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HomeMy WebLinkAboutORANGE, COUNTY OF (28) - 2014JUN 1 2 2014 © SAP00) 1&�` MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM N-2014-075 This Memorandum of Understanding, hereinafter referred to as "MOU," dated , which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the undersigned municipalities, 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 teras 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 -060-13011688 ("Agreement") with Blackboard Connect, Inc., for the provision of Public Mass Notification System Services, on or about May 21, 2013, attached hereto as Exhibit A, to disseminate critical, titre -sensitive emergency information to COUNTY's citizens and businesses through phone and e-mail devices for emergency notification purposes; and WHEREAS, Blackboard Connect, Inc. agrees to provide to PARTICIPANTS the services agreed to by ]Blackboard Connect, Inc. and COUNTY as contained under the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the Agreement, to use the System in compliance with all usage agreements identified and incorporated herein as Exhibit A (Orange County Agreement No. MA -060-13011688), Exhibit B (Countywide Public Mass Notification System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this MOU to receive the benefits under the Agreement. Pagel of S NOW, THEREFORE, the parties agree as follows: I. Definitions: "Agreement" shall refer to Orange County Agreement No. MA -060.13011688 between COUNTY and Blackboard Connect, Inc. The Agreement is attached to this MOU as Exhibit A. "Countywide" shall mean all geographic locations in Orange County, California, "Contact information" shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits. "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS' respective jurisdictions. "Emergency information" shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. "Emergency notification situation" shall mean instances when emergency information is to be distributed through the System. "Non -emergency information" shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT's jurisdiction to justify the use of the System to distribute such information. "Non -emergency notification situation" shall mean instances when a PARTICIPANT deems non -emergency information to be of significance to a PARTICIPANT'S jurisdiction and the PARTICIPANT uses the System to distribute such information. "System" shall mean the Public Mass Notification System as provided by Blackboard Connect, Inc. to COUNTY under the Agreement. The System is designed t6 disseminate information by utilizing common communications, i.e, telephone and e-mail communications to citizens and businesses as permitted under the Agreement. II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon Page 2 of 5 them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from July 1, 2013 and shall expire on June 30, 2017, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six-month advance notice per the termination terms found in Paragraph IX. Termination, below. IV. Scope of Services: PARTICIPANTS shall receive from Blackboard Connect, Inc. the same services provided by Blackboard Connect, Inc. to the COUNTY under the Agreement. COUNTY's involvement in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. PARTICIPANTS and Blackboard Connect, Inc. acknowledge and agree that any actions taken by Blackboard Correct, Inc. or any PARTICIPANT under the scope of the Agreement and this MOU are the responsibility of Blackboard Connect, Inc. and the respective PARTICIPANT, V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terns and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Stich modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X, Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or PARTICIPANT access account termination. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter -departmental resources and/or emergency information to the public in emergency notification situations. PARTICIPANTS may arrange for the use of the System with Blackboard Connect, Inc. to distribute non -emergency information, However, any agreement reached between Blackboard Connect, Inc. and any PARTICIPANT for the use of the System for non- emergency notification situations shall exist only between Blackboard Connect, Inc. and Page 3 of 5 the PARTICIPANT. In accordance with Paragraph 11. Hold Harmless, above, COUNTY shall be held harmless and indemnified by the PARTICIPANTS and Blackboard Connect, Inc, from any actions whatsoever arising from any PARTICIPANT's use of the System for non -emergency services. All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's "Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)", attached hereto as Exhibit B. VI, Compensation: All compensation owed by PARTICIPANTS to Blackboard Connect, Inc, shall be made between PARTICIPANTS and Blackboard Connect, Inc. VIi, Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: COUNTY; County of Orange — Sheriff -Coroner Department Emergency Management Bureau Attn: Donna Boston / Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VIII. Confidentiality: Each party agrees to maintain the confidentiality of all related records and information of the other party pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. IX, Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non -PARTICIPANT data to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter -departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided Page 4 of 5 contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi jurisdictional notification use as needed. Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior to terminating the Agreement. All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY, this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. X. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE By: I'- ro:f—& Lzi Date: Sandra Hutchens, S riff-Coroner County of Orange _ 1�L PARTICIPANT: �17i car SiaNTrn I1hIPA David Cavazo City Manager City of Santa Ana By: Date: l%3v%3 Authorized Signature' �_. CIV'LO S rc"-s 1061 /C(-- C1y1e7-- Print Name and Title APSRDYEDAS To FORM APPROVED AS TO FORivI OFFICE OF THE COUNTY WUNW ORANGE COUNTY, CALIFORMA Laura A. Rossini BY uty �r} City Attorney Data: Page 5 of 5 �ARIA D. HUIZAR CLERK OF THE COUNCIL FxyiQfT 4 CONTRACT 0IVIA-06,0-13021688 T141S AOXEMvlENT (hereinafter "Contract") Por the procurement of. a Public Mass Notification System, as further described herein is made and enkcred into as of the date fully executed by and bebveen lire County of Orange, operating through its Sheriff's Department, a political subdivision of the State of C,alifarnia, hereinafter referred to as "County" and Blackboard Connect, Inc., with a place of business at 15301 Ventura Blvd:, Sulte-3017, Building B, Sherman Ctaks, CA 91,103, hereinafter referred to as ("Contractor"), which is sometimes individually referred to as ".Party", or collectively referred to as "Parties." RECITALS W11BREAS, Contractor responded to a Request for Proposal (RPP) to provide a Public hIdsts Notirieation System, as Airtber set forth herein; and WHEREAS, the Contractor responded and represented that its proposed str0ces snail meet or exceed the requirements and specifications of the RFP; and WHERLrAS, the County of Orange Board of Supervisors has i uthorised'the Purchasing Agent or leis designeeto enter into a Contract fora Public Mass. Nod ficution System; NOW, THEREFORE, the Parlics nwuially agree as follows: ARTICLES A. Governing Lars' find Venue: This Contract has beennegotated 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 iworpiol this Contract, the sole and exclusive venue shall be a Boort of competent jurisdiction located in Orange County, California, and the Parties hereto ay:cc to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394, Furthermore, the Parties specifically agree to waive any and all rights_ to request that an action be transferred for trial to another County. B. Eullre Contract: This Contract, inelud ng Attachments A, B, and Exhibits I mid Il, which are attached ]tcreto and incorporated herein by this reference, contains the entire Contract between the Parties with respect to the matters herein and there are nit restrictions, promises;. warranties or undertakings other than those set forth herein or referred to herein, No exceptions, alternatives, substitutes or revisions ire valid or binding on County unless autlicrised 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 he valid or binding on County unless accepted in wtittng County's Purchasing Agent or his designee, C. Amendments- No alleratian or variation of the terms or 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. 0, Taxes: Unless otherwise provided herein or by law, price quoted floes not include California state sales or use tax. �P�} nancaboard t,onnw, tae. con=tbr lnitlak'G✓ Pile folder 625420 1 Contract 0 MA -060.13011 NIS except for such amounts that arc due and payable by the County at the time of termination. (v) Contractor will apt be liable hereunder for any settlement made by the County without Contractor's.advance written approval or for any award froth any action in which the. County did not net co-operatively with the Cotitrdctor in the settlement, compromise; negotiation, and defense of such actions; and (vi) The foregoing ittdenmtily shall not apply to any irTringement claim to the extent arising from Uld County's use of the. Service ill •a manner not audtoiized by Contractor and/or County's use of Ute Servkc with software or hardware, not provide by Contractor, where the use with such other software or hardware, gave rise:10 the infringement elainG H. Assignment or Slab -contracting: Tho 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 maybe assigned or sub -contracted by the Contractor without the express written consent of County, Any attempt by Contractor to assign or sub -contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. Non -Discrimination: In the performance of this Contract, Contractor' agrees that it will comply with the requirements orSeetion 1735 of Ute California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of (be race, religious creed, color, national origin, ancesby, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor,acltnowledgesthat a viblatiort of this provision shall subject Contractor to all the penalties hnposetl for a violation of And - Discrimination Law or regulation, including but not. limited to, Section 1720 et seg. of the California Labor Code, J. Terraluntlow hi addition to any otter remedies or rights. it may have by law, County has the right to terminate this Contract without penalty alter 30 days' written notice. Either Party, may terminate this Contract in the event of a material breach by the other Party, which breach remaims.uucurod for ten (10) days following written notioe: to:the breaching Patty. Caugashall be defined as any breach of contract, any huisNpresentation or fraud an the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County oral] farther obligatfon(s). Except For the application of Additional Terris and Conditions Section 3, far services rendered Which meet the specifications detailed in the Scope of Work and are - deemed acceptable by the County, amounts will be invoiced, or otherwise due and payable at the time of tennination and shall be paid by the County for [lie exact time urs to the date or termination and as governed by Paragraph E — Acecplanicelpaytnert, K. Consent to Breaelt Not Waiver: No term or provision of this Contract shall be deemed waived and no branch excused, unless such waiver or consent shall be in writing and signed by (lie I'arly claimed to have waived or masented. 