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HomeMy WebLinkAboutORANGE, COUNTY OF (53) INSURANCE NOT REQUIRED N-2025-100 WORK ftltN PROCEED CM'CLERK DATE: APR 2 9 2025 MEMORANDUM OF UNDERSTANDING BETWEEN �14�1 THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as "MOU," dated December 30, 2024, 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-060-25010178 ("Agreement") with Everbridge, Inc., for the provision of Public Mass Notification System Services, on or about December 30, 2024 attached hereto as Attachment A, to disseminate critical, time-sensitive emergency information to COUNTY's residents 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 Attachment A(Orange County Agreement No. MA-060-25010178 and Attachment B (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; AlertOC MOU 2024 Page 1 of 5 I. Definitions: "Agreement" shall refer to Orange County Agreement No, MA-060-25010178 between COUNTY and Gverbridge, Inc. "Countywide"shall inean all geographic locations in Orange CU41nty, Calilorraia. "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 Attachments. "Confidential Information" shall include but not be limited to personal identifying information about an individual sliih 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,juvonilo. "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 COL]NTY and PARTICIPANTS' respective Jurisdictions, "Emergency information shall-moan information relevant to thy: safety and welfare of recipients in the event of an Emergency. Such information shall include: but not be limited to instructions and dir ctions to alleviate or avoid the Impact of an emergency. "Emergency notification situation" shall mean instances when erne;rgency information is to be distributed through the ;System. "Individual User" shalt msan an agent, officer, employee or representative of PARTICIPANT that has been granted access to the System as set forth in this MOLT. "Non-emergency information" shall refer to information that is not relevant to the safety and welfare of recipients but has been deernod to be of significant importance to a. PARTIC.IPANT's jurisdiction to justify the use of the 5yste.nn 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 Everbri.dge, Inc. to COUNTY under tho Agreement. The Systuln is designed to disseminate information by utilizing; common conarnunications, i.e. telephone and c-Iliail communications to community members and businesses as permitted under the Agreement. AlertOC MOV 2024 Page 2 of 5 11. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COLNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITEES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may bo 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, licensees, or contracted vendors. 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 mature which PARTICIPANT, its officers, agents, employees ar 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, licenseos, or contracted vendors. 111. Term: This MOU shall be in effect frorn December 30, 2024, and shall expire on December 30, 2029 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 V111, Termination, below. IV. Scope of Serviers, PAR ICIPAN'l'S shall receive from COUNTY access to the same services being provided by I verbridgo, 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 oftlie Agreement to the PARTICIPANTS, V. Use: Use of'the System and its data, including but not limited to coritact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Attachment A, B, and C. All PARTICIPANTS agree to the terms and conditions contained in Attachments A, 14, and C. COUNTY retains the right to update Attachments A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Attachments will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Attachments shall not be deemed an amendinent 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 (Attachment C) regarding their obligations to maintain the confidentiality of login and password information; ensure that they will use the System in accordant; with AiertOC MOU 2024 Page 3 of 5 all applicable laws and regulations, including those relating to use of personal information; that they may he responsible for any breach of the terns of the Agreement with Everbridge and/or this MOU; and the confidentiality ,previsions of this IVIOU. PARTICIPANT further agrees to provide a copy of the signed. Individual User Agreement to COUNTY and notify COUNTY, in writing, if an individual user withdraws their consent to Clio Individual User Agreement at anytirrie during the telIT) of this MOU. PARTICIPANT further agrees the COUNTY may update the Individual User Agreement find require a copy of the updated signed Individual User Agreement to the COUNTY. The scope of services under the Agreement is limited to using the Systern 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 (October 15, 2024),"attaclied hereto as Attachment B. V1. Notice: Any notice or notices required or permitted to be givell pursuant to this MOU shall be submitted in writing and delivered in person, via electronic nail or via United States mail as follows: COUNTY: Comity of Orange—Sheriff Coroner Department Emergency Managetnent Division Attn: Director of Emergency Management 2644 Sarndago Canyon Roan Silverado, CA 92676 PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Each PAWrICI.PANT shall notify COUNTY if there is an updated contact person. Notice shall be considered tendered at the tune it is received by the intended recipient. V11. Conl identiality: Each parry agrees to maintain the confidentiality o co fidential 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 2972. No patsy shall post confidential information as part of a mass notification unless the law allows such information to be released. V1I1. Termination- The COUNTY or any PAl~;TICIPANT may terminate its participation in Ibis.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 Alcrt0C MOU 2024 Page 4 of 5 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 VI1. 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. Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS one 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. 1X. 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 O E BY: Date: f 41312aztf D n Barnes, S er -C oner County of Orange D�o�� 8;Qnad[bY7 By: W"y Date: 10/23/2024 1?l11111rs,County Counsel County of Orange PARTICIPANT: Cityof Santa Ana /l By: f , j Date: AuthorizVSignatu��re Robert Rodriguez,Chief of Police Print Name and Title AlertOC MOU 2024 Page 5 of 5 IN WITNESS WHEREOF, the pat-ties hereto have executed this Agreement the date and year first above written. ATTEST: - "NUNE 'i JENNIF L. HA L Ci er City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney 140 ---------------- TAMARA BOGOSIAN Senior Assistant City Attorney ATTACHMENT A CONTRACT MA-060-25010178 With Everbridge,Inc. For Public Mass Notification System This Contract MA-060-25010178, for the procurement of an Public Mass Notification System (PMNS), (hereinafter referred to as "Contract") is made and entered into as of the date fully executed by and between the County of Orange, a political subdivision of the State of California on behalf of Orange County Sheriff Department,OCSD,(hereinafter referred to as"County/Client,")and Everbridgo,Inc.,with a place of business at 155 N.Lake Ave.,Suite 900,Pasadena,CA 91101-1849,(hereinafter referred to as "Contractor,") with County and Contractor sometimes individually referred to as "Party", or collectively referred to as"Parties" ATTACHMENTS This Contract is comprised of this document and the following Attachments,which are attached - hereto and incorporated by reference into this Contract: Attachment A-Scope of Work Attachment B-Compensation and Pricing Provisions Attachment C-Staffing Plan Attachment D-Software Products—Maintenance and Support Attachment E—Acceptance and Testing Procedures Attachment F--Training Attachment G—Functional Requirements Exhibit I RECITALS WHEREAS,Contractor and County are entering into this Contract for the procurement of a Public Mass Notification System under a firm fixed fee Contract;and WHEREAS,County solicited Contract for the procurement of a Public Mass Notification System as set forth herein, and Contractor represented that it is qualified to provide a Public Mass Notification System to the County as further set forth here;and WHEREAS, Contractor agrees to provide a Public Mass Notification System to the County as further set forth in the Scope of Work,attached hereto as Attachment A;and WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in COMPensation and Pricing Provision, attached hereto as Attachment B;and WHEREAS,the County Board of Supervisors has authorized the Purchasing Agent or designee to enter into a Contract for a Public Mass Notification System with the Contractor; NOW,THEREFORE,the Parties mutually agree as follows: DEFINITIONS County of Orange MA-060--25010178 Tile No.2424402 Shera-Coronorftrchasing Services Bureate Public ManNni(ficationL yvm t Page 1 of57 i I • Administrator: Government official, employee or agency responsible for the day-to-day responsibility and oversight for the mass notification system,including design,development, coordination, implementation,monitoring and evaluation. • Application program interface (API): A set of functions and procedures allowing the creation of applications that access the features or data of an operating system, application, or other service. • Coding Accuracy Support System(CASS): Coding Accuracy Support System (CASS) is a certification system from the United States Postal Service(LISPS)for address validation. • Cyber-protection:The prevention of damage to,unauthorized use of,or exploitation of,and, if needed, the restoration of electronic information and communications systems and the information contained therein to ensure confidentiality, integrity, and availability. Includes protection and restoration, when needed, of information networks and wireline, wireless, satellite, public safoty answering points, and 911 communications systems and control systems. • Data: Any information, algorithms, or other content that the County, the County's employees,agents and end users upload,create or modify using the goods/services pursuant to this Contract, including but not limited to email addresses,telephone numbers, and geo- coded E911 data. Data also includes user identification information and metadata whichinay contain Data or from which the County's Data may be ascertainable, Personal Data shall include personal information,as defined by Civil Code Section 1798.3. • Data Breach: Any access, destruction, loss, theft, use, modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law • Documentation: The term "Documentation" shall mean, with respect to any particular items:(i)all of the written,printed,electronic,or otherwise formatted materials that relate to such items,or any component thereof;(ii)all user,operator,system administration,technical, training,support,and other manuals and all other written,printed,electronic,or other format materials that represent, demonstrate, explain or describe the functional, operational or performance capabilities of such items; and (iii) all specifications, materials, flow charts, notes,outlines,manuscripts, writings,pictorial or graphical materials,schematics,and other documents that represent, demonstrate,explain or describe such items. • CSRI mapping: (Environmental Systems Research Institute) is an international supplier of geographic information system (GIS) software, web GIS and geodatabase management applications. • Geo-coding:Provide geographical coordinates corresponding to(a location). • Geo-targeting/targeted: The practice of delivering content to a user based on his or her geographic location. • IIuman Error: Any action or inaction on the part of a Contractor's employee or agent that prevents the accomplishment of the goods'/services' intended functions and the services specified in the Scope of Work, • IPAWS:kEMA's Integrated Public Alert and Warning System(IPAWS)is an internet-based capability that federal, state, local, tribal, and territorial authorities can use to issue critical public alerts and warnings. • Notification: A communication distributed to the public and internal respondcrsi'relevant personnel that contains important,timely,accurate, and accessible information regarding an actual or potential emergency or incident, including the cause, size and current situation thereof; .resources committed and response status of the emergency management organization; and other matters of general interest to the public, responders, and additional stakeholders(both directly affected and indirectly affected). Categories of notification may include: update,alert, advisory,activation,watch or warning. • Registrant: Member of the public who is enrolled or enrolling in the system, County of Orange M1-060--25010178 Tile No.2424402 Sher{ff--C.of ones/Puivhasing Servlees bureau Public M'assNotUcalion System Page 2 of 57 • Security Incident: The potentially unauthorized access to Personal Data or Non-Public Data the Contractor believes could reasonably result in the use,disclosure or theft of the County's unencrypted Personal Data or Nan-Public Data within the possession or control of the Contractor. A Security Incident may or may not turn into a Data Breach. • Solutions: C o n t r a e to r's proprietary interactive communication services that the end- user Client has licensed access to. • Technical Failure: A malfunction in the vendor's hardware or softwarc which prevents the accomplishment of the services specified .in the Scope of Work, A malfunction of the hardware prevents the accomplishment of the hardware's intended functions and services specified in the Scope of Work. A malfunction of the software prevents the accomplishment of intended services even though the hardware may be functioning properly. Technical failures include,but are not limited to, an improper or incomplete conversion or upgrade of the hardware or software. • User: Government employee or affiliated volunteer who has the ability to log-in to the system for administrative purposes (e.g., maintaining contact lists, sending notifications, monitoring notification results, etc.). Includes employees and contractors of other public entities who are authorized by the County to access the system pursuant to a Memorandum of Understanding between the County and those public entities. • W1aVEAS;Wireless Emergency Alerts/Emergency Alert System. ARTICLES 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 adjudication to another county. B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein,and there are no restrictions,promises,warranties or undertalcings 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 software, shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or designee. 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, alternatives,substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor. E. Intentionally left blank F. Acceptance Payment: Unless otherwise agreed to in writing by County, payment shall be made County of Orange M..4-060--25010178 File No.2424402 Sher f-Coroner/Purchasing Services Bureau Public Mass Noltricaiion System Page 3 of 57 annually In advance and in accordance with Attachment 13, Compensation and Pricing Provisions. Only in the event the Contractor Is terminated for material breach,County shall immediately receive one/twelfth(1/12)of all prepaid PMNS subscription and services(as listed in this contract)for each month or portion thereof remaining for the applicable Contract year as listed in this Contract. G. Warranty: Contractor Warranty. Contractor shall provide the services in material compliance with the functionality and specifications set forth on the applicable Solution Documentation. Contractor shall provide 24X7X365 customer support.Professional Services shall be performed in a professional manner consistent with industry standards. Disclaimer. THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY CONTRACTOR HEREUNDER,AND CONTRACTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMI'I`TE?D BY APPLICABLE LAW, CONTRACTOR DOES NOT WARRANT THAT THE SOLUTION WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL CONTRACTOR HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,HOWF,VrR CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SMS Transmission. CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"), ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES. ACCORDINGLY, CONTRACTOR RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY SITUATION. H. Patent/Copyright Materials/Proprietary Infringement: Contractor shall defend, indemnify and hold Client harmless from and against any Claim against Client arising out of(1) any breach by Contractor of applicable privacy .laws; (ii) any broach by Contractor of its data security obligations; or (iii) an allegation that the Solution as contemplated hereunder infringes all issued patent or other IP Right in a country in which the Solution is provided to Client,If(x)any aspect of the Solution is found or,in Contractor's reasonable opinion is likely to be found, to infringe upon the IP Right of a third party or (y) the continued use of the Solution is enjoined,then Contractor will promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii)modify such aspect of the Solution so that it is non-infringing;or(iii)replace such aspect of the Solution with a non-infringing:functional equivalent. If,after all commercially reasonable efforts,Contractor determines in good faith that options(i)-(iii) are not feasible,Contractor will remove the infringing items front the Solution and refiund to Client on a pro-rata basis any prepaid unused fees paid for such infringing element.The remedies sat forth in this Section are Client's exclusive remedy for Claims for infringement of an IP Right. Contractor shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i) the combinations, operation, or use of the Solution supplied under this Agreement with any product, device, or software not supplied by Contractor to the extent the combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (ii!) Contractor's compliance with Client's designs, specifications,requests or instruction pursuant to an engagement for Everbridge Professional Services relating to the Solution to the extent the claim of infringement is based on the foregoing. Ca un ly of Orange MR-060--25010178 File No,2424402 Shefiff--Coroner/Purchaerng&rPlees Bureau Public Mass Notification System Page 4 of 57 Indemnification Process, The indemnifying party's obligations under this Section are contingent upon the indemnified party(a)promptly giving notice of the Claim to the indemnifying party once the Clahn is known; (b) giving the indemnifying party sole control of the defense and settlement of the Claim. (provided that the indemnifying party may not settle such Claim unless such settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party's business or service); and (c) providing the indemnifying party all available information and reasonable assistance. I. Assignment, Assignment: 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 by Contractor without the express written consent of County,which consent shall not be unreasonably withheld or delayed,Any attempt by Contractor to assign 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 penalties pursuant to Section 1741 of the California Labor Code. K. Termination; In addition to any other remedies or rights it may have by law, County has the right to immediately terminate this Contract without penalty after 30 days' written notice without cause, unless otherwise specified. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation, Either Party may terminate this Agreement upon the other Party's material breach of the Agreement, provided that(i) the non-breaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (ii)the breaching Party does not cure the breach within thirty(30)days following its receipt of such notice (the "Notice Period"); and(iii) following the expiration of the Notice Period, the non-breaching Party sends a second written notice indicating its election to terminate this Agreement,If CIIent terminates this Agreement due to material breach by Contractor, Client shall be entitled to a refund of any prepaid unused fees on a pro-rata basis,provided that such refund shall be Client's sole and exclusive remedy. L. Consent to Breach Not Waiver: No term or provision of this Contract shalI 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. Independent Contractor: Contractor shall be considered an independent contractor 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 of any kind through County, N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently,carefully,and in a good and workmanlike manner; shall furnish all necessary labor,supervision,machinery,equipment,materials,and supplies,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. If permitted to Subcontract,Contractor shall be fully responsible for all work performed by subcontractors. County of orange AM-060--25010178 File No.2424402 Shore-Coroner/Purchasing Services Bureau PubhoMassNot(fJcatton Sysiam Page 5 of 57 1. Contractor shall promptly notify the Orange County Sheriff's Department Emergency Management Division personnel assigned as lead program manager for this Contract upon discovery or reasonable awareness of the following: (a) any issues or deficiencies with the goods/services provided pursuant to this Contract or in the provision of similar products/services to another customer,whether identified by Contractor's own personnel or by other customers or subcontractors; (b) any claim or action against, or any loss by, Contractor that involves or may reasonably be expected to involve similar goods and/or services provided pursuant to this Contract; or (c) the initiation of any government investigation that may result in a finding that Contractor is not in compliance with all I applicable federal, state and local laws. Notification may be performed through an jl automated service notification email or telephone process, or via direct personal phone calls with written follow-up documentation, depending upon the urgency of the issues, incidents,or deficiencies. Contractor shall maintain a system issue/deficiency log during the life of the Contract and for four(4)years beyond contract termination,which shall be made available to the County upon request. 