HomeMy WebLinkAboutC-8084-1 - MOU for Use of Countywide Mass Notification SystemMEMORANDUM OF UNDERSTANDING
BETWEEN
THE COUNTY OF ORANGE
AND
PARTICIPANTS
FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM
This Memorandum of Understanding, hereinafter referred to as "MOU," dated July 1,
2016, which date is stated for purposes of reference only, is entered into by and between the
County of Orange, a political subdivision of the State of California, hereinafter referred to as
"COUNTY," and the undersigned municipalities, public universities and water agencies
responsible for protecting a resident population and maintaining a dedicated public safety
answering point (PSAP) within the County of Orange, hereinafter referred to individually as
"PARTICIPANT" or collectively as "PARTICIPANTS."
This MOU is intended to establish governance and terms of use for a Countywide Public
Mass Notification System.
RECITALS
WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System
("System") for the primary intent of providing timely communication to the public during times
of emergency; and
WHEREAS, the County is making use of the System available to all cities and agencies
within the County of Orange who have the responsibility for protecting a resident population and
maintaining a dedicated public safety answering point (PSAP); and
WHEREAS, COUNTY entered into Orange County Agreement No. MA -060-16011934
("Agreement") with Everbridge, Inc., for the provision of Public Mass Notification System
Services, on or about May 24, 2016, attached hereto as Exhibit A, to disseminate critical, time -
sensitive emergency information to COUNTY's citizens and businesses through phone and e-
mail devices for emergency notification purposes; and
WHEREAS, COUNTY agrees to provide to PARTICIPANTS access to the services
provided by Everbridge, Inc. as contained in the Agreement in exchange for abiding by the
terms set forth in this MOU; and
WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the
Agreement, to use the System in compliance with all usage agreements, including but not limited
to the End User License Agreement, identified and incorporated herein as Exhibit A (Orange
County Agreement No. MA -060-16011934), Exhibit B (Countywide Public Mass Notification
System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this
MOU to receive the benefits under the Agreement.
NOW, THEREFORE, the parties agree as follows:
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I. Definitions:
"Agreement" shall refer to Orange County Agreement No. MA -060-16011934 between
COUNTY and Everbridge, Inc. The Agreement is attached to this MOU as Exhibit A.
"Countywide" shall mean all geographic locations in Orange County, California.
"Contact information" shall mean PARTICIPANT and public contact data stored in the
System for the purpose of disseminating communication in accordance with this MOU
and its Exhibits.
"Confidential Information" shall include but not be limited to personal identifying
information about an individual such as address, phone number, Social Security number,
or any other identifier protected from disclosure by law, and/or any other information
otherwise protected from disclosure by law, for example, the identity of a victim of a sex
crime or a juvenile.
"Emergency" shall include, but not be limited to, instances of fire, flood, storm,
epidemic, riots, or disease that threaten the safety and welfare of the citizens and property
located within the boundaries of the COUNTY and PARTICIPANTS' respective
jurisdictions.
"Emergency information" shall mean information relevant to the safety and welfare of
recipients in the event of an Emergency. Such information shall include but not be
limited to instructions and directions to alleviate or avoid the impact of an emergency.
"Emergency notification situation" shall mean instances when emergency information is
to be distributed through the System.
"Individual User" shall mean an agent, officer, employee or representative of
PARTICIPANT that has been granted access to the System as set forth in this MOU.
"Non -emergency information" shall refer to information that is not relevant to the safety
and welfare of recipients, but has been deemed to be of significant importance to a
PARTICIPANT's jurisdiction to justify the use of the System to distribute such
information.
"Non -emergency notification situation" shall mean instances when a PARTICIPANT
deems non -emergency information to be of significance to a PARTICIPANT'S
jurisdiction and the PARTICIPANT uses the System to distribute such information.
"System" shall mean the Public Mass Notification System as provided by Everbridge,
Inc. to COUNTY under the Agreement. The System is designed to disseminate
information by utilizing common communications, i.e. telephone and e-mail
communications to citizens and businesses as permitted under the Agreement.
