameeaaeaaaa®amaaeammeamamaaaamaaaamaommaamoaaeaema®a©amflamammmmmmamaaeamammoammmea®ae COUNTY OF ORANGE A political subdivision of the State of California BY f!. Date L Approved by Board of Supervisors on: APPROVED AS To FORM: C®UNTY COUNSEL By De uty Date, conuad N100000 90 19 325108 ATTAcHmENT A SCOPE OF WORK PUBLIC 1611Ass NonmcATioN SYS' m A. BACKGROUN D The County seeks to enhance its ability to deliver critical, time -sensitive information to citizens and businesses by broadcasting to phone and e-mail devices for emergency notification purposes through a mass notification system with County -wide citizen contact data and geographical zoning capability. County has contracted with the County's trap two phone providers, Verizon and AT&T, for County -wide E911 phone data. An online citizen subscription process will be implemented via the County's website to collect additional citizen contact information (mobile, VOID and e-mail), and possibly preference data (preferred language, notification types, etc.). At minimum, County shall update phone provider data quarterly. Citizen subscription data is expected to be updated in real-time or daily. Within Orange County, a variety of mass notification services or systems have already been implemented by individual cities. The primary use of these systems is to provide citizens with safety information; however, some are also used for general information notices as well. The goal of the County is to benefit from economies of scale by implementing a County -wide system that will be accessible to all Orange County cities including those not participating in the County's law enforcement services program. B. SCOPE OF PROJECT Contractor shall implement a County -wide public mass notification system with the primary objective of quickly delivering alert, warning and instructional emergency messages via phone and/or e-mail to County residents and businesses during time of disaster. The production ready system shall be licensed for use throughout Orange County's entire region. Contractor shall implement a system for County with sufficient administrative controls to manage system use across County and city public safety jurisdictions. System users shall only be capable of accessing information and launching notification sessions to citizens within their jurisdiction. The system shall have sufficient functionality, security and bandwidth to accommodate County -wide data, regional use, multilingual outbound messages, geographical call list generation and tiered system administration and use. Business Requirements of a County -wide mass notification system include, but are not.limited to, a solution that: (not specified in order of priority): ® Is established and specifically designed to facilitate public mass notification distribution, ® Offers tiered administration and security levels to optimize, manage and control system use. ® Allows citizens to register phone numbers and e-mail addresses via the County's website. ® Is capable of disseminating messages via telephone and email. ® is capable of disseminating messages to TTDITTY devices. ® Is capable of disseminating messages in citizen's preferred language (Spanish, Vietnamese or English)- 0 Contains accurate, up-to-date County -wide constituent phone and e-mail data. a Contains up-to-date County geographical maps, ® Is capable of geo-coding AT&T and Verizon phone data to County -wide geographical maps. ® Is capable of generating call lists via geographical map selection. ® is designed and managed with sufficient security, backup and redundancy. ® 1s available 99.05% of the time. .05% allowed for planned system maintenance. ® Can deliver a 30 second message to 10,000 citizen phone numbers within 10 minutes. Contractor shall perform services as follows or otherwise agreed to in writing by County: Contract N 10000M0 20 3fZMS Contractor Solution Contractor shall provide a fully -hosted, web -based Application Service Provider (ASP) solution that will provide the County an emergency public mass notification system, including all hardware, software and communications equipment required to support the business objectives. "Emergency" shall be defined as any communication deemed by County to be: • Life threatening to the public; or • ]]armful to individuals, animals and/or property from man-made or natural threats Contractor's solution shall provide the following: a.. Sped of Message Delivery - Sl.As: Contractor shall maintain Service Level Agreements (SLAB) with multiple telecommunications providers which allow it to initiate at least 2,000,000 60-second voice messages per hour. Contractor shall be able to initiate at least 1,000,000 e-mail and e-mail- based text messages (SMTP) per hour. Contractor shall be able to initiate at least 360,000 SLATS text messages (SMPP) per hour. Further, the Contractor shall utilize reliable and proven delivery methods, including superior call routing, throttling, and load balancing via proprietary algorithms. b. System Reliability and Redundancy_ Contractor shall maintain a redundant, zero single point -of - failure system. Contractor shall utilize multiple delivery methods (e.g., Time Division Multiplexing (TDM), Voice over Internet Protocol (Voft SMS, and e-mail), multiple telecommunications partners, and draw from multiple data centers that span all three national power interconnects. ® Compatibility: Contractor's service utilizes an open architecture which allows for ongoing expansion to include new technologies as well as contact capacity. Further, as a fully -hosted, web -based Application Service Provider (ASP) solution, Contractor's service does not require any software download or hardware installation. The service can be utilized on any standard web -enabled device or telephone. c. System Security: a Transmission Security: Contractor shall utilize secure transmission for all data transfer to and from County's sites. This includes secure socket layer or secure ftp that uses 128 bit SSL encryption or better. ® LDAP Security Provision: Contractor's system will integrate directly via LDAP for County end user authentication, allowing users to have the same user name and password for Contractor's service that they currently use for their employee log -in, but that information is not passed to Contractor. it also ensures that, should a user no longer be an employee, that user is immediately unable to use the system without the County having to take further action. ® Call Authorizations: Contractor's Call Authorization feature will require County -authorized individuals to approve any message before it is sent based upon client -defined issues as well as user roles and rights. Approval may be granted securely using just a telephone. County may set its own parameters around notification events which will prevent users from sending an unauthorized call or sending a call at an inopportune time of night. O NN Authentication: Contractor's service offers the option to require the call recipient enters a PIN before a message is played. This feature may be turned on fora call by call basis. This feature is primarily