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HomeMy WebLinkAboutItem V pF SEA('e.,L F9. fu 'Pt AGENDA STAFF REPORT '",4</FOR DATE: June 27, 2016 TO: Honorable Mayor and City Council THRU: Jill R. Ingram, City Manager FROM: Joseph Stilinovich, Police Chief SUBJECT: Alert OC Countywide Mass Notification System SUMMARY OF REQUEST: That the City Council adopt Resolution No. 6663, approving the Memorandum of Understanding ("MOU") between the County of Orange and the City of Seal Beach for the continued use of the "AIertOC" Countywide Mass Notification System and authorize the City Manager to execute the MOU on behalf of the City. BACKGROUND AND ANALYSIS: For many years the City of Seal Beach has utilized the "Alert OC" mass notification system as a means to communicate with residents and businesses in the event of an emergency. The "Alert OC" system replaced the old "reverse 911" system, which was phased out many years ago. The primary intent of the "Alert OC" system is to disseminate early warning and time sensitive information to businesses and residents during time of an emergency event. The County of Orange, Orange County Sheriff's Department is the sponsor of the Countywide Public Mass Notification System ("Alert OC") initiative and will take appropriate measures to ensure that the System is in a state of operational readiness at all times. West-Cities Communications (West-Comm) is the public safety answering point (PSAP) for the City of Seal Beach and will operate the system. In the past, the County of Orange has used the "Blackboard Connect' software platform to run the "Alert OC" system. The County of Orange has recently negotiated a new contract with Everbridge Inc. to take over the "Alert OC" system and provide mass notification services. Because of this change, the City of Seal Beach must enter into a new Memorandum of Understanding to continue use of the "Alert OC" system. Agenda Item V ENVIRONMENTAL IMPACT: There is no environmental impact for this item. LEGAL ANALYSIS: The City Attorney has reviewed and approved as to form. FINANCIAL IMPACT: There is no financial impact. RECOMMENDATION: That the City Council approve Resolution No. 6663, approving the Memorandum of Understanding between the County of Orange and the City of Seal Beach for the continued use of the "AlertOC" Countywide Mass Notification System. SUBMITTED B , : NOTED AND APPROVED: 411.k._412 kelt Jose•h Stilinovich, Police Chief Jf . Ingram, City Ma Itt er Prepared by: Sergeant Michael Henderson Attachments: A. Memorandum of Understanding between the County of Orange and Participants for Use of Countywide Mass Notification System. B. Countywide Public Mass Notification System Standard Operating Procedures. C. Subordinate Contract MA-060-16011934 with Everbridge, Inc. for Public Mass Notification System Services. D. Resolution 6663 Page 2 Attachment "A" Attachment A- Memorandum of Understanding Page 1 of 23 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated July 1, 2016, 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-060-16011934 ("Agreement") with Everbridge, Inc., for the provision of Public Mass Notification System Services, on or about May 24, 2016, 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, COUNTY agrees to provide to PARTICIPANTS access to the services provided by Everbridge, Inc. as contained in 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, including but not limited to the End User License Agreement, identified and incorporated herein as Exhibit A (Orange County Agreement No. MA-060-16011934, 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. NOW, THEREFORE,the parties agree as follows: Page 1 of 5 Attachment A- Memorandum of Understanding Page 2 of 23 Definitions: "Agreement" shall refer to Orange County Agreement No. MA-060-16011934 between COUNTY and Everbridge, 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. "Confidential Information" shall include but not be limited to personal identifying information about an individual such as address, phone number, Social Security number, or any other identifier protected from disclosure by law, and/or any other information otherwise protected from disclosure by law, for example, the identity of a victim of a sex crime or a juvenile. "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. "Individual User" shall mean an agent, officer, employee or representative of PARTICIPANT that has been granted access to the System as set forth in this MOU. "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 Everbridge, 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. Page 2 of 5 Attachment A- Memorandum of Understanding Page 3 of 23 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 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, 2016 and shall expire on June 30, 2021, 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 COUNTY access to the same services being provided by Everbridge, 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. 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. PARTICIPANT agrees to require each Individual User to execute an Individual User Agreement(Exhibit D)regarding their obligations to maintain the confidentiality of login and password information; ensure that they will use the System in accordance with all applicable laws and regulations, including those relating to use of personal information; that they may be responsible for any breach of the terms of the Agreement with Everbridge and/or this MOU; and the confidentiality provisions of this MOU. Page 3 of 5 Attachment A- Memorandum of Understanding Page 4 of 23 PARTICIPANT further agrees to provide a copy of the signed Individual User Agreement to COUNTY and notify COUNTY if an individual user withdraws their consent to the Individual User Agreement at anytime during the term of this MOU. 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. 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. 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 Division 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. VII. Confidentiality: Each party agrees to maintain the confidentiality of confidential records and information to which they have access a result of their use of the System and 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. No party shall post confidential information as part of a mass notification unless the law allows such information to be released. VIII. 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- Page 4 of 5 Attachment A- Memorandum of Understanding Page 5 of 23 public PARTICIPANT (aka inter-departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi jurisdictional notification use as needed. 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. IX. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE By: Date: Sandra Hutchens, Sheriff-Coroner APPROVED AS TO FORM County of Orange OFFICE OF THE COUNTY COUNSEL ORANGE COUNTY,CALIFORNIA ey PARTICIPANT: Dels: c i .. / C� By: Date: Authorized Signature Print Name and Title Page 5 of 5 Attachment "B" Attachment A- Memorandum of Understanding Page 6 of 23 Orange County Operational Area Exhibit B Countywide Public Mass Notification System Standard Operating Procedures Effective: June 30, 2008 Revised: May 24, 2016 I. PURPOSE The purpose of this document is to outline the Standard Operating Procedures for the use and administration of AIertOC, 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 PrepareOC. 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 Sheriffs 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 14 Attachment A- Memorandum of Understanding Page 7 of 23 \-' ( 1/ Exhibit B 1 Orange County Operational Area Countywide Public Mass Notification System 1,/I (Ac Standard Operating Procedures III. GOVERNANCE The Orange County Sheriffs 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 AIertOC 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 Sheriffs 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 Sheriffs 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 Sheriffs 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 14 Attachment A- Memorandum of Understanding Page 8 of 23 \~ Orel Orange County Operational Area Exhibit B 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 2021. 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 Sheriffs 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 Sheriffs 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 Sheriffs 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 14 Attachment A- Memorandum of Understanding Page 9 of 23 (�r, Orange County Operational Area Exhibit B 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, reentry 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 Page 4 of 14 Attachment A- Memorandum of Understanding Page 10 of 23 \~ ^ (�ry� Orange County Operational Area Exhibit B Countywide Public Mass Notification System Standard Operating Procedures I/ oxk 3. Contacting key staff regarding an emergency or crisis situation 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 VIII. 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 14 Attachment A- Memorandum of Understanding Page 11 of 23 0�r�l Orange County Operational Area Exhibit B Countywide Public Mass Notification System Standard Operating Procedures /iii 0'- C. Confidentiality Agencies shall be responsible for: (i) ensuring that users maintain the confidentiality of all user login and password information; (ii) ensuring that users use the service in accordance with all applicable laws and regulations, including those relating to use of personal information; (iii) any breach of the terms of this policy or the vendor agreement by any user; and (iv) all communications by users using the service. Agencies shall promptly notify the Orange County Sheriffs Department and the vendor if it becomes aware of any user action or omission that would constitute a breach or violation of this policy or the vendor agreement. Through the "Memorandum of Understanding between the County of Orange and Participants for use of Countywide Mass Notification System," each agency is bound in writing to the confidentiality obligations sufficient to permit agencies to fully perform its obligations under this policy or the vendor agreement. 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 Sheriffs 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 Sheriffs 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 Sheriffs 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. Page 6 of 14 Attachment A- Memorandum of Understanding Page 12 of 23 04' Exhibit B Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures /III OV 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 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 Sheriffs 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 functional need cliental may be established with prior authorization from the Orange County Sheriffs Department to ensure no vendor contract violations are occurring. VII. 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 Sheriffs 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 Sheriffs 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 Page 7 of 14 Attachment A- Memorandum of Understanding Page 13 of 23 -0. 04,. Exhibit B Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures 0N, - will have to occur with the Orange County Sheriffs 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 managers will occur prior to the lunch of the message by email containing the AIertOC 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 AIertOC 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 Page 8 of 14 Attachment A- Memorandum of Understanding Page 14 of 23 ti 0 ` Orange County Operational Area Exhibit B • Countywide Public Mass Notification System Standard Operating Procedures /'II ()\ 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 Sheriffs 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. 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 Sheriffs 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 Page 9 of 14 Attachment A- Memorandum of Understanding Page 15 of 23 04, Exhibit B µ�, T �1 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures // 0vC 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. 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 Sheriffs 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. Page 10 of 14 Attachment A- Memorandum of Understanding Page 16 of 23 ("),r Exhibit B 1 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures /!I! O\ 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 11 of 14 Attachment A- Memorandum of Understanding Page 17 of 23 Exhibit B -47 �1 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Revision History: Revision Date Author Description April 18,2008 PMNS Policy Committee Document originated May 19,2008 PMNS Executive Review Team Non-emergency session termination in Section V., Item C. 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 Raymond Cheung Revision for new vendor contract May 2016 Raymond Cheung Added confidentiality item to Section V., Item C. and allowed non-emergency use in Section V., Item B. and Section VIII. Page 12 of 14 Attachment A- Memorandum of Understanding Page 18 of 23 �~ ()�'' Exhibit B Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures /!/i 0\• 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 A fire 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 circs 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 circs 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 13 of 14 Attachment A- Memorandum of Understanding Page 19 of 23 f Orange County Operational Area Exhibit B Countywide Public Mass Notification System Standard Operating Procedures 110 AlertOC Activation Form (for emergency use only) (Attachment B) Request Received Date/Time: By: (Name/Title) Jurisdiction Information Jurisdiction Name: Requestor: (Name/Title) Contact Phone Numbers: #1: #2: Authorizing Official: (Name/Title) Message Specifics Date/Time Message to Be Sent: ❑ Immediately Targeted Recipients: Type of Message ❑ Phone r] e-mail ❑ SMS SMS Content: Message Content: Staff Executing Message Initiator Name (printed): Authorizing Sheriff Official: Date and Time Sent: Name, Date and Time Results provided to jurisdiction Page 14 of 14 Attachment A- Memorandum of Understanding Page 20 of 23 NONDISCLOSURE AGREEMENT Exhibit C 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 Califomia'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 A9.2.6B.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.B.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] Attachment A- Memorandum of Understanding Page 21 of 23 PACIFIC BELL TELEPHONE COMPANY dba XXXX(Customer) Exhibit C SBC CALIFORNIA r By: By: —~ Print Name: Print Name: Teara Le Blanc Title: Title Program Manager Date Signed: Date Signed: June 30.2008 XXXX(Subcontractor and/or Agent) By: Print Name: Title: Date Signed: 2 Attachment A- Memorandum of Understanding Page 23 of 23 Exhibit D however,that withdrawing USER's consent will result in immediate termination of USER's right and ability to access the SYSTEM. By signing this Individual User Agreement, USER acknowledges having thoroughly read the foregoing, and hereby consents and agrees to the above terms and conditions. Dated: Signature Printed Name Attachment A- Memorandum of Understanding Page 22 of 23 Exhibit D Public Mass Notification System Individual User Agreement 1. [Insert Name] (hereinafter"USER") is an agent, officer, employee or representative of [Insert name of entity], (hereinafter"PARTICIPANT"). 2. PARTICIPANT is a signatory to a Memorandum of Understanding ("MOU") between with the County of Orange ("COUNTY") for Use of Countywide Mass Notification System ("SYSTEM"). 3. As an agent, officer, employee or representative of PARTICIPANT, USER has been granted access to the System by PARTICIPANT and is deemed an Individual User under the MOU. 4. USER understands that as an Individual User, USER may only use the SYSTEM in the manner described in the MOU,the Everbridge GSA Approved End User License Agreement, and in accordance with the requirements of the law. . 5. By signing this Individual User Agreement, USER hereby further expressly agrees to the do following things: a) to maintain the confidentiality of login and password information; b) to use the System in accordance with all applicable laws and regulations, including those relating to use of personal information; c) to be responsible for any breach of the terms of the Agreement with Everbridge and/or the MOU between PARTICIPANT and COUNTY caused by the Individual User; and d) to maintain the confidentiality of all records and information to which the Individual User may have access as a result of their access to the System pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU; and e) that all information transmitted and the use of the SYSTEM by USER shall be in compliance with California Public Utilities Code section 2872. 6. USER also acknowledges having been provided the opportunity to review the GSA Approved End User License Agreement with Everbridge,the MOU and California Public Utilities Code section 2872,prior to signing this Individual User Agreement, and hereby agrees to abide by both the letter and intent of those documents.. 7. USER may withdraw their consent to terms contained within this Individual User Agreement at any time by notifying PARTICIPANT in writing. USER acknowledges, Attachment "C" Attachment achment A- Subordinate Agreement MA-060-16011934 Page 1 of 60 Subordinate Contract MA-060-16011934 With Everbridge,Inc. For Public Mass Notification System Services This subordinate agreement to provide a Software as a Service("SaaS")solution for a public mass notification system ("PMNS"), hereinafter referred to as "Subordinate Agreement", is made and entered into by and between the County of Orange, a political subdivision of the State of California("County"), and Everbridge, Inc., with a place of business at 500 N. Brand Blvd. Suite 1000, Glendale CA 91203 ("Contractor"). County and Contractor may sometimes be individually referred to herein as "Party" or collectively as"Parties." RECITALS WHEREAS, the State of California has issued California Multiple Award Schedule ("CMAS") Contract No.3-12-70-2909A("CMAS Contract")for provision of PMNS services by Contractor,which per its most recent renewal is set to expire on October 31,2019;and WHEREAS,the County requires PMNS services;and WHEREAS, Contractor has represented that its proposed services shall meet or exceed the County's requirements for PMNS services. NOW,THEREFORE,the Parties mutually agree as follows: ATTACHMENTS In addition to the Recitals set forth below,the terms governing the relationship between the Parties to this Subordinate Agreement are further described in the following attachments,which are incorporated herein as though set forth in full: Attachment"A"—California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A, effective December 12,201 4—October 31,2019. Attachment"B"—Cost/Compensation(hereinafter"Price Sheet") Attachment"C"—Everbridge Inclusion Sheet(hereinafter"Inclusion Sheet") Attachment"D"—Everbridge GSA Approved.End User License Agreement(hereinafter "EULA") Attachment A-Subordinate Agreement MA-060-16011934 Page 2 of 60 DEFINITIONS For the purposes of interpreting this Subordinate Agreement, the following terms defined in the Attachments hereto shall have the following meanings: A. "State of California"and"State"as used in Attachment"A"shall mean County, its employees and authorized representatives. B. "Users" as used in Attachment "D," in addition to the definition therein, shall also include within its meaning the employees and contractors of other public entities who are authorized by the County to access any Service as described in the EULA pursuant to a Memorandum of Understanding between the County and those public entities. All other conflicting terms or language shall be resolved as described in Section 11 hereinbelow. COUNTY TERMS&CONDITIONS 1. Subordinate Agreement: The agreement between the Parties shall consist of this Subordinate Agreement and Attachments"A,""B,""C,"and"D"(collectively,"Agreement Documents"). The Parties hereby agree that the terms, conditions and assumptions set forth in Attachment"A"shall govern the performance of the Subordinate Agreement and delineate the respective rights and obligations of the Parties except where there is a conflict in language or obligations between Attachment"A"and the other Agreement Documents. In the event of such a conflict, the Parties agree that it shall be resolved as described in Section I I hereinbelow. 2. Scope of Subordinate Agreement: Contractor shall provide the County with a SaaS solution for PMNS services as further described in the Agreement Documents. Payment for PMNS services shall be made annually in the amounts described in the Price Sheet attached hereto. 3. Term of Subordinate Agreement: This Subordinate Agreement shall be effective as of the date it is executed by both Parties("Effective Date"),and its term shall be three(3)consecutive years from the Effective Date. This Subordinate Agreement is based and dependent on the existence of the CMAS Contract which is currently set to expire on October 31, 2019. In the event that the CMAS Contract is renewed and extended by the State of California, County, at its sole election and subject to the written consent of Contractor,may exercise its right to extend this Subordinate Agreement for a total of two(2)one-year periods under the same terms and conditions and pricing structure. The County does not have to give any reason should it elect not to renew the Subordinate Agreement. Any renewal may require approval of the County of Orange Board of Supervisors. 4. Governing Law and Venue: This Subordinate Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Subordinate Agreement,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do submit to the jurisdiction of such court, Attachment A- Subordinate Agreement MA-060-16011934 Page 3 of 60 notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 5. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Subordinate Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees, consultants and subcontractors performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq.,as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees, consultants and subcontractors for the period prescribed by law. The Contractor shall indemnify,defend with counsel approved in writing by the County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or the County,or both, in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Subordinate Agreement. 6. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973,as amended;the Age Discrimination Act of 1975 as amended;Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification,age, religion,marital status,sex or disability. 7. Debarment: Contractor hereby certifies that neither Contractor nor its principals arc presently debarred,proposed for debarment,declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. 8. Lobbying: On best information and belief, the Contractor certifies no federal appropriated funds have been paid or will be paid by,or on behalf of,the Contractor to any person for influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any Federal contract, continuation, renewal, amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. 9. Fiscal Appropriations: This Subordinate Agreement is subject to and contingent upon applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Subordinate Agreement. If such appropriations are not forthcoming,the Subordinate Agreement shall be terminated without penalty. The Contractor acknowledges that funding or portions of funding for this Subordinate Agreement may also be contingent upon the receipt of funds from,and/or appropriation of funds by,the State of California to the County. If such funding and/or appropriations are not forthcoming, or are otherwise limited, the County may immediately terminate or modify this Subordinate Agreement Attachment A- Subordinate Agreement MA-060-16011934 Page 4 of 60 without penalty. Notwithstanding the foregoing,County shall not be entitled to a refund and shall pay amounts due and owing as of the termination. 10. Records: Contractor hereby acknowledges that documents or communications made or provided by Contractor to the County pursuant to this Subordinate Agreement may be required to be produced to third parties pursuant to the California Public Records Act,Government Code sections 6250, et seg. Contractor agrees to indemnify and hold County harmless from liability and/or attorneys' fees arising from the non-disclosure or lawful disclosure of records that the Contractor has identified as confidential. 11. Precedence: The Subordinate Agreement documents consist of Agreement Documents. In the event of a conflict between the language of any of the Agreement Documents, the precedence to the respective documents' language shall be given in the following order: a. This Subordinate Agreement; b. Attachment"B"; c. Attachment"A"; d. Attachment"C"; e. Attachment"D." Attachment A- Subordinate Agreement MA-060-16011934 Page 5 of 60 Subordinate Agreement Signature Page The Parties hereto have executed this Subordinate Agreement on the dates shown opposite their respective signatures below *Couruciur: , Inc. By: J T ''" ' '7 �" Title: Vice President and Controllkr._v Print Name: Phillip HiLff Date: 5/4/16 *Contractor. Everbridge,Inc. By: 3)4 ' Title: Assistant Secretary Print Name: Daniel Hekier Date: 5/4/I 6____. *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 secretary, an assistant secretary,the Chief Financial Officer,or any assistant treasurers. In the alternative, a single corporate signature is acceptable when accompanied by a corporate document demonstrating the legal authority of the signature to bind the company. County Of Orange A political subdivision of the State of California Sheriff-Coroner Department w , . By: �. Title: _--- Print Name: Date: Approved by the Board of Supervisors: Approved as to Form Office of the County Counsel by' — � ----- Deputy Attachment A-Subordinate Agreement MA-060-16011934 Page 6 of 60 ATTACHMENT A California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A (Intentionally left blank) Attachment A-Subordinate Agreement MA-060-16011934 Page 7 of 60 DES Procurement Division 707 Third Street,2nd Floor,MS#2-202 West Sacramento,CA 95605-2811 State of California MULTIPLE AWARD SCHEDULE EVERBRIDGE, INC . CONTRACT NUMBER: 3-12-70-2909A SUPPLEMENT NO.: 1 CMAS CONTRACT TERM: 12/12/2014 through 10/31/2019 CONTRACT CATEGORY: Information Technology Goods & Services APPLICABLE September 8, 2014 TERMS & CONDITIONS: MAXIMUM ORDER LIMIT: $500,000 FOR USE BY: State & Local Government Agencies BASE GSA SCHEDULE NO.: GS-35F-0692P BASE SCHEDULE HOLDER: Everbridge, Inc. This contract provides for the purchase and warranty of software. I NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the website: htto://www.documents.dgs.ca.gov/od/contracts/contractindexlisting.htm. This requirement is not applicable to local government entities. The purpose of this supplement is to renew this contract through 1013112019. In addition, this supplement replaces in its entirety Everbridge, Inc.'s existing California Multiple Award Schedule(CMAS)that expired on 10/31/2014. The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated September 8, 2014. products and/or services and pricing are included herein. Please review these provisions carefully because they may have changed since issuance of your last contract. IMPORTANT NOTICE TO STATE AGENCIES REGARDING CLOUD COMPUTING SOLUTIONS Cloud computing solutions for Software as a Service (SaaS) are permitted under this CMAS Contract. Cloud Infrastructure as a Service(laaS)and Cloud Platform as a Service(PaaS)are not permitted under the CMAS Program. One or more of the brands offered under this CMAS contract may be associated with laaS or PaaS. It is incumbent upon both the CMAS supplier as well as the ordering agency to ensure that laaS and PaaS products are not purchased under this contract. The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions, products and/or services and pricing are included herein. All purchase orders issued under this contract incorporate the following Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated September 8, 2014. Effective Date: 12/12/2014 STEPHANNE LIM, Program Analyst, California Multiple Award Schedules Unit Attachment A- Subordinate Agreement MA-060-16011934 Page 8 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A,SUPPLEMENT NO. 1 Agency non-compliance with the requirements of CONTRACT PRICES this contract may result in the loss of delegated authority to use the CMAS program. The maximum prices allowed for the products and/or services available in this CMAS contract are those set Contractor non-compliance with the requirements of forth in the base contract identified on page 2 of this contract. this contract may result in contract termination. CMAS PRODUCT&SERVICE CODES The ordering agency is encouraged to seek prices lower than those on this CMAS contract. When responding to The CMAS Product & Service Codes listed below are an agency's Request for Offer(RFO),the contractor can offer lower prices to be competitive. for marketing purposes only. Review this CMAS contract and the base contract identified below for the AMERICAN RECOVERY AND REINVESTMENT ACT products and/or services available on this contract. 