2. County shall promptly notify Contractor upon discovery or reasonable belief/awareness of any issues or deficiencies with the goods/services to be provided pursuant to this Contract, either identified directly by County's own personnel or by other customers or subcontractors. Notification may be performed in writing or direct personal phone call with written follow-up documentation, depending upon the urgency of the issues, incidents,or deficiencies. The Contractor shall include these issues or deficiencies in their system issue/deficiency log during the life of the contract and for four(4) years beyond contract termination, 3. In the event any goods or services provided by the Contractor in the performance of the Contract should fail to conform to the requirements in this Contract, it shall become the duty of the Contractor to correct the performance of goods/services, without expense to the County. If corrective action(including but not limited to patches,bug fixes,updates) is taken by the Contractor to remedy issues or deficiencies in the provision of similar goods and/or services to other customers, such corrective action shall be provided to the County at no additional cost if such corrective action is needed for the Contractor to meet its obligations under this Contract. 4. The County and Contractor agree to establish a collaborative process for developing timelines and benchmarks for corrective action and resolution of issues or deficiencies. O. Lsurance]Provisions: Prior to the provision of services under this Contract, the Contractor agrees to carry all required insurance at Contractor's expense, including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage current,provide Certificates of Insurance, and endorsements to the County during the entire term of this Contract, Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions asset forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County represontative(s)at any reasonable time. County ofOrange .M.4-060--25010178 Idle No.2424442 Sher(fj Coroner/1'ul�hasitag Services Bureau public Plan Noriflcallon System Page 607 57 i All self-Insured retentions(SIRS)shall be clearly stated on the Certificate of Insurance. Any SIRS in excess of Fifty Thousand Dollars $50,000 shall specifically be approved by the County's Risk Manager,or designee,The County reserves the right to require current audited financial reports from Contractor. If Contractor is self-insured,Contractor will indemnify the County for any and all claims resulting or arising from.Contractor's services in accordance with the indemnity provision stated in this contract. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A-(Secure A.M.Best's Rating) and VIII(Financial Size Category as determined by the most current edition of the Best's Ivey Rating Guide/Property-Casualty/United States or ambest.com). If the insurance carrier does not have an A.M.Best Rating of A-IVIII,CEO/Risk Management retains the right to approve or reject a 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: Coyernae Minimum Limits Commercial General Liability $1,000,000 per occurrence $2,000,000 aggregate Automobile Liability including coverage $1,000,000 combined owned or scheduled,non-owned and hired vehicles single limit each accident Workers Compensation Statutory Employers Liability Insurance $1,000,000 per accident or disease Network Security&Privacy $1,000,000 per claims-made Liability Technology Errors&Omissions $2,000,000 per claims made $2,000,000 aggregate Increased insurance limits may be satisfied with Excess/Umbrella policies.Excess/Umbrella policies when required must provide Follow Form coverage. Re aired Coverage Forms The Commercial General Liability coverage shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01,CA 00 05, CA 0012, CA 00 20,or a substitute form providing coverage at least as broad, Coundy of Orange MA-060--25010178 File No,2424402 ShorW'Cmvnar/Furchgsing Services Bureau Public Mass Nott8cadion 4nem Page 7 of 57 I Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance; 1) An Additional Insured endorsement using I84 form CG 20 26 04 13,or a form at least as broad naming the County of Orange its elected and appointed officials, officers,agents,and employees as Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT. 2) A primary non-contributory endorsement using ISO form CG 20 01 04 13,or a form at least as broad evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. The Network Security and Privacy Liability policy shall contain the following endorsements which shall accompany the Certificate of Insurance; 1) An Additional Insured endorsement naming the County of Orange, its elected anti appointed officials,officers, agents,and employees as Additional Insureds for its vicarious liability. 2) A primary and non-contributory endorsement evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and noncontributing. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, Its elected and appointed officials, gfircers, QUIRE,agents,and employees or provide blanket coverage,which will state ASREQUIR BY WRITTEN CONTRACT. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents, and employees when acting within the scope of their appointment or employment. Contractor shall.provide thirty(30)days prior written notice to the County of any policy cancellation or non-renewal and ten(10) days prior written notice where cancellation is due to nonpayment of premium and provide a copy of the cancellation notice to County. failure to provide written notice of cancellation may constitute a material breach of the Contract,upon which the County may suspend or terminate this Contract. If Contractor's Technology Errors & Omissions and/or Network Security & Privacy Liability are "Claims-Made"policy(ies),Contractor shall agree to the following. 1) The retroactive date must be shown and must be before the date of the contract or the beginning of the contract services. 2) Insurance must be maintained, and evidence of insurance must be provided for at least three(3) years after expiration or earlier termination of contract services. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract services, Contractor mrist purchase an extended reporting period for a minimum of three(3)years after expiration of earlier termination of the Contract. Coun[y of 0range Mir-06045010178 Flie Ma.2424402 A01'0'C0r0ner/Pu1Vhaslrt9 Services llureaM Public Mass Nolif eallon Syvam Page 8 of 57 The Commercial General Liability policy shall contain a severability of interests clause also known as a"separation of insureds"clause(standard in the ISO CG 0001 policy). 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 (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor. 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 provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty (30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor,and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract,nor act in any way to reduce the policy coverage and limits available from the insurer, P. Changes: Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. Q. Change of Ownership/Name, Litigation Status, Conflicts with County Interests: 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 instruments of transfer to assume Contractor's duties and obligations contained in this Contract and complete them to the satisfaction of County. County reserves the right to immediately terminate the Contract in the event the County determines that the assignees is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract. In addition, Contractor has the duty to notify the County in writing of any change in the Contractor's status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor's performance under the Contract, as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor's game, conflict of interest or litigation status, Contractor must also provide an update to the County of its status in these areas whenever requested by the County. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract.. The Contractor's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment,payments, loans or other considerations which could be deemed to influence Catinty of Orange MA-060-25010178 Azle Na.2429902 SIra1' Cornnat/Furchasing Serilkes Burma Public Mass 1Votifdcaalon System Page 9 of 57 or appear to influence County staff or elected officers in the performance of their duties. R. intentionally left blank S. 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 information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. Definition. "Confidential Information" means all information of a Party ("Disclosing Party") disclosed to the other Party ("Rece€ving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation,all Client Data,the Solutions,and either Party's business and marketing plans,technology and technical information,product designs,reports and business processes.Confidential Information shall not include any information that;(€)is or becomes generally known to the public without breach of any obligation owed to Disclosing Party;(ii)was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (III) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party;or(iv)is received from a third party without breach of any obligation owed to Disclosing Party. Confidential Information shall not include this Contract. Protection.Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose other than performance or enforcement of this Agreement without Disclosing Party's prior written consent.If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party,including under the Freedom of Information Act or other public information request (i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential Information. Upon Termination. Upon any termination of this Agreement,the Receiving Party shall continue to maintain the confidentiality of the Disclosing Patty's Confidential Information arid,upon request and to the extent practicable, destroy all materials containing such Confidential Information. Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information if required by applicable law ar regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving and back-up procedures, subject at all threes to the continuing applicability of the provisions of this Agreement. T. Compliance with Laws., Contractor represents that services to be provided under this Contract shall Rilly 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. County of srmrgs MA-060-ZS01017R FIto No.2424402 Shero'Coroner/Purchasing Services Bpreau Public MassNottflcatton System Page 10 ofS7 i U. Freight: Intentionally left blank. V, Severability: If any term, 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. W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees, costs and expenses, X, 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 had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such coumul 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 or 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 drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. Y. Employee Eligibility Verification: The Contractor warrants that it frilly 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 moot the citizenship or alien status requirement set forth in Federal statutes 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 ail such documentation for all covered employees for the period prescribed by the law.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 alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Z. AuditslInspections: Contractor agrees to permit the County's Auditor-Controllor or the Auditor- Controller'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 property of Contractor for the purpose of auditing or inspecting financial boobs and under this Contract, The inspection and/or audit will be confined to those matters connected with the financial aspects of the Contract including,but not limited to,the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection, All documents requested shall be provided electronically, The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three 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 any subcontractor related to performance of this Contract, County of Of range MA-060--25010178 File No.2424402 Shere Coroner/Purchasing Services Bureau Public MrasNoto7catlon Syvem Page 11 of S7 Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this agreement shall be forwarded to the County's project manager. AA. Intentionally left blank BB. Contingency of Funds: Contractor acknowledges that fielding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to County; and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited,County may immediately terminate or modify this Contract without penalty. CC. Licensing Terms and Conditions; 1. County Responsibilities 1.1 Client Data. County shall retain all ownership rights in all Contact data and all electronic data County transmits to Contractor to or through the Solutions("County Data").County represents that it has the right to authorize and hereby does authorize Contractor to collect,store and process Cotuity Data subject to the terms of this Agreement. County shall maintain a copy of all Contact data it provides to Contractor, 1.2 Use of Solutions. County is responsible for all activity occurring under County's account(s) and shall comply with all applicable laws and regulations in connection with County's use of the Services, including its provision of County Data to Contractor. County shall be responsible for ensuring that there is a lawful basis for sending communications through the Solutions to Contacts including,where applicable,obtaining the required consent of Contacts.County shall promptly notify Contractor of any unauthorized use of any password or account of which County becomes aware.County acknowledges that the Solutions are a passive conduit for the transmission of County Data, and Contractor has no obligation to screen,preview or monitor content,and shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any County Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent, accessed, posted or otherwise transmitted via the Solutions by County, Users or Contacts, except to the extent such losses are caused directly by the acts or omissions of Contractor personnel. 2.Proprietory Rithtc i 2.1 Grant of License.Subject to the terms and conditions of this Agreement,Contractor hereby grants to County, during the term of this Agreement, a limited, non-exclusive, non-transferable, non- sublicensable right to use the Solutions. i 2.2 Restrictions, County shall use the Solution solely for its internal business purposes. In particular, County's use of the Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing, County shall not (i) sell, transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set forth herein; (it) modify or make derivative works based upon the Solution; (M) reverse engineer the Solution; (iv) remove, obscure or alter any proprietary notices or labels on the Solution or any materials made available by Contractor; (v) use, post, transmit or introduce any device, software or routine(including viruses,worms or other harmful code)which interferes or attempts to interfere with the operation of the Solution; or (vi) defeat or attempt to defeat any security mechanism of any Solution. 23 Reservation of Rights. The Solutions (including all associated computer software (whether in source code, object code, or other form), databases, indexing, search, and retrieval methods and routines,HTML,active server pages,intranet pages,and similar materials)and all intellectual property and other rights,title,and interest therein(collectively,"IP Rights"),whether conceived by Contractor j County of Orange MR-060--25010178 File No.2424402 � Shera-CoronerlPurchastng Services Bureau Pubho Mass Not cation System Page 12 of'57 i i i I alone or in conjunction with others,constitute Confidential Information and the valuable intellectual property, proprietary material, and trade secrets of Contractor and its licensors and are protected by applicable intellectual property laws of the United States and other countries. Contractor owns (I) all voluntary feedback regarding the design or operation of the Services (except for the County Data) provided to Contractor by Users, County and Contacts in conjunction with the Services, and (ii) all aggregated and anonymized transactional, performance, derivative data and metadata generated in connection with the Solutions,which are generally used to improve the functionality and performance of the Services.Except for the rights expressly granted to County in this Agreement,all rights in and to the Solutions and all of the foregoing elements thereof(including the rights to any work product resulting from Professional Services and to any modification, enhancement, configuration or derivative work of the Solutions)are and shall remain solely owned by Contractor and its respective licensors, Contractor may use and provide Solutions and Professional Services to others that are similar to those provided to County hereunder, and Contractor may use in engagements with others any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Professional Services to County, provided that, in each case,no County Data or County Confidential Information is disclosed thereby. 3.Limitation of Liability: To the maximum extent permitted by law,neither Party shall have any liability to the other Party for any indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Except for its indemnilication obligations in this Agreement to the contrary,in no event shall Contractor's aggregate liability,regardless of whether any action or claim is based on warranty,contract,tort or otherwise,exceed amounts paid or due by County to Contractor hereunder daring the 12-month period prior to the event giving rise to such liability.The foregoing limitations shall apply even if the non-breaching party's remedies under this Agreement fail their essential purpose. Additional Terms and Conditions: 1 1. Scope of Contract: This Contract specifies the Contractual terms and conditions by which County will procure a Public Mass Notification System from Contractor as further detailed in the Scope of Work,identified,and incorporated herein by this reference as"Attachment A". 2. Term of Contract: This Contract shall commence on December 31,2024 and continue for three(3) calendar years from that date,unless otherwise terminated by County. This Contract may be renewed as set forth in paragraph 3 below. 3. Renewal: This Contract may be renewed by mutual written agreement of both Parties for two(2) additional one (1) year terms. The County does not have to give reason if it elects not to renew. Renewal periods may be subject to approval by the County of Orange Board of Supervisors. 4. Adjustments — Scope of Work: No adjustments made to the Scope of Work will be authorized without prior written approval of the County assigned Deputy Purchasing Agent. 5. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964,as amended,Section 504 of the Rehabilitation Act of 1973,as amended;the Age Discrimination Act of 1975 as amended; Title Il of the Americans with Disabilities Act of 1990,and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin,ethnic group identification,age, religion, marital status,sex or disability. G. Conflict of Interest — Contractor's Personnel. Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of County. This obligation shall apply to Contractor; Contractor's employees, agents, and subcontractors associated with accomplishing work and services hereunder.Contractor's efforts shall County of Orange MA-06045010178 Ole No.2424402 SherWCmonvVhi chasing Services Bateau Public Mass Not(fication*tem Page 13 of57 include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of County. 7. Conflict of Interest—County Personnel: County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest, Contractor shall not,during the period of this Contract,employ any County employee for any purpose. S. Contractor's Project Manager and Ivey Personnel: Contractor shall appoint a Project Manager to direct Contractor's efforts in fulfilling Contractor's obligations under this Contract. This Project Manager shall be subject to approval by County and shall not be changed without the written consent of County's Project Manager,which consent shall not be unreasonably withheld. Contractor's Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project time lines. County's Project Manager shall have the right to require the removal and replacement of Contractor's Project Manager from providing services to County under this Contract. County's Project manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five(5)business days after written notice by County's Project Manager. County's Project Manager shall review and approve the appointment of the replacement for Contractor's Project Manager. County is not required to provide any additional information, reason or rationale in the event It requires the removal of Contractor's Project Manager from providing further services under Contract. 