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HomeMy WebLinkAboutCounty of Orange - 2013-07-01gtIFORt� � To: Clerk of the Board of Supervisors From: Sheriff Sandra Hutchens Date: February 20, 2014 Re: ASR Control #13-000722 Board Meeting Date June 18, 2013 Submitting Dept. Sheriff -Coroner I certify that the attached fully executed ❑ Agreement ® Agreement(s) listed on Exhibit A and attached to this certification are an exact iteration of the agreement(s) presented to and approved by the Board of Supervisors on the above listed meeting date. I further certify that I have been authorized to execute said agreement(s) and have personally executed same. _Sandra Hutchens Sheriff -Coroner Name Title Date Exhibit A 2013 AlertOC Memorandum of Understanding • Aliso Viejo • San Clemente • Anaheim • Seal Beach • Brea • San Juan Capistrano • Buena Park • Stanton • Costa Mesa • Tustin • Cypress • Villa Park • Dana Point • Yorba Linda • Fountain Valley • Costa Mesa Sanitary District • Fullerton • East Orange County Water District • Garden Grove • El Toro Water District • Huntington Beach • Mesa Water District • Laguna Beach • Midway City Sanitary District • Laguna Niguel • Moulton Niguel Water District • Laguna Hills • Municipal Water District of Orange • Laguna Woods County • Lake Forest • Orange County Sanitation District • La Habra • Santa Margarita Water District • La Palma • Serrano Water District • Los Alamitos • South Coast Water District • Mission Viejo • South Orange County Wastewater • Newport Beach Authority • Orange • Trabuco Canyon Water District • Placentia • Yorba Linda Water District • Rancho Santa Margarita • University of California Irvine • Santa Ana 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 , 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. MA-060-13011688 ("Agreement") with Blackboard Connect, Inc., for the provision of Public Mass Notification System Services, on or about May 21, 2013, 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. MA-060-13011688), 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. Pagel of 5 NOW, THEREFORE, the parties agree as follows: I. Definitions: "Agreement" shall refer to Orange County Agreement No. MA-060-13011688 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, agents, employees or volunteers may sustain or incur or which may be imposed upon Page 2 of 5 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. III. Term: This MOU shall be in effect from July 1, 2013 and shall expire on June 30, 2017, 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 tX. 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 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 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 - emergency notification situations shall exist only between Blackboard Connect, Inc. and Page 3 of 5 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 Connect, 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, export resident provided contact information prior to termination. Resident provided Page 4 of 5 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 1 By: Date: d Sandra Hutche , Sheriff -Coroner County of Or ge PARTICIPANT: City of Huntington Beach Date: truth ze Signature Fred Wilson, City Manager Print Name and Title APPROVED AS TO FORM JENNIFER" TH, CityAttoffiey �9► Aumv b(QQ Page 5 of 5 'ROVED AS TO Faft O�FtCE of THE Cot Y, oRAlucE cDUM= Y e'- Dept. ID PD-13-004 Page 1 of 2 Meeting Date: 7/1/2013 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 7/1/2013 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 the execution of a Memorandum of Understanding (MOU) agreement allowing the City to continue to utilize the County of Orange Mass Notification System (Alert OC) informing the public of emergency information Statement of Issue: Approval of an MOU with the County of Orange for a four-year agreement allowing the City of Huntington Beach to continue utilizing the County of Orange Mass Notification System (Alert OC). Financial Impact: No fiscal impact. The County of Orange agrees to continue funding the system for emergency notifications through June 30, 2017. Recommended Action: Approve and authorize the City Manager to execute the "Memorandum of Understanding Between The County of Orange and Participants For Use of Countywide Mass Notification System" for the period of July 1, 2013, to June 30, 2017, authorizing the City to utilize the County's Mass Notification System. 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 (Alert OC). The system utilizes telephone, email, and text to inform the public of emergency information such as tsunami warnings, earthquake information, police activity, critical missing persons, and other similar incidents. The current MOU expires June 30, 2013. This RCA is for a new MOU which authorizes use of the Mass Notification System four more years - for the period July 1, 2013, to June 30, 2017. Public mass notification systems have become a critical component of emergency preparation and response. Mass notification systems have been attributed with saving lives during several of the Southern California wildfires that occurred over the past years by quickly notifying residents of evacuation instructions at all hours of the day or night. As with the past agreements, the County of Orange is funding the program for all participating municipalities. In the event this funding is no longer available, the city will be notified and has an opportunity end the agreement. Environmental Status: N/A xB -75- Item 6. - I Dept. ID PD-13-004 Page 2 of 2 Meeting Date: 7/1/2013 Strategic Plan Goal: Enhance and maintain public safety Attachment(s): 1. "Memorandum of Understanding Between the County of Orange and Participants for Use of the Countywide Mass Notification System" for a period of July 1, 2013, to June 30, 2017, including Exhibit A — Contract #MA-06013011688 for the procurement of a Public Mass Notification System between the County of Orange and Blackboard Connect, Inc. Item 6. - 2 HB -76- ��. �,�� -- - - ' h.��� �� a. __ �. ._, — n. i 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 J�4y p/, 0V/3 , 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. RECITAI.,S 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. MA-060-13011688 ("Agreement") with Blackboard Connect, Inc., for the provision of Public Mass Notification System Services, on or about May 21, 2013, 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. MA-060-13011688), 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. Definitions: "Agreement" shall refer to Orange County Agreement No. MA-060-13011688 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. Fold 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, agents, employees or volunteers may sustain or incur or which may be imposed upon Page 2 of 5 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. III. Term: This MOU shall be in effect from July 1, 2013 and shall expire on June 30, 2017, 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 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 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 - emergency notification situations shall exist only between Blackboard Connect, Inc. and Page 3 of 5 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 Connect, 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, export resident provided contact information prior to termination. Resident provided Page 4 of 5 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 B _. _ f Date: y; ,�-.�._ f �:���� Lam- .�' Sandra HutchTs, Sheriff -Coroner County of Orange PARTICIPANT: City of Huntington Beach Fred Wilson, City Manager Print Name and Title APPROVED AS TO FORM JENNIFER MdOAAPL C*AUOMW BY . (o 43 Page 5 of 5 Date:. --oZ -15 AWED AS TO FOra 0MUMOX.Mma" TM l r; a). 1` r CON `.f'IZACT V tINIA-000-13011688 THIS AGREI..;Iv1.1 NT ('licrcinafEer "Cunmact") for the prae.tIMItterit of a Public: Nlass Notification Sy.Mcili, is Furth r described herein is made and emered into as (it' the date fully executed by axlel between the County of (Jrrsra `,. caperatita_; thl-Ou.; 1. its Sheriff"s Department.. a political Subdivision ofthe State of(:'aliforixia, hereinafter re l'erred to :Is "C:ounty" aria f'3lac;kcbourd Connect, Inc., with I place ol' business at 15301 Ventura Tiled,. Suite :300, I3uildim, 13, Sherman Oaks, CA 91403. herein after rcfcrre:d to as ("Contractor'), which is sometimes individually referred to as "Party", Or calleetiveiy referred ttt as ' Panics. REC FALS WHEREAS, Contractor responded to a Request for Proposal (Rl'P) to provide a Public. Mass Notification Systein, as fitrtllf.'I'scat Barth hCreilt; and %VI IEREAS, the Contractor responded and represented that its laroposed services shall incet or exceed the rcyttircrrients and specifications of the RI 1'; and WHEREAS, the County of Orange Board of Supervisors has authorized the P1.13'C.h tSing Agent or his designee to enter into a Contract For a Iboblic mass Notification System; NOW, THEREFORE, the Parties nautiially UgrCe as fORotitis: ARTICI.i S A. Governing Lim, ;tit(] Venue: flliS Contract has been nf,Lotiaied and executed in the State of California and shall be oovemed by and construed colder the laws tiff the State of California. In the event of any legal action to cnfcyrce Or iliterpret this ('eytatraet, the sole and csclusi%T venue, shall be a court of competent jurisdiction located in Orange County, California. and the Parties liereto aarec to and do hereby submit to the tnrisdiCtion of such court, notlti•ithstandin g Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to w aivc any all(] all TWI-as to request that an actinn be transferred for trial to another County. & Entire Contract. This Cotitr-act, including Attachments .A, 13, and Exhibits I and 11, 'which arc attached bmto and Incorporated licreitn by this refcmice, contains the entire Contract beiwecil the Parties with respect to the matters herein and there are no restrictions, promises. warratlties or undertakings other than those set forth herein or referred to herein. No exceptions, altemativcs, substitutes or revisions are valid or binditig oil County unless authorized by County in writing. Electronic acceptance: of any additional ternis, conditions or supplemental Contracts by any County employce or agent. includint., but not limited to installers of software, shall not be vakiel or budding on Coaniv unless ;accepted in writing Co ntty's Purchasing Arent or his designee, C. Amendments. No alteration or v;irialion of the terms of this Contract shall be valid unless made in wridn-p and si-nod by the Parties, no oral understanding or agreement not Incorporated herein shall be bittelilig Oil either of the Partis:s, and no exceptions., alternatives, substitutes or revisions are valid Or binding oil County artless authorized by Comity In %,r'Itmg. D. Taxes- Unless othervise provided bere:in or by law, price quoted does not incliide. California state sakes or use tali, Rhwklmard Cunneet. Inc- Contnctm IntwL file Folklt'r 625420 k Corm-.wt Af.;;MA-000-1301 1688 Page 1 of 32 E. Acceptance/Ilayment: t,inless otherwise agreed to in writing by COMM`. I) acceptance shrill not be deemed complete unless in wvrmng and until all the gooclstservices have actually been received, inspected, or tested to the satisfaction of County in accordance with Attachment A, and 2.) payntent(s) shall be made in accordance with Attachment B after satisfactory acceptance and within 30 calendar days upon the Auditor -Controller's receipt of an approved invoice submitted in accordance with the terms set forth herein, unless othenvise stated. 1"he invoice must be verified and approved by the County's Project Nianarger and is subject to routine processing recluuements of the County. Ill the event the. Contract is terminated for any reason„ County shall Immediattely receive one — twvclfth (1/12) of alI prepaid Annual License andlor Annual Software Maintenance and Support Fee (as listed in this (.,ontract) for each month or portion thereof remaining for the Contract term as listed in Attachme;trt A of this Contract. Tile County agrees that use of the Service for any purpose other than testing shall constitute acceptance. payments made by the County shall not preclude the right of the Comity from thereafter disputing :any items or services involved or billed under this Contract and shall not be construed as acceptance ofany part of the services. l". Warranty: The Service is provided 'as is' and shall be made available on a 99.99"f, uptime basis. To the maximurn extent permitted under applicable lawv, Contractor expressly disclaims all other representations and warranties. G. patent/Copyright \•IaterirtlsiPropr•ictary Intrinl ement: Contractor will def'eiid, indemnify_ and hold harmless County to the extent of a claim that the Service infringes any copyright or U.S. patent. Contractor's obligations hereunder are continloent on the followving conditions: (i.) County will notify Contractor in writing promptly after County becomes aware of a clalm: and (ii) The coilrty wvill cooperate with Contractor in the settlement, compromise., negotiation, and defense of any such action. _Contractor will reimburse. County fcir reasonable out of pocket expenses that it incurs providing that assistaltcc, and (iii) County must provide Contractor .vith all information .rc ated to the action that is reasonably requested by Contractor; and (iv) I f as a result of an infringement claim. Comity's use of some or of" all the Service is enjoined by a court of competent jurisdiction, Contractor will at its option either: a. Modify or replace either all of or the infringing part(s) of the Service so that they ,ue no Banger infringing. provide that the so modified Service is substantially equivalent in all material respects to the infiingim, parts of tile. Service: or b. Procure the right for Contractor and County to continue using the infringing part of the Service; or c. if neither of the foregoing options is available to Contractor using. commercially reasonable efforts, Contractor will terminate the Contract .and refund to County all arnounts paid by County to Contractor With respect to such affected service 1'3hckboard Connect, Inc. Contractor lnitiat: rite. Folder625420 2 C ontr ict « MA-060-1301 1655 Page 2 of 32 except .for such amounts that are due and payable by the County at the time of termination. (v) Contractor will riot be liable lieretineler for any settlement made by the County without Contractor's acivanc:c written approval or for any award from any action in - which the County did not act co-operativeIN with the Contractor in the settlement. compromise, ricootiation, and defense of such actions, and (vi) The foregoing indemnity shall not apply to any infringement clairn to the extent arlsln�o from the County's rise of tile Service n1 a manner not authorized by Contractor andIor County's rise of the. Service wvit11 software or}garde=:Ire, not provide by Contractor, where the use with such other software or hardware. gave rise to tile infrin<oement claim. I-1. Assignment or Stab -contracting: "ncc terms, covelrults, and conditions contained herein shall apply to and bind the heirs, succ.etsors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof mav be assizned or sub -contracted by the Contractor without the express written. constant of County. Any attempt by Contractor to assign or sub -contract 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. Non -Discrimination: In the perfonllance 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 inemploymentof persons because of file race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex- ol' such persons. Contractor acknowledges that a violation of this proviiioll 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 tip. of the California Labor Code, Termination: In addition to any other remedies or rights it may have by law, County has the right to terminate this Contract without penalty after 30 days' written notice. Either Party m2y° terminate this Contract in the event of a material breach by the other _Party, which breach remains uncured for ten (10) nays following written notice to the breaching Pasty. Cause shall be defined as any breach of contract, any misrepresentation or fraud on the part of the Contractor. Iixercise by County of its right to terminate the Contract shall relieve C';ounty of all further obli ation(s), Except. for the application of Additional. Terms and Conditions Section 3, For services rendered which meet the specifications detailed in the Scope of Work and are deemed acceptable by the County, 'unoullts will be invoiced or otherwise due and payable at the time of termination and shall be paid by the County for the exact Time up to the date of termination and as governed by Paragraph E — Acceplance?Payment. K. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused, unless such waiver or consent shall be ill writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or w=ttiver of, a breach by tale hither, whether express or implied, shall not constitute consent to, waiver of, or excuse for any° other different or subsequent breach. 1— Remedies Not Exclusive- The remedies for breach set forth in this Contract are cunitllative as to one another and as to any other provided by law, rather than exclusive; and the expression of BLICIARjar'i C'01111cct, Inc, Cormucutr 1166:11: c Fiiu Foldt:, ti2>�'20 3 Cuntmct k .1A-060-1301168,9 Page 3 of 32 certain remedies in this Contract does not preclude resort by anther Party to any other remedies provided by law. N1. Independent Contractor: Contractor shall be considered an independent Contractor and neither the Contractor. employees nor anyone working for Contractor under this Contract shall be considered an went or all employee of County. Neither the Contractor, employees nor anyone workivo for the. Contractor under this Contract shall qualify for workers' compensation or other fringe benefits of any kind throw ;lt County. N. Yer-formance: 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 alI documentation and other gc:�ocls`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, rn aclaincryequipment, materials, and supplies necessary therefore; sliall at its We C:,pcnse 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 vvc,)rk; and, if permitted to subcontract, shall be fully responsible for all work perforined by subcontractors. O. Indemnification :and Insurance: INDE INIhICATION PROVISIONS Contractor a-rces to indemnify, denify, defend with counsel approved in writing by County, and hold C:ounly, 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 INDEMNI" EE-S") harnaless from any claims, demands or liability of any kind or nature, including brat not limited to personal injury or property damage, arising fi-om or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction. because of' the concurrent active negligence of' County or County INfaEMNIlT.EE , Contractor and County agree that liability will be apportioned as determined by the court. :Neither Party sli all request n jury apportionment. INSLIRANC E PROVISIONS Prior to the provision of services under this contract, the contractor at rees 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. Ira addition, all subcontractors performing work on behalf of contractor pursuant to this contract shall obtain insurance sutaject to the same terms and conditions as set forth herein for contractor. ,All self -insured retentions (SIRS) and deductibles shall be clearly stated on theCertificate of" Insurance. If no SIRs or deductibles apply, indicate this on the Certificate of Insurance with a 0 by the appropriate fine of' coverage. Any self -insured retention (SlR) or deductible in an amount in excess of'S25,000 (S5,000 for automobile liability), shall specifically be approved by the County h.xecutivc Office-(CEO)1Of"fice of Disk i` Ianagenaent. Macktxiard Comwet. ]rrc. File Folder 62:420 C'onttuctor hma al: 0�- Contraci k NIA-060.13tnt WS Page 4 of 32 if the contractor fails to maintain insurance acceptable to the County for the full term of this contmet, the County may tenninate this contract. CQunli€1e{l Insurer Minimum instrranCC company ratings as determined by (lie most current edition of (lie Best's Kev Ratinu Gin lied states or ambest.com shaall be A- (Secure A—M, I3tst's Rating) and V III (I in>artci al size Category). 17he policy or policies of "Insurance inust be issued by an insurer licensed to do business in the state of California (C'aliforuia Admitted Carrier). If the carrier is a Iron -admitted carrier in the state of California and does not meet or execed .in A.4I. Best rating of A-/VIII, CEO/Office of Risk Management retains the right to approve or reject harrier after a review of the company's performance tint] financial ratings. If the non -admitted carrier meets or exceeds the minimum ANI, Best rating ofA-,VJII. the agency can accept the insurance. The policy or poticies of insurance maintained by the Contractor shall provide the minimum limits and covear:avc as set forth below: Coye raa eti< Commercial General Liability. Automobile Liability including coverage for non-cawried and faired vehicles NVorkcrs' Compensation Employers' Liability Insurance Errors & Omissions I..iability Insurance N'iinitnutu Limits S 1,000,000 per occurrence $2.000,000 aggregate S i ,000.000 Per oCC LUTet'I ce Statutory 51,4 00.000 parr Occuarcnce S 1,000,000 per claims maadc or per occurrence Required Cover-zwe Forms '1'lae Commercial General Liability coverage shall be written on Insurance Scrvices Office (ISO) forin CG 00 01, or a substitute turn providing liability coveraage at least as broad. The Business Luo Liability coverage shall be written ore ISO fermi CA 00 01, CA 00 05, CA 0012, CA 00 20. or a substitute fovea providing coverage at least as broad. RSequireel Endorsements The Commercial General Liability policy shall contaaiu the follom-Ing endorsements. which shall accompany the Certificate of insurance: 1) Ali Additional Insured endorsement using ]SO Form CG 2010 or CC, 2033 or a form at least as broad naming the County of Orange. its elected and appointed officials. officers, employees, agents as Additional Instn-eds. 2) A primary non-contribtuing endorscment evidencing that the contractor's insurance is primary and any insurance or self-insurance nitiintaine;d by the County of Orange shall be excess "Intl non-contributing. t11aeKb3,.sd Coww':1, Inc. file Folder 625420 ('.nn_EaCf,tY' Initial: Page 5 of 32 All insurance policies required by this contract shalt waive all rights of subro�. ation against the County of Orange and members of the l'3oard of Supervisors, its elected acid appointedof icials. officers, agents and employees wviren acting wvithin the scope; of their appointment of employment. The %Yorkers' Compensation policy shall contain a waiver of subrogation endorsement wvaivirtO all rights of subrogation against the County of Orange. and members of' the Board of Supervisors, its elected and appointed officials, officers, agents and employees. Contractor shall, with respect to all insurance policies required by this contract, give the County of Orange .ib days notice in the event of cancellation and 10 days for non-payment of'premiunl. If Contractor's Errors & Omissions policy is a "claims made:" policy, Contractor shall agree to Maintain furors & Omissions coverage for two years follmving completion of contract. The. Commercial General Liability policy shall contain a seve_rability of interests clause also klromi as ar ``separation of insureds" clause (standard in the ISO CG 0001 policy). IIISttl'at1Ce certificates should be forwarded to the agency,�department address listed oil the solicitation. If the Contractor i:alls to provide the insurance certificates and endorscmc.nts v:ithin seven days of notification by CEO/Purchasing or the agency/department, purchasing division, ay.,ard may be made to the nest qualified vendor.. County expressly retains the right to require Contractor to increase or decrease insurance of ally of the above insurance types throughout the terns of this Contract. Any increase or decrease its insurance will be as deemed by County of Orange Risk N-lanager 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 endons'ements wvith County incorpomfing 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, nor act III any way to reduce the policy coverage and limits available from tilt; insurer, P. Bills and Liens: Contractor shall pay promptly all indebtedness for labor. materials and equipment used in performance of the wvork. Contractor shall Trot permit :III), lien or charge to attach to the wvork or the premises, but if any does so attach, Contractor shall promptly procure its release and. in accordance with the retluirements of paragraph ` P" above, indemnift1, defend, anal hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising; from or related thereto. Q. Chatires: Contractor shall make no changes in the %vork or perform any additional wrtrrk without the County's specific written approval. �1 Btackloard Cimnco, Inc_ C omi-acuir Initial: Fik FolderQi3s430 6 Contract MA-060. 13011 (AS Page 6 of 32 R. Change of 08vuership: Contractor agrees that if there: is a change car transfer in 0,wriership of Contractor's business prior to completicati Of this Contract, the MW oNVIaers sh 11 be required Wider terins of sale or other transfer to assume Contractor's duties and obligations contained ill this Contract and complete there to the satisfaction of'County, S I'orce Majcure: Contraacior shall not be in breach of this Contract ditring any delay bwytnid the lime 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 giti,e;s written notice of the cause of tlic cletay 10 C'ouitty v difii 36 hours of the start of the delay and Contractor avails himself of any available remcdics. T. Confidentiality°: Contractor agrees to maintain the confidentiality of all County and County and Clanitty-related records and information pursuant to all statutory laws relating to privacy and c.onfid ntialin• that currently exist or exist at any time during the term of this Contract. All. such records and information shall be considered coni"tdentia) and kept confidential by Contractor and Contractor's staff, agents :In(,) employees. U. Compliance with L:t.m Contactor represents and N�rarrants that services to far provided under this C olitract Shall Billy comply, it Contractor's ex\pcnse, with all standards, laws_ statutes, restrictions, ordinances, requirements, and rquilations (collct;tivcly "laws"), including, trill not broiled to those; isiucd by County in its Ygcivcnimental capacity and all other laws applicable to the services at the time services are provided to :tmd accepted by County. Contractor acknowledges that Comity is relying oilContractor to CEISttre such compliance, and pursuant to the regitiremeIlls of paragraph "P" above, Contractor agrees that it shall defend, Indemnify and !told County and County lNI)I;MNITEFS hamIcss from all liability, damages, costs and expenses arising, from or related to a Violation of'such laws. V. freight (F.O.B. Destination): Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance. and wher services associated with delivery of all products deemed necessary under this Contract. W. Pricing: The Contract price, as more fully ;set forth in Attachment I3, shall include: roll compensation fear providing all required goods in accordance with required specifications, or serric.es as specified herein or when applicable, in the scope of scrvices attached to this Contract, and no additional compensation Nvill be allowed therefore. finless otherwise, provided for in this Contract. X. Waiver of Jury Trial: To the extent enforceable under California law. each Party acknowlc:dKaes 117at it is aware of and has had the opportunity to seek advice of courtscI taf` i€s Choice with respect to its rights to trial by jury. and cacti Party, for itself and its successors, creditors, and assi!ons, does hereby expressly and knoNvIngly waive and release all such rights to trial by jury in any action. proceeding or counterclaim brought by any Pany hereto against the other (and/or a+.taitist its officers, directors, emp)oyees, agents, or subsidiary, or affiliated entities) on or with regard to ainy rnatters whatsoever arising out of or in any way connected with this Contract and for any other claim of injury or daniage. Y. 'Kerins and Conditions: Conn -actor acknowlcdl ,e;s that it has read tend aLrees to all terins and conditions included in this Contract. 13E;vMmard colim t, tic. Cwiiractur Initial: F ilc F00cr (t?:S.IN �! Comtaci V NIA-060.130 E 1688 Page 7 of 32 I. hlcadin,+ s: Th� various headings and numbers bereira. the ;.trouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience oral), and shall not limit or otherwise affect the meaninollereof, A:1._ Severubility: If' :illy terns, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenflorceable, the remainder of the provisions hereof shall;remain -in full fierce and effect and shall in no way be affected, impaired or invalidated thereby._ BB.Calend ar Drays: Nny reference to the word "day" or "gays"herein shall mean calendar day or calendar clays, respectively, unless otherwise expressly provided. C.C.Attornevs Fees: In any action car proceeding to enforce or interpret any provision of this Contract, or where any provision 'hereof is validly asserted as a defense, eacli Party shall bear its owls attomey's fees. costs and expenses. DD. Interpretafimi: T'bis Contract has been raer otiale..d at ann's length and between persons sophisticated and knowledgeable iat the matters dealt with in this Contract. In addition, each Party leas been represented by experienced and knowledgeable independent legal counsel of their o�+n choosing, or has knowingly declined to seek such counsel despite lacing etacouraged 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 there, or both. :Accordingly, any rule of law (including California Civil Coda- Suction 1654) or legal decision that vvoould require interpretation of any aunbiguities in this Contract against the Party than has drafted it is not applicable and is waived. The provisions of this Contract shall be inteipreted in a reasonable manner to effect the purpose of the Parties and this Contract. EI.H.Authority: The Parties to this Contract represent and warrant that this Contract has been diili' auttaorired and executed and constitutes the legally binding obli-ation of their respective organization or entity, enforceable in accordance with its terms. FF. Employee Eligibility Verification: •fife Contractor warrants that it fully complies with all Federal and State statutes and re(2u.lations regardin'(1 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 statutes and regulations. "I'hc Contractor shall obtain_, from all employees performin' work heremider, all verification and other documentation of employment eh(uibilit-v status required by I"ederal 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. Tile Contractor shall retain all such documentation for all covered employees for tine period prescribed by the law. Tine Contractor slaa.11 indemnify, defend Nvith counsel approved in writing by Coutlty, and hold harmless, sae 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 witla any alle0ed violation of'anyFederal or State state€es or regulations pertaining to the eligibility for employment of -any persons performing work under this Contract. Additional'I"erms and Conditions 1. Term of Contract: This Contract shall commence July- G, 2013 and upoll execution of all necessary signatures and approval of the County of Orange Board of Supervisors, and shall be: I31aekboard C ontimt, Inc, Contractor Initial: Fite Folder 025420 S C'omcwt 4' NIA-000-I301108S Page 8 of 32 effective for three (3) years from that date, unless otherwise terminated by County. 'this Contract may be renewed for one (1) additional one (1) year term by mutual agreement ofboth Parties. ']'lie County does not have to give reason if it elects not to renew. Scope of Services: '[*his Contract. including any Attachments and Exhibits, specifies the contractual tends and conditions by which the Contractor shall provide a Public Nfass Notification System, as describer( in Attachment A - Scope of \York (and all other documents referenced in rattachlnent, A), under a fixed price: contract based upon payments, as set forth herein. Contractor agrees this Contract shall not lie adversely impacted by any other projects the Contractor is conducting. Nothins; iIa this Contract shall prohibit the County from acquiring the saane type or equivalent type: of services from other sources. 3. Contingency of F nnt.fhw: Contraactor ack_nol` led -es that ftniding or portions of funding for this Contract may be contin"clat upon state budget approval; receipt of fluids from, and/or obligation of funds by, the state of California to County, and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthconaimg, or are otherwise Cirnited, County may ininaediately terminate or modify this Contract without penalty. For services rendered during; the County fiscal year for which appropriation s were made, and which meet the specifications detailed in the Scope of Work and :are deemed acceptable by the County, amounts will be invoiced or otherwise due and payable at thetimeof termination. 