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Home My WebLink AboutCC AG PKT 2008-07-28 #EAGENDA STAFF REPORT DATE: July 28, 2008 TO: Honorable Mayor and City Council THRU: David Carmany, City Manager FROM: Jeff Kirkpatrick, Chief of Police SUBJECT: AlertOC EMERGENCY WARNING SYSTEM MEMORANDUM OF UNDERSTANDING BETWEEN CITY AND THE COUNTY OF ORANGE SUMMARY OF REQUEST: Staff is requesting City Council authorization to enter a Memorandum of Understanding between the City of Seal Beach and the County of Orange describing operational conditions for use of the County's new mass notification and emergency warning system, the AIertOC system. BACKGROUND: A decade ago, the City of Seal Beach purchased an emergency warning system for use by the police and other city departments to convey instant messages to the community. That system, the Reverse911®, has been used on many occasions to alert the community to immediate emergencies. However, the technology is now obsolete and far less effective than other technologies available. Following recent disasters in our own nation and around the world, the County of Orange Emergency Management Bureau, on behalf of all Orange County communities, embarked on a study of available emergency warning system technologies. After intense evaluation and input from emergency services coordinators throughout the County, the OC Emergency Management Bureau chose the Connect-CTY® technology, tailored it to this county's needs, and named it AIertOC. The County used emergency management grants to fund this program and distribute it to all communities within the County without any fee to participating cities. Agenda Item E Page 2 The City Manager, City Attorney, and Chief of Police have reviewed and vetted the Memorandum of Understanding describing operational guidelines between the City and the County of Orange, covering use of the AIertOC mass notification system. FINANCIAL IMPACT: None. In fact, by abandoning our use of the Reverse911®system and adopting the `free-of-charge' AIertOC system, the City will save approximately $5,000.00 annually in Reverse911®maintenance fees. RECOMMENDATION: Staff recommends the City Council authorize the City Manager to sign the attached MOU, with effective dates beginning July 29, 2008. The signing will trigger the installation and implementation of the AIertOC mass notification, emergency warning system to be used by the police department. SUBMITTED BY: NOTED AND APPROVED: .`J,~--~C~~, F°~ eNrEIG ~1, a~<P~ t1z ~~r ~-~ Jeff Kirkpatrick, Chief of Police David Carmany, City Manager Attachments: A. Countywide Public Mass Notification System Policy and Guideline B. MOU Between the County of Orange and Participants for Use of Countywide Mass Notification System RESOLUTION NUMBER 5765 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL BEACH, CALIFORNIA ENTERING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SEAL BEACH AND THE COUNTY OF ORANGE FOR THE USE OF THE COUNTY'S AlertOC MASS NOTIFICATION EMERGENCY WARNING SYSTEM. WHEREAS, A decade ago, the City of Seal Beach purchased an emergency warning system for use by the police and other city departments to convey instant messages to the community. That system, the Reverse911®, has been used on many occasions to alert the community to immediate emergencies. However, the technology is now obsolete and far less effective than other technologies available; and WHEREAS, following recent disasters in our own nation and around the world, the County of Orange Emergency Management Bureau, on behalf of all Orange County communities, embarked on a study of available emergency warning system technologies and using emergency management grants to fund this program and distribute it to all communities within the County without any fee chose the Connect-CTY° technology, tailored it to this county's needs, and renamed it A/ertOC, and WHEREAS, The City Manager, City Attorney, and Chief of Police have reviewed and vetted the Memorandum of Understanding describing operational guidelines between the City and the County of Orange, covering use of the AIertOC mass notification system.; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE: Section 1. The City Manager is authorized to sign the Memorandum of Understanding between the City of Seal Beach and the County of Orange for the use of the County's AlerfOC Mass Notification emergency warning system. Section 2. The City Manager is authorized to begin implementation procedures to bring the AIertOC mass notification emergency warning system to the City of Seal Beach. PASSED, APPROVED AND ADOPTED by the City Council of Seal Beach, at a meeting hereof held on the 28th day of Julv , 2008 by the following vote: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAIN: COUNCILMEMBERS Mayor ATTEST: City Clerk Resolution Number 5765 STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Linda Devine, City Clerk of the City of Seal Beach, California, do hereby certify that the foregoing resolution is the original copy of Resolution Number 5765 on file in the office of the City Clerk, passed, approved, and adopted by the City Council of the City of Seal Beach, at a regular meeting held on the 28th day of Julv , 2008. City Clerk Cc~~~~ ~xeel~lt~z~e Countywide Public Mass Notification System Policy and Guideline Effective: June 30, 2008 I. PURPOSE The purpose of this document is to provide governance and guideline on the use and administration of a County of Orange, Countywide Public Mass Notification System, hereinafter referred to as "System". This document is intended to be general, describing countywide policies, jurisdictional roles and responsibilities and activation guidelines rather than specific step-by-step procedures. The step-by step procedures for activation and use will be maintained in a separate document maintained by the Orange County Sheriff's Department Emergency Management Bureau as part of the County's overall planning and response efforts. 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, the Emergency Alert System, sirens and route alerting. 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 from county and participating city 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, a-mail and/or text. The County of Orange, County Executive Office (CEO), 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 9 7/9/2008 ~©~n ~xec~~z~~ Countywide Public Mass Notification System Policy and Guideline III. GOVERNANCE The County of Orange CEO\Chief Information Office will manage the Mass Notification System as a countywide asset under the rules and protocols approved by the Emergency Management Council (EMC) and Operational Area (OA) Executive Board, 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. The County of Orange, CEO\Chief Information Office 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 contract provisions or the EMC/OA Executive Board-approved protocols are made by any individual or Agency, the County of Orange, CEO\Chief Information Office reserves the right to disable that individual's or Agency's login(s). IV. GENERAL SYSTEM FEATURES At minimum, the CEO 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, a-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 K. Capable of identifying special needs populations such as those who may need special care during an emergency Page 2 of 9 7/9/2008 ~Q~1r~~?~t` ~`~+t~Z~~G Countywide Public Mass Notification System Policy and Guideline 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 resident population they are responsible to make protective action recommendations for. An Agency may participate in the countywide System at no charge when used for emergency purposes. Agencies 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. It is recommended that each participating Agency develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. 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, California State University, Fullerton and University of California, Irvine. Each participating Agency will maintain, at minimum, a Local Agency Administrator responsible for implementing and administering use of the System at the local level. A. 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 within a short timeframe, and (2) communicating with safety-responder staff, volunteers and involved parties about an approaching or present emergency event. Emergency Public Notifications are limited to: 1. Imminent or perceived threat to life or property 2. Disaster notifica#ions 3. Evacuation notices 4. Public health emergencies 5. Public safety emergencies 6. Any notification to provide emergency information to a defined community 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, missing child, notification of closure of the incident). 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? Page 3 of 9 7/9/2008 Ca~~nt~ Exec~u'ue t?,ee Countywide Public Mass Notification System Policy and Guideline 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? If the answer to ALL of these questions is "Yes", then an activation of the Mass Notification System for emergency purposes is warranted. Emergency Response Notifications are limited to: 1. Contacting first responders to advise of an emergency 2. Contacting first responders to report for duty due to an emergency 3. Contacting key staff regarding an emergency or crisis situation 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. Always provide a phone number or website where the public can obtain additional or updated information 4. An all clear notification should be sent when applicable B. Inter-Department Communication Participating 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. C. Non-Emergency Public Use . Use of the Mass Notification System for non-emergency public announcements requires pre-authorization from the local Agency. Non-emergency use shall be consistent and in compliance with the non-emergency guidelines included within. 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. Costs. Page 4 of 9 7/9/2008 CQ~n E~ee~~e a,~,~i~~ Countywide Public Mass Notification System Policy and Guideline 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 Non-emergency considerations: 1. Citizens can become desensitized to too many government messages 2. Clearly identify sender or announcement as non-emergency VI. AUTHORIZED SYSTEM USERS In general, those authorized to make notifications will be officials in the local police, fire and city manager departments. County Administrator: The CEO\Chief Information Office 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: County Coordinated Communications Center Control One and Emergency Management Bureau 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. Local Agency Administrator: A minimum of one designated Local Agency Administrator will be required for each Agency participating in the countywide System. Local Agency Administrator responsibilities are covered in section IX. System Administration and Operation. Local Agency User: Participating Agencies may have an unlimited number of Local Agency Users. Local Agency Users will have access to resident contact records within their jurisdiction as well as neighboring jurisdictions with an established MOU agreement. Local Agency Users will be authorized and managed by the Local Agency Administrator and may have varied system permissions. . 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 and volunteer call-outs. VII. ACTIVATION OF THE SYSTEM Each Agency 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 Page 5 of 9 7/9/2008 ~Q~~ E~eeut~'ve Countywide Public Mass Notification System Policy and Guideline County Sheriff's Department Emergency Management Bureau. Detailed activation procedures shall be included in Local Agency Operating Procedure documents. 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: Health Officer Countywide order). Upon sending a countywide notification, Orange County Sheriff's Department Emergency Management Bureau will, as soon as possible, advise the appropriate local Agency that mass notifications have been sent by the County to residents of their cities. 2. Other than regional emergency notifications, public notifications are the responsibility of the individual Agency. 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: Unless otherwise agreed by the Sheriffs Department and the City, unincorporated neighborhoods embedded within City limits will receive mass notification of local city emergency activity from City Officials when the County EOC is not activated. 3. For an Agency 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. 4. 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. 5. 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. It is the sole responsibility of each participating Agency to maintain these lists and to launch notifications as deemed necessary. VIII. COSTS The County of Orange agrees to fund the System for notifications classified as "emergency use". The County of Orange also agrees to continue to purchase updated E911 telephone data and geographic maps. Costs associated with use of the System for non-emergency activity is the responsibility of the.local Agency through separate contract with the mass notification Vendor. Page 6 of 9 7/9/2008 ~QU~ ~xe~u~'~e Off~ee Countywide Public Mass Notification System Policy and Guideline 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 County of Orange, CEO\Chief Information Office, 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 CEO, public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated local administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 6. Testing: facilitate routine System-wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and citizen web portal. 8. System support: provide support to Local Agency Administrators. B. Local Agency Administrator Participating Agencies agree to appoint a designated Mass Notification Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the Mass Notification System at the local level. Local Agency Administrator shall act as the Agency's central point of contact and will work collaboratively with the County Administrator to insure local use of the system is within policy and MOU guidelines. Local Agency Administrator is responsible for: 1. Contract acquisition if Agency will use the system for non-emergency purposes. 2. Local Agency Mass Notification Operating Procedure development and management. 3. Use compliance: routine monitoring to ensure System is used within the conditions and terms of this document and associated MOU. 4. Access management: local user account distribution and management, record management of MOU(s) and signed end user P&P. 5. Data management: perform routine data management, error-correcting and data integrity updates to System contact and geo-coded map data. Page 7 of 9 7/9/2008 Co~tnt~ ~xeezrit~'ue O,'ee Countywide Public Mass Notification System Policy and Guideline 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 CEO 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. Agency -Any organization within the County of Orange who is responsible for protecting a resident population and has a dedicated public safety answering point (PSAP). Jurisdictionally this includes Orange County's incorporated cities, unincorporated area, the University of California, Irvine and California State University, Fullerton. 2. System -All components of the Mass Notification System including hardware, software, access portals, contact data and GIS maps. 3. Resident -Comprises households and businesses. 4. 