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II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY,
its elected officials, officers, agents, employees, volunteers and those special districts and
agencies which COUNTY s Board of Supervisors acts as the governing Board
("COUNTY INDEMNITIES") from and against any and all claims, demands, losses,
damages, expenses or liabilities of any kind or nature which COUNTY, its officers,
agents, employees or volunteers may sustain or incur or which may be imposed upon
them for injury to or death of persons, or damages to property as a result of, or arising out
of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees,
subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless
PARTICIPANT, its officers, agents, employees and volunteers from and against any and
all claims, demands, losses, damages, expenses or liabilities of any kind or nature which
PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or
which may be imposed upon them for injury to or death of persons, or damages to
property as a result of, or arising out of the acts, errors or omissions of COUNTY, its
officers, agents, employees, subtenants, invitees, or licensees.
III. Term: This MOU shall be in effect from July 1, 2016 and shall expire on June 30, 2021,
unless COUNTY funding of the System becomes unavailable at which time
PARTICIPANTS will be given six-month advance notice per the termination terms found
in Paragraph VIII. Termination, below.
IV. Scope of Services: PARTICIPANTS shall receive from COUNTY access to the same
services being provided by Everbridge, Inc. to the COUNTY under the Agreement.
COUNTY's involvement in this MOU is limited only to extending the availability of the
terms and conditions of the Agreement to the PARTICIPANTS.
V. Use: Use of the System and its data, including but not limited to contact information, is
governed by the terms, conditions and restrictions set forth in the terms provided in
Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in
Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as
needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits
will be distributed to PARTICIPANTS within five business days of the revision date and
shall be incorporated into this MOU. Such modifications to the Exhibits shall not be
deemed an amendment for the purposes of Paragraph IX. Amendments, below.
PARTICIPANT, including each of its agents, officers, employees, and representatives
who are given access to the System, agrees to abide by the individual terms of each
agreement and the additional conditions incorporated herein. Breach of use may result in
individual user or PARTICIPANT access account termination.
PARTICIPANT agrees to require each Individual User to execute an Individual User
Agreement (Exhibit D) regarding their obligations to maintain the confidentiality of login
and password information; ensure that they will use the System in accordance with all
applicable laws and regulations, including those relating to use of personal information;
that they may be responsible for any breach of the terms of the Agreement with
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Everbridge and/or this MOU; and the confidentiality provisions of this MOU.
PARTICIPANT further agrees to provide a copy of the signed Individual User
Agreement to COUNTY and notify COUNTY if an individual user withdraws their
consent to the Individual User Agreement at anytime during the term of this MOU.
The scope of services under the Agreement is limited to using the System to distribute
business communication to PARTICIPANT inter -departmental resources and/or
emergency information to the public in emergency notification situations.
All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's
"Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)",
attached hereto as Exhibit B.
VI. Notice: Any notice or notices required or permitted to be given pursuant to this MOU
shall be submitted in writing and delivered in person, via electronic mail or via United
States mail as follows:
COUNTY:
County of Orange — Sheriff -Coroner Department
Emergency Management Division
Attn: Donna Boston / Emergency Management
2644 Santiago Canyon Road
Silverado, CA 92676
PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person
and notice information upon entering into this MOU.
Notice shall be considered tendered at the time it is received by the intended
recipient.
VII. Confidentiality: Each party agrees to maintain the confidentiality of confidential records
and information to which they have access a result of their use of the System and
pursuant to all statutory laws relating to privacy and confidentiality that currently exist or
exist at any time during the term of this MOU. All information and use of the System
shall be in compliance with California Public Utilities Code section 2872. No party shall
post confidential information as part of a mass notification unless the law allows such
information to be released.
VIII. Termination: The COUNTY or any PARTICIPANT may terminate its participation in
this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to
terminate its participation in this MOU, the terminating PARTICIPANT shall provide
written notification in accordance with Paragraph VI. Notice, above. Such notice shall be
delivered to the COUNTY 30 days prior to the determined termination date. A
terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold
Harmless in its entirety and Paragraph VII. 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
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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.
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 IX. Amendments, below.
IX. Amendments: This MOU may be amended only by mutual written consent of the parties
involved unless otherwise provided for in this MOU. The modifications shall have no
force and effect unless such modifications are in writing and signed by an authorized
representative of each party. Termination by a PARTICIPANT or adding a new
PARTICIPANT to this MOU shall not be deemed an amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding
to be executed by their duly authorized representatives as of the dates opposite the signatures.
COUNTY OF ORANGE
0
Sandra Hutchens,
County of Orange
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PARTICIPANT: -r Qe c V
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