4. Project \Manager: 'file County' and the Contractor shall. each appoint a Project N-Ianagcr to act as liaison between each Party daring the term of this Contract. The County's Project lManager shall coordinate the activities of the County staffassigned to Nvork v,,it a the Contractor. The County's Project Manager shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel. The County's 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's Project Manager. The County's Project Manager shall reviewand approve the appointment of the replacement for the Contractor's Project Manager and key personnel. Said approval shall not be unreasonably withheld. :;. Precedence: I'he Contract documents heretn consist of this Contract anti Its attachrnelatS. In the event of'a Conflict between or among [lie Contract documents, tlae order of precedence shall be the provisions of the main body of this Contract, i.e, those provisions set forth in the recitals and articles of this Cmatract, and then the attachments. 6. Conflict of interest: The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obli4lgation shall apply to the Contractor; the Contractor's employees, agents, and relatives; sub -tier Consultants: ancf thirfl parties associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from milking, receiving., providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to :appear to influence individuals to act contrary to the best interests of the County. lilac( hoard Cotntect, inc. Mile Fol&r 625-:20 Contractor Initial: t Conirnct 5? MA-060-130116" Page 9 of 32 7. (Aiild Support Enforcement Requirements. In order to comply ►villa the child support c,nforcement requircme.nts of the Cooney, within ten days of nolificatioll of selectioll of a►t'ard of Coutr.7ct but brier to official award of Contralc.t, the sel-ecled Conrtracior 3urecs to furnish the required Collmiclor data and certifications to the agency, `department deputy purchasing meat. I''ailtire of the contractor to timely submit the data and/or ca;nifications required ]nay rescllt in the Contract 1-1ting WN',1rded to another (7ontractor. In the event a Contract has been issued, failtue of the Contractor to comply with all federal and state rcportilla requirements for child support enforcement or to complywithall lawfully served Wage arttl I?arltings Assignrnctlt Orders and -Notices of Assignment shall constitute a material preach of the Contract, Failure to cure such breach xithin 60 calendar days of notice ffolu the C011111y Shall constitute ;grounds for termination of ille Contract, I'tibllcation: No copies of sketches, schedules, ► ritlen docittr7t:Ilt.S, computer based data, photographs, itlaps or m-aphs, includim, graphic art work, TCSllllin$ from poi-lormaiicc or prepared In connection with this C0171IraCt, are 10 be 1'Cle3NCd by C0111-raCtOr a1 d'Or an►=one acting under the supervision of Contractor to any pe:rsott, partnership, company, corporation, or agency, without prior written approval by the Countyt except as necessary for the performance of [lie scrviecs of this Conti -act. All press releases, including graphic display info7rrnation to be published in newspapers, magazines, etc.. ;are to be administered only by the County unless otherwise agreed to by both Parties. 9. News/Information Release: The Contractor agrees that it Nviill trot 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 obinining re►ic►v and written approval of said news releases from the Cauury through the C oteuly's project 117anager, 10. Reports/Meetings: Upon Coutlty's request. the Contractor shall develop reports and any other relevant documents necessary to complete the ser► ic" and requirements as set forth in this Contract. The Courity, project nlanat,cr and tile. Contractor's project manager Nvill Meet. Oil reasonable notice to discuss the Contractor's perroannance and progress under this Contract. If requested, the Contractor's project manager and tether pro jectL p€;rsonncl shall atttend all mccon2s. The Contractor shall provide such information duet is requested by the Count), for the purpose of monitoring progress under this Contract. 1.1. [`loch -act Disputes: The Parties shall deal in good faith allot attempt to resolve poiciltial disputes informal),. If the dispute concerning a question of fact arising under the Ier1715 of t11r5 Contract is not disposed of in a reasonable period of time by the Contractor's project manager and the County's project manager, such platter shall be brought to the attention of the County's Purchasing Agent by way of the following process: a. The Contractor shall submit to the agency./department deputy purchasing agent a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or invo7l►ririL,, this Contract, unless the County, on its anon initiative. has already renclercd such a final decision. b. The Contractor's writtcri c1cmand shall be fully supported by factual information, and, it'soch demand involves a cost adjustment to the Contract, the C.onmictor shall. include with the demand a written statement signed by a senior official indicatino that the demand is made in good f'aitli, that the supporting delta are accurate; and compiele, and ntact t�[rsrsi Cnlmmt, Inc. Co"waetnr initial: ) rile Folder 625-20 to Comma = MA-060.1.i0! HFS8 Page 10 of 32 that the amount re(piested accurately reflects the; Contract adjustnIcpt for which the Contractor believes tlae County is liable. c. fending the final resolution of any dispute arising under. related to, or involving; tills 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' tire County shall be expressly identified as such, shall be in writing, and shall be signed by tire County's 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 deerned a final decision adverse to the Contractor's contentions. The C'ounty's final decision shall be cmichisive and binding rrg;ardingg the dispute unless the Contractor corm Likes action in a court of competent jurisdiction. 12. Termination — Orderly: Upon termination or other expiration of this ('ontract, 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 assets, tangible and intat7gible. as may be necessary for the orderly, non -disruptive biisiness continuation of each Party. 13. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as project manager and key personnel attached hereto, prior to stlbmission to the County. Contractor aggrees 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 d(octillIClItS submitted by Contractor after.County approval tlicreclf, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between this. County and Contractor, and the reports, files or documents will be returned to Contractor for correction. 14. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in wvriting, except through the course of the Parties' project managers' routine exchange of information and cooperation during the terms of the work and services. Arav \written comltunications shall be deemed to have been duly given upon alctual in -per -Son delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no grcaater than four calendar clays after being nailed by US certified or registered mall, return receipt requested, postage prepaid, whichever occurs,first. The date of inanlmg shall count as the first claw=. All communications shall be addressed to the appropriate Party at the address stated herein or such other address as the Panties hereto niav desi-riate by written notice from time to time in the planner aforesaid. County: Sheriff -Coroner/ I, nier-eency Management Attn: Raymond C licun4,� 2644 Santiago Canyon Road Silverrdo, CA 92676 Ph: 714-625-705 S cc: Sheriff -Coroner/ Purchasing Services Bureau Blackboard Connect. Inc. Contractor 1166:51:'� Fi4e Foldcr625420 11 Cefntrict :: MA-060-1301 168b Page 11 of 32 Attn: Buyer 320 N. l lover Street Santa Aila, Ca 92703 I'll: 714-S3 4 700 C:c7rttrac19r: Blackboard Connect, Inc. 15301 Ventura Blvd. Suite .300 Building 1.3 Sherman Oaks, CR'1'91403 Attn. John Smith Ph: S 1 S-80S-173S Cx: 51 S-S08-1702 15. Ownership of Documents: County will own all data and inatcrial provided by the County to Contractor. The County will only receive the right to use the tiers ice and materials per iaininY; to the Service, during the terns of, and in accordance ►with, the Contract. Nothing in the Corttr:tct we•ill ;,~rant or transfer to the County any ownership rights in tlic Service or materials pertaining to the provision of the Service. The Cot1111y acknowledges and agrees that the Service::, (tie data provided by Contractor. tMilrinw yai0es and all other materials pertaining to Elie use of the service are not purchased or dewclopcd with County funds, and may not be utilised or reproduced without the writ -ten pcnitission of Contractor. 16. 'Title to Data: AH materials, documents, data or information obtained from the Comity data files or any Count%, medium furnished it) the Contractor in the perfcormance of this Contract wifl at all times remain the property of tile. County. Such data or Hif'onnation inay not be trsed or copied for direct or indirect use by the Contractor outside of the described scope of work during, after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or inforiiration, including copies, must be returned to the Counry at th< end of this Contract. 17. Contractor's Records: Contractor shall keep an accurate record of time expended by Contractor in the performance of this Contract_ Such record shut[ be available for periodic inspection by die County at reasonable tines. Such records will be retained for three (3) years after the expiration or termination of this Conlract, 18. Conditions Affecting W'ork: Tic Contractor shall be responsible for taking all steps reason.ihly necessary to aseertain the nature and location of the work to .l?c performed under this Contract, and to know the ganLral 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 withetrrt additional cost to the County. The Courtly assumes tit) responsibility for any understanding or represtmiations concerning the nature, location(s) or general conditions made by arty of its ofticers or agents prior to the execution of this Contract, unless such anferstanding or representations by (lie County are: expressly staled in the Contract. 19. Gratuities: The Contractor w,va.rrants that net gratuities, in the forrn of entertainment, =,sifts or othenwise, were offered or given by.the Contractor- or any agent or representative of the Conti -actor to any officer or employee of the County with a view toward securing the Contract or securing favorable: treatment with respect to any determinations concerilinb the Perfar'inance of the Contract. For breach or violation ref this warranty, Elie County shall have the right to terminate the Contract, either in whole or in part. and any loss or darimov sustained lad: Else Black-N)ar ] C'otinta , hic. C ootrar.-tor InivaL ) III,. Fol lcr 61-54e0 12 C nlraci V MA-060-1301160 Page 12 of 32 County in procuring on the open market any goods or services v,,hich 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 lzr.v or Under the Contract. 20. Contractor Sal'ety Standards and Work Hours: `I"Ire Contractor ww111 enssure compliance with all safety and hourly requircmetits for employees in accordance ,vith Federal, State, and County safrety and health regulations and laws. 21. Audit: The County's cfuly authorized representative sha-Il have aicccss, at reasonable times, to all reports, Contract records, documents, files and personnel necessary to audit and verify the. Contractor's charroes to the County hereunder. The Contractor agrees to retails reports, records, documents, and tiles related to charges hereunder for a period of three years follovrin- the (late of final payment for the Contractor's services heretnsder and such records shall be located in Shcrrnans Oaks, California. The County reserves the right to audit and verify the Contractor's records before final .payment is made. Audits and inspections shall take place as follows: a) such audit or inspection occurs no more than once per year, b) such audit or inspection is limited solely to records and data directly applicable to the County and/or solely to Contractor's employees rendering services to the County, and does not entitle the Cottnty to access information related toanyother of the Contractor's clients; c) such audit or inspection does not include a record reproduction right with respect to Contractor confidential intorrnation; and (1) such audit or inspection is at the County's sole cast and expense. The County's representatives shall have the right to reproduce any of the aforesaid documents. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this Contract shall be forwarded to the sui-viving entity in at mercer or acquisition or, in the event off liquidatio►1, to the COLUIty's Project hrlanagcr. 22. Authorization 1Varranty., The Contractor represents and warrants that the person executirsg the Contract on behalf of and fir the Contractor is all authorized agent NVII0 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. 23. Security Requirements: A. Contractor shall, with respect to all employees of Contractor perf*ormin<,+ services hereunder: Perform background checks as to past employment history. Inquire as to past criminal felony convictions. 3. :'Ascertain that those employees who are required to drive its the course of performing services hereunder have valid California driver's licenses and no DUI convictions within two (2) years prior to commencement of'services hereunder. 4. Perf'orni drug screening to determine that such employees are not users of ille-gal drugs or other substances. 5. Have employee complete and sign CorltraC.tor" Security Clearance and C)ran,_c Cottnty .Tail Release of Liability documents, as required by Orange County Sheriff's f)epartrnent. Wact;tx.,ard C'omwet. Inc. C urt4ractnr Initial: t ' File. Fohkr 025420 13 Com mo s M A-060-r +ot 168S Page 13 of 32 B. Contractor shall not assign to the County property- any Contractor actor- personnel as to .010111 tlic foregoing procedures indicate: I . Inability or unwiIlingness to perform in a competent manner. 2. fast criminal convictions for theft, bur,Tlary or conduct causing property damage or mental or physical harm to persons. 3. Where such employee's duties include driving a vehicle, absence- of a valid California driver's license or a DUI conviction .within the prior two (2) years. 4. Usage of` illegal drugs or other substances. C. If' any of the problems identified .vith respect to the Contractor's employees are discovered after assignment of an employee to County property, or it� County otherwise reasonably deems an assi med employee unacceptable, Contractor shall remove and replace such employee at the County, property. D:tiothiag herein shall render ,.my employee of Contractor an employee of County. E. THE CONTRAC" I WS PERSONNEL R.EQL11P..E-,;NlENTS: MI employees must pass the Comity's background check and meet all requirements as set forth below: 1. Pass Contractor's Personnel-Batckuround Checks. 2. All personnel to be employed in performance of the .work under this Contract shall be subject to back: round checks. Clearance must be updated and renc.yed every, twelve (12) from original date of clearance. 3. No person shall be employed on this .work that has not received prior clearance from the Sheriff's Department. 4. Within 15 clays of' the effective elate of this Contract, the Contractor shall prepare and submit a complete and accurate "Contractor Security Clearance" and "Orange County .tail Release of Liability" information form for all Contractor's employee who will be working on or who .vili need access to the Sheriff"s facilities to perform .work covered by this Contract. County project manager shall provide form(s) to Contractor's project manager. 5. "Contractor Security Clearance" and "Oranlp,e County Jail Release of Liability" information forms for renewal. at specified intervals and for new employees of Contractor. shall be submitted at least ten (10) County working days prior to the expiration of an existing clearance or prior to the use of any person for work occurring on Sheriff's Facilities. 