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. L. Remedies Not hxelusive: Tile remedies for breach set forts in this Contract are cumulative as to one annther anti as to any other provided by law, rather than exclusive,, and the expression of Bhackb=Rl Conm t, Tm. L M"lor/nitro/: Pile fohlw62542e 3 - Cantmct # MMM -1 At 1688- if the; contractor tails to maintain insurance acceptable to the County for the M €tnn of this contract, the County inq lemtfuste this contract, Qualified Insurer Minimum insurance company ratings as determined by the anost current edition of the Best's Key Rating Guid&Prooerty-Cnsualtv/6fnited Slates or ambcst coin shall be. A- (Secure A.M. Rest's Bating) and Vlll (pinancinl Site Category). The policy or policies of insurance. must be issued by nn insurer licensed to do business in die state of Californla (California Admitted Carrier). if the carrier is a non-athnitted carrier in the state of California and does not meet or exceed an A•M• Best rating ofA-/Vlll, CB0I0.ftice,017 Risk Management retains the right to approve or rujcct carrier after a review of theeermpany's performance and financial ratings. Lf the non -admitted carrier meets or exceeds•tbe:minimuin A,M. Best rating of A-Nlll, the agency can accept the insurance. Tltc policy orpolic es of insurance mabitained by the Contractor shrill provide the minimum limits and coverage as set forth below: Coverage Commercial Oencral Liability Automobile Liability including coverage &r non -owned and Hired vehicles Workers' Compensai wr Employers' liability Insurance Biters & Omissions Liability btsumnce Minimum Limits $1,000,000 per occurrence $2,000,000 aggregate $1,000,000 per occurrence Statutory $1,000,000 per € ccurrence S 1,000,000 per claims made or per occurrence Required Coverage Foams The Commercial Gencral Liability coverage shall be written on Insurance ScNkds Office (iSO) form CG 00 01, or a substitute form providing liability coverage at lest,as broad: The Business Auto Liability covetugo shall be written 011 FSO,farm. CA 00 01, CA 00 05, CA 0012, CA 0020, or a substitute form providing coverage atlgast,asbioad. 2. -aired Gndorsemcnts 'Iltc Commercial General Liability; policy shall cootain the following endorsements, which shall accortrpany, the Certificate of insurance: 1) An Additional insured endorsement using iSO form CG 2010 of CG 2033 or a formal least as broad onming the County of Orange, its elected and appointed of%tciais, o4ficera, employees, agents as Additional Insureds. 2) A primary non-contributing endorsement evidencing that the potttractor`s inse ance is primary and any insurance or self-insurance maintainod by the County of Orange 5111111 be eFoess and noa-contributing. alacOooftl Connmt, Ira:. Conaacler Initial: --t _ Pio Polder625420 S Contmctn MA•060-1301160 R. Change of Ownership: Contractor agrees that if (here is a change or transfer in ownership of Contractor's business prior to completion of this Contract, title new owners shall be required under terms or sale or other transfer to assumo Contractor's. duties and obligations contained ia. this Contract and Complete them to [tic satisfaction of County. S. Force Majeure: Contractor shall not be in breach of ibis Contract during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disordell employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the stall of the delay and Conaraclor avails himself of any available remedies. T. Confidentiality: C.ontraclor agrees to maintain the confidentiality of all County and County slit County -related records and lnformatiort pursuant to all statutoy laws relating to privacy and confidentiality that currently exist or existat any that during the3erm OHMS Ccintraet, All such records and information strait. he considered conildontial and kept :confidential by Contractor and Contractor's staff agents and employees. U. Compliance with Laws: Contractor rellmsents.and warrants that services to be provided under this Contract shall Fully comply, at Contrnotor's .exp€its€, with all slandards,:13w5, 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 appliobte to the services at tine time services ore provided to and accepted by County. Contractor acknowledges than County is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph "P" above, Contractor agrees that it shall defend, indamnify and hold County and County INDEMNITEES harnnleaa from all liability, damages, costs and expenses arising from or related to a violation of such laws. V. Freight (r,0.13, Aestina#ou): Contrraetor assunnes fill responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary und€rthis Contract. W. Pricing; The Contract price, as more fully set forth in Attachment 13, shall include full compensation rot providing all required goods in accordance with required speeifu &aunts, or services as specified herein or when applicable, in the socspe of'servicea attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for ill this Contract. X Waiver of Jury Trial: To the extent enforceable tinder Calirbrolsa kW, each Party ackrlowIcdJFes that it is aware of and has had the opportunity to seek Advice of counsel of its choice with resp€ct to its rights to trial hyjury, and each Party, for itseif and its successors. cr 4tors, and assigns, does hereby expressly and knowingly tvaive.and release all such rights to trial try jury in any action, proceeding or counterclaim brodght byway Party.bcreto against the other (andlor against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any tatters whatsoever auising out of or in any connected with this Contact and for any other claim of injury or damage. Y. Terms and Conditions: Contractor acknowledges that it has road and agrees to all Itnuti and conditions included in this Contract. SI iAboard Connect, Inc. Cmn,arm InwUl: ' Fitt Foldcr625420 7 con[M aN W-060.0011683 effective for three (3) years front that date; unless otherwise terminated by County, This Contract may berenewed for one (1) additional one (1) yearterm by mutual agreement of both Parties. The County does not have to give reason if it elects not to romw, 1. Scope of Services: This Contract, including any Attachments and Exhibits, specifies the contractual tares and conditions by which the Contractor shall provide a Public Mass Notification System, as described..in Attachment A - Scope of Work (and all other documents referenced in Attachment A), under a fixett price contract based upon payments, as set forth horeur. Contractor agrees this Contract shalt not be adversely impacted by any otherprojeets the Contractor is conduatigg: Nothing in this Contract shall.prohibit Ella .County front acquiring the same type or equivalent type of'services from other sources. 3. Contingency ofl7tncling: Contractor icknowledges that funding Or portiahs of r4ndittg ftsr this Contract may he contingent upon state budges approval; receipt of funds from, and/or Obligation of funds by, the state of California to Couuty;und Inclusion of sufficient feuding ibr the services hereunder in die badgel approved by County's Board of Supervisors for each fiscal year covered by this Contract, if such approval, funding:ar appropriations are not forthcoming, or are otherwise limited, County may inuuedintely tenninate•or modify this:Contract without penalty. For services rendered during the County fiscal year for which appropriation s were made, and which meet the specifeations detailed in the Scope or Work. and aredeemed necopbrble by the County, amounts will be invoiced or office wixe due and payahle at the time of termination. 4. T'r•ojcct Hannger: The County and the Contra for shall each appoint a. Project Manager to act as liaison betweon each Party during the term of this Contract. The County's Project Manager shall coordinate the activities of the County staff assigned to work with the Contractor. The County's Project Manager shall lutve the right to require the removal and replacement of the Contractor's Project Manager and key personnel. Thai Comity's Project Manager shall notify the Contractor in writing of such action. The Contractor shalt accomplish the removal within 14 calendm days after written notice by the County's Project Manager. The County's project: Manager shall review and approve the appninune®t of the replacement for the Contractor's Project Manager and key persomich Said upproval shall uric bo unreasonably withlleld, s, precedence: "rhe Contract documents herein consist of this Contract and its attachments, In the event of a conflict between or among the Contract documents, the order of preeedetiae shall be Elie provisions of the main body of this Contract, i.e., diose provisions set forth'W the recitals and articles or this Contract, and then the attachments. a. Conflict of Interest: The Contractor shalt exercise rensonable care, and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County, This obligation shall apply to Elie Contractor; the Contractor's employees, agents, and relatives; sub -tier Consultants; and third parties associated with accomplishing, work and services hereunder. The Contractor's efforts shall inck ide, but notbe limited to establishing precautions to prevent its employees or agents from utakhrg, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to .influence individuals to ac€oontraryto the bestinterests of the County, nln<kbowd Owned, hlc. C.mnruaor Inili�,l: file I°aider623420 � CoMreel71 �tA•a60I7at 16x8 that the amount requested accurately reflects the Contract adjustment for which the Contractor bcHcvcs the County is liable. Pending the final resolution of any dispute arishtg under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the perfornnance of this Contract, includa`ng- the delivery of goods and/or provision of :services. The Contractor's failure to diligently proceed shall be considered a maWTNT 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's Purchasing Agent onus designee. If the County fails to render a decision within 90 days atter receipt of the Contractor's demand, it shall be deemed a final decision adverso et the Contractor's contentions. The County's final decision shall he oonelusive and binding regarding Ore dispute unless the Contractor commences action in a court of competefn jurisdiction. 11. Termination -- Orderly,. Upon termination or other ekpiralion of this Contract, each Party shall promptly return to the other Party all papers, rnaterials, and other properties of the other held by each for purposes of execution of the Contract In addition,. each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for tate orderly, nen-disruptive business continuation of each Party. 13. Errors and Omissions: All retorts, files and other documents prepared and submitted ,by Contractor shall be complete and shall be carefully checked by the professionals) identified by Contractor as project manager and key personnel attached hettto, prior to submission to the Connty. Contractor agrees that County review is discretforl and Contractor shall not assume that the County will discover crrors and/or emissions. If the County discovers any errors or omissions Prior to approving Contractors reports, files and outer 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, riles or other written documents.submitted by contractor atter County approval thereof, County approval of Contraetnes. rxports, files or documents shalt not be used as a defense by Contractor [it -any action between the County and Contractor, and the reports, files or doetl01e11t5 M11 be returned to Cotitracior for eortection. Id. Notices; Any and_ell uotices; requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, exceprthrough the course of the Parties' project mntmgers' routine exchange of information and cooperation during the terms or the work and services. Any written communieations shall be deemed to have been duty given upon actual in-person delivery; if delivery is by direct hand, or upon delivery on Oe actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs fast, The date of mailing shall count as the first day. All commamimaons shall be addressed to the appropriate Party ut the address stated herein or such other address as the Parties hereto maydesigpate by written notice Bron time to time in the manner albresaid. County Sheriff -Coroner' / Emergency Mmnagetnent Attn: Raymond Chdong 2644 Santiago Canyon Road Silverado, CA 92676 Ph: It 4-628-7058 cc; SheriMCoronor / Purchasing Services Bureau IflacklwardConncel, lac. Cam*aclm tniaai:'aA, f is Fafder 625420 I l Canlmcl a MA -660+13441688 ebunty'iYt procuring on the open market any goods or services which the rontmctor-agrccd'to supply shall be burns 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. 