'ARRA) Emergency-First Response Comm Ordering departments executing purchases using ARRA Auto Call Distribution funding must attach the ARRA Supplemental Terms and Software-Communications Conditions document to their individual RFOs and Voice-IVR Systems purchase documents. Departments are reminded that Software as a Service(SaaS) these terms and conditions supplement, but do not AVAILABLE PRODUCTS AND/OR SERVICES replace,standard State terms and conditions associated with this CMAS contract. The ARRA Supplemental Terms and Conditions can be accessed at The ordering agency must verify all products and/or www.documents.dgs.ca.gov/od/aolioroc/ARRATand%20 services are currently available on the base GSA C081009final.pdf. schedule at the GSA eLibrary. Access the GSA eLibrary at www.asaelibrarv.gsa.gov. WARRANTY EXCLUDED PRODUCTS AND/OR SERVICES For warranties, see the federal GSA schedule and the CMAS Terms and Conditions, General Provisions, Infrastructure as a Service (IaaS) and Platform as a CMAS Warranty. Service (PaaS) cloud products and related services are not available under this contract. DELIVERY CMAS BASE CONTRACT 30 days after receipt of order, or as negotiated between T agency and contractor and included in the purchase hls CMAS contract is based on some or all of the order,or as otherwise stipulated in the contract. products and/or services and prices from GSA Schedule No.GS-35F-0692P(Everbridge, Inc.)with a SHIPPING INSTRUCTIONS GSA term of 7/1912014 through 7/18/2019 including modification 0016. The term of this CMAS contract F.O.B. (Free On Board) Destination. Seller pays the incorporates an extension of three months beyond freight charges. the expiration of the base GSA contract, and is shown in the"CMAS Term Dates"on page 1. PURCHASING AUTHORITY DOLLAR THRESHOLD, ISSUE PURCHASE ORDER TO No CMAS order may be executed by a State agency that exceeds that agency's CMAS purchasing authority Agency purchase orders must be mailed to the following threshold or the CMAS maximum order limit, whichever address,or faxed to(818)484-2299: is less. Everbridge,Inc. 500 N.Brand Blvd,Suite 1000 Glendale,CA 91203 Attn: Jack Karadzhyan Agencies with questions regarding products and/or services may contact the contractor as follows: Phone: (818)230-9790 E-mail: jack.karadzhyan @everbridge.com Ordering Instructions and Special Provisions 2 Attachment A- Subordinate Agreement MA-060-16011934 Page 9 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1 HOW TO USE CMAS CONTRACTS MINIMUM ORDER LIMITATION Agencies must adhere to the detailed requirements in The minimum dollar value of an order to be issued the State Contracting Manual(SCM)when using CMAS under this contract is$5,000.00. contracts. The requirements for the following bullets are in the SCM, Volume 2, Chapter 6 (for non-IT) and the ORDERING PROCEDURES SCM,Volume 3, Chapter 6(for IT): 1. Order Form • Develop a Request for Offer, which includes a Scope of Work (SOW), and Bidder Declaration State agencies shall use a Contract/Delegation form. For information on the Bidder Declaration Purchase Order (Std. 65) for purchases and requirements, see the SCM, Volume 2, Section services. 3.5.7 and Volume 3,Section 3.4.7. • Search for potential CMAS contractors at Local governments shall, in lieu of the State's www.dos.ca.aov/ad/Programs/Leveraged/CMAS.asox, Purchase Order (Std. 65), use their own purchase select"Find a CMAS Contract". order document. • Solicit offers from a minimum of 3 CMAS contractors including one small business and/or Electronic copies of the State Standard Forms can DVBE, if available, who are authorized to sell the be found at the Office of State Publishing website. products and/or services needed The site provides information on the various forms • If soliciting offers from a certified DVBE, include the and use with the Adobe Acrobat Reader. Beyond Disabled Veteran Business Enterprise Declarations the Reader capabilities, Adobe Acrobat advanced form (Std. 843) in the Request for Offer. This features may be utilized if you have Adobe declaration must be completed and retumed by the Business Tools or Adobe Acrobat 4.0 installed on DVBE prime contractor and/or any DVBE your computer. Direct link to the Standard Form subcontractors. (See the SCM Volumes 2 and 3, 65: Chapter 3) http://www.dgs.ca.aov/dgs/ProgramsServices/Form • This is not a bid transaction, so the small business s/FMC/Search.asox preference, DVBE participation goals, protest language, intents to award, evaluation criteria, 2. Purchase Orders advertising,etc.,are not applicable. • If less than 3 offers are received, State agencies State and Local Government agencies are required must document their file with the reasons why the to send a copy of each CMAS purchase order to: other suppliers solicited did not respond with an Department of General Services offer. • Assess the offers received using best value Procurement Division, Data Management Unit methodology,with cost as one of the criteria. PO Box 989052, MS#2-203 • Issue a Purchase Order to the selected contractor. West Sacramento,CA 95798-9052 • For CMAS transactions under$5,000 only one offer (or via Interagency Mail Service#Z-1) is required if the State agency can establish and The agency is required to complete and distribute document that the price is fair and reasonable. the order form. For services, the agency shall Local governments set their own order limits, and are modify the information contained on the order to . not bound by the order limits on the cover page of this include the service period (start and end date), and contract. the monthly cost (or other intermittent cost), and any other information pertinent to the services SPLITTING ORDERS being provided. The cost for each line item should be included in the order,not just system totals. Splitting orders to avoid any monetary limitations is The contractor must immediately reject orders that prohibited. are not accurate. Discrepancies are to be Do not circumvent normal procurement methods by negotiated and incorporated into the order prior to splitting purchases into a series of delegated purchase the products and services being delivered. orders(PCC§ 10329). 3. Service and Delivery after Contract Expiration Splitting a project into small projects to avoid either The purchase order must be issued before the fiscal or procedural controls is prohibited (SAM CMAS contract end term expires. However, 4819.34). delivery of the products or completion of the services may be after the contract end term expires (unless otherwise specifically stated in the contract), but must be as provided for in the contract and as specified in the purchase order. Ordering Instructions and Special Provisions 3 Attachment A-Subordinate Agreement MA-060-16011934 Page 10 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A, SUPPLEMENT NO. 1 4. Multiple Contracts on STD.65 Order Form In response to our commitment to increase participation by small businesses, the Department of General Agencies may include multiple CMAS contracts Services waives the administrative fee (a fee from the same contractor on a single Std. 65 currently charged to customer agencies to support Contract/Delegation Purchase Order. For the CMAS program) for orders to certified small guidelines, see the SCM, Volumes 2 & 3, Chapter business enterprises. 6.B4.1. See the current fees in the DGS Price Book at: http://www.dgs.ca.00v/ofs/Pricebook.asox 5. Amendments to Agency's Purchase Orders SMALL BUSINESS/DVBE-TRACKING Agency purchase orders cannot be amended if the CMAS contract has expired. State agencies are able to claim subcontracting dollars towards their small business or DVBE goals whenever The SCM,Volumes 2 &3, Chapter 6.A5.0 provides the Contractor subcontracts a commercially useful the following direction regarding amendments to all function to a certified small business or DVBE. The types of CMAS purchase orders: Contractor will provide the ordering agency with the name of the small business or DVBE used and the Original orders, which include options for dollar amount the ordering agency can apply towards its changes (e.g., quantity or time), that were small business or DVBE goal. evaluated and considered in the selection for award during the RFO process, may be SMALL BUSINESS/DVBE-SUBCONTRACTING amended consistent with the terms of the original order,provided that the original order allowed for 1. The amount an ordering agency can claim towards amendments. If the original order did not achieving its small business or DVBE goals is the evaluate options, then amendments are not dollar amount of the subcontract award made by allowed unless an NCB is approved for those the Contractor to each small business or DVBE. amendments. 2. The Contractor will provide an ordering agency with Amendments unique to non-IT services are covered the following information at the time the order is in the SCM,Volume 2,Chapter 6.B2.9 as follows: quoted: If the original contract permitted amendments, a. The Contractor will state that, as the prime but did not specify the changes (e.g., quantity or Contractor, it shall be responsible for the time), it may be amended. This only applies to overall execution of the fulfillment of the order. the first amendment. The time shall not exceed one year, or add not more than 30% of the b. The Contractor will indicate to the ordering original order value and may not exceed agency how the order meets the small $250,000. If the original contract did not have business or DVBE goal,as follows: language permitting amendments, the NCB process must be followed. • List the name of each company that is certified by the Office of Small Business Also, see the SCM, Volumes 2 & 3, Chapter 8, and DVBE Certification that it intends to Topic 6, for more information on amending subcontract a commercially useful function purchase orders. to;and • Include the small business or DVBE CONTRACTOR OWNERSHIP INFORMATION, certification number of each company listed, and attach a copy of each Everbridge,Inc. is a large business enterprise. certification;and • Indicate the dollar amount of each SMALL BUSINESS MUST BE CONSIDERED subcontract with a small business or DVBE that may be claimed by the ordering agency Prior to placing orders under the CMAS program, State towards the small business or DVBE goal; agencies shall whenever practicable first consider offers and from small businesses that have established CMAS • Indicate what commercially useful function contracts [GC Section 14846(b)]. NOTE: The the small business or DVBE subcontractor Department of General Services auditors will request will be providing towards fulfillment of the substantiation of compliance with this requirement when order. agency files are reviewed. 3. The ordering agency's purchase order must be The following website lists CMAS Small Business and addressed to the prime Contractor, and the Disabled Veteran Partners: purchase order must reference the information www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.asox provided by the prime Contractor as outlined above. then select"Find a CMAS Contractor". Ordering Instructions and Special Provisions 4 Attachment A- Subordinate Agreement MA-060-16011934 Page 11 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1 ELECTRONIC WASTE RECYCLING Cost Prior Operation More than$100,000 8 months The Electronic Waste Recycling Act of 2003 requires $10,000 up to$100,000 4 months retailers to collect a recycling fee from consumers on Less than$10,000 1 month covered electronic devices starting January 1, 2005. California Public Resources Code, Section 42463(f) Category 2 -All Information Technology Equipment defines a"covered electronic device"as a video display and Non-Critical Software: Information technology device containing a screen greater than four inches equipment is defined in SAM Section 4819.2. measured diagonally. See the code identified above for more information and exceptions to this definition. Cost Prior Operation More than$100,000 6 months • The Integrated Waste Management Board is $10,000 up to$100,000 4 months implementing this new legislation, and the Board of Less than$10,000 1 month Equalization is responsible for collecting these recycling fees from retailers. See the following two websites for OPEN MARKET/INCIDENTAL, NON-SCHEDULE more information on this topic: ITEMS www.ciwmb.ca.00v/Electronics/Act2003/ The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they www.boe.ca.aov/sotaxprog/ewaste.htm fall under the parameters of the Not Specifically Priced (NSP) Items provision. If the NSP provision is not The electronic waste recycling fee must be shown as a included in the schedule, or the products and/or line item on the agency purchase order before the services required do not qualify under the parameters of Contractor can include it on their invoice. the NSP provision,the products and/or services must be procured separate from CMAS. PRODUCTIVE USE REQUIREMENTS STATE AND LOCAL GOVERNMENTS CAN USE The customer in-use requirement applies to all CMAS procurements of information technology equipment and software, per the SCM, Volume 3, Chapter 2, Section State and local government agency use of CMAS 2.B6.2. contracts is optional. A local government is any city, county, city and county, district, or other local Each equipment or software component must be in governmental body or corporation,including UC,CSU, current operation for a paying customer and the paying K-12 schools and community colleges empowered to customer must be external to the contractors expend public funds. While the State makes this organization (not owned by the contractor and not contract available, each local government agency owning the contractor). should make its own determination whether the CMAS program is consistent with their procurement policies To substantiate compliance with the Productive Use and regulations. Requirements, the contractor must provide upon request the name and address of a customer installation UPDATES AND/OR CHANGES and the name and telephone number of a contact person. A CMAS amendment is not required for updates and/or changes once the update and/or change becomes The elapsed time such equipment or software must effective for the federal GSA schedule, except as have been in operation is based upon the importance of follows: the equipment or software for system operation and its cost. The following designates product categories and • A CMAS amendment is required when the contract the required period of time for equipment or software is based on products and/or services from another operation prior to approval of the replacement item on contractor's multiple award contract and the CMAS. contractor wants to add a new manufacturer's products and/or services. Category 1 - Critical Software: Critical software is • A CMAS amendment is required for new federal software that is required to control the overall operation contract terms and conditions that constitute a of a computer system or peripheral equipment. material difference from existing contract terms and Included in this category are operating systems, data conditions. A material change has a potentially base management systems, language interpreters, significant effect on the delivery, quantity or quality assemblers and compilers, communications software, of items provided,the amount paid to the contractor and other essential system software. or on the cost to the State. • A CMAS amendment is required for changes to contracts that require California Prison Industry Authority(CALPIA)approval. Ordering Instructions and Special Provisions 5 Attachment A- Subordinate Agreement MA-060-16011934 Page 12 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 A CMAS amendment is required to update and/or • Agencies are required to file with the Department of change terms and conditions and/or products and Fair Employment and Housing (DFEH) a Contract services based on a non-federal GSA multiple award Award Report Std. 16 for each order over $5,000 contract. within 10 days of award, including supplements that exceed$5,000. SELF-DELETING FEDERAL GSA TERMS AND • Pursuant to Public Contract Code Section 10359 CONDITIONS State agencies are to report all Consulting Services Contract activity for the preceding fiscal year to Instructions, or terms and conditions that appear in the DGS and the six legislative committees and Special Items or other provisions of the federal GSA and individuals that are listed on the annual apply to the purchase, license, or rental (as applicable) memorandum from DGS. of products or services by the U.S. Government in the • Pursuant to Unemployment Insurance Code United States, and/or to any overseas location shall be Section 1088.8, State and local government self-deleting. (Example: "Examinations of Records" agencies must report to the Employment provision). Development Department (EDD) all payments for services that equal $600 or more to independent Federal regulations and standards, such as Federal sole proprietor contractors. See the Contractor's Acquisition Regulation (FAR), Federal Information Std. 204, Payee Data Record, to determine sole Resources Management Regulation (FIRMR), Federal proprietorship. For inquiries regarding this subject, Information Processing Standards (FIPS), General contact EDD at (916) 651-6945 for technical Services Administration Regulation (GSAR), or Federal questions or (888) 745-3886 for information and Installment Payment Agreement (FIPA) shall be self- forms. deleting. Federal blanket orders and small order • Annual small business and disabled veteran procedures are not applicable. reports. ORDER OF PRECEDENCE • Post evaluation reports. Public Contract Code 10369 requires State agencies to prepare post evaluations on form Std. 4 for all completed non-IT The CMAS Terms and Conditions shall prevail if there is consulting services contracts of more than $5,000. a conflict between the terms and conditions of the Copies of negative evaluations for non-IT contractor's federal GSA, (or other multiple award consulting services only must be sent to the DGS, contract), packaging, invoices, catalogs, brochures, Office of Legal Services. The Bureau of State technical data sheets or other documents (see CMAS Audits requires State agencies annually to certify Terms and Conditions,CONFLICT OF TERMS). compliance with these requirements. APPLICABLE CODES.POLICIES AND GUIDELINES ETHNICITY/RACE/GENDER REPORTING REQUIREMENT All California codes, policies, and guidelines are applicable. THE USE OF CMAS DOES NOT REDUCE Effective January 1, 2007, in accordance with Public OR RELIEVE STATE AGENCIES OF THEIR Contract Code 10111, State agencies are to capture RESPONSIBILITY TO MEET STATEWIDE information on ethnicity, race, and gender of business REQUIREMENTS REGARDING CONTRACTING OR owners (not subcontractors) for all awarded contracts, THE PROCUREMENT OF GOODS OR SERVICES. including CAL-Card transactions. Each department is Most procurement and contract codes, policies, and required to independently report this information to the guidelines are incorporated into CMAS contracts. Governor and the Legislature on an annual basis. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique Agencies are responsible for developing their own State processes has been included. guidelines and forms for collecting and reporting this STATEWIDE PROCUREMENT REQUIREMENTS information, Contractor participation is voluntary. Agencies must carefully review and adhere to all statewide procurement requirements in the SCM, PAYMENTS AND INVOICES, Volumes 2 and 3,such as: 1. Payment Terms • Automated Accounting System requirements of State Administrative Manual (SAM) Section 7260- Payment terms for this contract are net 45 days. 62 • Productive Use Requirements, per the SCM, Volume 3,Chapter 2, Section 2.B6.2. • SAM Sections 4819.41 and 4832 certifications for information technology procurements and compliance with policies. • Services may not be paid for in advance. Ordering Instructions and Special Provisions 6 Attachment A- Subordinate Agreement MA-060-16011934 Page 13 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO.1 Payment will be made in accordance with the 4. Contractor Invoices provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless Unless otherwise stipulated, the contractor must expressly exempted by statute, the Act requires send their invoices to the agency address set forth State agencies to pay properly submitted, in the purchase order. Invoices shall be submitted undisputed invoices not more than 45 days after(i) in triplicate and shall include the following: the date of acceptance of goods or performance of services; or (ii) receipt of an undisputed invoice, • Contract number whichever is later. • Agency purchase order number • Agency Bill Code 2. Payee Data Record(Std.204) • Line item number Each State accounting office must have a copy of •Eee the Contractor's Payee Data Record (Std. 204) in Exit ted line item price order to process payment of invoices. Contractors Invoice total are required to provide a copy of their Std. 204 State sales tax and/or use tax shall be itemized upon request from an agency customer. Agencies separately and added to each invoice as applicable. should forward a copy of the Std. 204 to their accounting office. Without the Std. 204, payment The company name on the CMAS contract, may be unnecessarily delayed. purchase order and invoice must match or the State 3. DGS Administrative and Incentive Fees Controller's Office will not approve payment. Orders from State Agencies: 5. Advance Payments The Department of General Services(DGS)will bill Advance payment is allowed for services only each under limited, narrowly defined circumstances, e.g., ach State agency directly an administrative fee for use of CMAS contracts. The administrative fee between specific departments and certain types of non-profit organizations, or when paying another should NOT be included in the order total, nor remitted before an invoice is received from DGS. government agency (GC 11256 — 11263 and This administrative fee is waived for CMAS 11019). purchase orders issued to California certified small It is NOT acceptable to pay in advance, except businesses. software maintenance and license fees, which are See the current administrative fees in the DGS considered a subscription, may be paid in advance Price Book at: if a provision addressing payment in advance is htto://www.dgs.ca.gov/ofs/Pricebook.asox. included in the purchase order. Orders from Local Government Agencies: Warranty upgrades and extensions may also be paid for in advance,one time. Effective for CMAS orders dated 1/1/2010 or later, 6. Credit Card CMAS contractors, who are not California certified small businesses, are required to remit to the DGS Everbridge, Inc. does not accept the State of an incentive fee equal to 1%of the total of all local California credit card (CAL-Card). government agency orders(excluding sales tax and freight)placed against their CMAS contract(s). This 7. Lease/Purchase Analysis incentive fee is in lieu of local government agencies being billed the above referenced DGS State agencies must complete a Lease/Purchase administrative fee. Analysis (LPA) to determine best value when This incentive fee is waived for CMAS purchase contemplating a lease/rental, and retain a copy for This incentive issued to Called for certified p smse future audit purposes(SAM 3700). Approval by the Department of General Services is not required. businesses. The check covering this fee shall be made payable $ Leasing to the Department of General Services, CMAS Unit, Except for Federal Lease to Own Purchase(LTOP) and mailed to the CMAS Unit along with the and hardware rental provisions with no residual applicable Quarterly Report. See the provision in value owed at end term ($1 residual value is this contract entitled "Contractor Quarterly Report acceptable), Federal GSA Lease provisions are Process" for information on when and where to NOT available through CMAS because the rates send these checks and reports. and contract terms and conditions are not acceptable or applicable to the State. Ordering Instructions and Special Provisions 7 Attachment A-Subordinate Agreement MA-060-16011934 Page 14 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1 SEAT Management financing options are NOT Reports that include checks for incentive fees or that available through this contract. exceed a total of 5 pages must be mailed and shall not be faxed or e-mailed. All other reports may be faxed or As an alternative, agencies may consider financing e-mailed to the attention of Quarterly Report Processing through the State's financial marketplace GS as follows: $MartT". All terms and conditions and lenders are pre-approved for easy financing. The GS$MartTh CMAS Unit Fax Number: (916)375-4663 Internet address is CMAS Unit E-Mail: cmas©dgs.ca.gov www.das.ca.ciov/od/oroarams/statefinancialmarketolace.a Ac. Buyers may contact the GS $Marti"" For the full instructions on completing and submitting Administrator, Patrick Mullen by phone at (916) CMAS Quarterly Business Activity Reports, and a soft 375-4617 or via e-mail at copy of a blank quarterly report form, go to patrick.mullen @dgs.ca.gov for further information. www.dgs.ca.gov/od/Programs/Leveraged/CMAS.asox, and then select"For Suppliers/Contractors". 