6. "Contractor Security Clearance" and "Orange County Jail Release of Liability" inforrnation forms must be submitted on the original Sheriff's printed form. Facsimile or photocopy forms ewilI not be accepted. E 3Ckbaard Connect, IrFe.. i.'OBMIL'tOr Initial: Fitr.Folder 025420 ComractMA-060-13011US Page 14 of 32 i. "Contractor Security Clearance" and "Orange: County Jail Release of Liability" information forms Avill be provided by (lie Cotimty 1'rojOU klanaveFer ttpon requist aald will be screened by the Sheriff's Department. sS. "Contract. Security Clearance:" and "Orange County Jail Release of Liability" information forms shall lie thoroughly :anti accurately completed. Omissions, or false statements, rer-ardle ss of the nature: or maenitudc, may be -rounds ('or elctiving clearance. 9. The OranLe County Sheriff Department will not give the reason all individual's clear -ante is d tried. F. C.if.iNERr' L SECLfR1TY REQUIREMENT -AT `L'ORKSITE: 1. All work areas shall be secured prior to the: end of eich work -day. 2. Workmen shall have no contact. tither verbal or physical, with inmates in the facility. Specifically: a. Do not ive names or 'addresses to inTnates. h. Do not receive any names or addresses from inmat4s. c. Do ])ot disclose the identity of any inniate to anyone outside: the Facility. d. Do nol gi t' any Iliateriah- to inlnlate:s. e. Do not receive any materials (rom ininates (including, materials to he passer] to another individual or initiate). 3. Contractor's personnel shall not smoke or use prof mity or other inappropriate language while on site. 4. Contractor's personnel do not enter the: facility while under the intlue>nce of alcohol, dru{rs or offivi- intoxicants and do not have such materials in their possession. -. Failure to comply with these: requirements is a criminal act and can result in prosecuti ou. G. Contractor's personnel nnel shall plan their activities to mittm ize. the number of times they must enter and exit a facility, i.c., transport all tools. equipment, and materials needed for the day at the start of',kvork and restrict all breaks to the absolute miIIIIIttti1l. 7. C:.oittractoCs personnel shall follow any special security requirements issued by the onsite contact person or escort Deputy. Contractor's personnel shall report either to the ott-site contact person «^hen leavim,, the facility. temporarily or at the end of the xorkday. illacicbowd Cotwt i. hic. Cuntractor Initial: File t AL-r625421) l t' xttsraee� MA.060-1301168s Page 15 of 32 9. Contractor's personnel shall immediately report all accidents, shills, daninge, unusual conduious 2MFor tnausual activities to the onsite contact person or any Slaeriff-s Deputy. 10. Contractor's personnel shall securely close and check all gates and doors to ensure that they are t0itly closed and locked. 11. Contractor's personnel shall restrict all activities to the immediate work site and adjacent assigned areas. 121. Contractor's personnel shall remain with the assigned escort at all times, wiless otherwise directed by the onsite contact person. G. POTENTIAL DELAYS"INTERRUPTIONS: RRt P"TIONS: I . Contractor shall acknowledge that the primary purpose of the: detention facilities is the safe and secure operation of those facilities. To that end: a. Contractor's personnel who enter a Sheriff facility but have not passed the security screcninu, or who have falsified the security screening information. or N ho have outstandinu warrants orthe Sheriff may detain warrants. b. Contractor's personnel shall immediately comply with all directions and orders issued bye Sheriffs personnel. other than changes regarding the quality or quantity of work, which will be controlled by the designated Authorized Sei-vice Reque4tor, County Project Nlanager, Contract Coordinator or the Contract Administrator. c. Contractor's personmI may be delayed or denied access to the facility due to unforeseen events that may affect the availability of security escorts. d. Contractor's personnel may be ordered to leave a facility prior to the completionof' their work or the end of the workday by unforeseen incidents occurring within secure environments, e. Contractor's personnel may be detained within a facility until Sheriffs personnel resolve an incident. 24. Policies and Pi-ocedures: Contractor. its subcontractors, the Contractor personnel. and tall other agents_ and representatives of Contractor, will at all tinges comply with and abide by all Information Technology (IT) policies and procedures of the County that are provided or made available to Contractor that reasonably pertain to Contractor (and of which Contractorhasbeen provided with advance notice) in connection with Contractor's performance under this Contract. Contractor shall cooperate with the County in ensuring Contractor's compliance with the IT policies and procedures described in this Contract andasadopted by the County from time -to -time, and :any material violations or disregard of such IT policies or procedures shall, in addition to all other available rights and remedies of the County, be cause for tennination of this Contract. 25. Security :and Policies: all performance Lander this Contract sliall be in accordance _with the County"s security requirements, policies, and procedures as set forth in Section 24. Policies and Procedures and as modified, supplemented, or replaced by the County from time to time, firn its t1E: cklxiaicl Connect, Inc. Contractor initial:E: File Fuldxt625420 16 Comrzct=MA-060-13011OS Page 16 of 32 sole discretion, by providing Contractor with a ww�ritien copy of such rcvised requirements, policies, procedures reasonably in advance of- the date that they are to be implemented and effective (collectively, the "Security Policies"). Contractor shall at all tinges use industry best practices and methods with regard to the prevention, detection, and elimination, by at1 appropriate nleans, of Fraud, abuse, and other Atappropriate or unauthorized access to County .,.stems accessed in the perf'orinance of'scl-vices in this Contract. 26. Information Access: The C:;ourlty may require all Contractor personnel performing services under this Contract to execute a confidentiality and non -disclosure agreetrteLtt concerning access protection and data security in the farm provided by County, The County .,}fall authorize, and Contractor shalt issue, any necessary information -access mechanisms, including access IDs and passwords, and in no event shall Contractor permit any such Inechanisrns to be shared or used by other than the individual Contractor personnel to whom issued. Contractor shall provide each Contractor Parson with only such level of access as is required for such individual to perforrn his or her assigned tasks and functions. All County systems, and all data and software contained therein, including County data, County hardware and County software. used or accessed by Contractor: (a) shall be used and accessed by such Contractor solely and exclusively in the performance of their assigned duties in connection with, and in furtherance of, the performance of Contractor's obligations hereunder; and (b) shall not be used or accessed except as expressly permittcd hereunder, or commercially exploited in any manner whatsoever, by Contractor, at any time. 27, Evnlianced Security Procedures: The County may, in its discretion, designate certain areas. facilities. or systems as requiring a higher level of security and access control. The County shall notify Contractor in writing reasonably in advance of any such designation becoming effective, Any such notice shall set forth in reasonable detail the enhanced security or access - control procedures, nleasul-es, or requirements that Contractor shall be required to implement and enforce, is wvell as the date on which such procedures and measures shall take effect. Contactor shall fully comply with and abide by all such enhanced security sued access measures and procedures as of such date. 28. Breach of Security: Any breach or violation by Contractor of any of the Foregoing shall shall be deemed a material breach of a material obligation of Contractor under this Contract and may be deemed an incurable and material breach of a material obligation of Contractor under this Contract resulting in termination. 29Conduct ern County Premises: Contractor sliall, at all times, comply vJth and abide by all reasonable policies and procedures of tite County (or that may be established thereby, from time to time) that pertain to conduct on (lie C ounty's premises, possession or distribution or contraband, or the access to, and security of', the Party's real property or facilities, to the extent that the Contractor has been provided with a copy of each such policy or procedure. Contractor shall exercise due care and diligence to prevent any injury to persons or damage to property while on the: other Party's prer.nises. The operation of vehicles by either Party's personnel on the other Party's property shall conform to posted and other applicable regulations and safe - driving practices. Vehicular accidents occurring oil a Party's property and involving. either Party's personnel shall be reported promptly to the: appropriate Party's personnel. Each Party covenants that at all times during tits Term, it, and its employees, agents, and Subcontractors shall comply with, and take no action that results in the. other 'Party being in violation of, any applicable federal, state, and local laws, ordinances, regulations, and rules. Each Party's personnel shall clearly identify themselves as the appropriate Party',, personnel and not as nlacktumid C'onnect, Inc. Contractor Initial: Pite kd,tcr 625420 17 C(initact . NIA-06Ii-1301168S Page 17 of 32 employees of the. other Party. Whe:ri on the other Party's premises, each Party's personnel shall titiear.and clearly display identification badges or tags, as approved by the ether f'cirty. 30. Secu.1-ity Audits: Each Contract Year, County may perform or have performed security reviews and testing basedd on an IT infrastructure review plan. Such testing shall ensure all pertinent County security standards as well as any cult mer agency requirements, such as federal tax requirements or HIPPA. 31. Limitation of I..iability: In no event tivill Contractor, its officers, employees, representatives or licensors be liable to County (*or any indirect, punitive, reliance, special, consequential, etiemplary, or other similar damages of any kind of nature whatsoever, suffered by the other Party or any third party (including without limitation, business intelTtrption, downtime, or any use of, or failure to .use the Service, or any loss of business, contracts, profits, anticipated savings, goochvill or revenue, or any loss or c-orruption ofdata), arising out of this Contract, the Service, or the transactions contemplated hereby, even if the Contractor has been advised of the possibilities of such damages or should have foreseen such damages. Contractor, its officers and erriployees will not be liable for any damages or injury with respect to the performance of the Service, including-, but Griot limited to, any failure of performance, error, omission, defect, delay, computer virus, or line failure, interruptions or disruptions in the services contemplated under this Contract caused by or resulting from any act, omission or condition beyond Contractors reasonable control, whether or not foreseeable or identified, incl►dino but not limited to, transmission errors, or corruption or security of information carried over telec:ommulticatioil lutes, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, acts of tvar, governmental regulations, public utilities or telecommunication proN-iders, shortage of equipment, materials or supplies, fare, power failure, earthquakes, severe weather, floods or other natural disaster or the County's or :any third party's applications, hardware, software or communications equipment or facilities, unless same results From the intentional or willful .acts of Contractor. Contractoristhat responsible to the County, arty of Couaty's Recipients or any other third party r-egarding the accuracy or validity of the data entered through the. Web portal and Contractor makes no warranty that the Web Portal will be error -free or that access thereto w111 be uninterrupted. Under 110 circumstances will file allgregate liability of'Conttractor to the- County or any third party arising out of or related to this Contract or the provision of the Service, exceed the aggregate fees paid to Contractor under this Contract during the 12 month period immediately prior to the event, act or omission giving rise to such liability, regardless of whether any action or claim is based on warranty. indemnification, contract, tort or othenvise. The existence of' multiple claims will not enlarge this limit. The Foregoing limitations of liability are intended to apply without regard to whether other provisions of this Contract have been ].)reached or have proven ineffective. Nothing contained in tlae f6m,oing limits or excludes the liability of Contractor for liability which cannot be excluded by law. 32. Cooperative Agreement: The provisions aI1d pI'icing of this Contract will be extended to ether political sub -divisions and County ofOrange aaencies�`departments. Political sub -divisions told County of Orange tageuciesiclepautrnents wishing to use this Contract will be responsible for issuing their own doe uments'subordinate contracts, providing tc)r their own acceptance, and making any subsequent payments. 1-hese entities will hold harmless the C_'ounty of Orange 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 t11e use of this Contract. The cooperative entities are responsible for providing each cooperative entity a copy of the Contract Capon request by the cooperative entity. The County of Orange rnakes no guarantee of usage by 111.ickllotint Conn a. Itic C'cdixrztri : Li�itiaL Fitc Folds r 62.5420 1 Ccmtr;irt ri MA-060-1301 t 6SS Page 18 of 32 either users of this Contract, The Counter of Orange maV altthvrize the loading of this Contract Into III Electronic conlnierce Svsleni. 33. F-irst Responder Services: The primary recourse for the County in the event ofany actual or potential threat io person or property should be to contact First Responder Services. "First Responder Services" are typically defined as Law Enforcement, Fire Departinc nits, £ NIS Services, l-hazmat responders, and other like services. Contractor's Service is not intended to replace First Responder Services, or to he used for communicating I��ith, or replace notification to..or interoperate directly with, 'First Responder Services, which should have already been notified and deploved prior to using the Se.i-vice. (Sitnature Page. Follows) 1:Il.ock6oard I"'utuzc� , inc. C`oult-actor Initial: File Folder 62S420 19 C:'ardTact I! NIA-060-130116S8 Page 19 of 32 C ontract S.ii-,nature Page The Parties hereto have executed this Contract # MA-060-13011688 on the dates shown opposite their respective signatures below. *C'untractur•: Bhic )ard C'ortr • 11;,Allc. By: _ y �,,�, fitic: 1 C2- - S . l'rirlt Name: � c;-s' Date: -fJ� !`} t i xC onu root 131;t rd Connect, hic. 