20. Contractor Safety Standm-ds and Work Hours: The Contractor will ensure compliance with all safety and hourly requirements for employccs in accordance with Fedemt,.statC, and County safety and health regulations and laws. 21. Audit: The Coumy's duly authorized rapresmntn(ive shall have aecess, at reascutable times, to all reports, Coronet records, documents, files and personnel necessary to audit and verify the Cootraotor's charges to the County hereunder. The Contractor agrees to retain reports, records, documents, and files related to charges hereunder ror a period of three years following the date of final payment for the Contractor's services hereunder and suoh records shall be located in Sharman flaks, Culifondi, The Caunty reserves the right to audit acid verify the Contractor's records before final payment is made. Audits, and inspections shall take place us follows: a) such audit or inspection occurs no more than once per year; b) such audit or inspection is limited solely to records and data diiceily applicable to the Comity and/or solely to Comtlotor's employees rendering setviees to the County, and does nal entitle the County to access information related to any other of due Contractor's clients; c) such audit or inspection does not include a record reproduction right with respect to Contractor confidential information; and d) such audit or inspection is it the County's sole cost and expense. The County's representatives shall have the right to roproduce any oCthe aforesaid doculrieuts, Should the Contractor cease to exist ase legalentity, the Contractor's records pertaining to Phis Contract shall be forwarder/ to the surviving entity in a merger of acquisition or, in due event of liquidation, to the County's Project Manager, 22, Authorization Warranty: The Contractor represents and warrants that the person executing the Contract on behalf of and for the Coutraotor is out authorized agent svluo lags actual authority to bind the Contractor to each and every term, condition, slid obligafion of this Contract and that all requiretnenis of the Contractor have been fulfilled to provide such actual authority. 23..Socurity Requirements: A, Conte,tetor shall, with respect to all employees or Contractor perfotinbig services hereunder. 1. Periform background checks as to past employment history, 2, Inquire as to past crimival felony convictions. 3. Ascertain that those employees who lire required to drive in the couuse of performing services het'eundcr have valid Calii'wttia driver's fieenses And no DUI convictions withiwt,,vt (2) years prior to conunencemeat ofsetvices hereunder. 4. Perform drug screening, to determine that such employees are not users of illegal drugs or other substanccs. 5, Iiavc employee complete and sign Contractor Security Clearance and Orange County jail Release of Liability documents, as required by Orange County Sheriff's Npartmea Illucklvard-Connery Inc. Contmuor Ieilial: Ste,};.' File Folder 6230.10 11 Contmo II MA -060.13011(3$8 7. "Contractor Security Cleuealldte' and "Orange County Jail Roleam: of Liability" information farms will be provided by the County Project Manager upon request and Will be screened by the Sberift's Department. 8. "Contrtct Security Clearance" and "Orange County Jail Release Of Liability" infomlation farms. shall be thoroughly and accurately completed, Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. 9. The Orange Comity Sheriff Department will not give the reason an individual's Clearance is denied. F. GENERAL SEGURITY REQUIREMENT -AT WORKSITE; L All Work areas shall be secured prior to the cad of each workday. 2. Workmen shall have no contact, either verbal or physical, with itunales in the facility. Specifically: a, Do not give names or addresses to inmates. b. Do not receive any m Mees or.addresses from inmates. c. Do. not discloseth0dentityotanyinmate toanyoneOutside ;the.facility, d. Domot give any niatdrials to tannates. e. Do not receive any malerials from inmates (including materials to be passed to another individual or iunlate), 3. Contractor's personnel shall not smoke or use profanity or other inappropriate language while on site. A. Coatractoes personnel do not cater the facility while under the influence of alcohol, drugs or other intoxicants and do not have such materials it) their possession. 5. Faihtrc to comply with these requirements is n criminal act and can result in prosecution. G. Contractor's personnel shall plan their aedvities to minimize the nullher of times -they must enter and exit a facility, i.e., transport all tools; equipment, and materials needed for the day at the start of work and restrict a8 breaks to the absolute minimum. 7. Contractor's personnel shall fallow oily special semuity requirdments issued by the onsite contact person or escort Dcp uty. 8. Contractor's personnel shall report either to the ou-site contact person when leaving the facility, temporarily or at the and of the workday. Blackboard Crnnec4 hie. coiaroCtor tnttinL• ! file bolder VS420 15 Conino0 MA -00-1301 t688 . sole discretion, by providing Contractor with a written dopy or such revised requirements, policies, procedures reasonably in advance of the date that they arc to be implemented and effective (collectively, the "Security Policies"). Contractor shall at all tunes use industry best practices and methods with regard to the prevention, detection, and elimination, by all appropriate means, of fraud, abuse, nn.d other inappropriate or unauthorized access to County systems accessed Ili the performance of services in (his Contract. 26. iltfermation Access: The County may require all Contractor personnel Performing. services under this Contract to oxecute a confidentiality and non -disclosure agreement coneetning seem, protection and data security in the form provided by County. The Cotmty 911,111 authorize, and Contractor shall issue, any necessary information -access MDobanistl9, iuelmdiifg access IDs and passwords, and in ce event shall Contractor permit any such tvechtinisms to tie shared or used by other Than the individual Contractor personnel to whom issued. Contractor shall provide each Contractor Person with Only Such level of access as is required for such individual to perform his or her assigned tasks and:foretions All County systems, and all data and software contained therein, including County data, County hardware and County sollwat'c; used or accessed by Contractor: (a)_ shall be used and accessW by such Contactor solely -and exclusively in the perfonvanec of their assigned duties in connection with, and in fnrthtirance of, the performance of Golltuctor's obligations hereunder; and (b) shall rot be used or accessed except its expressly permitted hereunder, or commercially exploited in any matwer whatsoever, by Contractor, at any time. 27, pphnneed Security Procethn'CY: The County may, in it$ discretion, designate certain areas, facilities, or systems as requiring a higher level of security and access control. The County shall notify Coutraclor.ill writing reasonably it Idvaneo,'cf eny such designation becoming effective. Any such notice shall set forth in reasonable detail the enhanced seetuity or acottss- control procedures, measures, or requirenreuts that Contractor shall be required to implement Incl enforce, as well as the date on which such procedures and measures stall take effect. Contaolor shall fully comply with and abide by all such enhanced security and access measures and procedures as of such date. 28. Breach of Security: Anybreachor violation by Cootractor df any or the foregoing shall be deemed a nhaterial breach of a material dbligatiou of Contractor under this Coutract and may he doomed an incurable and material breach of a material obligation of Contractor tinder this Contract resulting in termination. 29. Contact on County Prendscs: Contractor shall, at all tunes, comply with and abide by all reasonable policies and procedures Of the County (or tat may be established thereby, (roll' lime to time) that pertain to conduct on the County's prehiises, Possession or distribution or contraband, or the access to, and security of, the Party's real property or facilities, to the extent that the Contractorlas been provided with a copy preach such policy or procedure. Contractor shall exercise dud we and diligence to prevent any injury to persons 4 damage to property while oil the other Partys premises. The operation of vehicles by either Party's pergonnet on the other P9riy's property shall confleft to posted and other applicable regulations and safe - driving practices. Vehicular accidents occurring bre a Party's properly and involving either Party's personnel shall be reported promptly to the, appropriate Party's personnel. Hach Parry covenants that at all times. during ilia Term, it, and its employees. agents, and Subcontractors shall comply with, and take no action.that results in the other Party being to violation of, any applicable federal, state, and local laws, ordinances, regulations, slid rales. Each Party's personnel shall clearly identify themselves as the appropriate Party's personnel and not as Blackboard Vonnml, Inc. Lbutgtowrinitiilt Free Folder 625420 17 Comreet 0 NIA -060-130 it 638 other users of this Contract. The County of Orange may authorize the loading of this Contract into an electronic commerce system. 