used for inter -office and/or divisional transmissions to confirm that the correct recipient is reviewing confidential information. * Hierarchical Controls: County will be able to segment which users have access to communicate with which recipients based upon County -defined and controlled rotes and rights per user type. a Audit Trull: The System provides an audit trail of all user and session activity. d. System Data: ® Data Management: The solution has an interface to allow System users, who have been granted appropriate system permission, to Add, Edit and Delete contact records as desired. This includes all records; entered manually, E911 data and citizen opt -in. e Data Import: Contractor shall provide data upload (i.e. "bulk loading"), data integrity cleansing and management of County -provided data, including initial and routine E9f 1 data sets. System shall identify E911 data record source accordingly. CMUWNIBO0009W 21 3nM8 a Data Integrity: The Systems contact database is designed to conform with the NENA 2.1 standard data structure. Uploaded and manually entered contact records shall be stored using standard terminology where applicable (ie address prefix, address suffix, city name, etc.). System to enforce data integrity throughout the entire application. ® Data )Backup: Contractor is responsible for providing sufficient data backup and disaster recovery operations to protect the County's data from becoming damaged, destroyed or unavailable. 6 Use 7defined Configurable fields: Contractor's service will allow for user -defined configurable fields. a Data Provision from Directory Sergi: Upon County's request and upon execution of a written amendment to this Contract, Contractor may provide telephone data at additional cost to the County. e. Ease of Use and Access Features: ® Remote Access: Contractor's service provides a streamlined solution for priority situations that allows users to record and send messages from a remote location using just a touch-tone phone. All County approved authorised users will be provided with Dial -in Messaging Cards. a Hilingual Common ity Web Portal: Contractor shall provide a secure County -specific Web page to gather County constituents' e-mail addresses, cell phone numbers, unlisted phone numbers and language preference. At minimum, web portal shall be available in English, Spanish and Vietnamese languages. Citizens shall have the ability to Add, Edit and Delete opt -in data. Web portal shall offer security mechanisms to validate users and prevent unauthorized use. e Fuse of Grouping for Targeted MessagAmg - Contractor's service will enable users to quickly and easily pre -define groups for staff, volunteers, infra -department teams, languages, and specialty groups (e.g., day care centers, senior care facilities). The user has the ability to store recipients by an unlimited number of groups. f Features for Ease of Use & Maxlnmarn Outrwch: ® Mufti -Modality Delivery Methods aW Devices: Contractor shall provide a zero -single -point - of -failure system through multiple delivery methods (e.g., Time Division Multiplexing (TDM� Voice over Internet Protocol (VoIP), SMS, and e-mail). The service delivers via multiple methods, including e-mail and SMS, and allows for delivery to multiple device types —including cell phone, PDA, pager, and .TTY/TDD devices, as well as the traditional land phone —for rapid and inclusive access. a Interactive Survey: Contractor's interactive survey feature allows users to create a message in the form of a customized survey to send to contacts_ The recipients hear a message that contains a question that they are asked to respond to via their telephone keypad. The results are tabulated by the Contractor's service and then provided to users via the website and e- mail reports. ® Message Scripting and Storage: Contractor's service shall come with a library of sample scripts and provides the option for the authorized user to record and send a message immediately or pre -record and store messages in their message library for use at a later time or date. ® GIS Compatibility: Contractor shall provide compatibility with the County's GIS neaps. With or without GIS, users can target specific areas on a map using the Systems integrated Geo-Calling feature. Contractor's service will be capable of creating specific call lists for a certain area of the County using criteria such as radius, ZIP code, and arbitrary shapes using GIS mapping. Users can also create a polygon area by clicking as many points on a map as are needed to indicate the desired calling area. The user may even draw a shape of a donut to remove a segment of the database (e.g., the "hole" of the donut is excluded from the call). This feature provides great flexibility in mapping selections to optimally geo-target the audience to receive specific messages. CAP: Contractor's service is fully compatible with the "Common Alerting Protocol Version l.l" (CAP v1.1). Therefore, the service user has the ability to create and issue CAP alerts that Contsw NIOW00MO 22 3l25f08 adhere to the 1.1 standard. As a result of the service's compatibility, the County can easily access this simple format for exchanging all -hazard alerts and warnings across multiple networks, maximizing outreach to all constituents through a user friendly process. This protocol also adheres to expected upcoming WARN Commission recommendations for best practices in alerting systems. These alerts can be utilized by additional entities and agencies for the purposes of disseminating CAP related information. �r Reports= ® Dufltin Repamrts: The Solution includes several detailed reports to assist users to monitor and maximize usage of the system. Report data can be exported to MS ]Excel. e Ad-b" Relmns: The solution offers ad -hoc report generation. Contractor's Client Care Team will support and/or aid in the development and creation of additional reports as needed. 2. Technical arclaltectmrr:+e, functional ca mmemneats. laWeraentataon mgmiirements and maintenance EN ulreweat Contractor's service is a fully -hosted, web -based Application Service Provider (ASP) solution. The service does not require any specific hardware or software requirements from the County. No components or specific configurations are required to use the service.. So king as the County user has a telephone and web -enabled device (e.g. computer) available, the user can send a message. The user can also record and send a message using only a telephone when necessary. Time service is fully independent of the County's IT hardware and telecommunication system. Contractor utilizes an open architecture to allow for rapid expansion as our clients' needs grow. The architecture exists on hardware ranging from Dell web and application servers, to Cisco networking equipment, to EMC storage arrays. 