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 apre-defined call list when a pc or Internet connection is not available. Page 8 of 9 7/9/2008 CQUr>e ~x~~~e Countywide Public Mass Notification System Policy and Guideline Revision History: Revision Date Author Descri tion A ril 18, 2008 PMNS Poli Committee Document on inated Ma 19, 2008 PMNS Executive Review Team Non-emer en session termination in Section V., Item C. June 16, 2008 Teara LeBlanc Exce tion clause in Section VII, Item A., bullet 2. Page 9 of 9 7/9/2008 MOU BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated ,which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the undersigned municipalities and higher education districts responsible for protecting a resident population and maintaining a dedicated public safety answering point (PSAP)within the County of Orange, hereinafter referred to individually as "PARTICIPANT" or collectively as "PARTICIPANTS." This MOU is intended to establish governance and terms of use for a Countywide Public Mass Notification System. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System ("System") for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, the County is making use of the System available to all cities and agencies within the County of Orange who have the responsibility of protecting a resident population and maintaining a dedicated public safety answering point (PSAP); and WHEREAS, COUNTY entered into Orange County Price Agreement no. N1000009880 ("Agreement"), attached hereto as Exhibit A, for the provision of Public Mass Notification System Services with The NTI Group, Inc. ("NTI") on or about May 6, 2008 to disseminate critical, time-sensitive emergency information to COUNTY's citizens and businesses through phone and a-mail devices for emergency notification purposes; and WHEREAS, NTI agrees to provide to PARTICIPANTS the services agreed to by NTI and COUNTY as contained under the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the Agreement, to use the System in compliance with all usage agreements identified and incorporated herein as Exhibit A (Orange County Price Agreement no. N1000009880), Exhibit B (Nondisclosure Document), and Exhibit C (Countywide Public Mass Notification System Policy and Guideline), and the terms of this MOU to receive the benefits under the Agreement. NOW, THEREFORE, the parties agree as follows: Page 1 of 5 I. Definitions: "Agreement" shall refer to Orange County Price Agreement no. N1000009880 between COUNTY and NTI. The Agreement is attached to this MOU as Exhibit A. "Countywide" shall mean all geographic locations in Orange County, California. "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "Emergency notification situation" shall mean instances when emergency information is to be distributed through the System. "Non-emergency information" shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT'S jurisdiction to justify the use of the System to distribute such information. "Non-emergency notification situation" shall mean instances when a PARTICIPANT deems non-emergency information to be of significance to a PARTICIPANT' S jurisdiction and the PARTICIPANT uses the System to distribute such information. "System" shall mean the Public Mass Notification System as provided by NTI to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and a-mail communications to citizens and businesses as permitted under the Agreement. II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, Page 2 of 5 subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from and shall expire on June 30, 2012, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six month advance notice per the termination terms found in Pazagraph IX. Termination, below. IV. Scope of Services: PARTICIPANTS shall receive from NTI the same services provided by NTI to the COUNTY under the Agreement. COUNTY's involvement in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. PARTICIPANTS and NTI acknowledge and agree that any actions taken by NTI or any PARTICIPANT under the scope of the Agreement and this MOU aze the responsibility of NTI and the respective PARTICIPANT. V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Pazagraph X. Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or Participant access account termination. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter-departmental resources and/or emergency information to the public in emergency notification situations. PARTICIPANTS may .arrange for the use of the System with NTI to distribute non- emergency information. However, any agreement reached between NTI and any PARTICIPANT for the use of the System for non-emergency notification situations shall exist only between NTI and the PARTICIPANT. In accordance with Paragraph II. Hold Harmless, above, COUNTY shall be held harmless and indemnified by the PARTICIPANTS and NTI from any actions whatsoever arising from any PARTICIPANT'S use of the System for non-emergency services. Page 3 of 5 All PARTICIPANTS have read and accept the terms and conditions found in COUNTY'S "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit C. VI. Compensation: All compensation owed by PARTICIPANTS to NTI shall be made between PARTICIPANTS and NTI. VII. Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: COUNTY: County Executive Office Mass Notification System Program Manager 10 Civic Center Plaza Santa Ana, Ca 92701 Teaza.leblanc@ocgov.com PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VIII. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX. Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Pazagraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non-PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter-departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi jurisdictional notification use as needed. Page 4 of 5 Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior to terminating the Agreement. All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY, this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as ofthe dates opposite the signatures. COUNTY OF ORANGE By: Date: Thomas Mauk, County Executive Officer County of Orange PARTICIPANT: By: Date: Authorized Signature Print Name and Title Page 5 of 5 AIertOC Enrollment Packet PURPOSE: The County of Orange is leading the implementation of a countywide public mass notification system for the primary purpose of delivering critical, time-sensitive communication to the public during local, multi-jurisdictional and regional emergency events. Orange County's unincorporated cities, California State University, Fullerton and California University, Irvine are invited to use this System per the associated MOU agreement. The intent of this package is to provide required information and documents to interested entities so that they may sign-up to access the System. INSTRUCTIONS: 1. Review and become familiar with governing documents. 2. Have a person of authority sign the MOU Agreement (City Manager, Dean, etc.). 3. Identify a primary and backup local system administrator who will be responsible for coordinating, managing and carrying out use of the mass notification system locally. 4. Complete AIertOC Participant Enrollment Form 5. Mail signed MOU and Enrollment Form to: County of Orange CEO\Chief Information Office ATTN: Teara Le Blanc 10 Civic Center Plaza Santa Ana, Ca 92701 6. Attend Local Administrator Meeting on July 29th, gam-10:30am 7. For additional information contact Teara Le Blanc, 714-834-7079 RELATED (ATTACHED) DOCUMENTS: # Document Purpose 1. MOU Agreement Agreement between county and participating entity on use of the System 2. Usage Policy Provides general policy and guidelines on System use and entity responsibility 3. Mass Notification Contract with Mass Notification System Service Provider, NTI Vendor Contract Group, Inc. 4. E911 Disclaimer Disclaimer from AT&T on the appropriate use of E911 contact data 5. Enrollment Form Information req'd to create local administrator accounts and customize system setup preferences 6. FAQ'S Answers to already asked or anticipated questions AIertOC Participant Enrollment Form PARTICIPANT NAME: (City, UCI or CSUF) ASSIGNED DEPARTMENT: Primary ~ Secondary Name: Name: OCAL L Title: Title: ADMINISTRATOR Address: Address: E-Mail: E-Mail: Phone: Phone: ^ Emergency Notifications to the Public TYPE OF USE ^Non-Emergency Notifications to the Public (see nnou and Vendor Agreement for cost associated with non-emergency use) (please select all ^ First Responder Notification that apply) ^ Inter- Department Communication Select languages which will be used to send public notifications (select up to three) ^ English ^ Spanish ^ Vietnamese Other Caller-ID phone number: SYSTEM PREFERENCES E-mail address ID: (information in this section is specific E-mail display name: and customizable Default map center for geo-~ for each participant) Calling: City Website URL: Web portal contact # E-mail address for web portal Completed By: Date: SYSTEM PREFERENCE DESCRIPTIONS i n e taoie oeiow aescripes ine airrereni settings ana prererences for the AIertOC system. ~ 1 Caller ID phone number A valid city phone number (10-digits) that is displayed on Caller ID devices and cell phones. It is recommended that this phone number setting is used consistently, so that constituents recognize the same phone number over time. Note that any text tag displayed on Caller ID devices for the phone number is controlled by the telephone company. The text tag is the text description published by the phone company for the phone number. 2 E-mail address ID A valid city a-mail address that is displayed in the'From' field of all a-mail notifications sent from the Connect-CTY service. If a constituent replies to the a-mail notification, the city will receive the a-mail from the constituent. If not set, the default a-mail address used is email@ntigroup.com (will be changing to email@blackboardconnect.com). This a-mail box is not monitored. 3 E-mail display name A text tag inthe a-mail 'From' field that identifies the sender. If not set, the default a-mail display name is set to the city name (e.g., City of ABC). 4 Default map center for geo-calling A valid city physical address that is used as the default address for the map center when using the geo-calling feature. 5 City website address for web portal A valid city website address which contains the link to the Connect-CTY web portal (usually the main city website). 6 Web portal phone number A valid phone number that is included in the body of the e- mail confirmation sent to a constituent when signing up via the web portal. This can be the same phone number used in #1. Note that the phone number is also inserted in the'Terms of Use' for the web portal. Confirmation a-mails are only sent if a web portal a-mail address is set (see #7). 7 Web portal a-mail address A valid a-mail address included in the body of the a-mail confirmation sent to the constituent who signed up via the web portal and provided an a-mail address in their contact information. 7 Web portal a-mail address (cont.) When this a-mail address is set, a confirmation a-mail is sent whenever a constituent adds, edits, or deletes their information via the web portal. Note that the a-mail address is also inserted in the'Terms of Use' for the web portal. 8 Language Preference for web portal English is set as the default language. Additional language(s) provided will be listed in a pull-down menu when a constituent signs up via the web portal. The language preference is stored in the web portal record created for the constituent, and works with the 'Language' • filter in the Connect-CTY interface. Answers to Already Asked and/or Anticipated Questions 1. Is the System implemented at the County EOC? The System has been implemented for County EOC use and key staff has been trained. 2. Is the System ready to be implemented at the City level? No. County Board of Supervisor approval of the MOU agreement was rescheduled to the July 22"d meeting so that a change in the indemnification section of the document, recommended by the City of Seal Beach, could be incorporated. This has caused a minor schedule delay, but serves all cities well. 3. Why is this enrollment package being distributed if the MOU isn't scheduled to be approved by the Board of Supervisors until July 22nd? The MOU has been approved by County legal counsel and County risk management. The intent of distributing this enrollment package earlier rather than later is to allow Cities who have indicated enthusiasm of getting a mass notification system in place to begin internal review, approval and planning. 4. What is the purpose of the Local Administrator meeting on July 29tH? ^ To distribute Connect-CTY Local Administrator Welcome Material ^ To provide a demonstration of the Systems configuration • To discuss the role of System Administrators ^ To coordinate implementation of the System at the local level ^ To share the plan for public awareness activity ^ To discuss System testing 5. When will City staff receive training? After County BOS MOU approval and upon County receipt of a signed MOU and enrollment form from City, Local Administrators will receive a System user account and Vendor contact name and number to schedule System training. If possible, and depending on the number of persons trained per City, Connect-CTY would like to train a few cities at a time. Local Administrators will be responsible for coordinating training for their city users. 6. How will the Public become aware of the System? ^ A meeting is scheduled July 14th with County and City PIO's to begin initial discussion and coordination of AIertOC public awareness effort. Even though the County has implemented the System at the EOC, public awareness effort has been placed on hold until this effort can be coordinated to reduce citizen confusion. 7. Who created the mass notification system usage policy document? County and City emergency management staff worked together to develop the AIertOC usage policy. IT was then reviewed and approved by asub-committee of EMC staff. 8. Will the phone message to residents come from a City Official or from the County? In general: ^ for local emergencies it will come from a City Official ^ for regional emergencies it~ will come from County OA staff • for all other communication it will come from a City Official For detailed information, please see the usage policy. 9. How will Cities get information for their website? • Each city will have a unique URL link to its AIertOC web portal; this information will be provided upon receipt of a signed MOU and enrollment form ^ City staff can work directly with Connect-CTY to make minor customizations to their - portals if desired ^ An AIertOC logo and website called www.AlertOC.com is being created and will be shared when complete. 10. Who do we contact to purchase non-emergency use of the System? Chad Castruita Regional Director Blackboard Connect 818-808-1780 11. Was E911 data purchased for all households within Orange County? How often is it going to be updated? Yes, E911 data was purchased from AT&T and Verizon and provides contact information for all of Orange County's households registered in the 911 database. The current plan is to purchase updates quarterly. Upon use of the System, this will switch to monthly if deemed appropriate. 12. Will County staff be able to see all City contact information stored in the System? No. The System has been configured to only share household data amongst County/City users. City Department data will not be visible unless the City specifically provides access. NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, AND THE COUNTY OF ORANGE CALIFORNIA THIS AGREEMENT, effective this 26th day of June , 2008, ("Effective Date') is between PACIFIC BELL TELEPHONE'COMPANY dba SBC CALIFORNIA, a Califomia corporation (hereinafter "SBC Califomia'), County of Orange (hereinafter 'Customer) and NTI Group, Inc. (hereinafter "Subcontractor'). 1. Customer has requested Neighborhood Call service from SBC Califomia 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. A9.2.8. 