9. Contractor Personnel — Reference Checks: Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Contractor's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 10, Contractor Personnel — Uniform/Badges/Identification: Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility under this Contract. All Contractor's employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor and must be work at all times while working on County property.The assigned Deputy Purchasing Agent must be notified in writing,within seven (7)days of notification of award of Contract of the uniform and/or badges andl or other identification to be worn by employees prior to beginning work and notified in writing seven(7)days prior to any changes in this procedure. 11. Contractor's Records: Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored for a period of three(3)years after final payment is received from County, 12. 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. 13. Data --Title To: All materials, documents, data or information obtained from County data files or any Counly of Orange hIA-060--25010178 Tile No,2424,102 SheriCoraner/ whmingServicesBuivau Public Mass Nolification System Page 1daf37 County medium furnished to Contractor in the performance of this Contract will at all times remain the property of County. Such data or information may not be used or copied for direct or indirect use by Contractor after completion ortermination of this Contract without the express written consent of County,All materials, documents, data or information, including copies,must be returned to County at the end of this Contract, 14, Debarment;Contractor shall certify that neither Contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. Where Contractor as the recipient of federal funds, in unable to certify to any of the statements in the certification, Contractor must include an explanation with the bid/proposal. Debartrent pending debarment,declared ineligibility or voluntary exclusion from participation by any Federal department of agency may result in the bid/proposal being deemed non-responsible, 15. Disputes—Contract: A. The parties shall deal in good faith and attempt to resolve potential disputes informally. If 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 Deputy Purchasing Agent by way of the following process: 1. The Contractor shall submit to the agency/department assigned Deputy Purchasing Agent a written demand for a final decision regarding the disposition of ally 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 Deputy 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. Nothing in this section shall be construed as affecting the County's right to terminate the Contract for cause or termination for convenience as stated in section K herein. 16. Drug-Free'Workplace: The Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The Contractor will; 1, Publish a statement notifying employees that unlawful manufacture,distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). Counly of Orange Ml1-O60--25010175 file No,2424402 SI1e)-r-Coronerllltiiviiasirig SeMees Bureau Public Muss Motj/lcallonSystem Page 15 of57 2. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2)to inform employees about all of the following: a. The dangers of drug abuse in the workplace; b. The organization's policy of maintaining a drug-free workplace; C. Any available counseling, rehabilitation and employee assistance programs;and d. Penalties that may be imposed upon employees for drug abuse violations. 3. Provide as required by Government Code Section 8355(a)(3)that every employee who works under this Contract: a. Will receive a copy of the company's drug-free policy statement;and b. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the Contract or both,and the Contractor may be ineligible for award of any future County contracts if the County determines that any of the following has occurred: I. The Contractor has made false certification,or 2. The Contractor violates the certification by failing to can•y out the requirements as noted above. 17. EDD Independent Contractor Reporting Requirements: Effective January 1,2001,the County of Orange is required to file in accordance with subdivision(a)of Section 6041 A of the Internal Revenue Code for services received from a"service provider"to whom the County pays$600 or more or with whom the County enters into a contract for$600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term "service provider" is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state." The term is further defined by the California Employment Development Department to refer specifically to independent Contractors. An independent Contractor is defined as"an individual who is not an employee of the government entity for California purposes and who receives compensation or executes a contract for services performed for that government entity either in or outside of California." The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships,and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at http://w-%vw,edd.ca.gov/Employer Services.htm 18. Equal Employment Opportunity: The Contractor shall comply with U.S. Executive Order 11246 entitled. "Equal Employment Opportunity" as amended by Executive Order 11375 and as County of Orange X111-060-25010178 File No.2124402 SheriCoronm•herhating Semites Bureau Public Uass Nonficalion S}sieut Page 16 of 57 supplemented in Department of Labor regulations(41 C3~R,Part 60)and applicable state of California regulations as may now exist or be amended in the future. The Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry,religion,sex,marital status,political affiliation or physical or mental condition. Regarding handicapped persons, the Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment,upgrading,promotions, transfers,recruitments,advertising,layoffs,terminations,gate of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977,and found in the Federal Register, Volume 42,No.68 dated May 4, 1977,as may now exist or be amended in the future. Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title I. of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future. 19. )emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County,state or federal government,this Contract may be subjected to unusual usage. The Contractor shall service the County durfrig such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the County's needs regardless of the circumstances. If the Contractor is unable to supply the goods/services tinder the terins of the Contract,then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s). Additional profit margin as a result of supplying; goods/sarvices during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster,emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number. 20. Errors and Omissions:All reports,files wind other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Contractor Project Manager and key personnel attached hereto, prior to submission to the County. i Contractor agrees that County review is discretionary, and Contractor shall not assume that the j County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports,files and other written documents,the reports,files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written 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 without payment of additional compensation, 21. 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, County of Orange MA-060--250101 M File No.2424402 Sherg-Coroner/Purchasing Services Bureau Public ManNoty1callon 4vem Page 17 of 57 either in whole or in part,and any loss or damage sustained by the County in procuring on the open market any 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 law or under the Contract. 22. Interpretation of Contract: In the event of a conflict or question involving the provisions of any part of this Contract,interpretation slid clarification as necessary shall be determined by the County's assigned buyer. If disagreement exists between the Contractor and the County's assigned buyer in interpreting the provision(s),final interpretation and clarification shall be determined by the County's Purchasing Agent or his designee. 23. Lobbying: On the best information and belief, Contractor certifies no Federal appropriated fiends have been paid or will be paid by, or on behalf of, the Contractor to any person influencing or attempting to influence an offioer or employee of Congress;or an employee of a member of Congress in connection with the awarding of any federal contract, continuation, renewal, amendment, or modification of any federal contract,grant,loan,or cooperative contract. 24. News/)information Release: 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 County through County's Project Manager. 25. Notices: Any and all notices,requests demands and other communications contemplated,called for, permitted,or required to be given hereunder shall be in writing with a copy provided to the assigned Deputy Purchasing Agent(DPA),except through the course of the parties' project managers'routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery,if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four(4)calendar days after being mailed by US certified or registered mail,return receipt requested,postage prepaid, whichever occurs first. The date of mailing shall count as the first day, All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. Contractor: Everbridge,Inc. 155 N.Lake Ave,,Suite 900 Pasadena, CA 91101 Attn: Joanna Burlison Ph: 888-366-4911 Email:Jofuura.burlison@verbridge.com County: County Of Orange Orange County Sheriff's Department/Emergency Management Division 2644 Santiago Canyon Road Silverado,CA 92676 Attn:Lee Kaser Ph:714-628-7081 Email:Llcascr@ocsheriff.gov Assigned DPA: County of Orange 1 Orange County,Sheriff s Department/Procurement Division ! Attn: Maria Ayala j 320 N.Flower St.tad Fl. Santa Ana,CA,92703 County of Orange AM-060-2501 01 78 file No.2424402 Sherg-CoronvdPurchashtg Services Bureart Public Mass Nollacallon System Page 18 of 57 # 3 I Ph.714-834-6360 Email: Mayala@ocsheriff.gov 26. Precedence: Contract documents consist of this Contract and its exhibits and attachments, In the event of a conflict between or among Contract documents,the order of precedence shall be the provisions of the main body of this Contract,Le.,those provisions sat forth in the recitals and articles of this Contract,and then the exhibits and attachments, 27. Research and Publications: Contractor shall not utilize information and/or data received froze COUNTY, or arising out of, or developed, as a result of this Contract for the purpose of personal research,or for publication. 28. Reports/Meetings: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. 29. Sub-Contracting: No performance of this Contract or any portion thereof may be subcontracted by the Contractor without the express written consent of the County. Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract. In the event that the Contractor is authorized by the County to subcontract,this Contract shall take precedence over the terms of the Contract between Contractor and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Contractor for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange. 30. Substitutions: The Contractor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior County written approval. 31. State Funds—Audits: When and if state funds are used in whole or part to pay for the goods and/or services under this Contract,the Contractor agrees to allow the Contractor's financial records to be audited by auditors from the State of California,the County of Orange,or a private auditing firm hired by the State or the County. The State or County shall provide reasonable notice of such audit. 32. Waivers - Contract: The failure of the County in any one or more instances to insist upon strict performance of any of the terms of this Contract or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion, 33. Termination--Orderly: Amer receipt of a termination notice from County of Orange, Contractor may submit to County atermination claim,if applicable. Such claim shall be submitted promptly,but in no event later than 60 days from the effective date of the termination,unless one or more extensions in writing are granted by County upon written request of Contractor. Upon termination County agrees to pay Contractor for all services performed prior to termination which meet the requirements of Contract,provided,however,that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in Contract. 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 performance of Contract.Contractor understands the sensitively and importance of the services provided herein,and agrees to the orderly transition to a new vendor so that there is no disruption in service. Coutuyof0range Mlf-060--25010178 F11eNo,2424402 k Sher{-Coroner/hrrchasrng Servlces Bureau Pub!!c Mass Not{ftcatlnn Systerii Page 19 of 57 f i i I I 34. Usage: No guarantee is given by County to Contractor regarding usage of this Contract. Usage figures,if provided,are approximations. Contractor agrees to supply services and/or commodities requested, as needed by County of Orange, at rates/prices listed in Contract,regardless of quantity requested.Unlimited message delivery modalities including SMS,voice,email or Everbridge Mobile App for all communications and messaging.If Client excessively uses the SMS or Voice modalities for non-public safety messaging, in Contractor's reasonable discretion, Client and Contractor shall engage in good faith discussions about best practices for messaging. 35. Usage Reports: Contractor shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of Contract term,or any subsequent renewal term,if applicable. 36. Networks and Carriers: The Solution delivers information for supported Contact paths to public and private networks and carriers, but Contractor cannot guarantee delivery of the information to the recipients. Final delivery of information to recipients is dependent on and is the responsibility of the designated public and private networks or carriers. 37. Federal Grant Funds: The following shall apply to purchases made through the expenditure of Federal Grant Funds by the Orange County Sheriffs Department: i. Clean Air Act(42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— If this Agreement is in excess of $150,000, Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act(42 U.S.C. 7401-7671q) and the federal Water Pollution Control Act as amended (33 U.S.C. 1.2.51.-1387). Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). H. Energy Policy and Conservation Act Provision: Contractor shall follow mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub.L.94-163,89 Stat. 871). iii. Certifications: Federal Grant Funds: Contractor is informed and understands that this Contract is being; partially funded by Federal Grant Funds. Contractor agrees to the following in relation to executing this Contract. l. Audit Records-With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the grant agency and/or their duly authorized representatives 'for a period of three (3) years from the termination of this Contract. 2. Contractor will comply,with all requirements of the Copeland"Anti-Kickback." Act (18 U.S.C. 874) as supplemented in Department of Labor Regulations (29 CFR Part 3),as applicable 3. Contractor will comply, with all requirements of Sections 103 and 107 of the Contractor Work and Safety Standards Act(40 U.S.0 327-330)as supplemented by Department of Labor regulations(29 CPR Part 5),as applicable." Counly of Orange Mil-060--25010178 File No,2424402 SherO=Coronet/Purchasing Services Bureau Public Mass Nolificallon S}slern Page 20 of 57 (A) Equal .Employment Opportunity. Except as otherwise provided under 4.1 CFR Part 60, if this Agreement meets the definition of"federally assisted construction contract"in 41 CFR Part 60- 1.4,the Contractor shall agree as follows; (1)Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sexual orientation, gender identity, or national origin. Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race,color,religion,sex,sexual orientation, gender identity,or national origin.Such action shall include,but not be limited to the following: Employment,upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause, (2)Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race,color,religion,sex,sexual orientation,gender identity,or national origin. (3) Contractor will not discharge,or in any other manner discriminate against,any employee or applicant for employment because such employee or applicant has inquired about,discussed,or disclosed the compensation of the employee or applicant or another employee or applicant.This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job ftinctions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge,in furtherance of an investigation,proceeding,hearing,or action,including an investigation conducted by the employer,or is consistent with the Contractor's legal duty to furnish information, (4)Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workcrs'representatives of the Contractor's commitments under this section,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (6) Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Pail, 1964-1965 Comp,, p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part-60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." (6)Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. (7)In the event of Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, County of Ormtge MA-060-•25010178 File No.2424402 Shoff-Corom-dPurchaaingSeMees Bureau Public Mass Not(fIoationSywwr Page 21 of57 terminated, or suspended in whole or in part and Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) Contractor will include the portion of the sentence immediately preceding paragraph(1) and the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,so that such provisions will be binding upon each subcontractor or vendor.The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions,including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, Iitigation with a subcontractor or vendor as a result of such direction by the administering agency,the contractor may request the United States to enter Into such litigation to protect the interests of the United States. (B) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation,all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.3141-3144,and 3146-3148) that Contractor shall comply with as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, Contractor is required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor is required to pay wages not less than once a week. The Contractor shall also comply with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing,by any means, any person employed in the construction,completion,or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled, (C) Contract Work Hours and Safety Standards Act(40 U.S.C. 3701-3708). Where applicable,all contracts awarded by the non- Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations(29 CFR Part 5).Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a haft times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous,These requirements do not apply to � the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (D) Rights to Inventions Made Under a Contract or Agreement. If this Agreement involves a Federal award meeting the definition of"funding agreement"under 37 CFR§401.2(a)and the Counly of olvnge MA-060-•25010178 File No.2424402 AerkXCoroner/Pirrclrasing Services Bureau Public MassNotytcatlonSystarn Page 22 of57 i Contractor wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental,or research work under that"funding agreement,"the Contractor must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. (E) Federal Grant recipients,subrecipients, contractors and subcontractors shall comply with 2 C.F.R. §200.323. Procurement of recovered materials. (F) Contracts for more than the federal Simplified Acquisition Threshold (SAT), which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils)as authorized by 41 U.S.0 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms,and provide for such sanctions and penalties as appropriate. (G) All contracts in excess of the federal Micro-Purchase Threshold (MPT) must address termination for cause and for convenience by the non-federal entity including the manner by which it will be affected and the basis for settlement. (H) Federal Grant recipients, subrecipients, contractors and subcontractors shall comply with the provision at Federal Acquisition Regulation (FAR) to implement the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (FY 2019 NDAA)(Pub. L. No. 115-232[20181)Section 889(b)(1)—Prohibition on Contracting with Entities Using Certain Telecommunications and Video Surveillance Services or Equipment. (1) Contractor shall comply with applicable provisions of Appendix 11 to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards of the Code of Federal Regulations, littps://www.ectr.gov/cgibin/ retrieveECFR?gp=&SI D=2fb42dbbec4797fa42d02832e3f524f8&mc=true&n=pt2.1.20 0&r=PART&ty=HTM L%20-%20ap2.1.200_1521.ii. 38. Debarment and Suspension: Debarment and Suspension (Executive Orders 12549 and 12689). A contract award must not be made to parties listed on the government wide exclusions in the System for Award Management(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189)and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended,or otherwise excluded by agencies,as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 39. Byrd Anti-Lobbying Amendment: Byrd Anti-Lobbying Amendment (31 U.S.C. 1352"f this Agreement exceeds$100,000,Contractor must file with the County,the certification required by 31 U.S.C. 1352. Each tier certifies to the tier above that Contractor will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress, officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Contractor must also disclose to the County any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Contractor must execute the certification,as provided in Attachment J. Count)oforangc ,t14-060--25010178 FileNv.2424402 Sheriff-CoroneWhirrluurng Ser vim Bureau Pubhc•Klass Notrficanon System Page 23 of57 40. Security Requirements: A. Contractor shall, with respect to all employees of Contractor performing services hereunder: 1. Perform background checks as to past employment history. 