'Title: st."'a, 7'TA-)Z-f Print tiarlle:e tcx i_ [ _ ,rc,tt .JA ti. Dace: l AP IL%L 2_tJ i 2 *lf- a corporation. the document must be signed by two corporate officers. The first signature must be either the Chairman of the Board, President, or any Vice President. The second signature must be the secr Iary, .in assistant secretary, the Chief Financial Officer, or any assistant treasurers. Conntv Of'Oran")e A political subdivision of the State of California By: Title: [Tint Dame: Approved by Board of Supervisors on: :Approved as to Dorm Office of the Coil Counsel B, p� il`:,�elica G. T.?af'tary, 1)cpt Date: 131.1c0oarJ Connect. krc. Contracttu Initial: File Folder 62�,a20 20 (Amtract r MA-060-1301 t6SS Page 20 of 32 AVI'ACHMEN'r A SCOPE of NVORK PUBIAC NIASS NOTIFICATI ON SYS"ITIM. Requirements Contractor shall implement a County -wide ptrblic mass notification system with the primary objective of quickly delivering, alert, warning, and instructional messa—es via phone. SN!IS, and./or e-mail to County residents and businesses during times of disaster. The Contractor shall provide to Cotnny a production ready systern licensed for Ilse throughout Orange County's entire regioll. Contractor shall provide a system with sufficient administrative controls to manage system use across County and city public safety jurisdictions. System users shall only be capable of vie"ving information and lattnchin�_, notification sessions to citizens within their jurisdiction. The system shall have sufficient functionality, security and banckvidth to accommodate County - "wide data, regional use, multilingual outbound messages, geographical call list generation, and tiered system administration and use. Contractor's service shall be a Software as a Service: ("SaaS"j that will accomplish the County`s mass notification objectives stated herein. Contractor's county -"vide muss notification system shall include, but is not limited to, the following: a. Facilitate public mass notification distribution. b. Tiered administration and security levels to optimize, matrage, and control system use. The service shall be highly configurable to provide granular user rights and roles, restricting data access and administrative oversight to the appropriate personnel. The contractor shall work in conjunction with the. County to define multiple user < roups "with different levels of access. Specific rights and roles for each user account profile shall be established that restrict or alto,,v defined functions and access to various levels of the database based upon (tie profile. Each department and user shall have full access to the appropriate areas of his or her purview, with capability to communicate across departments or to the public, while still providing a secure environment in which only the appropriate personnel have service access to notify their- respective stakeholders. Intuitive and easy to use interface that requires minimal training with an easy, user- friendly message l.nitlation process. There shall be four methods for delivery of messages: I . Web User Interface. The authorized user "Fill log -in to the Blackboard Connect ,service via the wet) interface Dial -In Messaging Card: The user will be issued a Dial -In Messaging Card that can be kept in a wallet. On this card the toll -free number the user calls from the t1ser Interface will be oil the card as well as the User 11). Upon entering the Message Asslstant, the user can enter their password and follow a series of telephonic prompts to send a message directly from the phone as if' he/she is using the User Interface 3. iPhone or Android application: 'file user can also create and send a message using our iPhone/'Pad/iPod or android application on any 3G or Wifi Network, The Connect App allows the user to create a voice, email and/or text message and send it to any of the groups that are created or held within the Countv's !'itacktta:r:i Connect, Inc, Conuactor Initial: I ilc Folder 625-:20 21 Contract = 3tA•06(1-1101 16,S9 Page 21 of 32 Connect account. Tile t_Iser can create voice messages by recording them directly into the ii'honefil'adl11,10d without leaving, the application or dialing the nlessa(ve assistant number. +: Client Care Help Desk: If' the user has any difficulty following the prompts, the 24,/7 365 Client Care Team is available to assist the user. Or if the user wishes to call a group other than the crisis team or "all" contacts, again, the Client Care team can support the user. d. Ability for citizens to register phone numbers and c-niail addresses via the County`s website. Contractor shall provide in interactive, multi-lingual web portal for augniented data collection beyond the initial number, to allow constituents to specify calling preferences, such as primary and secondary contact in-iiirmation, opt -in cell phone numbers, request 'jTrY/,rDD calling, and indicated a home language preference. The portal shall integrate with the service for data upload. Data collected on the web portal shall be entered directly into City's account. Authorized City users can export that data as frequently as they wish. The public and businesses may self --subscribe through the portal for cell phone, make additional opt -out sc,lections, identify primary notification numbers, etc. e. Ability for a(,encies to utilize the system for internal notification use including_ a message in the form of a customized survey with up to dine (9) clucstions to send to contacts. T'lic recipients respond to a message via their telephone. keypad. 111c, service shall tabulate the results and then provides them to users via the website and e-mail reports. t. Itlsscinrnation of nlessa_i',es to Tel unications Device for the Deaf (TD) I T eleT Ype The service slialf detect if a T-TY rnessage reaches a person or a machine and allow users to send messages to multiple devices, including T" i,yri-DD devices, to maximize access and outreach to the community. '[`his capability shall be identified in the record for each address by the individual via the portal. L,,. Dissemination of messages in citizen's preferred lan-iralgc (Spanish, Vietnamese. or E,rildish). The service shall recognize and extract the native language from a client database field for each contact and facilitate the grouping of messages by the language spoken. The service shall suppoI't voice notification in multiple languages. Text messaging and email will be available in all RoInan alphabet language. Text -to -voice collVerslon shall be preloaded in English, Chinese (Cantonese.), Chinese (Mandarin), Danish„ Dutch, French. German, Italian, Japanese, Korean, Norwegian, Polish, Portuguese. Russian, Spanish, Swedish and Vietnamese. Text -to -text translation is available from English to Danish, hutch, French,German, Italian, Norwegian. Portuguese, Spanish, Swedish and Vietnamese. ll. Accurate, up-to-date County -wide Constituent phone and e-mail data. Tlie service shall have an automated, unattended process to import E91 I or any other County provided data. UT -to -date County geographical neaps. All ('ounty data shall be automatically geo-coded with latitude and longitude coordinates to allow the County to make geofraphically specific calls (e_g. calling within a onemileradices of an incident, etc.). *rhe service shall provide aii- intuitive geo-mapping total that .will allow the County to create specific call list for certain areas of the C'ounty's by quick and easily drawing shapes on a map. This .tool shall also accept GIS GeneI'ated BoundaI'y files ("shape files") and save them IIi the systein for USeI's to recall theist at the point ofneed, as often is desired t3l::,ta x.,r�E C'onncct, trot. Contractor Initial: Filc faid,i h254'20 22 C ontnici '� MA-060-t30116"S Page 22 of 32 Capability of geo-coding AT&T and Verizon phone data to County -hide geographical Inaps. The Contractor shall utilize data extracted from tdie 9-I-1 database, and employ methods and procedures to ensure that the outbottitd telephone subscriber notification database is regularly managed_ geo-cod d. error - corrected and updated. Service shall allow for a pre-geocoded import, provides monthly non-gcoc.odcd reports upon request. All geo-coding information latllong) is the property of file County and is available: upon request. Capability of generating call lists via geographical asap selection. The service %will provide an incititivu geo-mapping tool that Nvill allow tltc County to create: specific call list for certain areas of the County by quick and easily drape inF1 shapes on a tni:tp. For the most precise reap shapes, this tool will also accept GIS Generated Bouiidary Files („shape files") and save them in the system for users to recall there at tits paint ol-ncea. as often ,is desired. Sufficient security, backup, and redundancy. Contractor shall trtilize the following measures to support physical equipment and sub;equent data security: Data facilities with redundant power feeds and data connectivity, are fireproofs flood proof, and have level 4 ranting earthquake, protection; All data shall be maintained at data centers with 24I7136.5 manned monitoring by experienced security personnel; Access to all data shall be limited to specific authorized personnel with vand identification, handprint identification, and a key card to enter the facility; and. Databases segregate into isolated VLAN's with stringent acecss control lists (ACLs) to protect data entering and exiting Blackboard Conncct's network. Contractor shall utilize secure transmissions for all data transfer to and from tilt clients" sites. Specifically, Contractor shall utilize the following protocols to ensure secure data transfers: H17PS/SSLISFTP. All data transmitted to and from a client administration wcbsite shall utilize secure trinsrnissions that use 12S bit SSL encnrption or better. :All data transfer shall be perfornied using either SSL or 5ecureFTP at the County's preference; Firewalls. All Contractor database servers at all data centers shall be behind a firewall, inaccessible from the outside and secured on a separate Virtual Local Area Network (VLAN) with non-routable IF addresses to the Internet. All firewalls shall be monitored 24,7,363 by uxperienced security pcisoltrtel using the latest industr: y standard tools Controlled Access, Employee acccss shall be controlled by stringent a'cccss control lims and requires domain level authentication for :access; and, DtLlla. Contractor web servers shall reside in a perimeter security network called a demilitarized zone (DIbI7) that separates the Inicruatl network from the outside world. rn. Contractor shall guarantee a 99.991,{, uptime of service so that the County can initiate messages when necessary. it. The ability to deliver 3.2 million till second voice calls per hour and l.S million .test and entail messages per (tour. o, hact,rration, and is re-istered, with FI NIA's Ititeg,rated Public Alert and Wanting System (IPAWS) and the Commercial Mobile .Alerting Systeirt (CMAS). Ill. Contractor Responsibilities Contractor shall nerfomi sen7ice:s as follows: 1. Solution: Contractor shall provide a public mass notification system that meets the C'ounty's functional and technical requircinens specified ill this Contract., including all Bhu&txa:" Comwo. [tic, Cora.wiix tnikul File Foldc.rf? 4?i) 23 Cosnracs 1; N1A-060-lain tiL88 Page 23 of 32 hardware. software, and communications equipment required to support the business objectives. '_ Desit=n Slacciticanon: Contractor shall provide a detail system clesi<on specification document, .with diagram, that represents all components required of the public mass notification system and identifies how the system .will be installed and accessed from within and outside the C.ounty's network environment. 3. ltitnl`:TIMItiiti011 SCn CC.1;: Contractor shall perform and complete the scrvices, tasks, and obligations listed herein: Schedule; Weeks I-? Aier Comi-act Cxeculion • Contract Execution: Contractor's Client Care Team will be, -,in the integration process immediately upon receipt of the executed contract. • County identifies a Project Manager: 'Phis person will be the primary contact person for the Contractor's Client Care Team to establish an lmplcnientation timeline and Training schedule.. • County identifies IT/Data Lead Contact: 'Phis person will interface with Contractor's Integration Specialists to upload all. message recipient data, suelt as phone numbers, emails and SKIS information. • Establish Roll -out Schedule: Contractor's Client Care works with the County Project Manager and IT/Data Lead to establish all implementation timeline for the upload of clata, training of users, and launch of the Connect service. • Define User Rights and Roles: Contractor's Client Care and County collaborate, set expectations and define roles for launch and usage. County sets rights and roles for all users based upon user type.. role, privileges, and responsibilities. • Upload Employee Data: Contractor twill import employee contact data and integrate with County's 1.1R and other database systems, establishing regularly scheduled automated, unattended imports. Contractor will %vork With County and provide auloscripts, as needed, to automate uploads for all data. • Web Portal Established: Contractor will set -tip a web portal for County, using County -sped Pied parameters, including drop down for language preference, etc. 'File portal twill. collect ateumented community data, such as e-mail and S%4S contacts. .Additionally, the Client Care Team will work- with Counly to establish a link from the County website to the portal. lFeek 3-4 Afiler C07111-rlc! Execution • Initial Training: A 75-90 minute trainingg session for cacti identified user in County is included at no additional cost. Unlimited additional training, as needed, is available throughout the life of the Contract. Contractor tile.}as,arzt ConnW, Inc. Contactor lnitiai. Filc Foldcr6_2 420 24 Contr:ica NIA-060.13011Cr88 Page 24 of 32 anticipates training will be completed in no more than 1 week. The number of users granted access to Connect and trained is determined by county. • Documentation Provided: County Users receive - User Guides. Send-A- N'lessage "Cheat Sheets", 1eference Guides and Dial -In N-lessaving cards (if their identified role warrants it). County Champion receives a User Management Guide, County Guidelines. .Introduction Letters.. a Welcome Packet and other forms and templates. The I'1'*/Data Lead -receives a Data Reference. Guide, in Upload Reference Guide and sample data files • Public Relations Roll -OW: As part of the roll -out, Contractor will work closely with the Sheriff's Community Relations Department along- with our contracted PTt Agency to lic:lp plan and distribute press releases, prepare letters of explanation for the coinniunity and formulate strategies to assist the County to proactively launch the service to the community. Ongoing/'or- the Lift.tince of the Contract • Oill,oing Training: Unlimited training, new user training and refresher training are included in Contractor's fee throughout the life of the Contract. • 24/7/36$ Technical and Client Support: Shall be provided through a toll -free number and e-mail. All designated County users have unlimited access to this level of support through the life of the contract. • Usage I:eports: Contractor shall provide usage reports regularly to County, to ensure that all departmerits are using the service optimally. `!'Iris is in addition to the message delivery details that are autoiiiatically delivered by e-mail For each message as a standard capability of the Connect service. County Users can generate their owti usage report,, as well. • Assessment and Evaluation — Contractor's CIient Care members will work consultatively with County to develop benchmarks and assist in evaluating progress toward those benchmarks. The following are tiie Contractor's key project team members. Comi-actoi s PrtJ]ect Team: 1. Project klaimeer — This individual leads the irriplcrnentation, training, and rollout process from a management perspective. All daily activities, such as ensuring timely scheduling and training, rest with the Project Mairager.. Tile rest of the project team supports him/her. The Project Manager (also named Account Manager) interfaces with County for reporting and documentation. 2. Project Specialists — Client Care — Ail additional teani of Contractor's Client Care Specialists works udder the leadership of the Project Manager. Their role is to provide training" support, and client service for all County needs. Tile Team shill include Specialists dedicated to 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 Departmental Training or County I rauring, and will be responsible for day -to -clay mana-ernent and cond.ucling regular new user —and refresher —training. Wukbowd Cotincet, Inc. Contr:,xlor huti:71: Fite Frrldcr 623$20 25 Contract r MA-060-1=0 t 1OSS Page 25 of 32 3. Director of lnteyration and Support - `Phis individual works with the Project Manager to ensure the smooth prclrwression of all Icchnical LIcliverables, inclutiin- but not limited to managirts� the icsiiii�: process and aril' elc liier4 of required customization. This person will also manage Contractor's late;ration Teatn to ensure the upload of data and autoniation of all notification services. `I'liis individual is the technical project lead, responsible for creating. monitoring. and achieving sign -off on the test plan. The Project Team will meet all service; isstics, but Contractor's FIelp Desk as well as bade -end Technology Team will provide additional sul..)port required by County. For example, in the event that (tie Project Manager and other nienibcrs of the team are not immediately available, the Blackboard Connect help Desk will be available 24;7,'30+ To ensure that Contractor's support personnel are not affected by a re�Oional cvent. such as an czarthqu.ske, Contractor's Client Care Teant resides in multiple states that span the country, including; all four US time zones. C oirnlv's Pi-ojecl Turn, Cauttty's Project Team, will include at least one ,point of contact, the Project Maltager, This person will inect weekly with Contractor's Project Manager to discuss status ofcicliN,crables and objectives. Meeting schedules will be established between Project Manager and County officials during the roll -out of the project. Additional menibers of the team may include an IT Manager dfor Data hlaitagt r and other members, as needed. During the implementation and training phase, Contractor shall work with County to crease an articulated best practices Flan for use thai adheres to existing client protocols for communication. Contractor prints this County Best Practices/Policies S-, Procedures Guide for County and distributes and discusses it during trainin=e. It shall not only be based upon joint conversations between County and the Contractor's Client Care Team, but also upon Contractor -provided samples from otlicr government agencies as a ,guide. Contractor will advise County of fields that are available to include in the reports and Nvill provide sample reports for review. 