2. Customer has identified Subwntractor as its agent for obtaining Neighborhood Call subscriber information from SBC Califomia for provision of community alerts and notifications to citizens as defined in Califomia Public Utilities Commission Code Sections 2872 and 2891.1 and as allowed in SBC California's Tariff, CAL.P.U.C. NO. A9.2.8. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information, Customer shall provide SBC Califomia written notice of such change 30 days in advance of Subcontractors 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 A9.2.8B.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 Customers 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 Califomia 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 informatron 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. A9.2.8.6.2.b for Neighborhood Call Tariff. Notwithstanding the preceding sentence, Subcontractor agrees that no Neighborhood Call subscriber information will shared with any non-employee of Subcontrector, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a NondisGosure Agreement with SBC Califomia. 5. This Nondisclosure Agreement shall tie in effect from the Effective Date until such time that Customer terminates fts request for Neighbofiood Call service from SBC Califomia or Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information. Subcontractors 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 Califomia 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 arty Information. 7. This NondisGoaure Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries, affiliates, sucxessore and assigns. 8. This NondisGosure Agreement shall be governed by and construed in accordance with the laws of the State of Califomia, irrespective of its choice of laws principles. [SIGNATURE PAGE FOLLOWS] PACIFlG BELL TEt.EPHONE COMPANY dba SBG CALIFOfiN(A By: Print Name: Title; Date Signed: XXXX (Subcontractor andlor Agent) By: Print Name: Title: Date Signed: XXXX (Customer) „` Print Name: Teara Le Bianc Title Program Manager Date Signed: June 30.2008 CorrrR~-C~r FOR PUBLIC MASS NOTIFICATION SYSTEM WITH THE NTI GROUT, INC. Contract Recitals ..................................................................................................................................................4 Articles .................................................................................................................................................. 4 Definitions ............................................................................................................................................. 4 General Terms and Conditions A. Governing Law and Venue .............................................................................................................. 4 B. Entire Contract ..................................................................................................................................4 C. Amendrnents ..................................................................................................................................... 5 D. Taxes ................................................................................................................................................ 5 E. Delivery ............................................................................................................................................ 5 F. Acceptance/Payment ......................................................................................................................... 5 G. Warranty ........................................................................................................................................... 5 H. Patent/Copyright Material/Propriety Infringement .......................................................................... 6 I. Assignment orSub-contracting .......................................................................................................... b J.Non-Discrimination ...........................................................................................................................6 K. Termination ...................................................................................................................................... 7 L. Consent to Breach not Waiver .......................................................................................................... 7 M. Remedies Not Exclusive .................................................................................................................. 7 N. Independent Contractor .................................................................................................................... 7 O. Performance ..................................................................................................................................... 7 P. lndemnificationlInsurance ........................ ........................................................................................ 7 Q. Bills and Liens .................................................................................................................................10 R. Changes ............................................................................................................................................ ] 0 S. Change of Ownership .......................................................................................................................10 T. Force Majeure ...................................................................................................................................10 U. Confidentiality ... ..............................................................................................................................10 V. Compliance with Laws ....................................................................................................................10 W. Freight ............................................................................................................................................. ] 0 X. Pricing .............................................................................................................................................10 Y. Waiver of Jury Trial ......................................................................................................................... l l Z. Terms and Conditions ...................................................................................................................... i 1 AA. Headings ........................................................................................................................................ l l BB. Severability .................................................................................................................................... l l CC. Calendar Day .................................................................................................................................11 DD. Attorney Fees ...............................................................................................................................11 EE. Interpretation .................................................................................................................................. l ] FF. Authority ................................................................... ..................................................................11 GG. Employee Eligibility Verification ................................................................................................. ] 1 Additional Terms and Conditions 12 1. Scope of Contract .......................................................................................................................... 2. Term of Cvntract ........................................................................................................................... 12 3. Fiscal Appropriations .................................................................................................................... l2 4. Precedence ..................................................................................................................................... ] 2 5. Compensation ................................................................................................................................ 12 6. Project Manager- County/Contractor ........................................................................................... 12 7. Contractor Personnel ................................................................................................................... 12 8. Reports/Meetings ........................................................................................................................... ] 3 connect r~iooooo9ssa 2 9. Contractor's Records .....................................................................................................................13 tn_ Conflict of Interest -Contractor ................................................................................................... i3 11. Ownership of Documents .............................................................................................................. is 13 12. Data-Title to ................................................................................................................................... 13. Breach of Contract.. ....................................................................................................................... 13 14 14. Contract Disputes .......................................................................................................................... 14 1 S. Stop Work ...................................................................................................................................... I b. Termination ... Orderly ................................................................................................................... 14 14 17. Notices ........................................................................................................................................ l S 1 S. Incorporation ................................................................................................................................. 15 19. Usage ............................................................................................................................................. 15 20. Audits/Inspections ......................................................................................................................... 16 21. Conditions Affecting Work ........................................................................................................... 16 22. Documentation ............................................................................................................................... ' 16 s Expense ..................................................................................................................... 23. Contractor 16 24. Gratuities ....................................................................................................................................... : 16 ................................... 25. Authorization Warranty ............................................................................. 16 26. News/Irtformation Release ............................................................................................................. County of Orange Child Support Enforcement Requirements ...................................................... 27 lb . 17 28. Publication ..................................................................................................................................... 17 29. Errors and Omissions ..................................................................................................................... 17 30. Web Link ....................................................................................................................................... 17 31. Security ......................................................................................................................................... 18 Transmission of Messages; Data ................................................................................................... 32 . 1$ Limitation of Liability ................................................................................................................... 33 . 34. Cooperative Agreement ................................................................................................................. 18 19 Contract Signature Page ................................................................................................................... Attachments A Scope of Work ......................................................................... ................................:..................... 20 B Cost/Compensation for Contractor Services ........................... ...................................................... 24 . C. D Staffing Plan ............................................................................ Implementation Plan/Project Schedule .................................... ...................................................... ...................................................... 26 27 . E Support Services ...................................................................... ...................................................... 37 . F Acceptance and Testing Procedures ........................................ ...................................................... 38 . G. Training ................................................................................. .... ................................................. 40 Exhibits 1. Blank County of Orange Child Support Enforcement Certification Requirements Form ............. 41 CONTRACT This Agreement, (hereinafter referred to as "Contract"), to provide a Public Mass Notification System, made and entered into as of the date fully executed by and between The NTI Group, Inc., with a place of business at l 5301 Ventura Blvd., Building B, Suite 300, Sherman Oaks, CA 91403, (hereinafter referred to as "Contractor"), and the County of Orange, a political subdivision of the State of California, (hereina$er referred to as "County") which may be referred to individually as "Party" or collectively as "Parties" RECITALS WHEREAS, Contractor responded to a Request for Proposal (REP} to provide a Public Mass Notification System, as further set forth herein; and WHEREAS, the Contractor responded and represented that its proposed services shall meet or exceed the requirements and specifications of the RFP; and WHEREAS, the County of Orange Board of Supervisors has authorized the Purchasing Agent or his designee to enter into a Contract to obtain a Public Mass Notification System; NOW, THEREFORE, the Parties mutually agree as follows: ARTICLES Definitions: 1. Update. The term "Update" shall mean any bugs, patches, fixes, enhancements, improvements to the system. 2. Upgrade. The term "Upgrade" shall mean platform changes, addition of new modules or new integration points or the creation of new versions. 