2. Inquire as to past criminal felony convictions. 3. Ascertain that those employees who are required to drive in the course of performing services hereunder have valid California driver's licenses and no DUI convictions within two(2)years prior to commencement of services hereunder, 4. Perform drug screening to determine that such employees are not users of illegal controlled substances as defined by federal law. B. Contractor shall not assign to work under this Agreement any Contractor personnel as to whom the foregoing procedures indicate: l. Inability or unwillingness to perform in a competent manner. 2, Past criminal convictions for theft:,burglary or conduct causing property damage or mental or physical harm to persons. 3. Where such employee's duties include driving a vehicle, absence of a valid California,driver's license or a DUI conviction within the prior two(2)years. 4. Usage of illegal controlled substances as defined by federal law. C. If any of the problems identified with respect to Contractor's employees are discovered after assignment of an employee to work performed associated with this Agreement, or if County otherwise reasonably deems an assigned employee unacceptable,Contractor shall remove and replace such employee working under this Agreement, D. Nothing herein shall render any employee of Contractor an employee of County. I I -Signature Page to Follow- Counly of orange MA-060--25010178 File No.2424402 S`hert f-Coroner1Purchas1MY Servlees Bureau Public Mass Noiocalionb�vslvn Page 24 of 57 CONTRACT SIGNATURE PAGE IN WITNESS WHEPEOF,the Parties hereto have executed this Contract#MA-060-25010178 for a Public Mass Notification System (PMNS)on the dates opposite their respective signatures. Contractor*: Everbriidcggee, Inc. Title: Vice President Print Name; Noah Webster _--.-_ Date: 10/1/2024 Contractor*: Everbridge,Inc. By: c`cLcz �` Title: Secretary Print Name: Noah Webster _Date: 10/1/2024 *if the contracting party is a corporation, (2) two signatures are required.- (1)signature by the Chairman of the Board, the President or any rice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature ol'one person alone is sufficient to bind a corporation, as long cis he or she holds corporate offices in each of the two categories described above. For County purposes,proof of such dual office holding will be satisfied by having the individual sign the instrument tivice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the coinpaity. County Of Orange A political subdivision of the State of California a:. ' Sheriff-Coroner Department By: Title: Yri Print Name: Date: jj Approved by the Board of Supervisors: Z Approved as to Form Office of the County Counsel Orange County,California DocuSigned oy: By: Deputy 877267510/FWE County of Orange AAA-060--15 01 0 1 78 File No-2424402 Slren,(j-CoronetYPtnrhasitig Sen•tces Bureau Public.Mass Notification System Page 25 of 57 ATTACHMENT A SCOPE OF WORK I. INTRODUCTION The Orange County Sheriffs Department(OCSD)is headquartered in Santa Ana,California. With about 3800 employees,OCSD serves thirteen contract cities and the unincorporated areas of Orange County. This includes about 700,000 residents in 350 square miles, OCSD's Emergency Management Division provides emergency management and preparedness services to the unincorporated areas of Orange County and supports the efforts of the Orange County Operational Area (OA). There are currently over 100 jurisdictions in the OA encompassing all County departments and agencies,public and private organizations, and the general population within the boundaries of Orange County. The County administers and maintains a vendor-provided public mass notification service called AlertOC, which is offered to all 34 cities in the County, County agencies, Orange County Fire Authority,water districts,and the University of California Irvine for emergency public notification and internal responder notification, This system includes an opt-in portal for residents to register their cell-phone, email and text devices for emergency notifications. In addition, E911 data is purchased quarterly from telephone service providers,uploaded to the system. Countywide,public emergency and safety efforts are coordinated and provided through a combination of county and city police,fire,healthcare,and public works departments. Contractor shall design/provide a Public Mass Notification System(PMNS)solution that supports features that meet or exceed those described in this Contract, as well as supports a migration and training plan for the transition from the old A]ertOC system. The PMNS solution will include state of the art technology and will adhere to all industry standards,best practices,and applicable laws. Requirements for the next generation of AlertOC include: high efficiency,robust capacity, ease of use,comprehensiveness,and a focus on accessibility for the whole community population. Support for additional languages and for the hearing and visually impaired community shall be a component of the new system. II, SCOPE OF WORK Contractor's PMNS shall be a fully redundant,geographically dispersed SaaS solution with routine maintenance, enhancements and upgrades provided by the Contractor at no additional cost. The PMNS will automate the key steps for responding to a critical event. It will aggregate threat data from third party and internal sources so the County can assess risk, and locate people in areas of threat and those needed to respond. The PMNS will then enable the County to execute pre-defined processes based on the type of threat for who should be contacted and how,what message to send, and who to escalate to if a responder is not available. Contractor's platform will then send out notifications and instructions via text,voice,email—over 100 modalities in 15 languages as needed, organize conference bridges for people to collaborate, and analyze return messages. Automation will enable these steps to be completed quickly,highly reliably and at scale. 'rho critical communications and enterprise safety applications to be provided to the County via this PMNS software contract include Mass Notification Base for State& focal Government with Unlimited Domestic Usage,Mass Notification for Transportation,Community Engagement, and Counfy ofOrange Mir-060•-25010I78 IYIe No.2424402 Shed CoronerlPurchasing Services Bureau Public MassNolUlewUon Sysieiu Page 26 oJ'57 Incident Communications. These shall be easy to use and deploy, secure, highly scalable, and reliable. A description of each of these, including their key capabilities, follows. In addition, Contractor shall provide the following; • An additional organization and Community Engagement/Visitor Engagement keywords will be added to County's account, • Consulting Services, including but not limited to technical assistance regarding set-up,use, customization,and optimization of the various PMNS features. • Annual Maintenance and Support shall be provided as stated herein and Attachment G, Functional Requirements. Public Communications Advanced with Unlimited Domestic Usage Everbridge Public Communications Advanced for State and Local Government will allow the County to quickly and reliably send broad or targeted notifications based on lists or locations, to the public via text, voice, email, and over 100 other modalities, including desktop alerts. Communicate and collaborate internally securely.Engage with your community through zip code and keyword apt-hi. With Everbridge, you are supported by an expandable and redundant infrastructure,industry-leading security and compliance,and real-time visualized intelligence Contractor shall provide the following; • Unlimited Domestic Emergency Alerts and Testing Messages • Unlimited Domestic Non-Emergency Alerts Messaging • Sixty six(66)Organization with unlimited nested static and dynamic,groups • Integrated GIS/Map-based,rule-based,group-based,or individual contact selection Ability to send standard,polling,or on-the-fly `One-Touch' Conference Cull messages e Access to Single Sign on • Publish notifications directly to the Smartphones of residents and employees via Everbridge Mobile Application • Access to IPAWS for authorized agencies • Map-based drawing and selection tools and imported shape files(e.g. Google Maps,Bing Maps,LSRI) • Organization specific custonnizable caller ID,greetings,and broadcast settings SMPP based SMS text messaging • Auto translate,Boil water and Weather alert message guides e Contractor Network for situational intelligence&notifications shared by other public and private groups o Desktop Alerts—Urgent Full-Screen Takeover Alerts • Four(4)Smart Conference bridge lines(subject to regional availability) • Access to REST APIs for automated Contacts Management and for launching notifications from external applications • Access to Email Ingestion for launching notifications from external applications through email • 5 Live Operator Message Initiations per year • 25 Mass Notification for Corporate Employee Contacts Community Engagement The Community Engagement solution shall permit easy opt-in capabilities for both public and private events. Gathering opt-ins,whether the general public or internal stakeholders,can be very difficult. With mobile keywords, large groups of people can easily opt-in to a database by texting a keyword.Additionally,the Visitor Engagement solution will allow the County to enable event- focused web pages to increase the visibility and safety of its event. County of Orange MA-060--25010178 Flie No,2424402 Sher{'Tf-Corona:/Purchasing Services Bureau Public Mass Notocation System Page 27 of S7 Contractor shall provide the following: • Unlimited E-mail Messages • Unlimited Faeebook&Twitter Postings • Unlimited SMS Messages within the United States • Unlimited Administrators For web based portal to initiate messages,reporting,and administration • Unlimited number of keyword Opt-In recipients • Access to 5 event keywords • Access to Public and Private Event Web Pages which are integrated with the County's Member Portal and can include registration widgets and social sharing options so visitors can share notifications to their social networks. • Publish event based notifications via e-mail and SMS • Publish event based notifications directly to Facebook and Twitter Publish event based motif cations directly to Event Web Pages Automatic opt-in expirations • Zip Code opt-in functionality for residents Google Public Alerts integration SMPP based SMS text messaging • Messaging templates to speed up communications • SMS,Email,Delivery Reporting. Incident Communications Contractor Incident Communications will automate the County's notification procedures by allowing users to select pre-defined messages and processes to use for a specified incident and then determining the correct list of stakeholders and responders. Contractor shall provide the following: • 1(one)Incident Management Organization Unlimited • Incident Administrator and User seats • Unlimited Incident Templates Incident Templates supporting different messages&delivery settings based on notification phase(New,Update,Close) Multi-step workflow that prompts users to add required incident details • Incident communication logging for all broadcast and confirmations Incident journal to capture additional details not included in incident communications • Reporting of al] incident communications details and responses in a PDIi format • Custom reports analyze incident communications effectiveness • Communication broadcasts and confirmations include audit trails and timestamps • Search across incidents using status,user,type and date Real-time incident dashboard for operators showing all open incident. • Incident Chat for streamlining and automating Communication plans Mass Notification for Transportation with Unlimited Domestic Usage Contractor Mass Notification for Transportation will allow the County to send notifications to individuals or groups using lists, locations, and visual intelligence. Contractor Mass Notification shall be supported by state-of-the-art security protocols, an elastic infrastructure, advanced mobility, interactive reporting and analytics, adaptive people and resource mapping to mirror the County's organization, and true enterprise class data management capabilities to provide a wide array of data management options. Below is a list of key system inclusions with Contractor Mass Notification system. County of Orange MA-060--25010178 Ftloft.2424402 Sher( Coronet/Purclraslt�g Services Bureau Puh lie Mass Not0cation Sys tom Page 28 of57 Contractor shall provide the following: • Unlimited Domestic Emergency Alerts and Testing Messages • Unlimited Domestic Non-Emergency Alerts Messaging • Unlimited Administrators for web-based portal to initiate messages,reporting,and administration • Unlimited Administrators for Manage Bridge Application(iOS,Android)and Mobile Optimized Notification SIte(for Blackberry, etc.) • Three(3)Organization with unlimited nested static and dynamic groups Access to Everbridge Elastic Infrastructure for message delivery • Custom branded community opt-in portal with custom fields and opt-in subscriptions Flexible role-based access controls to manage user permissions • Access to Real-Time Dashboard,Notifications Library,Everbridge Universe,and Custom Reporting • Integrated GIS/Map-based,rule-based,group-based,or individual contact selection Ability to send standard,polling,or on-the-fly'One-Touch' Conference Call messages • Contractor Network to access situational intelligence&notifications shared by other public and private groups • Publish notifications directly to Websites and services that support API access via HTTPS using`Web Posting' • Map-based drawing and selection tools and imported shape files(e.g.Google Maps,Bing Maps,ESRI) • Organization specific customizable caller ID,greetings,and broadcast settings SMPP based SMS text messaging Multi-language Text to Speech Engine and Custom Voice Recording • Real-time reporting for improved situational awareness and easier aver action analysis • Interactive Dashboard for Organizational Activity Summary Unlimited Mass Notification Templates • Basic Audio Bulletin Board • Contractor does not require any County-furnished equipment,materials,facilities or any other County support that will be necessary to implement the requirements/services per this Contract. 11I. QUALITY ASSURANCE Contractor will provide commercially-sound quality assurance practices to ensure the PMNS is operating in compliance with County specifications and requirements, Contractor's duality assurance will cover all major system features,including: 1. Successful operation of System without any errors,specifically in the areas of; • Tiered Administration • User creation and management • County-wide data and map import,reconciliation and maintenance processes and routines • Citizen opt-In data processes and routines • Custom and geographic call list generation • Outbound telephone message launch • Outbound e-mail message launch • Use of surveys • Monitoring of outbound session activity • Validation of built-in and ad-hoc generated reports • Accessibility from within the County's network County of Orange MA-060--25010178 Tile Na.2424402 SUPO'Coroner/Fur-chasing Services Barreaar Public Mass Noli)canon System Page 29 of 57 i • Accessibility from the Internet • [PAWS integration • Message throughput • Translation services(registration portal and message creation) 2. System(Hardware and Software)meets all requirements set forth herein and in Attachment G (Functional Requirements)to the County's satisfaction, 3. System is compatible with County Information,Technology infrastructure(i.e.,network and telephone environment and systems). IV. ADMINISTRATION Security Incidents,Data Breaches,„Technical Failures,Homan Error and Other Claims 1) Upon discovery or reasonable belief of any Security Incident, Data Breach,Technical Failure, or human Error (collectively "Incident(s)"), Contractor shall notify County by the fastest means available and also in writing. Contractor shall provide such notification within forty- eight(48)hours after Contractor reasonably believes there has been such an Incident(s), Contractor's notification shall identify. • The nature of the Incident(s); • Any Data accessed, used or disclosed; • The person(s)who accessed,used,disclosed and/or received Data(if known); • What Contractor has done or will do to quarantine and mitigate the Incident(s);and • What corrective action Contractor has taken or will take to prevent future Incident(s). 2) Contractor will provide daily updates,or more frequently if required by the County, regarding findings and actions performed by Contractor until the Incident(s)has been effectively resolved to the County's satisfaction. 3) Contractor shall quarantine the Incident(s),ensure secure access to Data,and repair the system I as needed. 4) If the Contractor causes or knowingly experiences a breach of the security of County's Data containing personal information, as defined by Civil Code Section 1798.3, Contractor shall immediately report any breach of security of such system, to the Orange County Sheriff's. Department Emergency Management Division personnel assigned as lead program manager following discovery or notification of the breach in the security of such Data, The County shalt determine whether notification to the individuals whose Data has boon lost or breached is appropriate. If personal information of any resident of California was,or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the County or any person or entity under the control of the County, Contractor shall bear any and all costs associated with the County's notification obligations and other obligations set forth in Civil Code Section 1798.29(d)as well as the cost of credit monitoring, subject to the dollar limitation, if any, agreed to by the County and Contractor in the applicable Statement of Work. These costs may include,but are not limited to staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information. Cantify of oranga AM-060--25010178 PY1e No.2424402 Sheriff"-CoroneWPurchasing Services 1 im= Public Mass lVoi1,11e[adanSystem Page 30 0 57 f 5) Contractor shall conduct an Investigation of the Incident(s) and shall share the report of the investigation with the County.The County and/or its authorized agents shall have the right to lead(if required by law)or participate in the investigation, Contractor shall cooperate fully with the County,its agents and law onforcenient. 6) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure, Contractor will at its expense have an independent, industry-recognized, County- approved third party perform an information security audit. The audit results shall be shared with the County within seven(7)days of Contractor's receipt of such results. Upon Contractor receiving the results of the audit,Contractor will provide the County with written evidence of planned remedfation within thirty(30)days and promptly modify its security measures in order to meet its obligations Linder this Contract. Corrective Action In the event any goods or service provided by the Contractor in the performance of the Contract should fail to conform to the requirements in this Contract, it shall become the duty of the Contractor to immediately advise the County of the failure and correct the performance of goods or services, without expense to the County, If corrective action (including but not limited to patches, bug fixes, updates) is taken by the Contractor to remedy Ineldent(s) in the provision of similar PMNS in other jurisdictions, such corrective action shall be provided to the County at no additional cost if such corrective action is needed for the Contractor to meet its obligations under this Contract. Notice Regarding Other,tui-1s ictions Contractor shall promptly notify the County Project Manager upon discovery or reasonable belief of the following: (a)Incidcnt(s) known or reasonably known to have occurred in the provision of similar PMNS in another,jurisdiction; (b) any claim or action against, or any loss by, Contractor that involves or may reasonably be expected to involve similar PMNS; (c) the initiation of any government investigation that may result in a finding that Contractor is not in compliance with all applicable federal,state and local laws. Responding to Legal Reauests Contractor shall promptly notify the County upon receipt of any legal requests, including but not limited to subpoenas,court or administrative agency orders,service of process,or requests by any person or entity(other than Contractor's employees),which in any way might reasonably require access to the County's confidential Data, Contractor shall notify the County by the fastest means available and also in writing,unless prohibited by law from providing such notification.Contractor shall provide such notification within forty-eight(48)hours after Contractor receives the request. Thereaftei-, Contractor shall comply with such legal requests only to the extent required by applicable law. In responding to legal requests,Contractor shall take measures to protect Personal Data or Non-Public Data,the disclosure of which would violate Contract terms,court orders,and/or applicable state or federal law, Such protective measures may include, but are not limited to, seeking protective orders or filing the Data under seat.Contractor shall not respond to legal requests directed to the County unless authorized in writing to do so by the County, ComfygJ'Orange h4rt-064 25f110178 MkMo.2424402 SherIff-Coronei/Purchasing Services Bureau Public Mass Modification System Page 31 of 57 Legal Proceedings Upon request by the County, Contractor shall make appropriate employees available to appear in court,submit to examination under oath,and cooperate in the investigation or settlement of a claim. This applies in criminal, civil or administrative legal proceedings in response to requests or demands for testimony or records concerning information acquired in the course of an employee performing official duties or because of the employee's official status regardless of whether the person would otherwise be subject to service of a subpoena or other legal process in the State of California. County of Orange AM-060-•25010178 File Mo.2424402 SherO'Coronar/Prrrahasing Services Bureau Public Mass Notfflcaiion System Page 32 of57 ATTACHMENT B Compensation and Pricing Provisions I, Compensation: This Is a firm-fixed fee Contract between the County and Contractor for Public Mass Notification System Services as set forth in Attachment A,"Scope of Work'. The Contractor agrees to accept the specified compensation as set forth in this Contract as full payment 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 Contractor shall only he compensated as set forth herein for work performed in accordance with the Scope of Work. The County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles C.Amendments of the County Contract Terms and Conditions, 2. Fees and Charges: County will pay the following fees in accordance with the provisions of this Contract. Payment shall be as follows: Iteni No. Item description Annual Rate: 01 Annual Fees $393,656.00 Contractor shall provide an upgrade to Public Communications Advanced and Mass Notification Pro,which will provide advanced functionality while reducing the annual cost.The total cost above includes: •Public Alerting for 3 million+population and the following new features: o API and Email Ingestion to support 3rd party integrations o Premium Audio Bull otin Board o SmartWeather Alerts o Full screen emergency desktop alerts • Operational Communications for Employees and the following new features: o Smart Conference lines o Incident Chat o Additional Organizations for Cities,County Departments,and Partner Agencies o Custom From Email Address(i.e.alertoc@ocgov.eotn)for improved branding,delivery performance,and tracking o 2-day onsite training+20 hours of rernote support 3. Price Increase/Decreases: No price increases will be permitted during the first period of the contract. The County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required to secure such adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to the County of Orange, The County may enforce,negotiate,or cancel escalating price Contracts or tape any other action it deems appropriate, as it sees fit. The net dollar arnount of profit will remain firm during the period of the Contract. Adjustments. increasing the Contractor's profit will not be allowed. Counly of Orange LM-06045010178 File No.2424402 Shero'-Comner/Purchasing Services Burecm Public MassNottricalion Speein Page 33 of57 4. Firm Discount and Pricing Structure: Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local,State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to the County during the term of this Contract not otherwise specified and provided for within this Contract. S. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. 6. Payment Terms--Payment in Advance: Invoices are to be submitted annually in advance to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Vendor 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. 7. Taxpayer ID Number: The Contractor shall include its taxpayer ID number on all invoices submitted to the County for payment to ensure compliance with IRS requirements and to expedite payment processing. 8. Payment — Invoicing Instructions: The Contractor will provide an invoice on the Contractor's letterhead for goods delivered and/or services rendered. In the case of goods, the Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information: a, Contractor's name and address b. Contractor's remittance address,if different from I above c. Contractor's Taxpayer ID Number d. Name of County Agency/Department e, Delivery/service address f. Master Agreement(MA)or Purchase Order(PO)number g. Agency/Department's Account Number h. Date of invoice i. Product/service description,quantity,and prices j. Sales tax,if applicable lc. Freight/delivery charges,if applicable 1. Total Invoice and support documentation are to be forwarded to: County of Orange Sheriff—Coroncr Department Emergency Management Division County of orange MA-060--25010178 File No,2424402 Sheriff CotonenIPurcha4tig Services Bureau Public Mass Notificadon System Page 34 of S7 2644 Santiago Canyon Road Silverado,California 92676 Attn:Accounts Payable 9. Payment(Electronic Funds Transfer(EFT) The County of Orange offers-Contractors the option of receiving payment directly to their bank account via an Electronic Fund Transfer(EFT)process in lieu of a check payment.Payment via EFT will also receive an Electronic Reminance Advice with the payment details via email. An e-mail address will need to be provided to the County of Orange via an EFT Authorization Form.To request a form,please contact the assigned Deputy Purchasing Agent.Upon completion of the forth,please mail,fax or email to the address or phone listed on the form, 10. Year End and Final Invoices At the end of each term of the Contract, and upon final termination, Contractor shall submit"final invoices for services rendered or goods accepted by County under the Contract term (typically one year) within ninety (90) days, For example, if the term of a Contract ends, or the Contract expires without being renewed on dune 30t°,any and all invoices for services rendered or goods accepted by County during the preceding term of the Contract shall be submitted to County on or before September 28, In the event the ninetieth(901")day falls on a weekend or County holiday,the deadline for submission of invoices shall be extended to the next business day, County holidays include New Year's Day,Martin Luther King Day,President Lincoln's Birthday,Presidents' Day,Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day. Contractor's failure to submit invoices pursuant to the deadlines established herein may be deemed a breach and shall be a basis for the County to refuse payment. Courtly of Orange M.4-060--25010178 1,Ye No.2424402 8herV-Corauer1Purchasing Services Bureau Public Mass Notiflcatlon System Page 35 of 57 ATTACHMENT C STAFFING PLAN I. KEY PERSONNEL While Contractor intends for the same Account Manager and Technical Account Manager to serve the County for the duration of the relationship, Contractor must retain discretion to re-assign staff based on internal needs, especially as employees may leave on their own accord. The Account Manager assigned to the County shall separately provide a list of alternate contacts if non-technical support escalation is required. s ! Counly ofOmnge MR-060--25010178 File No.2424402 ShOO-Comner/Purnhasing Services Bureau Public MassNottOcalion System Page 36 of 57 ATTACHMENT D SOFTWARE, PRODUCTS—MAINTENANCE AND SUPPORT 1. Software Products—Maintenance and Support a. Contractor shall provide the County with Annual Maintenance and Support for the PMNS as follows: Support Area Process Level of Support e. . 5x8,24x7 System Platform(breakout if applicable ALL 24X7X365 b. Contractor's Software Annual Maintenance and Support,as well as warranty provisions shall be as follows: Solution is fully hosted, all maintenance and management of the solution Is conducted by Contractor. From a technical support perspective, Contractor shall provide support services 24x7x365 via telephone,ernail, and via our self-service Support:Center online. Additionally, Contractor can provide premium support and Professional Services, if needed, for additional fees. County shall contact your assigned Contractor Account Representative for more information. Request for a quote shall be required by the end user and a formal amendment to this contract shall be issued. c. Software Annual Maintenance and Support shall be provided as follows: Due to the hosted nature.of the system,all maintenance and upgrades are performed internally by authorized Contractor personnel and at no charge to County. However,from time to time, Contractor introduces premium features to which clients have the option to subscribe to gain access. d, Contractor shall provide support for the following: i. Maintenance and support shall be available post-implementation as follows: The Contractor project team will be available to support the go-five remotely and will work with the County of Orange team during the project to share Marketing best practices for promoting adoption of the application. Sustaining Customer Support County is assigned a vertically focused, dedicated Account Manager, who is responsible for conducting an account review and introducing new system capabilities and best practices on an ongoing basis as appropriate, The Account Manager can be utilized as a support resource. Count o Oman e f Y .f 8 lYlf[-DGO•-25U10178 F11e Na.2429,102 Sherfff-Coroner/Purchasing Svidees B11)vau Public MmNo0catlon System page 37 of 57 I I I 24x7x365 Support Coverage Contractor provides customer support and live operator service 24 hours a day,seven days a week, every single day of the year. Contractor shall provide support via the Internet,email,and telephone at any time of the day or night, Contractor's support staff is comprised of Contractor employees who are located on-site in Contractor facilities,Contractor shall not outsource contractor client care to third parties. Contractor shall provide support services in-house order to obtain the latest and greatest in Contractor's Critical Event Management Suite expertise that can only be acquired through employment by Contractor,In addition, Contractor shall support County personnel regardless of location to ensure that in large- scale disaster scenarios,County shall be guaranteed the highest level of support possible. Contractor Support Center County shall have access to the Contractor Support Center, which provides support-rotated information,important documentation,etc. Its features shall include: • Improved look and feel with a responsive design to provide a better experience on desktops as well as mobile devices • Simplified search box at the top of every page • Contractor system status linked to critical service advisories displayed at the top of every page + A community answers forum where County can ask or answer questions with other Contractor users + Personalized contact information,including your County'sEverbridge administrators + Plus:features such as knowledge articles,support tickets,service advisories,and access to Everbridge University. ii. Methods for contacting technical support and hours of operation shall be as follows: County will receive ongoing support provided via the Internet, e-mail, and telephone. Contractor Technical Support is available to County at any time of day or night,24x7x365. Technical Support staff members are full-time Contractor employees located on-site,Upon County contact to Contractor's Technical Support, County will be in contact with a professional who is well-versed in the Contractor system and is more than capable of assisting. Additionally, Contractor has support personnel deployed at all of Contractor's offices around the world to ensure that in large-scale disaster scenarios,County will be guaranteed the highest level of support possible. iii. Contractor shall provide a minimum and maximum response times that can be expected for support inquiries as follows; Based upon the case description and urgency, the Support Representative will assign a Priority level during case creation,The priority indicates the severity of impact of the issue on the client's use of the Contractor system. When submitting a support case, County will receive an email notification when the case has been created, The notification will include the case number, the name of the Technical Support team member or tier assigned to the case,a summary of the inquiry,and the priority level that has been assigned. Counly of Orange M1-060--25010178 Fide No,2424402 Sirer#f-Coronw/Purchasing Services Bweau Public Mass NoOcation System Page 38 of 57 During the case triage process,the Technical Support team will work with County to obtain as much troubleshooting information as possible, open and assign a priority level to your case,then proceed with additional troubleshooting activities as necessary. Contractor shall provide to County up to date status on County's case,If an expected update time frame is not known,County will receive updates on the case on a regular basis.County may also request that the case be escalated at any time,if(for example)County believe an unreasoaable amount of time has passed since opening the case with no resolution. To escalate the case, County shall call the Technical Support team and ask to speak with the Support Manager, iv. Contractor's release cycle and process for installing system Updates,patches,Fixes,etc, shall be as follows; Contractor typically provides three major releases per year, and release maintenance updates among contractor major releases as needed. Contractor mobile apps are typically updated on this schedule as well but are not specifically tied to our overall platform updates. County of Orange MA-060--25010178 Tile No,2424402 Sher(ff-Coronea/Purehasing Services Bureau PublioMa,Ys NoOcadion System Page 39 of 57 ATTACHMENT E ACCEPTANCE AND TESTING PROCEDURES Acceptance and Testing Procedures shall include a test plan and schedule covering testing of all major system features,Testing shall be performed incrementally,where applicable,to discover and address issues timely. a. Contractor's quality assurance practices in relation to the proposed solution shall be as follows: The Contractor Quality Assurance approach aligns to contractor's security framework(governed by NIST 800-53 controls, FedRAMP, and ISO 27001 compliance) and follows the agile methodology of testing early and moving in small,measurable increments.Contractor shall have a set of tests that are run for any given project regardless of the project's content. This allows contractor to determine with a level of 80-90%confidence that contractor's application is stable and deployable.Contractor break each project into three basic testing cycles:Initial Regression Testing IRT,Check Point Regression Testing CPRT and Final Regression Testing FRT.The initial regression test:is designed to expose as many defects that exist in the Initial Release Candidate. Working this list down to zero by Code Freeze is the goal of the entire team and this occurs the day after code complete milestone and is associated with a full end-to-end build of the QA environment (which also produces the initial deployment plan for Stage and Production).Furthermore,all code undergoes security review against knower vulnerabilities, and contractor also disable "hazard" characters use in the system as they are often used for web-based attacks. b. Acceptance and Testing flan, with schedule, which covers all major system features shall be as follows: . Acceptance testing of the Contractor solution is conducted as part of our standard onboarding process available to all clients. Should County require specific acceptance testing, Contractor is able to provide such services through our Professional Services team(at an additional fees).As part of down select, Contractor would welcome the opportunity to discuss custom requirements for Acceptance Testing and define and deliver an engagement as required. County shall contact assigned Contractor Account Representative for more information. Contractor shall Include: 1, Successful installation and operation of System without any errors. Specifically in the areas of: • Tiered Administration • User creation and management • County-wide data and map import,reconciliation and maintenance processes and routines ! Citizen opt-in data processes and routines a Custom and geographic call list generation • Outbound telephone message launch • Outbound e-mail message launch r Use of surveys • Monitoring of outbound session activity • Validation of built-in and ad-hoc generated reports • Accessibility from within the County's network • Accessibility from the Internet • IPAWS integration • Message throughput Co'in ly of orange r A-0G0--25010178 rile Na 2424402 Shere-Camirer/Pwrhasing Senlces Bureau Publla Muss Noll6calion Veein Pago 40 of 57 i • Translation services(registration portal and message creation) 2. System(Hardware and Software)meets all requirements set forth in Attachments and Appendix Ito the County's satisfaction. Contractor understands and Orange County has already implemented 3. System is compatible with County Information Technology infrastructure (network and telephone environment and systems) Contractor shall permit listing Everbridge IN and as an existing customer,this may have already been by County. If a problem is identified during testing of the proposed Software that cannot be remedied within the agreed upon three,the Contractor shall submit a written response to the County indicating;as such and the County may return the Software to the Contractor and the Contract may be terminated in accordance with Paragraph 5,Breach of this Contract. County of Orange MA-0604SO10178 File No.2424402 Sheri-Coroner/Purchasing Services Barcau Public MassNotocatton Systanr Page 41 of 57 i ATTACHMENTF TRAINING Contractor shall provide the following training to County: Contractor provides multiple types of training to address various groups and priorities. Contractor shall provide a refresher training on an annual basis.Professional Services team has planned and run end user and admin training for Orange County's cities. Everbridge University On-Line The courses are built from an extensive library of short,media-rich training modules,allowing users to access individual modules for as-necded training.Everbridge University On-Line covers all of the Everbridge core products. Benefits Continuously available Self-paced training allows students to learn when they have time and at their own pace Just-in-time learning using small,focused content modules ,No travel or facilities are required,the classroom is anywhere a learner has Internet access o Instant access to updates Everbridge Certification Everbridge University On-Site(Optional add-on set vice upon approval through a formal contract amendment) Everbridge University On-Site leverages basic knowledge developed through online training to develop advanced skills and reinforce best practices,During the on-site training,a highly qualified Everbridge instructor customizes the course to address the customer's implementation specifics. Everbridge University On-Site may be combined with Professional Services offerings creating a blended learning solution to swiftly deploy and train advanced configurations and best practices. Benefits Customized bands-on training 4 Interactive and enthusiastic trainers with years of experience Development of sample maps to be used at any time by the customer Caunly of'Or ange M,4-060--25010178 1=i to No.24 24 402 Shet-W-Coroner/Purchasing Services Bureau Public Mass Nolocalion Splear Page 42 of S7 If I ATTACHMENT G FUNCTIONAL REQUIREMENTS Functiona.lities available in the core of the PMNS include full mobile support, communication deployment capabilities, centralized contact data storage and management, geographic targeting and mapping, and secure infrastructure to ensure client data security. In addition,Contractor shall do the following; • Maintain multiple,globally-dispersed data centers i Operate multiple Network Operations Centers with 24X7 staffing and monitoring Deliver seamless scaling to deal with the unexpected peaks • Enable multi-modal support for over 100 contact methods including SMS,voice,oinail,app,Nixie IPAWS, digital signage,PC alert systems, and sirens. Questidti X es; o i/A C'61ti nt 1. The system does not require the X As a SaaS solution,no client hardware is County to purchase or lease additional required for installation of the Everbridge hardware. system,Everbridge maintains all communication over III T'PS(fort 443)using Everbridge's valid 2048-Bit TLS 1.2 security certificate,which effectively secures the traffic from the client enviromnent into the secure Everbridge infrastructure.Thus,any computer system capable of using a web browser that supports'FLS 256-Bit encryption will be able to access and leverage the Everbridge notification platform without issue.Clients are able to access the system from popular computer operating systems such as Microsoft Windows,Linux, and Mac OS as well as from popular smart hones and tablets. 2. The system does not require the X County to purchase or lease dedicated hone lines. 3. The system does not require the X All routine apgrades,updates,and County to purchase or incur ongoing enhancements are provided free of charge maintenance costs. for the life of the contract,and,thanks to the frilly redundant,geographically dispersed architecture,they can be performed with no interruption in service. 