9. Maintenance Tax Important things to remember regarding CMAS The Board of Equalization has ruled that in Quarterly Business Activity Reports (referred to as accordance with Section 1655 of the Sales and Use "reports"below): Tax Regulations of the Business Taxes Law Guide, • A report is required for each CMAS contract each that whenever optional maintenance contracts quarter, even when no new purchase orders are include consumable supplies, such supplies are received in the quarter. subject to sales tax. • A separate report is required for each CMAS contract. Generally,the State has two options: • Each purchase order must be reported only once in 1. For contracts that provide for maintenance the quarter identified by the purchase order date, P regardless of when the services were performed, services(i.e.,the furnishing of labor and parts the products were delivered, the invoice was sent, necessary to maintain equipment), the or the payment was received. charges for the provision of maintenance • Purchase orders from State and local government services are not taxable. agencies must be separated on the report, as 2. For contracts that provide for maintenance shown in themuttu report• services and consumable supply items (e.g., Contractors must report the sales activity for all toner, developer, and staples), the p resellers listed on their CMAS contract. toner, the consumable supplies i), the provision rovi d a • Any report that does not follow the required format of taxable sale consumable personal considered or excludes required information will be deemed incomplete and returned to the contractor for Therefore, State agencies awarding optional corrections. maintenance contracts are responsible for paying the applicable sales tax on the • Taxes and freight must not be included in the consumable supplies utilized during the report. • performance period of the maintenance For CMAS orders dated 1/1/2010 or later, contract. contractors are no longer required to attach copies of purchase orders to their reports. This changed The contractor will be required to itemize the requirement will begin on Q1-2010 reports, which taxed consumables for State accounting are due 4/15/2010. purposes. • For CMAS orders dated 1/1/2010 or later, contractors who are not California certified small CONTRACTOR QUARTERLY REPORT PROCESS businesses must attach to their quarterly report a check covering the required incentive fee for all Contractors are required to submit a detailed CMAS CMAS sales to local government agencies (see Business Activity Report on a quarterly basis to the more information below). This new requirement will CMAS Unit. See Attachment B for a copy of this form start on Q1-2010 reports,which are due 4/15/2010. and instructions. • New contracts, contract renewals or extensions, and contract modifications will be approved only if This report shall be mailed to: the contractor has submitted all required quarterly reports and incentive fees. Department of General Services Procurement Division—CMAS Unit Attention: Quarterly Report Processing PO Box 989052,MS#2-202 West Sacramento,CA 95798-9052 Ordering Instructions and Special Provisions 8 Attachment A-Subordinate Agreement MA-060-16011934 Page 15 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1 CMAS Quarterly Business Activity Reports are due in It is important for the agency to confirm that the required the CMAS Unit within two weeks after the end of each products, services, and prices are included in the quarter as shown below: contract and are at or below contract rates. To streamline substantiation that the needed items are in Quarter 1 Jan 1 to Mar 31 Due Apr 15 the contract, the agencies should ask the contractor to Quarter 2 Apr 1 to Jun 30 Due Jul 15 identify the specific pages from the contract that include Quarter 3 Jul 1 to Sep 30 Due Oct 15 the required products, services, and prices. Agencies Quarter 4 Oct 1 to Dec 31 Due Jan 15 should save these pages for their file documentation. CONTRACTOR QUARTERLY INCENTIVE FEES CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED CMAS contractors who are not California certified small businesses must remit to the DGS an incentive fee When a subcontractor ultimately provides all of the equal to 1% of the total of all local government agency products or performs all of the services that a contractor orders (excluding sales tax and freight) placed against has agreed to provide, and the prime contractor only their CMAS contract(s). This incentive fee is in lieu of handles the invoicing of expenditures, then the prime local government agencies being billed the above contractor's role becomes that of a fiscal agent because referenced DGS administrative fee. it is merely administrative in nature, and does not provide a Commercially Useful Function (CUF). It is CMAS contractors cannot charge local government unacceptable to use fiscal agents in this manner agencies an additional 1% charge on a separate line because the agency is paying unnecessary item to cover the incentive fee. The contractor must administrative costs. include the 1% incentive fee in the price of the products or services offered, and the line item prices must not AGENCY RESPONSIBILITY exceed the applicable GSA prices. Agencies must contact contractors to obtain copies of A local government agency is any city, county, district, the contracts and compare them for a best value or other local governmental body, including the purchasing decision. California State University (CSU) and University of California (UC) systems, K-12 public schools and Each agency is responsible for its own contracting community colleges empowered to expend public funds. program and purchasing decisions, including use of the CMAS program and associated outcomes. This incentive fee is waived for CMAS purchase orders issued to California certified small businesses. This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing The check covering this fee shall be made payable to appropriate funding, complying with laws and policies, the Department of General Services, CMAS Unit, and preparing the purchase order in a manner that mailed to the CMAS Unit along with the applicable safeguards the State's interests, obtaining required Quarterly Report. See the provision in this contract approvals, and documenting compliance with entitled "Contractor Quarterly Report Process" for Government Code 19130.b(3)for outsourcing services. information on when and where to send these checks and reports. It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices CONTRACTOR PROVIDES COPY OF THE for advice depending upon the scope or complexity of CONTRACT AND SUPPLEMENTS the purchase order. CMAS contractors are required to provide the entire If you do not have legal services available to you within contract that consists of the following: your agency, the DGS Office of Legal Services is available to provide services on a contractual basis. • Cover pages with DGS logo and CMAS analyst's signature, and Ordering Instructions and Special CONFLICT OF INTEREST Provisions. • California CMAS Terms and Conditions. Agencies must evaluate the proposed purchase order to • Federal GSA or non-federal GSA Terms and determine if there are any potential conflict of interest Conditions (unless otherwise stipulated in the issues. See the attached CMAS Terms and Conditions, CMAS contract). Conflict of Interest,for more information. • Federal GSA or non-federal GSA products, services, and price list (unless otherwise stipulated FEDERAL DEBARMENT in the CMAS contract). • Supplements,if applicable. When federal funds are being expended, the agency is required to obtain (retain in file) a signed "Federal Debarment" certification from the contractor before the purchase order is issued. Ordering Instructions and Special Provisions 9 Attachment A- Subordinate Agreement MA-060-16011934 Page 16 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1 This certification is required by the regulations AMERICANS WITH DISABILITY ACT(ADA1 implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Section 504 of the Rehabilitation Act of 1973 as Participants; responsibilities. The regulations were amended;Title VI and VII of the Civil Rights Act of 1964 published as Part VII of the May 26, 1988 Federal as amended; Americans with Disabilities Act, 42 USC Register(pages 19160-19211). 12101; California Code of Regulations, Title 2, Title 22; California Government Code, Sections 11135, et seq.; LIQUIDATED DAMAGES FOR LATE DELIVERY and other federal and State laws, and Executive Orders prohibit discrimination. All programs, activities, The value of the liquidated damages cannot be a employment opportunities, and services must be made penalty, must be mutually agreed upon by agency and available to all persons, including persons with contractor and included in the purchase order to be disabilities. See Attachment A for Procurement applicable. Division's ADA Compliance Policy of Nondiscrimination on the Basis of Disability. ACCEPTANCE TESTING CRITERIA Individual government agencies are responsible for self- If the agency wants to include acceptance testing for all compliance with ADA regulations. newly installed technology systems, and individual equipment, and machines which are added or field Contractor sponsored events must provide reasonable modified (modification of a machine from one model to accommodations for persons with disabilities. another)after a successful performance period, the test criteria must be included in the purchase order to be DGS PROCUREMENT DIVISION CONTACT AND applicable. PHONE NUMBER Department of General Services Procurement Division,CMAS Unit 707 Third Street,2nd Floor,MS 202 West Sacramento,CA 95605-2811 Phone# (916)375-4363 Fax# (916)375-4663 Ordering Instructions and Special Provisions 10 Attachment A- Subordinate Agreement MA-060-16011934 Page 17 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909A, SUPPLEMENT NO. 1 ATTACHMENT A ADA NOTICE Procurement Division (State Department of General Services) AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities. For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement. IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT DOCUMENTS. The Procurement Division TTY telephone numbers are: Sacramento Office: (916) 376-1891 Fullerton Office: (714) 773-2093 The California Relay Service Telephone Numbers are: Voice 1-800-735-2922 or 1-888-877-5379 TTY: 1-800-735-2929 or 1-888-877-5378 Speech-to-Speech: 1-800-854-7784 Ordering Instructions and Special Provisions 11 Attachment A- Subordinate Agreement MA-060-16011934 Page 18 of 60 loomor 8 0 0 o tar � , fli o o a) so d P. o °' y m -0 z D 4 4 a u, n O CO ti m D O o S O 7 All n ..c Z C Z.4. Co I fA t° a 3 D O CD m ;, co a r 3 cc '101 n co zu g ' 3 O "' a O "tt 10 Z y c c j CO O c 2: s lot 0 N X 7 O� (p - a CD O ;UJ 0 7 y p a Im D - 0 O c c D { • A � w= a C � �< co E v C o Lin = D Al' :;. o p H '•2:1-':i,:, : 1,i,i,i,ii;..1,4,, CD D k -4'0 c A = O CO „ O. (n :0 CD 3 -., O .< D r+ a. 464,e ; C C) N ' c Jo gl 3 • -I t C) 0 o I'IY a s apt - CO m O O A : 1 — cD O w *It C a a. d9 O O 0 O 0 s E CO CO 0 CU 0 O71 11,_ ; cD O I D 0 <CU O a ' fl' _ T .t CD MIP 0 m D h ai}s e eo 0 XI a C, � m O D O D -a p n 6 O = d O - ,s 4 7 n ° Q D. — 0 Q -11 Co c N D O D O OC.O. s -ti U Q c 0 CO cp O 0. —1 y 4 D s CD , N eD SE O ar O ,... . C 3 O CD > z m xt.• ., ,.,. ❑ C z CD Tilq C -1 3 3 , CD I ❑ Attachment A- Subordinate Agreement MA-060-16011934 Page 19 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO.3-12-70-2909, SUPPLEMENT NO. 1 Instructions for completing the CMAS Quarterly Business Activity Report 1. Complete the top of the form with the appropriate information for your company. 2. Agency Name-Identify the State agency or Local Government agency that issued the order. 3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order. 4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order. 5. Agency Billing Code- Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form. You must identify this number on all purchases made by State of California agencies. Billing codes are not applicable to Local Government agencies. 6. Total Dollars Per PO- Identify the total dollars of the order excluding tax and freight. Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount(less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment. 7. Agency Contact-Identify the ordering agency's contact person on the purchase order. 8. Agency Address-Identify the ordering agency's address on the purchase order. 9. Phone Number-Identify the phone number for the ordering agency's contact person. 10. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars(pre-tax)for all orders placed in quarter. 11. 1% Remitted to DGS - Identify 1% of the total Local Government agency dollars reported for the quarter. This is the amount to be remitted to DGS by contractors who are not California certified small businesses. 12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter. Notes: • A report is required for each CMAS contract, each quarter, even when there are no new orders for the quarter. • Quarterly reports are due two weeks after the end of the quarter. Ordering Instructions and Special Provisions 13 Attachment A- Subordinate Agreement MA-060-16011934 Page 20 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 1. DEFINITIONS: Unless otherwise specified in the Statement j) "Contractor"means the Business Entity with whom the of Work the following terms shall be given the meaning State enters into this Contract Contractor shall be shown,unless context requires otherwise. synonymous with "supplier", "vendor or other similar a) "Acceptance Tests" means those tests performed term. during the Performance Period which are intended to k) "Data Processing Subsystem" means a complement determine compliance of Equipment and Software with of Contractor-furnished individual Machines, including the specifications and all other Attachments incorporated the necessary controlling elements (or the functional herein by reference and to determine the reliability of the equivalent), Operating Software and Software, if any, Equipment. which are acquired to operate as an integrated group, b) "Application Program" means a computer program and which are interconnected entirely by Contractor- which is intended to be executed for the purpose of supplied power and/or signal cables; e.g.,direct access performing useful work for the user of the information controller and drives, a cluster of terminals with their being processed. Application programs are developed controller,etc. or otherwise acquired by the user of the I) "Data Processing System (System)" means the total Hardware/Software system,but they may be supplied by complement of Contractor-furnished Machines,Including the Contractor. one or more central processors (or instruction c) "Attachment" means a mechanical, electrical, or processors), Operating Software which are acquired to electronic interconnection to the Contractor-supplied operate as an integrated group. Machine or System of Equipment, manufactured by m) "Deliverables" means Goods, Software, Information other than the original Equipment manufacturer,that is Technology,telecommunications technology, Hardware, not connected by the Contractor. and other items(e.g.reports)to be delivered pursuant to d) "Business entity" means any individual, business, this Contract,including any such items furnished incident partnership, joint venture, corporation. S-corporation, to the provision of services. limited liability company, sole proprietorship,joint stock n) "Designated CPU(s)" means for each product, if company, consortium, or other private legal entity applicable,the central processing unit of the computers recognized by statute. or the server unit, including any associated peripheral e) "Buyer" means the State's authorized contracting units. if no specific "Designated CPU(s)"are specified official. on the Contract,the term shall mean any and all CPUs f) "Commercial Hardware" means Hardware developed located at the site specified therein. or regularly used that: (i) has been sold, leased, or o) "Documentation" means manuals and other printed licensed to the general public; (ii) has been offered for materials necessary or useful to the State in its use or sale,lease,or license to the general public; (iii)has not maintenance of the Equipment or Software provided been offered, sold, leased, or licensed to the public but hereunder. Manuals and other printed materials will be available for commercial sale,lease,or license in customized for the State hereunder constitute Work time to satisfy the delivery requirements of this Contract; Product if such materials are required by the Statement or(iv)satisfies criterion expressed in(i),(ii),or(iii)above of Work. and would require only minor modifications to meet the p) "Equipment"is an all-inclusive term which refers either requirements of this Contract. to individual Machines or to a complete Data Processing g) "Commercial Software"means Software developed or System or subsystem, including its Hardware and regularly used that:(i)has been sold,leased,or licensed Operating Software(if any). to the general public; (ii) has been offered for sale, q) "Equipment Failure"is a malfunction In the Equipment, lease,or license to the general public;(iii)has not been excluding all external factors, which prevents the offered,sold,leased,or licensed to the public but will be accomplishment of the Equipment's intended function(s). available for commercial sale,lease,or license in time to If microcode or Operating Software residing in the satisfy the delivery requirements of this Contract; or(iv) Equipment is necessary for the proper operation of the satisfies a criterion expressed in(1),(ii),or(iii)above and Equipment, a failure of such microcode or Operating would require only minor modifications to meet the Software which prevents the accomplishment of the requirements of this Contract. Equipment's intended functions shall be deemed to be h) "Contract"means this Contract or agreement(including an Equipment Failure. any purchase order), by whatever name known or in r) "Facility Readiness Date"means the date specified in whatever format used. the Statement of Work by Which the State must have the i) "Custom Software"means Software that does not site prepared and available for Equipment delivery and meet the definition of Commercial Software. installation. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 1 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 21 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY s) "Goods"means all types of tangible personal property, Equipment is in actual operation by the State. For including but not limited to materials, supplies, and maintenance Operational Use Time purposes,that time Equipment(Including computer and telecommunications during which Equipment is in actual operation and is not Equipment). synonymous with power on time. t) "Hardware"usually refers to computer Equipment and is ee) "Period of Maintenance Coverage" means the period contrasted with Software. See also Equipment. of time, as selected by the State, during which u) "Installation Date" means the date specified in the maintenance services are provided by the Contractor for Statement of Work by which the Contractor must have a fixed monthly charge,as opposed to an hourly charge the ordered Equipment ready (certified) for use by the for services rendered. The Period of Maintenance State. Coverage consists of the Principal Period of v) "Information Technology" includes, but is not limited Maintenance and any additional hours of coverage per to, all electronic technology systems and services, day, and/or increased coverage for weekends and automated information handling, System design and holidays. analysis, conversion of data, computer programming, ff) "Preventive Maintenance" means that maintenance, information storage and retrieval, telecommunications performed on a scheduled basis by the Contractor, which include voice, video, and data communications, which is designed to keep the Equipment in proper requisite System controls, simulation, electronic operating condition. commerce, and all related interactions between people gg) "Principal Period of Maintenance" means any nine and Machines. consecutive hours per day(usually between the hours of w) "Machine" means an individual unit of a Data 7:00 a.m. and 6:00 p.m.) as selected by the State, Processing System or subsystem, separately identified including an official meal period not to exceed one hour, by a type and/or model number, comprised of but not Monday through Friday,excluding holidays observed at limited to mechanical,electro-mechanical,and electronic the installation. parts,microcode, and special features installed thereon hh) "Programming Aids" means Contractor-supplied and including any necessary Software, e.g., central programs and routines executable on the Contractor's processing unit,memory module,tape unit,card reader, Equipment which assists a programmer in the etc. development of applications including language x) "Machine Alteration" means any change to a processors, sorts, communications modules, data base Contractor-supplied Machine which is not made by the management systems, and utility routines, (tape-to-disk Contractor, and which results in the Machine deviating routines,disk-to-print routines,etc.). from its physical, mechanical, electrical, or electronic ii) "Program Product" means programs, routines, (including microcode)design, whether or not additional subroutines, and related items which are proprietary to devices or parts are employed in making such change. the Contractor and which are licensed to the State for its y) "Maintenance Diagnostic Routines" means the use, usuaNy on the basis of separately stated charges diagnostic programs customarily used by the Contractor and appropriate contractual provisions. to test Equipment for proper functioning and reliability. J) "Remedial Maintenance" means that maintenance z) "Manufacturing Materials" means parts, tools, dies, performed by the Contractor which results from Jigs,fixtures, plans,drawings, and information produced Equipment (including Operating Software) failure, and or acquired, or rights acquired, specifically to fulfill which is performed as required, i.e.,on an unscheduled obligations set forth herein. basis. aa) "Mean Time Between Failure (MTBF)" means the kk) "Software" means an all-inclusive term which refers to average expected or observed time between any computer programs, routines, or subroutines consecutive failures in a System or component. supplied by the Contractor, including Operating bb) "Mean Time to Repair (MTTR)" means the average Software,Programming Aids,Application Programs,and expected or observed time required to repair a System Program Products. or component and return it to normal operation. II) "Software Failure" means a malfunction in the cc) "Operating Software" means those routines, whether Contractor-supplied Software, other than Operating or not identified as Program Products,that reside in the Software, which prevents the accomplishment of work, Equipment and are required for the Equipment to even though the Equipment (including its Operating perform its intended function(s), and which interface the Software)may still be capable of operating properly. For operator, other Contractor-supplied programs, and user Operating Software failure, see definition of Equipment programs to the Equipment. Failure. dd) "Operational Use Time" means for performance mm)"State" means the government of the State of measurement purposes, that time during which California,its employees and authorized representatives, REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 2 OF 23 Attachment A-Subordinate Agreement MA-060-16011934 Page 22 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY including without limitation any department, agency, or c) The Contractor will have sole control of the defense of other unit of the government of the State of California. any action on such claim and all negotiations for its nn) "System" means the complete collection of Hardware, settlement or compromise; provided that (i) when Software and services as described in this Contract, substantial principles of government or public law are integrated and functioning together, and performing in involved,when litigation might create precedent affecting accordance with this Contract. future State operations or liability, or when involvement oo) "U.S.Intellectual Property Rights" means intellectual of the State is otherwise mandated by law, the State property rights enforceable in the United States of may participate In such action at Its own expense with America, including without limitation rights in trade respect to attorneys'fees and costs(but not liability);(ii) secrets,copyrights,and U.S.patents. where a settlement would Impose liability on the State, affect principles of California government or public law, 2. CONTRACT FORMATION: If this Contract results from a or impact the authority of the State, the Department of Letter of Offer,then Contractor's offer is deemed a firm offer General Services will have the right to approve or and this Contract document is the State's acceptance of that disapprove any settlement or compromise, which offer, approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the 3. COMPLETE INTEGRATION: This Contract, including any defense and in any related settlement negotiations. documents incorporated herein by express reference, Is d) If this Contract is in excess of$554,000, it is subject to intended to be a complete integration and there are no prior the requirements of the World Trade Organization or contemporaneous different or additional agreements (WTO)Government Procurement Agreement(GPA). pertaining to the subject matter of the Contract. e) To the extent that this Contract falls within the scope of Government Code Section 11135, Contractor hereby 4. SEVERABILITY: The Contractor and the State agree that if agrees to respond to and resolve any complaint brought any provision of this Contract is found to be illegal or to its attention, regarding accessibility of its products or unenforceable, such term or provision shall be deemed services. stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term 8. CONTRACTOR'S POWER AND AUTHORITY: The or provision shall promptly inform the other of the presumed Contractor warrants that it has full power and authority to non-applicability of such provision. grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability, and 5. INDEPENDENT CONTRACTOR: Contractor and the agents expense (including reasonable attorney fees) arising out of and employees of Contractor, in the performance of this any breach of this warranty. Further,Contractor avers that it Contract, shall act in an independent capacity and not as will not enter into any arrangement with any third party which officers or employees or agents of the State. might abridge any rights of the State under this Contract. a) The State will notify Contractor of any such claim in 6. APPLICABLE LAW: This Contract shall be governed by and writing and tender the defense thereof within a shall be interpreted in accordance with the laws of the State reasonable time;and of California;venue of any action brought with regard to this b) The Contractor will have sole control of the defense of Contract shall be in Sacramento County, Sacramento, any action on such claim and all negotiations for its California. The United Nations Convention on Contracts for settlement or compromise; provided that (i) when the International Sale of Goods shall not apply to this substantial principles of government or public law are Contract. involved,when litigation might create precedent affecting 7. COMPLIANCE WITH STATUTES AND REGULATIONS: future State operations or liability, or when involvement a) The State and the Contractor warrants and certifies that of the State is otherwise mandated by law, the State in the performance of this Contract,it will comply with all may participate in such action at its own expense with applicable statutes, rules, regulations and orders of the respect to attorneys'fees and costs(but not liability):(ii) United States and the State of California. The where a settlement would impose liability on the State, Contractor agrees to indemnify the State against any affect principles of California government or public law, loss, cost, damage or liability by reason of the or impact the authority of the State, the Department of Contractor s violation of this provision. General Services will have the right to approve or b) The State will notify Contractor of any such claim in disapprove any settlement or compromise, which writing and tender the defense thereof within a approval will not unreasonably be withheld or delayed; reasonable time;and and (iii) the State will reasonably cooperate In the defense and in any related settlement negotiations. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 3 OF 23 Attachment A-Subordinate Agreement MA-060-16011934 Page 23 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 9. CMAS--ASSIGNMENT: 12. PACKING AND SHIPMENT: a) This Contract shall not be assignable by the Contractor a) All Goods are to be packed in suitable containers for in whole or in part without the written consent of the protection in shipment and storage, and in accordance State. The State's consent shall not be unreasonably with applicable specifications. Each container of a withheld or delayed. For the purpose of this paragraph, multiple container shipment shall be identified to: State will not unreasonably prohibit Contractor from i) show the number of the container and the total freely assigning its right to payment, provided that number of containers in the shipment;and Contractor remains responsible for its obligations ii) the number of the container in which the packing hereunder. sheet has been enclosed. b) Should the State desire financing of the assets provided b) All shipments by Contractor or its subcontractors must hereunder through GS$Mart, the State's financial include packing sheets identifying: the State's Contract marketplace,the Contractor agrees to assign to a State- number;item number;quantity and unit of measure;part designated lender its right to receive payment from the number and description of the Goods shipped; and State for the assets in exchange for payment by the appropriate evidence of inspection, if required. Goods lender of the cash purchase price for the assets. Upon for different Contracts shall be listed on separate notice to do so from the State-designated lender at any packing sheets. time prior to payment by the State for the assets, the c) Shipments must be made as specified in this Contract, Contractor will execute and deliver to the State- as it may be amended, or otherwise directed in writing designated lender an assignment agreement and any by the State's Transportation Management Unit within additional documents necessary for the State selected the Department of General Services, Procurement financing plan. The State-designated lender will pay the Division. Contractor according to the terms of the Contractor's invoice upon acceptance of the assets by the State. 13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, 10. WAIVER OF RIGHTS: Any action or inaction by the State or parcel post, packing, cartage, insurance, license fees, the failure of the State on any occasion,to enforce any right permits,cost of bonds, or for any other purpose will be paid or provision of the Contract,shall not be construed to be a by the State unless expressly included and itemized in the waiver by the State of its rights hereunder and shall not Contract. prevent the State from enforcing such provision or right on a) The Contractor must strictly follow Contract any future occasion. The rights and remedies of the State requirements regarding Free on Board (F.O.B.), freight herein are cumulative and are in addition to any other rights terms and routing instructions. The State may permit or remedies that the State may have at law or in equity. use of an alternate carrier at no additional cost to the State with advance written authorization of the Buyer. 11. CMAS -- ORDER OF PRECEDENCE: In the event of any b) If"prepay and add" is selected, supporting freight bills inconsistency between the articles, attachments, are required when over $50, unless an exact freight specifications or provisions which constitute this Contract,the charge is approved by the Transportation Management following order of precedence shall apply: Unit within the Department of General Services a) These General Provisions—Information Technology(In Procurement Division and a waiver is granted. the instances provided herein where the paragraph c) On "F.O.B. Shipping Point" transactions, should any begins: "Unless otherwise specified in the Statement of shipments under the Contract be received by the State Work" provisions specified in the Statement of Work in a damaged condition and any related freight loss and replacing these paragraphs shall take precedence over damage claims filed against the carrier or curlers be the paragraph referenced in these General Provisions); wholly or partially declined by the carrier or carriers with b) Contract form, i.e., Purchase Order STD 65, Standard the inference that damage was the result of the act of the Agreement STD 213,etc.,and any amendments thereto; shipper such as inadequate packaging or loading or c) Other Special Provisions; some inherent defect in the Equipment and/or material, d) Federal GSA (or other multiple award) terms and Contractor,on request of the State,shall at Contractor's conditions; own expense assist the State in establishing carrier e) Statement of work, including any specifications liability by supplying evidence that the Equipment andlor incorporated by reference herein;and material was properly constructed, manufactured, f) All other attachments incorporated in the Contract by packaged, and secured to withstand normal reference transportation conditions. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 4 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 24 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 14. DELIVERY: The Contractor shall strictly adhere to the Deliverables do not substantially conform to their delivery and completion schedules specified in this Contract. specifications. If the State does not provide such notice Time, if stated as a number of days, shall mean calendar of rejection within fifteen (15) days of delivery for days unless otherwise specified. The quantities specified purchases of Commercial Hardware or Commercial herein are the only quantities required. If the Contractor Software or thirty (30) days of delivery for all other delivers in excess of the quantities specified herein,the State purchases, such Deliverables and services will be shall not be required to make any payment for the excess deemed to have been accepted. Acceptance by the Deliverables, and may return them to Contractor at State will be final and irreversible,except as it relates to Contractor's expense or utilize any other rights available to latent defects, fraud, and gross mistakes amounting to the State at law or In equity. fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by 15. SUBSTITUTIONS: Substitution of Deliverables may not be express reservation in this Contract with respect to any tendered without advance written consent of the Buyer. nonconformity. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the 17. SAMPLES: Buyer. a) Samples of items may be required by the State for Inspection and specification testing and must be 16. INSPECTION,ACCEPTANCE AND REJECTION: Unless furnished free of expense to the State. The samples otherwise specified in the Statement of Work: furnished must be identical in all respects to the products a) When acquiring Commercial Hardware or Commercial offered and/or specified in the Contract. Software, the State shall rely on Contractor's existing b) Samples, if not destroyed by tests, may, upon request quality assurance system as a substitute for State made at the time the sample is furnished,be returned at inspection and testing. For all other acquisitions, Contractor's expense. Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the 18. CMAS--WARRANTY: The following warranty language is in State covering Deliverables and services under this addition to the warranty language provided in the federal GSA Contract and will tender to the State only those Multiple Award Schedule or other base Contract used to Deliverables that have been Inspected and found to establish this CMAS Contract When there is a conflict conform to this Contract's requirements. The Contractor between the language, the following warranty language will keep records evidencing inspections and their result, overrides. and will make these records available to the State during a) Unless otherwise specified in the Statement of Work,the Contract performance and for three years after final warranties in this subsection a) begin upon delivery of payment. The Contractor shall permit the State to the goods or services in question and end one(1)year review procedures, practices, processes, and related thereafter. The Contractor warrants that(i)Deliverables documents to determine the acceptability of Contractor's and services furnished hereunder will substantially quality assurance System or other similar business conform to the requirements of this Contract (including practices related to performance of the Contract. without limitation all descriptions, specifications, and b) All Deliverables may be subject to inspection and test by drawings Identified in the Statement of Work),and(Ii)the the State or Its authorized representatives. Deliverables will be—free from material defects in c) The Contractor and its subcontractors shall provide all materials and workmanship. Where the parties have reasonable facilities for the safety and convenience of agreed to design specifications (such as a Detailed inspectors at no additional cost to the State. The Design Document) and incorporated the same or Contractor shall furnish to inspectors all information and equivalent in the Statement of Work directly or by data as may be reasonably required to perform their reference, the Contractor will warrant that its inspection. Deliverables provide all material functionality required d) Subject to subsection 16(a)above,all Deliverables may thereby. In addition to the other warranties set forth be subject to final inspection,test and acceptance by the herein, where the Contract calls for delivery of State at destination, notwithstanding any payment or Commercial Software,the Contractor warrants that such inspection at source. Software will perform in accordance with its license and e) The State shall give written notice of rejection of accompanying Documentation. The State's approval of Deliverables delivered or services performed hereunder designs or specifications furnished by Contractor shall within a reasonable time after receipt of such not relieve the Contractor of its obligations under this Deliverables or performance of such services. Such warranty. notice of rejection will state the respects In which the b) The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 5 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 25 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY harmful code(i.e. computer viruses,worms,trap doors, f) EXCEPT FOR THE EXPRESS WARRANTIES time bombs, disabling code, or any similar malicious SPECIFIED IN THIS SECTION, CONTRACTOR mechanism designed to interfere with the intended MAKES NO WARRANTIES EITHER EXPRESS OR operation of, or cause damage to, computers, data, or IMPLIED, INCLUDING WITHOUT LIMITATION ANY Software); and (ii) will not infringe or violate any U.S. IMPLIED WARRANTIES OF MERCHANTABILITY OR Intellectual Property Right. Without limiting the FITNESS FOR A PARTICULAR PURPOSE. generality of the foregoing, if the State believes that harmful code may be present in any Commercial 19. SAFETY AND ACCIDENT PREVENTION: In performing Software delivered hereunder, the Contractor will, upon work under this Contract on State premises, the Contractor the State's request, provide a new or clean install of the shall conform to any specific safety requirements contained in Software. the Contract or as required by law or regulation. The c) Unless otherwise specified in the Statement of Work: Contractor shall take any additional precautions as the State (i) The Contractor does not warrant that any Software may reasonably require for safety and accident prevention provided hereunder is error-free or that it will run purposes. Any violation of such rules and requirements, without immaterial interruption. unless promptly corrected,shall be grounds for termination of (ii) The Contractor does not warrant and will have no this Contract in accordance with the default provisions hereof. responsibility for a claim to the extent that it arises directly from(A) a modification made by the State, 20. INSURANCE: The Contractor shall maintain all commercial unless such modification is approved or directed by general liability insurance,workers' compensation insurance the Contractor, (B) use of Software in combination and any other insurance required under the Contract. The with or on products other than as specified by Contractor shall furnish insurance certificate(s) evidencing Contractor,or(C)misuse by the State. required insurance coverage acceptable to the State, (iii) Where the Contractor resells Commercial including endorsements showing the State as an "additional Hardware or Commercial Software it purchased insured" if required under Contract. Any required from a third party, Contractor, to the extent it is endorsements requested by the State must be separately legally able to do so,will pass through an such third provided; merely referring to such coverage on the party warranties to the State and will reasonably certificates(s) is insufficient for this purpose. When cooperate in enforcing them. Such warranty pass- performing work on state owned or controlled property, through will not relieve the Contractor from Contractor shall provide a waiver of subrogation in favor of Contractor's warranty obligations set forth above. the State for its workers'compensation policy. d) All warranties, including special warranties specified 21. TERMINATION FOR NON-APPROPRIATION OF FUNDS: elsewhere herein, shall inure to the State. its a) If the term of this Contract extends into fiscal years successors, assigns, customer agencies, and subsequent to that in which it is approved, such governmental users of the Deliverables or services. continuation of the Contract is contingent on the e) Except as may be specifically provided in the Statement appropriation of funds for such purpose by the of Work or elsewhere in this Contract,for any breach of Legislature. If funds to effect such continued payment the warranties provided in this Section,the State's are not appropriated,the Contractor agrees to take back exclusive remedy and Contractor's sole obligation will be any affected Deliverables furnished under this Contract, limited to: terminate any services supplied to the State under this i) re-performance, repair, or replacement of the Contract, and relieve the State of any further obligation nonconforming Deliverable (including without therefor. limitation an infringing Deliverable}or service;or by The State agrees that if it appears likely that subsection ii) should the State In its sole discretion consent, a)above will be invoked,the State and Contractor shall refund of all amounts paid by the State for the agree to take all reasonable steps to prioritize work and nonconforming Deliverable or service and payment Deliverables and minimize the incurrence of costs prior to the State of any additional amounts necessary to to the expiration of funding for this Contract. equal the State's Cost to Cover. "Cost to Cover c) THE STATE AGREES THAT IF PARAGRAPH a) means the cost, property mitigated, of procuring ABOVE IS INVOKED, COMMERCIAL HARDWARE Deliverables or services of equivalent capability, AND SOFTWARE THAT HAS NOT BEEN PAID FOR function,and performance. The payment obligation SHALL BE RETURNED TO THE CONTRACTOR IN in subsection e)(li)above will not exceed the limits SUBSTANTIALLY THE SAME CONDITION IN WHICH on Contractor's liability set forth in the Section DELIVERED TO THE STATE, SUBJECT TO NORMAL entitled"Limitation of Liability." WEAR AND TEAR. THE STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 6 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 26 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY TRANSPORTATION TO CONTRACTOR'S NEAREST A) The reasonable costs incurred in the FACIUTY AND FOR REIMBURSEMENT TO THE performance of the work terminated, CONTRACTOR FOR EXPENSES INCURRED FOR including initial costs and preparatory THEIR ASSISTANCE IN SUCH PACKING AND expenses allocable thereto, but excluding CRATING. any cost attributable to Deliverables or services paid or to be paid; 22. TERMINATION FOR THE CONVENIENCE OF THE STATE: B) The reasonable cost of settling and paying a) The State may terminate performance of work under this termination settlement proposals under Contract for its convenience in whole or, from time to terminated subcontracts that are properly time, in part, If the Department of General Services, chargeable to the terminated portion of the Deputy Director Procurement Division, or designee, Contract;and determines that a termination is in the State's interest. C) Reasonable storage, transportation, The Department of General Services, Deputy Director, demobilization, unamortized overhead and Procurement Division, or designee, shall terminate by capital costs, and other costs reasonably delivering to the Contractor a Notice of Termination incurred by the Contractor in winding down specifying the extent of termination and the effective and terminating its work. date thereof. f) The Contractor will use generally accepted accounting b) After receipt of a Notice of Termination, and except as principles, or accounting principles otherwise agreed to directed by the State, the Contractor shall immediately in writing by the parties,and sound business practices in proceed with the following obligations, as applicable, determining all costs claimed, agreed to, or determined regardless of any delay in determining or adjusting any under this clause. amounts due under this clause. The Contractor shall: (I) Stop work as specified in the Notice of Termination. 23. TERMINATION FOR DEFAULT: (ii) Place no further subcontracts for materials, a) The State may, subject to the clause titled "Force services, or facilities, except as necessary to Majeure"and to sub-section d) below, by written notice complete the continuing portion of the Contract. of default to the Contractor, terminate this Contract in (iii) Terminate all subcontracts to the extent they relate whole or in part if the Contractor fails to: to the work terminated. i) Deliver the Deliverables or perform the services (iv) Settle all outstanding liabilities and termination within the time specified in the Contract or any settlement proposals arising from the termination of amendment thereto; subcontracts; ii) Make progress, so that the lack of progress c) After termination, the Contractor shall submit a final endangers performance of this Contract;or termination settlement proposal to the State in the form iii) Perform any of the other provisions of this Contract. and with the information prescribed by the State. The b) The State's right to terminate this Contract under sub- Contractor shall submit the proposal promptly, but no section a) above, may be exercised only if the failure later than 90 days after the effective date of termination, constitutes a material breach of this Contract and if the unless a different time is provided in the Statement of Contractor does not cure such failure within the time Work or in the Notice of Termination. frame stated in the State's cure notice,which in no event d) The Contractor and the State may agree upon the whole will be less than fifteen(15)days,unless the Statement or any part of the amount to be paid as requested under of Work calls for a different period. subsection(c)above. c) If the State terminates this Contract in whole or in part e) Unless otherwise set forth In the Statement of Work, if pursuant to this Section,it may acquire,under terms and the Contractor and the State fail to agree on the amount in the manner the Buyer considers appropriate, to be paid because of the termination for convenience, Deliverables or services similar to those terminated,and the State will pay the Contractor the following amounts; the Contractor will be liable to the State for any excess provided that in no event will total payments exceed the costs for those Deliverables and services, including amount payable to the Contractor if the Contract had without limitation costs third party vendors charge for been fully performed: Manufacturing Materials (but subject to the clause (1) The Contract price for Deliverables or services entitled"Limitation of Liability"). However,the Contractor accepted or retained by the State and not shall continue the work not terminated. previously paid for, adjusted for any savings on d) If the Contract is terminated for default,the State may freight and other charges;and require the Contractor to transfer title,or In the case of (ii) The total of: licensed Software,license,and deliver to the State,as directed by the Buyer,any: REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 7 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 27 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY (I) completed Deliverables, 25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: (ii) partially completed Deliverables,and, a) In the event any Deliverables furnished or services (iii) subject to provisions of sub-section e) below, provided by the Contractor in the performance of the Manufacturing Materials related to the terminated Contract should fail to conform to the requirements portion of this Contract. Nothing in this sub-section herein,or to the sample submitted by the Contractor,the d) will be construed to grant the State rights to State may reject the same,and it shall become the duty Deliverables that it would not have received had of the Contractor to reclaim and remove the item this Contract been fully performed. Upon direction promptly or to correct the performance of services, of the Buyer,the Contractor shall also protect and without expense to the State, and immediately replace preserve properly in its possession in which the all such rejected items with others conforming to the State has an interest. Contract. e) The State shall pay Contract price for completed b) In addition to any other rights and remedies the State Deliverables delivered and accepted and items the State may have, the State may require the Contractor, at requires the Contractor to transfer under section (d) Contractor's expense,to ship Deliverables via air freight above. Unless the Statement of Work calls for different or expedited routing to avoid or minimize actual or procedures or requires no-charge delivery of materials, potential delay if the delay is the fault of the Contractor. the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and c) In the event of the termination of the Contract,either in other materials delivered and accepted by the State for whole or in part, by reason of default or breach by the the protection and preservation of the property;provided Contractor,any loss or damage sustained by the State in that where the Contractor has billed the State for any procuring any items which the Contractor agreed to such materials, no additional charge will apply. Failure supply shall be borne and paid for by the Contractor(but to agree will constitute a dispute under the Disputes subject to the clause entitled"Limitation of Liability"). clause. The State may withhold from these amounts any d) The State reserves the right to offset the reasonable cost sun j►determines to be necessary to protect the State of all damages caused to the State against any against loss because of outstanding liens or claims of outstanding invoices or amounts owed to Contractor or former lien holders. to make a claim against the Contractor therefore. f) If, after termination, it Is determined by a final decision that the Contractor was not In default, the rights and 26. LIMITATION OF LIABILITY: obligations of the parties shall be the same as if the a) Except as may be otherwise approved by the termination had been issued for the convenience of the Department of General Services Deputy Director, State. Procurement Division or their designee, Contractor's g) Both parties,State and Contractor,upon any termination liability for damages to the State for any cause for default,have a duty to mitigate the damages suffered whatsoever, and regardless of the form of action, whether in Contract or in tort, shall be limited to the by it. Purchase Price. For purposes of this sub-section a), h) The rights and remedies of the State in this clause are in "Purchase Price"will mean the aggregate Contract price; addition to any other rights and remedies provided by law or under this Contract,and are subject to the clause except that, with respect to a Contract under which titled"Limitation of Liability." multiple purchase orders will be issued (e.g., a Master Agreement or Multiple Award Schedule Contract), 24. FORCE MAJEURE: Except for defaults of subcontractors at "Purchase Price" will mean the total price of the any tier, the Contractor shall not be liable for any excess purchase order for the Deliverable(s) or service(s)that costs if the failure to perform the Contract arises from causes gave rise to the loss, such that Contractor will have a beyond the control and without the fault or negligence of the separate limitation of liability for each purchase order. Contractor. Examples of such causes include, but are not b) The foregoing limitation of liability shall not apply (i) to limited to: any liability under the General Provisions entitled a) Acts of God or of the public enemy,and "Compliance with Statutes and Regulations"; (ii) to liability under the General Provisions entitled "Patent, b) Acts of the federal or State government in either its Copyright,and Trade Secret Indemnity"or to any other sovereign or contractual capacity. liability (including without limitation indemnification If the failure to perform is caused by the default of a obligations) for infringement of third party Intellectual subcontractor at any tier, and if the cause of the default is property rights; (iii) to claims arising under provisions beyond the control of both the Contractor and subcontractor, herein calling for Indemnification for third party claims and without the fault or negligence of either, the Contractor against the State for death, bodily injury to persons or shall not be liable for any excess costs for failure to perform. damage to real or tangible personal property caused by REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 8 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 28 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY Contractor's negligence or willful misconduct; or (iv) to b) The Contractor will have sole control of the defense of costs or attorney's fees that the State becomes entitled any action on such claim and all negotiations for its to recover as a prevailing party In-any action. settlement or compromise; provided that (i) when c) The State's liability for damages for any cause substantial principles of government or public law are whatsoever, and regardless of the form of action, involved,when litigation might create precedent affecting whether In Contract or in tort, shall be limited to the future State operations or liability, or when involvement Purchase Price,as that term is defined in subsection a) of the State is otherwise mandated by law, the State above. Nothing herein shall be construed to waive or may participate in such action at its own expense with limit the State's sovereign immunity or any other respect to attorneys'fees and costs(but not liability);(ii) immunity from suit provided by law. where a settlement would impose liability on the State, d) In no event will either the Contractor or the State be affect principles of California government or public law, liable for consequential, incidental, indirect, special, or or impact the authority of the State, the Department of punitive damages,even if notification has been given as General Services will have the right to approve or to the possibility of such damages, except (i) to the disapprove any settlement or compromise, which extent that Contractor's liability for such damages is approval will not unreasonably be withheld or delayed; specifically set forth in the Statement of Work or (II) to and (Iii) the State will reasonably cooperate in the the extent that Contractor's liability for such damages defense and in any related settlement negotiations. arises out of sub-section b)(t),b)(ll),or b)(iv)above. 