3. Documentation. The term "Documentation" shall mean all written and electronic manuals, training material, or other associated printed materials and updated versions thereof, which are necessary or useful to the County in its use of the Solution provided hereunder 4. Solution. The term "Solution" shall mean the entire Public Mass Notification Solution, inclusive of system access, training, documentation, and support. General Terms and Conditions A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. Furthermore, the Parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. B. Entire Contract: This Contract, and its Attachments, which have been incorporated, when accepted by the Contractor either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire Contract between the Parties with respect to the matters herein and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of equipment, shall not be valid or binding on County unless accepted in writing by the County's Purchasing Agent or his designee, hereinafter "Purchasing Agent". contract Nlo0aoa9sso 4 3nsro8 C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the Parties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, ahernatives, substitutes or revisions are valid or binding on County unless authorized by County in writing, D. Taaes: Unless otherwise provided herein or by [aw, price quoted does not include California state sales or use tax. E Delivery: Time of delivery of goods or Services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or description, or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shal I not bind County to accept future shipments, nor deprive it of the right to return goods already accepted, at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods, or services, have actually been received and accepted in writing by County. F. Acceptance/Payment: Unless otherwise agreed to in writing by County, acceptance of the Public Mass Notification Solution shall not be deemed complete unless in writing and until all the goodslservices have actually been received, inspected, and tested to the satisfaction of County, including but not limited to the testing set forth in accordance with Attachment F for the Software. In the event that this Contract is terminated by County prior to acceptance of the Software, County shall return the Software to Contractor and shall not be required to pay any charges, fee, rates, hourly bills, invoices or any other monies for any services rendered to the County under this Contract prior to the date of termination. County agrees that it may not utilize the Public Mass Notification Solution for any purpose other than testing unless it has provided its acceptance in accordance with this paragraph. G. Warranty: Contractor represents and warrants that the CTY Service will perform in a commercially reasonable and professional manner and will conform substantially to the description of the service as described in Section 1. The County accepts that the CTY Service is not intended to replace notification to First Responder services (such as, for example purposes only, 9I 1, fire, police, emergency medical, and public health), which should have already been notified and deployed. Moreover, the County accepts that the CTY Service is not designed for use in any situation where failure of the CTY Service could lead to death, personal injury, or damage to property. Contractor will use commercially reasonable efforts to assure that the CTY Service remains available for access by County twenty four (24) hours per day, seven (7} days per wcek, three hundred sixty-five (365) days per year, excluding scheduled maintenance. In the event the CTY Service experiences unscheduled unavailability, Contractor will notify the party/parties responsible within twenty-four (24) hours and cooperate with the party/parties to resolve such problem as soon as possible. In the event that the CTY Service fails to comply with the above warranty, the County shall promptly inform Contractor of such fact, and Contractor, upon receipt of such notice and at its expense, will use commercially reasonable efforts to correct any verifiable errors (by repair, replacement or re-performance) so that the CTY Service complies with such warranty as soon as possible, but not more than thirty (30) days after written notice from the County ("Cure Period"). In the event that such repair or replacement cannot be done within the Cure Period, then the County, at its sole option, may either: (i} extend the time for Contractor to correct such breach, if correction is commercially reasonable; or (ii) terminate the Contract; in which case, in addition to any other right or remedy the County may have, Contractor shall refund to the County the prorated sum of monies paid but not utilized hereunder. a. Contractor will have no obligation with respect to the foregoing limited warranty to the extent the error or noncompliance was caused, in whole or in part, by the negligence or improper use of the CTY Service by the County or a third party, or a breach by the County of its obligations under this Contract. Nor will Contractor be responsible for delays, errors, failures to perform, interruptions or disruptions in the services contemplated under this Contract caused 6y or resulting from any act, omission or condition beyond Contractor's reasonable control, whether or not foreseeable or identified, including without limitation, the loss of, or improper access to Recipient Data, unauthorized access or interception of such data, transmission errors or corruption or security of information carried over telecommunication lines, failure of digital transmission links, hostile network attacks or network congestion, or acts of God, strikes, lockouts, riots, acts of war, governmental regulations, shortage of equipment, Co>wact N I OOO009880 5 385/08 materials or supplies, fire, power failure, earthquakes, severe weather, floods or other natural disaster or die County's, a User's or any third party's applications, hardware, software or communications equipment or facilities. b. Except as expressly stated otherw~ in this Contract, the CTY Service is provided "AS IS" with no guarantee that it is error free, will perform or be uninterrupted, or that defects can or will be corrected. Contractor makes no warranties, express or implied, with respect to the CTY Service, including without limitation, in connection with third party applications, and Contractor specifically disclaims all other warranties regarding the CTY Service including any implied warranties of merchantability or fitness for a particular purpose, or any warranties arising from a course of dealing, course of performance, usage of the trade or trade practice. 1-I. Patent/CopyrigLt MaterialalProprietary Infiiagement: Contractor will defend or settle any action brought against the County to the extent that it is based upon a claim that the CTY Service, as provided by Contractor to the County under this Contract and used within the scope of this Contract, infringes any copyright, trade secret, U.S. patent or other proprietary right. Contractor's obligations hereunder are contingent on the following conditions: 1. The County must notify Contractor in writing promptly after County becomes aware of a claim or the possibility thereof; and 2. The County will cooperate with Contractor in the settlement, compromise, negotiation, and defense of any such action. Contractor will reimburse County for reasonable out of pocket expenses that it incurs providing that assistance; and 3. The County must provide Contractar with all information related to the action that is reasonably requested by Contractor; and 4. If as a result of an infringement claim the County's use of some or of all the CTY Service is enjoined by a court of competent jurisdiction, Contractor will at its option and at expense either: a. Modify or replace either all or the infringing parts) of the CTY Service so that they are no longer infringing, provided that the so modified CTY Service is functionally equivalent in all material respects to the infringing parts of the CTY Service; or b. Procure the right for Contractor to continue using the infringing part of the CTY Service; or c. If neither of the foregoing options is available to Contractor using commercially reasonable efforts, Contractor will terminate the Contract and promptly refund to the County all amounts paid by the County to Contractor, with respect to such affected service. 5. Contractor shall not be liable hereunder for any settlement made by County without Contractor's advance written approval or for any award from any action in which Contractor was not granted control of the defense. I. Assignment ar Sub-contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of anti-discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor Code. Contract Nr000009880 6 3nsroa K. Terminatlon: Termination for Convenience. The County can terminate this Contract for convenience by giving Contractor thirty (30) days prior written notice of termination, provided, however, that, the County agrees that in the event of such Termination for Convenience, the County will pay to Contractor all costs incurred by the Contractor and accepted by County in providing the CTY Service to the County to the date of such termination. These costs will specifically include vne hundred percent of the cost incurred by the Contractor for licensing data to the County, and arty other verifed costs incurred by Contractor, which will be prorated to the date of termination, provided however, that the aggregate of such costs will not exceed the annual Service Fee. Termipa„~ion With Cause. Either party may terminate the Contract in the event of a material breach by the other parry, which breach remains uncured for ten (10) days fallowing written notice to the breaching party. In the event of a termination by County for an uncured material breach, the County will receive a pro rata refund of any amounts paid but not utilized hereunder. L. Consent to Breach Not Waiver: No term or provision of this Contractor shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. M. Remedies Not E=clnsive: The remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contn3ct does not preclude resort by either Party to any other remedies provided by law. N. Independent Contractor: Contractor shall be considered an independent Contractrn and neither Contractor, its employees nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor its employees nor anyone working under Contractor, shall qualify for workers' compensation or other fringe benefits ofany kind through County. O. Performance: Contractor shall perform al! work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services famished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workman- like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shalt be fully responsible far alt work performed by subcontractors. P. Indemnification/Insnrance: INDEIVIIVIFICATIONPROMSIONS Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed ot~icials, ofFicers, employees, agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitses"} harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract, as specified in Attachment A, Scope of Work. ]f judgment is entered against Contractor and County by a court of competent jurisdiction becaux of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither~Party shall request a jury apportionment. INSURANCE PROVISIONS Contn~ct N 1000009880 '] ~~$ Prior to the provision of services under this Contract, the Contractor agrees to purchase all required insurance at Contractor's expense and to deposit with the County Certificates of Insurance, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with and to keep such insurance coverage and the certificates therefore on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. All insurance policies required by this Contract shall declare any deductible or self-insured retention (SIR) in an amount in excess of $25,000 ($5,000 for automobile liability), which shall specifically be approved by the County Executive C-ffice (CEO~Office v£ Risk Management, Contractor shall be responsible for reimbursement of any deductible to the insurer. Any self-insured retentions (SIRS) or deductibles shall be clearly stated on the Certificate of Insurance. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Ouatified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier). Minimum insurance company ratings as determined by the most current edition of the Best's Kev Rstlna Guide/Prooerty-CasuaKv/United States or smbest.com shall be A- (Secure Best's Rating) and VIII (Fnnancia! Size Category). if the carrier is anon-admitted carrier in the state of California, CEO/Office of Risk Management retains the right to approve or reject carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: e e Commercial General Liability with broad form property damage and contractual liability Minimum Limits $1,000,000 combined single limit per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non-owned and hired vehicles Workers' Compensation Employers' Liability Insurance $1,000,000 combined single limit per occun~ence Statutory $1,000,000 per occurrence All liability insurance, except Professional Liability, required by this Contract shall be at least $1,000,000 combined single limit per occurrence. Professional Liability may also be provided on a "claims made" basis. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. The County of Orange shall be added as an additional insured on all insurance policies required by this Contract with respect to •work done by the Contractor under the terms of this Contract (except Workers' Compensation/Employers' Contract N 1000009880 $ 3115108 Liability). An additional insured endorsement evidencing that the County of Orange is an additional insured shall accompany the Certificate of Insurance. AlI insurance policies required by this Contract shall be primary insurance, and any insurance maintained by the County of Orange shall be excess and non-contributing with insurance provided by these policies. An endorsement evidencing that the Contractor's insurance is primary and non-contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability. All insurance policies required by this Contract shall give the County of Orange 30 days notice in the event of cancellation. This shall be evidenced by an endorsement separate from the Certificate of Insurance. In addition, the cancellation clause must include language as follows, which edits the pre-printed ACORD certificate: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT ~b16~,ArT-IAAf-C~ LIA~B"~-O; -AAAF--Ir~i~~~: TIC-zAi~iEFAAi1~, ~ "^~~;~ All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange and members of the Board of Supervisors, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. If Contractor's Professional Liability policy is a "claim made" policy, Contractor shall agree to maintain professional liability coverage for two years following completion of Contract. The Commercial General Liability policy shall contain a severability of interests clause. The Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers' Compensation or be self-insured in accordance with provisions of that code. The Contractor will comply with such provisions and shall furnish the County satisfactiory evidence that the Contractor has secured, for the period of this Contract, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of $1,000,000 per occurrence. Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Contractor fails to provide the insurance certificates and endorsements within seven days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified Offeror. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable certificates of insurance and endorsements with County incorporating such changes within thirty days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract. Contras NI000009880 9 32SJOB The County of Orange Certificate of Insurance and the Special Endorsement for the County of Orange can be utilized to verify compliance with the above-mentioned insurance requirements in place of commercial insurance certificates and endorsements Q. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of paragraph "P" above, indemnify, defend, and hold County harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. R. Changes: Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. S. Change of Ownership: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, the new owners shall be required under terms of sale or other transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. T. Force I19[ajeare: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 (thirty-six) hours of the start of the delay and Contractor avails himself of any available remedies. U. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and infonmation shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. Contractor Information: The County will maintain the confidentiality of Contractor Data, the CTY Service, Account Information, training materials, and the member pages of the Contractor Website {collectively, "~~ Information") with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care, provided, however, that, the County may disclose Confidential Information to the extent required by law or in response to a written Public Records Request under California i.aw. In the event that disclosure is mandated, each Party agrees to provide notice to the other prior to such disclosure together with a list and copies of, all documents that will be disclosed. V. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph "P" above, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. W. Freight (F.O.B. Destination): Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. X. Pricing: The Contract price shall include full compensation for providing all required goods in accordance with required specifications, or services as specified herein or when applicable, in the Scope of Work attached to this Contract, and no additions[ compensation will be allowed therefore, unless otherwise provided for in this Contract. comrsa H:000009880 10 31Z3/Os Y. Waiver of Jury Trial: Each Party acknowledges that it is aware of and has had the opportunity to seek advise of counsel of its choice with respect to its rights to trial by jury, and each Party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any Party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this Contract and /or any other claim of injury or damage. Z. Terms snd Conditions: Contractor acknowledges that it has read and agrees to all terms and conditions included in this Contract. AA. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. BB. Severability: If any teen, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. CC. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. DD. Attorneys Fees: In any action or proceeding to enforce or interpret any provision of this Contract, or where any provision hereof is validly asserted as a defense, each parry shall bear its own attorney's fees, costs and expenses. EE. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their owa choosing, or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other Party hereto or by any person representing them, or both. Accordingly, any rule of law (including California Civil Code Section 1654} or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has draffied it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract. FF. Authority: The Parties to this Contract represent and warrant that this Contract has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. GG. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and •others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statues and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. § 1324 et seq., as they, currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation far all covered employees for the period prescribed by the taw. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any apeged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Contnict N 1000009880 1 t 3/~y/pg Additional Terms and Conditions 1. Scope o#' Contract: This Contract, including Attachments, specifies the contractual terms and conditions by which Contractor shall provide County a Public Mass Notification Solution under a fixed price contract for services as further set forth in this Contract. 2. Term of Contract: The initial tetra of this Contract is for three (3) years effective on the date execution is completed by both Patties, continuing for three (3) years from that date, unless terminated by County. Contract Wray be renewed for up to two (2) additional ortP.year, consecutive terms, upon mutual agreement of the Parties. County is not r+equined to provide a reason, or rationale in the event it elects not to r+eneva the Contract. Approvals are subject to approval by the County Board of Supervisors. 3. Fiscal Appropriations: This Contract is subject to and contingent upon applicable budgetary appropriations being approved by the County of Qrange Board of Supervisors for each year during the term of this Contract. If such appropriations are not forthcoming, the Contract will be terminated without penalty. Contractor acknowledges that funding or portions of funding for this Contract may also be contingent upon the receipt of funds from, and/or appropriation of funds by, the state of California to County. If such funding and/or appropriations are not forthcoming, or are otherwise limited, County may immediately terminate or modify this Contract without penalty. 4. Precedence: The Contract documents consist of this Contract including its Attachments. In the event of a conflict between the Contract documents, the order of precedence shall be this Contract, then the Attachments. 5. Compensation: The Contractor agrees to accept the specified compensation as set forth in Attachment B as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for perfornuurce by the Contractor of all its duties and obligations hereunder. b. County and Contractor Project Manager: The County shall appoint a project manager to act as liaison between the County and the Contractor during the berm of this Contract ("County Project Manager"). The County Project Manager shall coordinate the activities of the County staffassigned to work with the Contractor. Contractor shall appoint a project manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract {"Contractor Project Manager"). Contractor Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County Project Manager. The County Project Manager shall have the right to require the removal and replacement of the Contractor Project Manager from providing services to the County under this Contract. The County Project Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within 14 calendar days after written notice by the County Project Manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of Contractor Project Manager from providing services to the County under this Contract. 7. Contractor Personnel: in addition to the rights set forth in paragraph 6, the County Project Manager shall have the right to require the removal and replacement of airy of Contractor's personnel from providing services to the County under this Contract. The County Project Manager shall notify the Contractor Project Manager in writing of such action. The Contractor shalt accomplish the removal of the specified personnel within one (1) calendar day after written notice by the County Project Manager. The County is not required to provide any reason, rationale or factual information in the event it elects to request the removal of any of Contractor's personnel from providing services to the County under this Contract. Contract N 1000009880 12 3f~SR-b 8. Reports/Meetia~: The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this Contract. The County's Project Manager and the Contractor's Project Manager will meet on reasonable notice to discuss the Contractor's performance and progress under this Contract. If requested, the Contractor's Project Manager and other project personnel shall attend all meetings, The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract. 9. Contractor's Records: The Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stoned in Orange County for a period of four years after final payment is received from the CouMjr. Storage of records in another county will require written approval from the County of Orange assigned buyer. 20. Conflict of l:nteres# - (Contractor): Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents, relatives, sub-tier Contractors, and third parties associated with accomplishing work and services hereunder. Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interest of the County. 11. Ownership of Docaments: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Corltractar without the express written consent of the County, The County acknowledges and accepts that the Connect-CTY Service ("C'TY Service"} and afl documents, data, and other materials provided by Contractor to the County pursuant to the provision of the CTY Service are not purchased or developed with County funds. Accordingly, nothing in this Contract grants or transfers to the County any ownership rights in the foregoing materials. However, any materials provided by the County to Contractor pursuant to the provision of the CTY Service, will belong to the County. 12. Data -Title to: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor suer completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract. 13. Breach of Contract: The failure of the Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: 1. Afford the Contractor written notice of the breach and ten calendar days or such shorter time that may be specified in this Contract within which to cure the breach; and 2. Discontinue payment to the Contractor for and during the period in which the Contractor is in breach; and 3. Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed . pursuant to the above; and Contrux N 1000009880 13 32~Og 4. County may terminate the Contract immediately without penalty. 14. Contract Disputes: A. The Parties shall deal in good faith and attempt to resolve patentiaf disputes informally. }f the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor's Project Manager and the County`s Project Manager, such matter shall be brought to the attention of the County Purchasing Agent by way of the following process: l . The Contractor shall submit to the agency/department assigned buyer a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. 2. The Contractor's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. B. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of Services. The Contractor's failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County Purchasing Agent or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor's demand, it shall be deemed a final decision adverse to the Contractor's contentions. 15. Stop Work: The County may, at any time, by written stop work order to the Contractor, require the Contractor to stop all or any part of the work called for by this Contract for a period of 90 working days after the stop work order is delivered to the Contractor and for any further period to which the Parties may agree. The stop work order shall be specifically identified as such and shall indicate it is issued under this clause. Upon receipt of the stop work order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the stop work order during the period of work stoppage. Within a period of 94 working days after a stop work order is delivered to the Contractor or within any extension of that period to which the Parties shall hake agreed, the County shall either 1. Cancel the stop work order; or Z. Terminate the Contract in whole or in part in writing as soon as feasible. County is not required to provide thirty (30) days notice of the termination of the Contract to Contractor if a stop work has been issued by County. 16. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all aspects, tangible and intangible, as may be necessary for the orderly, non-disruptive business continuation of each Party. 17. Notices: Any and all notices permitted or required to be given hereunder shall be deemed duly given (l) upon actual delivery, if delivery is by hand; or (2) upon delivery by the United States mail if delivery is by postage paid Concha N 1000009880 l4 3!15/08 registered or certified return receipt requested mail. Each such notice shall be sent to the respective Party at the address indicated below or to any other address as the respective Parties may designate from time to time. For Contractor The NTI Group, Inc. 15301 Ventura Blvd., Bldg. B, Suite 300 Sherman Oaks, CA 91403 Attn: Daniel Petersen Phone: 818-808-1452 For Coun County of Orange CEO/IT/Finance & Contracts 1501 E. St. Andrew Place, 2'~ Floor Santa Ana, CA 92705 Attn: Barbara Vcelkel Deputy Purchasing Agent 7148347144 714796-8416 Fax 18. InwrporaHoa: This Contract, its Attachments A through G, are attached hereto and incorporated by reference and made a part of this Contract. 14. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage figures, if provided, are approximate, based upon the last usage. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at prices listed in the Contract, regardless of quantity requested. Z0. Andits/Inspections: Contractor agrees to permit the County's Auditor-Controller or the County's authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or properly of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contact including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an auditor inspection. The County reserves the right to audit and verify the Contractor's records before payment is made, Contractor agrees to maintain such records for possible audit for a minimum of four years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of airy subcontractor related to performance of this Cotrtract. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County's Project Manager. caurea rrtooooo~ssa 1 ~ 21. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 22. 1>bcamentadon: The Contractor shall provide County with and maintain two (2) copies of a comprehensive Solution Documentation manual designed to document the Software functions, guide trained users and train future users as well as providing technical specifcations to allow Software and Solution management by County staff. The Contractor further agrees that the County may reproduce such manuals for its own use in maintaining the Software Products provided hereunder. The County agrees to include the Contractor's copyright notice on any such documentation reproduced in accordance with copyright instructions to be provided by the Contractor. Failure to supply the requested user manuals and other associated printed materials shall be considered a material breach. County may immediately terminate without penalty. 23. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract unless otherwise specified. The County will not provide free parking for any service in the County Civic Center. 24. Gratuities: The Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the County with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the County shall have the right to terminate the Contract, either in whole or in part, and any loss or damage sustained by the County in procuring on the open market any goods or services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the County provided in the clause shall not be exclusive and are in addition to any other rights and remedies provided by taw or under the Contract. 25. Autlroriastion Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority. 26. News/Information Release: The Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from the County through the County's Project Manager. 27. County of Orange Child Support Enforcement Req>wiremeats (Exhibit I -Blank County of Orange Child Support Enforcement Certification Requirements Form): In order to comply with the child support enforcement requirements of the County of Orange, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish to the Deputy Purchasing Agent: A. In the case of an individual Contractor, hisJher name, date of birth, Social Security number, and residence address; Contract NI000009880 1 f 3/25/08 B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or mare in the contracting entity; C. A certification that the Contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and D. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The required certification is listed in Exhibit i. A blank Exhibit I is attached hereto. Failure of the Contractor to timely submit the data and/or certifications required may result in the Contract being awarded to another Contractor. In the event a Contract has been issued, failure of the Contractor to comply with all federal, state, and local reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 60 calendar days of notice from the County shall constitute grounds for termination of the Contract. 2$. Publication: No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except as necessary for the performance of the services of this Contract. All press releases, including graphic display information to be published in newspapers, magazines, etc., are to be administered only by the County unless otherwise agt~eed to by both Parties. 29. Errors slid Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as project manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers arty errors or omissions prior to approving Contractor's reports, files and other written documents, the reports, files or documents wilt be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction. 30. Web Link: Contractor grants to the County a limited non-exclusive, royalty-free license to place one of the digital images of the Contractor's Connect-CTY Sign-up Logo (the "Image"), on an appropriate page of the County's Internet site ("County Site"), with a hyperlink to Contractor's CTY Web Portal ("Link"). 31. Security: All passwords and user names (collectively, "Account Information"), provided by Contractor are deemed Contractor Confrdentfal Information. The County is responsible for (i) knowing who has access to its applications and servers; (ii) keeping track of login accounts; {iii) County-side security with respect to Account Information; (iv) for activities that occur under its account; and (v) providing its Users with notice of the terms and conditions under which access to the CTY Service is granted. The County agrees to {i) immediately notify Contractor of any unauthorized use of Account Information or breach of security pertaining to the CTY Service, Connect N 1000009880 1 ~ 3~23~Q8 and {ii) ensure that Users exit from their accounts at the end of each session. Contractor is responsible for implementing adequate security precautions for matters under its direct control. 32. Transmission of Messages; Data: County will be responsible for the content of the messages transmitted by Users using the CTY Service and agrees not to send communications to a Recipient who "opts-out", i.e., who has indicated that he/she does not wish to receive a communication from the County. The County will only use the Contractor Data to contact individuals pursuant to the use of the CTY Service and is prohibited from downloading or making copies of Contractor Data. Any search and on-screen display functionality is restricted to resolving incidents or assisting an individual or business entity inquiring about the use of its information pursuant to the CTY Service. 33. Limitation of Liability: !f the County suffers damages arising from or relating the CTY Service, then Contractor's aggregate liability to the County will be as follows: (a) For intentional or willful misconduct on the part of Contractor, Contractor's liability will not be limited. (b} For all other misconduct, Contractor's aggregate liability will be limited to the lesser of (i) actual direct damages or (ii) the total fees paid by the County to Contractor under this Contract. In no event will Contractor, its officers, or employees, be liable for any indirect, punitive, reliance, special, consequential, or other damages of any kind or nature whatsoever, suffered by the County or any third party arising out of this Contract or the transactions contemplated hereby, even if Contractor has been advised of the possibilities of such damages or should have foreseen such damages. 34. Cooperative Agreement (Other Orange County Jurisdictions Only) Other jurisdictions within Orange County who have not contracted for their own requirements may desire to participate in this Contract. The Contractor will be requested to service these entities and will be given the opportunity to accept or reject the additional requirements. ]f the Contractor elects to supply the other entities, orders will be placed directly by the entity, and each entity will make payment directly to the Contractor. These entities will hold harmless the County of Orange from ail claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. Conhact N1000009880 18 325108 Contract Signature Page„ The Parties hereto have executed this Contract on the dates shown opposite their respective signatures below THE NTI GROUP, INC.: Sign tre Print Name ire ~~d~ ~~ ~t c~r~~d,.~r~nu-~- Title ~y b$ Date si ature ~Y~,Cr~ ~ r ~~ Print Name Title 7~ `"i ~~' Date * If the contracting party is a corporation, (2) two signatures are required as further set forth in this paragraph. The first signature shall be: (a) the Chairman of the Board; b) the President; ar c) any Vice President. The second signature shall be a) the Secretary; or 2) any Assistant Secretary; or 3) the Chief Financial Officer; or d) any Assistant Treasurer. . .......................................................................................... COUNTY OF ORANGE A political subdivision of the State of California By rz~~~ Date ~1{ J~~ 4 Approved by Hoard of Supervisors on: ~t~~~i~_ APPROVED A3 TO FORM: COUNTY COUNSEE. Hy Date 4 1 De ut`r Contract N 1000009880 19 3/lsros ATTACHMENT A SCOPE OF WORK IPUBLiC MASS NOTIFICATION SvsTEM A. BACKGROUND The Coumy seeks to enhance its ability to deliver critical, time-sensitive information to citizens and businesses by broadcasting to phone and e-mail devices for emergency notification purposes through a mass notification system with County-wide citizen contact data and geographical zoning capability. County has contracted with the County's top two phone providers, Verizon and AT&T, for County-wide E91I phone data. An online citizen subscription process will be implemented via the County's website to collect additional citizen contact information (mobile, VOIP and e-mail), and possibly preference data (preferred language, notification types, etc.). At minimum, County shall update phone provider data quarterly. Citizen subscription data is expected to be updated in resI-time or daily. Within Orange County, a variety of mass notification services or systems have already been implemented by individual cities. The primary use of these systems is to provide citizens with safety information; however, some are also used for general irrfornation notices as welt. The goal of the County is to benefit from economies of scale by implementing aCounty-wide system that will be accessible to all C;range County cities including those not participating in the County's taw enforcement services program. B. SCOPE OF PROJECT Contractor shall implement aCounty-wide public mass notification system with the primary objective of quickly delivering alert, warning and instructional emergency messages via phone and/or a-mail to County residents and businesses during time of disaster. The production ready system shall be licensed for use throughout Orange County's entire region. Contractor shall implement a system for County with sufficient administrative controls to manage system use across County and city public safety jurisdictions. System users shall only be capable of accessing information and launching notification sessions to citizens within their jurisdiction. The system shall have sufficient functionality, security and bandwidth to accommodate County-wide data, regional use, multilingual outbound messages, geographical call list generation and tiered system administration and use. Business Requirements of a County-wide mass notification system include, but are not limited to, a solution that: (not specified in order of priority): • is established and specifically designed to facilitate public mass notification distribution. • Offers tiered administration and security levels to optimize, manage and control system use. • Allows citizens to register phone numbers and e-mail addresses via the County's website. • Is capable of disseminating messages via telephone and a-mail. • Is capable of disseminating messages to TTDITTY devices. • Is capable of disseminating messages in citizen's preferred language (Spanish, Vietnamese or English). • Contains accurate, up-to-date County-wide constituent phone and a-mail data. • Contains up-to-date County geographical maps. • Is capable of geo-coding ATBcT and Verizon phone data to County-wide geographical maps. • Is capable of generating call lists via geographical map selection. • Is designed and managed with sufficient security, backup and redundancy. • [s available 99.45% of the time..45% allowed for planned system maintenance. • Can deliver a 30 second message to 10,000 citizen phone numbers within 10 minutes. C. CONTRACTOR RESPONSIBILITIES Contractor shall perform services as follows or otherwise agreed to in writing by County: Contract N 1000009880 24 3/j5/08 1. Contractor Solution Contractor shall provide afully-hosted, web-based Application Service Provider (ASP} solution that will provide the County an emergency public mass notification system, including all hardware, software and communications equipment required to support the business objectives. "Emergency" shall be defined as any communication deemed by County to be: • Life-threatening to the public; or • Harmful to individuals, animalsand/or property from man-made or natural threats Contractor's solution shall provide the following: s. Speed of Message Delivery -SLAB: Contractor shall maintain Service Level Agreements (SLAB} with multiple telecommunications providers which allow it to initiate at least 2,000,000 60-second voice messages per hour. Contractor shall be able to initiate at least 1,000,000 e-mail and e-mail- based text messages {SMTP) per hour; Contractor shall be able to initiate at least 360,000 SMS text messages (SMPP) per hour. Further, the Contractor shall utilize reliable and proven delivery methods, including superior call routing, throttling, and load balancing via proprietary algorithms. b. System Reliability and Redundancy: Contractor shall maintain a redundant, zero single point-of- failure system. Contractor shall utilize multiple delivery methods (e.g., Time Division Multiplexing (TDM), Voice over Internet Protocol {VoIP},. SMS, and e-mail), multiple telecommunications partners, and draw from multiple data centers that span all three national power interconnects. • Compatibility: Contractor's service utilizes an open architecture which allows for ongoing expansion to include new technologies as well as contact capacity. Further, as afully-hosted, web-based Application Service Provider (ASP) solution, Contractor's service does not require any software download or hardware installation. The service .can be utilized on any standard web-enabled device or telephone. c. System Security: • Transmission Security: Contractor shall utilize secure transmission for all data transfer to and from County's sites. This includes secure socket Isyer or secure ftP that uses 128 bit SSL encryption or better. • LDAP Security Provision: Contractor's system will integrate directly via LDAP for County end user authentication, allowing users to have the same user name and password for Contractor's service that they currently use for their employee log-in, but that information is not passed to Contractor. It also ensures that, should a user no longer be an employee, that user is immediately unable to use the system without the County having to take further action. • Cali Authorization: Contractor's Call Authorization feature will require County-authorized individuals to approve any message before it is sent based upon client-defined issues as well as user roles and rights. Approval may be granted securely using just a telephone. County may set its own parameters around notification events which will prevent users from sending an unauthorized call or sending a call at an inopportune time of night. • P1N Autbentiicatioo: Contractor's service offers the option to require the call recipient enters a P1N before a message is played. This feature may be turned on for a call by call basis. This feature is primarily used for inter-office and/or divisional transmissions to confirm that the correct recipient is reviewing confidential information. • Hierarc6icai Controls: County will be able to segment which users have access to communicate with which recipients based upon County-defined and controlled roles and rights per user type. • Audit Trail: The System provides an audit trail of all user and session activity. d. System Data: • Data Management: The solution has an interface to allow System users, who have been granted appropriate system permission, to Add, Edit and Delete corhact records as desired. This includes all records; entered manually, E911 data and citizen opt in. • Data Import: Contractor shall provide data upload (i.e. "buck loading"), data integrity cleansing and management of County-provided data, including initial and routine E911 data sets. System shall identify E911 data record source accordingly. Contract N 1000009580 21 ~ 3/~J08 • Data Integrity: The Systems contact database is designed to conform with the NENA 2.1 standard data structure. Uploaded and manually entered contact records shall be stored using standard terminology where applicable (ie address prefix, address suffix, city name, etc.). System to enforce data integrity throughout the entire application. • Data Backup: Contractor is responsible for providing sufficient data backup and disaster recovery operations to protect the County's data from becoming damaged, destroyed or unavailable. • User-defined Configurable fields: Contractor's service will allow for user-defined configurable fields. • Data Provision from Directory Services: Upon County's request and upon execution of a written amendment to this Contract, Co~ractor may provide telephone data at additional cost to the County. e. Ease of Use and Access Features: • Remote Access: Contractor's service provides a streamlined solution for priority situations that allows users to record and send messages from a remote location using just atouch-tone phone. All County approved authorized users will be provided with Dial-In Messaging Cards. • Bilingual Commu>aity Web Portal: Contractor shall provide a secure County-specific Web page to gather County constituents' e-mail addresses, cell phone numbers, unlisted phone numbers and language preference. At minimum, web portal shall be available in English, Spanish and Vietnamese languages. Citizens shall have the ability to Add, Edit and Delete opt-in data. Web portal shall offer security mechanisms to validate users and prevent unauthorized use. • Ease of Grouping for Targeted Messaging -Contractor's service will enable users to quickly and easily pre-define groups for staff, volunteers, infra-departrnent teams, languages, and specialty groups (e.g., day care centers, senior care facilities). The user has the ability to store recipients by an unlimited number of groups. Featnres for Ease of Use & Maximum Outreach: • Malti-Modality Delivery Methods and Devices: Contractor shall provide a zero-single-point of-failure system through multiple delivery methods (e.g., Time Division Multiplexing (TDM), Voice over Internet Protocol (VoIP), SMS, and e-mail). The service delivers via multiple methods, including e-mail and SMS, and allows for delivery to multiple device types-~-including cell phone, PDA, pager, and TTY/TDD devices, as well as the traditional land phone-far