4. The system is highly redundant with X Every system and tier within the Everbridge 9999966%uptime on multiple infrastructure is individually fault-tolerant, mirrored sites in geographically with redundant power,networking,hardware, disparate locations.Data center telephony,and data communication ratings will be provided and call wherever possible.The shared SaaS network monitor systems established. architecture methodology enables Everbridge to be available at 99.99%or neater for all clients. 5. The system includes cyber-protection X Everbridge enables active monitoring, measures including appropriate intrusion detection,and logging of all events, notification protocols if intrusion is on all components,within all tiers of the SaaS detected or if data breach occurs. infrastructure.The monitoring tools consist of both network-based IDS devices scanning all network traffic,and host-based probes that are designed to detect any activity outside of normal application traffic County of Orange M,4-0 60--25 010 1 78 File No,2424402 Sherff Coroner•Department Public AdassNol&ation System Page 44 of 57 � i QrisEian. :Yes No: . NfA_: Courant. and performance.If a monitor detects any unusual or suspicious activity,the monitoring tool generates an automated alert that is immediately investigated by our on-call support team. 6. The service has an available X Everbridge has a fully functional Restful application programming interface JSON based API available to customers,As (API)service with documentation part of the API customers are able to utilize available for API calls and Ruietions various methods to update contact such as contact management. information(GET,DILUTE,PUT,and POST)as well as initiate a broadcast through the API.There is no additional cost to access the API for managing data.In some cases,our clients do not have the staffing resources to build the integration.If this is the case Everbridge professional services can be purchased in order to have our resources build the integration.In addition,depending on the API,if notifications are being sent out,there may be charges for usage,This is a custom price based on the SOW needed on an individual basis. 7. The system has full and complete X Everbridge is certified as a gateway for IPAWS integration and functionality IPAWS/CMMAS.Authorized clients,such as including WEA/EAS. government entities,will need to provide their COG ID(Common Operating Group ID),the Common Name(Logon Name),and the digital certificate provided by FEMA within the settings of the Everbridge system. Once this information has been provided, clients are able to send notifications and include the Publish to IPAWS/CMAS as a deployment option--or simply target IPAWS/CMAS separate from any other tar et population. 8. The system can be configured with X multiple IPAWS credentials(e.g., multiple jurisdictions that have independent codes can load their certificates into the system) 9. The system supports geo-targeted X Everbridge supports utilizing the GIS notifications, interface for creating all notification types, including standard notifications,polling notifications,and conference bridges. Everbridge would welcome the opportunity to demonstrate and discuss this functionality as required, 10. The system has ESRI mapping X Everbridge allows users to upload shape interface to allow Users to select files from LSRI in ZIP and 1QML formats to multiple contiguous or non- target specific geographic areas,In addition, contiguous areas for notification. Everbridge offers ESRI as a standard base map layer option. 11, The system can incorporate raster X Everbridge provides base map layers using (e.g.,satellite)imagery in its mapping Google,:Bing,and ESRI and clients may function. configure our solution to support a client map server as well.Furthermore,froin a ma County of Orange rYA-060--25010198 File No.2424402 Sheri Coroner Department Public Mass Noftacation Symin Page 45 of 57 . Question Yea hT(r NIA.. pmtniht layer perspective,we also provide premium weather layers that can display additional overlay information regarding weather radar and infrared satellite. Everbridge would welcome the opportunity to demonstrate this functionality as required 12. The system mapping functions shall X Everbridgo's Universe Tab is contained be capable of interfacing with and within the product,but clients may export publishing to other web-based portals. shapes used for selecting the target audience for any deployment from the platform for use in other systems the client my have. 13. The system supports User-dofinod X Customers are able to create and save an message templates, including pre- unlimited number of templates to expedite loaded text,audio,and video flies. communication processes,Message templates contain pre-recorded voice and text content which can be applied to new notifications.Broadcast templates are pre-defined notifications which contain message content,target recipients,and settings. Once saved,broadcast templates can be quickly deployed individually or as a group in under 15 seconds.Templates are stored in a corresponding library for easy management. 14. The system supports spontaneous X Everbridge supports the ability to create uploading;of audio files for voice recordings in several ways. notifications. 15. The system supports spontaneous X Everbridge supports up to five separate uploading of video files for attachments that can be sent to email and notifications, mobile app notifications and can include video files. 16. The system is capable of sustaining a X Everbridge provides a hosted SaaS solution minimum volume of 50,000 phone for all our clients.There are virtually no limits calls simultaneously. to number of notifications Everbridge is capable of sending and no limits to the number of contacts that can be stored with our solution. We conduct regular capacity planning (quarterly)and in conjunction with.large new client implementations to ensure we have ample capacity,performance,storage,and support to maintain our guaranteed SLAB with our client base, 17. The service can be configured with X Everbridge has developed a verifiable and pro-set call throttling rates set by the configurable tali throttling mechanism.The User launching the notification,not throttling settings allow you to modify the the Contractor. overall speed for all calls going out,or you can specify an area code and prefix to modify the speed for a specific area or building. 18. The service can be configured with X real-time automatic/intelligent throttling during a call in progress to ensure a high success rate.This rate will be displayed to the notification sender and recorded so that it can be accessed and reviewed upon demand b the Count . County of Orange AV-060--25010178 File No,2424402 Sheriff Coroner Department Public Mass Not(cation S)vnein Page 46 of57 fttesfion".Yi s 'Ng 1�/A:;: omaant::. 19. The service uses multiple telephone X from a telephony perspective,Everbridge is carriers and can switch between "carrior agnostic,"This means that carriers during notifications regardless of the target telephone provider, depending upon telephone network Everbridge utilizes established status. telecommunication industry standards for placing telephone calls among public networks. Notification calls from Everbridge to any carrier network occur as any standard PSTN (Public Switched Telephone Network) telephone call and can be utilized over traditional landlinc,cellular,and VoIP. 20. The system can be configured to X By default,each contact targeted for a make multiple attempts to reach notification from the Everbridge solution is Registrants, sent notifications based ou a"rotational contact methodology"whereby the contact devices(delivery methods)for any contact are notified,one at atime,and Everbridge seeks confirmation/response, Should confirmation/response be received,it is recorded in the solution and no further notifications are deployed to the recipient.If the recipient does not oonfirm/respond to the incoming notification,Everbridgo will"rotate" to the next available device and attempt to contact the recipient again(seeking response).This process continues until all Contact Cycles are exhausted. Should clients seek to escalate a notification to another person/group if the original recipient is non-responsive,clients may utilize our Escalation capabilities.Escalation is set on a per notification basis and notifications can be escalated to an individual or group. 21. The system can call out-of-state and X All notifications deployed from the international numbers. Everbridge solution require a frilly defined telephone number to place the call to any landline,cellular,or VoIP telephone.This includes both domestic(10-digit telephone numbers) and international telephone numbers. 22, The system can differentiate between X Everbridge fully supports this requirement human voice and voicomail/answering through our automated voicemail/answering machine recordings. system detection.If a live person answers the incoming call,the message will be relayed to the recipient(with the details to confirm,if enabled).if a voicemail/answering system is detected,clients have the option to configure how Everbridge interacts with the voicemail/answering solution—leaving a message only;leaving a message with confirmation,or leaving no message.At no time does Everbridge assume that reaching a voicemail/answering system is proof of delivery and confirmation.Thus,the system will continue to attempt to notify the intended recipient on other available devices until County of Orange AM-060--25 01 01 78 File No.2424402 Sheriff Coroner Department Public Mass Notocalion System Page 47 of S7 # Question Yes No N/A Comment confirmation is received or until the Contact Cycles have been exhausted. 23. The system can be configured with X The Everbridge platform supports an separate sub-administration accounts unlimited number of groups,subgroups,and for each unique participating agency. groups within groups all of which are maintained in a single organization(client environment)within the Everbridge system. Each User within the sub- X administration accounts has their own password. _. The main account(OCSD-EN4D)will X be notified of and can see all messages launched by the other sub- administrator accounts. 26. The system has a highly granular sub- X administration function that allows for unlimited sub-administrators to create and manage their own users and databases within a nested or silo'ed structure. 27. Some sub-administration agencies and X jurisdictions use Nixle. The system integrates with Nixle lists,operated by individual jurisdictions. 'S The system can publish notifications X automatically to social media and RSS feeds. _ 29• • Facebook X 30. . Twitter X 31. . lnstagram X 32. . Google Alerts X 33. • YouTube X 34. • WhatsApp X 35. & RSS X 36. s Other(specify) X Everbridge supports a Web Widget that can be added to your website to display a feed of recent notifications and the impacted area. 37. Real-time results reporting and X Everbridge offers the most powerful sets of metrics are available to Users to reporting tools in the Emergency Notification include,but not limited to: market.These include reports for use during emergency activations as well as afterwards. The system provides four types of notification reports,giving you the information you need,when you need it. All reports are capable of export. Notification Dashboard Reporting(Realtime Reporting) The first type of report is the Notification Dashboard reporting.This dashboard is a reporting system that tracks notifications in real time,allowing you to observe the results of the broadcast as they occur. Receiving real-time broadcast results allows you to make faster,more informed decisions. The dashboard reporting screen Counh,of Orange AIA-060-25010178 File No.2424402 SheriCoroner Departmem Publrc A/ass 1Voti/icanon System Page 48 of 57 Question Yes No NIA Comment i automatically refreshes every 60 seconds,or it can be manually refreshed while the broadcast is active to provide up-to-the second information.You can easily access detail-level reporting to see who has received and confirmed messages and who has not. Broadcast Reports The second type of report is the Detailed Broadcast Report,which provides detailed breakdowns of each notification sent. Detailed Broadcast Reports are available online through the Web-based administration console. They can also be automatically e-mailed or faxed at the conclusion of a broadcast. Ad Hoc Reports The third type of report is the Ad Hoc Report, which allows administrators to extract specific data from the system.Ad hoc reports can be downloaded in CSV and PDF format as well as HTML format.Everbridge allows users to retrieve call records via a wide variety of record search and reporting options. Unlike some mass notification systems that provide only static report features, Everbridge's Ad Hoc Reporting functionality will allow you to pull reports that are important and meaningful for your specific needs. Users can create custom Contact Reports, and Notification Reports by choosing from a large selection of data fields from which to query. Event Analysis Reports Everbridge provides the ability for multiple messages to be viewed in a single report. Reports can be filtered to include a single notification—or spanning multiple notifications.Furthermore,using Event Reporting,clients may look,top down,at all messages/response details related to the same Event in a graphical and"top down" style. Detailed Notification Analysis Reports The final type of report is a detailed Notification Analysis report which allows clients to investigate the delivery details, overtime and among all users targeted,for any notification campaign launched form the platform. Details about the notification are included such as the settings that were configured for the deployment,confirmation status information(with pie chart representation),and the overall number of delivery attempts made over time(with line j chart representation). County of Orange M4-060--25 01 01 78 I•de No.2424402 SherttrCoroner Deparunent Public Alois Notification Srstenr Page 49 of 57 # Question Yes No N/A Comment 38. • percentage of attempted X and completed notifications 39. failure rates X 40. failure modes(with X standard response definitions across sub- contracted carriers 41. • time of delivery X 42• • length of delivery X 43. • total number delivered X 44. • Other 45. Customer support must be treated as a high riori with: '16. • one primary point of X Orange County has a dedicated Account contact at the company Manager who serves as your primary point of contact. Additionally,clients are directed to contact 24x7x365 Technical Support: littps:!/www.everbridge.coiii/custoiners/stipp on; 47. 24/7/365 emergency X Everbridge complies.We believe that client support line(for both care does not end with implementation.True administrators and self- client care continues throughout the life of registration accounts) the partnership.Yourorganization will receive ongoing support provided via the Internet,e-mail,and telephone. Everbridge Technical Support is available to you at any time of day or night,24x7x365. Technical Support staff members are ful[time Everbridge employees located on-site. We do not outsource our client care services to third parties that do not have Everbridge expertise.When you reach out to Everbridge Technical Support,you will get a professional who is well-versed in the Everbridge system and is more than capable of assisting you. Additionally,Everbridge has support personnel deployed at all of our offices around the world to ensure that in large scale disaster scenarios your organization will be guaranteed the highest level of support possible. 43. live chat X �9 screen-sharing tools X Lverbridge support personnel may initiate a Zoom session(corporate approved standard for secure meetings and collaboration)with a client to provide support if necessary. 5U. • one business day X deadline for non- emergency support response County of Orange MA-060-25010178 File No.2424402 SherfyCoroner Deparunent PubhCNICISSN011ficallon System Page 50 of S7 Question 'es I�1o': N/. :Cammenti 5 t. The provider has a transparent method X The Everbridge system is designed with for responding to,prioritizing,and client focus in mind,All Everbridge clients implementing feature requests and are encouraged to enter featurc requests for modifications with a 30 day response the notification solution through Everbridge time. Client Services,All requests are logged and tracked by the development team,and as more clients request similar features, Everbridge.may include these into the notification platform. In regard to"change management", Everbridge employs the following industry standard practices for controlling changes to (lie SaaS application code or the database; Approved,detailed,written specifications ftom the business group Impact analysis An approval hierarchy that includes at least one company executive Queue management to ensure that all stakeholders are aware of the approved and pending changes to the system •Documented approvals for applying any changes to the Development,Test,and Production environments Application code must be checked into a secure code library and checked out of this library to be applied to the Test or Production systems, •Application code or database changes to the Test and Production environments require the use of highly secured passwords that are known only to the developers responsible for migrating application code or database changes,Only the DBA has access to implement database changes. •Back-out procedures Specification of onboarding and maintenance windows 52, All data entered into tho system from X any source remains the property of the County of Orange;data cannot be provided or sold to other entities. 53, Registrants are not required to provide 1 X This can be supported through our their data to the Contractor or other Engagement functionality as well as through third party,or subscribe to or PAWS(available to authorized clients). download an application in order to receive notifications through the system, 54, The provider will obtain E911 from x Most municipalities prefer to leverage all carriers within the County of existing emergency services(13911) Orange,California. databases that provide contact information and are updated on a monthly or quarterly, or yearly basis,allowing for a high level of accuracy.if the client prefers publicly available data,Everbridge can purchase this on behalf of the client. County of Oraange AM-060--25010175 file No,2424402 Sherff Coroner Doparlment Public Mass Noifficaaton System Page S1 of S7 Question "S ee �I 6 1<TlA` Gominont 55. The provider will geo•code all E911 X Yes,Everbridge supports geo-coding data following a mutually agreed address information as a core component of upon systematic process. our notification solution. Regardless of the method used to manage the data,if a physical address is supplied to the Everbridge platform,Everbridge will goocode. the address and determine the Latitude/Longitude coordinates for the location.These coordinates are then used to drop a pin on the map(color of the pin is client defined and based on Record Type,as described above)in the Universe tab for recognition and inclusion in notification deployments. Clients may also specify the precision level of the GIS information utilized in the Everbridge solution through our Precision GIS functions which can enhance the level of accuracy and allows clients to directly handle"centroid"geocoding challenges they ma ex criencc. 56, The system will have more than one X Geoeoding can be conducted using goo-coding system or process. Everbridge's inherent geo-coding or clients may leverage Precision GIS capabilities and supply their own goo-coding,if desired, 57. The provider will code residential and X business lines, 58, The provider will upload E911 data X that has been geo-coded and identified as business/residential. 59. The provider will upload E911 data X that has been goo-coded and identified as listed and unlisted, 60. The provider will maintain data for X opt-outs from the E 911 data and ensure that new uploads accommodate these opt-out requests. 61, The system flags failed notifications X i for specific causes and allows the County to configure rules for failed notifications(e.g.,mark failed call numbers or bounced emails to be resolved by County personnel), 62, The system supports contact lists of X unlimited length. 63. The system supports nested contact X lists(e.g.,List 1 includes Sublist A, B,C;List 2 includes Sublist A&C; List 3 includes SublistB&C) 64, The provider will analyze the results X Data management and review of of each system use to Identify if there communication campaigns are the are data management errors and responsibility of the client, identify possible improvements in However,should clients have questions or data management processes. require support on either topic,clients may reach out to ourM7x365 tech supportteam as needed. 65. The system must incorporate Coding X Accuracy Support System(CASS) County of orange M.4.060--25010178 File No,2424402 ,Shero'Coronar DepaNtment Public Mass Norijicalion Sprain Page 92 of S7 :�k ... Quast€on.. des -NF.