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Home My WebLink AboutAGMT - MOU between the County of Orange and Participants for use of Countywide Mass Notification SystemMEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS fff This Memorandum of Understanding, hereinafter referred to as "MOU," dated June 30, 2021, which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdon 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 "PARTICfPANTS." 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 Countjj of Oran%e who have the res�iponsibilit;i for maintaining a dedicated public safety answering point (PSAP); and WHEREAS, COUNTY entered intoOrange County Agreement No. M -A-060-20010263 ("Agreement") with Everbridge, Ifor the provision of Public Mass Notification System Services, on or about December 31, 2019 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 -060-20010263, 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 "'Agreement" shall refer to Orange County Agreement No. MA -060-20010263 betweer COUNTY and Everbridge, "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU 2nd its Exhibits. "Confidential Infori-nation" 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 pen-nitted under the Agreement. 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 INDEMNITEES") 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 in,�=, to or death of [Nersons or damaggs to LuMjmtj as a result of or ariaVZFW. of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, subtenants, invitees, licensees, or contracted vendors, COUNTY will defend, indemnify and save han-nless 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, licensees, or contracted vendors. Term: This MOU shall be in effect from July 1, 2021 and shall expire on December 30, 2024 unless COUNTY funding of the System becomes unavailable at which time PA RTICIPANTS wit I be given six-month advance notice per i. terms found in Paragraph IX. Termination, below. 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, C, and D. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, C, and D, COUNTY retains the right to update Exhibits A, B, C, and D 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 A reemenffExhibitD,�mg.y 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. PARTICIPANT further agrees to provide a copy of the signed Individual User Agreement to COUNTY and notify COLINTY, in writing, 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. -als-dift T1M*TTZW111y11T "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", zttached 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 Unite-� States mail as follows: County of Orange - Sheriff -Coroner Department Emergency Management Division Attn: Director of Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 Notice shall be considered tendered at the time it is received by the intended recipient. V11. 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, VIH. Termination: The COUNTY or any PARTICIPANT may terininate 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 detennined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph ]L Hold Harmless, in its entirety and Paragraph VIII. Confidentiality, above. Upon ten-nination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non -PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter -departmental) owned contact infon-flation, as well as, export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS one irnonth 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. COUNTY OF ORAE By: Date: �ww -Coro Don' 41§a�im�nes, She Iff-Coro County of Orange By: Date: Wendy Phillips, County Council County of Orange PARTICIPANT: By:�A i Date- tD"'i4u� I 2-a 2, t, Authorized Signature L Print Name andTitle ill 1-MOU Alert OC Mass Notification Final Draft (Reviewed by COCO) Final it Report 2021-05-21 Created: 2021-05-21 1 i By: Janell Harriman aharriman@ocsd.org) Status: Signed Transaction ID: CBJCHBCAABAAJVSWZrUzTZoGZeuqwnr97kLlqN8JVox "1—MOU Alert OC Mass Notification Final Draft (Reviewed by C OCO)" History Document created by Janell Harriman aharriman@ocsd.org) 2021-05-21 - 3:29:12 PM GMT- IP address: 12.24.53,132 Document emailed to Wendy Phillips (wendy.phillips@coco.ocgov,com) for signatur; 2021-05-21 - 3:30:32 PM GMT IV, I—) Email viewed by Wendy Phillips (wendy.phillips@coco.ocgov.com) 2021-05-21 - 3:31:18 PM GMT- IP address: 206.194.127.242 &o Document e -signed by Wendy Phillips (wendy.phillips@coco.ocgov.com) Signature Date: 2021-05-21 - 3:43:11 PM GMT - Time Source; server- IP address: 206194.127.242 Agreement completed. 2021-05-21 - 3:43:11 PM GMT ED Adobe Sign