3. Stalfe : Contractor shall provide staffing as specified in Attachment C. 4. Implementation &&view: Contractor shall perform and complete the services, tasks, and obligations in accordance with Attachment D, "Implementation Plan/Project Schedule,. TMB!mm€, Manuals antl Documentation: The Contractor shall provide County with and maintain two (2) copies of a comprehensive Public Mass Notification System Manual designed to document the proposed solutions software functions, guide trained users on detail process steps and train future users. Additionally, technical specifications, including a network diagram of the systems architecture, data dictionary and data schema, shall be provided to allow proper maintenance of the System by County network and database administrator staff. The County may copy all Manuals and Documentation provided by Contractor for use and distribution to County public safety departments as needed. The contractor shall provide all technical, administrative and user training required for county staff to use the software solution. 5. SuRUrt Smiim, Contractor shall provide support services in accordance with Attachment E to this Contract. 7. Testina and Acceptance: Contractor shall provide a testing and acceptance plan (Attachment F) to be agreed to and completed by County prior to award of Contract. Said tasks shall include, but shall not be limited to verifying: system installation and configuration, tiered administration, user creation and management, Colony -wide data and map import, reconciliation and maintenance, citizen opt -in data processes, custom and geographic call list generation, outbound telephone message launch, outbound e- mail message launch, use of surveys, monitoring of outbound session activity and validation of reports. 8. Training Contractor shall provide training in accordance with Attachment G. CQUUWt NiO0OMUO 23 325M ATTACHMENT B COST1COMPtENSAT®ON FOR CONTRACTOR SERVtCU 1. COMPENSATION: This is a fixed. price Contract between the County and the Contractor for a Public Mass Notification System as further described in this Contract. The Contractor agrees to supply all goods and services to provide and fully implement the Public Mass Notification System Solution. The Contractor agrees to accept the specified compensation as set forth .in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hem -under. The County shalt have no obligation to pay any sum in excess of total Contract amount specified herein unless authorized by amendment. 2. PA.YmE '1': The total base Contract amount for the first three years shall not exceed: $1,698.037 a. Base Costs — Unlimited Emergency and Inter -Department Message Usage: County shall purchase Unlimited Emergency Message Usage service from Contractor at a cost of $0.55 per household. The Parties agree that for the purposes of this fixed -price Contract, the number of households (including residence and estimated business addresses) shall be 1,023,053, based on available consensus household count data Base cost includes an unlimited number of County and City user access accounts. Base Cosh Year One Year Two Year Three Unlimited Emergency & Inter -Department Message Usage $0.55 x 1,023,053 $562,679 $562,679 $562,679 b. Optional Costs - Premium Data: County has elected not to purchase Premium Data from Contractor at execution of this Contract. Should County elect to purchase such Premium Data from Contractor at a future date, a written amendment executed by both Parties shall be issued, and pricing for such data, for the term of this Contract, shall be as follows: Holm Costa Premium Data $0.40 M household c. Optional City (or other Orange County jurisdiction) Costs -Upgrade to include Unlimited Non -Emergency Message Usage: For any jurisdiction within Orange County there shall be the option to upgrade, through separate contract with Contractor, to include Unlimited Non -Emergency Message Usage at a cost not to exceed: tio_I City Costs Upgrade to include Unlimited Non- EmMency Message Usage $I .00perjurisdiction household 3. PAYMENT TcR ms: a. Unlimited Emergency and Inter -Department Message Usage — Invoices will be paid monthly in arrears upon receipt of invoice. contmi N10eso 24 Y25M b. Premium Data — If County elects to purchase Premium Data, invoices will be paid on a one-time basis in advance. c. City Upgrade to include Non -Emergency Message Usage: City. Upgrade will be paid for under separate contract(s) between Contractor and the City. Contractor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor. Billing shall cover services and/or goals not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goads or services not provided or when goods or services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. 4. PAYa3t;A VINvoiciNG IiNg tttJmoNs: The Contractor will provide an invoice on Contractor's letterhead for services rendered. Each invoice will have a number and will include the following information: I . Contractor's name and address 2: Contractor's remittance address (if different from i above) 3. Name of County agency or department 4. County Contract number 5_ Cost 6_ Contractor's Federal I. D. number 7. Total The responsibility for providing an acceptable invoice to the County for payment rests with the Contractor. Incomplete or incorrect invoices are not acceptable and will be returned to the Contractor for correction. The County Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Auditor -Controller for processing of payment. Invoices and support documentation are to be forwarded to: County of Orange — CEO/IT Attn: Teara Le Blanc, Program Manager 10 Civic Center Plaza, 2°d Floor Santa Ana, CA 92701 Cont-wtN100000MO 25 3, ATTACHMENT C STAFFING PLAN Staff to perform Contmet eludes Name C do tion Bing Chen Project Manager Tom Melander Project Specialist (Client Care Deanna Ellis Technical Manager David Garcia Inte ' n Spacialist Mario Joy Vice President, Client Care Joshua Roth Chief Technology Officer Contractor shall obtain approval from County Project Manager in advance and in writing prior to making any substitutions for individual project team members. Contractor may not request changes to the number of types of classifications. Roles and Responsibilities Contractor Roles and Responsibilities shall include, but not be limited to, the following: 1. Contractor Project Manager: This individual leads the implementation, training, and roll -out process from a management perspective. All daily activities, such as ensuring timely scheduling and training, ultimately rest with the Contractor Project Manager. The rest of the project team supports this resource. In addition, the Contractor Project Manager will report to the Program Manager and will work together to ensure all issues, risk, and change is managed, monitored and controlled. 2. Project Cheat Care Specialists: An additional team of Client Care Specialists work under the leadership of the Contractor Project Manager. Their role is to provide training, support, and client services for all County needs, requests and support issues. The Team shall include dedicated Specialists who will be dedicated to the County for the life of the Contract. Each Project Specialist will be assigned as a liaison to a specific component of the Project, such as Divisional Training, City and Agency Training, and is responsible for day -today management as well as performing regular new user — and refresher training. 