` NP ti. OairYtne#t. certified address entry in all entry portals, 66. The provider hosts training; 67. + in-person at system X implementation 68. a in-person on an as- X requested basis 69• • interactive webinar X 70. • recorded computer X Everbridge provides multiple levels of based trainings documentation that assist users in the process of managing the notification system, These levels of documentation include: •Everbridge Mass Notification User's Guide •Everbridge Mass Notification Quick Start Guide Everbridge Mass Notification Application Programming Interface (API)Guide Everbridge University Online(Video Tutorials) •Everbridge Online Help •Everbrldge One Sheets The User's guide is a full documentation of the features of the notification platform,The quick start guide is focused on the areas that will allow a user to use the notification functions of the system, The API Guide is a starting point for software engineers to write applications that harness the strength of the Everbridge platform allowing for full integration with client systems. Everbridge University is an online learning environment that has tutorials with videos that show how the system works.The online help is built into the notification platform.It will open in a new window and assist a user in the process of sending a notification. Everbridge one sheets isolate common tasks and help a user send anotification,edit a contact,or malco a selection from the map. The library of documentation ensures that clients will have access to all the tools that they need in order to do everything from sending a notification quickly to managing a complex integration taking advantage of advance features. 7I. A comprehensive User guide Is X provided detailing all system features and functions. 72. The provider allows for free testing X and training by the County and Sub- adminlstrator accounts. County of Drange Mfl-060--25010178 File No 2424402 Shert f Coroner Department Public Mass NotUkadon sXteui Page 53 ofS7 Ybs VA.'; 73. The system has a testing environment X with safeguards to ensure that training and testing do not occur using E911 data unless the User intends to do so. 74. The system has a self-registration X portal that allows both external(the public)and internal(agency employees)individuals to register multiple contact methods with and without setting up an account. 75. The system provides the public with a X single-screen interface through which Registrants can opt-in to notifications originating from multiple jurisdictions or agencies. 76. The public web interface for X Registrants is of responsive design capable of displaying clearly on mobile,tablet,and desktop devices. 77. The system's Registrant interface X meats or exceeds the requirements of Section 508 of the Rehabilitation Act and Web Content Accessibility Guidelines(WCA% 78. The system allows Registrants to X update their own contact data via an online portal or mobile a lication, 79. The registration portal allows X Registrants to create an account with either an email address or telephone number. 80. The registration portal requires the X Registrant to validate their contact information. St. The registration portal incorporates X CASS certified address entry and validation before allowing the -..Registrant to finalize. 82. The registration portal incorporates an X automatic geo-coding validation before allowing the Registrant to finalize,including allowing the Registrant to manually move the point mapped If correction is needed. 83. The registration portal geo-coding X The Everbridge Member Portal leverages software must update parcel and Google for geocoding addresses and Google address data no less than bi-annually, is continuously.Additionally,registrants can so as to capture newly constructed drop a pin to their exact lat/long. homes and businesses. 84. The registration portal is available in X The Everbridge registration portal can be at least the following languages: configured by clients to inoludo any language desired(as they control the content that is displayed on the page). Clients may also enable our Google Translate functionality which allows user of the page to select the desired language and all content on the page wit]be displayed in the selected lan ua a auto-translation County o,/'Orange M,!-Ob0--25010178 Ftle No.2424402 Sheriff Coroner Deparbnent Public Mass Nolocation Syslew Page 54 of 57 far sE a>x ...YJes N6 N/&.. . Comment provided through(loogle Translate), 85. • Arabic X 86. • English X 87. • Farsi X 88, • Korean X 89. . Spanish X 90. • Vietnamese X 91. Registrants can choose what types of X alerts to receive and what devices to receive them on,such as: 92, • Weather alerts X 93. • Road closings X 94. • School closings X 95. • Special announcements X 96. At registration,Registrants can X This would be configurable At Risk or Needs _pKov1do.vulticrability data. identification—Bedridden,Oxygen,etc. 97, The system can detect Video Relay X Services(VRS)used by the deaf and hard of hearing community.Messages will be delayed until the VRS Interpreter becomes available or the message will be looped for up to 3 minutes. 98. During an alert notification,the X While we don't support TVR for multilingual system can provide Registrants with messages,Orange County currently collects language options upfront(ex.Press 1 language preference for registrants during for English,2 for Spanish,etc.), the sign up process and can send autotranslated notifications.Notifications posted to the Member Portal can also be translated into various Ian ua es, 99. Tile service supports non-English X character sets and right-to-left text for email and TTX messages, 100. The system allows for configuration X Everbridge's Mass Notification platform of automated forwarding from other offers SMART Weather Alerting which systems(e,g.,National Weather leverages Weather Decision Technologies' Service). (WDT)meteorological resources to enhance and optimize over 150 severe weather alerts such as lightning,tornadoes,thunderstorms, hail,ice,snow,extreme temperatures,high winds,flash floods,and flooding.Because these severe weather events are difficult to predict far in advance,they often have terrible loss of property and life for those individuals who are caught unaware, Everbridge SMART Weather Alerting provides location specific severe weather alerts at the speed of click,An automated rules engine supercharges the speed and accuracy of alert delivery,so notifications get to the right people right away. Everbridge launches notifications that are: County of Orange 1<Yle No.2424402 Nhertff Coroner Department Public Mass Natevarion System Page 55 ofS7 .0pespon Yo X*Iv::`: NfA t"dmmer •Specific-Detailed alerts,geographies, and stop start times. Map-driven-Visual weather and select targets using GIS maps and shapes, •Automated-Deliver alerts to contacts and members automatically, -Rules-based-Use rules to determine when a message should be triggered. •Targeted-Deliver the right message to the right person automatically. 101, The system is intuitive,easy to learn, X Everbridge is designed with ease of use in and uses best practices in User mind for both message senders and interface and User design. recipients,Our system is built with an intuitive interface that allows for administrators to send messages and navigate the system easily.For new notifications,we provide a single page workflow which allows clients to specify message type,message content,target audience,and deployment options(such as devices to target,number of contact cycles, etc.).Furthermore,notifications may be launched even more quickly using our Notification Templates,whereby various elements of the notification deployment may be defined ahead of time—reducing the selection of the options to send the notification when needed, 102. The web interface for Users uses X responsive design capable of displaying clearly on mobile,tablet, and deslcto devices. 103. A.mobile app for iOS and Android is X i Everbridge supports the ability to launch new available that allows Users to send and template broadcast to both individuals public notifications to on-the-fly and groups of individuals,manage generated geo-located areas. messages,and view reports from smartphones and tablet devices.Today,we have Mobile app support for iOS and Android devices,Authentication on the mobile platform is through I4TTPS connections utilizing 20448-bit encryption.No information is cached locally within the app. Everbridge also supports a universal browser interface which functions among any smartphone or tablet device including BlackBerry and Windows Mobile, 104, The service integrates with incident X This can be achieved using our Incident management systems,such as Communication and Email Ingestion WebEOC,so that alerts can be functionality or through custom development activated from WcbEOC Input or using our ISON-based RESTful API. Display views. 105. The system has a robust responder X Everbridge provides the ability to create and notification function that allows for send quota-based notifications by using our advanced polling functions and the Polling Notification with Quota enabled.This ability to stop calls once a set gives customers the ability to specify a threshold of responses is reached. certain number of positions to be filled.Once deployed,the quota notification will start contaetin the col of candidates and County of Orange MA-060•-25010178 File No,2424402 Sheri,ff Coroner Deparkent Public MassNut(flcation 4stem Page 56 of 57 # Question °des ,No . -WA ' CoththOftt continue until enough successful responses are provided to till the quota count.Once the quota is filled,the system will automatically stop calling the group.If desired,customers can use our follow-up capability to recommunicate to any desired audlence—such as those who confirm receipt after the quota is filled—very quickly, 106. The system has the ability to directly X Everbridge supports Conference link notification recipients to an Notifications inherently,whereby a internal conference call. notification is deployed to client recipients and if received via phone,they will join the call immediately;if received via text message,all dial-in and passcode information is included to allow the end user to connect to the call.Everbridge provides 4 inherent conference bridge lines for any client to use—and clients may customize our service to support their own conference systems,if desired 107. The system will have the ability for X two-way text and email communication. 108. X Responses and confirmations q-om Responses r enotificationsdirectly can be User recipients are reported back to the Everbridge via email or text directly to the User sending the message, system platform whereby authorized client administrators(including those that administrators,or members of a User- initiated the communication)may review defined group. through our extensive re ortin o tions 109^ The system has the ability to export the x polygon created for the notification in shape file,IC M,and CSV. 110. The system automatically sends all X Everbridge can schedule notifications to Registrants a yearly,bi-yearly,or accomplish this.Additionally,rules or filters quarterly email reminding them to can be developed to only target the users update their information,This that have not recently updated their contact message can be configurable by a information. User. 111, The system has the ability to manually X bulls upload data via CSV or Excel and automatically via SFTP, 112. The system has an audit functionality X that allows authorized Users to review system access and activity for up to 18 months. County of Orange W-0 60--25 01 01 78 File Na 2424402 Sheriff Coroner Department Pubtfe Mass Not(flcatto»Spstetr? Page 57 of 37 Exhibit:1 Use Policy Prohibited uses County shall use the Service only for lawful purposes and in accordance with this AUP, County may not, Use the Service in any way that violates any applicable federal,state, local or international law or regulation (including,without limitation,any laws regarding the export of data or software to and from the US or other countries) Use the Service for the purpose of exploiting,harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content,asking for personally identifiable information,or otherwise 0 Use the Service to transmit,or procure the sending of,any advertising or promotional material, including any "Junk mail","chain letter","spam"or any other similar solicitation i Impersonate or attempt to impersonate Everbridge,an Everbridge employee,another user or any other person or entity,including by utilizing another user's identification,password,account name or persona without authorization from that user Use the Service in any manner that could disrupt,disable,overburden,damage,or impair the Service for County or others(including the ability to send timely notifications through the Service),via various means Including overloading,"flooding,""rnallbombing,""denial of service"attacks, or"crashing" • Use any robot,spider or other automatic device,process or means to access the Service for any purpose, Including monitoring or copying any of the material Use any manual process to monitor or copy any of the material made available through the Service or for any other unauthorized purpose without our prior written consent • Use any device,software or routine,including but not limited to,any viruses,trojan horses,worms,or logic bombs,that interfere with the proper working of the Service or could be technologically harmful. Attempt to gain unauthorized access to,interfere with,damage or disrupt any parts of the Service,the server on which the Service is stored, or any server,computer or database connected to the Service. • Attempt to probe,scan or test the vulnerability of a system or network or to breach security or authentication measures without Everbridge's express written consent. • Take any action in order to obtain services to which such client is not entitled • Attempt any action designed to circumvent or alter any method of ineasuring or billing for utilization of the Service • Otherwise attempt to interfere with the proper working of the Service Everbridge rights and remedies If County becomes aware of any content or activity that violates this AUP, County shall take all necessary action to prevent such content from being routed to,passed through,or stored on the Everbridge network and shall promptly notify Everbridge. County's failure to comply with this AUP may result in Everbridge taking action anywhere from a warning, to a suspension or termination of Service.Everbridge will endeavor to provide notice to County prior to any suspension or termination of Service,but may immediately suspend or terminate in instances where continued provision of Service may cause significant harm to Everbridge,the Service or other clients. Counly of Orange MCI-060--25010178 File No.2424402 Sheri f`'Coroner Depanmeni Public Mass Notification System Page S8 gi`57 ATTACHMENT B County of Orange and Orange County Operational Area • +` Countywide Public Mass Notification System Operating Guidelines • Effective: June 30, 2008 Revised: October 15, 2024 I. PURPOSE The purpose of these Operating Guidelines is to describe the use and administration of AlertOC, the Orange County Public Mass Notification System ("System") by the County of Orange ("County"), County agencies and departments ("Agencies"), and local jurisdictions authorized by the County Board of Supervisors ("Jurisdictions"). This document will provide roles and responsibilities at the regional level. Individual Jurisdictions/Agencies should create and maintain subordinate procedures which incorporate the regional concepts outlined below. The step-by step procedures for activation and use will be maintained in a separate document maintained by each jurisdiction/agency as a part of their emergency response plans for overall planning and response efforts. A copy of these guidelines shall be maintained in PrepareOC. This document does not supersede any policy and procedures outlined in the Memorandum of Understandings signed by participating agencies, but should be used to support the use of the System. Authorized users must respect the integrity of the System, understand the regulatory and privacy issues, and fully comply with the guidelines outlined in this document. II. SYSTEM DESCRIPTION The primary intent of the System is to disseminate early warning and time sensitive information to County businesses and community members during an emergency event. The System is only one component of the County of Orange public warning system. As deemed fit by local authorities, the System should be used in conjunction with the other public warning mechanisms including, but not limited to: route alerting, the Emergency Alert System, outdoor warning systems, and press releases. The System is available 24/7 and has been pre-loaded with Orange County landline phone numbers (including unlisted) and countywide geographic maps. Additionally, community members have the option to provide additional contact information via self-registration portal AlertOC.gov with link access from county and all participating entity websites. The System will be used to send messages, describing the situation, impacted area, and recommended action the public should take, to affected businesses and community members via telephone, e-mail, and/or text. The County is the sponsor of the System 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 community member 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 community members and organization resources within its jurisdiction. Page 1 of 14 • County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines • III. OVERVIEW OF GENERAL SYSTEM FEATURES At minimum, the Orange County Sheriff's Department Emergency Management Division shall acquire and maintain a System capable of meeting the following requirements: A. Licensed for use throughout the County's entire region B. Capable of sending Wireless Emergency Alerts and Emergency Alert System notifications C. Capacity to send a 45 second message to 10,000 community members and businesses within 10 minutes D. Capacity to send messages via phone, e-mail and text E. Accessible via the public internet F. Provides audit trail logging and reporting G. GIS map interface for geographic call list generation H. Community member self-registration web portal (available in threshold languages) I. Interactive phone survey technology and reporting J. Interactive Voice Response based notification setup and execution K. Unlimited vendor support, with access to vendor available for Jurisdictions as needed IV. REGULATIONS AND AUTHORITIES The System is operated in compliance with laws and regulations which are incorporated by reference into these Operating Guidelines. • 47 C.F.R. Part 11 — Emergency Alert System • 47 C.F.R. Part 10 —Wireless Emergency Alerts • American with Disabilities Act The System uses the E911 database to complete the notifications. The use of the E911 database is regulated by the California Public Utilities Code (CPUC) sections 2872 and 2891 et seq. The information contained in the E911 database is confidential and proprietary and shall not be disclosed or used except by authorized personnel for the purpose of emergency notifications. Any agency in violation of this regulation is subject to criminal charges as described in the CPUC. V. GOVERNANCE The County Board of Supervisors has authority over the System governance. The Orange County Sheriff's Department Emergency Management Division (OCSD-EMD) will manage the System as a countywide asset on a day-to-day basis. The OCSD-EMD will draft, implement and maintain policies, processes, and data related to the System. The OCSD-EMD is responsible for ensuring that the provisions of the Vendor contract are implemented properly. The Emergency Management Council Subcommittee and the Orange County Emergency Management Organization-Technology Subcommittee are responsible for recommending plans, procedures, and policies related to the System for approval. The Orange County Emergency Management Council and County of Orange Operational Area Executive Board are responsible for approving plans, procedures, and policies related to the System. Page 2 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines • VI. AUTHORIZED USERS Use of the System by each Agency and Jurisdiction is contingent upon that Agency or Jurisdiction 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 is designed to be a countywide asset, available to all Jurisdictions that have a dedicated public safety answering point (PSAP) and/or a residential population for whom they are responsible for making protective action recommendations. An Agency may participate in the countywide System at no charge when used for emergency purposes until December 30, 2029. Entities authorized to join the system at no cost are limited to the County, Orange County Cities, the Municipal Water District of Orange County and Orange County Retail Water Agencies, and the University of California, Irvine. Each participating Jurisdiction must sign a Memorandum of Understanding (MOU) and will maintain, at minimum, a Local Administrator responsible for implementing and administering use of the System at the local level. A. County Level 1. County Administrator The OCSD-EMD will assign and maintain a designated County Administrator responsible for overall acquisition, accessibility, maintenance, compliance and management of all components required to provide an effective countywide mass notification system. The County Administrator is responsible for: 1. System acquisition and contract management. 2. Policy management and as needed modification (in consultation with public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated Local Administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 6. Testing: facilitate routine System-wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. User Testing: verify and document County Alert and Warning Users are performing monthly tests. 8. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and individual registration web portal. Page 3 of 14 County of Orange and Orange County Operational Area • -� Countywide Public Mass Notification System Operating Guidelines 9. Exclusion List: maintaining exclusion lists, provided by Local Administrators, in the System. 10. System support: provide support to County Users and Local Administrators. Page 4 of 14 • County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines • 2. County User The County will have two levels of users: Alert & Warning Users and Agency Users. Both Alert and Warning Users and Agency Users are responsible for obtaining Multi- Factor Authentication (MFA) software and will require MFA software to be functional for access to the System. Alert &Warning Users Orange County Sheriff's Department Emergency Communication Bureau (9-1-1 dispatch), Control One and Emergency Management Division personnel will be setup as Alert & Warning Users. Alert & Warning Users will have permission to access and launch emergency notifications to all jurisdictions within Orange County consistent with the County of Orange and Orange County Operational Area Alert and Warning Plan. Alert and Warning users should perform monthly tests including: 1. Logging into AlertOC 2. Sending a test message to one or more contacts 3. Checking message receipt to ensure message was delivered A Jurisdiction that contracts with the Orange County Sheriff's Department for police services authorizes the OCSD-Control One, OCSD-Dispatch, or OCSD-EMD personnel to launch on their behalf if requested by contracted field personnel in order to launch messages in a timely manner. These jurisdictions can also launch on their own behalf. Agency User Agency Users will have permission to execute inter-department notifications. Unincorporated areas of Orange County will have emergency messaging to the public launched by the Orange County Sheriff's Department. All other County Agencies may have access to use the System for interdepartmental use. Each participating Agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide and provide this guideline to the Orange County Sheriff's Department Emergency Management Division. Each participating County agency shall maintain a level of training for their users consistent with the County of Orange and Orange County Operational Area Alert and Warning Plan. B. Jurisdictions Jurisdictions wishing to participate may do so by having an authoritative representative sign the "Orange County Public Mass Notification System" MOU. Upon signing the MOU, the Jurisdiction will identify a Local Administrator. The Local Administrator completed specified training and certifications before being provided with an account. Throughout the term of the MOU, the Jurisdiction may use the System to send an unlimited number of emergency notifications to the public as well as an unlimited number of emergency and non-emergency inter-department messages. Each participating Jurisdiction shall develop and maintain written procedures to identify and address the Jurisdiction's specific use of the System within the scope of this guideline. Each participating Jurisdiction shall maintain a level of training Page 5 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines • for their users consistent with the County of Orange and Orange County Operational Area Alert and Warning Plan. 1. Local Administrator Participating Jurisdictions agree to appoint a designated Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the System at the local level. Local Administrator shall act as the Jurisdiction's central point of contact and will work collaboratively with the County Administrator to ensure local use of the system is within MOU and Operating Guidelines. Local 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, including an annual audit of accounts; annual attestation that all Local Administrators and Local Users are authorized to continue accessing the system. Record management of MOU(s) and signed Local User certifications. 5. Testing: facilitate routine local System test exercise, document local test results and recommend and execute, as needed, corrective action at the local level. 6. User Testing: verify and document Local Users with Alert and Warning responsibilities are performing monthly tests. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the local community aware of the intended use of the System and individual registration web portal. 8. System support: provide support to Local Users. 9. Providing logins and procedural training to key individuals within their Agency responsible for using the System. 10. Exclusion Lists: provide annually a review of the exclusion list for businesses, phone numbers, and organizations in the Participating Jurisdiction. 11. Training: ensuring Local Users complete security awareness training that covers at a minimum the following areas: proper protection, handling, dissemination, and destruction of confidential information (CI); threats, vulnerabilities, and risks associated with handling of Cl-, social engineering; system responsibilities and expected behavior; account usage and management — including password creation, protection, and frequency of changes; system usage — allowed vs. prohibited; incident response; physical security; email protection — phishing threats and business account compromise 12. Incident Response: Local Administrator is responsible to immediately notify OCSD of any incidents that could lead to the unauthorized or accidental use, modification, disclosure, or destruction of any information contained within the system. 2. Local User: Page 6 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines Participating Jurisdictions may have an unlimited number of Local Users. Local Users will have access to community member contact records within their Jurisdiction or Service District. Local Users will be authorized and managed by the Local Administrator and may have varied system permissions. For Water Retail Water Agencies, Local Users may use the System to send emergency notifications to the public by using pre- established GIS shape files or the system's interactive map feature to identify their water users. Local Users are responsible for obtaining Multi-Factor Authentication (MFA) software and will require MFA software to be functional for access to the System. If a local user has access to send Alert and Warning messaging to the public then the local user should perform monthly tests including: 1. Logging into AlertOC 2. Sending a test message to one or more contacts (this can be the Alert and Warning User) 3. Checking message receipt to ensure message was delivered Page 7 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines VII. AUTHORIZED USE A. Emergency Public Notifications Legal restrictions exist related to issuing different types of messages through the System. All Users are required to know and understand these restrictions. The Form in Attachment B delineates the requirements for each type of message. As a general principle, the System is to be used when the public is being asked to take some action (e.g. evacuate, prepare to evacuate, shelter in place, boil tap water before drinking, local assistance centers and other follow up information, re-entry to an area after evacuation orders have been lifted or termination of the emergency because the danger has passed). Use of the System for emergency activity contains two components: (1) the need to disseminate critical, safety-related information to individuals regarding emergency events occurring now,follow up information regarding the event and termination of the emergency event, and (2) communicating with safety-responder staff, volunteers and involved parties about the emergency event. Emergency Public Notifications are limited to: 1. Imminent or perceived threat to life or property 2. Disaster notifications 3. Evacuation notices 4. Public health emergencies 5. Public safety emergencies 6. Any notification to provide emergency information to a defined community The following criteria should be used to assist with determining the need to issue an alert: 1. Severity. Is there a significant threat to public life and safety? 2. Public Protection. Is there a need for members of the public to take a protective action in order to reduce loss of life or substantial loss of property? 3. Warning. Will providing warning information assist members of the public in making the decision to take proper and prudent action? 4. Timing. Does the situation require immediate public knowledge in order to avoid adverse impact? 5. Geographical area. Is the situation limited to a defined geographical area? Is that area of a size that will allow for an effective use of the system, given the outgoing call capacity? 6. Are other means of disseminating the information inadequate to ensure proper and time delivery of the information? 7. Is the message being sent follow up information to an emergency event in progress? If the answer to ALL of these questions is "Yes", then an activation of the System for emergency purposes may be warranted. Page 8of14 County of Orange and Orange County Operational Area • -~' Countywide Public Mass Notification System Operating Guidelines Illustrations of incidents which may be Emergency Public Notifications are included in Attachment A. Participating Agencies are authorized to develop pre-established notification lists and messages related to specific types of emergencies. The circumstances for using these lists should be documented within County emergency plans and annexes approved by the Emergency Management Council, and their establishment coordinated with the County Administrator. Such documentation should include which forms of System notification will be used (e.g., opt-in agency data). During emergencies, messages will be coordinated with the Operational Area Emergency Operations Center or OCSD-EMD. 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 Responder Notifications Emergency Responder Notifications are limited to: 1. Contacting first responders to advise of an emergency 2. Contacting first responders to report for duty due to an emergency 3. Contacting key staff regarding an emergency or crisis situation 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. Message shall have a call back number specific to the agency issuing the notification. 4. It is highly recommended all messages are recorded using a real voice and not the computer transcriber. 5. It is highly recommended to provide a phone number or website where the public can obtain additional or updated information 6. An all clear notification should be sent when applicable C. Non-Emergency Public Notifications 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 E911 data is cannot be used for non-emergency use except for testing according to the law California Public Utilities Code (CPUC) sections 2872 and 2891.1 and violators may be subject to criminal enforcement. Any Agency or Jurisdiction in violation of this term may have their use of the System suspended or their individual access revoked. Page 9 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines No Jurisdiction shall use the System for non-emergency public announcements unless a separate contract with the Vendor is established. Cost associated with non-emergency public notifications is the responsibility of the local Jurisdiction. Jurisdictions will be limited to using the self-registering portal entry data only when launching non-emergency messages. Jurisdictions who contract to use the 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 System, but the telephone port capacity of local phone providers responsible for delivering calls to community members and businesses. D. Inter-Department Communication Each participating Agency and Jurisdiction is authorized to create employee/volunteer and department call lists and pre-recorded messages. Agencies and Jurisdictions may use the 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. Inter- departmental users will have permission to inter-departmental contact information only and are authorized to use the System solely for inter-departmental communication including but limited to first responder or volunteer call-outs. Vill. ACTIVATION OF THE SYSTEM Each Jurisdiction is responsible for launching messages to affected community members and businesses within their Jurisdiction or Service District. • For messages launched by Jurisdictions on their own behalf, Jurisdictions are responsible for identifying and documenting who has the authority to launch messages. • For messages launched by the County on behalf of Jurisdictions, the County requires the message be authorized by either the City Manager, City Police Chief, City Fire Chief, City Emergency Manager, or by public safety personnel on the incident scene with Incident Commander approval. Exigent circumstances will be evaluated on a case-by-case basis if the preceding individuals are not available. The County of Orange and Orange County Operational Area Alert and Warning Plan is incorporated by reference. This document delineates the processes for coordinating all alert and warning notifications, including those transmitted using this System. IX. LIMITATIONS OF THE SYSTEM Every effort will be made by the County to ensure the System operates in the manner described in the SOP. However there are limitations of technology which may cause the system to fail or provide inconsistent message delivery. Some of these limitations include: • Cell Phone Disruptions • Cell Phone Reception Coverage • Public Safety Power Shutoff events Page 10 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System Operating Guidelines • X. ROUTINE TESTING Monthly System tests will be conducted to ensure that use of the System in an emergency is optimized and users are familiar with operation. All users should perform monthly message proficiency tests. Users who do not login and perform a message proficiency test at least yearly are subject to removal as a user from the System. The System will have an annual regional test. This includes testing operational readiness, activation procedures and system effectiveness as well as validating data and system processes. Through the annual test exercise, 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 County of Orange and Operational Area Alert and Warning Plan. By signing the Mass Notification System MOU, participating Jurisdictions agree to take part in System drills and exercises. XI. CONFIDENTIALITY AND SECURITY Through the "Memorandum of Understanding between the County of Orange and Participants for use of Countywide Mass Notification System," each agency is bound in writing to the confidentiality obligations sufficient to permit agencies to fully perform its obligations under this policy or the vendor agreement. Jurisdictions and Agencies shall be responsible for: 1. Ensuring users have completed an appropriate background check and undergone annual security awareness training. 2. Protecting Confidential Information (CI) contained within the system against accidental or unauthorized use, modification, dissemination, or destruction. 3. Ensuring that users maintain the confidentiality of all user login and password information; 4. Ensuring that users follow the 90 day password expiration limit; 5. Ensuring that users use the service in accordance with all applicable laws and regulations, including those relating to use of personal information; 6. Immediately notifying the County Administrator of any security incident that could lead to the unauthorized access, use, modification, dissemination, or destruction of Cl contained within the system. 7. Any breach of the terms of this policy or the vendor agreement by any user; and 8. All communications by users using the service. XII. 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 obtain updated E911 telephone data and geographic maps. Costs associated with use of the System for non-emergency activity is the responsibility of the local Jurisdiction through separate contract with the Vendor. XIII. DEFINITIONS Page 11 of 14 County of Orange and Orange County Operational Area • .=-`- Countywide Public Mass Notification System ' YL. Operating Guidelines System—All components of the Mass Notification System including hardware,software,access portals, contact data and GIS maps. Community members—Comprises individuals and businesses. Emergency - "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the individuals and property located within the boundaries of the county and participants' respective jurisdictions. XIV. REVISION HISTORY RevisionDate Author Description____ April 18, 2008 PMNS Policy Document originated Committee May 19, 2008 PMNS Executive Non-emergency session termination in Review Team Section V., Item C. June 16, 2008 Teara LeBlanc Exception clause in Section VII, Item A., bullet 2. May 2010 Vicki Osborn Revision of all sections June 2012 Raymond Cheung Revision for OCSD transition May 2013 Raymond Cheung Revision for new vendor contract May 2016 Raymond Cheung Added confidentiality item to Section V., Item C. and allowed non-emergency use in Section V., Item B. and Section V111_ June 2021 Harmon "Jay"Ward Revision for new contract Revision of Sections II, III, IV, V, IX, and X1. October 2024 Harmon "Jay"Ward Revision for new contract; added User Testing for County and Local Jurisdictions in Sections VI and X; added City Emergency Manager as Authorized Requestor in Section VIII; added Section IX; added password expiration in Section XI. Page 12 of 14 County of Orange and Orange County Operational Area • Countywide Public Mass Notification System +fit x� Operating Guidelines XV. ATTACHMENT A— INCIDENT ILLUSTRATIONS This is a non-exhaustive list provided as examples. Active Shooter A shooting with armed individual or individuals is Yes occurring in a known area. Boil Water An unsafe water supply issue requiring the public to boil Yes Orders water before use. Building Fire A fire occurring in an urban area requiring evacuation or Yes shelter in place for the immediate area. Violent Crimes Violent crimes that just occurred such as robbery, Yes assault, murder. etc. Felony Suspect Law enforcement is currently searching for a felony Yes at Large suspect that is suspected to be in a certain area. HazMat Hazardous Materials incidents that require a firelhazmat Yes response and may include evacuations or shelter-in- place orders. Health Orders Any public health order made pursuant to County Yes Health Officer recommendations. Missing Adult 12- 17 yrs with decreased mental capacity or medical Yes (920A)with condition special cires Missing Child 12 yrs or younger Yes (920C) Missing Juvenile 18 yrs and older 12- 17 yrs with decreased mental Yes (920J)with capacity or medical condition special cires Severe Weather Weather warnings that forecast an occurring or Yes Related imminent threat to public safety or coincide with protective action recommendations such as voluntary or mandatory evacuation orders. Evacuation or Voluntary or mandatory evacuation or shelter-in-place Yes Shelter-in-Place orders. Wildland Fire A fire occurring in a wildland urban interface area Yes requiring immediate evacuation or shelter-in-place. Road Closures Unplanned road closures due to an emergency Yes situation. Planned Events Road closures due to community events planned in No advance. Page 13 of 14 County of Orange and Orange County Operational Area • �— Countywide Public Mass Notification System Operating Guidelines • XVI. Attachment B—AlertOC/WEAIEAS Activation Form Page 14 of 14 ATTACHMENT C Public Mass Notification System Individual User A reement 1, (hereinafter"USER")is an agent,officer,employee or representative of ,(hereinafter"PARTICIPANT"). 2. PARTICIPANT is a signatory to a Memorandum of Understanding("MOU")between with the County of Orange("COUNTY")for Use of Countywide Mass Notification System("SYSTEM"). 3, As an agent,officer,employee or representative of PARTICIPANT,USER has been granted access to the System by PARTICIPANT and is decmed an Individual User under the MOU. USER can have access removed by the Local Administrator for PARTICIPANT at any time, 4. USER understands that as an Individual User,USER may only use the SYSTEM in the manner described in the MOU,the Everbridge GSA Approved End User License Agreement,and in accordance with the requirements of the law. S. By signing this Individual User Agreement,USER hereby further expressly agrees to the do following things: a) to maintain the confidentiality of login and password information; b) to use the System in accordance with all applicable laws and regulations, including those relating to use of personal information; c) to be responsible for any breach of the terms of the Agreement with Everbridge and/or the MOU between PARTICIPANT and COUNTY caused by the USER; d) to notify the Local Administrator or County Administrator if there is a breach of security caused by the USER c) to maintain the confidentiality of all records and information to which the USER may have access as a result of their access to the System pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU; f) that all information transmitted and the use of the SYSTEM by USER shall be in compliance with California Public Utilities Code section 2872;and g) to be responsible for notifying the Local Administrator if the USER is no longer an agent,officer,employee, or representative of PARTICIPANT 6. USER also acknowledges having been provided the opportunity to review the GSA Approved End User License Agreement with Everbridge,the Memorandum of Understanding Between the County of Orange and Participants for Use of Countywide Mass Notification System,and California Public Utilities Code section 2872,prior to signing this Individual User Agreement,and hereby agrees to abide by both the letter and intent of those documents. 7. USER may withdraw their consent to terms contained within this Individual User Agreement at any time by notifying PARTICIPANT in writing. USER acknowledges,however,that withdrawing USER's consent will result in immediate termination of USER's right and ability to access the SYSTEM. By signing this Individual User Agreement,USER acknowledges having thoroughly read the foregoing,and hereby consents and agrees to the above terms and conditions. Dated: Signature Printed Name Email Address