33. First Responder Services: The primary recourse for the County in the event of any actual or potential tiveat to person or property should be to contact First Responder Services. "first Responder Services" are typically defined as Law Enforcement, Fire Departments, EMS Services, f1mmat Responders, and other like services. Contractor's Service isnot intended to replace First Iiespor-Wer Services, or to be used for communicating with; or replaca notification to, or iuttroperate directly with, First Responder Services, which should have already been notified and deployed prior to using the Service, (Signature Pup Follows) nlackbnanl tonow. lnc. Ceninmar hriiiat; File Fattier 02542a 19 Commct N MA -000-13011888 ATTACUMENT A SCOPE or WORK PUBLIC MASS NOTIFICATION SYSTEM 1. Rrguircmelits Contractor shall implement a County -wide public muss notification system with the primary objective of quickly delivering alert, warning, and instructional messages via phone, SrVIS, and/or e-nlaf to County, residents and businesses during times of disaster. Tile- Contractor shall provide to County a production ready system licensed for use throughout Orange County's enth-e region. Contractor shall provide a system with sufficient administrative controls to manage System list across County and city public safety jurisdictions, System users shall- only be capable of viewing information and launching notification sessions to citizens within their jurisdiction, The system shall have sufficient functionality, security andbandwidth to HCcampodn.le Cinutty- wide data, regional use, multilingual outbound messages, gcdgraphical call list generation, acid tiered system achninistration and use, Contractor's service shall be a Software as a Service (°SnaS") that will .accomplish the Coomy's runss notification objectives stated herein. Contractor's county -wide mass notiffoatinn system shall include, but is not limited to, the following. a. ['acitita[e public mass nokfficat[on distribution. h. Tiered administration and security levels to optbtijzo, autuage; and control system use. The service shall be highly contigumble to provide granular user rights and roles, restricting data access and administrative oversight to lire appropriate personnel. The contiaolor shall work in conjunction with the County to define multiplemser groups with different levels of access, specitle rights and roles for each user account profile shall be established that restrict or allow defined functions and access to various levels of the database based upon ilte,profile. Cach department and user slat[ have frill access to the appropriate areas of his or her purview, with capability to commumcate across departments or to the public, while still providing a secure environment in which only die appropriate personnel have service access to notify their respective stakeholders. c.. Intuitive and easy to use interface that.rccluires minbnal training with an casy, user- friendly message initiation process. There shall he four methods for delivery of messages: 1, \fib User Interfa e; The authorizeduser will log -in .10 the Blackboard Cornice, service vin the w.eb interface 2. Dial; (a Messaging Card• The user will be issued a Dia[-ia Messaging Caret that can be kept in a wallet, on this card the toll-free number the user calls front the User Interface will be on the card as wcll as the User ID, Upon entering the Message Assistant, the user call cuter their password and follow a series of tolephonic prompts to send a message directly from tite phone as if helsho is using the User Interface 3. j,PhQne or Android a 1pp icatitLn The user can also create and send a message using our illhone/iPad/il'od or Android appljeation oil :my 30 or Wifi Network, The Connect App allows the user to create a voice, email and/or text message and send it to any of the groups that are created or held within the County's Contsw or Ini[inl: ' nlackbonrd Canova, aro. Com+aeru hdhA6a.136r357ia. Pile Corder G?55ae 1 j. Capability of geo-coding AT&T and Verizon phone data to County -wide geographical maps. The Contractor shall utilize data extracted from the 9-1-1 database, and .employ methods and procedures to ensure that the outbound telephone subscriber notification database is regularly managed, igeo.codcd, error - corrected and updated. Service shall allow for a pre-geocodod import, provides monthly app-gcucoded reports upon request. All geo-coding information (i.e, ht/long) is the property ofthe County and is available upon raquest. L Capability of generating call lists via geo.grap.lticaf map selection. The service will ptrovicle an intuitive geo•mappiug tool that will allow the County to create specific call list for certain areas of the County by quick and easily drawing shapes on a rasp. For die most precise map shapes, this tool will also accept GIS Generated Boundary Files ("shape tiles") and save them. int the system for users to recall then at the point of need, as often as desired. Sufficient security, backup, and redundancy. Contractor shall utilize the following measures to support physical equipment and subsequent data security; Data facilities. with redundant. power feeds and delta conucetivity, are fireproof, flood proal; and have level 4 rating earthquake protection; All data shall be maintained at data centers with 24/7/365 manned monitoring by expwienced security personnel; Access to all data shall be limitedto specific authorized persormel with valid ideatification, handprint identification, and a key card to enter the facility; and, Databases segregate into isolated VLANs with stringent access control lists (ACLS) to protect data entering and exitng Blackboard Connect's network. Contractor shall utilize secure transmissions for all data transfer to And from the clients' sites. Specifically, Contractor shall afilize the following protocols to ensure secure data transfers: 1-iT-missL/Sl"19l. All data transmitted to and from a client administration website shall utilize secure transmissions that use 128 bit SSL, encryption or better. All data transfer shall be porl'onned using either 5SL or SecureFTP st the County's preference; Firewalls. All Connector database servers at all data centers shall be behind'a firewall, inaccessible from the outside and secured on a separate Virinal Local Area Network (PLAN) with non•roulable IP itddresses to the Internet, All firewalls shall be monitored. 24/7/365 by experienced security personnel using the latest industry standard tools; Controlled Access. Employee access shall be controlled by stringent avicess control lists and requires domain level authentication for access; and; DIYM. Contractor web servers shall reside in a periineter security nehvork called u demilitarized zone (DIv1Z) that separates the internal network from the outside world. in, Contractor shall gmrnattee.a 9%99% uptime of service so that the County can initiate messages when necessary. n. The: ability to deliver 3;2 million 64 second voice leans pot hour and 1.8 million text and. email messages perhour. o. Inwgradon, and is registered, with FEMI A's Impgratteil Public Alen and Warning System (IPAWS) and the Commercial IVlobile Alerting System (CMASJ.. Ill. Contractor Rcspoasibi1Wes Contractor shall perform services as follows: 1. Solution: Contractor shall provide a public mass notification system that meets the County's functional and technical requirements specked in this Contract, including all. all. nlackbood Connect. Inc. Comracta inn lal..<0 rite noldcr 625420 23 Comma# PAA-a6a-t7nl'168s anticipates training will be completed in no.more than t woek,; The number of users granted access to Connect anis trained is determined by County. Documentation Provided: County Users receive - User Guides, Send -A - Message "Cheat Sheets", Reference Guides and Dial -ht Messaging cards (ir thein identified role warrants it). County Champion receives it User Management ouide, County Guidelines, Introduction Letters, a Welcome Packet and other forttus and templates. 'The IT/Data Lead receives a Data Reference Guide, mi Upload Reference Guide and sample data files. • Public Relations Roil-4tit: As part of the. roll-out Contractor will work closely with the Sheriffs Community Relations Depar€ment along with our contracted PR agency to help plan and distribute press releases, prepare letters of explanation for the community and formulate strategies to assist tlre. County to proactively launch the service to the community. Ongoing for thio Lifethue of the Contract ongoing Training: Unlimited training, new user training and refresher training are included in Contractor's fee throughout the life Of the Contract. • 24/7/3$5 Technical and Client Support: Shall be provided through a toll-free number and e-mail. All designated County MOM have unlLnited access to this level of support through the life of the contract. • Usage Reports: Contractor shall provide usage reports. regularly to County, to ensure that all departments are using the service optimally. This is in addition to the message delivery details. that are automatically delivered by e-mail for each message as a siundard capability of the Connect service, County Users can generate their own usage reports as well. • Assessment slid Evaluation - Contractor's Client Care members will work• consultatively with County to develop beachmarks and issist in:evaluetting progress toward tbose benchmarks. The following are the Contractor's key project team members. Cvnlraetor's Project Team; 1. Proiect Manager - This individual leads the implementation, training, and rollout process froth a management perspective. All daily activities, such as ensuring timely scheduling and training, rest with the Project Manager. The rest of the project team supports him/Iter. The Project Manager (also named Account Manager) interfaces with County for reporting and documentation. Z. Project Specialists -- Client Care - An additional learn of Contractor's Client Care Specialists works under the leadership of (lie Project Manager_ 'their role is to provide training, support, and client setvice for ail C©ultty needs - The Team shall include Specialists dedicated to County for the life Of the Contract. Mach Project Specialist will be assigned as a liaison to a.'apecifir component of the Project, such as Departmental Training or County Training, and will be responsible for day-to-day management and conducting regular new user—and refresher—training. nlacl:Coarvf Cannel, lac. Cununclor inaial:_�{1 File Fouler 6242n 25 Cnmroct K iNA-0dd•Ill)I16fttl involvccl in the development and release of a feature. Quality Asstirant;e'personnel are involved from the beginning of the software development lifecycle and see each feature through from development to fin=d blanch and validation. Test and Acceptance plans inay he changed in agreement by County and Contractor. Test and Acceptance Plan outline is as follows: 1.1 Scope & plait Overview 1,2 Testing Approach 1.3 Tcs't Schedule (Test CD#, name, description, tints and date of execution) 1:4 Description of SetUp Proceifures 1.5 Duscci'ption of Action Procedure 1.6 Description of System Results L7 Description of Expected Results 1.8 Description oC Actual Results 1.9 Variance Reporting 1,10 Resource Requirements for Resolution 1.11 Corrective Action 1.12 Summary or Results (with Signaturelsign-orf line) 1.13 Conclusion 5. ''raining. Manuals. and (Documentation: The Contractor &hull provide County with and maintain two (2) copies of a comprehensive and customized PublicMass Notifieatam System Manual designed to document the proposed solutions software functions, guide trained users on detail process steps and train fiihtres users: Additiouaily, technical specifications, including a network diagram of the systems architecture, data dictionary and data schema, shall be provided to allow proper maintenance of the System, by County network and database administrator staff. The County play copy all manuals and documentation provided by Contractor for use unit distribution to County public safety departments as needed. The Contractor sball provide in technical, administrative and user truining:regaired for County staff to use the software soliitioll. Contractor shall provide training of Cptntty glaff including all technical, administrative and user training. All training shall be conducted using the actual application and data of the County. Training material shall be provided in bath soft and bard copies for future County "train the trainer" sessions. ''raining sessions shall seat up -to 25 participants per session. For on-site training, the Contractor shall provide a central site for Srnining. Contractor shall also provide a Train-lbe-Traincr model should the County require it. During training sessions, users will be trained in best practices, and provided with detailed it fulmination regarding Contractor support. End user training shall consist of: Introduction & Website Overview; Contacts (search & view contact details); Groups Management (creating groups & editing groups); Mcssage Types, Send a IilacUlwe[J Cennec6lna CanirSctdr tniiial: File Polder 625430 27 Calumet d MA -060-1301 1 698 process