29. INVOICES: Unless otherwise specified, invoices shall be 27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS sent to the address set forth herein. Invoices shall be OR DAMAGE TO PROPERTY: submitted in triplicate and shall include the Contract number; a) The Contractor shall be liable for damages arising out of release order number(if applicable);item number;unit price, injury to the person and/or damage to the property of the extended item price and invoice total amount. State sales tax State, employees of the State, persons designated by and/or use tax shah be itemized separately and added to the State for training, or any other person(s)other than each invoice as applicable. agents or employees of the Contractor, designated by the State for any purpose,prior to,during,or subsequent 30. REQUIRED PAYMENT DATE: Payment will be made in to delivery, installation, acceptance, and use of the accordance with the provisions of the California Prompt Deliverables either at the Contractor's site or at the Payment Act,Government Code Section 927 et.seq. Unless State's place of business, provided that the injury or expressly exempted by statute, the Act requires State damage was caused by the fault or negligence of the agencies to pay properly submitted, undisputed invoices not Contractor. more than 45 days after (I) the date of acceptance of b) The Contractor shall not be liable for damages arising Deliverables or performance of services; or(ii) receipt of an out of or caused by an alteration or an Attachment not undisputed invoice,whichever is later. made or installed by the Contractor, or for damage to alterations or Attachments that may result from the 31. TAXES: Unless otherwise required by law, the State of normal operation and maintenance of the Deliverables California is exempt from Federal excise taxes. The State will provided by the Contractor during the Contract. only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to 28. INDEMNIFICATION: The Contractor agrees to indemnify, this Contract. defend and save harmless the State, its officers,agents and employees from any and all third party claims, costs 32. NEWLY MANUFACTURED GOODS: All Goods furnished (including without limitation reasonable attorneys'fees), and under this Contract shall be newly manufactured Goods or losses due to the injury or death of any individual,or the loss certified as new and warranted as new by the manufacturer; or damage to any real or tangible personal property,resulting used or reconditioned Goods are prohibited,unless otherwise from the willful misconduct or negligent acts or omissions of specified. the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying 33. CONTRACT MODIFICATION: No amendment or variation of work, services, materials, or supplies in connection with the the terms of this Contract shall be valid unless made in performance of this Contract. Such defense and payment will writing,signed by the parties and approved as required. No be conditional upon the following: oral understanding or agreement not incorporated in the a) The State will notify the Contractor of any such claim in Contract is binding on any of the parties. writing and tender the defense thereof within a reasonable time;and 34. CONFIDENTIALITY OF DATA: All financial, statistical, personal,technical and other data and information relating to REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 9 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 29 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY the State's operation which are designated confidential by the Contractors copyright notice on any such State and made available to the Contractor in order to carry Documentation reproduced, in accordance with out this Contract,or which become available to the Contractor copyright instructions to be provided by the Contractor. In carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the 37. RIGHTS IN WORK PRODUCT: observance of the same or more effective procedural a) All inventions, discoveries, intellectual property, requirements as are applicable to the State. The technical communications and records originated or identification of all such confidential data and information as prepared by the Contractor pursuant to this Contract well as the State's procedural requirements for protection of including papers, reports, charts, computer programs, such data and information from unauthorized use and and other Documentation or improvements thereto,and disclosure shall be provided by the State in writing to the including Contractor's administrative communications Contractor. If the methods and procedures employed by the and records relating to this Contract (collectively, the Contractor for the protection of the Contractor's data and 'Work Product"), shall be Contractor's exclusive information are deemed by the State to be adequate for the property. The provisions of this sub-section a)may be protection of the State's confidential Information, such revised in a Statement of Work. methods and procedures may be used, with the written b) Software and other materials developed or otherwise consent of the State,to carry out the intent of this paragraph. obtained by or for Contractor or its affiliates The Contractor shall not be required under the provisions of independently of this Contract or applicable purchase this paragraph to keep confidential any data or information order("Pre-Existing Materials")do not constitute Work which is or becomes publicly available,is already rightfully in Product. If the Contractor creates derivative works of the Contractor's possession without obligation of Pre-Existing Materials,the elements of such derivative confidentiality, is independently developed by the Contractor works created pursuant to this Contract constitute Work outside the scope of this Contract, or is rightfully obtained Product, but other elements do not. Nothing in this from third parties. Section 37 will be construed to interfere with Contractor's or its affiliates' ownership of Pre-Existing 35. NEWS RELEASES: Unless otherwise exempted, news Materials. releases, endorsements, advertising, and social media c) The State will have Government Purpose Rights to the content pertaining to this Contract shall not be made without Work Product as Deliverable or delivered to the State prior written approval of the Department of General Services. hereunder. "Government Purpose Rights" are the unlimited, irrevocable, worldwide, perpetual, royalty- 36. DOCUMENTATION free, non-exclusive rights and licenses to use, modify, a) The Contractor agrees to provide to the State, at no reproduce, perform, release, display, create derivative charge, all Documentation as described within the works from, and disclose the Work Product. Statement of Work,and updated versions thereof,which "Government Purpose Rights"also include the right to are necessary or useful to the State in its use of the release or disclose the Work Product outside the State Equipment or Software provided hereunder. The for any State government purpose and to authorize Contractor agrees to provide additional Documentation recipients to use, modify, reproduce, perform, release, at prices not In excess of charges made by the display, create derivative works from,and disclose the Contractor to its other customers for similar Work Product for any State government purpose. Such Documentation. recipients of the Work Product may include, without b) If the Contractor is unable to perform maintenance or the limitation, State Contractors, California local State desires to perform its own maintenance on governments, the U.S. federal government, and the Equipment purchased under this Contract then upon State and local governments of other states. written notice by the State the Contractor will provide at "Government Purpose Rights"do not include any rights Contractor's then current rates and fees adequate and to use, modify, reproduce, perform, release, display, reasonable assistance including relevant Documentation create derivative works from, or disclose the Work to allow the State to maintain the Equipment based on Product for any commercial purpose. Contractor's methodology. The Contractor agrees that d) The ideas,concepts, know-how, or techniques relating the State may reproduce such Documentation for its own to data processing,developed during the course of this use in maintaining the Equipment. If the Contractor is Contract by the Contractor or jointly by the Contractor unable to perform maintenance,the Contractor agrees to and the State may be used by either party without license any other Contractor that the State may have obligation of notice or accounting. hired to maintain the Equipment to use the above noted e) This Contract shall not preclude the Contractor from Documentation. The State agrees to include the developing materials outside this Contract that are REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 10 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 30 of 60 GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY competitive, irrespective of their similarity to materials 40.• RIGHT TO COPY OR MODIFY: which might be delivered to the State pursuant to this a) Any Software Product provided by the Contractor in Contract. machine-readable form may be copied, in whole or in part, in printed or machine-readable form for use by the 38. SOFTWARE LICENSE: Unless otherwise specified in the State with the designated CPU, to perform one-time Statement of Work,the Contractor hereby grants to the State benchmark tests, for archival or emergency restart and the State accepts from the Contractor, subject to the purposes, to replace a worn copy, to understand the terms and conditions of this Contract, a perpetual, contents of such machine-readable material,or to modify irrevocable, royalty-free, non-exclusive, license to use the the Software Product as provided below; provided, Software Products In this Contract(hereinafter referred to as however,that no more than the number of printed copies "Software Products'). and machine-readable copies as specified in the a) The State may use the Software Products in the conduct Statement of Work will be in existence under this of its own business,and any division thereof Contract at any time without prior consent of the b) The license granted above authorized the State to use Contractor. Such consent shall not be unreasonably the Software Products in machine-readable form on the withheld by the Contractor. The original,and any copies Computer System located at the site(s)specified in the of the Software Product, in whole or in part, which are Statement of Work. Said Computer System and its made hereunder shall be the property of the Contractor. associated units(collectively referred to as CPU)are as b) The State may modify any non-personal computer designated in the Statement of Work. If the designated Software Product,in machine-readable form,for its own CPU is inoperative due to malfunction,the license herein use and merge it into other program material. Any granted shall be temporarily extended to authorize the portion of the Software Product included in any merged State to use the Software Products, in machined- program material shall be used only on the designated readable form, on any other State CPU until the CPUs and shall be subject to the terms and conditions of designated CPU is returned to operation. the Contract. c) By prior written notice, the State may redesignate the CPU in which the Software Products are to be used 41. FUTURE RELEASES: Unless otherwise specifically provided that the redesignated CPU is substantially provided in the Contract, or the Statement of Work, if similar in size and scale at no additional cost. The improved versions, e.g., patches, bug fixes, updates or redesignation shall not be limited to the original site and releases, of any Software Product are developed by the will be effective upon the date specified in the notice of contractor, and are made available to other licensees, they redesignation. will be made available to the State at no additional cost only if d) Acceptance of Commercial Software (including third such are made available to other licensees at no additional party Software) and Custom Software will be governed cost. If the Contractor offers new versions or upgrades to the by the terms and conditions of this Contract. Software Product,they shall be made available to the State at the State's option at a price not greater than the Contract 39. PROTECTION OF PROPRIETARY SOFTWARE AND price plus a price increase proportionate to the increase from OTHER PROPRIETARY DATA: The State agrees that all the list price of the original version to that of the new version, material appropriately marked or identified in writing as if any. If the Software Product has no list price, such price proprietary, and furnished hereunder are provided for State's increase will be proportionate to the increase in average price exclusive use for the purposes of this Contract only. All such from the original to the new version, if any, as estimated by proprietary data shall remain the property of the Contractor. the Contractor in good faith. The State agrees to take all reasonable steps to insure that such proprietary data are not disclosed to others,without prior 42. ENCRYPTION/CPU ID AUTHORIZATION CODES: written consent of the Contractor, subject to the California a) When Encryption/CPU Identification (ID) authorization Public Records Act. The State will insure,prior to disposing codes are required to operate the Software Products,the of any media, that any licensed materials contained thereon Contractor will provide all codes to the State with have been erased or otherwise destroyed. The State agrees delivery of the Software. that it will take appropriate action by instruction,agreement or b) In case of an inoperative CPI,the Contractor will provide otherwise with its employees or other persons permitted a temporary encryption/CPU ID authorization code to the access to licensed software and other proprietary data to State for use on a temporarily authorized CPU until the satisfy its obligations under this Contract with respect to use, designated CPU is returned to operation. copying, modification, protection and security of proprietary c) When changes in designated CPUs occur,the State will software and other proprietary data. notify the Contractor via telephone and/or facsimile/e- mail of such change. Upon receipt of such notice,the Contractor will issue via telephone and/or facsimile/e- REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 11 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 31 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY mail to the State within 24 hours,a temporary encryption the Deliverables, or to replace or modify the same so ID authorization code for use on the newly designated that they become non-infringing. If none of these CPU until such time as permanent code is assigned. options can reasonably be taken, or if the use of such Deliverables by the State shall be prevented by 43. PATENT,COPYRIGHT AND TRADE SECRET INDEMNITY: injunction, the Contractor agrees to take back such a) Contractor will indemnify,defend,and save harmless the Deliverables and make every reasonable effort to assist State,its officers,agents,and employees,from any and the State in procuring substitute Deliverables. If, in the all third party claims, costs (including without limitation sole opinion of the State, the return of such infringing reasonable attorneys'fees),and losses for infringement Deliverables makes the retention of other Deliverables or violation of any U.S.Intellectual Property Right by any acquired from the Contractor under this Contract product or service provided hereunder. With respect to impractical, the State shall then have the option of claims arising from computer Hardware or Software terminating such Contracts, or applicable portions manufactured by a third party and sold by Contractor as thereof, without penalty or termination charge. The a reseller,Contractor will pass through to the State such Contractor agrees to take back such Deliverables and indemnity rights as it receives from such third party refund any sums the State has paid Contractor less any ("Third Party Obligation")and will cooperate in enforcing reasonable amount for use or damage. them;provided that if the third party manufacturer fails to c) The Contractor shall have no liability to the State under honor the Third Party Obligation,Contractor wilt provide any provision of this clause with respect to any claim of the State with indemnity protection equal to that called patent, copyright or trade secret infringement which is for by the Third Party Obligation,but in no event greater based upon: than that called for in the first sentence of this Section. (i) The combination or utilization of Deliverables The provisions of the preceding sentence apply only to furnished hereunder with Equipment, Software or third party computer Hardware or Software sold as a devices not made or furnished by the Contractor; distinct unit and accepted by the State. or, Unless a Third Party Obligation provides otherwise,the (ii) The operation of Equipment furnished by the defense and payment obligations set forth in this Section Contractor under the control of any Operating will be conditional upon the following: Software other than, or in addition to, the current i) The State will notify the Contractor of any such claim version of Contractor-supplied Operating Software; In wilting and tender the defense thereof within a or reasonable time;and (iii) The modification initiated by the State, or a third ii) The Contractor will have sole control of the defense party at the State's direction, of any Deliverable of any action on such claim and all negotiations for furnished hereunder;or its settlement or compromise;provided that(a)when (iv) The combination or utilization of Software furnished substantial principles of government or public law are hereunder with non-Contractor supplied Software. Involved, when litigation might create precedent d) The Contractor certifies that it has appropriate systems affecting future State operations or liability,or when and controls in place to ensure that State funds will not involvement of the State is otherwise mandated by be used in the performance of this Contract for the law, the State may participate in such action at its acquisition, operation or maintenance of computer own expense with respect to attorneys' fees and Software in violation of copyright laws. costs(but not liability);(b)where a settlement would Impose liability on the State, affect principles of 44. DISPUTES: California government or public law, or impact the a) The parties shall deal in good faith and attempt to authority of the State, the Department of General resolve potential disputes informally. If the dispute Services will have the right to approve or disapprove persists, the Contractor shall submit to the Department any settlement or compromise, which approval will Director or designee a written demand for a final not unreasonably be withheld or delayed;and(c)the decision regarding the disposition of any dispute State will reasonably cooperate in the defense and in between the parties arising under,related to or involving any related settlement negotiations. this Contract. Contractor's written demand shall be fully b) Should the Deliverables, or the operation thereof, supported by factual information, and if such demand become, or in the Contractor's opinion are likely to involves a cost adjustment to the Contract, Contractor become, the subject of a claim of Infringement or shall include with the demand a written statement signed violation of a U.S. Intellectual Property Right,the State by an authorized person indicating that the demand is shall permit the Contractor at its option and expense made in good faith,that the supporting data are accurate either to procure for the State the right to continue using and complete and that the amount requested accurately REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 12 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 32 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY reflects the Contract adjustment for which Contractor The final decision shall be conclusive and binding believes the State is liable.The contracting Department regarding the dispute unless the Contractor commences Director or designee shall have 30 days after receipt of an action in a court of competent jurisdiction to contest Contractor's written demand invoking this Section such decision within 90 days following the date of the "Disputes" to render a written decision. If a written final decision or one(1)year following the accrual of the decision is not rendered within 30 days after receipt of cause of action, whichever is later. The dates of contractors demand, it shall be deemed a decision decision and appeal in this section may be modified by adverse to the Contractor's contention. If the Contractor mutual consent, as applicable, excepting the time to is not satisfied with the decision of the Department commence an action in a court of competent jurisdiction. Director or designee, the Contractor may appeal the decision,in writing,within 15 days of Its issuance(or the 46. STOP WORK: expiration of the 30 day period in the event no decision a) The State may, at any time,by written Stop Work Order is rendered by the contracting department), to the to the Contractor, require the Contractor to stop all, or Department of General Services, Deputy Director, any part, of the work called for by this Contract for a Procurement Division,who shall have 45 days to render period up to 45 days after the Stop Work Order is a final decision. If the Contractor does not appeal the delivered to the Contractor,and for any further period to decision of the contracting Department Director or which the parties may agree. The Stop Work Order shall designee, the decision shall be conclusive and binding be specifically identified as such and shall indicate it is regarding the dispute and the Contractor shall be barred issued under this clause. Upon receipt of the Stop Work from commencing an action in court,or with the Victims Order, the Contractor shall immediately comply with its Compensation Government Claims Board, for failure to terms and take all reasonable steps to minimize the exhaust Contractors administrative remedies. incurrence of costs allocable to the work covered by the b) Pending the final resolution of any dispute arising under, Stop Work Order during the period of work stoppage. related to or involving this Contract,Contractor agrees to Within a period of 45 days after a Stop Work Order Is diligently proceed with the performance of this Contract, delivered to the Contractor, or within any extension of including the delivery of Goods or providing of services that period to which the parties shall have agreed, the in accordance with the State's instructions regarding this State shall either: Contract. Contractor's failure to diligently proceed in (i) Cancel the Stop Work Order;or accordance with the State's instructions regarding this (ii) Terminate the work covered by the Stop Work Contract shall be considered a material breach of this Order as provided for in the termination for default Contract. or the termination for convenience clause of this c) Any final decision of the State shall be expressly Contract. identified as such,shall be in writing,and shall be signed b) If a Stop Work Order issued under this clause is by the Deputy Director, Procurement Division If an canceled or the period of the Stop Work Order or any appeal was made. If the Deputy Director,Procurement extension thereof expires, the Contractor shall resume Division fails to render a final decision within 45 days work. The State shall make an equitable adjustment in after receipt of Contractor's demand,it shall be deemed the delivery schedule, the Contract price, or both, and a final decision adverse to Contractor's contentions. The the Contract shall be modified,in writing,accordingly,if: State's final decision shall be conclusive and binding (I) The Stop Work Order results in an Increase In the regarding the dispute unless Contractor commences an time required for, or in the Contractor's cost action in a court of competent jurisdiction to contest such properly allocable to the performance of any part of decision within 90 days following the date of the final this Contract;and decision or one (1) year following the accrual of the (1i) The Contractor asserts its right to an equitable cause of action,whichever is later, adjustment within 60 days after the end of the d) For disputes Involving purchases made by the period of work stoppage;provided,that if the State Department of General Services, Procurement Division, decides the facts justify the action, the State may the Contractor shall submit to the Department Director or receive and act upon a proposal submitted at any designee a written demand for a final decision, which time before final payment under this Contract. shall be fully supported in the manner described in the c) If a Stop Work Order is not canceled and the work subsection a above. The Department Director or covered by the Stop Work Order is terminated in designee shall have 30 days to render a final decision. If accordance with the provision entitled Termination for a final decision is not rendered within 30 days after the Convenience of the State, the State shall allow receipt of the Contractor's demand,it shall be deemed a reasonable costs resulting from the Stop Work Order in final decision adverse to the Contractor's contention. arriving at the termination settlement. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 13 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 33 of 60 GSPD-401IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY d) The State shall not be liable to the Contractor for loss of Contractor. Control exists when an entity owns or profits because of a Stop Work Order issued under this directs more than fifty percent (50%) of the clause. outstanding shares or securities representing the 46. EXAMINATION AND AUDIT: Contractor agrees that the right to vote for the election of directors or other managing authority. State,or Its designated representative shall have the right to c) To the extent permissible by law, the Director of the review and copy any records and supporting documentation Department of General Services, or designee, may pertaining to performance of this Contract. The Contractor waive the restrictions set forth in this Section by written agrees to maintain such records for possible audit fora notice to the Contractor if the Director determines their minimum of three (3) years after final payment, unless a application would not be in the State's best interest. longer period of records retention is stipulated. The Except as prohibited by law, the restrictions of this Contractor agrees to allow the auditor(s) access to such Section will not apply: records during normal business hours and in such a manner (i) to follow-on advice given by vendors of commercial so as to not interfere unreasonably with normal business activities and to allow interviews of any employees or others off-the-shelf products, including Software and who might reasonably have information related to such maintenance a the such product integration,fte ale; repair, or records. Further,Contractor agrees to include a similar right maintenance State sech products after sale;or of the State to audit records and interview staff in any (ii) where the State has or services into the master subcontract related to performance of this Contract. The agreement for Software or services and the scope of work at the time of Contract execution shall provide reasonable advance written notice of such execution expressly audit(s)to the Contractor. calls for future recommendations among the Contractor's own products. 