rapid and inclusive access. • Interactive Sarvey: Contractor's interactive survey feature allows users to create a message in the form of a customized survey to send to contacts. The recipients hear a message that contains a question that they are asked to respond to via their telephone keypad. The results are tabulated by the Contractor's service and then provided to users via the website and e- mail reports. • Message Scripting and Storage: Contractor's service shall come with a library of sample scripts and provides the option for the authorized user to record and send a message immediately or pre-record and store messages in their message library for use at a later time or date. • GIS Compatibility: Contractor shall provide compatibility with the County's GIS maps. With or without GIS, users can target specific areas on a map using the Systems integrated Gen-Calling feature. Contractor's service will be capable of creating specific call lists for a certain area of the County using criteria such as radius, ZIP code, and arbitrary shapes using G1S mapping. Users can also create a polygon area by clicking as many points on a map as are needed to indicate the desired calling area. The user may even draw a shape of a donut to remove a segment of the database (e.g., the "hole" of the donut is excluded from the call). This feature provides great flexibility in mapping selections to optimally geo-target the audience to receive specific messages. • CAP: Contractor's service is fully compatible with the "Common Alerting Protocol Version 1.1" (CAP v l . l ). Therefore, the service user has the ability to create and issue CAP alerts that Contract N1000009880 22 3/25108 adhere to the 1.1 standard. As a result of the service's compatibility, the County can easily access this simple format for exchanging all-hazard alerts and warnings across multiple networks, maximizing outreach to all constituents through a user friendly process. This protocol also adheres to expected upcoming WARN Commission recommendations for best practices in alerting systems. These alerts can be utilized by additional entities and agencies for the purposes of disseminating CAP related information. g. Reports: • Built in Reports: The Solution includes several detailed reports to assist users to monitor and maximize usage of the system. Report data can be exported to MS Excel. • Ad-hoc Reports: The solution offers ad-hoc report generation. Contractor's Client Care Team will support and/or aid in the development and creation of additional reports as needed. 2. Technical architecture. funetiooal components. implementation reaairements and maintenance requitemeat Contractor's service is a fully-hosted, web-based Application Service Provider (ASP) solution. The service does not require any specific hardware or software requirements from the County. No components or specific configurations are required to use the service. So long as the County user has a telephone and web-enabled device (e.g. computer) available, the user can send a message. The user can also record and send a message using only a telephone when necessary. The service is fully independent of the County's IT hardware and telecommunication system. Contractor utilizes an open architecture to allow for rapid expansion as our clients' needs grow. The architecture exists on hardware ranging from Dell web and application servers, to Cisco networking equipment, to EMC storage arrays. 3. Sta rn :Contractor shall provide staffing as specified in Attachment C. 4. Implementation Services: Contractor shall perform and complete the services, tasks, and obligations in accordance with Attachment D, "implementation Plan/Project Schedule". S. Tralnlna. Manaals and Documentation: The Contractor shall provide County with and maintain two (2) copies of a comprehensive Public Mass Notification System Manual designed to document the proposed solutions software functions, guide trained users on detail process steps and train future users. Additionally, technical specifications, including a network diagram of the systems architecture, data dictionary and data schema, shalt be provided to allow proper maintenance of the System by County network and database administrator staff. The County may copy all Manuals and Documentation provided by Contractor for use and distribution to County public safety departments as needed. The contractor shall provide all technical, administrative and user training required for county staff to use the software solution. 6. Support Services: Contractor shall provide support services in accordance with Attachment E to this Contract. ?. Testine and Acceptance: Contractor shall provide a testing and acceptance plan (Attachment F} to be agreed to and completed by County prior to award of Contract. Said tasks shall include, but shall not be limited to verifying: system installation and configuration, tiered administration, user creation and management, County-wide data and map import, reconciliation and maintenance, citizen opt-in data processes, custom and geographic call list generation, outbound telephone message launch, outbound e- mail message launch, use of surveys, monitoring of outbound session activity and validation of reports. 8. Trainin Contractor shall provide training in accordance with Attachment G. Conpact N 1000009880 23 32SJ08 ATTACHMENT B COST/COMPENSATION FOR CONTRACTOR SERVICES 1. COMPENSATION: This is a fixed price Contract between the County and the Contractor for a Public Mass Notification System as further described in this Contract. The Contractor agrees to supply al! goods and services to provide and fully implement the Public Mass Notification System Solution. The Contractor agrees to accept the specified compensation as set forth in this Contract as full remuneration for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by the Contractor of all its duties and obligations hereunder. The County shall have no obligation to pay any sum in excess of total Contract amount specified herein unless authorized by amendment. 2. PAYMENT: The total base Contract amount for the first three years shalt not exceed: $1.,688.037 a. Base Costs -Unlimited Emergency and Inter-Department Message Usage: County shall purchase Unlimited Emergency Message Usage service from Contractor at a cost of $0.55 per household. The Parties agree that for the purposes of this fixed-price Contract, the number of households (including residence and estimated business addresses) shall be 1,023,053, based on available consensus household count data Base cost includes an unlimited number of County and City user access accounts. Base Costs Year One Year Two Year Three Unlimited Emergency 8c Inter-Department Mersa Usa e $0.55 x 1,023,OS3 $562,679 $562,679 $562,679 b. Optional Costs -Premium Data: County has elected not to purchase Premium Data fcsnm Contractor at execution of this Contract. Should County elect to purchase such Premium Data from Contractor at a future date, a written amendment executed by both Parties shall be issued, and pricing for such data, for the term of this Contract, shall be as follows: O iioaal Costs Premium Data $0.40 r household c. Optional City (or other Orange County jurisdiction) Costs -Upgrade to include Unlimited Non-Emergency Message Usage: For any jurisdictioa within Orange Caunty there shall be the option to upgrade, through separate contract with Contractor, to include Unlimited Non-Emergency Message Usage at a cost not to exceed: tioual Ci Cosb Upgrade to include Unlimited Non- Eme c Mersa Usa e $1.00 er'urisdiction household 3. PAYMENT TERMS: a. Unlimited Emergency and inter-Department Message Usage -invoices will be paid monthly in arrears upon receipt of invoice. Contract N 1000009880 ~~ 3RSI08 b. Premium Data - If County elects to purchase Premium Data, invoices will be paid on a one-time basis in advance. c. City Upgrade to include Non-Emergency Message Usage: City Upgrade will be paid for under separate contract(s) between Contractor and the City. Contractor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor. Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. 4. PAYM~NT/INVOICING INSTItUGTIONS: The Contractor will provide an invoice on Contractor's letterhead for services rendered. Each invoice will have a number and will include the following information: 1. Contractor's name and address 2. Contractor's remittance address (if different from 1 above) 3. Name of County agency or department 4. County Contract number 5. Cost 6. Contractor's Federal L D. number 7. Total The responsibility far providing an acceptable invoice to the County for payment rests with the Contractor, Incomplete or incorrect invoices are not acceptable and will be returned to the Contractor for correction. The County Project Manager, or designee, is responsible for approval of invoices and subsequent submittal of invoices to the Auditor-Controller for processing of payment. Invoices and support documentation are to be forwarded to: County of Orange - CEO/IT Attn: Team I.e Blanc, Program Manager 10 Civic Center Plaza, 2°~ Floor Santa Ana, CA 9270] Contract N1000009880 Z~ ~,ynpg ATTACHMENT C STAFFING PLAN Stafito perform Contract duties Name Classification/Des' nation Bin Chen Project Mana r Tom McIander Pro'ect S iaiist Client Care Deanna Ellis Technical Man r David Garcia Inte ion S ecialist Mario.lo Vice Preside Client Care Joshua Roth Chief Technolo Officer Contractor shall obtain approval from County Project Manager in advance and in writing prior to making any substitutions for individual project team members. Contractor may not request changes to the number of types of classifications. Roles and Responsibilities Contractor Roles and Responsibilities shall include, but not be limited to, the following: 1. Contractor Project Manager: This individual leads the implementation, training, and roll-out process from a management perspective. All daily activities, such as ensuring timely scheduling and training, ultimately rest with the Contractor Project Manager. The rest of the project team supports this resource. In addition, the Contractor Project Manager will report to the Program Manager and will work together to ensure all issues, risk, and change is managed, monitored and controlled. 2. Project Client Care Specialists: An additional team of Client Care Specialists work under the leadership of the Contractor Project Manager. Their role is to provide training, support, and client services for all County needs, requests and support issues. The Team shall include dedicated Specialists who will be dedicated to the County for the life of the Contract. Each Project Specialist will be assigned as a liaison to a specific component of the Project, such as Divisional Training, City and Agency Training, and is responsible for day-today management as well as performing regular new user -and refresher training. 3. Technical Manager: This individual works under the Project Manager to ensure the smooth progression of all technical deliverables, including but not limited to managing the testing process and managing any customization that needs be delivered. This resource will also work with the Contractor Integration Team to ensure the upload of data and automation of al! notification services. This resource is the technical project lead responsible for creating, and achieving sign-off on the test plan. 4. County's Project Team; The County's Project Team will include at least the County Project Manager. This resource will meet weekly with the Contractor Project Manager to discuss steps towards achievement of deliverables and additional items. Cait~act N1000009880 2C) 3/25/08 ATTACHMENT D IMPLEMENTATION PLAN/PROJECT SCHEDULE Contractor will have its Connect-CTY service configured and ready for County testing within thirty (30) days of award of contract. Contractor and County Project Managers will mutually work together to refine the attached exemplar Gantt chart to accommodate the County's Mass Notification System deliverable and implementation Go Live timeframe. 1. Deliverable 1: Project Control Document Within two weeks of contract signature, Contractor will provide the County with a detailed project control document (PCD). Project Control Document wilf include the following: s. Project organization roles and responsibilities b. Assumptions c. Detailed Work Plan d. Deliverable List e. Milestone Chart f. Project Gaunt Chart g. Communication Plan h. Risk Management i. Change Management Process j. Testing Strategies k. Training Strategies 1. Escalation Procedures The following deliverables will be provided within the timeframes of the agreed upon (revised) implementation Gantt schedule: Z. Deliverable 2: Project Management Contractor's Project Manager shall address documentation needs, including weekly Project Status Reports and any variances. if variances are recommended and approved, the Project Manager shall be responsible for regular updates bo the Detailed Work Plan, Milestone Chart and Risk Management sections of the PCD within the required timeline. Contractor's Project Manager shall meet with the County's Project Manager at least weekly or as requested by the County. Contractor shall prepare the first status report within 14 calendar days of Contract execution, which will include the following data as per the County's request: a. Period covered by the Report; b. Tasks scheduled for completion which were completed; c. Tasks scheduled for completion which were not completed; d. Tasks not scheduled for completion which were completed; e. Tasks scheduled for completion next reporting period; f. Issues resolved; g. Issues to be resolved with recommended solution; and, h. Summary of project status as of reporting date. Additional reporting may be included as agreed upon by the County and Contractor Project Managers in consultation. 3. Deliverable 3: Business Process Overview Upon the completion of the discovery phase of the project with the County, Contractor will provide the required summary report of the existing mass notification systems, needs assessment, and recommendations for best practices. Conduct N 1000009880 27 3f151o8 Contractor will provide a Best Practices for Use Guide as part of the Implementation. Clients' typical needs in this phase are: identification of User Rights and Roles for system use and establishment of best practices policies and procedures. 4. Deliverable 4: Data loading and maintenance Contractor will work with the County to load E9l 1 data and additions[ data files as needed. Contractor will assign an Integration Specialist to work with the County's team. The upload and update process will be performed in a secure environment. Contractor will provide a system that allows the County to send data over encrypted lines using SSL to ensure data is fully protected. Deliverable 4.1- Successfully Loaded Data Contractor will provide the requisite Data Load Report and Certification to the County. 5. Deliverable 5: System Test Plan and Results Report Contractor will provide the County with a System Test Plan which includes a Module Test, and Integration Test, and Stress Test, and a Regression Test in accordance with Attachment F, Testing. Deliverable 5.1-Perform System Test Contractor will perform the requisite system tests as required by the County in Contractor's existent testing environment or other appropriate environment as governed by the System Test Plan for component and functionality testing for County sign-off. Deliverable 3.2 -System Test Results Report Contractor will provide the County with reporting of documented results of each System Test conducted and certify successful testing results as required. 6. Deliverable 6: User Acceptance Test and Test Results Report Contractor will provide User Acceptance Test as required in a simulated environment as required, per Attachment F, Acceptance. Deliverable 6.1-User Acceptance Test Result Report Contractor will provide the required User Acceptance Test Results Report within one week of tests as required per Attachment F, Acceptance. 