4. T'estir12 attd :acceptance: If a problern is identified during; testing of the Software that cannot be remedied within the agreed upon time by Contractor's and County's Project Managers. the Contractor shall submit a written response to the County indicating as such and the County shall then return the Sof ware to the Contractor and (lie Contract shall be terminated in accordance with Pora_,:rapli I:, Acceptance, of tltis Contract. Procedilrus Contractor's product shall be a fully implemented, fully hosted solution, where tltcre is no software of hardware needed. Prior to roll -out, Contractor puts all new features and enhancements througli rigorous testing including Alpha and Beta phase as appropriate prior to rolling out the 1'eature to the: client -facing interface. Contractor's product uses a combination of automated and manual testing; to perforni ongoing quatity assurance testing of the Connect service. For autorated temin�L', Contractor's QA personnel utilize Mercury's Quick`Ccst Pro. Manual resting is performed on a case: -by -case b-asis for testing where autotnatioit Will riot 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 131a&txiar✓1 C 'tied. Inc. Contracurr Initial: Hic t oloer 625420 26 C antnct » ?+lei-4f60-1 J{it I CISS Page 26 of 32 involved in the development and release of a future. Quality Assurance personnel are involved frorn the beginning of the software development lifecycle and see each feature through from development to final launch and validation. 'Test and :acceptance Plans may be changed in agreement by County and Contractor. "test and Acceptance flan outline is as follows: 1 . 1 Scope & Plan Overview 1.2 Testing Approach 1.3 "Pest Schedule (Test ID'f, name, description, time and elate of execution) 1.4 Description of Setup Procedures 1.5 Description of Action Procedure 1.6 Description of Systern Results 1.7 Description of Expected Results 1.3 Description of Actual Results 1.9 Variance Reporting 1.10 Resource Requirements for Resolution 1.11 Corrective Action 1.12 Summary of Results (with Signature/sign-off line) 1.13 Conclusion 5. Trainini4. Manuals and 1ocumentation: 'T'he Contractor shall provide County with and niaintain two (2) copies off a comprehensive and customized Public Mass Notification System Manual designed to document the proposed solutions software functions, guide trained users on detail process steps and train futures 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 providers 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. Contractor shall provide training of Coiilrty staff including all technical, administrative and user training. All training shall be conducted using the actual application and data of the County. Training material shall be provided in both soft and hard copies for future County "train the trainer" sessions. Training sessions shall seat tip -to 25 participants per session. For on -site training, the Contractor shall provide a central site for training. Contractor shall also provide a Train -the -Trainer model should the County require it. During training sessions, users will be trained in best practices, and provided with detailed information regarding Contractor support. l:nd user training shall consist of: Introduction & Website Ovcrview; Contacts (search & view contact details); Groups Management (creating groups & editing groups); message 'Types; Send a [41ackLoar] C'anacer, htc, Crzntrarutr I11it6i: File Fokle; 625420 27 C;ora= MA-D60-130116SS Page 27 of 32 niessage (3-steps process); Scripting Iriessages; Recording messages; Selecting contacts by list; Selecting contacts via Gco-Calling; Scheduling, messages' Deg°ic��Rin�� Call Reports. Re -Semi Messa ,ws; Updating, User Account Information; and Q L A. Power users/administrators receive additional information about assiollinit user rights and roles, call authorization fltnctionality, PIN authentication, and best practices policies and procedures development. 'Technical adm1nistrators, operations staff, and support staff receive additional training in data upload and system integration management as well as troubleshooting as relevant. Authorized users have access to online training and trainim, materials, wfaich can be revie.ved and approved by the County. Blackboard Connect is responsible for the provision of all training materials, which shall include hard copy and electronic copy as needed. Training Materials will include the following documentation at minimum.: Documentation Provided: 1. End Users - User Guides, Send -A -Message C,'licat Sheet, and Dial -In messaging card. 2. 4vstem A itninistrators?"lechnical - All items above, plus the follovvintz items: User Mail wuement Guide, County Best Practices Guidelines, Introduction Letters, and other I'ornm Data Reference Guide and Upload Reference. Guide. 3. "Train the "Trainer Users -All items above mints the Data Deference Guide, plus the following items: Trainer Script for Preseaatation. Trainer's handbook, Trainer's Ciuide to Best Practices. G. Svstem Allntial Maintenance and Support and Upgrades: Contractor will provide unlimited live 24 Hour/7 Days a % eckt365 Days a Year support for all users --not solely for named users --through Contractor's 24-hour toll -fret support line at no additional cost to the County. Support response time shall be 15 minutes or less for all issues, at all times of defy or night, through the Help Desk toll -free support line. Tile service sllall include unlimited 24-hour support for all users backed by Contractor's Client. Care Team wlio N gill assist the County to implement the service, train users. drive appropriate usage of the service, and establish and monitor success metrics to ensure measurable results are delivered and documented. Contractor will ensure integration, trainim , and guided system use according to best practices built with help from our existing clients. Contractor Will provide technical directors to load and integrate data from their database systems to our contact management system. Contractor will provide "Quick Reference Guides" for users. replete with message script templates as well as "tips and tools" on how to create quality outbound messages to parents. Contractor will assign a Client Care Specialist who will help drive usage of the system. Based on experience in serving other clients of- the Connect 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 all assessment and evaluation Blackhomd Connect. Inc. Coniractor Initial• FiW Folder 025430 28 Contract= MA-06013011688 Page 28 of 32 process to ensure the benefits from using the Connect service are tracked and Clocurllcrlted. All members of Contractor's Connect Client Care Team shall be fill] -lime, Blackboard Connect employed customer service professionals. Contractor \,,ill assure data security by requiring all staff to undergo and clear extensive background clrecks prior to employment. Additionally, all Client Care -Team incmbers are level 1/2 crass -trained in both customer and technical support to address a variety of County needs. In the event that an issue needs to be escalated, escalation levels are listed below. Response time from level to level is typically an hour or less, but will be dependent upon the severity of the issue. Incident resolution will be dependent upon the severity of the issue; as well. Contractor's Client Care Account NIanar,er will provide updates throughout anyiuc ident until there is incident resolution. Escalation Cotrtact Contact :lumber Level Level 1 Help Desk or Client Care Manager (System & (877) 428-941 l Functional Issues) Level 2 Client (.are Director (System & Iunctional (S1 S) 405-1700 or as Issues) above _ Level 3 Senior Client Care Director (Functional Issues) (S 1 S) 808-1700 or as Technology Director- Integration Director above (System Issues) Level 4 Chief Technology Officer (Systern Issues) (S1 S) 808-1700 or as above Contractor shall seamlessly roll upgrades and updates into the service on an ongoing basis. All up-rades and enhancements will be rotted out seamlessly into the web interface after extensive testing. Major upgrades typically occur quarterly. Minor upgrades occur weekly or as needed. County will be notified about any additional client -facing functionality functionality through email or phone call from Contractor's Client Care Account Manager. All major upgrades and updates include new user documentation and training as requested. Unlimited new and refresher training is available to all users at ally time tilrougllout the lifetime of the Contract. For each upgrade, Contractor will provide release notes, detailine what changes have been made to Contractor's system, and updated documentation, user manuals, and trainiuh-, materials with each update/upgrade of the system while under maintenance agreement, to include one (1) complete set of documentation for the application administrator, one (1) complete set of' documentation for the County's 11' personnel, one; (1) complete user set able to be copied, and one (I) electronic copy in the most current version of 1\41crosoft Word. and (1) electronic copy in web browser accessible format. 111ackho3rd Connect. Inc. Contractor Initial: -4--:1 Fitc l older G2.541-0 29 Contract # N- 4A-0b0-1 3011eSS Page 29 of 32 ATTACH\^IENT B COST SUNIAIARY 1. C'Oi11I'ENSA'TION This is a fixed price Contract between the County and the Contractor for a Public Mass \otification System as further described in this Contract. The Contractor agrees to supply all -oods and services to provide and Tully implement the Public Mass Notification System Solution including:: Software License, implementation, data and Inap integration, software training, documentation, as well as, annual software maintenance and support. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and flimishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of' the services iuitil acceptance, for risks connected with the services, and for performance by the Contractor of all its duties ;and obligations hereunder. The County shall have no Obligation to pay any sum in excess of the total Contract amount specified herein unless authorized 1)y formal Amendment. The total Contract amount .for the first three )IC11B shall riot exceed: S900,000.00 * Year One. Costs i Enterprise License/Subscription 1. Perpetual License/Subscription Not Applicable ? Annual License/Subscription S300,000.00 * Usa(_,e Transaction Fee No Change Sof fare/Service Configuration and integration with other County systems No Charge implementation Services land Custoinlzatlons No Charge Software Training. Manuals and Documentation No Change Annual Software Maintenance and Support Fee No Charge I lostine Services Fees: IH-fosted by Contractor, identify and describe any additional one-time and on-,oilli, No Char�-e CA Sales "fax S.00% (If applicable) ( No Charge Year One Total: S300.000.00 Year -Two Costs Annual License and Software Maintenance and i Support tee S300.000.00 Ilostim" Services frees: lfhosted by Contractor, identify and describe any additional on -,going fees No Charge Year "Two 'Total: S300.000.00 Year Three Costs _ :annual License Software Maintenance and � $300,000.00 Support fee E 1lostiEF,Y , ervices Feces: If Hosted by Contractor, identify No Chari,e Ilktektward Conncet, Ine, Contractor Initial: File [bluer 625420 30 Contract a NIA-060-IN) I 16SS Page 30 of 32 I V and describe any additional on -going fees Yeal-Three Total: S300.000.00 Year I" glut- Costs — 11' Renewed Annual License 11dalntenance and S300 (1O0.00 k Ilosting Services I"ees: If Hosted b)' Contractor. identify and describe any additional on-goltio fees No Char_= ' i - Year Four'l`ot l: 5300,000,00 Use of the system for testing, internal notification, and enierg�ency purposes is included in the annual license fee for all users. l raergfi ency is dened as a period of time before, durin��, and after a situation where life or property is endangered. Other political sub- divisions and County of Orange agencies/departments may buy additional OUTREACH and SURVEY non -emergency message units at S10,000.00 per 50,000 voice or text rnessages. Contractor will continue to offer UNLIMITED email messages, Other political sub -divisions and County of Orange agencies/departments wanting to utilize this and other non -emergency aspects of this Contract will be required to issue their oxvn subordinate contract documents. Pavnient "Perms Software. Annual License or Annual Maintenance and Supporl: Invoices for Annual License with Maintenance and Support costs will be submitted annually in advance to the address specified below, Contractor shall rel'eret.ice Contract number on invoice. Payment will be Net 30 clays after receipt of an invoice in a format acceptable to the County of Oratigc and verified and approved by the a;encyldepartment and subject to routing: processing requirement-,;. Billingshall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for an), ninnies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements. Payments matte 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 sliall not be construed as acceptance of any part of the goods or services. Pavmentfinvoieinrg, Instructions The Contractor will provide an invoice on Contractor's letterhead for services rendered, Each invoice will h.