47. FOLLOW-ON CONTRACTS: d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public a) If the Contractor or its affiliates provides Technical Contractors by California law ("Conflict Laws"). In the Consulting and Direction (as defined below), the event of any inconsistency,such Conflict Laws override Contractor and its affiliates: the provisions of this Section. even if enacted after (i) will not be awarded a subsequent Contract to supply the service or system, or any significant execution of this Contract. component thereof,that is used for or in connection 48. PRIORITY HIRING CONSIDERATIONS: If this Contract with any subject of such Technical Consulting and includes services in excess of$200,000,the Contractor shall Direction;and give priority consideration in filling vacancies in positions (ii) will not act as consultant to any person or entity funded by the Contract to qualified recipients of aid under that does receive a Contract described in sub- Welfare and Institutions Code Section 11200 in accordance section(i). This prohibition will continue for one(1) with PCC Section 10353. year after termination of this Contract or completion of the Technical Consulting and Direction, 49. COVENANT AGAINST GRATUITIES: The Contractor whichever comes later. warrants that no gratuities(in the form of entertainment,gifts, b) 'Technical Consulting and Direction"means services for or otherwise)were offered or given by the Contractor,or any which the Contractor received compensation from the agent or representative of the Contractor, to any officer or State and includes: employee of the State with a view toward securing the (I) development of or assistance in the development of Contract or securing favorable treatment with respect to any work statements, specifications, solicitations, or determinations concerning the performance of the Contract. feasibility studies; For breach or violation of this warranty,the State shall have (ii) development or design of test requirements; the right to terminate the Contract,either in whole or in part. (iii) evaluation of test data; and any loss or damage sustained by the State in procuring (iv) direction of or evaluation of another Contractor; on the open market any items which Contractor agreed to (v) provision of formal recommendations regarding the supply shall be borne and paid for by the Contractor. The acquisition of Information Technology products or rights and remedies of the State provided in this clause shall services;or not be exclusive and are in addition to any other rights and (vi) provisions of formal recommendations regarding remedies provided by law or in equity. any of the above. For purposes of this Section, "affiliates"are employees, directors, partners,Joint 50. NONDISCRIMINATION CLAUSE: venture participants, parent corporations, a) During the performance of this Contract, the Contractor subsidiaries, or any other entity controlled by, and its subcontractors shall not unlawfully discriminate, controlling, or under common control with the REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 14 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 34 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY harass or allow harassment, against any employee or assigned under this chapter, the assignor shall be applicant for employment because of sex, sexual entitled to receive reimbursement for actual legal costs orientation, race, color, ancestry, religious creed, incurred and may,upon demand,recover from the State national origin, disability (including HIV and AIDS), any portion of the recovery, including treble damages, medical condition (cancer), age, marital status, and attributable to overcharges that were paid by the denial of family care leave. The Contractor and assignor but were not paid by the State as part of the subcontractors shall insure that the evaluation and offer price, less the expenses incurred in obtaining that treatment of their employees and applicants for portion of the recovery. employment are free from such discrimination and c) Upon demand in writing by the assignor, the assignee harassment. The Contractor and subcontractors shall shall, within one year from such demand, reassign the comply with the provisions of the Fair Employment and cause of action assigned under this part if the assignor Housing Act(Government Code,Section 12990 et seq.) has been or may have been injured by the violation of and the applicable regulations promulgated thereunder law for which the cause of action arose and (California Code of Regulations,Title 2, Section 7285.0 (I) the assignee has not been injured thereby,or et seq.). The applicable regulations of the Fair (Ii) the assignee declines to file a court action for the Employment and Housing Commission implementing cause of action. Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code 53. DRUG-FREE WORKPLACE CERTIFICATION: The of Regulations are incorporated into this Contract by Contractor certifies under penalty of perjury under the laws of reference and made a part hereof as if set forth in full. the State of California that the Contractor will comply with the The Contractor and Its subcontractors shall give written requirements of the Drug-Free Workplace Act of 1990 notice of their obligations under this clause to labor (Government Code Section 8350 et seq.) and will provide a organizations with which they have a collective drug-free workplace by taking the following actions: bargaining or other agreement. a) Publish a statement notifying employees that unlawful b) The Contractor shall include the nondiscrimination and manufacture, distribution, dispensation, possession, or compliance provisions of this clause in all subcontracts use of a controlled substance is prohibited and to perform work under the Contract. specifying actions to be taken against employees for violations, as required by Government Code Section 61. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: 8355(a). The Contractor swears under penalty of perjury that no more b) Establish a Drug-Free Awareness Program as required than one final, unappealable finding of contempt of court by a by Government Code Section 8355(b) to inform federal court has been issued against the Contractor within employees about all of the following: the Immediately preceding two-year period because of the (i) the dangers of drug abuse in the workplace; Contractor's failure to comply with an order of the National (ii) the person's or organization's policy of maintaining Labor Relations Board. This provision is required by, and a drug-free workplace; shall be construed in accordance with,PCC Section 10296. (iii) any available counseling, rehabilitation and employee assistance programs;and, 52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to (Iv) penalties that may be imposed upon employees for Government Code Sections 4552, 4553, and 4554, the drug abuse violations. following provisions are incorporated herein: c) Provide, as required by Government Code Section a) In submitting an offer to the State,the.supplier offers and 8355(c), that every employee who works on the agrees that if the offer is accepted, it will assign to the proposed or resulting Contract: State all rights,title, and interest in and to all causes of (I) will receive a copy of the company's drug-free action it may have under Section 4 of the Clayton Act policy statement;and, (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, (ii) will agree to abide by the terms of the company's commencing with Section 16700,of Part 2 of Division 7 statement as a condition of employment on the of the Business and Professions Code), arising from Contract purchases of Goods,material or other items,or services by the supplier for sale to the State pursuant to the 54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants solicitation. Such assignment shall be made and that it will provide only Four-Digit Date Compliant(as defined become effective at the time the State tenders final below)Deliverables and/or services to the State. "Four Digit payment to the supplier. Date Compliant' Deliverables and services can accurately b) If the State receives, either through judgment or process, calculate, compare, and sequence date data, settlement, a monetary recovery for a cause of action including without limitation date data arising out of or relating REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 15 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 35 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY to leap years and changes in centuries. This warranty and a) The Contractor recognizes the importance of child and representation is subject to the warranty terms and family support obligations and shall fully comply with all conditions of this Contract and does not limit the generality applicable State and federal laws relating to child and of warranty obligations set forth elsewhere herein. family support enforcement,including,but not limited to, disclosure of information and compliance with earnings 55. SWEATFREE CODE OF CONDUCT: assignment orders, as provided in Chapter 8 a) Contractor declares under penalty of perjury that no (commencing with Section 5200)of Part 5 of Division 9 equipment,materials, or supplies furnished to the State of the Family Code:and pursuant to the Contract have been produced in whole b) The Contractor, to the best of its knowledge is fully or in part by sweatshop labor,forced labor,convict labor, complying with the earnings assignment orders of all indentured labor under penal sanction,abusive forms of employees and is providing the names of all new child labor or exploitation of children in sweatshop labor, employees to the New Hire Registry maintained by the or with the benefit of sweatshop labor, forced labor, California Employment Development Department. convict labor, Indentured labor under penal sanction, abusive forms of child labor or exploitation of children in 58. AMERICAN WITH DISABILITIES ACT: The Contractor sweatshop labor. Contractor further declares under assures the State that the Contractor complies with the penalty of perjury that they adhere to the Sweatfree Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et Code of Conduct as set forth on the California seq.). Department of Industrial Relations website located at www.dir.ca.aov.and Public Contract Code Section 6108. 59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The b) Contractor agrees to cooperate fully in providing Contractor certifies that it complies with the applicable reasonable access to its records,documents, agents or employees, or premises if reasonably required by requirements of the Electronic Waste Recycling Act of 2003, Chapter 8.5, Part 3 of Division 30, commencing with Section authorized officials of the State, the Department of 42460 of the Public Resources Code. The Contractor shall Industrial Relations, or the Department of Justice to maintain documentation and provide reasonable access to its determine Contractor's compliance with the records and documents that evidence compliance. requirements under paragraph(a). 60. USE TAX COLLECTION: In accordance with PCC Section 56. RECYCLED CONTENT REQUIREMENTS: The Contractor 10295.1, the Contractor certifies that It complies with the shall certify in writing under penalty of perjury,the minimum,if requirements of Section 7101 of the Revenue and Taxation not exact,percentage of postconsumer material as defined in Code. Contractor further certifies that it will immediately the Public Contract Code (PCC) Section 12200-12209, in advise the State of any change in its retailers seller's permit products,materials,goods,or supplies offered or sold to the or certification of registration or applicable affiliate's seller's State that fall under any of the statutory categories regardless permit or certificate of registration as described in subdivision of whether the product meets the requirements of Section (a)of PCC Section 10295.1. 12209. The certification shall be provided by the contractor, even if the product or good contains no postconsumer 61. EXPATRIATE CORPORATIONS: Contractor hereby recycled material, and even if the postconsumer content is declares that it is not an expatriate corporation or subsidiary unknown. With respect to printer or duplication cartridges of an expatriate corporation within the meaning of PCC that comply with the requirements of Section 12156(e), the Sections 10286 and 10286.1, and is eligible to Contract with certification required by this subdivision shall specify that the the State. cartridges so comply (PCC 12205 (b)(2)). A state agency contracting officer may waive the certification requirements if 62. DOMESTIC PARTNERS: For Contracts over $100,000 the percentage of postconsumer material in the products, executed or amended after January 1, 2007, the Contractor materials, goods, or supplies can be verified in a written certifies that the Contractor is in compliance with Public advertisement, including,but not limited to,a product label,a Contract Code Section 10295.3. catalog, or a manufacturer or vendor Internet web site. Contractors are to use, to the maximum extent economically 63. SMALL BUSINESS PARTICIPATION AND DVBE feasible in the performance of the contract work, recycled PARTICIPATION REPORTING REQUIREMENTS: content products(PCC 12203(d)). a) If for this Contract the Contractor made a commitment to achieve small business participation, then Contractor 57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in must within 60 days of receiving final payment under this excess of $100,000, the Contractor acknowledges in Contract (or within such other time period as may be accordance with PCC Section 7110,that: specified elsewhere in this Contract) report to the REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 16 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 36 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY awarding department the actual percentage of small of the California Labor Code,applicable to the classes of business participation that was achieved. (Govt.Code§ labor to be used for public works such as at the delivery 14841.) site for the assembly and installation of the equipment or b) If for this Contract Contractor made a commitment to materials under the purchase order. Pursuant to Section achieve disabled veteran business enterprise (DVBE) 1770 of the California Labor Code, the Department of participation, then Contractor must within 60 days of Industrial Relations has ascertained the general receiving final payment under this Contract (or within prevailing rate of wages in the county in which the work such other time period as may be specified elsewhere in is to be done, to be as listed in the booklet entitled this Contract) certify in a report to the awarding General Prevailing Wage Rates. The booklet is department: (1) the total amount the prime Contractor compiled monthly and copies of the same are available received under the Contract;(2)the name and address from the Department of Industrial Relations, Prevailing of the DVBE(s) that participated in the performance of Wage Unit at www.dir.ca.cov (select Statistics & the Contract; (3)the amount each DVBE received from Research)or(415)703-4774. The booklet is required to the prime Contractor; (4) that all payments under the be posted at the job site. Contract have been made to the DVBE; and (5) the c) The Contractor hereby certifies by signing this Contract actual percentage of DVBE participation that was that: achieved. A person or entity that knowingly provides i) Contractor has met or will comply with the false information shall be subject to a civil penalty for standards of affirmative compliance with the Non- each violation. (Mil. & Vets. Code § 999.5(d); Discrimination Clause Requirements included Govt.Code§14841.) herein; ii) Contractor is aware of the provisions of Section 64. LOSS LEADER: It is unlawful for any person engaged in 3700 of the Labor Code that require every business within this state to sell or use any article or product employer to be insured against liability for as a loss leader"as defined in Section 17030 of the Business workmen's compensation or to undertake self- and Professions Code. (PCC 12104.5(b).). insurance in accordance with the provisions of that Code, and Contractor will comply with such ADDITIONAL CMAS TERMS AND CONDITIONS provisions before commencing the performance of the work of the purchase order. 65. CMAS—CONTRACTOR'S LICENSE REQUIREMENTS: d) Laws to be Observed Contracts that include installation or the wording"Furnish and i) Labor Install"require at the time of Contract award that Contractors Pursuant to Section 1775 of the California Labor possess a valid California State Contractor's License. If sub- Code the Contractor shall, as a penalty to the State Contractors are used, they must also possess a valid or Political subdivision on whose behalf the purchase California State Contractor's License. All businesses which order is made or awarded,forfeit not more than fifty construct or alter any building,highway,road,parking facility, ($50.00)for each calendar day, or portions thereof, railroad, excavation, or other structure in California must be for each worker paid by him or subcontractor under licensed by the California State License Board(CSLB) if the him,less than the prevailing wage so stipulated;and total cost (labor and materials) of the project is $500.00 or in addition, the Contractor further agrees to pay to more. Failure to be licensed or to keep the license current each workman the difference between the actual and in good standing shall be grounds for Contract amount paid for each calendar day, or portions revocation. thereof, and the stipulated prevailing wage rate for the same. This provision shall not apply to properly 86. CMAS—PUBLIC WORKS REQUIREMENTS indentured apprentices. (LABORIINSTALLATION): Pursuant to Sections 1810-1815 of the California a) Prior to the commencement of performance, the Labor Code, inclusive, it is further agreed that the Contractor must obtain and provide to the State, a maximum hours a worker is to be employed is limited payment bond, on Standard Form 807, when the to eight hours a day and forty hours a week and the Contract involves a public works expenditure Contractor shall forfeit, as a penalty to the State, (labor/installation costs)in excess of$5,000. Such bond twenty-five ($25) for each worker employed in the shall be in a sum not less than one hundred percent execution of the purchase order for each calendar (100%)of the Contract price. day during which a workman is required or permitted b) In accordance with the provisions of Section 1773 of the to labor more than eight hours in any calendar day or California Labor Code,the Contractor shall,conform and more than forty hours in any calendar week, in stipulates to the general prevailing rate of wages, including employer benefits as defined in Section 1773.1 REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 17 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 37 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY violation of California Labor Code Sections 1810• 69. CMAS -- Debarment Certification (Federally Funded 1815,inclusive. Contracts): When Federal funds are being expended, the Ii) Worker's Compensation Insurance prospective recipient of Federal assistance funds is required The Contractor will be required to secure the to certify to the Buyer, that neither it nor its principals are payment of compensation to its employees in presently debarred, suspended, proposed for debarment, accordance with the provisions of Labor Code declared Ineligible, or voluntarily excluded from participation Section 3700. in this transaction by any Federal department or agency. ill) Travel and Subsistence Payments Travel and subsistence payments shall be paid to 70. CMAS -- PURCHASE ORDERS FUNDED IN WHOLE OR each worker needed to execute the work, as such PART BY THE FEDERAL GOVERNMENT: All Contracts travel and subsistence payments are defined in the (including individual orders), except for State construction applicable collective bargaining agreements filed in projects,which are funded in whole or in part by the federal accordance with Labor Code Section 1773.8. government may be canceled with 30 day notice, and are iv) Apprentices subject to the following: Special attention is directed to Sections 1777.5, a) It is mutually understood between the parties that this 1777.6,and 1777.7 of the California Labor Code and Contract (order) may have been written before Title 8,California Administrative Code Section 200 et ascertaining the availability of congressional seq. Each Contractor and/or subcontractor must, appropriation of funds, for the mutual benefit of both prior to commencement of the public works parties, in order to avoid program and fiscal delays Contract/purchase order, contact the division of which would occur if the Contract (order) were Apprenticeship Standards, 525 Golden Gate executed after that determination was made. Avenue, San Francisco, CA, or one of its branch b) This Contract (order) is valid and enforceable only if offices to insure compliance and complete sufficient funds are made available to the State by the understanding of the law regarding apprentices and United States Government for the fiscal year during specifically the required ratio thereunder. which the order was generated for the purposes of this Responsibility for compliance with this section lies program. In addition,this Contract(order)is subject to with the prime Contractor. any additional restrictions, limitations, or conditions v) Payroll enacted by the Congress or any statute enacted by the The Contractor shall keep an accurate payroll record Congress that may affect the provisions, terms or showing the name,social security account,and work funding of this Contract(order)in any manner. classification specific and straight time and overtime c} It is mutually agreed that if the Congress does not hours worked by each employee. A certified copy of appropriate sufficient funds for the program, this the employee's payroll record shall be available for Contract (order) shall be amended to reflect any inspection as specified in Section 1776 of the reduction in funds. The department has the option to California Labor Code. void the Contract (order) under the 30-day cancellation clause or to amend the Contract to reflect any reduction of funds. 67. CMAS—TERMINATION OF CMAS CONTRACT: a) The State may terminate this CMAS Contract at any time 71. CMAS—CONFLICT OF INTEREST: upon 30 days prior written notice. a) Current State Employees(Public Contract Code Section b) If the Contractor's GSA Multiple Award Schedule is 10410): terminated within the term of the CMAS Contract, the I) No officer or employee shall engage in any CMAS Contract shall also be considered terminated on employment, activity or enterprise from which the the same date. officer or employee receives compensation or has a c) Prior to the expiration of this CMAS Contract, this financial interest and which is sponsored or funded Contract may be terminated for the convenience of both by any State agency,unless the employment,activity parties by mutual consent or enterprise Is required as a condition of regular d) This provision shall not relieve the Contractor of the State employment. obligation to perform under any purchase order or other il) No officer or employee shall Contract on his or her similar ordering document executed prior to the own behalf as an independent Contractor with any termination becoming effective. State agency to provide Goods or services. b) Former State Employees(Public Contract Code Section 68. CMAS—CONTRACT AMOUNT: There is no guarantee of 10411): minimum purchase of Contractor's products or services by the I) For the two-year period from the date he or she left State. State employment, no former State officer or REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 18 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 38 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY employee may enter into a Contract in which he or Contract for IT Goods or services to be manufactured or she engaged in any of the negotiations,transactions, performed by a Contractor especially for the State and not planning, arrangements or any part of the decision- suitable for sale to others in the ordinary course of the making process relevant to the Contract while Contractor's business, employed in any capacity by any State agency. ii) For the twelve-month period from the date he or she Interim Risk Assessment guidelines and financial protection left State employment, no former State officer or measures are detailed in PCC 12112 for agencies to use to employee may enter into a Contract with any State determine their applicability to agency projects. agency if he or she was employed by that State agency In a policy-making position in the same 76. CMAS—QUARTERLY REPORTS: Contractors are required general subject area as the proposed Contract within to submit quarterly business activity reports, as specified in the twelve-month period prior to his or her leaving this Contract, even when there is no activity. A separate State service. report is required for each Contract,as differentiated by alpha suffix. 72. CMAS--SUBCONTRACTING REQUIREMENTS: Any subcontractor that the CMAS supplier chooses to use in 77. CMAS—CONTRACTOR EVALUATION: In accordance with fulfilling the requirements of this Contract(order), and which PCC 10367 and 10369, performance of the Contractor under is expected to receive more than ten(10)percent of value of orders issued against this Contract will be evaluated. The the Contract/purchase order,must also meet all Contractual, ordering agency shall complete a written evaluation,and if the administrative, and technical requirements of the Contract Contractor did not satisfactorily perform the work specified,a (order),as applicable. copy of the evaluation will be sent to the DGS,Office of Legal Services. 73. CMAS—RENTAL AGREEMENTS: The State does not agree to: • Indemnify a Contractor; • Assume responsibility for matters beyond its control; • Agree to make payments in advance; • Accept any other provision creating a contingent liability against the State;or • Agree to obtain insurance to protect the Contractor. The State's responsibility for repairs and liability for damage or loss is restricted to that made necessary by or resulting from the negligent act or omission of the State or its officers, employees,or agents. If the Contractor maintains the equipment, the Contractor must keep the equipment in good working order and make all necessary repairs and adjustments without qualification. The State may terminate for default or cease paying rent should the Contractor fail to maintain the equipment properly. Personal property taxes are not generally reimbursed when leasing equipment(SAM 8736). 74. CMAS—LEASE(Lease;Mart T"I: If an agency desires to lease through Lease$Mart IN,the Contractor agrees to sell to lessor the assets at the same price as they agree to sell to the State. 75. CMAS—PROGRESS PAYMENTS & RISK ASSESSMENT: In accordance with PCC 12112 agencies are required to withhold not less than 10 percent of the Contract price until final delivery and acceptance of the Goods or services, for any Contract that provides for progress payments in a REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 19 OF 23 Attachment A-Subordinate Agreement MA-060-16011934 Page 39 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) THESE SPECIAL PROVISIONS ARE ONLY TO BE USED FOR SOFTWARE AS A SERVICE (SaaS), AS DEFINED BELOW. THESE SPECIAL PROVISIONS ARE TO BE ATTACHED TO THE GENERAL PROVISIONS—INFORMATION TECHNOLOGY AND ACCOMPANIED BY,AT MINIMUM,A STATEMENT OF WORK(SOW)AND SERVICE LEVEL AGREEMENT(SLA). STATE AGENCIES MUST FIRST: A. CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL(SAM)5305.5; B. CONSIDER THE FACTORS TO BE TAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL APPROACH,IN ACCORDANCE WITH SAM 4981.1,4983 AND 4983.1 AND THEN; C. MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW AND/OR SLA TO MEET THE NEEDS OF EACH ACQUISITION. 1. Definitions a) "Cloud Software as a Service(SaaS)" -The capability provided to the consumer Is to use applications made available by the provider running on a cloud infrastructure.The applications are accessible from various client devices through a thin client interface such as a web browser (e.g., web-based email). The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. b) "Cloud Platform as a Service(PaaS)"-The capability provided to the consumer is to deploy onto the cloud infrastructure consumer- created or acquired applications created using programming languages and tools supported by the provider.The consumer does not manage or control the underlying cloud infrastructure including network,servers,operating systems,or storage,but has control over the deployed applications and possibly application hosting environment configurations. c) "Cloud Infrastructure as a Service(laaS)"-The capability provided to the consumer is to provision processing,storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications.The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems; storage, deployed applications, and possibly limited control of select networking components (e.g., host firewalls). d) "Data"-means any information,formulae,algorithms,or other content that the State,the State's employees. agents and end users upload,create or modify using the SaaS pursuant to this Contract. Data also includes user identification information and metadata which may contain Data or from which the State's Data may be ascertainable. e) "Data Breach"-means any access,destruction,loss,theft,use,modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law. f) "Recovery Point Objective(RPO)"-means the point in time to which Data can be recovered and/or systems restored when service is restored after an interruption.The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA. g) "Recovery Time Objective(RTO)"-means the period of time within which information technology services,systems, applications and functions must be recovered following an unplanned interruption.The RTO is detailed in the SLA. 2. Terms SaaS AVAILABILITY:Unless otherwise stated in the Statement of Work, a) The SaaS shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime). b) If SaaS monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),the State shall be entitled to recover damages,apply credits or use other contractual remedies as set forth in the Statement of Work. c) If SaaS monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months in a rolling twelve-month period,the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions—Information Technology. d) Contractor shall provide advance written notice to the State in the manner set forth in the Statement of Work of any major upgrades or changes that will affect the SaaS availability. 