3. Technical Manager; This individual works under the Project Manager to ensure the smooth progression of all technical deliverables, including but not limited to managing the testing process and managing any customization that needs be delivered. This resource will also work with the Contractor Integration Team to ensure the upload of data and automation of all notification services. This resource. is the technical project lead responsible for creating, and achieving sign -off on the test plan. 4. County's Project Team: The County's Project Team will include at least the County Project Manager. This resource will meet weekly with the Contractor Project Manager to discuss steps towards achievement of deliverables and additional items. COMMO N100000MO 26. 3M/08 ATTACH MENT D IMPLEMENTATION PLANAIROJECT SCHFDULE Contractor will have its Connect-M service configured and ready for County testing within thirty (30) days of award of contract. Contractor and County Project Managers will mutually work together to refine the attached exemplar Gantt chart to accommodate the County's Mass Notification System deliverable and implementation Go Live timeframe. I. Deliverable 1: Project Control Dommemt Within two weeks of contract signature, Contractor will provide the County with a detailed project control document (PCD). Project Control Document will include the following. a. Project organization roles and responsibilities b. Assumptions c. Detailed Work Plan d. Deliverable List e. Milestone Chart f. Project Gaunt Chart g, Communication Plan h. Risk Management i. Change Management Process j. Testing Strategies k. Training Strategies 1. Escalation Procedures The following deliverables will be provided within the timeframes ofthe agreed upon (revised) implementation Gantt schedule: 2. IDelbierable 2: Project gc*ent Contractor's Project Manager shall address documentation needs, including weekly Project Status Reports and any variances. If variances are recommended and approved, the Project Manager shall be responsible for regular updates to the Detailed Work Plan, Milestone Chart and Risk Management sections of the PCD within the required timeline. Contractor's Prcject Manager shall meet with the County's Project Manager at least weekly or as requested by the County. Contractor shall prepare the fast status report within 14 calendar days of Contract execution, which will include the following data as per the County's request: a. Period covered by the Report; b. Tasks scheduled for completion which were completed; c. Tasks scheduled for completion which were not completed; d. Tasks not scheduled for completion which were completed; e. Tasks scheduled for completion next reporting period; f Issues resolved; g. Issues to be resolved with recommended solution; and, h. Summary of project status as of reporting date. Additional reporting may be included as agreed upon by the County and Contractor Project Managers in consultation. 3. ®elivsrable 3:1Business Process Overview Upon the completion of the discovery phase of the project with the County, Contractor will provide the required summary report of the existing mass notification systems, needs assessment, and recommendations for best practices. colowt N 1000MUO 27 3n5= Contractor will provide a Best Practices for Use Guide as part. of the Implementation. Clients' typical. needs in this phase are. identification of User Rights and Roles for system use and establishment of best practices policies and procedures_ 4. Deliverable 4: Data loading and maintessa e Contractor will work with the County to load E911 data and additional data files as needed. Contractor will assign an Integration Specialist to work with the County's beam. The upload and update process will be performed in a secure environment. Contractor will provide a system that allows the County to send data over encrypted Iines using SSL to ensure data is fully protected - Deliverable 4.1— SeecessNily Loaded Data Contractor will provide the requisite Data Load Report and Certification to the County. 5. Deliverable 5: System Test Place and Results Report Contractor will provide the County with a System Test Plan which includes a Module Test, and Integration Test, and Stress Test, and a Regression Test in accordance with Attachment F, Testing. Deliverable 5.1—Perform Svatem Test Contractor will perform the requisite. system tests as required by the County in Contractor's existent testing environment or other appropriate environment as governed by the System Test Plan for component and functionality testing for County sign -of. Deliverable 5.2 — Svstenn Test Results Reggrt Contractor will provide the County with reporting of documented results of each System Test conducted and certify successful testing results as required. 6. Deliverable 6: User acceptance Test and Test Results Report Contractor will provide User Acceptance Test as required in a simulated environment as required, per Attachment F, Acceptance. Deliverable 6.1— User Agmytance Test Results Report Contractor will provide the required User Acceptance Test Results Report within one week of tests as required per Attachment F, Acceptance. 7. Deliverable 7: System Training and Documentation Contractor will provide a detailed training plan, perform user training as desired by the County and provide system documentation training material per Attachment G, Training. 8. Deliverable S: System Implementation Contractor will rollout Public Mass Notification Services to the County. A post -implementation review report will be developed and provided to the County. 9. Deliverable 9: Performance Benchmark Verification Deliverable 9.1— P'erforma®ce Benchmark Verification Man Contractor will provide the requested Performance Verification Plan with test plan and scenarios for the County's approval. The Performance Verification Plan shall dovetail with the sample Gantt chart, as customized vis-A vis the County requirements. ]Deliverable 9.2 — Performance Benchmark Verification Contractor shall conduct the Performance Benchmark Verification of the System mutually agreed upon with the County, and complete corrective action as needed, and certify as such in writing at the time of completion. 10. Deliverable 10: Initiate Post -Implementation Maintenance and Support Contract N 1 000OD9880 28 125/08 Contractor wilt implement, and continue to provide through the life of the contrail, maintenance and support services per Attachment E of this Contrail. 