-We a number and will include the following information: a. Contractor's turtle and address b. Contractor's remittance address (if different from I above) c. :game of County agency or department d. County Contract number e. Cost f Contractor's Federal 1. O. number ntnckhnard Conirect, Inc. Contractur iuA61, hic Folder 62 420 , I C'ontrici; NIA-060-00116:S8 Page 31 of 32 g. Total The respon ibility for providing an acceptable invoic ; 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. Except for the optional fourth ),ear of this Contract, for the avoidance of doubt. Contractor shall invoice each applicable Annual License and Annual Support and Nlaintenance Fee annually in advance. Invoices and support docutnentatio►r are to be forwarded to: Change County Sberiff's Dept Iwmer4gency Management Bureau Attn: Donna Boston 2644 Santia'oo Canyon Rd. Silverado, CA 92676 t3lackbomd Connect. IYie. Contractor Dtilial: File Folder(,'_5J'0 32 COnuact NSA-460-13011688 Page 32 of 32 '8 / Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Effective: June 30, 2008 I. PURPOSE The purpose of this document is to outline the Standard Operating Procedures for the use and administration of AlertOC, the Orange County Public Mass Notification System, hereinafter referred to as "System". This document will provide more specific step-by-step procedures and roles and responsibilities at the regional level including describing expectation of participants. Individual jurisdictions/agencies should create and maintain and regional concepts. The step -by step procedures for activation and use will be maintained in a separate document maintained by each jurisdiction/agency as a part of their emergency response plans for overall planning and response efforts. A copy of these procedures shall be maintained in RespondOC in the AlertOC folder. This document does not supersede any policy and procedures outlines in the Memorandums of Understandings signed by participating agencies, but should be used to support the use of the Orange County Mass Notification System. II. SYSTEM DESCRIPTION The primary intent of the Countywide Public Mass Notification System is to disseminate early warning and time sensitive information to county businesses and residents during time of an emergency event. The Public Mass Notification System is only one component of the County of Orange Public Warning System. As deemed fit by local authorities, the System should be used in conjunction with the other public warning mechanisms including, but not limited to, route alerting, the Emergency Alert System, sirens, and press releases. The Mass Notification System is available 24/7 and has been pre -loaded with Orange County landline phone numbers (including unlisted) and countywide geographic maps. Additionally, citizens have the option to provide additional contact information via self - registration portal www.alertoc.com with link access from county and all participating entity websites. Upon local authority decision to activate, the System will be used to send a message, describing the situation and recommended action the public should take, to affected businesses and households via telephone, e-mail and/or text. The County of Orange, Orange County Sheriff's Department is the sponsor of the Countywide Public Mass Notification System initiative and will take appropriate measures to ensure that the System is in a state of operational readiness at all times. It is the responsibility of all participating Agencies to maximize citizen benefits from the System. While the County's intent for implementing and maintaining the System is for "emergency" use, upon consent from local authorities, cities may optionally use the System to disseminate "government -related" non -emergency notifications to citizens and organization resources within its jurisdiction. See Section V. Authorized Use and Section VIII. Cost for policy guidelines relating to non -emergency use. Page 1 of 13 Orange County Operational Area Countywide public Mass Notification System Standard Operating procedures III. GOVERNANCE The Orange County Sheriff's Department Emergency Management Division will manage the Mass Notification System as a countywide asset under the Policy and Guidance approved and recommended by the Orange County AlertOC Working Group., and agreed upon by each individual Agency when they opt into the system. Use of the System by each Agency is contingent upon that Agency abiding by the contract with the mass notification vendor, and the protocols established by the Emergency Management Council and Operational Area Executive Board. The System utilizes the 9-1-1 database to complete the notifications. The use of the 9-1-1 database is regulated by the California Public Utilities Code (CPUC) sections 2872 and 2891.1. The information contained in the 9-1-1 database is confidential and proprietary and shall not be disclosed or utilized except by authorized personnel for the purpose of emergency notifications. Any agency in violation of this regulation is subject to criminal charges as described in the CPUC. The Orange County Sheriff's Department Emergency Management Division is responsible to ensure that the provisions of the contract are implemented properly. Authorized users must respect the integrity of the database, understand the privacy issues and fully comply with the policies and protocols outlined in this document. If violations of the MOU and this approved policy document are made by any individual or Agency, the Orange County Sheriff's Department reserves the right to disable that individual's or Agency's login(s). IV. OVERVIEW OF GENERAL SYSTEM FEATURES At minimum, the Orange County Sheriff's Department shall acquire and maintain a Public Mass Notification System capable of meeting the following requirements. A. Licensed for use throughout the County's entire region B. Capacity to send a 45 second message to 10,000 residents and businesses within 10 minutes C. Capacity to send messages via phone, e-mail and text D. Accessible via the public Internet E. Provides audit trail logging and reporting F. GIS map interface for geographic call list generation G. Citizen self -registration web portal (available in English, Spanish and Vietnamese) H. Interactive phone survey technology and reporting I. IVR based notification setup and execution J. Capable of identifying constituents preferred language and sending message in English, Spanish and Vietnamese Page 2 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures V. AUTHORIZED USE The Mass Notification System is designed to be a countywide asset, available to all Agencies that have a dedicated public safety answering point (PSAP) and/or a resident population they are responsible for making protective action recommendations. An Agency may participate in the countywide System at no charge when used for emergency purposes until June 2017. Agencies authorized to join the system at no cost are limited to the incorporated cities in the Orange County Operational Area, County agencies and departments, the Municipal Water District of Orange County and Orange County Retail Water Agencies. Each participating Agency must sign a MOU and will maintain, at minimum, a Local Agency Administrator responsible for implementing and administering use of the System at the local level. Cities Cities wishing to participate may do so by having an authoritative representative sign the "Orange County Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, a vendor provided user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send an unlimited number of emergency notifications to the public as well as an unlimited number of emergency and non -emergency inter -department messages. Each participating City shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. County Users Unincorporated areas of Orange County will have emergency messaging to the public launched by the Orange County Sheriff's Department. All other county agencies may have access to utilize the system for interdepartmental use. Each participating County agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide and provide this guideline to the Orange County Sheriff's Department Emergency Management Division. Water Retail Water Agencies The Municipal Water District of Orange County and Orange County Retail Water Agencies wishing to participate may do so by having an authoritative representative sign the "Orange County Water Retail Agency Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, and the Orange County Sheriff's Department, Emergency Management Division in collaboration with the Municipal Water District of Orange County — Water Emergency response Organization of Orange County (WEROC) will provide a user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send emergency notifications to the public by utilizing pre -established GIS shape files or the system's interactive map feature to identify their water users. Each participating agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. Page 3 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Emergency Use Use of the Mass Notification System for emergency activity contains two components: (1) the need to disseminate critical, safety -related information to individuals regarding emergency events occurring now, follow up information regarding the event and termination of the emergency event., and (2) communicating with safety -responder staff, volunteers and involved parties about the emergency event. As a general rule, the System is to be used when the public is being asked to take some action (e.g. evacuate, prepare to evacuate, shelter in place, boil tap water before drinking, local assistance centers and other follow up information, rentry to an areas after evacuation orders have been lifted or termination of the emergency because the danger has passed). Emergency Public Notifications are limited to: 1. Imminent or perceived threat to life or property 2. Disaster notifications 3. Evacuation notices 4. Public health emergencies 5. Public safety emergencies 6. Any notification to provide emergency information to a defined community The following criteria should be utilized to assist with determining the need to issue an alert: 1. Severity. Is there a significant threat to public life and safety? 2. Public Protection. Is there a need for members of the public to take a protective action in order to reduce loss of life or substantial loss of property? 3. Warning. Will providing warning information assist members of the public in making the decision to take proper and prudent action? 4. Timing. Does the situation require immediate public knowledge in order to avoid adverse impact? 5. Geographical area. Is the situation limited to a defined geographical area? Is that area of a size that will allow for an effective use of the system, given the outgoing call capacity? 6. Are other means of disseminating the information inadequate to ensure proper and time delivery of the information? 7. Is the message being sent follow up information to an emergency event in progress? If the answer to ALL of these questions is "Yes", then an activation of the Mass Notification System for emergency purposes may be warranted. To assist with trigger points for potential message use topics refer to Attachment A Emergency Responder Notifications are limited to: 1. Contacting first responders to advise of an emergency 2. Contacting first responders to report for duty due to an emergency 3. Contacting key staff regarding an emergency or crisis situation Page 4 of 13 Orange County Operational Area 0 Countywide Public Mass Notification System Standard Operating Procedures 4. Contacting agency employees/DSWs to report at a different time or location (or provide an update) due to an emergency 5. Exercises Emergency considerations: 1. Notification shall clearly state situation is an emergency 2. Message length shall not exceed 60 seconds 3. It is highly recommended all messages are recorded using a real voice and not the computer transcriber. 4. It is highly recommended to provide a phone number or website where the public can obtain additional or updated information 5. An all clear notification should be sent when applicable A. Inter -Department Communication City and County Agencies may use the Mass Notification System for non -emergency inter- departmental business communication as needed, without cost. It is recommended that individual Agencies identify where this would add value to their operations and establish separate written protocols and procedures for this use. B. Non -Emergency Public Use No agency shall use the Mass Notification System for non -emergency public announcements unless a separate contract with the vendor is established. Non -emergency use shall be consistent and in compliance with the non -emergency guidelines included within. Any agency in violation of this term may have their use of the system suspended. Additionally, E 911 data is not allowed to be utilized for non emergency use according to the law California Public Utilities Code (CPUC) sections 2872 and 2891.1 and violators may be subject to criminal enforcement. Jurisdictions will be limited to utilizing the self -registering portal entry data only when launching non -emergency messages. Agencies who contract to use the countywide System for non -emergency activity agree to give precedence to emergency notification call -outs by delaying or terminating non - emergency notification sessions if needed to increase emergency message success. The primary concern for point of failure in this situation is not the Mass Notification System, but the telephone port capacity of local phone providers responsible for delivering calls to residents. Cost associated with non -emergency public notifications is the responsibility of the local Agency, See section Vill. Non -emergency public notification use is prohibited for any of the following purposes: 1. Any message of commercial nature 2. Any message of a political nature 3. Any non -official business (e.g. articles, retirement announcements, etc.) 4. To send a message to an E911 obtained data source; see Section III, Governance, for additional information relating to E911 data use restrictions Page 5 of 13 .n Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures VI. AUTHORIZED SYSTEM USERS A. Public Notifications In general, use of the system in most cities is the responsibility of the local law enforcement agency. Since law is responsible to make alert, notification and evacuation orders. However, others may also be authorized to make notifications will be officials including , emergency management, fire and city manager departments. County Administrator: The Orange County Sheriff's Department will act as the Countywide Public Mass Notification System County Administrator. County Administrator responsibilities are covered in section IX. System Administration and Operation. County User: Orange County Sheriff's Department Emergency Communication Division (9- 1-1 dispatch), Control One and Emergency Management Division personnel will be setup as "County" users. County Users will have permission to access and launch emergency notifications to all jurisdictions within Orange County consistent with County Operational Area public safety response guidelines. All other county agencies will have permission to execute inter department notifications. The Orange County Emergency Operations Center, when activated will be responsible for all public notifications to unincorporated areas during an emergency. For day to day use of the system for public safety incidents including but not limited to hazmats, felony crimes with suspects still at large, the Orange County Sheriff's Department Commander will be responsible for execution of messages. Local Agency Administrator: A minimum of one designated Local Agency Administrator will be required for each Agency participating in the countywide System. Local Agency Administrator responsibilities are covered in section IX. System Administration and Operation. Local Agency User: Participating Agencies may have an unlimited number of Local Agency Users. Local Agency Users will have access to resident contact records within their jurisdiction as well as neighboring jurisdictions with an established MOU agreement. Local Agency Users will be authorized and managed by the Local Agency Administrator and may have varied system permissions. Any City jurisdiction who has contracted police services (ex: Yorba Linda Police Services is contracted with Brea Police Department) shall grant and provide access to their jurisdictions system in order to launch messages in a timely manner. • Water agencies are identified as local users under the Orange County Sheriff's Department Emergency Management Division. Inter -Department User: Inter -departmental users will have permission to inter -departmental contact information only and are authorized to use the system solely for inter -departmental communication including but limited to first responder or volunteer call -outs. Additional user for special contact groups including In House Special Services (IHSS), access and Page 6 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures functional need cliental may be established with prior authorization from the Orange County Sheriff's Department to ensure no vendor contract violations are occurring. VI1. ACTIVATION OF THE SYSTEM Each City Jurisdiction is responsible for launching messages to affected citizens and businesses within their jurisdiction. Determination of authority to request activation of the Mass Notification System rest with local officials, not with the County of Orange or the Orange County Sheriff's Department Emergency Management Division. Water agencies are responsible for launching messages to affected citizens and businesses as identified in their service district. The following is protocol to be followed when an emergency message is launched anywhere in Orange County. A. Public Notifications 1. The County of Orange is authorized to use the System to send notifications of regional emergencies to any and all residents within the Operational Area (example: Countywide quarantine order for a health alert). Upon sending a countywide notification, Orange County Sheriff's Department Emergency Management Division will, as soon as possible, advise the appropriate local Agency that mass notifications have been sent by the County to residents of their cities. Pre -notification to emergency managers by email or WebEOC of this AlertOC activation before actual delivery of the message will occur if possible. 