3. DATA AVAILABILITY:Unless otherwise stated in the Statement of Work, a) The Data shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime). b) If Data monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work if the State is unable to access the Data as a result of: 1) Acts or omission of Contractor; 2) Acts or omissions of third parties working on behalf of Contractor; REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 20 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 40 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) 3) Network compromise,network intrusion,hacks,introduction of viruses,disabling devices,malware and other forms of attack that can disrupt access to Contractor's server,to the extent such attack would have been prevented by Contractor taking reasonable industry standard precautions; 4) Power outages or other telecommunications or Internet failures,to the extent such outages were within Contractor's direct or express control. c) If Data monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months in a rolling twelve-month period,the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions—Information Technology. 4. SaaS and DATA SECURITY: a) In addition to the Compliance with Statutes and Regulations provision set forth in the General Provisions—Information Technology, Contractor shall certify to the State: 1) The sufficiency of its security Standards,tools,technologies and procedures in providing SaaS under this Contract; 2) Compliance with the following: i. The California Information Practices Act(Civil Code Sections 1798 et seq.); ii. Security provisions of the California State Administrative Manual(Chapters 5t00 and 5300)and the California Statewide Information Management Manual(Sections 58C,58D,66B,5305A,5310A and B,5325A and B,5330A,B and C,5340A, B and C,5360B); iii. Undergo an annual Statement on Standards for Attestation Engagements(SSAE)No. 16 Service Organization Control (SOC)2 Type II audit.Audit results and Contractor's plan to correct any negative findings shall be made available to the Stole upon request;and iv. Privacy provisions of the Federal Privacy Act of 1974; 3) Compliance with applicable industry standards and guidelines,including but not limited to relevant security provisions of the Payment Card Industry(PCI)Data Security Standard(PCIDSS)including the PCIDSS Cloud Computing Guidelines. b) Contractor shall implement and maintain all appropriate administrative, physical,technical and procedural safeguards in accordance with section a)above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the SaaS from hacks,introduction of viruses,disabling devices,malware and other forms of malicious or inadvertent acts that can disrupt the State's access to its Data. c) Contractor shall allow the State reasonable access to SaaS security logs,latency statistics,and other related SaaS security data that affect this Contract and the State's Data,at no cost to the State. d) Contractor assumes responsibility for the security and confidentiality of the Data under its control. e) No Data shall be copied,modified,destroyed or deleted by Contractor other than for normal operation or maintenance of SaaS during the Contract period without prior written notice to and written approval by the State. f) Remote access to Data from outside the continental United States,including remote access to Data by authorized SaaS support staff in Identified support centers,is prohibited unless approved in advance by the State Chief Information Security Officer. 5) ENCRYPTION: Confidential,sensitive or personal information shall be encrypted in accordance with California State Administrative Manual 5350.1 and California Statewide Information Management Manual 5305-A. 6) DATA LOCATION: Unless otherwise stated in the Statement of Work and approved in advance by the State Chief Information Security Officer, the physical location of Contractor's data center where the Data is stored shall be within the continental United States. 7) RIGHTS TO DATA:The parties agree that as between them,all rights, including all intellectual property rights, in and to Data shall remain the exclusive property of the State, and Contractor has a limited, non-exclusive license to access and use the Data as provided to Contractor solely for performing its obligations under the Contract. Nothing herein shall be construed to confer any license or right to the Data, including user tracking and exception Data within the system, by implication, estoppel or otherwise, under copyright or other intellectual property rights,to any third party. Unauthorized use of Data by Contractor or third parties is prohibited. For the purposes of this requirement, the phrase "unauthorized use" means the data mining or processing of data, stored or transmitted by the service,for unrelated commercial purposes,advertising or advertising-related purposes,or for any other purpose other than security or service delivery analysis that Is not explicitly authorized. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 21 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 41 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) 8) TRANSITION PERIOD: a) For ninety(90)days prior to the expiration date of this Contract,or upon notice of termination of this Contract,Contractor shall assist the State in extracting and/or transitioning all Data In the format determined by the State("Transition Period"). b) The Transition Period may be modified in the SOW or as agreed upon in writing by the parties in a contract amendment. c) During the Transition Period,SaaS and Data access shall continue to be made available to the State without alteration. d) Contractor agrees to compensate the State for damages or losses the State incurs as a result of Contractor's failure to comply with this section in accordance with the Limitation of Liability provision set forth in the General Provisions-Information Technology. e) Unless otherwise stated in the SOW, the Contractor shall permanently destroy or render inaccessible any portion of the Data in Contractor's and/or subcontractor's possession or control following the expiration of all obligations in this section.Within thirty(30) days,Contractor shall issue a written statement to the State confirming the destruction or inaccessibility of the State's Data. f) The State at its option,may purchase additional transition services as agreed upon in the SOW. 9) DATA BREACH: Unless otherwise stated in the Statement of Work, a) Upon discovery or reasonable belief of any Data Breach;Contractor shall notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency.Contractor shall provide such notification within forty-eight(48)hours after Contractor reasonably believes there has been such a Data Breach. Contractor's notification shall identify: 1) The nature of the Data Breach; 2) The Data accessed,used or disclosed; 3) The person(s)who accessed,used,disclosed and/or received Data(If known); 4) What Contractor has done or will do to quarantine and mitigate the Data Breach;and 5) What corrective action Contractor has taken or will take to prevent future Data Breaches. b) Contractor will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by Contractor until the Data Breach has been effectively resolved to the State's satisfaction. c) Contractor shall quarantine the Data Breach,ensure secure access to Data,and repair SaaS as needed in accordance with the SLA. Failure to do so may result in the State exercising Its options for assessing damages or other remedies under this Contract. d) Notwithstanding anything to the contrary in the General Provisions - Information Technology, in performing services under this Contract, and to the extent authorized by the State in the Statement of Work, Contractor may be permitted by the State to use systems, or may be granted access to the State systems, which store, transmit or process State owned, licensed or maintained computerized Data consisting of personal information, as defined by Civil Code Section 1798.29 (g). If the Contractor causes or knowingly experiences a breach of the security of such Data, Contractor shall immediately report any breach of security of such system to the State following discovery or notification of the breach in the security of such Data. The State's Chief Information Security Officer, or designee, shall determine whether notification to the individuals whose Data has been lost or breached is appropriate. If personal information of any resident of California was, or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the State or any person or entity under the control of the State, Contractor shall bear any and all costs associated with the State's notification obligations and other obligations set forth in Civil Code Section 1798.29(d)as well as the cost of credit monitoring,subject to the dollar limitation,if any,agreed to by the State and Contractor in the applicable Statement of Work. These costs may include,but are not limited to staff time,material costs,postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information. e) Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with the State.The State and/or its authorized agents shall have the right to lead (if required by law) or participate In the investigation. Contractor shall cooperate fully with the State,its agents and law enforcement. 10) DISASTER RECOVERY/BUSINESS CONTINUITY: Unless otherwise stated in the Statement of Work, a) In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data,Contractor shall notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency.Contractor shall provide such notification within twenty-four(24)hours after Contractor reasonably believes there has been such a disaster or catastrophic failure.In the notification,Contactor shall inform the State of: 1) The scale and quantity of the Data loss; 2) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss;and 3) What corrective action Contractor has taken or will take to prevent future Data loss. 4) If Contractor fails to respond immediately and remedy the failure,the State may exercise its options for assessing damages or other remedies under this Contract. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 22 OF 23 Attachment A-Subordinate Agreement MA-060-16011934 Page 42 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) b) Contractor shall restore continuity of SaaS, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore accessibility of Data,and repair SaaS as needed to meet the performance requirements stated in the SLA. Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract. c) Contractor shall conduct an investigation of the disaster or catastrophic failure and shall share the report of the Investigation with the State. The State and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State,its agents and law enforcement. 11) EXAMINATION AND AUDIT: In addition to the Examination and Audit provision set forth in the General Provisions - Information Technology,unless otherwise stated in the Statement of Work: a) Upon advance written request, Contractor agrees that the State or its designated representative shall have access to Contractor's SaaS, operational documentation, records and databases, including online inspections, that relate to the SaaS purchased by the State. b) The online inspection shall allow the State,its authorized agents,or a mutually acceptable third party to test that controls are in place and working as intended. Tests may include,but not be limited to,the following: 1) Operating system/networic vulnerability scans, 2) Web application vulnerability scans, 3) Database application vulnerability scans,and 4) Any other scans to be performed by the State or representatives on behalf of the State. c) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure,Contractor will at Its expense have an independent, industry-recognized, State-approved third party perform an Information security audit. The audit results shall be shared with the State within seven(7)days of Contractor's receipt of such results. Upon Contractor receiving the results of the audit, Contractor will provide the State with written evidence of planned remediation within thirty(30)days and promptly modify its security measures in order to meet its obligations under this Contract. 12) DISCOVERY: Contractor shall promptly notify the State upon receipt of any requests which in any way might reasonably require access to the Data of the State or the State's use of the SaaS. Contractor shall notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency, unless prohibited by law from providing such notification. Contractor shall provide such notification within forty-eight(48)hours after Contractor receives the request. Contractor shall not respond to subpoenas,service of process, Public Records Act requests, and other legal requests directed at Contractor regarding this Contract without first notifying the State unless prohibited by law from providing such notification. Contractor agrees to provide Its Intended responses to the State with adequate time for the State to review, revise and, If necessary,seek a protective order in a court of competent jurisdiction. Contractor shall not respond to legal requests directed at the State unless authorized in writing to do so by the State. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 23 OF 23 Attachment A- Subordinate Agreement MA-060-16011934 Page 43 of 60 ATTACHMENT B Cost/Compensation Everbridge Quotation (see separate attachment) Attachment A- Subordinate Agreement MA-060-16011934 Page 44 of 60 Aeierbr,Cige NfSr ,ut d y 00 b 36? I ll Div fir,;„e., i at !A , E1,1 qy QUOTATION Quote Number:00020602 I of 2 Prepared Tony Bernard Quotation Date: December 30,2015 for: Orange County CA Quote Expiration Date: June 30,2016 333 W.Santa Ana Blvd. Rep: Patrick Stuver Santa Aria,CA 92882 (818)230-9724 patrick.stuverO everbridgemaii.com Contract Summary Information Contract Period: 3 Years Contract Optional Years: 2 Years MN Contacts up to: 50,000 MN Households up to: 1,250,000 ANNUAL SUBSCRIPTION-See attached Product Inclusion Sheets for product details. Service Fee Tvoe Qi Unit Price Total Price Everbridge IPAWSNVEA Notification Recurring 1 $23,400.00 $5,000.00 Everbridge Mass Notification(MN)with Unlimited Domestic Minutes Recurring 1 $467,550.00 $390,000.00 Incident Management-Incident Communications Recurring 1 $117,000.00 $0.00 PREMIUM FEATURES/USAGE Service Fee Tune Unit Price Total Price Everbridge ContactBridge Recurring 1 $58,500.00 $0.00 Everbridge Community Engagement Recurring 1 $78,000.00 $50,000.00 Attachment A- Subordinate Agreement MA-060-16011934 Page 45 of 60 everbridge „ „. QUOTATION Quote Number:00020602 2of1 PROFESSIONAL SERVICES Service acing 9lY Unit Price Total Price Platinum Plus Package Recurring 40 $325.00 $13,000.00 Premium Implementation One-Time t $8,000.00 $8.000.00 Platinum Plus Package One-Time 40 $325.00 $13.000.00 Pricing Summary: Year One Fees': $479,000.00 One-time Implementation and Set Up Fees: $0.00 Total Year One Fess: $479,000.00 Subsequent Year(s)Ongoing Annual Recurring Fees: $458,000.00 Optional Year(s)Ongoing Annual Recurring Fees: $458,000.00 Attachment A- Subordinate Agreement MA-060-16011934 Page 46 of 60 ATTACHMENT C Everbridge Inclusion Sheet (See separate attachment) Attachment A- Subordinate Agreement MA-060-16011934 Page 47 of 60 Avrrie e b dge SYSTEM INCLUSION Everbridge Mass Notification Everbridge Mass Notification allows users to send notifications to individuals or groups using lists,locations,and visual intelligence.Everbridge Mass Notification is supported by state-of-the-art security protocols,an elastic infrastructure, advanced mobility,interactive reporting and analytics,adaptive people and resource mapping to mirror your organization,and true enterprise class data management capabilities to provide a wide array of data management options.Below is a list of key system inclusions with your new Everbridge Mass Notification system. Usage Unlimited Domestic Emergency Alerts and Testing Messages Unlimited Domestic Non-Emergency Alerts Messaging 'Usage above applies to notifications generated through the Everbridge Manager user interface. Automated notifications are subject to additional fees. Core Platform Access Unlimited Administrators for web-based portal to initiate messages,reporting,and administration Unlimited Administrators for ContactBridge Application(iOS,Android)and Mobile Optimized Notification Site(for Blackberry,Windows 10,etc.) Two(2)Organization with unlimited nested static and dynamic groups Access to Everbridge Elastic Infrastructure for message delivery Custom branded community opt-in portal with custom fields and opt-in subscriptions Flexible role-based access controls to manage user permissions Access to Real-Time Dashboard, Notifications Library,Everbridge Universe,and Custom Reporting Key Notification Features Integrated GIS/Map-based, rule-based,group-based,or individual contact selection Ability to send standard, polling,or on-the-fly'One-Touch'Conference Call messages One-screen broadcast creation workflow to speed message creation and reduce human error Everbridge Network to access situational intelligence&notifications shared by other public and private groups Publish notifications directly to Websites and services that support API access via HTTPS using Web Posting' Contact filtering based on custom criteria Map-based drawing and selection tools and imported shape files(e.g.Google Maps,Bing Maps,ESRI) Automatic address geo-coding for contacts Organization specific customizable caller ID,greetings,and broadcast settings SMPP based SMS text messaging Multi-language Text to Speech Engine and Custom Voice Recording Real-time reporting for improved situational awareness and easier after action analysis 5 Live Operator Message Initiations per year Interactive Dashboard for Organizational Activity Summary Unlimited Notification Templates Self-service Single Contact Record Adjustments Self-service Contact Import via CSV Upload Bulk Contact Management Automation via Secure FTP Set-up,Implementation&Support Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support(phone,web,email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager Attachment A-Subordinate Agreement MA-060-16011934 Page 48 of 60 Aeverbrid e g SYSTEM INCLUSION Everbridge Community Engagement(SLG) The Community Engagement solution supports active and engaged communities with: • An Easy Opt-In System Gathering and managing emergency management opt-ins from residents can be difficult.Connecting and engaging with as many citizens as possible, however,allows community reach to be quickly expanded. • Keyword Opt-In: Allow large groups of people to easily opt-in to a database by texting a keyword. Includes 5 keywords. Additional keywords may be purchased. • Resident Opt-in by Zip Code: Residents can easily sign up for community alerts by texting their zip code to 888777 • Foster a Two-Way Dialogue with Social Media Integration With the help of Community Engagement's social media integration,neighbors can share valuable information,suggest ways to collectively address safety concerns,plan public events and more. • Empower Residents to be Eyes and Ears of the Community Residents can be valuable resources for law enforcement.Through the use of Everbridge's Community Engagement solution, police and other local authorities empower residents to invest in their community through outreach,collaboration and shared leadership. • Enable Real-Time Alerts with Mobile App Everbridge's OneBridge Mobile App is a free srnartphone application that allows residents to receive real-time alerts and safety information from agencies.The OneBridge Mobile App provides a two-way engagement between residents,local public safety organization and emergency management. Access • Unlimited Administrators, Dispatchers,and Group Managers for web-based portal to initiate and manage messages • Unlimited Administrators, Dispatchers,and Group Managers for web-based portal to post messages to social media. Usage • Unlimited Web Messages • Unlimited Facebook&Twitter Notifications Key Features Alerts X Advisory X Community X Unlimited Nixie SMS X Unlimited Email X Multiple Email Attachments X Web Publications x Social Media(Facebook&Twitter) X Attachment A- Subordinate Agreement MA-060-16011934 Page 49 of 60 Aev rbrid e e g SYSTEM INCLUSION Location Targeting:City/Town Name or Zip Code X Messaging templates X Email templates X Google Public Alerts X Multiple Admin&User Accounts X Social Media Reporting X SMS,Email,Delivery Stats X Provisioning Services including account&user setup X Set-up,Implementation,and Support Self Service Administrative Set-up,Configuration and Default Preferences Unlimited Access to Everbridge University 24x7 Customer Support(phone,web,email) Global Support/Operations Centers Dedicated Account Manager Attachment A-Subordinate Agreement MA-060-16011934 Page 50 of 60 Aeverri b dge SYSTEM INCLUSION Everbrldge ContactBridge Everbridge ContactBridge application allows users to aggregate mobile recipient feedback in a single communications place enabling decision makers to communicate efficiently with first responders, and their employees and constituents. Below is a list of key system inclusions with Everbridge ContactBridge Application. Usage Unlimited Outbound Notifications to Everbridge Mobile Recipient Application via ContactBridge Notifications Unlimited Inbound Notifications from Everbridge Mobile Recipient Application Access Single Web interface console to display aggregated Information Unlimited administrator access to the Everbridge System Key Notification Features Fully integrated with Everbridge Mass Notification Custom threshold rules and settings for ContactBridge initiated messages • Define messages and key recipients upon threshold trigger • Visual and automated alerts when Threshold is reached Receive and display images,comments and location information from contacts Advanced Graphical Reporting including Geographic locations if available Recipient ContactBridge Application for iOS and Android Devices Set-up&implementation Access to a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Creation and Test Notification Support Unlimited Access to Everbridge University 24x7 Customer Support(phone,web,email) Global SupporVOperations Centers Dedicated Account Manager For a full product description,along with best practices and product details please see the Everbridge User Guide and Everbridge University. Attachment A- Subordinate Agreement MA-060-16011934 Page 51 of 60 Aeverbrid ge SYSTEM INCLUSION Everbridge Incident Communications Delays and errors in operational communications happen every day increasing recovery times,impacting revenue and increasing risk.Everbridge Incident Communications automates your notification procedures by allowing users to select pre-defined messages and processes to use for a specified incident and then determining the correct list of stakeholders and responders. Access 1 (one)Incident Management Organization Unlimited Incident Administrator and User seats Key Features Unlimited Incident Templates Incident Templates supporting different messages&delivery settings based on notification phase(New,Update,Close) Multi-step wordlow that prompts users to add required incident details Incident communication logging for all broadcast and confirmations Incident journal to capture additional details not included in incident communications Reporting of all incident communications details and responses in a PDF format Custom reports analyze incident communications effectiveness Communication broadcasts and confirmations include audit trails and timestamps Search across incidents using status,user,type and date Real-time incident dashboard for operators showing all open incidents Set-up,Implementation,and Support Up to 10 total hours of a dedicated Implementation Specialist inclusive of Mass Notification Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support(phone,web,email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager •Messaging Minutes consumed by Telephone,SMS Text,Pager&Fax broadcast paths are not Included For a full product description,along with best practices and product details please see the Everbridge User Guide and Everbridge University. Attachment A- Subordinate Agreement MA-060-16011934 Page 52 of 60 • *everbridge 4 Implementation - Premium j FM IuueuyPreS► S yP5 pies entattSnReP3url eP The Premium Implementation is designed to provide v I�I�ntyp3rtal clients a rapid ROl on their Everbridge investment by Knowledgebase accelerating the onboarding process and delivering services and best practices for s ass i otification and ' werSrNgeynnNerPrty siteractive cisibidtyyfdnctionadtyyimyayo-dayyon-site I Up to 10 hours of an implementation event.The Premium Implementation package includes Ppel 1131R aydedicatedyib pe'b entationyspeciadstytoyb anage I' Up to 24 hours of a Professional Services the on boarding process and an onsite Everbridge N3nPultant s rofessionagbervicesyconsddantytoyprovideAtrategic advice and training,tailored to your organization. Time Frame Key Milestones sreb idb i verbridge0 pceb entation}isydedveredyas ORIENTATION a three-day(consecutive)event, including two days This call will provide an orientation to ofyib pceb entation/bestypractices,yendyDneydayyof hverSr?UgegS pies entatNnyeP3url ePyanuya training delivery. The entire implementation process revMMl y8fypreparatr>inynel ePPdryyt3y 3nuul tya including the onsite consultation and training is NI I ePPfulys pies entatlQm coordinatedybyyaydedicatedyib pceb entationyspeciadst■ PLANNING AND DESIGN SERVICES Consultant facilitates the development of a +yAccess to an Implementation Specialist for up to 10 hours uepl3yS entyplan,yPyReS yuePlgn,yanuyuata to deliver an Everbridge Orientation,gather requirements, S anageS entftrategy% establish an agenda for the onsite engagement,and close CONFIGURATION AND READINESS out activities after the onsite event. SERVICES ,v Onsite events targeted to be completed with 4 weeks of Hands on configuration of the system 3Utral twate� Ml IuuMgyuatayanuyr 3ntenty3auMgy Pevel3p I pr3graS yf3r}PyReS yeauMePA +vAdditional implementation specialist or consultant hours EDUCATION SERVICES are billable at$250/hr. N3nPUitantyuelNerPytraMMgyl IaPFtPyt3yuFerP customized by role and reflective of the specific configuration of the client. WWW.EVERBRWGE.ENW Attachment A-Subordinate Agreement MA-060-16011934 Page 53 of 60 Scope A Premium Implementation will provide the following: y An initial orientation call to introduce on-boarding resources,including the Everbridge Client Portal, knowledgebase articles library,Everbridge University. This call will also be used to develop the agenda for the 3U+Wal thtlYg+` 4v2 days of workshops,customized seminars,and hands on configuration of the Everbridge environment geared to accelerate system and organizational readiness. 