11. Deliverable 11: Post -Implementation Services Contractor shall provide ongoing "post -implementation- services throughout the lifetime of the Contract. Such services include, but are not limited to, the following- * Oegoing 'Training: Unlimited training, new user training and refresher training are included at no additional cost within the lifetime of the Contract. a 24/7/365 'Technical and Client Support: Provided through a toll free number and via e-mail. All users have unlimited access to this level of support through the life of the Contract. a Usage Reports: Contractor provides usage reports quarterly. Each user's account also contains real-time access to reports. a Assessment and Evaluation -Contractor will work with the County to develop. benchmarks and assist in evaluating progress toward those benchmarks. Deliverable 11.1 -Provide Additional 'Trainigg . Contractor provides this service at no additional cost to the County. Contractor shall include a systemized method for ongoing training within the Training Plan to be delivered to the County. Deliverable 11.2 - County Approved Consulting Services Contractor provides a Project Manager at the County's disposal to address these needs. Deliver*]& 111.3 - Additional System ill mac a t dou Contractor provides a Project Manager at the County's disposal to address these needs. Com w N 1000 90 29 3175= Orange County Public Man Notification Project Gantt Chart Contractor's Gantt chart will be customized as part of the PCD deliverable within two weeks of contract signature. The Gantt chart is based upon two separate timelines: 1) County EDC office and 2) additional departmental implementation. As additional departments rollout, they can easily be added to the implementation process. Please see the segments below for exemplar Gantt Charts for use. Task Name Ouradon pratlaaesaore Resource uamea r _--_-.--___ -- -- - _. 0 ! Orange county Pu0i1C hla9S N4g110t14n Pr41041 57.06 days Contractor arored 0days implementation Tasks 67.0E W" 1 Discovery Phase • Portfolio 1 Program Planning 43,04 days Nil preangagement pteparatlon 3.44 days S" Ater ity PM=ry County sponsor. Stakehold"t ens CUMPMns 0.5 n s t ff'1i ,CIO i e ! 7asntlfyCduntyPM 241aya 5 CaunySponeor Client 1(tck-off Meeting 4,211 oays ____. � d Vatdata engagement OOjeeliv;s. Detvxabka A Exp4NAtWna t say 0 ffl.County, Sponaor,Countr, Pt1 .....4. :, 0N0iiWa Loglatica (Work Space. Phones. Computer Acceaa..; 2 hm d O'Counay Sponsor Denveraole2.t: First proper SrawtReportDdhvEM(aCountyAN 04ays 4 i I-_ 0evelop Project Control Document fPCD) 0,8d Dope 2 00"Mut Syatedi oesaiption f fit d fill 3 Docureem Project Strops and Ob)eabea t nr d tfi 00c4ni"I Protract 011Anl240r Roles and Rasooft4ouiaa t hr 13 s OocumsnlProject Atsumphons 1 hr 14 NTI j Oevwp work Plan t hr is I'M Document DeW464tites Litt t M to H11 i '3 Develop Milestone Chan t hr 17 N Y I �9 Develop Dana Chan t hr to till 20 Oocwmant Communications Han t hr tA NTl 21 ! 04VMP Risk MAnagtment Porn t dr 13 flit j 42 aacumMt Change Manapertteat Process i hr t1 T!l 23- , l7aeurnenlTesting SlralapRt t fir to Nit 2 - Document Training Strategies tar 7B in _25.._ Osvelop 2aeatehon Procedures t hr 14 N1 Dativmnalaf.t,FCDDa:JvarodmCounryPM Oaaya 72,79,202722,23,24,2s , 27 Current InvironnAent 2 days t .'..2d.,.. Review Current Business dnvirori (Ora.. Oarrlcrs. Need$ . 1 2 days 4 ti7 1 �j 6:livaroara a t 8utitett,4nalysis Swr>ntery Jetporr 0.4iveream Counryr'M 0 days 28 30 Review Current Counly Te ecommunkatlons 2nvaronmanl (PB:t) 2 days 4 rf1 3i.... DallverabL 4 f Syttem MaRWme And Noboru C rlikorlan DmNer"to County 1�v .0 days 30 ! ,.... 32 Portfolio $ Prograrn Management 34.76 Jaye 33 Create Program tdensootnam Taam t day d t i .County PM I 1� tkw_pP Program Management 0AMAT (locus on buddng County panfoas rnunu! slrolegyl 2 says 33 Nl Counb pM " 95 0raAni7e Otis ntatKin woNcsllop for County dxsea about MNS Oppdttuna" 4 days 34 NTLcbunty PM 3e ` Conduct MN3 Demdastration for County Exists 1 ni 3S N1 3? Survey CA Willy DapanmaAt 1104% ill: Mti41nterest 4 nta 36 lfh,Coun y AM '.... Create Pnaraued County Departmental Rosout Man 1 day 37 N'l 3g ; Secwras Sponsors npprova on ptiortaeq Ponfoto 1 or 3a N t 40 MaAhoe County 0 paftMAIal Rollout Han 30 days 34 N t Contract N 1000009890 30 Y25/08 Gantt Chart 4911: Orange Count[ & Contractor fJ r ask Name 0 4' Pr6p4e T 6ahnkal Con fig 4ration 400 Syalem onfidmen1A0oA PIRA 42 QAkvaraora9.1 System Cd"rdna!*2w,AtWPlan Project Management 44. Project Charter 4S - Complete Project Charter ootan nec66eary rovr4,,e and Approvaut on propel mart*' 47 Imegratian Management • Project Plan 4 .. Compile project Pilo ! 4g Owam necessary reviews a -id aAArovare on project Aran SO Update project plan on regular QAAdt gi Scope Managoment 5] Review Chang* MAnagAmAA1 (lurdeaAe6 with County Sp41144t 59 Determine Escalation Procadurea for Scope ChangaS Secure Approval on Cna404 MAAAgrnl6nt WOWS and Procedures 55 Risk Management 58 Review Risk MArAgiement Oud6lneA wgh County SAonsar 51 Davaktp Risk Menagemeni Pian and Raviaw win County PIA 58 Determroc EsUTAWA PmeWures 9B Sean Approval on Rak t4anagament Oui0einesan4 Prow"r4a 30 ' Resource Management (County Pro)ectTeam) it Aaaign Project 164m ttN"S to project et9 Arrange release 4etea for each reeaurcerAody roaourceA of loam aekruor 81 Coordln6te coverA06 for the Protect team and tesling team w S4r wb fegaur tb4m Sta441 A"IftgS `, Estimate AftoArritAts 9 Spneauks d8.. Cr6ala St41f A44gAmeAt6 s7- . Communication Management U Define RApartktg SWO411ie, Format and meda 89 Create Communidvon4 Pun Secure Approval an CammunxotlonS Pan 3, Quahty MxuQemsnt 72 Defna4uany, Ouidotht4 and Requrtwta 79 Establish 4ualty Review Scn*dokS 74 Menage to Wined QuAO Revew Schedui4 with Clint CnAmpWnA j 76 Pltm Phase 78 i Project Klc"ff meeting Winn Demo jj Scnedui Ktek,bff Meeting 1a ', Caneud Project Ka:k•a!f melting w60 MNS Damn 79 Project F4101 a9 Develop Svotan rest PIAn j OurAtlaA (Pred*ceaAare IReAourceNAAIeA _ ._1.... -_ �.. ..._.__ ................. .. _i _._..... .. __._..__.. .,..._...... ___._I 944yA 27,22 till 0 days 41 11 days 4.6 days I day 34 NTI 4 firm 46 to j 11.6lava I day 46.. tn. y 4 firs 44 tn, 30 Ora 49 N'1 4,76 daye 1 hr 46 WN,Caunly Sponsor,County PM i 4 tire 62 in,Caunty PM 1 hi 53 tt't US days 1 hr 46 Nn,County Spons4rcounty PM j 1 44y W in, CAUAty Pit 4 Pro 57 tri eaunty PM tv s6 Irt it's davn j 9 days 7.46 County PM 3 days 41 County PM 2 days 62 County PM 2 rya 43 County pu.n I day 64 County Pu 2 nro as County PM 1.26 do" t to 46 County PM.N i1 I day 6a N'il t hr 69 tni 11.42 days 1 Pit 46 CountyPM,IfR I day 72 in, so days 73 to 6.26 days g 4 days 2 fire 49,44 69 86.70.71 in, 2 Pro 71 If tcaunty Pralcat Team 4.76 days n I day In, Contract N I000OO9UO 31 3/2s109 Q arl&t Ch>gl4 f111): Or+�trog�® C®alflhf Contactor a s-a9k Name i tro � 81 ', Da!ivaroblr 8 f Ten P-an Oehverea to County AV 92 Dewlap near Acceptance last Plan 83 ! Setup Ayatem 00eae for MWS team and teas team 84 Woe user ACceaa !needs 85 CMAM %t of al users end keao curre!t1 for go.iv-. i_. Build Pilot 37 San*dum Pant Review tawngs 88 Define Pilot user& Rights and ROWS 09 CteAte County Organi2ation In Plot Account 90 Coo figure Authentication Approaan 91 Configure View CustowAtiana 92 configure Groups 93 Update Seourhy tdAtrtx sa Pilot Training 99 Tram Plot Super User 96 T rain Pilot Data Lead 97 Train Not A=tsAt Administtator 98 Deliverable 8 1 Trained Staff 49 DalrvereGta 8 ?: System DocwMeretion Detivarad to County Pnt 100 Prepare Pilot Account tot Oef6ne OIS flop Center Location tU2 ` Define OIS Zoom Rang* i o9 Define 06 Radius Range ioA i Set Ca2tr ID and eMal 1D i0S Daterrnine Scope of uessagee to Be Sant n Plot r,R*aidws, 8uaines&es, `Aisne 166 ! Test Messages to Start t07 Prepare staff data 108 ; Obtain Staff Phone Data for Plot log Fa Out Staff Data Otoupinp and importing Workaheal 110 Review Deta drokp Name* 1 t 1 Cr*afh aem Group Names 112 ; Prpar` Sempe Staff 0416 FNe Test import Sampie Stiff Data File Review Arid Retina Staff Date Import i i 5 Prepare PNI Ste ff date File i ie import Put staff Data Fee 1t7 Snare Data Import Automation Script with Plot both Lead i a � ?