7. Deliverable 7: System Training and Documentation Contractor will provide a detailed training plan, perform user training as desired by the County and provide system documentation training material per Attachment G, Training. 8. Deliverable 8: System Implementation Contractor will roll-out Public Mass Notification Services to the County. Apost-implementation review report will be developed and provided to the County. 9. Deliverable 9: Performance Benchmark Verifici anon Deliverable 9.1-Performance Benchmark Verification Plap Contractor wilt provide the requested Performance Verification Plan with test plan and scenarios for the County's approval. The Performance Verification Plan shall dovetail with the sample Gantt chart, as customized vis-a-vis the County requinments. Deliverab -Performance Benchmark Verification Contractor shall conduct the Performance Benchmark Verification of the System mutually agreed upon with the County, and complete corrective action as needed, and certify as such in writing at the time of completion. 10. Deliverable 10: Initiate Post-Implemeptation Maintenance and Support conhact Nlooooo9sso 28 3nsros Contractor will implement, and continue to provide through the life of the contract, maintenance and support services per Attachment E of this Contract. 11. Deliverable il: Post-Implementation Services Contractor shalt provide ongoing "post-implementation" services throughout the lifetime of the Contract. Such services include, but are not limited to, the following: • Ongoing Training: Unlimited training, new user training and refresher training are included at no additional cost within the lifetime of the Contract. • 24/7/3b3 Technical and Client Support: Provided through a toll free number and via a-malt. All users have unlimited access to this Level of support through the life of the Contract. • Usage Reports: Contractor provides usage reports quarterly. Each user's account also contains real-time access to reports. • Assessment and Evaluation contractor will work with the County to develop benchmarks and assist in evaluating progress toward those benchmarks. Deliverable 11.1-Provide Additional Training Contractor provides this service at no additional cost to the Couniy. 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G ~l ~ VI UI VI V l ~ ~ d 4C y y / ~ ~ Q O Q fJ , yA yp ~ ~ ~ ~ 4 4 i yy p_.. p f('~ i T f+ } .~ S N ° ~' Y .NI' ~ ~• f r y tp17 N Mf N .N N N N N N 44 N N N N N N ~ i r a~ G G G ~' G r. C ~ C ~ ~ 9 ~ ~ L, Li w ~ ~± G li ~ N afl Ifl ri1 V O p N N N N p O g ~ e a v a a r e ~ i 6 1 r S ~ u° a J ~ u Q '~ "' a ~ v ~ i s S ~ ~ ~` ~ c~ ~ a ' ~ ~ 1~~ ~ ~ ~ ~ 4 ~u S i~ ~ g0`r. m a ~ ~ s ~ a ~ ~ v ~ ~. c `- ° ~ 9 i ~ ~ " S 9 ~ ag i~~~~~ V C g N s ~~ a #a ~ ~ e ~ u a ~ c,u~ a~, v ~~ v ~ Z ~ ~ ~ e +~ ~~ ~ ~ ~- p' 7i . ~ .,. ~ e .. }~(, ~ jj}} ~ ~ S N h yy ..11~~ A Q~ 0 4 V U IQ i O ~ r F f 5 Q H H~N N N .N~N 'N N tN ~N ~~'! iN ;N~M ti-, t ! i a b k w G W O. _C X _~ V ATTACHMENT E , SUPPORT SERVICES 1. Support Services Availability: Contractor's Client Care Team will be available to assist County 24/7/365. Contractor shall provide 24/7/365 human Client Care technical and customer support for County to address service and/or maintenance issues through a 24 hour toll-free support line at (8b6} 435-7684. The "hot line" number connects users to our Client Care Specialists directly. Telephone response time, in the unlikely event that it is not immediate, is within fifteen { 15) minutes or less. Client Care support is also available through e- mail access. 2. Contractor Stai'iiag: Contractor shall not outsource Client Care to call centers or other third party agencies, All Client Care is performed directly by full-time employees of Contractor who have cleared through background checks and are trained in the secure handling of data and County/municipality-specific needs. All Client Care Specialists are cross-trained in customer and technology support. Should they encounter an issue that needs escalation for resolution, the Specialist will immediately involve the appropriate member of the Contractor technology team. Additionally, County will be assigned two (2) account personnel that are specific to the account for proactive and ongoing care. County shall be provided unlimited, included support for all purposes (e.g. lost password, support placing a call) and for alt County users. Contractor has Client Care Specialists located throughout the country to maximize Client Care up-time should a regional disruption occur. 3. Client Care Services: a. Contractor shall empower technical directors to load and integrate data from their database systems to our contact management system. b. Contractor shall provide "Quick Reference Guides" for users, replete with message script templates as well as "tips and tools" on how to create quality outbound messages to the community. c. Contractor shall assign County a Client Care Specialist who will help drive usage of the system. Based on experience in serving other clients of Contractor's service, Specialists o#Fer coaching on message length, frequency of use, content, and tone to ensure receptiveness and satisfaction from recipients. The Specialist Leads the County through an assessment and evaluation process to ensure the benefits from using the Contractor's service are tracked and documented. 4. Escaladoto: County shall address all questions and complaints first through Contractor's Help Desk, or, at County's discretion, immediately escalate issues to the Account Manager and/or Director. If the Client Care Specialist supporting the County user is unable to resolve the issue immediately for the user, the Specialist will open a trouble ticket and immediately escalate the issue to the next tier of Client Care management. The tiers of escalation are typically as follows: Level One -Help Desk Level Two -Account Manager Level Three -Account Director Level Four -Senior Account Director Level Five -Vice President of Client Care 5. Release cycle and process for installing system updates, patches, fixes, etc.: Contractor rolls out all minor updates and revisions onto the website as seamless upgrades, typically on a quarterly basis. Changes are made to the Help Menu simultaneously. Contact N1000004880 37 ~t25Ap$ ATTACHMENT F ACCEPTANCE AND TESTING PROCEDURES 1. Testing As part of Contractor's service project deliverables for rollout, Contractor shall provide the County with a System Test Plan which includes a Module Test, and Integration Test, and Stress Test, and a Regression Test. Contractor's System Test Plan shall include but not be limited to the following: a. Introduction; b. Assumptions; c. System Test Plan; d. System Test Objectives; e. System Test Acceptance Criteria; f. System Test Schedule; g. Responsibilities; h. Resouroe Requirements; i. Procedures; j. Test Cases; k. Performance Tests; 1. Disaster Recovery Tests. Many of the Tests Listed above are part of Contractor's regular testing process. Contractor's service is tested through daily use. Additionally, Contractor will expand the listing above into a comprehensive System Test Plan for the County's approval. Contractor shall perform the requisite system tests as required by the County in Contractor's existent testing environment or other appropriate environment as governed by the System Test Plan for component and functionality testing for County sign-off. Contractor shall provide the County with reporting of documented results of each System Test conducted and certify successful testing results as required. 2. Acceptance Contractor will provide the required User Acceptance Test Results Report within one week of tests as required. Contractor shall include all County required elements in the plan, such as purpose, scripts, objectives, rotes, and problem resolution. A high level Test & Acceptance Results Report format that Contractor has found successful previously is listed below. This format will be customized to meet the specific needs of the County. Test and Acceptance Results Report a. Scope 8t Ptan Overview b. Testing Approach c. Test Schedule {Test 1D#, name, description, time~and date of execution) d. Description of Setup Procedures e. Description of Action Procedure f. Description of System Results g. Description of Expected Results h. Description of Actual Results i. Variance Reporting j. Resource Requirements for Resolution k. Corrective Action 1. Summary of Results (with Signature/sign-off line) m. Conclusion conaacc N~ooooossso 38 srzsros This Test and Acceptance Results Report shall demonstrate services perform as required and that all features and functions operate as specified. 3. New Feature and Enhancement Testing Contractor shall put all new features and enhancements through rigorous testing including Alpha and Beta phase as appropriate prior to rolling out the feature to the client facing interface. Contractor uses a combination of automated and manual testing to perform ongoing quality assurance testing of the service. For automated testing, Quality Assurance (QA} personnel shalt utilize Mercury's QuickTest Pro. Manual testing will be performed on a case-by-case basis for testing where automation will not suffice. All issues are tracked in an internal bug tracking system and subsequently monitored by not only the individual QA personnel, but also all the Directors involved in the development and release of a feature. QA personnel are involved from the beginning of the software development lifecycle and see each feature through from development to final Isunch and validation. Contractor shall employ QA personnel who has undergone and cleared thorough background checks and possess quality assurance backgrounds and expertise. All major upgrades and updates shall include new user documentation and training as requested. Unlimited new and refresher training is available to all users at any time throughout the lifetime of the contract, should it be desired. If a problem is identified daring testing of the proposed system that cannot be remedied within the agreed upon time, the Contractor shall submit a written response to the Coanty indicating as such and the County shall then return the system to the Contractor and the Contract shall be terminated in acwrdance with Paragraph F, Acceptance, of this Contract. Contract N 1000009880 ~9 3J25~08 ATTACHMENT G TRAINING Contractor shall provide unlimited training, new user training, and refresher training to all County users as an included cost of service throughout the lifetime of the Contract. Contractor recommends s wab-enabled computer and telephone to accomplish the training. Training can begin within two (2) to four (4) weeks of Contract execution. Contractor will train as many users as the County deems fit, at all levels of staff and management that will be using the service. Initial training for Technical Training (System Administrators) and End Users typically is performed in a ninety (90) minute training session. Sessions can seat up-to 25 participants per session. For on-site training, the County provides a central site for training. The number of users can be adjusted at the County's request. Contractor shall provide aTrain-the-Trainer model at County's request. Contractor shall provide refresher training on-site or via web-access training, at the County's preference. Typically, refresher and new user training is requested by the County annually, and the County may request it at any time, as many times as preferred. Additionally, online help menus and refresher Flash videos ane available on the service as well. Contractor shall provide the following documentation to County: 1. End Users -User Guides, Send-A-Message Cheat Sheet, and Dial-ln messaging card. 2. System Administrators/Technical -All items above, plus the following items: User Management Guide, County Best Practices Guidelines, Introduction Letters, and other Forms, Data Reference Guide and Upload Reference Guide. 3. Train the Trainer Users -All items above minus the Data Reference Guide, plus the following items: Trainer Script for Presentation, Trainer's handbook, Trainer's Guide to Best Practices. Contract N 1000009880 4Q 3f13JV38 EXHIBIT I County of Orange Child Support Enforcement Certification Requirements In order to comply with child support enforcement requirements of the County of Orange, within 10 days of award of Contract, the successful Contractor must fumish to the agency/department deputy purchasing agent: A. In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address; B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of ] 0 percent or more in the comracting entity; C. A certification that the Contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and D. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and will continue to so comply. The certifications will be stated as follows: "I cert~ that is in full compliance with all applicable federal acrd state reporting requirements regarding its employees and with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the Gounty of Orange. 1 understand that failure to comply shall constitute a material breach of the contract and that failure to cure such breach within 10 calendar days of notice from the County shall constitute grounds for termination of the contract. It is expressly understood that this data will be transmitted to governmental agencies charged with the establishment and enforcement of child support orders and for no other purposes and will be held confidential by those agencies. Failure of the Contractor to timely submit the data and/or certifications required above or to comply with all federal and state reporting requirements for child support enforcement or to comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment shall constitute a material breach of the Contract. Failure to cure such breach within 10 calendar days of uotice from the County shall constitute grounds for termination of the Contract. After notification of award, the successful Contractor may use the forms supplied herein, to furnish required information listed above. Canugct N 1000009880 ~ 1 3/Z3ro8 COUNTY OF ORANGE CAILD SUPPORT ENFORCEMENT CERTIFICATION REQUIREMENTS A, In the case of an individual Contractor, his/her name, date of birth, Social Security number, and residence address: Name: D.O.B: Social Security No: Residence Address: B. In the case of a Contractor doing business in a form other than as an individual, the name, date of birth, Social Security number, and residence address of each individual who owns an interest of 10 percent or more in the contracting entity; Name: D.O.B: Social Security No: Residence Address: Name: D.O.B: Social Security No: Residence Address: Name: D.O.B: Social Security No: Residence Address: (Additional sheets may be used if necessary) Contract NI000009880 42 ~~ C. A certification that the Contractor has fully complied with all applicable federal and state reporting requirements regarding its employees; and 1?. A certification that the Contractor has fully complied with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment and wilt continue to so comply. "1 cert fy that is in full compliance with all applicable federal and state reporting requirements regarding its employees and with al! lawfully served Wage and Earnings Assignment Orders and Notices of Assignments and will continue to be in compliance throughout the term of Contract with the County of Orange. I understand that failure to comply shall constitute a material breach of the Contract and that failure to cure such breach within !0 calendar days of notice from the County shall constitute grounds for termination of the Contract. Authorized Signature Name Title Contract N1000009884 4~ 3ldi~fl8