1 day of customized training for administrators as well as end users. Documented guides,project plans,and best practices customized for each organization. vrt Key Milestones ORIENTATION The purpose of the orientation call is to prepare for the implementation process. The Everbridge specialist will provide an overview of the implementation process to key client stakeholders, introduce the stakeholders to the various implementation resources, provide a short, interactive demo and access to a live, working account preloaded with default templates and settings. Orientation calls will be held within 5 days of the completion of your order processing.The specialist will also provide a checklist of actions to be completed in order to kick-off the implementation process. The Call Agenda will include the following: y Revl'l 9 3S S uUlilatl'g11ig3a1+/u+eli a+e+ y RevfeI pleS eUtat8. pr31 e++ v Review resources available to the client y Develop agenda and success criteria for the onsite engagement v Review the Getting Started checklist y Implementation specialist will provide a demo of the product showing how to create a new user,how to create a contact,how to send a message using a pre-loaded test template. At the conclusion of the demo, the customer will be provided with their live,production account. Time: 1.5-2 hours WWW.EVERBR VGE.ENW I p ( EVERBRIV E kWNL•EWEEGIGJME Attachment A-Subordinate Agreement MA-060-16011934 Page 54 of 60 7a s r r '44' ��� , c -: ONSITE DA4 a - PLANNING AND. DL IGIJ The Kick-off call will be held as soon as the actions on the Getting Started checklist are complete, j" but no later than 3 weeks after the Orientation Call. The agenda will include the following items: s yConduct planning workshop to review project plans and functional requirements with key stakeholders ,.0s yDesign the organization hierarchy to provide a structure that is optimized to support existing .,,... , andypotentiagfdtdreyregdireb ents vLead seminar to define and implement access control structure optimized for each user role typeyandyintendedydsage 4 s yDevelop a comprehensive contact data management strategy including a detailed review of data sources,field mappings, and synchronization. Time: 1 hours ONSITE DAN 2 -.CONFIGURATION AND READINESS The second day will be focused on configuration of the system, data loading, content development, and functional testing. Organization readiness plans will be reviewed and finalized. All activities will be facilitated by the consultant, but executed by client representatives to maximize knowledge transfer and skill development. Activities include: vFinalize configuration settings syga pceb entyportagstrategy s yi reateynotificationyteb pcatesyendyreviec ybroadcastydbrary s vExecute initial contact data load and test update methodology s ys evempyspecificyprograb syforyec arenessyforypdbdcyopt-inyorycorporateysysteb -c ideytestingN s yi onfigdreyinitiagreportingypac-age s vFinalize training and organizational awareness plan w,yDevelop stakeholder presentation Time: 1 hours WWW.EVERBRINGE.ENW 1 3 I EVERBRINGE'WNC-EWEEG>(WE Attachment A-Subordinate Agreement MA-060-16011934 Page 55 of 60 Ntt ,. ON SITE DAN - EDUCATION AM) etCOLE 00'¢ To o3ormf IBGp\tI c Or®ef d6tf iGiGgalf peep®ill33e6toGdl c\kd3 pitieperiBed®eloo 3.pj Ilf BI poor each course is attached): r, Mass Notification Administrator Course - comprehensive system training targeted to users in the Organization or Account Administrator roles Mme:::t :f ours t, Mass Notification User Course - comprehensive system training targeted to users in the Grol pSef derBole Mme:::t :f ours The remaining activities to complete the implementation process will be completed at the close ofPfj3l Final Stakeholder Presentation-Keeping key stakeholders in the organization advised on the status of implementation and organizational readiness is critical to ongoing success with the system. This presentation can ensure continuous alignment and project governance. Mme:::t :f our Project Close-Out Meeting-The meeting will provide a final opportunity for the client to review open tasks with the implementation specialist and complete a functional test of the pj p1tml Mme:::t:f our Everbridge University sverbridgetvniversitylfln-Linetlearningti wduies sverbridgeb+niversityll)n-Liteliraining b I retswntinuwusiylaval abietandbreelaarlsustwrners i?Scheduled and delivered based on your needs andisartnersnwbearnbwbeview ,swvers v we-basedlevtursestnnrb dministratwslw Use Adobe flash videos with audio narrations v sers 1>Self-paced training that allows students to learn 10 Courses are taught by Everbridge instructors who when they have time and at their own pace arelsublectbnatterhexserts i I ust-in-timet>learning lusingtsmawlimcusediewntent ? v einan-cestlrainingtiw+ntenttdemwi!stratiwnsb v, mwdwes your Everbridge portal with your features o. No travel or facilities required,the classroom is t, I resarestywurlieamtanr sverbridge I ass anywhere a learner has Internet access Notification Certification WWW.EVERBRt(1GC.EOW Attachment A-Subordinate Agreement MA-060-16011934 Page 56 of 60 ATTACHMENT D Everbridge GSA Approved End User License Agreement (See separate attachment) Attachment A- Subordinate Agreement MA-060-16011934 Page 57 of 60 A everbridge GSA Approved End User License Agreement This End User License Agreement ("Agreement") is specified by Everbridge. Customer shall have sole entered into by and between Everbridge, Inc. ("Everbridge"), responsibility for the accuracy, quality, integrity, legality, and the client identified on the Quote("Customer"), effective reliability, and appropriateness of all Customer Data. By on the date of Customer's signature on the Quote ("Effective purchasing the Service, Customer represents that it has the Date"). Everbridge and Customer are each hereinafter right to authorize and hereby does authorize Everbridge and its sometimes referred to as a "Party" and collectively, the "Service Providers" to collect, store and process Customer "Parties", Data subject to the terms of this Agreement. "Service Providers"shall mean communications carriers,data centers, 1. SERVICE. Everbridge shall provide Customer access to collocation and hosting services providers, and content and its proprietary interactive communication service(s) (the data management providers that Everbridge uses in providing "Service(s)") subject to the terms and conditions set forth in the Service. Customer shall maintain a copy of all Customer this Agreement and the description of services and pricing Contact data that it provides to Everbridge. Customer provided in the applicable quote (the "Quote"). If applicable, acknowledges that the Service is a passive conduit for the Everbridge shall provide the training and professional services transmission of Customer Data and Everbridge shall have no set forth in the Quote. Everbridge shall provide Customer with liability for any errors or omissions or for any defamatory, login and password information for each User (as defined libelous, offensive or otherwise objectionable or unlawful below)and will configure the Service to contact the maximum content in any Customer Data, or for any losses, damages, number of households (each a "Contact") set forth on the claims, suits or other actions arising out of or in connection Quote. with any Customer Data sent, accessed, y posted or otherwise 2. PAYMENT TERMS. Customer shall pay the fees set transmitted via the Service. forth in the Quote("Pricing"). If Customer exceeds the usage 4. TERM. This Agreement will commence on the Effective levels specified in the Quote, then Everbridge may invoice Date and will continue in full force and effect until all executed Customer for any overages at the established rates. Quotes have terminated. Everbridge shall invoice Customer annually in advance. All payments shall be made within thirty(30)days from receipt of 5. TERMINATION;SUSPENSION. invoice. 5.1 Termination by Either Party. [Intentionally 3. CUSTOMER RESPONSIBILITIES. Deleted) 3.1 Users. If Customer has purchased Mass 5.2 Termination by Everbridge. [Intentionally Notification,Customer shall in its discretion authorize certain of Deleted) its employees and contractors to access that Service. If Customer has purchased Incident Management, Customer 5.3 Suspension. Everbridge may suspend, with or shall authorize only those employees or contractors who are without notice, the Service or any portion for (i) emergency Incident Operators (as defined on Exhibit A) or Incident network repairs, threats to, or actual breach of network Administrators(as defined on Exhibit A)to access that Service. security; or (Ii) any legal, regulatory, or governmental Collectively, Customer's employees and contractors who are prohibition affecting the Service. In the event of a suspension, authorized to access any Service as provided above are Everbridge shall use its best efforts to notify Customer and referred to as"User(s)". Each User must be bound In writing reactivate any affected portion of the Service as soon as to confidentiality obligations sufficient to permit Customer to possible. fully perform its obligations under this Agreement. Customer 6. PROPRIETARY RIGHTS. shall undergo the initial setup and training as set forth in the Implementation — Standard inclusion sheet provided with the 6.1 Grant of License. Everbridge hereby grants to Quote. The Implementation sheet provides a detailed list of Customer,during the term of this Agreement,a non-exclusive, the services included as part of the implementation purchased non-transferable, non-sublicensable right to use the Service and the corresponding timelines. If Customer fails to complete subject to the terms and conditions of this Agreement. Upon the Implementation process within the sixty (60) day suspension of the Service or termination of this Agreement for timeframe, Customer must purchase any additional any reason, the foregoing license shall terminate automatically implementation services. Customer shall be responsible for:(i) and Customer shall discontinue all further use of the Service. ensuring that Users maintain the confidentiality of all User login and password information; (ii) ensuring that Users use the 6.2 Restrictions. Customer shall use the Service Service in accordance with all applicable laws and regulations, solely for its internal business purposes and shall not make the including those relating to use of personal information; (iii)any Service available to, or use the Service for the benefit of, any breach of the terms of this Agreement by any User;and (iv)all third party except as expressly contemplated by this communications by Users using the Service. Customer shall Agreement. Customer shall not: (i) copy, modify, reverse promptly notify Everbridge if it becomes aware of any User engineer, de-compile, disassemble or otherwise attempt to action or omission that would constitute a breach or violation of discover or replicate the computer source code and object this Agreement. code provided or used by Everbridge in connection with 3.2 Customer Data. "Customer Data" is al! delivery of the Service (the "Software") or create derivative works based on the Software, the Service or any portion electronic data transmitted to Everbridge in connection with the thereof; (ii) merge any of the foregoing with any third party use of the Service, including data submitted by Contact& software or services; (iii) use any Everbridge Confidential Customer Data provided by Customer shall be true, accurate, Information to create a product that competes with the current and complete, and shall be in a form and format End User License Agreement GSA(based on CPA v3 7.30.13) 1 Attachment A- Subordinate Agreement MA-060-16011934 Page 58 of 60 Software; (iv)remove,obscure or alter any proprietary notices 8. WARRANTIES;DISCLAIMER. or labels on the Software or any portion of the Service; (v) create Internet "links" to or from the Service, or "frame" or 8.1 Everbridge Warranty. Everbridge shall use "mirror"any content forming part of the Service, other than on commercially reasonable efforts to provide the Services herein Customer's own intranets for its own internal business contemplated. To the extent professional services are purposes; (vi) use, post, transmit or introduce any device, provided, Everbridge shall perform them in a professional software or routine (including viruses, worms or other harmful manner consistent with industry standards. code) which interferes or attempts to interfere with the 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS operation of the Service;(vii)use the Service in violation of any LICENSORS WARRANT THAT THE SERVICE WILL applicable law or regulation; or (viii) access the Service for OPERATE ERROR FREE OR WITHOUT INTERRUPTION. purposes of monitoring Service availability, performance or WITHOUT LIMITING THE FOREGOING, IN NO EVENT functionality, or for any other benchmarking or competitive SHALL EVERBRIDGE HAVE ANY LIABILITY TO purposes. CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY 6.3 Reservation of Rights. Other than as expressly FOR PERSONAL INJURY (INCLUDING DEATH) OR set forth in this Agreement, Everbridge grants to Customer no PROPERTY DAMAGE ARISING FROM FAILURE OF THE license or other rights in or to the Service,the Software or any SERVICE TO DELIVER AN ELECTRONIC other proprietary technology, material or information made COMMUNICATION, HOWEVER CAUSED AND UNDER ANY available to Customer through the Service or otherwise in THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN connection with this Agreement(collectively, the "Everbridge ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Technology"), and all such rights are hereby expressly 8.3 Customer Representations and Warranties. reserved. Everbridge (or its licensors where applicable)owns Customer represents and warrants that during use of the all rights, title and interest in and to the Service, the Software Service, Customer shall (i) clearly and conspicuously notify and any Everbridge Technology, and all patent, copyright, Contacts of the way in which their personal information shall be trade secret and other intellectual property rights("IP Rights") used, and (ii) have primary safety and emergency response therein, as well as (i) all feedback and other information procedures including, without limitation, notifying 911 or (except for the Customer Data) provided to Everbridge by equivalent fire, police, emergency medical and public health Users, Customer and Contacts, and (ii) all transactional, officials (collectively, "First Responders"). Customer performance, derivative data and metadata generated in acknowledges and agrees that Everbridge is not a First connection with the Services. Responder,and that the Service does not serve as a substitute 7. CONFIDENTIAL INFORMATION. for Customer's own emergency response plan, which in the event of an actual or potential imminent threat to person or 7.1 Definition; Protection. As used herein, property, shall include contacting a First Responder prior to "Confidential Information" means all information of a Party using the Service. Customer represents and warrants that all ("Disclosing Party")disclosed to the other Party("Receiving notifications sent through the Service shall be sent by Party"), whether orally, in writing, or by inspection of tangible authorized Users, and that the collection, storage and objects(including,without limitation,documents or prototypes), processing of Customer Data, and the use of the Service, as that is designated as confidential or that reasonably should be provided in this Agreement, will at all times comply with (x) understood to be confidential given the nature of the Customer's own policies regarding privacy and protection of information and the circumstances of disclosure. Confidential personal information; and (y) all applicable laws and Information includes without limitation, any personally regulations, including those related to processing, storage, identifiable Customer Data, all Everbridge Technology, and use, disclosure, security, protection and handling of Customer either Party's business and marketing plans, technology and Data. technical information, product designs, reports and business processes. Confidential Information shall not include any 9. INDEMNIFICATION. information that: (i) is or becomes generally known to the 9.1 By Customer.[Intentionally Deleted] public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its 9.2 By Everbridge. Everbridge shall indemnify and disclosure by the Disclosing Party without breach of any hold Customer harmless from and against any Claim against obligation owed to the Disclosing Party; (iii)was independently Customer, but only to the extent it is based on a Claim that the developed by the Receiving Party without breach of any Service directly infringes an issued patent or other IP Right in a obligation owed to the Disclosing Party;or(iv)is received from country in which the Service is actually provided to Customer. a third party without breach of any obligation owed to the In the event Everbridge believes any Everbridge Technology Disclosing Party.The Receiving Party shall not disclose or use is, or is likely to be the subject of an infringement claim, any Confidential Information of the Disclosing Party for any Everbridge shall have the option, at its own expense, to: (i)to purpose other than performance or enforcement of this procure for Customer the right to continue using the Service; Agreement without the Disclosing Party's prior written consent, (ii)replace same with a non-infringing service;(iii)modify such unless (but only to the extent) otherwise required by a Service so that it becomes non-infringing; or (iv) refund any governmental authority. Each Party agrees to protect the fees paid to Everbridge and terminate this Agreement without Confidential Information of the other Party with the same level further liability. Everbridge shall have no liability for any Claim of care that it uses to protect its own confidential information, arising out of(w) Customer Data or other Customer supplied but in no event less than a reasonable level of care. Without content,(x)use of the Service or Software in combination with limiting the foregoing,this Agreement and all terms hereof shall other products, equipment, software or data not supplied by be Everbridge's Confidential Information. Everbridge, (y) any use, reproduction, or distribution of any release of the Service or Software other than the most current release made available to Customer,or(z)any modification of the Service or Software by any person other than Everbridge. 2 Attachment A- Subordinate Agreement MA-060-16011934 Page 59 of 60 10. LIMITATION OF LIABILITY. Except for breaches of any court or other authority of competent jurisdiction to be Section 6, neither Party shall have any liability to the other invalid, illegal or unenforceable, that provision shall, to the Party for any loss of use, interruption of business, lost profits, extent required, be deemed deleted and the remaining costs of substitute services, or for any other indirect, special, provisions shall continue in full force and effect. incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the 11.4 Assignment. Neither this Agreement nor any Party has been advised of the possibility of such damage. rights granted hereunder may be sold, leased, assigned Notwithstanding anything in this Agreement to the contrary, in (including an assignment by operation of law), or otherwise no event shall Everbridge's aggregate liability, regardless of transferred, in whole or in part, by Customer, and any such whether any action or claim is based on warranty, contract, attempted assignment shall be void and of no effect without the tort, indemnification or otherwise, exceed amounts actually advance written consent of Everbridge, which shall not be paid by Customer to Everbridge hereunder during the 12 unreasonably withheld. month period prior to the event giving rise to such liability. 11.5 Governing Law; Attorney's Fees. This Customer understands and agrees that these liability limits Agreement shall be governed and construed in accordance reflect the allocation of risk between the Parties and are with the federal laws of the United States of America. essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. 11.6 Notices. Either party may give notice at any time This clause shall not impair the U.S. Government's right to by any of the following: letter delivered by (i) nationally recover for fraud or crimes arising out of or related to this recognized overnight delivery service; (ii) first class postage Agreement under any federal fraud statute. Furthermore, this prepaid mall; or (III) certified or registered mail, (certified and clause shall not impair nor prejudice the U.S. Government's first class mail deemed given following 2 business days after right to express remedies provided in the schedule contract mailing) to the other party at the address set forth on the (i.e. Price Reductions, Patent Indemnification, Liability for Quote. Either Party may change its address by giving notice Injury or Damage, Price Adjustment, Failure to Provide as provided herein. Accurate Information). 11.7 No Third-Party Beneficiaries. There are no 11. MISCELLANEOUS. third-party beneficiaries to this Agreement. 11.1 Non-Solicitation. As additional protection for 11.8 Entire Agreement.[Intentionally Deleted] Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, 11.9 Marketing. Everbridge shall obtain Customer's Customer agrees that it shall not, directly or indirectly, solicit, express written consent in order to reference Customer's name hire or attempt to solicit any employees of Everbridge; and logo as an Everbridge customer in Everbridge provided, that a general solicitation to the public for publications,its website,and other marketing materials. employment is not prohibited under this section. 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the 11.2 Force Majeure;Limitations. Everbridge shall not applicable provisions of Exhibit A,shall survive the expiration or be responsible for performance under this Agreement to the earlier termination of this Agreement. extent precluded by circumstances beyond Everbridge's reasonable control, including without limitation acts of God, 11.11 Counterparts. This Agreement may be executed acts of government, flood, fire, earthquakes, civil unrest, acts in one or more counterparts, all of which together shall of terror, labor problems, computer, telecommunications, constitute one original document. A facsimile transmission or Internet service provider or hosting facility failures, or delays copy of the original shall be as effective and enforceable as the involving hardware, software or power systems, and network original. intrusions or denial of service attacks. The Service delivers information for supported Contact paths to public and private 11.12 Export Compliant. Neither Party shall export, networks and carriers, but cannot guarantee delivery of the directly or indirectly,any technical data acquired from the other information to the recipients. Final delivery of information to pursuant to this Agreement or any product utilizing any such recipients is dependent on and is the responsibility of the data to any country for which the U.S. Government or any designated public and private networks or carriers. Customer agency thereof at the time of export requires an export license acknowledges and agrees that territories outside the U.S.and or other governmental approval without first obtaining such Canada may have territorial restrictions resulting from license or approval. applicable law, telecommunications or internet infrastructure 11.13 Equal Employment Opportunity. Everbridge, limitations, telecommunications or Internet service provider Inc. is a government contractor and is subject to the policies, or communication device customizations that may requirements of Executive Order 11246, the Rehabilitation inhibit or prevent the delivery of certain SMS, text or other Assistance Act and VEVRAA. Pursuant to these requirements, notifications, or restrict the ability to place or receive certain the Equal Opportunity Clauses found at 41 Code of Federal calls such as outbound toll free calls. Everbridge shall have no Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), liability to the extent such restrictions impede the Service. sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are 11.3 Waiver; Severability. The failure of either Party incorporated herein by reference as though set forth at length, hereto to enforce at any time any of the provisions or terms of and made an express part of this Agreement. this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by 3 Attachment A-Subordinate Agreement MA-060-16011934 Page 60 of 60 Exhibit A Additional Business Terms The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described in the Customer's Quote. "Data Feed"means data content licensed by third parties to Everbridge and supplied to Customer through the Service (e.g., real time weather system information and warnings,and third party maps). "Incident Administrator"means an individual who is authorized by Customer as an organizational administrator for the Incident Management Service. "Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management Service. "Premium Features"means the products and services listed on the Premium Feature List attached to the Quote. 1. Data Feeds;Other Data. Notwithstanding anything to the contrary in this Agreement,to the extent that Customer has purchased or accesses Data Feeds,the sole and exclusive remedy for any failure,defect,or inability to access such Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed. In addition,to the extent Customer has purchased a feature that allows Customer to monitor,and utilize information and data from other sources not supplied by Everbridge directly(e.g.,Twitter)(collectively"Other Data"), Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to all Other Data. 2. Incident Management. For Customers purchasing the Incident Management Service: (a) Customers may only designate the number of Incident Operators and Incident Administrators set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role;(b) Incident Administrators shall have the ability to build incident templates, report on incidents,and launch incident notifications; (c) Incident Operators shall only have the ability to launch or manage incidents; and (d) Customer shall be provided the number of incident templates purchased pursuant to the Quote. If Customer exceeds the number of Incident Operators, Incident Administrators or incident templates purchased, Customer shall be charged the applicable fees then in effect for additional Incident Operators,Incident Administrators or incident templates,as applicable. 4 Attachment "D" RESOLUTION NUMBER 6663 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING THE MEMORANDUM OF UNDERSTANDING ("MOU") BETWEEN THE COUNTY OF ORANGE AND THE CITY OF SEAL BEACH FOR THE CONTINUED USE OF THE "ALERTOC" COUNTYWIDE MASS NOTIFICATION SYSTEM AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE MOU THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: SECTION 1. For many years the City of Seal Beach has utilized the "Alert OC" mass notification system as a means to communicate with residents and businesses in the event of an emergency. The primary intent of the "Alert OC" system is to disseminate early warning and time sensitive information to businesses and residents during time of an emergency event. The City Council desires to continue to participate in the "AlertOC' system. SECTION 2. The City Council hereby approves the MOU between the City and the County of Orange for the continued use of the "AIertOC" Countywide Mass Notification System. SECTION 3. The City Council hereby authorizes and directs the City Manager to execute the MOU on behalf of the City. PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of June, 2016 by the following vote: AYES: Council Members: NOES: Council Members: ABSENT: Council Members: ABSTAIN: Council Members: ATTEST: Sandra Massa Lavitt, Mayor Robin Roberts, City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } Resolution Number 6663 I, Robin Roberts, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution Number No. 6663 on file in the office of the City Clerk, passed, approved, and adopted by the Seal Beach City Council at a regular meeting held on the 27th day of June , 2016. Robin Roberts, City Clerk