*at Aurometlon 119 Determine Who WA at Sending Test 14t4sag*4 to Staff 120 Pr*palc tI•asa4e Scripts torTtst CAID to Staff Duralan f 0 days 80 2 days 78 0:26 days t m ao I nr 8! 4,76 days or 78 0.44 days t or 83 0.6 nrs 89 0.5 hrs 90 0.5hts 9f 1 hr 92 0.26 days 2nrs 93 2 nrs 93 2 nrs 93 0 days 95.98,V 0 days 9+ 0,13 days 0.26 Not 95 0.25 hM 101 0.25 nrs 102 a 2S t.rs tot 4 nrs 80 3.26 days 126 sky& 2 daya 105 t rr 108 1 rr 109 I hr 110 nr Ill 1 hr t12 1nr tt1 I nr 1t+. I nr tis t nr 11s 1 nr 1t7 I lay 10F 2 ore 119 Contract N I D00009880 32 312510E ReaourcaName County Pal.rt i1 County Rd +1 Mri County PWITI lin NTI 1411 N'1,Plot super user M1,Pmu Super user tYti,Paot super user nr Pot Superuser County M1 County PM NTLCounty PM N t1,Paot Oats Lead Pilot Data Lead n, NTLPWA Data Lead N kPWt011eLand tt+l,Pdat Oils Lead nPlot Data Lead N F I Pint Data Lead K I.PObi Data Lead Nf'lftlot DATA Lead NTICeuity PM ttl,PdotSupa, User Gantt Chart QV1t Omnge Cgunly & Cog=tor i w 'AAM Hdme __._ . Auratbgn Predaaaasara �Raeoutce Narrtas I 121 Record Test tlessagas td Staff 0 25 Tina i 2e.118 NTt,Pdat Super Umer i22 ' Create Test Cali tq Staff OrouP via Weq Interface 0 26 hra 121 N'IAM Super Usar 123 Create Test Cat; to Staff droup via OIAWn M!AAAging Card 0.25 pre 122 NTI,PNot Super user i }Z4 Dearbf On StANTeAt CAN Results 1 ht 123 rdil,CAunty Pt41eCiTadm ONiverebia B ZA System Taw Rssulra Repnrt (Staff Coils) Dbr;vnrea to Co„nry PAt' O dayA 124 12a Test Metaaage to Residents and Businesses 3.69 daya 12� 00140 And Ladd Resident and Ousa{aes Pot Contact Data 2 days 106 riil,RWt Data Lead 128 Oefiverabre 5. t iwa toad Report and C&IV&&SOA D@Itvered to Cow11y PAs 0 dmya 127 129 Determine wno WJt Be San4tn9 Tact 1Aeasa9eA W Raskents And 8umtntmsea 1 day 106 NTI,County pi,1 130 f Prepare h{esmagA ScriptA 2 nrs 129 ln,pimt Super user 131 Record Wessdge 0.2511rs 130,127 Nl,P6ot Super User t22 I sendtdessdgas 02Stins 131 NTI,PsotSuper User 199 Aebr4f on Cal Remiss t ;1t 132 N'n,Counly Project Teem 154 DmlivarAblb 6 ?B. System rant ti &X* ftorr ?RawsuslnaAf cov Oaln,**d fa County Pw 0 days . 13S Reflne Pilot fact required) 1:8 nays 1 8 Reytew Piled watt Implementation Team 2 his 124 Courty proper Tearn.fm Refine Pilot Based an implementatMn Team Review 1 day 134 County Protect }aanager tM 138 Document Configuration Strings 2 nrb 137 NTT 134 DalivnrobM 4.2 SoRtvere matattaagn ftmpon and Certification Daifvered to COmruy Pit! 0 days 1 as 140 ONrverobie 7 f Lser Acceptance Teat Resuirs Ragan Deilverea to Cow1ty Pit 0 days 136.a2 __.....• 141 i Pilot ComprAte Y; 139,1j0 Oda,.1 (. _.. 14 Pow-Pltot Phase FA days Aar,vaMbla 9 2 System in ProddM do UO 0 days 1 -I t44 Conduct Poat-ImplementationRevtev,SamaMn 2nre 143 tf ICduntyprotect ?tam 1a5 Dbbirtrabfe 9 4 Post unplementown Rbnnv ftaport Lkfivered toComity PN 0 days 144 j qd Obllverable 9 3 Nbn-WiU. M Syarerll 4 Pi'WW ion lase far 30 ConsecWrve Days 0 days 143FS-30 days i 147 ! Performance flanchlnsrking 4 days j 4B 040100 Par OMAnoa 8ancnmAA VatiflcAVA Plan 2 tlays 146 NT eg l Deliverable 40 1 PerfonnanCe 8*r)Chtnark VartRCahOn Plan iks!ivarad M County t 0 days 148 ( i 5o ! Conduct P9-to ^mange sanonma'k Ve,1114A Mn 2 days 149 i j 5j _y Dt.worabta 40 2 Performance Benchmsrk Varttfcat," ResWta Del"M toun Coty fall 0 tlsya 1 S0 1 S2 Create use Guddcllnes and Protocols 6 days f t 59 PrePAM Draft ONO doldal lies, Ana protccole 5 days 141 County Protect Manager S1 ! Ravtsw Draft at use Ourdesrros and Protocol 2 (JAY* 10 County Project Team 1 ag i Finatae use awic Ties and ProtocotA 4 day 1 S4 County Project IdArlagar 158 i Prepare County for On-"m Messaging to Residences and Sualnaaeea 66 days _._. Aat,m>N1e scope at County lammmaging to Rasldents and 8umtnbsttea day 8 County Pid i { 5@. Determine UuM,1:1 AvdWtak tO CAUniy for Reafdt2lt And &uasnaaa DAM 5 dAy9 'S7 Caynty Pbl DrderE-➢t{ Milktrom"e{cdm 43daym 'P+$ t qurdyPid Clean-up E411 041A 3 days 159 W, ,County Pdot Data Laid contract N 1000009880 33 la5a Gantt Chart (V1: ®ranee County & Cotrlitct 10 TaQName 181 Load E911 Data ..__. 182 m4intewee and support Phase 163 ' Estaoksh Ongoing Support Procedures (reporting, usage anarysi, use astillAgAtan r resolution i iB! E41at>han Ongoing Caent Care Support �..._185.. DajrvwroAlaf, Ma,nrensncaand SaWarl i88 Esteban New usarTrarnng Process f 16� EstatMah Ne^w user updata Process td8 yairverdola f2.! Additional 7rairtrap ISO 00"raere 12.2 CountygaprovadConsulnnp&♦ et* t 70 Detivbretue 12 3 ,Admrionar Sysrsm pocumenration 171 � 172 Implementation Per County Dapartmant fRapaetable, for Eech Deparment► 173 Plarwrig a Organlxatlon Phase Per County Department i7A... identify SPanaoro at Departmental Level 176 Define Scope of Project 176 Proj"t Management 177 Project Charter 178 Compute Project Charter 179 `. Obtain necessary revlawa and approovala on proiee, mass- 180 Integration Martagamem • Project Plan f e i Complete propel plan 182 i obtain necessary reviews and approvals Of. protect plan i69 upoata proAct plan on regular basi 'td4� Scope Management tas Review Change Management OvAtAnaa wnh County Sponsor 166 Determine Escalabon procedures for Scope Changes LL ;8* Secure Approver on Ch4nga taenagement duAbanas and Procedure% i8B Risk Management 189 Review Rlsk ManagtMnl Oudfelnea well County Sponsor ig0 Develop Rik Management Plan and Review with County PM t9a DetarmincEscantlon Pracaduret 19Z Secure Approve on Risk Management OuYlelnes and Procedures 99 Resource Management (County Projecl Team) 1 14 Magri Project TamMerroers to project 46 Arrange relaete deist for cacti retaurc:W notify raaourc4e o1 team aaeaalr, 198 Coor4nat4 coveraga for the project team and 1011ng team t97 Sona0ula regular 144m status meetings 1g8 Isomata Assignments 4 Senedulaa s99 ' Create Staff Aeatgnmants 200 CommUntcatlon @tanagemant ourenaa Preaec4ssors R4souree Names i day 180 tii t<CountY Pact Dala Lead 1.6 days 1 day 141 t1?1 1 w 163 471 o days 194 2 nrs 183 oil 1 41 188 Nli 0 days 187 o days 141 o days 141 31 days 2 days 1 44Y t d4Y 174 33 days 1.6 days 1 day 4 his 176 Il A days t day 179 4 hr$ 111 30 days 182 0,is days 1 hr 176 4 hra I t hr tag 4,16 days t hr 176 t tiny lag 4 nrs 190 t hr 191 0A days 3 days 170 3days 44 2 days 10 2 nrs 196 t day 197 2 nra 194 C28 days Contract to 10Q0009880 34 3RS/Os County Protect Manager County Project Menage+ Nn N-1 I 0 Nil NTt N 1,Counry Sponaor,County PM NTf County NA NTI N 1,County Sponsor,County, PM N 11county, Pod NTI,Coumy Pod NTI County PM County PM County PM Cwniy PM.NTI County PM County PM GaIM Chart ffl. orange Cggnty L gggJMgW � � _... a ..,....-_,..__-_.... _-- ' ; nek drama _ . _ M._ ura n �Prcdat:aaaa-ra— D � — — —u _v Resource Nemec 20t I define Reporting Siotwute Format and Media t Mr 179 County Phi 0[1 202 1 Create Common cateons Pinn 1 dAy 201 RM, i 203 j Secura Approver on Communkatlone Men t nr 202 N i1 2fsA Ctuallty Management aye 34.13 d 20S 1 Define QuAty Guidelines and Requirements 1 nr 179 County PM n 208 Establish Gunny Review Scnwuft 1 day 205 Nil 207 ! Manage to defined QYAfay Review Schedules with Client Champions 30 days 206 NTI 20d ; Prolact Kick-off meeting with Demo 6,26 days 20 SCAM he Kickoff Meeting 2 o►a "75 2t�0 Conduct Project Kick-off meeting with MNS Oamo 2 ore 209 nCounty Project Team ; 21 t Deternune Number of Divisional Related Programs + Projects 1 hr 210 NTLCounty Project Manager 212 Oebermint Departments. DrAlions and Agencies hvolvt d t nr 211 tMCaunty Project Manager 2i 3 Setup system houses for Departmental users 0,26 days 214 � Who User Access Needs 1 hie 210 county Mtn 2,16 -; Create list a1 au Wnara end keep Currant for go: Wg 1 nt 214 NTI i 216 SCAetluk Rolkole Teve, tdeezinga 1 fir 210 CaYnty, Pid NFl 217 Define Department's Users Rights and Roles 044 days 218 Credit Depth Organixatbn in Account i ht 20 Mil 9.._ 21 Configure AutnenbcAOMApp,oach D5hrs 214 N1 Cnntgurc view Custemuatbns 0 5 htn 219 NTt Configure Groups 0 S Mrs 220 fl I 222 { Update Imrity Id41Na hie 221 N t 223 - Dept near Training 0.26 days 22i 'fA r, Dept Super us:r 2 Arc 222 In 225 'rv. Dept Data LeA* 2 its 222 fCu'I 226 TrA n Dept Account Admnistrator 2 hre 222 N T I 'raning for wino) complete 0 days 224 225,228 22a Prepare Dept Accounts 0,43 Clays 2" Define GIS tdap Canter Location 0 24 tits,224 N i Dept Super Willer . 290 Define GIs Zoom Range O.26 hrs 220 NlDept super user 231 :` Define GIS Radius Rang* 0 28 h►s 230 M; Dept Super User 252 Sat Caiar 0 and Emao 10 0 2S nrs 231 MttDept Soar User 2§; AccountEhte0asned for Plot O days 232 j 234 ! 295 Prepare staff dAm Obtain Staff phone Data 0,26 days 2 days 175 County PM 29d Fw Out Staff Data Grouping And Importing WAtksheel , M 236 Mit,County PM 237 ': R*VkOw Data Group Narrwa fir 238 N1,Dept Data Load 49d ; Create Data Group Namf 1 fir 237 Dept Data Leed,N l 259 Prepare ssmpieStaff OMAfie Ar 238 Nllt3eptDatnLean 246 Tast "on S4mpk Staff Data file hie 239 KTi,Dapt Data t.ead _._ __..__ ............_. Contract N I O00009990 35 M15108 Qgnit Chart (Hill: Qringg County & Contractor 16 ' ask Name Jo 241 242., .. 243 244 44 ... 2�3 V7 248 2A9 250 252 2fs9 2" 23s Rev law and ROAt: Staff Data Impart prepare Fw Staff Data Fat Import Fur Staff Data F* Snare Data hnport Automation Script well Data Lead Test Automation Data Lord Complete Test Messages to staff DStermina WnO M 8a Sending last Messages to Stiff prepare 6 omot: SOPIA for "eat Ca9s to Staff ReOM Tant Mbsagea to Staff Cram—, I -it Cal to Staff Group vW Web Interface Creste'rast CAN to Staff Group via 016tn 1,144aa9ln9 Card Deaticl on Staff Test Call Results Teat Mesaapa to Staff Complete Aeparttnent Raudal► CoMpteta I Duration 6 prdaCQAaOra i 1 hr, 240 1 nr 241 1 hr 242 1 nr 243 1 hr 244 0 days 24S U2 days 1 day 2 hrs 243 0 28 hra 243 249 0 28 hrs 240 02Snts 25t 1 nr 262 0 days 20 0 days Contract N t D00009980 36 3125108 Nn Dept Dala Lead tfl,Dept 0*14 Loyd N71156p1 Data Lead N i1,Depi Data Laid NTLDeptData Lead NTLCatnty FM N't1,Dopt SuparLiser NAa"I Super tlser rti I,Dapt Super user NTtoept Super Usat 1,11110:0 Pto)ect Team ATTACHMFN'r E SUPPORT SERVICES 1. Support Services Availability: Contractor's Client Care Team will be available to assist County 24n/365. Contractor shall provide 24/7/365 human Client Care technical and customer support for County to address service and/or maintenance issues through a 24 hour toll -free support line at (866) 435-7684. The "hot line' number connects users to our Client Care Specialists directly. Telephone response time, in the unlikely event that it is not immediate, is within fifteen (15) minutes or less. Client Care support is also available through e- mail access. 2. Contractor Staffing: Contractor shall not outsource Client Care to call centers or other third party agencies. All Client Care is performed directly by full-time employees of Contractor who have cleared through background checks and are trained in the secure handling of data and County/municipality-specific needs. All Client Care Specialists are cross -trained in customer and technology support. Should they encounter an issue that needs escalation for resolution, the Specialist will immediately involve the appropriate member of the Contractor technology team. Additionally, County will be assigned two (2) account personnel that are specific to the account for proactive and ongoing care. County shall be provided unlimited, included support for all purposes (e-g. lost password, support placing a call) and for all County users. Contractor has Client Care Specialists located throughout the country to maximize Client Cane up -time should a regional disruption occur. 3. Client Care Services: a. Contractor shall empower technical directors to toad and integrate data from their database systems to our contact management system. b. Contractor shall provide "Quick Reference Guides" for users, replete with message script templates as well as "tips and tools" an how to create quality outbound messages to the community. c. Contractor shall assign County a Client Care Specialist who will help drive usage of the system. Based on experience in serving other clients of Contractor's service, Specialists offer coaching on message length, frequency of use, content, and tone to ensure receptiveness and satisfaction from recipients. The Specialist leads the County through an assessment and evaluation process to ensure the benefits from using the Contractor's service are tracked and documented. 4. Escalation: County shall address all questions and complaints first through Contractor's Nelp Desk, or, at County's discretion, immediately escalate issues to the Account Manager and/or Director. If the Client Care Specialist supporting the County user is unable to resolve the issue immediately for the user, the Specialist will open a trouble ticket and immediately escalate the issue to the next tier of Client Care management. The tiers of escalation are typically as follows: Level One — Help Desk Level Two — Account Manager Level Three — Account Director Level Four — Senior Account Director Level Five — Vice President of Client Care 5. Release cycle and process for installing system updates, patches, fixes, etc.: Contractor rolls out all minor updates and revisions onto the website as seamless upgrades, typically on a quarterly basis. Changes are made to the Help Menu simultaneously. CorWW N 100WW880 37 3.r2sma ATTACHMENT P ACCEPTANCE AND TESTING PROCEIIDUM 1. Testing As part of Contractor's service project deliverables for rollout, Contractor shall provide the County with a System Test Plan which includes a Module Test, and Integration Test, and Stress Test, and a Regression Test. Contractor's System Test Plan shall include but not be limited to the following: a. Introduction; b. Assumptions; c. System Test Plan; d. System Test Objectives; e. System Test Acceptance Criteria; f. System Test Schedule; g.. Responsibilities; h. Resource Requirements; L Procedures; j. Test Cases; k. Performance Tests; 1. Disaster Recovery Tests. Many of the Tests listed above are part of Contractor's regular testing process. Contractor's service is tested through daily use. Additionally, Contractor will expand the listing above into a comprehensive System Test Plan for the County's approval. Contractor shall perform the requisite system. tests as required by the County in Contractor's existent testing environment or other appropriate environment as governed by the System Test Plan for component and functionality testing for County sign -off. Contractor shall provide the County with reporting of documented results of each System Test conducted and certify successful testing results as required. 7. Aceepta Contractor will provide the required User Acceptance Test Results Report within one week of tests as required. Contractor shalt include all County required elements in the plan, such as purpose, scripts, objectives, rotes, and problem resolution. A high level Test & Acceptance Results Report format that Contractor has found successful previously is listed below. This format will be customized to meet the specific needs of the County. Test and Acceptame Results Report a. Scope & Plan Overview b. Testing Approach c. Test Schedule (Test [D#, name, description, time and date of execution) d_ Description of SetUp Procedures e. Description of Action Procedure f. Description of System Results g. Description of Expected Results h. Description of Actual Results i. Variance Reporting j. Resource Requirements for Resolution k. Corrective Action 1. Summary of Results (with Signaturetsign-off line) m. Conclusion Conuva NI000009880 38 3a5/08 This Test and Acceptance Results Report shall demonstrate services perform as required and that all features and functions operate as specified. 3. New Feature and Enhancement Testing Contractor shall put all new features and enhancements through rigorous testing including Alpha and Beta phase as appropriate prior to rolling out the feature to the client -facing interface. Contractor uses a combination of automated and manual testing to perform ongoing quality assurance testing of the service. For automated testing, Quality Assurance (QA) personnel shall utilize Mercury's QuickTest Pro. Manual testing will be performed on a case -by -case basis for testing where automation will not suffice. All issues are tracked in an internal bug tracking system and subsequently monitored by not only the individual QA personnel, but also all the Directors involved in the development and release of a feature. QA personnel are involved from the beginning of the software development lifecycle and see each feature through from development to final launch and validation. Contractor shall employ QA personnel who has undergone and cleared thorough background checks and possess quality assurance backgrounds and expertise. All major upgrades and updates shall include new user documentation and training as requested. Unlimited new and refresher training is available to all users at any time throughout the lifetime of the contract, should it be desired. If a problem is identified daring testing of the proposed system that cannot be remedied within the agreed upon time, the Contraetoar shall submit a written response to the County indicating as such and the County shale then return the system to the Contactor and the Contrast shall be terminated in accordance with Paragraph F, Acceptance, of this Contract. contract NlOO 09880 39 Yr 5.M ATTACH MENT G G Contractor shall provide unlimited training, new user training, and refresher training to all County users as an included cost of service throughout the lifetime of the Contact. Contractor recommends a web -enabled computer and telephone to accomplish the training. Training can begin within two (2) to four (4) weeks of Contract execution. Contractor will train as many users as the County deems fit, at all levels of staff and management that will be using the service. Initial training for Technical Training (System Administrators) and End Users typically is performed in a ninety (90) minute training session. Sessions can seat up -to 25 participants per session. For on -site training, the County provides a central site for training. The number of users can be adjusted at the County's request. Contractor shall provide a Train -the -Trainer model at County's request. Contractor shalt provide refresher training on -site or via web -access training, at the County's preference. Typically, refresher and new user training is requested by the County annually, and the County may request it at any time, as many times as preferred. Additionally, online help menus and refresher Flash videos are available on the service as well. Contractor shall provide the following documentation to County: I . End Users - User Guides, Send -A -Message Cheat Sheet, and Dial -In messaging card. 2. System Administrators/Technical — All items above, plus the following items: User Management Guide, County Best Practices Guidelines, Introduction Letters, and other Forms, Data Reference Guide and Upload Reference Guide. 3. Train the Trainer Users - All items above minus the Data Reference Guide, plus the following items: Trainer Script for Presentation, Trainer's handbook, Trainer's Guide to Best Practices. contma N 1000009"0 40 3?25M EXHIBIT I County of ®range Child Support Enforcement Certification Requirements Inorder to comply with child support enforcement requirements of the County of Orange, within 10 days of award of Contract, the successful Contractor must furnish to the agency/department deputy purchasing agent: A. In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address; B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity; C. A certification that the Contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and D. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. Tice certifications will be stated as follows: "1 certijy that is in full compliance with all applicable fdderal and state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to he in compliance throughout the term of Contract with the County of Orange_ I understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 10 calendar days of notice from the County shall constitute grounds for termination of the contract. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders and for no other purposes and will be held confidential by those agencies. Failure of the Contractor to timely submit the data and/or certifications required above or to comply with all federal and state reporting requimnents for child support enforcement or to comply with all lawfully served rage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to care such breach within 10 calendar days of notice from the County shall constitute grounds for termination of the Contract. After notification of award, the successful Contractor may use the forms supplied herein, to furnish required information listed above. Contract N 1000009880 41 3:25M&