to ensure the benefits from using the Connect service arc tracked anti documented. All members of Contractor's Connect Client Care Teamshall be full-time, Blackboard Connect employed customer service professionals. Contractor will assure data security by requiring all staff to undergo and clear extensive background checks prior to employment. Additionally, all Client Care Team members are Level 1/2 cross -trained in both customer and techui691 support to address a variety of County needs. In the event that an issue, needs to be escalated, ascalatiori levels are listed below, Response time from level to level is typically an hour or less, licit will be depondent upon the severity of the fssuo. Incident resolution will be dependent upon the severity of the issue as well. Contractor's Cl€cut Care Account Manager will provide updates throlighout any incident until there is ineidentresolution. Eserrlation Contact Contact Number Level Lcvel 1 Help Desk or client Cam ivlanager (System & (877) 428.9411 Functional fssues Leve12 Client Cal eDirector (System &Functional (818) 808.1700 or as Issues) above Level 1 Senior Client Cara Director (Functional:Iasues) (813) 508-1700.or:'Is Technology Director— Integration Director above (Syste!n 1111, Level 4 liocr ChiefTochnology of(System Issues) (V 8) 808-1700 or as above Contractor shall seamlessly, roll upgrades and npdules into the sorvice on all Ongoing basis. All upgrades and eitltancemeuts will be rolled out seamlessly fnta the wcb.intotface after extensive testing. Major upgrades typically occur quarterly. Minor upgrades occur weekly or as needed. County will be notified about any additioaal cliont•facing functionality through email or phone call from Contractor's Client Care Account Manageir, All major upgrades and updates includenow trian: documentation and trainingas requesteEl. Unlimited now and reficsher training is available ter all ttsein at any time throughout tate lifotime of the Conttact. For each upgrade, Comraotor will provide release notes, detailing what changes have been made to Contractor's system, and updated documentation, user manuals, and training materials with each update/upgrade of the system while under maintenance agreement, to include one (1) complete set of documentatfrnl for the application administrator, one (1) complete set of documentation forth Comity's IT personnel, one (1) complete user set able to he copied, and one (1) electronic copy fit the titost current version of Microsoft Word, and (1) eleotroniceopy in wO browser accessible formal Itlackbumd Unnttt, Ina i:ahlraelOr Iniiint File Faller 625430 29 Cortracrq M:\-P6P-130! 1688 and describe any additional on- goin fees Year Three Total: $300,000.00 Year your Casts— If Ren etved Annual License Maintenance and 5u ort Fee $300;000;00 * Hosting vertices Fees; IfI-losted by Contractor, identify and describe any additional on -join fees No:Charge YoarFourTotal; $100,000.00* Use of the system f'or testing, internal notification, and emergency purposes is included to the annual license fee for all users; Emergency is defined as a period oftine before, during, and after a situation where life or property is endangered: Other Political:sub- divisions and County of Orange agencics/dcpartments may buy additional OUTREACH and SURVEY non.emergency message units at $10,000.00 per X0,000 egice or text messages. Contractor will continue to offer UNL[WTEla email messages. Other political sub -divisions and County of Orange a geneiesldepartmonts wanting to utilim this and other non -emergency aspects of this Contract will be required to issue their own subordinate contract documents. III. PavirreotTerms Software Annual License or Annual Maintenance atld SunnorC htvoiees for Annual License with Maintenance and Support costs will be submitted amtattly in advance to the address specified below. Contractor shall reference: Contract numbor on ivvoico. Payment will be Net 30 days after receipt of an invoice in a format acceptable to lite County of Orange and verified mid approved by the agency/department and subject to routine processingrequimments. Billing shall cover services and/or goods not previously invoiced. The Connector shall reimburse the County of Orange for any monies paid to [lrc 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 lite goods orservicest Iv. Pavntcnt/Invaielnalnsiructfons The Contractor will provide an invoice on Cmdractor's letterhead for services rendered. Eacb invoice will have a number and will include the following infoematian: a, Contractor's name and address b. Contractor's remittance address (if different from f above) c. Name of County agency or department d. County Contract number e. Cast f, Contractor's Federal 1. D. number nlaeKWard Connect. im conirwtor hidal:4P He Patda 625420 31 cwtnct0 MA-060470116aa- Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Effective; June 30, 2008 PURPOSE The purpose of this document is to outline the Standard Operating Procedures for the use and administration of AlertOC, the Orange County Public Mass Notification System, hereinafter referred to as "System". This document will provide more specific step-by-step procedures and roles and responsibilities at the regional level including describing expectation of participants. Individual jurisdictions/agencies should create and maintain and regional concepts, The step -by step procedures for activation and use will be maintained in a separate document maintained by each jurisdiction/agency as a part of their emergency response plans for overall planning and response efforts. A copy of these procedures shall be maintained in RespondOC in the AlertOC folder. This document does not supersede any policy and procedures outlines in the Memorandums of Understandings signed by participating agencies, but should be used to support the use of the Orange County Mass Notification System. II. SYSTEM DESCRIPTION The primary intent of the Countywide Public Mass Notification System is to disseminate early warning and time sensitive information to county businesses and residents during time of an emergency event. The Public Mass Notification System is only one component of the County of Orange Public Warning System. As deemed fit by local authorities, the System should be used in conjunction with the other public warning mechanisms including, but not limited to, route alerting, the Emergency Alert System, sirens, and press releases. The Mass Notification System is available 24/7 and has been pre -loaded with Orange County landline phone numbers (including unlisted) and countywide geographic maps. Additionally, citizens have the option to provide additional contact information via self - registration portal www.alertoc.com with link access from county and all participating entity websites. Upon local authority decision to activate, the System will be used to send a message, describing the situation and recommended action the public should take, to affected businesses and households via telephone, e-mail and/or text. The County of Orange, Orange County Sheriffs Department is the sponsor of the Countywide Public Mass Notification System initiative and will take appropriate measures to ensure that the System is in a state of operational readiness at all times. It is the responsibility of all participating Agencies to maximize citizen benefits from the System. While the County's intent for implementing and maintaining the System is for "emergency" use, upon consent from local authorities, cities may optionally use the System to disseminate "government -related" non -emergency notifications to citizens and organization resources within its jurisdiction. See Section V. Authorized Use and Section VIII. Cost for policy guidelines relating to non -emergency use. Page 1 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures V. AUTHORIZED USE The Mass Notification System is designed to be a countywide asset, available to all Agencies that have a dedicated public safety answering point (PSAP) and/or a resident population they are responsible for making protective action recommendations. An Agency may participate in the countywide System at no charge when used for emergency purposes until June 2017. Agencies authorized to join the system at no cost are limited to the incorporated cities in the Orange County Operational Area, County agencies and departments, the Municipal Water District of Orange County and Orange County Retail Water Agencies. Each participating Agency must sign a MOU and will maintain, at minimum, a Local Agency Administrator responsible for implementing and administering use of the System at the local level. Cities Cities wishing to participate may do so by having an authoritative representative sign the "Orange County Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, a vendor provided user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send an unlimited number of emergency notifications to the public as well as an unlimited number of emergency and non -emergency inter -department messages. Each participating City shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. County Users Unincorporated areas of Orange County will have emergency messaging to the public launched by the Orange County Sheriffs Department. All other county agencies may have access to utilize the system for interdepartmental use. Each participating County agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide and provide this guideline to the Orange County Sheriffs Department Emergency Management Division. Water Retail Water Agencies The Municipal Water District of Orange County and Orange County Retail Water Agencies wishing to participate may do so by having an authoritative representative sign the "Orange County Water Retail Agency Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, and the Orange County Sheriffs Department, Emergency Management Division in collaboration with the Municipal Water District of Orange County — Water Emergency response Organization of Orange County (WEROC) will provide a user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send emergency notifications to the public by utilizing pre -established GIS shape files or the system's interactive map feature to identify their water users. Each participating agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. Page 3 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures 4. Contacting agency employees/DSWs to report at a different time or location (or provide an update) due to an emergency 5. Exercises Emergency considerations: 1. Notification shall clearly state situation is an emergency 2. Message length shall not exceed 60 seconds 3. It is highly recommended all messages are recorded using a real voice and not the computer transcriber. 4. It is highly recommended to provide a phone number or website where the public can obtain additional or updated information 5. An all clear notification should be sent when applicable A. Inter -Department Communication City and County Agencies may use the Mass Notification System for non -emergency inter- departmental business communication as needed, without cost. It is recommended that individual Agencies identify where this would add value to their operations and establish separate written protocols and procedures for this use. B. Non -Emergency Public Use No agency shall use the Mass Notification System for non -emergency public announcements unless a separate contract with the vendor is established. Non -emergency use shall be consistent and In compliance with the non -emergency guidelines included within. Any agency in violation of this term may have their use of the system suspended. Additionally, E 911 data is not allowed to be utilized for non emergency use according to the law California Public Utilities Code (CPUC) sections 2872 and 2891.1 and violators may be subject to criminal enforcement. Jurisdictions will be limited to utilizing the self -registering portal entry data only when launching non -emergency messages. Agencies who contract to use the countywide System for non -emergency activity agree to give precedence to emergency notification call -outs by delaying or terminating non- emergency notification sessions if needed to increase emergency message success. The primary concern for point of failure in this situation is not the Mass Notification System, but the telephone port capacity of local phone providers responsible for delivering calls to residents. Cost associated with non -emergency public notifications is the responsibility of the local Agency, See section VIII. Non -emergency public notification use is prohibited for any of the following purposes: 1. Any message of commercial nature 2. Any message of a political nature 3. Any non -official business (e.g. articles, retirement announcements, etc,) 4. To send a message to an E911 obtained data source; see Section III, Governance, for additional information relating to E911 data use restrictions Page 5 of 13 Orange County Ope Nonal Area ntywide Public Mass Notification System Standard Operating Procedures functional need cliental may be established with prior authorization from the Orange County Sheriffs Departmentto ensure no vendor contract violations are occurring. VII. ACTIVATION OF THE SYSTEM Each City Jurisdiction is responsible for launching messages to affected citizens and businesses within their jurisdiction. Determination of authority to request activation of the Mass Notification System rest with local officials, not with the County of Orange or the Orange County Sheriffs Department Emergency Management Division. Water agencies are responsible for launching messages to affected citizens and businesses as identified in their service district. The following is protocol to be followed when an, emergency message is launched anywhere in Orange County. A. Public Notifications 1. The County of Orange is authorized to use the System to send notifications of regional emergencies to any and all residents within the Operational Area (example: Countywide quarantine order for a health alert). Upon sending a countywide notification, Orange County Sheriffs Department Emergency Management Division will, as soon as possible, advise the appropriate local Agency that mass notifications have been sent by the County to residents of their cities. Pre -notification to emergency managers by email or WebEOC of this AlertOC activation before actual delivery of the message will occur if possible. 2. Other than regional emergency notifications, public notifications are the responsibility of the individual City/Local Government. In the event that the geographical location of an incident requires a message to be delivered to multiple jurisdictions, the responsible Agency will inform each Individual Agency so that they can send the message to those affected within their own jurisdiction. Exception: Small unincorporated neighborhoods embedded within City limits will receive mass notification of local city emergency activity from City Officials. This does not include the unincorporated areas of Rossmoor, Midway City, Cowan Heights, Lemon Heights, all canyons, Coto de Caza and Trabuco Canyon areas. Any of the fore mentioned unincorporated areas by names, coordination will have to occur with the Orange County Sheriff's Department/Watch Commander when the EOC is not activated, 3. For a City wishing to send or receive messages to or from a neighboring Agency during time of a multi jurisdictional incident, an MOU should be established between both parties that grants permission for the handling Agency to send emergency notification to residents within the affected Agency. (Exception will be made for cities who have contracted law enforcement services. No MOU will be required and access SHALL be granted). a, In the event no MOU has been established, the local city agency will contact the Police Watch Commander who is the 24 hour warning point for all cities for approval and coordination. 4. Water agencies sending information to the public will do so only to pre -loaded GIS shape files containing their service areas. This procedure must occur due to the overlapping jurisdictional boundary areas. Water agencies will launch messages under the Orange County user account. Pre -notification to the Water Emergency Response of Orange County (WERCC) emergency manager, and impacted city emergency Page 7 of 13 Orange County Operational Area ntywide Public Mass Notification System Standard Operating Procedures IX. SYSTEM ADMINISTRATIONIOPERATIONS Individual Agencies are responsible for providing logins and procedural training to key individuals within their Agency responsible for using the Mass Notification System. A. County Administrator The Orange County Sheriffs Department will assign and maintain a designated Mass Notification Program Administrator responsible for overall acquisition, accessibility, maintenance, compliance and management of all components required to provide an effective countywide mass notification system. The County Administrator is responsible for: 1. System acquisition and contract management. 2. Policy management and as needed modification (in consultation with public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated local administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 8. Testing: facilitate routine System -wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and citizen web portal. B. System support: provide support to Local Agency Administrators. B. Local Agency Administrator Participating Agencies agree to appoint a designated Mass Notification Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the Mass Notification System at the local level. Local Agency Administrator shall act as the Agency's central point of contact and will work collaboratively with the County Administrator to insure local use of the system is within policy and MOU guidelines. Local Agency Administrator is responsible for: 1. Contract acquisition if Agency will use the system for non -emergency purposes. 2. Local Agency Mass Notification Operating Procedure development and management. 3. Use compliance: routine monitoring to ensure System is used within the conditions and terms of this document and associated MOU. 4. Access management: local user account distribution and management, record management of MOU(s) and signed end user P&P. 5. Data management: perform routine data management, error -correcting and data integrity updates to System contact and geo-coded map data. Page 9 of 13 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Revision History: Revision Date Author Description A dl 18 2008 PMNS Policy Committee Document originated May 18 2008 PMNS Executive Review Team Non -emergency session termination in Section V. Item C. June 16 2008 Teara LeBlanc Exception clause in Section VII Item A, bullet 2, May 2010 Vicki Osborn Revision of all sections June 2012 Raymond Cheung Revision for OCSD transitlon May 2013 Raymond Cheunq Revision for new vendor contract Page I1 of 13 Orange County Operational Area woCountywide Public Mass Notification System Standard Operating Procedures AlertOC Activation Form (for emergency use only) (Attachment B) Request Received DatejTime: _ _ By: {Name/title) Jurisdiction Information Jurisdiction Name:`�—� Requestor: (Name(nde) _r Contact Phone Numbers: #1: Authorizing Official: Staff Executing Message (Name/Title) Message Specifics Datejfime Message to Be Sent: ❑ Immediately Targeted Recipients: Type of Message: ❑ Phone ❑ e-mail ❑ SMS _ SMS Content: v Message Content: A i Staff Executing Message Initiator Name (printed): Authorizing Sheriff Official: _ Date and Time Sent: Name, Date and Time Results Lrovided to jurisdiction_ Page 13 of 13 Ex'M&T- G NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, AND THE COUNTY OF ORANGE, CALIFORNIA THIS AGREEMENT, effective this 26th day of June , 2008, ("Effective Date") Is between PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, a Cafrfornia corporation (hereinafter 'SBC Califomia', County of Orange (hereinafter 'Customer) and NTI Group, Inc. (hereinafter "Subcontractor'). 1. Customer has requested Neighborhood Call service from SBC California under SBC California's Tariff, CAL.P.U.C. NO. A9.2.6 and agrees to comply with all provisions of SBC California's Tariff, CAL.P.U.C. NO. A9.2.6. 2. Customer has Identified Subcontractor as Its agent for obtaining Neighborhood Call subscriber information from SBC California for provision of community alerts and notlficationa to citizens as defined in California Public Utilities Commission Code Sections 2672 and 28911 and as allowed in SBC California's Tariff, CAL.P.U.C, NO. A9.2.6. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information, Customer shall provide SBC California written notice of such change 30 days In advance of subcontractor's agency status being terminated by Customer. 3. Subcontractor certifies that It has reviewed the terms and conditions of the SBC California Tariff, CAL. P.U.C. NO. A9.2.6 for Neighborhood Call and specifically A9.2.6B.2,b which stipulates in part: 'The Neighborhood Call database information provided to Customer pursuant to this tariff Is confidential and proprietary and such Information will be held In confidence and only used and disclosed to Customer's employees or its subcontractors and agents with a need to know for purposes of providing a community alert and notifications to citizens as defined In California Public Utilities Code Sections 2872 and 2891.1. Customer agrees that each of Its employees, subcontractors or agents receiving or having access to the Neighborhood Call database information will be Informed that such Information is subject to the terms and conditions of this lariff and the Neighborhood Call database information will remain the property of Pacific; that the Neighborhood Call database information will be treated with the same degree of care as Customer affords to Its own highly confidential and proprietary information; and that the Neighborhood Call database Information will not be reproduced in any manner, unless otherwise specifically authorized in writing by Pacific. Upon request, Customer will promptly return to Pacific all Neighborhood Call database Information in a tangible form or certify to Pacific that such information has been destroyed," 4. Subcontractor agrees to comply with each of the obligations contained in SBC California's Tariff, CAL. P.U.C. NO. A9.2.8.13.2.b for Neighborhood Call Tariff. Notwithstanding the preceding sentence, Subcontractor agrees that no Neighborhood Call subscriber information will shared with any non-employee of Subcontractor, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a Nondisclosure Agreement with SBC California. 5. This Nondisclosure Agreement shall be in effect from the Effective Date until such time that Customer terminates Its request for Neighborhood Call service from SBC California or Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information. Subcontractor's duty to keep the Neighborhood Call subscriber Information confidential shall continue beyond the term of this Nondisclosure Agreement until such time that Subcontractor returns to SBC California all Neighborhood Call subscriber information In a tangible form or certifies to SBC California that such information has been destroyed. 6. Nothing contained in this Nondisclosure Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information, 7. This Nondisclosure Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries, affiliates, successors and assigns. 8. This Nondisclosure Agreement shall be governed by and construed in accordance with the laws of the State of California, irrespective of its choice of laws principles. [SIGNATURE PAGE FOLLOWS] PACIFIC BELL TELEPHONE COMPANY dda SBC CALIFORNIA Print Name: Tide: -- Date Signed: XXXX (Subcontractor andlor Agent) Title: Date Signed: XXXX (Customer) Print Name: Teara Le Blanc Title Program Manager Date Signed: June 30. 2008 N-2014-075 To: Clerk of the Board of Supervisors From: Sheriff Sandra Hutchens Date: February 20, 2014 Re: ASR Control #12.000722 Board Meeting Date June 18, 2013 Submitting Dept, Sheriff -Coroner I certify that the attached fully executed [) Agreement ® Agreement(s) listed on .Exhibit A and attached to this certification are an exact iteration of the agreement(s) presented to and approved by the Board of Supervisors on the above listed meeting date. I further certify that I have been authorized to execute said agreements) and have personally executed same. San ra Iutohen Sheri[f-_Cerpner Name Title Date ACCOR " CERTIFICATE OF LIABILITY INSURANCE1 DATE (MM/DD YYYY) 9/26/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 0G09892 Adler Belmont Dye Insurance Services, Inc. 369 Marsh Street Suite 200 San Luis Obispo CA 93401 CONTACT Britni Parsons NAME: FAX A/C NNo, Ext: (805)540-3900 A/C No: (805)540-3901 E-MAIL bparsons@adlerbelmontdye.com ADDRESS: e.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA:North River Insurance Company 1105 INSURED San Luis Butane Distributors, Inc. (See attached for Additional Named Insureds) 1960 Ramada Drive Paso Robles CA 93446 INSURERB:United States Fire Insurance Co 21113 INSURER C: Insurance Company of the West7847 INSURERD:Certain Underwriters at Lloyd's INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:14-15 Master All Lines REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYY POLICY EXP MM/DD/YYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE RENTED PREM SESOEa occurrrence $ 100,000 A CLAIMS -MADE Fx_1 OCCUR X 5068779732 9/29/2014 9/29/2015 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 X POLICY PRO LOCI $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY (Per person) $ A X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS 068779732 9/29/2014 9/29/2015 BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident XX NON -OWNED HIRED AUTOS AUTOS Medical payments $ 5,000 UMBRELLA LAB OCCUR EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 B X EXCESS LAB CLAIMS -MADE 5238005121 DED RETENTION$ $ 9/29/2014 9/29/2015 C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A SA500687303 10/1/2014 10/1/2015 X WC STATU- OTH- TORY LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Excess Liability 14RENMA14000156068700 9/29/2014 9/29/2015 Aggregate Liability $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) See forms attached as triggered by written contract: GL: AI- CG2026 0704, PNC- FM101.0.1206 0111, 30DNOC- To follow from carrier. RE: New propane Fueling Station -Fleet Services. Desr U1191 -g IDI 'v M36 - ?age Of 13 CERTIFICATE HOLDER CANCELLATION ACORD 25 (2010/05) INS025 (201005).01 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92702 Britni Parsons/BRITNI ACORD 25 (2010/05) INS025 (201005).01 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds AePEX Energy Doing Business As ARRO Autogas Doing Business As Delta Liquid Energy Doing Business As Delta Liquid Energy Holdings Doing Business As PL Holdings Doing Business As Platz Leasing Doing Business As Propano Properties Doing Business As OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC POLICYNUMBFR 506-8779732 COMMERCIAL GENERAL LIMLITY CG 20260704 THIS ENDORSBOENT CHANGES THE POLICY. PLEASE READ R CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifines insurance provided under the foilowing: ANY PERSON OR ORGANIZATION WHOM YOU ARE REQUIRED TO ADD AS AN ADDITIONAL INSURED TO THIS POLICY BY WRITTEN CONTRACT OR AGREEMENT UNLESS SUCH CONTRACT OR AGREEMENT IS EXECUTED AFTER THE DATE OF LOSS. be Section 11 — Who, Is An hmned Is amended to include as an addOtonal insured the persm(s) or crganb* dm(s) shown in the Schedule. but only with respect to liability for °bodily lnNry°, `property damage° or VWsoIn .n by you acts orand i emissions or cauthe'acis orwhole a r slans of those acting on your behalf: A In the performance of your ongoing operatlorW or IL In conneollon wlih your premises owned by or rented to you. CO 20 26 07 04 0 iso Properties. Inc.. 2004 Page 1 of 1 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Expected Or Intended Injury 14. Newly Acquired Organizations 2. Amended Defense Coverage For Indemnitees 15. Additional Insureds By Written Contract 3. Non -Owned Watercraft 16. Additional Insured —Lessors of Leased Equipment Additional Insured —State Or Governmental 4. Non -Owned Aircraft 17. Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations 5 Property Damage Liability —Borrowed Equipment 6. Property Damage Liability —Elevators 7. Damage To Premises Rented To You 8 Contractual Liability For Personal And Advertising Injury 9. Medical Payments 10. Supplementary Payments 11. Broad Form Named Insured 12. Fellow Employee Coverage 13. Incidental Medical Malpractice Liability 18. Additional Insured —Vendors 19. Broad Knowledge 1 Notice Of Occurrence 20 Waiver Of Transfer Of Rights of Recovery Against Others To Us 21. Unintentional Failure To Disclose Hazards 22. Mental Anguish, Mental Injury Or Humiliation 23. Mobile Equipment 24. Waiver Of Sovereign Immunity 25. Liberalization Clause 26. Application Of This Endorsement FM 101.0.1206 01 11 Page 1 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. 1. Expected Or Intended Injury Exclusion a. Expected Or Intended Injury under Section I - Coverage A- Bodily Injury And Property Damage Liability is hereby deleted and replaced by the following: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 2. Amended Defense Coverage For Indemnitees Supplementary Payments - Coverages Aand B is amended as follows: Paragraph 2.d. under Section I - Supplementary Payments - Coverages Aand B is hereby deleted. Paragraph 2.e. under Section I - Supplementary Payments - Coverages Aand B is hereby deleted and replaced by the following: The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit". In the event we agree a conflict exists between the interests of the insured and the interests of the indemnitee, we will select and assign separate defense counsel forthe indemnitee and pay reasonable attorney fees and necessary litigation expenses; and 3. Non -Owned Watercraft Paragraph (2)(a) of Exclusion g. Aircraft, Auto Or Watercraft under Section I - Coverage A - Bodily Injury And Property Damage Liability is hereby deleted and replaced by the following: (a) Less than 55 feet in overall length; and 4. Non -Owned Aircraft Exclusion g. Aircraft, Auto Or Watercraft under Section I - Coverage A - Bodily Injury And Property Damage Liability does not apply to an aircraft, in which you have no ownership interest, provided: a. It is: (1) Loaned to; (2) Rented by; or (3) Hired or chartered by the insured with a paid and licensed crew; b. It is not being used to carry persons or property for a charge; and FM 101.0.1206 01 11 Page 2 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. c. The pilot in command holds a currently effective license, issued by the duly constituted authority of the United States of America or Canada, designating him or her as a commercial airline pilot for the particular aircraft being flown. 5. Property Damage Liability - Borrowed Equipment Paragraph (4) of Exclusion j. Damage To Property under Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to include the following: This exclusion does not apply to equipment which you borrow from a person or entity, other than an insured, unless the "property damage" occurs while such equipment is being used by an insured at a job site. Subject to all terms of Section III - Limits Of Insurance, the maximum limit in any one "occurrence" is $25,000 subject to an annual aggregate of $50,000 for all 'occurrences". The insurance provided by this exception to Exclusion j.(4) as set forth in Paragraph 5. of this General Liability Enhancement Endorsement is excess over any other valid and collectible insurance available to the insured whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or any other basis, that would also apply to the loss covered under this provision. 6. Property Damage Liability - Elevators Exclusion j. Damage To Property under Section I - Coverage A - Bodily Injury And Property Damage Liability is amended to include the following: Paragraphs (3) and (4) of this exclusion do not apply to liability arising out of the use of elevators. The insurance provided by this exception to Exclusions j.(3) and j.(4) as set forth in Paragraph 6. of this General Liability Enhancement Endorsement is excess over any other valid and collectible insurance available to the insured whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or any other basis, that would also apply to the loss covered under this provision. 7. Damage To Premises Rented To You a. The last paragraph of 2. Exclusions under Section I - Coverage A- Bodily Injury And Property Damage Liability is hereby deleted and replaced by the following: (1) With respect to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner, Exclusions c. through n., do not apply. (2) With respect to damage by other than fire to premises while rented to you or temporarily occupied by you with permission of the owner, Exclusions c. through n., except for Exclusion f., do not apply unless the damage arises out of "your work". A separate limit of insurance applies to the coverage set forth in (1) and (2) above as FM 101.0.1206 01 11 Page 3 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. described in Section III - Limits Of Insurance. b. Section III - Limits Of Insurance is amended by deleting Paragraph 6. and replacing it with the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner. The Damage To Premises Rented To You Limit is the amount set forth in the Declarations or $300,000, whichever is greater. 8. Contractual Liability For Personal And Advertising Injury Exclusion e. Contractual Liability under Section I- Coverage B - Personal And Advertising Injury Liability is amended to add the following after the last sentence: This exclusion also does not apply to that part of any contract or agreement pertaining to your business under which you assume the 'fort liability" of another party to pay for "personal and advertising injury" to a third party or organization, provided the "personal and advertising injury" offense occurs subsequent to the execution of the contract oragreement. For the purposes of this provision, "tort liability" means a liability that would be imposed by law in the absence of any contract or agreement. 9. Medical Payments Section I - Coverage C - Medical Payments is amended to include the following only if Coverage C - Medical Payments is not otherwise excluded from this coverage part: The Medical Payments Limit is changed to the greater of: a. $15,000; or b. The Medical Expense Limit shown in the Declarations of this coverage part. Paragraph 1.a.(3)(b) under Section I - Coverage C - Medical Payments is hereby deleted and replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident; and 14. Supplementary Payments Supplementary Payments - Coverages Aand B under Section I - Coverages is amended as follows: a. The bail bonds limit shown in Paragraph 1.b. is increased from $250 to $2,500. b. The actual loss of earnings limit shown in Paragraph 1.d. is increased from $250 to $1,000. FM 101.0.1206 01 11 Page 4 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. 11. Broad Form Named Insured Paragraph 1.d. under Section II — Who Is An Insured is amended to include the following: If you are an organization other than a partnership, limited liability company or joint venture, any of your subsidiary companies or any company over which you exercise control and actively manage will qualify as an insured only if other valid and collectible insurance does not apply. 12. Fellow Employee Coverage Paragraph 2.a. (1)(a) under Section II — Who Is An Insured is hereby deleted. 13. Incidental Medical Malpractice Liability Paragraph 2.a. (1)(d) under Section II — Who Is An Insured does not apply to "employees" who are employed as nurses or other "employees", excluding physicians and medical doctors, who provide incidental health care services within the scope of their employment by you. 14. Newly Acquired Organizations Paragraph 3.a. under Section II — Who Is An Insured is hereby deleted and replaced by the following: a. Coverage under this provision is afforded only until the end of the policy period. 15. Additional Insureds By Written Contract Section II — Who Is An Insured is amended to include as an additional insured, any person or organization whom you are required to add as an additional insured to this policy by written contract or written agreement that is: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage" or "personal and advertising injury". 1. The insurance provided to the additional insured applies as follows: (a) That person or organization is only an additional insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by your negligent acts or omissions at or from: (i) Premises you own, rent, lease or occupy; or (ii) Your ongoing operations performed for the additional insured at the jobsite indicated by the written contract or written agreement. (b) The limits of insurance applicable to the additional insured are those specified in the FM 101.0.1206 01 11 Page 5 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. written contract or written agreement or in the Declarations of this policy, whichever are less. These limits of insurance are inclusive of, and not in addition to, the limits of insurance shown in the Declarations of this policy. 2. If the additional insured is an architect, engineer or surveyor, the insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" caused by: (a) The rendering of or failure to render any professional services including preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (b) Any supervisory, inspection or engineering services. 3. With respect to the insurance afforded these additional insured(s), the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury": (a) Occurring after all work (including materials, parts or equipment furnished in connection with such work) on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (b) Occurring after that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Paragraph a. Primary Insurance of Condition 4. Other Insurance under Section IV - Commercial General Liability Conditions is amended by the addition of the following: Regardless of whether other insurance is maintained by an additional insured on a primary basis, the coverage provided by Paragraph 15. of the General Liability Enhancement Endorsement will be primary to and noncontributing with other insurance maintained by the additional insured if the written contract between you and the additional insured specifically requires that this insurance be primary. 16. Additional Insured - Lessors Of Leased Equipment Section II - Who Is An Insured is amended to include as an additional insured any person or organization from whom you lease equipment and with whom you have agreed to add as an additional insured to this policy by written contract or written agreement but only with respect to "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of the equipment leased to you by such person or organization. With respect to the insurance afforded to these additional insured(s), this insurance does not apply to any "occurrence" which takes place after the equipment lease expires or is FM 101.0.1206 01 11 Page 6 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. terminated. 17. Additional Insured - State Or Governmental Agency Or SubdMsion Or Political Subdivision - Permits Or Authorizations Section II - Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision which has issued a permit or authorization to you. a. This applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. b. This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". 18. Additional Insured -Vendors Section II - Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) whom you have agreed to add as an additional insured to this policy by written contract or written agreement but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed orsold in the regular course of the vendor's business, subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations FM 101.0.1206 01 11 Page 7 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its "employees" or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom or which you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. The coverage afforded the additional insured under this provision will be excess over any valid and collectible insurance available to the additional insured as an additional insured under a policy issued to a manufacturer or distributor for products manufactured, sold, handled or distributed unless you require that this insurance be primary and non- contributory. 19. Broad Knowledge I Notice Of Occurrence Section IV — Commercial General Liability Conditions is amended to include the following: The requirement in Condition 2.a., which states that you must see to it that we are notified of any "occurrence" or offense, applies only when the "occurrence" or offense is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member, if you are a joint venture; 4. An "executive officer", manager or supervisor if you are a corporation; or 5. A member, if you are a limited liability company. The requirement in Condition 2.b., which states that you must see to it that we receive notice of a claim or "suit", will not be considered breached unless the breach occurs after such claim or "suit" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member, if you are a joint venture; 4. An "executive officer", manager or supervisor if you are a corporation; or 5. A member, if you are a limited liability company. If you report an accident to your Workers Compensation insurance carrier which later develops into a claim or "suit" for a liability "occurrence" for coverage which is provided by FM 101.0.1206 01 11 Page 8 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. this policy, failure to report such 'occurrence" to us at the time of the accident shall not be a violation of the notification of loss condition (Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV — Commercial General Liability Conditions) contained in this policy. It is agreed, however, that you shall give notification of such claim or "suit" to us as soon as you are made aware of the fact that the particular accident has developed into a claim or "suit". 20. Waiver Of Transfer Of Rights Of Recovery Against Others To Us Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV— Commercial General Liability Conditions is amended to include the following: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under contract with that person or organization and included in the "products - completed operations hazard" when you have waived such right of recovery under a written contract with that person or organization. Such written contract must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage" or "personal and advertising injury". Alternatively, the written contract may be executed after the 'bodily injury", "property damage" or "personal and advertising injury" but only if: (i) The terms and conditions of the written contract or written agreement had been agreed upon prior to the "bodily injury", "property damage" or "personal and advertising injury'; and (ii) The insured can definitively establish that the terms and conditions of the written contract or written agreement ultimately executed are the same as those which had been agreed upon prior to the "bodily injury", "property damage" or "personal and advertising injury". 21. Unintentional Failure To Disclose Hazards Section IV — Commercial General Liability Conditions is amended to include the following: 9. Unintentional Failure To Disclose Hazards Your unintentional failure to disclose all hazards or prior "occurrences" existing as of the inception date of this policy shall not prejudice the coverage afforded by this policy. 22. Meatal Anguish, Mental Injury Or Humiliation The definition of "bodily injury" in Paragraph 3. under Section V— Definitions is hereby deleted and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including FM 101.0.1206 01 11 Page 9 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission. mental anguish, mental injury, humiliation or death resulting from any of these at any time. 23. Mobile Equipment Paragraph 12. under Section V - Definitions is amended to include the following: Paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. 24. Waiver Of Sovereign Immunity The following provision applies if you are a "governmental entity" or we have added a "governmental entity"to your policy as an additional insured, and the "governmental entity" requires us to obtain permission prior to asserting a defense involving governmental immunity or the jurisdiction of the tribunal over the "governmental entity": We shall not raise any defense involving, in any way, the jurisdiction of the tribunal over the "governmental entity", the immunity of the "governmental entity" or its commissioners, officers, agents or employees, the governmental nature of such entity, or the provisions of any statutes respecting suits against the "governmental entity" without first obtaining express advance permission from the designated representative of the "governmental entity". Application of this provision shall not subject us to liability for any portion of a claim or judgment in excess of the applicable limit of insurance. For the purposes of this provision, "governmental entity" means a state, county, district, municipality, town, township, borough, parish, village, or other political subdivision or governmental agency or subdivision. 25. Liberalization Clause If we adopt a change in the coverage form, CG 00 01, which broadens coverage without an additional premium charge, the broader coverage will apply to this policy on the effective date of approval in the state shown in the Named Insured's address in the Declarations of this policy. 26. Application Of This Endorsement The coverage enhancements provided by this endorsement apply to the Commercial General Liability Coverage Part. If your policy includes other endorsements in addition to this General Liability Enhancement Endorsement, and there is a conflict between any of the terms of such endorsement(s) and this General Liability Enhancement Endorsement, the terms of the other endorsement(s) shall be given priority and control over the terms set forth in this General Liability Enhancement Endorsement, even if the terms of such other endorsement(s) have the effect of limiting, excluding or reducing the coverage provided under this General Liability Enhancement Endorsement. All other terms and conditions remain unchanged. FM 101.0.1206 01 11 Page 10 of 10 Includes copyrighted material of Insurance Service Office, Inc. with its permission.