2. Other than regional emergency notifications, public notifications are the responsibility of the individual City/Local Government. In the event that the geographical location of an incident requires a message to be delivered to multiple jurisdictions, the responsible Agency will inform each individual Agency so that they can send the message to those affected within their own jurisdiction. Exception: Small unincorporated neighborhoods embedded within City limits will receive mass notification of local city emergency activity from City Officials. This does not include the unincorporated areas of Rossmoor, Midway City, Cowan Heights, Lemon Heights, all canyons, Coto de Caza and Trabuco Canyon areas. Any of the fore mentioned unincorporated areas by names, coordination will have to occur with the Orange County Sheriff's Department/Watch Commander when the EOC is not activated. 3. For a City wishing to send or receive messages to or from a neighboring Agency during time of a multi -jurisdictional incident, an MOU should be established between both parties that grants permission for the handling Agency to send emergency notification to residents within the affected Agency. (Exception will be made for cities who have contracted law enforcement services. No MOU will be required and access SHALL be granted). a. In the event no MOU has been established, the local city agency will contact the Police Watch Commander who is the 24 hour warning point for all cities for approval and coordination. 4. Water agencies sending information to the public will do so only to pre -loaded GIS shape files containing their service areas. This procedure must occur due to the overlapping jurisdictional boundary areas. Water agencies will launch messages under the Orange County user account. Pre -notification to the Water Emergency Response of Orange County (WEROC) emergency manager, and impacted city emergency Page 7 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures managers will occur prior to the lunch of the message by email containing the AlertOC message before actual delivery of the message will occur. a. The WEROC Emergency Manager is responsible to notify and provide the information to the OA/County Emergency Manager since the identification information will show the County of Orange as the initiator. 5. In the event a participating Agency is unable to send out an emergency message, the Orange County Control One Coordinated Communications Center is available to act on the local Agency's behalf. Agencies that do not have a current MOU with the County may also request Control One to send out an emergency message. Control One will not be available to send internal notifications. All rules and guidelines are applicable. It is still the responsibility of the local agency with the primary responsibility of the incident to receive approval for adjacent jurisdictions on multi jurisdictional events. Attachment B is the launch form containing all information required in order to launch a message. Authority to request mutual aid assistance from Control One must be requested by a Lieutenant or above (same protocols as requesting a Code Alex). 6. If the Operational Area EOC is activated, agencies may request to utilize the Orange County Information Hotline 714-628-7085 as the identification phone number for residents and businesses to call to obtain additional information. Agencies are requested to send a copy of the AlertOC script to the OA EOC before the message is launched, if possible. 7. Participating Agencies are authorized to develop pre -established notification lists and messages to meet their individual needs. These lists may include special populations (e.g. in -home care, schools, etc) or those susceptible to certain risks (e.g. homes within dam inundation zone). It is the responsibility of the participating Agency to create, maintain and update these lists. B. Emergency Response and Inter -Department Notifications: 1. Each participating Agency is authorized to create employee/volunteer and department call lists and pre-recorded messages. 2. Any non -city agency wishing to create specialty groups which still contain public contact information (ex: special needs callouts) may do so with prior consent. However, any activation of information to any of these groups needs to be coordinated to ensure clear, concise and accurate information is being dispersed. During emergencies, messages will be coordinated with the Operational Area, Orange County Sheriff's Department Emergency Management Division. 3. It is the sole responsibility of each participating Agency to maintain these lists and to launch notifications as deemed necessary. VIII. COSTS The County of Orange agrees to fund the System for notifications classified as "emergency use". The County of Orange also agrees to continue to purchase updated E911 telephone data and geographic maps. Costs associated with use of the System for non -emergency activity is the responsibility of the local Agency through separate contract with the mass notification Vendor. Page 8 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures IX. SYSTEM ADMINISTRATION/OPERATIONS Individual Agencies are responsible for providing logins and procedural training to key individuals within their Agency responsible for using the Mass Notification System. A. County Administrator The Orange County Sheriff's Department will assign and maintain a designated Mass Notification Program Administrator responsible for overall acquisition, accessibility, maintenance, compliance and management of all components required to provide an effective countywide mass notification system. The County Administrator is responsible for: 1. System acquisition and contract management. 2. Policy management and as needed modification (in consultation with public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated local administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 6. Testing: facilitate routine System -wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and citizen web portal. 8. System support: provide support to Local Agency Administrators. B. Local Agency Administrator Participating Agencies agree to appoint a designated Mass Notification Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the Mass Notification System at the local level. Local Agency Administrator shall act as the Agency's central point of contact and will work collaboratively with the County Administrator to insure local use of the system is within policy and MOU guidelines. Local Agency Administrator is responsible for: 1. Contract acquisition if Agency will use the system for non -emergency purposes. 2. Local Agency Mass Notification Operating Procedure development and management. 3. Use compliance: routine monitoring to ensure System is used within the conditions and terms of this document and associated MOU. 4. Access management: local user account distribution and management, record management of MOU(s) and signed end user P&P. 5. Data management: perform routine data management, error -correcting and data integrity updates to System contact and geo-coded map data. Page 9 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures 6. Testing: facilitate routine local System test exercise, document local test results and recommend and execute, as needed, corrective action at the local level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the local community aware of the intended use of the Mass Notification System and citizen web portal. 8. System support: provide support to local Agency end -users. X. INFORMATION SYSTEMS AND SUPPORT The Orange County Sheriff's Department will acquire and maintain 24x7x365 vendor support for the Mass Notification System. Participating Agencies are authorized to contact vendor support as needed. XI. ROUTINE TESTING The Mass Notification System will be tested quarterly. Test exercises will be geared towards insuring that use of the System in an emergency is optimized. This includes testing operational readiness, activation procedures and system effectiveness as well as validating data and system processes. Through test exercises, System administrators and users will be able to observe the mode of operation to augment and refresh System and process knowledge. Specific test exercise routines, roles, responsibilities and schedule will be detailed in the Operational Area Standard Operating Procedure document. By signing the Mass Notification System MOU, participating Agencies agree to take part in quarterly Mass Notification countywide test exercises. XII. DEFINITIONS 1. System — All components of the Mass Notification System including hardware, software, access portals, contact data and GIS maps. 2. Resident — Comprises households and businesses. 3. IVR — Interactive Voice Response is a phone technology that allows a computer to detect voice and touch tones using a normal phone call. This technology will allow a user of the Mass Notification System to launch a message to a pre -defined call list when a pc or internet connection is not available. 4. Emergency - "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. Page 10 of 13 Orange County Operational Area Countywide Public Klass Notification System Standard Operating Procedures Revision History: Revision Date Author Descri tion April 18, 2008 PMNS Policy Committee Document originated 19, 2008 PMNS Executive Review Team Non -emergency session termination in Section V., Item C. -May June 16, 2008 Teara LeBlanc Exception clause in Section VII, Item A., bullet 2. May 2010 Vicki Osborn Revision of all sections June 2012 Raymond Cheung Revision for OCSD transition -May 2013 Ra mond Cheun Revision for new vendor contract Page 11 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Attachment A — Alert OC Trigger Points Guidelines (Placeholder) Type of Incident Description Meets Public Safety Criteria Active Shooter A shooting with armed individual or individuals is Yes occurring in a known area. Boil Water An unsafe water supply issue requiring the public to Yes Orders boil water before use. Building Fire Afire occurring in an urban area requiring evacuation Yes or shelter in place for the immediate area. Violent Crimes Violent crimes that just occurred such as robbery, Yes assault, murder, etc. Felony Suspect Law enforcement is currently searching for a felony Yes at Large suspect that is suspected to be in a certain area. HazMat Hazardous Materials incidents that require a fire/hazmat Yes response and may include evacuations or shelter -in - place orders. Health Orders Any public health order made pursuant to County Yes Health Officer recommendations. Missing Adult 12- 17 yrs with decreased mental capacity or medical Yes (920A) with condition special cires Missing Child 12 yrs or younger 'Discussion add Amber alert Yes 920C) triggers Missing Juvi 18 yrs and older 12- 17 yrs with decreased mental Yes (920J)with capacity or medical condition special cires Severe Weather Weather warnings that forecast an occurring or Yes Related imminent threat to public safety or coincide with protective action recommendations such as voluntary or mandatory evacuation orders. Evacuation or Voluntary or mandatory evacuation or shelter -in -place Yes Shelter -in -Place orders. Wildland Fire A fire occurring in a wildland urban interface area Yes requiring immediate evacuation or shelter -in -place. Road Closures Unplanned road closures due to an emergency Yes situation. Planned Events Road closures due to community events planned in No advance. Page 12 of 13 Page 13 of 13 Page 13 of 13 ,eXOf Bf T 'C' ' NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, AND THE COUNTY OF ORANGE, CALIFORNIA THIS AGREEMENT, effective this 26th day of June , 2008, ("Effective Date") is between PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, a California corporation (hereinafter "SBC California"), County of Orange (hereinafter "Customer") and NTI Group, Inc. (hereinafter "Subcontractor"). 1. Customer has requested Neighborhood Call service from SBC California under SBC California's Tariff, CAL.P.U.C. NO. A9.2.6 and agrees to comply with all provisions of SBC California's Tariff, CAL.P.U.C. NO. A9.2.6. 2. Customer has identified Subcontractor as its agent for obtaining Neighborhood Call subscriber information from SBC California for provision of community alerts and notifications to citizens as defined in California Public Utilities Commission Code Sections 2872 and 2891.1 and as allowed in SBC California's Tariff, CAL.P.U.C. NO. A9.2.6. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information, Customer shall provide SBC California written notice of such change 30 days in advance of Subcontractor's agency status being terminated by Customer. 3. Subcontractor certifies that it has reviewed the terms and conditions of the SBC California Tariff, CAL. P.U.C. NO. A9.2.6 for Neighborhood Call and specifically A9.2.66.2.b which stipulates in part: "The Neighborhood Call database information provided to Customer pursuant to this tariff is confidential and proprietary and such information will be held in confidence and only used and disclosed to Customer's employees or its subcontractors and agents with a need to know for purposes of providing a community alert and notifications to citizens as defined in California Public Utilities Code Sections 2872 and 2891.1. Customer agrees that each of its employees, subcontractors or agents receiving or having access to the Neighborhood Call database information will be informed that such information is subject to the terms and conditions of this tariff and the Neighborhood Call database information will remain the property of Pacific; that the Neighborhood Call database information will be treated with the same degree of care as Customer affords to its own highly confidential and proprietary information; and that the Neighborhood Call database information will not be reproduced in any manner, unless otherwise specifically authorized in writing by Pacific. Upon request, Customer will promptly return to Pacific all Neighborhood Call database information in a tangible form or certify to Pacific that such information has been destroyed." 4. Subcontractor agrees to comply with each of the obligations contained in SBC California's Tariff, CAL. P.U.C. NO. A9.2.6.6.2.b for Neighborhood Call Tariff. Notwithstanding the preceding sentence, Subcontractor agrees that no Neighborhood Call subscriber information will shared with any non -employee of Subcontractor, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a Nondisclosure Agreement with SBC California. 5. This Nondisclosure Agreement shall be in effect from the Effective Date until such time that Customer terminates its request for Neighborhood Call service from SBC California or Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information. Subcontractor's duty to keep the Neighborhood Call subscriber information confidential shall continue beyond the term of this Nondisclosure Agreement until such time that Subcontractor returns to SBC California all Neighborhood Call subscriber information in a tangible form or certifies to SBC California that such information has been destroyed. 6. Nothing contained in this Nondisclosure Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information. 7. This Nondisclosure Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries, affiliates, successors and assigns. 8. This Nondisclosure Agreement shall be governed by and construed in accordance with the laws of the State of California, irrespective of its choice of laws principles. [SIGNATURE PAGE FOLLOWS] PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORWA By: ­ ............. ..... . . . . ....... . . .. ... ... Print Narne: Title: Date Signed:___ XXXX (Customer) By:. ............ .... .. . . ......... ................... Print Name: "learn Le Man,- I . . ............ .............. . ... -11111111 ................ . ... . .............. Title Program Manager Date Signed: June 30, 2008 2 .City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk July 3, 2013 County of Orange — Sheriff -Coroner Department Emergency Management Bureau Attn: Donna Boston/Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 Dear Ms. Boston: Enclosed please find the original of the "Memorandum of Understanding Between the County of Orange and Participants for Use of Countywide Mass Notification System." Upon execution, please return a copy back to: Joan L. Flynn City Clerk 2000 Main Street Huntington Beach CA 92648 Your attention to this matter is greatly appreciated. Sincerely, JF:, pe Enclosure: MOU Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand