Contract - Everbridge, Inc. - 2014-12-12 Attachment A- Subordinate Agreement MA-060-16011934 Page 1 of 60
Subordinate Contract MA-060-16011934
With
Everbridge,Inc.
For Public Mass Notification System Services
This subordinate agreement to provide a Software as a Service("SaaS")solution for a public mass
notification system ("PMNS"), hereinafter referred to as "Subordinate Agreement", is made and entered
into by and between the County of Orange, a political subdivision of the State of California("County"),
and Everbridge, Inc., with a place of business at 500 N. Brand Blvd. Suite 1000, Glendale CA 91203
("Contractor"). County and Contractor may sometimes be individually referred to herein as "Party" or
collectively as"Parties."
RECITALS
WHEREAS, the State of California has issued California Multiple Award Schedule ("CMAS")
Contract No.3-12-70-2909A("CMAS Contract")for provision of PMNS services by Contractor,which per
its most recent renewal is set to expire on October 31,2019;and
WHEREAS,the County requires PMNS services;and
WHEREAS, Contractor has represented that its proposed services shall meet or exceed the
County's requirements for PMNS services.
NOW,THEREFORE,the Parties mutually agree as follows:
ATTACHMENTS
In addition to the Recitals set forth below,the terms governing the relationship between the Parties
to this Subordinate Agreement are further described in the following attachments,which are incorporated
herein as though set forth in full:
Attachment"A"—California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A,
effective December 12,2014—October 31,2019.
Attachment"B"—Cost/Compensation(hereinafter"Price Sheet")
Attachment"C"—Everbridge Inclusion Sheet(hereinafter"Inclusion Sheet")
Attachment"D"—Everbridge GSA Approved End User License Agreement(hereinafter
"EULA")
Attachment A- Subordinate Agreement MA-060-16011934 Page 2 of 60
DEFINITIONS
For the purposes of interpreting this Subordinate Agreement, the following terms defined in the
Attachments hereto shall have the following meanings:
A. "State of California"and"State"as used in Attachment"A"shall mean County,its employees
and authorized representatives.
B. "Users" as used in Attachment "D," in addition to the definition therein, shall also include
within its meaning the employees and contractors of other public entities who are authorized
by the County to access any Service as described in the EULA pursuant to a Memorandum of
Understanding between the County and those public entities.
All other conflicting terms or language shall be resolved as described in Section 11 hereinbelow.
COUNTY TERMS& CONDITIONS
1. Subordinate Agreement: The agreement between the Parties shall consist of this Subordinate
Agreement and Attachments"A,""B,""C,"and"D"(collectively,"Agreement Documents"). The
Parties hereby agree that the terms,conditions and assumptions set forth in Attachment"A"shall
govern the performance of the Subordinate Agreement and delineate the respective rights and
obligations of the Parties except where there is a conflict in language or obligations between
Attachment"A"and the other Agreement Documents. In the event of such a conflict, the Parties
agree that it shall be resolved as described in Section 11 hereinbelow.
2. Scope of Subordinate Agreement: Contractor shall provide the County with a SaaS solution for
PMNS services as further described in the Agreement Documents. Payment for PMNS services
shall be made annually in the amounts described in the Price Sheet attached hereto.
3. Term of Subordinate Agreement: This Subordinate Agreement shall be effective as of the date
it is executed by both Parties("Effective Date"),and its term shall be three(3)consecutive years
from the Effective Date.
This Subordinate Agreement is based and dependent on the existence of the CMAS Contract which is
currently set to expire on October 31, 2019. In the event that the CMAS Contract is renewed and
extended by the State of California, County, at its sole election and subject to the written consent of
Contractor,may exercise its right to extend this Subordinate Agreement for a total of two(2)one-year
periods under the same terms and conditions and pricing structure. The County does not have to give
any reason should it elect not to renew the Subordinate Agreement. Any renewal may require approval
of the County of Orange Board of Supervisors.
4. Governing Law and Venue: This Subordinate Agreement has been negotiated and executed in
the State of California and shall be governed by and construed under the laws of the State of
California. In the event of any legal action to enforce or interpret this Subordinate Agreement,the
sole and exclusive venue shall be a court of competent jurisdiction located in Orange County,
California, and the parties hereto agree to and do submit to the jurisdiction of such court,
Attachment A- Subordinate Agreement MA-060-16011934 Page 3 of 60
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.
5. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and
State statutes and regulations regarding the employment of aliens and others and that all its
employees performing work under this Subordinate Agreement meet the citizenship or alien status
requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all
employees, consultants and subcontractors performing work hereunder, all verification and other
documentation of employment eligibility status required by Federal or State statutes and regulations
including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et
seq.,as they currently exist and as they may be hereafter amended. The Contractor shall retain all
such documentation for all covered employees, consultants and subcontractors for the period
prescribed by law. The Contractor shall indemnify, defend with counsel approved in writing by
the County, and hold harmless, the County, its agents, officers, and employees from employer
sanctions and any other liability which may be assessed against Contractor or the County,or both,
in connection with any alleged violation of any Federal or State statutes or regulations pertaining
to the eligibility for employment of any persons performing work under this Subordinate
Agreement.
6. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions
of Title VI and Title VII of the Civil Rights Act of 1964, as amended; Section 504 of the
Rehabilitation Act of 1973,as amended;the Age Discrimination Act of 1975 as amended;Title II
of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and
regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group
identification,age,religion,marital status,sex or disability.
7. Debarment: Contractor hereby certifies that neither Contractor nor its principals are presently
debarred,proposed for debarment,declared ineligible or voluntarily excluded from participation in
SII
the transaction by any Federal department or agency.
8. Lobbying: On best information and belief,the Contractor certifies no federal appropriated funds
have been paid or will be paid by,or on behalf of,the Contractor to any person for influencing or
ill attempting to influence an officer or employee of Congress; or an employee of a member of
Congress in connection with the awarding of any Federal contract, continuation, renewal,
amendment,or modification of any Federal contract,grant,loan,or cooperative agreement.
9. Fiscal Appropriations: This Subordinate Agreement is subject to and contingent upon applicable
budgetary appropriations being approved by the County of Orange Board of Supervisors for each
fiscal year during the term of this Subordinate Agreement. If such appropriations are not
forthcoming,the Subordinate Agreement shall be terminated without penalty.
The Contractor acknowledges that funding or portions of funding for this Subordinate Agreement
may also be contingent upon the receipt of funds from,and/or appropriation of funds by,the State
of California to the County. If such funding and/or appropriations are not forthcoming, or are
otherwise limited, the County may immediately terminate or modify this Subordinate Agreement
Attachment A- Subordinate Agreement MA-060-16011934 Page 4 of 60
without penalty. Notwithstanding the foregoing,County shall not be entitled to a refund and shall
pay amounts due and owing as of the termination.
10. Records: Contractor hereby acknowledges that documents or communications made or provided
by Contractor to the County pursuant to this Subordinate Agreement may be required to be
produced to third parties pursuant to the California Public Records Act,Government Code sections
6250, et seq. Contractor agrees to indemnify and hold County harmless from liability and/or
attorneys' fees arising from the non-disclosure or lawful disclosure of records that the Contractor
has identified as confidential.
11. Precedence: The Subordinate Agreement documents consist of Agreement Documents. In the
event of a conflict between the language of any of the Agreement Documents,the precedence to
the respective documents' language shall be given in the following order:
a. This Subordinate Agreement;
b. Attachment"B";
c. Attachment"A";
d. Attachment"C";
e. Attachment"D."
Attachment A- Subordinate Agreement MA-060-16011934 Page 5 of 60
Subordinate Agreement Signature Page
The Parties hereto have executed this Subordinate Agreement on the dates shown opposite their respective
signatures below
*Co • Everbridge,Inc.
By: Title: Vice President and Controller
Print Name: Phillip Huff Date: 5/4/16
*Contractor: Everbridge,Inc.
By: Title: Assistant Secretary
Print Name: Daniel Hekier Date: 5/4/16
*If a corporation,the document must be signed by two corporate officers. The first signature must be either
the Chairman of the Board,President,or any Vice President. The second signature must be the secretary,
an assistant secretary,the Chief Financial Officer,or any assistant treasurers. In the alternative,a single
corporate signature is acceptable when accompanied by a corporate document demonstrating the legal
authority of the signature to bind the company.
County Of Orange
A political subdivision of the State of California
Sheriff-Coroner Department
By: Title:
Print Name: Date:
Approved by the Board of Supervisors:
Approved as to Form
Office of the County Counsel
/ f
by:
/ Deputy
Attachment A- Subordinate Agreement MA-060-16011934 Page 6 of 60
ATTACHMENT A
California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A
(Intentionally left blank)
Attachment A- Subordinate Agreement MA-060-16011934 Page 7 of 60
DES Procurement Division
707 Third Street,2n°Floor,MS#2-202
West Sacramento,CA 95605-2811
State of California
MULTIPLE AWARD SCHEDULE
EVERBRIDGE, INC.
CONTRACT NUMBER: 3-12-70-2909A
SUPPLEMENT NO.: 1
CMAS CONTRACT TERM: 12/12/2014 through 10/31/2019
CONTRACT CATEGORY: Information Technology Goods &
Services
APPLICABLE September 8, 2014
TERMS & CONDITIONS:
MAXIMUM ORDER LIMIT: $500,000
FOR USE BY: State & Local Government Agencies
BASE GSA SCHEDULE NO.: GS-35F-0692P
BASE SCHEDULE HOLDER: Everbridge, Inc.
This contract provides for the purchase and warranty of software.
NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contradts. If this is the case,
the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide
Contract User Instructions. Information regarding Statewide Contracts can be obtained at the website:
htto:/lwww.documents.dgs,ca.aov/od/contracts/contractindexlisting,htm. This requirement is not applicable to local
government entities.
The purpose of this supplement is to renew this contract through 10/31/2019. In addition, this supplement replaces in its
entirety Everbridge, Inc.'s existing California Multiple Award Schedule(CMAS)that expired on 10/31/2014. The most current
Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated September 8, 2014, products and/or
services and pricing are included herein. Please review these provisions carefully because they may have changed since
issuance of your last contract.
IMPORTANT NOTICE TO STATE AGENCIES REGARDING CLOUD COMPUTING SOLUTIONS
Cloud computing solutions for Software as a Service (SaaS) are permitted under this CMAS Contract. Cloud Infrastructure
as a Service(IaaS)and Cloud Platform as a Service(PaaS)are not permitted under the CMAS Program.One or more of the
brands offered under this CMAS contract may be associated with IaaS or PaaS. It is incumbent upon both the CMAS
supplier as well as the ordering agency to ensure that IaaS and PaaS products are not purchased under this contract.
The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions, products and/or services
and pricing are included herein. All purchase orders issued under this contract incorporate the following Ordering
Instructions and Special Provisions and CMAS Terms and Conditions dated September 8,2014.
Effective Date: 12/12/2014
STEPHANNE LIM, Program Analyst, California Multiple Award Schedules Unit
Attachment A- Subordinate Agreement MA-060-16011934 Page 8 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1
Agency non-compliance with the requirements of CONTRACT PRICES
this contract may result in the loss of delegated
authority to use the CMAS program. The maximum prices allowed for the products and/or
services available in this CMAS contract are those set
Contractor non-compliance with the requirements of forth in the base contract identified on page 2 of this
contract.
this contract may result in contract termination.
CMAS PRODUCT&SERVICE CODES The ordering agency is encouraged to seek prices lower
than those on this CMAS contract. When responding to
The CMAS Product & Service Codes listed below are an agency's Request for Offer(RFO),the contractor can
offer lower prices to be competitive.
for marketing purposes only. Review this CMAS
contract and the base contract identified below for the AMERICAN RECOVERY AND REINVESTMENT ACT
products and/or services available on this contract. (ARRA).
Emergency-First Response Comm Ordering departments executing purchases using ARRA
Auto Call Distribution funding must attach the ARRA Supplemental Terms and
Software-Communications Conditions document to their individual RFOs and
Voice-IVR Systems purchase documents. Departments are reminded that
Software as a Service(SaaS) these terms and conditions supplement, but do not
AVAILABLE PRODUCTS AND/OR SERVICES replace,standard State terms and conditions associated
with this CMAS contract. The ARRA Supplemental
Terms and Conditions can be accessed at
The ordering agency must verify all products and/or www.documents.dgs.ca.gov/od/eolioroc/ARRATand%20
services are currently available on the base GSA C081009final.pdf.
schedule at the GSA eLibrary. Access the GSA
eLibrary at www.gsaelibrary.osa.gov. WARRANTY
EXCLUDED PRODUCTS AND/OR SERVICES For warranties, see the federal GSA schedule and the
CMAS Terms and Conditions, General Provisions,
Infrastructure as a Service (laaS) and Platform as a CMAS Warranty.
Service (PaaS) cloud products and related services are
not available under this contract. DELIVERY
CMAS BASE CONTRACT 30 days after receipt of order, or as negotiated between
Thisagency and contractor and included in the purchase
CMAS contract is based on some or all of the
products and/or services and prices from GSA
order,or as otherwise stipulated in the contract.
Schedule No.GS-35F-0692P(Everbridge,Inc.)with a SHIPPING INSTRUCTIONS
GSA term of 7/1912014 through 7/18/2019 including
modification 0016. The term of this CMAS contract F.O.B. (Free On Board) Destination. Seller pays the
incorporates an extension of three months beyond freight charges.
the expiration of the base GSA contract, and is
shown in the"CMAS Term Dates"on page 1. PURCHASING AUTHORITY DOLLAR THRESHOLD
ISSUE PURCHASE ORDER TO No CMAS order may be executed by a State agency
Agency purchase orders must be mailed to the following that exceeds that agency's CMAS purchasing authority
Agency or faxed t (er 8)484-2299: threshold or the CMAS maximum order limit, whichever
addresis less.
Everbridge,Inc.
500 N.Brand Blvd,Suite 1000
Glendale,CA 91203
Attn: Jack Karadzhyan
Agencies with questions regarding products and/or
services may contact the contractor as follows:
Phone: (818)230-9790
E-mail: jack.karadzhyan@everbridge.com
Ordering Instructions and Special Provisions 2
Attachment A- Subordinate Agreement MA-060-16011934 Page 9 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A, SUPPLEMENT NO. 1
HOW TO USE CMAS CONTRACTS MINIMUM ORDER LIMITATION
Agencies must adhere to the detailed requirements in The minimum dollar value of an order to be issued
the State Contracting Manual(SCM)when using CMAS under this contract is$5,000.00.
contracts. The requirements for the following bullets are
in the SCM, Volume 2, Chapter 6 (for non-IT) and the ORDERING PROCEDURES
SCM,Volume 3,Chapter 6(for IT):
1. Order Form
• Develop a Request for Offer, which includes a
Scope of Work (SOW), and Bidder Declaration State agencies shall use a Contract/Delegation
form. For information on the Bidder Declaration Purchase Order (Std. 65) for purchases and
requirements, see the SCM, Volume 2, Section services.
3.5.7 and Volume 3, Section 3.4.7.
• Search for potential CMAS contractors at Local governments shall, in lieu of the State's
www.dos.ca.uov/od/Programs/Leveraged/CMAS.aspx, Purchase Order (Std. 65), use their own purchase
select"Find a CMAS Contract". order document.
• Solicit offers from a minimum of 3 CMAS
contractors including one small business and/or Electronic copies of the State Standard Forms can
DVBE, if available, who are authorized to sell the be found at the Office of State Publishing website.
products and/or services needed The site provides information on the various forms
• If soliciting offers from a certified DVBE, include the and use with the Adobe Acrobat Reader. Beyond
Disabled Veteran Business Enterprise Declarations the Reader capabilities, Adobe Acrobat advanced
form (Std. 843) in the Request for Offer. This features may be utilized if you have Adobe
declaration must be completed and returned by the Business Tools or Adobe Acrobat 4.0 installed on
DVBE prime contractor and/or any DVBE your computer. Direct link to the Standard Form
subcontractors. (See the SCM Volumes 2 and 3, 65:
Chapter 3) httD://www.dgs.ca.aov/dgs/ProgramsServices/Form
• This is not a bid transaction, so the small business s/FMC/Search.asDx
preference, DVBE participation goals, protest
language, intents to award, evaluation criteria, 2. Purchase Orders
advertising,etc.,are not applicable.
• If less than 3 offers are received, State agencies State and Local Government agencies are required
must document their file with the reasons why the to send a copy of each CMAS purchase order to:
other suppliers solicited did not respond with an
Department of General Services
offer.
• Assess the offers received using best value Procurement Division,Data Management Unit
methodology,with cost as one of the criteria. PO Box 989052,MS#2-203
•
Issue a Purchase Order to the selected contractor. West Sacramento,CA 95798-9052
(or via Interagency Mail Service#Z-1)
• For CMAS transactions under$5,000 only one offer
is required if the State agency can establish and
document that the price is fair and reasonable. The agency is required to complete and distribute
the order form. For services, the agency shall
Local governments set their own order limits, and are modify the information contained on the order to .
not bound by the order limits on the cover page of this include the service period (start and end date), and
contract. the monthly cost (or other intermittent cost), and
any other information pertinent to the services
SPLITTING ORDERS being provided. The cost for each line item should
be included in the order,not just system totals.
Splitting orders to avoid any monetary limitations is The contractor must immediately reject orders that
prohibited. are not accurate. Discrepancies are to be
Do not circumvent normal procurement methods by negotiated and incorporated into the order prior to
splitting purchases into a series of delegated purchase the products and services being delivered.
orders(PCC§10329). 3. Service and Delivery after Contract Expiration
Splitting a project into small projects to avoid either The purchase order must be issued before the
fiscal or procedural controls is prohibited (SAM CMAS contract end term expires. However,
4819.34). delivery of the products or completion of the
services may be after the contract end term expires
(unless otherwise specifically stated in the
contract), but must be as provided for in the
contract and as specified in the purchase order.
Ordering Instructions and Special Provisions 3
Attachment A- Subordinate Agreement MA-060-16011934 Page 10 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1
4. Multiple Contracts on STD.65 Order Form In response to our commitment to increase participation
by small businesses, the Department of General
Agencies may include multiple CMAS contracts Services waives the administrative fee (a fee
from the same contractor on a single Std. 65 currently charged to customer agencies to support
Contract/Delegation Purchase Order. For the CMAS program) for orders to certified small
guidelines, see the SCM, Volumes 2 & 3, Chapter business enterprises.
6.64.1. See the current fees in the DGS Price Book at:
http://www.dgs.ca.qov/ofs/Pricebook.aspx
5. Amendments to Agency's Purchase Orders
SMALL BUSINESS/DVBE-TRACKING
Agency purchase orders cannot be amended if the
CMAS contract has expired. State agencies are able to claim subcontracting dollars
towards their small business or DVBE goals whenever
The SCM,Volumes 2&3, Chapter 6.A5.0 provides the Contractor subcontracts a commercially useful
the following direction regarding amendments to all function to a certified small business or DVBE. The
types of CMAS purchase orders: Contractor will provide the ordering agency with the
name of the small business or DVBE used and the
Original orders, which include options for dollar amount the ordering agency can apply towards its
changes (e.g., quantity or time), that were small business or DVBE goal.
evaluated and considered in the selection for
award during the RFO process, may be SMALL BUSINESS/DVBE-SUBCONTRACTING
amended consistent with the terms of the original
order,provided that the original order allowed for 1. The amount an ordering agency can claim towards
amendments. If the original order did not achieving its small business or DVBE goals is the
evaluate options, then amendments are not dollar amount of the subcontract award made by
allowed unless an NCB is approved for those the Contractor to each small business or DVBE.
amendments.
2. The Contractor will provide an ordering agency with
Amendments unique to non-IT services are covered the following information at the time the order is
in the SCM,Volume 2,Chapter 6.62.9 as follows: quoted:
If the original contract permitted amendments, a. The Contractor will state that, as the prime
but did not specify the changes (e.g., quantity or Contractor, it shall be responsible for the
time), it may be amended. This only applies to overall execution of the fulfillment of the order.
the first amendment. The time shall not exceed
one year, or add not more than 30% of the b. The Contractor will indicate to the ordering
original order value and may not exceed agency how the order meets the small
$250,000. If the original contract did not have business or DVBE goal,as follows:
language permitting amendments, the NCB
process must be followed. • List the name of each company that is
certified by the Office of Small Business
Also, see the SCM, Volumes 2 & 3, Chapter 8, and DVBE Certification that it intends to
Topic 6, for more information on amending subcontract a commercially useful function
purchase orders. to;and
• Include the small business or DVBE
CONTRACTOR OWNERSHIP INFORMATION certification number of each company
listed, and attach a copy of each
Everbridge, Inc. is a large business enterprise. certification;and
• Indicate the dollar amount of each
SMALL BUSINESS MUST BE CONSIDERED subcontract with a small business or DVBE
that may be claimed by the ordering agency
Prior to placing orders under the CMAS program, State towards the small business or DVBE goal;
agencies shall whenever practicable first consider offers and
from small businesses that have established CMAS • Indicate what commercially useful function
contracts [GC Section 14846(b)]. NOTE: The the small business or DVBE subcontractor
Department of General Services auditors will request will be providing towards fulfillment of the
substantiation of compliance with this requirement when order.
agency files are reviewed.
3. The ordering agency's purchase order must be
The following website lists CMAS Small Business and addressed to the prime Contractor, and the
Disabled Veteran Partners: purchase order must reference the information
www.das.ca.gov/od/Programs/Leveraged/CMAS.aspx provided by the prime Contractor as outlined above.
then select"Find a CMAS Contractor".
Ordering Instructions and Special Provisions 4
Attachment A- Subordinate Agreement MA-060-16011934 Page 11 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
EVERBRIDGE, INC.
CMAS NO. 3-12-70-2909A,SUPPLEMENT NO. 1
ELECTRONIC WASTE RECYCLING Cost Prior Operation
More than$100,000 8 months
The Electronic Waste Recycling Act of 2003 requires $10,000 up to$100,000 4 months
retailers to collect a recycling fee from consumers on Less than$10,000 1 month
covered electronic devices starting January 1, 2005.
California Public Resources Code, Section 42463(f) Category 2 -All Information Technology Equipment
defines a"covered electronic device" as a video display and Non-Critical Software: Information technology
device containing a screen greater than four inches equipment is defined in SAM Section 4819.2.
measured diagonally. See the code identified above for
more information and exceptions to this definition. Cost Prior Operation
• More than$100,000 6 months
The Integrated Waste Management Board is $10,000 up to$100,000 4 months
implementing this new legislation, and the Board of Less than$10,000 1 month
Equalization is responsible for collecting these recycling
fees from retailers. See the following two websites for OPEN MARKET/INCIDENTAL,NON-SCHEDULE
more information on this topic: ITEMS
www.ciwmb.ca.aov/Electronics/Act2003/ The only time that open market/incidental, non-schedule
items may be included in a CMAS order is when they
www.boe.ca.gov/sotaxproa/ewaste.htm fall under the parameters of the Not Specifically Priced
(NSP) Items provision. If the NSP provision is not
The electronic waste recycling fee must be shown as a included in the schedule, or the products and/or
line item on the agency purchase order before the services required do not qualify under the parameters of
Contractor can include it on their invoice. the NSP provision,the products and/or services must be
procured separate from CMAS.
PRODUCTIVE USE REQUIREMENTS
STATE AND LOCAL GOVERNMENTS CAN USE
The customer in-use requirement applies to all CMAS
procurements of information technology equipment and
software, per the SCM, Volume 3, Chapter 2, Section State and local government agency use of CMAS
2.B6.2. contracts is optional. A local government is any city,
county, city and county, district, or other local
Each equipment or software component must be in governmental body or corporation,including UC, CSU,
current operation for a paying customer and the paying K-12 schools and community colleges empowered to
customer must be external to the contractors expend public funds. While the State makes this
organization (not owned by the contractor and not contract available, each local government agency
owning the contractor). should make its own determination whether the CMAS
program is consistent with their procurement policies
To substantiate compliance with the Productive Use and regulations.
Requirements, the contractor must provide upon
request the name and address of a customer installation UPDATES AND/OR CHANGES
and the name and telephone number of a contact
person. A CMAS amendment is not required for updates and/or
changes once the update and/or change becomes
The elapsed time such equipment or software must effective for the federal GSA schedule, except as
have been in operation is based upon the importance of follows:
the equipment or software for system operation and its
cost. The following designates product categories and • A CMAS amendment is required when the contract
the required period of time for equipment or software is based on products and/or services from another
operation prior to approval of the replacement item on contractor's multiple award contract and the
CMAS. contractor wants to add a new manufacturer's
products and/or services.
Category 1 - Critical Software: Critical software is • A CMAS amendment is required for new federal
software that is required to control the overall operation contract terms and conditions that constitute a
of a computer system or peripheral equipment. material difference from existing contract terms and
Included in this category are operating systems, data conditions. A material change has a potentially
base management systems, language interpreters, significant effect on the delivery, quantity or quality
assemblers and compilers, communications software, of items provided,the amount paid to the contractor
and other essential system software. or on the cost to the State.
• A CMAS amendment is required for changes to
contracts that require California Prison Industry
Authority(CALPIA)approval.
Ordering Instructions and Special Provisions 5
Attachment A- Subordinate Agreement MA-060-16011934 Page 12 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO. 3-12-70-2909A,SUPPLEMENT NO. 1
A CMAS amendment is required to update and/or • Agencies are required to file with the Department of
change terms and conditions and/or products and Fair Employment and Housing (DFEH) a Contract
services based on a non-federal GSA multiple award Award Report Std. 16 for each order over $5,000
contract. within 10 days of award, including supplements that
exceed$5,000.
SELF-DELETING FEDERAL GSA TERMS AND • Pursuant to Public Contract Code Section 10359
CONDITIONS State agencies are to report all Consulting Services
Contract activity for the preceding fiscal year to
Instructions, or terms and conditions that appear in the DGS and the six legislative committees and
Special Items or other provisions of the federal GSA and individuals that are listed on the annual
apply to the purchase, license, or rental (as applicable) memorandum from DGS.
of products or services by the U.S. Government in the • Pursuant to Unemployment Insurance Code
United States, and/or to any overseas location shall be Section 1088.8, State and local government
self-deleting. (Example: "Examinations of Records" agencies must report to the Employment
provision). Development Department (EDD) all payments for
services that equal $600 or more to independent
Federal regulations and standards, such as Federal sole proprietor contractors. See the Contractor's
Acquisition Regulation (FAR), Federal Information Std. 204, Payee Data Record, to determine sole
Resources Management Regulation (FIRMR), Federal proprietorship. For inquiries regarding this subject,
Information Processing Standards (FIPS), General contact EDD at (916) 651-6945 for technical
Services Administration Regulation (GSAR), or Federal questions or (888) 745-3886 for information and
Installment Payment Agreement (FIPA) shall be self- forms.
deleting. Federal blanket orders and small order • Annual small business and disabled veteran
procedures are not applicable. reports.
• Post evaluation reports. Public Contract Code
ORDER OF PRECEDENCE 10369 requires State agencies to prepare post
evaluations on form Std. 4 for all completed non-IT
The CMAS Terms and Conditions shall prevail if there is consulting services contracts of more than $5,000.
a conflict between the terms and conditions of the Copies of negative evaluations for non-IT
contractor's federal GSA, (or other multiple award consulting services only must be sent to the DGS,
contract), packaging, invoices, catalogs, brochures, Office of Legal Services. The Bureau of State
technical data sheets or other documents (see CMAS Audits requires State agencies annually to certify
Terms and Conditions,CONFLICT OF TERMS). compliance with these requirements.
APPLICABLE CODES.POLICIES AND GUIDELINES ETHNICITY/RACE/GENDER REPORTING
REQUIREMENT
All California codes, policies, and guidelines are
applicable. THE USE OF CMAS DOES NOT REDUCE Effective January 1, 2007, in accordance with Public
OR RELIEVE STATE AGENCIES OF THEIR Contract Code 10111, State agencies are to capture
RESPONSIBILITY TO MEET STATEWIDE information on ethnicity, race, and gender of business
REQUIREMENTS REGARDING CONTRACTING OR owners (not subcontractors) for all awarded contracts,
THE PROCUREMENT OF GOODS OR SERVICES. including CAL-Card transactions. Each department is
Most procurement and contract codes, policies, and required to independently report this information to the
guidelines are incorporated into CMAS contracts. Governor and the Legislature on an annual basis.
Nonetheless, there is no guarantee that every possible
requirement that pertains to all the different and unique Agencies are responsible for developing their own
State processes has been included. guidelines and forms for collecting and reporting this
STATEWIDE PROCUREMENT REQUIREMENTS information,
Contractor participation is voluntary.
Agencies must carefully review and adhere to all
statewide procurement requirements in the SCM, PAYMENTS AND INVOICES
Volumes 2 and 3,such as:
1. Payment Terms
• Automated Accounting System requirements of
State Administrative Manual (SAM) Section 7260- Payment terms for this contract are net 45 days.
62
• Productive Use Requirements, per the SCM,
Volume 3,Chapter 2,Section 2.66.2.
• SAM Sections 4819.41 and 4832 certifications for
information technology procurements and
compliance with policies.
• Services may not be paid for in advance.
Ordering Instructions and Special Provisions 6
Attachment A- Subordinate Agreement MA-060-16011934 Page 13 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A, SUPPLEMENT NO.1
Payment will be made in accordance with the 4. Contractor Invoices
provisions of the California Prompt Payment Act,
Government Code Section 927 et. seq. Unless Unless otherwise stipulated, the contractor must
expressly exempted by statute, the Act requires send their invoices to the agency address set forth
State agencies to pay properly submitted, in the purchase order. Invoices shall be submitted
undisputed invoices not more than 45 days after(i) in triplicate and shall include the following:
the date of acceptance of goods or performance of
services; or (ii) receipt of an undisputed invoice, • Contract number
whichever is later. • Agency purchase order number
• Agency Bill Code
2. Payee Data Record(Std.204) • Line item number
Each State accounting office must have a copy of • Ett endee
the Contractors Payee Data Record (Std. 204) in •• Exteline item price
order to process payment of invoices. Contractors Invoice total
are required to provide a copy of their Std. 204 State sales tax and/or use tax shall be itemized
upon request from an agency customer. Agencies separately and added to each invoice as applicable.
should forward a copy of the Std. 204 to their
accounting office. Without the Std. 204, payment The company name on the CMAS contract,
may be unnecessarily delayed.
purchase order and invoice must match or the State
3. DGS Administrative and Incentive Fees Controller's Office will not approve payment.
Orders from State Agencies: 5. Advance Payments
The Department of General Services(DGS)will bill Advance payment is allowed for services only
each State agency directly an administrative fee for beder limited, narrowly departmentsdefincircumstances, e.g.,
use of CMAS contracts. The administrative fee between specific and certain types of
should NOT be included in the orders total,e nor non-profit organizations, or when paying another
remitted before an invoice is received from DGS. governmentagency (GC 11256 — 11263 and
This administrative fee is waived for CMAS 11019).
purchase orders issued to California certified small It is NOT acceptable to pay in advance, except
businesses. software maintenance and license fees, which are
See the current administrative fees in the DGS considered a subscription, may be paid in advance
if a provision addressing payment in advance is
Price Book at:
Ditto://www.dgs.ca.aov/ofs/Pricebook.asox. included in the purchase order.
Orders from Local Government Agencies: Warranty upgrades and extensions may also be
paid for in advance,one time.
Effective for CMAS orders dated 1/1/2010 or later, 6. Credit Card
CMAS contractors, who are not California certified
small businesses, are required to remit to the DGS Everbridge, Inc. does not accept the State of
an incentive fee equal to 1% of the total of all local California credit card(CAL-Card).
government agency orders(excluding sales tax and
freight)placed against their CMAS contract(s). This 7, Lease/Purchase Analysis
incentive fee is in lieu of local government agencies
being billed the above referenced DGS State agencies must complete a Lease/Purchase
administrative fee. Analysis (LPA) to determine best value when
This fee is waived CMAS purchase contemplating a lease/rental, and retain a copy for
This incentives issued to Californiaedfor certifiedS smalle future audit purposes(SAM 3700). Approval by the
ordebusinesses. Department of General Services is not required.
The check covering this fee shall be made payable S Leasing
to the Department of General Services, CMAS Unit, Except for Federal Lease to Own Purchase(LTOP)
and mailed to the CMAS Unit along with the and hardware rental provisions with no residual
applicable Quarterly Report. See the provision in value owed at end term ($1 residual value is
this contract entitled "Contractor Quarterly Report acceptable), Federal GSA Lease provisions are
Process" for information on when and where to NOT available through CMAS because the rates
send these checks and reports. and contract terms and conditions are not
acceptable or applicable to the State.
Ordering Instructions and Special Provisions 7
Attachment A- Subordinate Agreement MA-060-16011934 Page 14 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A, SUPPLEMENT NO. 1
•
SEAT Management financing options are NOT Reports that include checks for incentive fees or that
available through this contract. exceed a total of 5 pages must be mailed and shall not
be faxed or e-mailed. All other reports may be faxed or
As an alternative, agencies may consider financing e-mailed to the attention of Quarterly Report Processing
through the State's financial marketplace GS as follows:
$MartTM. All terms and conditions and lenders are
pre-approved for easy financing. The GS$Marti'" CMAS Unit Fax Number: (916)375-4663
Internet address is CMAS Unit E-Mail: cmas@dgs.ca.gov
www.cigs.ca.ciovibdtprograms/statefinancialmarketalace.a
sax. Buyers may contact the GS $Marti"' For the full instructions on completing and submitting
Administrator, Patrick Mullen by phone at (916) CMAS Quarterly Business Activity Reports, and a soft
375-4617 or via e-mail at copy of a blank quarterly report form, go to
patrick.mullen@dgs.ca.gov for further information. www.dgs.ca.gov/od/Programs/Leveraged/CMAS.asnx,
and then select"For Suppliers/Contractors".
9. Maintenance Tax
Important things to remember regarding CMAS
The Board of Equalization has ruled that in Quarterly Business Activity Reports (referred to as
accordance with Section 1655 of the Sales and Use "reports"below):
Tax Regulations of the Business Taxes Law Guide, • A report is required for each CMAS contract each
that whenever optional maintenance contracts quarter, even when no new purchase orders are
include consumable supplies, such supplies are received in the quarter.
subject to sales tax. • A separate report is required for each CMAS
contract.
Generally,the State has two options: • Each purchase order must be reported only once in
the quarter identified by the purchase order date,
1. For contracts that provide for maintenance regardless of when the services were performed,
services(i.e.,the furnishing of labor and parts the products were delivered, the invoice was sent,
necessary to maintain equipment), the or the payment was received.
charges for the provision of maintenance • Purchase orders from State and local government
services are not taxable. agencies must be separated on the report, as
shown in the instructions.
2, For contracts that provide for maintenance e • Contractors must report the sales activity for all
services and consumable supply items (e.g.,
toner, developer, and staples), the provision resellers listed on their CMAS contract.
the consumable tathe provision
considered a • Any report that does not follow the required format
oftaxable salenalf e suppliesgible pissocol property. or excludes required information will be deemed
incomplete and returned to the contractor for
Therefore, State agencies awarding optional
corrections.
maintenance contracts are responsible for
paying the applicable sales tax on the •
Taxes and freight must not be included in the
consumable supplies utilized during the report.
performance period of the maintenance •
For CMAS orders dated 1/1/2010 or later,
contract. contractors are no longer required to attach copies
of purchase orders to their reports. This changed
The contractor will be required to itemize the requirement will begin on Q1-2010 reports, which
taxed consumables for State accounting are due 4/15/2010.
purposes. • For CMAS orders dated 1/1/2010 or later,
contractors who are not California certified small
CONTRACTOR QUARTERLY REPORT PROCESS businesses must attach to their quarterly report a
check covering the required incentive fee for all
Contractors are required to submit a detailed CMAS CMAS sales to local government agencies (see
Business Activity Report on a quarterly basis to the more information below). This new requirement will
CMAS Unit. See Attachment B fora copy of this form start on Q1-2010 reports,which are due 4115!2010.
and instructions. • New contracts, contract renewals or extensions,
and contract modifications will be approved only if
This report shall be mailed to: the contractor has submitted all required quarterly
reports and incentive fees.
Department of General Services
Procurement Division—CMAS Unit
Attention: Quarterly Report Processing
PO Box 989052,MS#2-202
West Sacramento,CA 95798-9052
Ordering Instructions and Special Provisions 8
Attachment A- Subordinate Agreement MA-060-16011934 Page 15 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1
CMAS Quarterly Business Activity Reports are due in It is important for the agency to confirm that the required
the CMAS Unit within two weeks after the end of each products, services, and prices are included in the
quarter as shown below: contract and are at or below contract rates. To
streamline substantiation that the needed items are in
Quarter 1 Jan 1 to Mar 31 Due Apr 15 the contract, the agencies should ask the contractor to
Quarter 2 Apr 1 to Jun 30 Due Jul 15 identify the specific pages from the contract that include
Quarter 3 Jul 1 to Sep 30 Due Oct 15 the required products, services, and prices. Agencies
Quarter 4 Oct 1 to Dec 31 Due Jan 15 should save these pages for their file documentation.
CONTRACTOR QUARTERLY INCENTIVE FEES CONTRACTORS ACTING AS FISCAL AGENTS ARE
PROHIBITED
CMAS contractors who are not California certified small
businesses must remit to the DGS an incentive fee When a subcontractor ultimately provides all of the
equal to 1% of the total of all local government agency products or performs all of the services that a contractor
orders (excluding sales tax and freight) placed against has agreed to provide, and the prime contractor only
their CMAS contract(s). This incentive fee is in lieu of handles the invoicing of expenditures, then the prime
local government agencies being billed the above contractor's role becomes that of a fiscal agent because
referenced DGS administrative fee. it is merely administrative in nature, and does not
provide a Commercially Useful Function (CUF). It is
CMAS contractors cannot charge local government unacceptable to use fiscal agents in this manner
agencies an additional 1% charge on a separate line because the agency is paying unnecessary
item to cover the incentive fee. The contractor must administrative costs.
include the 1% incentive fee in the price of the products
or services offered, and the line item prices must not AGENCY RESPONSIBILITY
exceed the applicable GSA prices.
Agencies must contact contractors to obtain copies of
A local government agency is any city, county, district, the contracts and compare them for a best value
or other local governmental body, including the purchasing decision.
California State University (CSU) and University of
California (UC) systems, K-12 public schools and Each agency is responsible for its own contracting
community colleges empowered to expend public funds. program and purchasing decisions, including use of the
CMAS program and associated outcomes.
This incentive fee is waived for CMAS purchase orders
issued to California certified small businesses. This responsibility includes,but is not necessarily limited
to, ensuring the necessity of the services, securing
The check covering this fee shall be made payable to appropriate funding, complying with laws and policies,
the Department of General Services, CMAS Unit, and preparing the purchase order in a manner that
mailed to the CMAS Unit along with the applicable safeguards the State's interests, obtaining required
Quarterly Report. See the provision in this contract approvals, and documenting compliance with
entitled "Contractor Quarterly Report Process" for Government Code 19130.b(3)for outsourcing services.
information on when and where to send these checks
and reports. It is the responsibility of each agency to consult as
applicable with their legal staff and contracting offices
CONTRACTOR PROVIDES COPY OF THE for advice depending upon the scope or complexity of
CONTRACT AND SUPPLEMENTS the purchase order.
CMAS contractors are required to provide the entire If you do not have legal services available to you within
contract that consists of the following: your agency, the DGS Office of Legal Services is
available to provide services on a contractual basis.
• Cover pages with DGS logo and CMAS analyst's
signature, and Ordering Instructions and Special CONFLICT OF INTEREST
Provisions.
• California CMAS Terms and Conditions. Agencies must evaluate the proposed purchase order to
• Federal GSA or non-federal GSA Terms and determine if there are any potential conflict of interest
Conditions (unless otherwise stipulated in the issues. See the attached CMAS Terms and Conditions,
CMAS contract). Conflict of Interest,for more information.
• Federal GSA or non-federal GSA products,
services, and price list (unless otherwise stipulated FEDERAL DEBARMENT
in the CMAS contract).
• Supplements,if applicable. When federal funds are being expended, the agency is
required to obtain (retain in file) a signed "Federal
Debarment" certification from the contractor before the
purchase order is issued.
Ordering Instructions and Special Provisions 9
Attachment A- Subordinate Agreement MA-060-16011934 Page 16 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE,INC.
CMAS NO. 3-12-70-2909A,SUPPLEMENT NO. 1
This certification is required by the regulations AMERICANS WITH DISABILITY ACT(ADA)
implementing Executive Order 12549, Debarment and
Suspension, 29 CFR Part 98, Section 98.510, Section 504 of the Rehabilitation Act of 1973 as
Participants; responsibilities. The regulations were amended;Title VI and VII of the Civil Rights Act of 1964
published as Part VII of the May 26, 1988 Federal as amended; Americans with Disabilities Act, 42 USC
Register(pages 19160-19211). 12101; California Code of Regulations, Title 2, Title 22;
California Government Code, Sections 11135, et seq.;
LIQUIDATED DAMAGES FOR LATE DELIVERY and other federal and State laws, and Executive Orders
prohibit discrimination. All programs, activities,
The value of the liquidated damages cannot be a employment opportunities, and services must be made
penalty, must be mutually agreed upon by agency and available to all persons, including persons with
contractor and included in the purchase order to be disabilities. See Attachment A for Procurement
applicable. Division's ADA Compliance Policy of Nondiscrimination
on the Basis of Disability.
ACCEPTANCE TESTING CRITERIA
Individual government agencies are responsible for self-
If the agency wants to include acceptance testing for all compliance with ADA regulations.
newly installed technology systems, and individual
equipment, and machines which are added or field Contractor sponsored events must provide reasonable
modified (modification of a machine from one model to accommodations for persons with disabilities.
another)after a successful performance period, the test
criteria must be included in the purchase order to be DGS PROCUREMENT DIVISION CONTACT AND
applicable. PHONE NUMBER
Department of General Services
Procurement Division,CMAS Unit
707 Third Street,2"d Floor,MS 202
West Sacramento,CA 95605-2811
Phone# (916)375-4363
Fax# (916)375-4663
Ordering Instructions and Special Provisions 10
Attachment A-Subordinate Agreement MA-060-16011934 Page 17 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909A,SUPPLEMENT NO. 1
ATTACHMENT A
ADA NOTICE
Procurement Division (State Department of General Services)
AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE
POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of
the Americans With Disabilities Act (ADA), it is the policy of the Procurement
Division (within the State Department of General Services) to make every
effort to ensure that its programs, activities, and services are available to all
persons, including persons with disabilities.
For persons with a disability needing a reasonable accommodation to
participate in the Procurement process, or for persons having questions
regarding reasonable accommodations for the Procurement process, please
contact the Procurement Division at (916) 375-4400 (main office); the
Procurement Division TTY/TDD (telephone device for the deaf) or California
Relay Service numbers which are listed below. You may also contact directly
the Procurement Division contact person who is handling this procurement.
IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS
BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING
DAYS BEFORE THE SCHEDULED EVENT (i.e., MEETING,
CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR
PROCUREMENT DOCUMENTS.
The Procurement Division TTY telephone numbers are:
Sacramento Office: (916) 376-1891
Fullerton Office: (714) 773-2093
The California Relay Service Telephone Numbers are:
Voice 1-800-735-2922 or 1-888-877-5379
TTY: 1-800-735-2929 or 1-888-877-5378
Speech-to-Speech: 1-800-854-7784
Ordering Instructions and Special Provisions 11
ATTACHMENT B
o CMAS QUARTERLY BUSINESS ACTIVITY REPORT
co
0
cc
Contractor Name: Reporting Calendar Year: Revision 0
a Contract Number: Reporting Quarter: Q1 (Jan-Mar) 0
For Questions Regarding This Report Contact: Q2 (Apr-Jun) 0
Name: Q3 (Jul-Sep) 0
Phone Number: Q4 (Oct-Dec) 0
E-mail: Check Here if No New Orders for This Quarter 0
� ., ' " ' �>,'•,vv.e�»,mrv,Am .., �.,ce Gm "� � � � � � avv ^ � �
rn Purchase Order Purchase Order Agency Billing Total Dollars Per
State Agency Name Number Date Code Purchase Order Agency Contact Agency Address Phone Number
0
0
co
0
Total State Agency Dollars Reported for Quarter: $
c
a)
E
a)
r ;dor, \K 'r ,,°::,m, ,, \ aa� �r Ma„\„ \ .s \e ,g \;\.,. \ „
� �*�\ ++ \\tai � 4 p� '\ y;;uy\
Q � � :.�� �\ �� ,.,, � � `^ ::M� � ti `�`� ,J +fft�y
44 74,
Purchase Order Purchase Order Total Dollars Per
c Local Government Agency Name Agency Contact Agency Address Phone Number
Number Date Purchase Order
0
mTotal Local Government Agency Dollars for Quarter: $ 1% Remitted to DGS(does not apply to CA certified S/Bs): $
Total of State and Local Government Agency Dollars Reported for this Quarter: $
ca
Updated 1/1/2010 12
Attachment A- Subordinate Agreement MA-060-16011934 Page 19 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS)
EVERBRIDGE, INC.
CMAS NO.3-12-70-2909, SUPPLEMENT NO. 1
Instructions for completing the CMAS Quarterly Business Activity Report
1. Complete the top of the form with the appropriate information for your company.
2. Agency Name- Identify the State agency or Local Government agency that issued the order.
3. Purchase Order Number - Identify the purchase order number (and amendment number if
applicable) on the order form. This is not your invoice number. This is the number the State agency
or Local Government agency assigns to the order.
4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order.
This is not the date you received, accepted, or invoiced the order.
5. Agency Billing Code-Identify the State agency billing code. This is a five-digit number identified on
the upper right hand corner of the Std. 65 purchase order form. You must identify this number on all
purchases made by State of California agencies. Billing codes are not applicable to Local
Government agencies.
6. Total Dollars Per PO -Identify the total dollars of the order excluding tax and freight. Tax must NOT
be included in the quarterly report, even if the agency includes tax on the purchase order. The total
dollars per order should indicate the entire purchase order amount(less tax and freight) regardless of
when you invoice order, perform services, deliver product, or receive payment
7. Agency Contact-Identify the ordering agency's contact person on the purchase order.
8. Agency Address-Identify the ordering agency's address on the purchase order.
9. Phone Number-Identify the phone number for the ordering agency's contact person.
10. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local
Government agency dollars(pre-tax)for all orders placed in quarter.
11. 1% Remitted to DGS - Identify 1% of the total Local Government agency dollars reported for the
quarter. This is the amount to be remitted to DGS by contractors who are not California certified
small businesses.
12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the
quarter.
Notes:
• A report is required for each CMAS contract, each quarter, even when there are no new orders for the
quarter.
• Quarterly reports are due two weeks after the end of the quarter.
Ordering Instructions and Special Provisions 13
Attachment A- Subordinate Agreement MA-060-16011934 Page 20 of 60
GSPD-401IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
1. DEFINITIONS: Unless otherwise specified in the Statement j) "Contractor"means the Business Entity with whom the
of Work the following terms shall be given the meaning State enters into this Contract. Contractor shall be
shown,unless context requires otherwise. synonymous with "supplier", 'vendor" or other similar
a) "Acceptance Tests" means those tests performed term.
during the Performance Period which are intended to k) "Data Processing Subsystem" means a complement
determine compliance of Equipment and Software with of Contractor-furnished individual Machines, including
the specifications and all other Attachments incorporated the necessary controlling elements (or the functional
herein by reference and to determine the reliability of the equivalent), Operating Software and Software, if any,
Equipment which are acquired to operate as an integrated group,
b) "Application Program" means a computer program and which are interconnected entirely by Contractor-
which is intended to be executed for the purpose of supplied power and/or signal cables;e.g.,direct access
performing useful work for the user of the information controller and drives, a cluster of terminals with their
being processed. Application programs are developed controller,etc.
or otherwise acquired by the user of the I) "Data Processing System (System)" means the total
Hardware/Software system,but they may be supplied by complement of Contractor-furnished Machines,including
the Contractor. one or more central processors (or instruction
c) "Attachment" means a mechanical, electrical, or processors), Operating Software which are acquired to
electronic interconnection to the Contractor-supplied operate as an integrated group.
Machine or System of Equipment, manufactured by m) "Deliverables" means Goods, Software, Information
other than the original Equipment manufacturer,that is Technology, telecommunications technology, Hardware,
not connected by the Contractor. and other items(e.g.reports)to be delivered pursuant to
d) "Business entity" means any individual, business, this Contract,including any such items furnished incident
partnership, Joint venture, corporation, S-corporation, to the provision of services.
limited liability company, sole proprietorship,joint stock n) "Designated CPU(s)" means for each product, if
company, consortium, or other private legal entity applicable,the central processing unit of the computers
recognized by statute. or the server unit, including any associated peripheral
e) "Buyer" means the State's authorized contracting units. If no specific "Designated CPU(s)"are specified
official. on the Contract,the term shall mean any and all CPUs
f) "Commercial Hardware" means Hardware developed located at the site specified therein.
or regularly used that: (i) has been sold, leased, or o) "Documentation" means manuals and other printed
licensed to the general public; (ii) has been offered for materials necessary or useful to the State in its use or
sale,lease,or license to the general public; (iii)has not maintenance of the Equipment or Software provided
been offered,sold, leased,or licensed to the public but hereunder. Manuals and other printed materials
will be available for commercial sale,lease,or license in customized for the State hereunder constitute Work
time to satisfy the delivery requirements of this Contract; Product if such materials are required by the Statement
or(iv)satisfies criterion expressed in(I),(ii),or(iii)above of Work.
and would require only minor modifications to meet the p) "Equipment"is an all-inclusive term which refers either
requirements of this Contract. to individual Machines or to a complete Data Processing
g) "Commercial Software"means Software developed or System or subsystem, including its Hardware and
regularly used that(i)has been sold,leased,or licensed Operating Software(if any).
to the general public; (ii) has been offered for sale, q) "Equipment Failure"is a malfunction in the Equipment,
lease,or license to the general public;(iii)has not been excluding all external factors, which prevents the
offered,sold,leased,or licensed to the public but will be accomplishment of the Equipment's intended function(s).
available for commercial sale,lease,or license in time to If microcode or Operating Software residing in the
satisfy the delivery requirements of this Contract;or(iv) Equipment is necessary for the proper operation of the
satisfies a criterion expressed in(I),(ii),or(iii)above and Equipment, a failure of such microcode or Operating
would require only minor modifications to meet the Software which prevents the accomplishment of the
requirements of this Contract. Equipment's intended functions shall be deemed to be
h) "Contract"means this Contract or agreement(including an Equipment Failure.
any purchase order), by whatever name known or in r) "Facility Readiness Date"means the date specified in
whatever format used. the Statement of Work by which the State must have the
i) "Custom Software"means Software that does not site prepared and available for Equipment delivery and
meet the definition of Commercial Software. installation.
REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 1 OF 23
Attachment A- Subordinate Agreement MA-060-16011934 Page 21 of 60
GSPD-401IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
s) "Goods"means all types of tangible personal property, Equipment is in actual operation by the State. For
including but not limited to materials, supplies, and maintenance Operational Use Time purposes,that time
Equipment(including computer and telecommunications during which Equipment is in actual operation and is not
Equipment). synonymous with power on time.
t) "Hardware"usually refers to computer Equipment and is ee) "Period of Maintenance Coverage"means the period
contrasted with Software. See also Equipment. of time, as selected by the State, during which
u) "installation Date" means the date specified in the maintenance services are provided by the Contractor for
Statement of Work by which the Contractor must have a fixed monthly charge,as opposed to an hourly charge
the ordered Equipment ready (certified) for use by the for services rendered. The Period of Maintenance
State. Coverage consists of the Principal Period of
v) "Information Technology" includes, but is not limited Maintenance and any additional hours of coverage per
to, all electronic technology systems and services, day, and/or increased coverage for weekends and
automated information handling, System design and holidays.
analysis, conversion of data, computer programming, ff) "Preventive Maintenance" means that maintenance,
information storage and retrieval, telecommunications performed on a scheduled basis by the Contractor.
which include voice, video, and data communications, which is designed to keep the Equipment in proper
requisite System controls, simulation, electronic operating condition.
commerce, and all related interactions between people gg) "Principal Period of Maintenance" means any nine
and Machines. consecutive hours per day(usually between the hours of
w) "Machine" means an individual unit of a Data 7:00 a.m. and 6:00 p.m.) as selected by the State,
Processing System or subsystem, separately Identified including an official meal period not to exceed one hour,
by a type and/or model number, comprised of but not Monday through Friday,excluding holidays observed at
limited to mechanical,electro-mechanical,and electronic the installation.
parts,microcode, and special features installed thereon hh) "Programming Aids" means Contractor-supplied
and including any necessary Software, e.g., central programs and routines executable on the Contractor's
processing unit,memory module,tape unit,card reader, Equipment which assists a programmer in the
etc. development of applications including language
x) "Machine Alteration" means any change to a processors, sorts, communications modules, data base
Contractor-supplied Machine which Is not made by the management systems, and utility routines, (tape-to-disk
Contractor, and which results in the Machine deviating routines,disk-to-print routines,etc.).
from its physical, mechanical, electrical, or electronic ii) "Program Product" means programs, routines,
(including microcode) design, whether or not additional subroutines, and related items which are proprietary to
devices or parts are employed in making such change. the Contractor and which are licensed to the State for its
y) "Maintenance Diagnostic Routines" means the use, usually on the basis of separately stated charges
diagnostic programs customarily used by the Contractor and appropriate contractual provisions.
to test Equipment for proper functioning and reliability. jj) "Remedial Maintenance" means that maintenance
z) "Manufacturing Materials" means parts, tools, dies, performed by the Contractor which results from
Jigs,furfures,plans,drawings,and information produced Equipment (Including Operating Software) failure, and
or acquired, or rights acquired, specifically to fulfill which is performed as required,i.e.,on an unscheduled
obligations set forth herein. basis.
aa) "Mean Time Between Failure (MTBF)" means the kk) "Software" means an all-inclusive term which refers to
average expected or observed time between any computer programs, routines, or subroutines
consecutive failures in a System or component. supplied by the Contractor, including Operating
bb) "Mean Time to Repair (MTTR)" means the average Software,Programming Aids,Application Programs,and
expected or observed time required to repair a System Program Products.
or component and retum it to normal operation. II) "Software Failure" means a malfunction in the
cc) "Operating Software" means those routines, whether Contractor-supplied Software, other than Operating
or not identified as Program Products,that reside in the Software, which prevents the accomplishment of work,
Equipment and are required for the Equipment to even though the Equipment (including its Operating
perform Its intended function(s), and which interface the Software)may still be capable of operating properly. For
operator, other Contractor-supplied programs, and user Operating Software failure, see definition of Equipment
programs to the Equipment. Failure.
dd) "Operational Use Time" means for performance mm)"State" means the government of the State of
measurement purposes, that time during which California,its employees and authorized representatives,
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GSPD-401 IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
including without limitation any department, agency, or c) The Contractor will have sole control of the defense of
other unit of the government of the State of California. any action on such claim and all negotiations for its
nn) "System' means the complete collection of Hardware, settlement or compromise; provided that (i) when
Software and services as described in this Contract, substantial principles of government or public law are
integrated and functioning together, and performing in involved,when litigation might create precedent affecting
accordance with this Contract. future State operations or liability, or when involvement
oo) "U.S.Intellectual Property Rights" means intellectual of the State is otherwise mandated by law, the State
property rights enforceable in the United States of may participate In such action at its own expense with
America, including without limitation rights in trade respect to attorneys'fees and costs(but not liability);(ii)
secrets,copyrights,and U.S.patents. where a settlement would impose liability on the State,
affect principles of California government or public law,
2. CONTRACT FORMATION: If this Contract results from a or impact the authority of the State, the Department of
Letter of Offer,then Contractor's offer is deemed a firm offer General Services will have the right to approve or
and this Contract document is the State's acceptance of that disapprove any settlement or compromise, which
offer, approval will not unreasonably be withheld or delayed;
and (iii) the State will reasonably cooperate in the
3. COMPLETE INTEGRATION: This Contract, including any defense and in any related settlement negotiations.
documents incorporated herein by express reference, is d) If this Contract is in excess of$554,000, it is subject to
intended to be a complete integration and there are no prior the requirements of the World Trade Organization
or contemporaneous different or additional agreements (WTO)Government Procurement Agreement(GPA).
pertaining to the subject matter of the Contract. e) To the extent that this Contract falls within the scope of
Government Code Section 11135, Contractor hereby
4. SEVERABILITY: The Contractor and the State agree that if agrees to respond to and resolve any complaint brought
any provision of this Contract is found to be illegal or to its attention, regarding accessibility of its products or
unenforceable, such term or provision shall be deemed services.
stricken and the remainder of the Contract shall remain in full
force and effect. Either party having knowledge of such term 8. CONTRACTOR'S POWER AND AUTHORITY: The
or provision shall promptly inform the other of the presumed Contractor warrants that it has full power and authority to
non-applicability of such provision. grant the rights herein granted and will hold the State
harmless from and against any loss, cost, liability, and
5. INDEPENDENT CONTRACTOR: Contractor and the agents expense (including reasonable attorney fees) arising out of
and employees of Contractor, in the performance of this any breach of this warranty. Further,Contractor avers that it
Contract, shall act in an independent capacity and not as will not enter into any arrangement with any third party which
officers or employees or agents of the State. might abridge any rights of the State under this Contract.
a) The State will notify Contractor of any such claim in
6. APPLICABLE LAW: This Contract shall be governed by and writing and tender the defense thereof within a
shall be interpreted in accordance with the laws of the State reasonable time;and
of California:venue of any action brought with regard to this b) The Contractor will have sole control of the defense of
Contract shall be in Sacramento County, Sacramento, any action on such claim and all negotiations for its
California. The United Nations Convention on Contracts for settlement or compromise; provided that (i) when
the International Sale of Goods shall not apply to this substantial principles of government or public law are
Contract. involved,when litigation might create precedent affecting
7. COMPLIANCE WITH STATUTES AND REGULATIONS: future State operations or liability, or when involvement
a) The State and the Contractor warrants and certifies that of the State is otherwise mandated by law, the State
in the performance of this Contract,it will comply with all may participate in such action at its own expense with
applicable statutes, rules, regulations and orders of the respect to attorneys'fees and costs(but not liability);(ii)
United States and the State of California. The where a settlement would impose liability on the State,
Contractor agrees to indemnify the State against any affect principles of California government or public law,
loss, cost, damage or liability by reason of the or impact the authority of the State, the Department of
Contractor's violation of this provision. General Services will have the right to approve or
b) The State will notify Contractor of any such claim in disapprove any settlement or compromise, which
writing and tender the defense thereof within a approval will not unreasonably be withheld or delayed;
reasonable time;and and (iii) the State will reasonably cooperate in the
defense and in any related settlement negotiations.
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GSPD-401 IT-CMAS
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
9. CMAS—ASSIGNMENT: 12. PACKING AND SHIPMENT:
a) This Contract shall not be assignable by the Contractor a) All Goods are to be packed in suitable containers for
in whole or in part without the written consent of the protection in shipment and storage, and in accordance
State. The State's consent shall not be unreasonably with applicable specifications. Each container of a
withheld or delayed. For the purpose of this paragraph, multiple container shipment shall be identified to:
State will not unreasonably prohibit Contractor from i) show the number of the container and the total
freely assigning its right to payment, provided that number of containers in the shipment;and
Contractor remains responsible for its obligations ii) the number of the container in which the packing
hereunder. sheet has been enclosed.
b) Should the State desire financing of the assets provided b) All shipments by Contractor or its subcontractors must
hereunder through GS$Mart, the State's financial include packing sheets identifying: the State's Contract
marketplace,the Contractor agrees to assign to a State- number,item number:quantity and unit of measure;part
designated lender its right to receive payment from the number and description of the Goods shipped; and
State for the assets in exchange for payment by the appropriate evidence of inspection, if required. Goods
lender of the cash purchase price for the assets. Upon for different Contracts shall be listed on separate
notice to do so from the State-designated lender at any packing sheets.
time prior to payment by the State for the assets, the c) Shipments must be made as specified in this Contract,
Contractor will execute and deliver to the State- as It may be amended, or otherwise directed in writing
designated lender an assignment agreement and any by the State's Transportation Management Unit within
additional documents necessary for the State selected the Department of General Services, Procurement
financing plan. The State-designated lender will pay the Division.
Contractor according to the terms of the Contractor's
invoice upon acceptance of the assets by the State. 13. TRANSPORTATION COSTS AND OTHER FEES OR
EXPENSES: No charge for delivery, drayage, express,
10. WAIVER OF RIGHTS: Any action or inaction by the State or parcel post packing, cartage, insurance, license fees,
the failure of the State on any occasion,to enforce any right Permits,cost of bonds, or for any other purpose will be paid
or provision of the Contract,shall not be construed to be a by the State unless expressly included and itemized in the
waiver by the State of its rights hereunder and shall not Contract.
prevent the State from enforcing such provision or right on a) The Contractor must strictly follow Contract
any future occasion. The rights and remedies of the State requirements regarding Free on Board (F.O.B.), freight
herein are cumulative and are in addition to any other rights terms and routing instructions. The State may permit
or remedies that the State may have at law or in equity. use of an alternate carrier at no additional cost to the
Slate with advance written authorization of the Buyer.
11. CMAS — ORDER OF PRECEDENCE: In the event of any b) If"prepay and add" is selected, supporting freight bills
inconsistency between the articles, attachments, are required when over $50, unless an exact freight
specifications or provisions which constitute this Contract,the charge is approved by the Transportation Management
following order of precedence shall apply: Unit within the Department of General Services
a) These General Provisions—Information Technology(In Procurement Division and a waiver is granted.
the instances provided herein where the paragraph c) On "F.O.B. Shipping PoinC transactions, should any
begins: "Unless otherwise specified in the Statement of shipments under the Contract be received by the State
Work' provisions specified in the Statement of Work in a damaged condition and any related freight loss and
replacing these paragraphs shall take precedence over damage claims filed against the carrier or carriers be
the paragraph referenced in these General Provisions); wholly or partially declined by the carrier or carriers with
b) Contract form, i.e., Purchase Order STD 65, Standard the inference that damage was the result of the act of
Agreement STD 213,etc.,and any amendments thereto; the shipper such as inadequate packaging or loading or
c) Other Special Provisions; some inherent defect in the Equipment and/or material,
d) Federal GSA (or other multiple award) terms and Contractor,on request of the State,shall at Contractor's
conditions; own expense assist the State in establishing carrier
e) Statement of work, including any specifications liability by supplying evidence that the Equipment and/or
incorporated by reference herein;and material was properly constructed, manufactured,
f) All other attachments incorporated in the Contract by packaged, and secured to withstand normal
referencetransportation conditions.
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GSPD-4011T-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
14. DELIVERY: The Contractor shall strictly adhere to the Deliverables do not substantially conform to their
delivery and completion schedules specified in this Contract. specifications. If the State does not provide such notice
Time, if stated as a number of days, shall mean calendar of rejection within fifteen (15) days of delivery for
days unless otherwise specified. The quantities specified purchases of Commercial Hardware or Commercial
herein are the only quantities required. If the Contractor Software or thirty (30) days of delivery for all other
delivers in excess of the quantities specified herein,the State purchases, such Deliverables and services will be
shall not be required to make any payment for the excess deemed to have been accepted. Acceptance by the
Deliverables, and may return them to Contractor at State will be final and irreversible,except as it relates to
Contractor's expense or utilize any other rights available to latent defects, fraud, and gross mistakes amounting to
the State at law or in equity. fraud. Acceptance shall not be construed to waive any
warranty rights that the State might have at law or by
15. SUBSTITUTIONS: Substitution of Deliverables may not be express reservation in this Contract with respect to any
tendered without advance written consent of the Buyer. nonconformity.
Contractor shall not use any specification in lieu of those
contained in the Contract without written consent of the 17. SAMPLES:
Buyer. a) Samples of items may be required by the State for
inspection and specification testing and must be
16. INSPECTION,ACCEPTANCE AND REJECTION: Unless furnished free of expense to the State. The samples
otherwise specified in the Statement of Work: furnished must be identical in all respects to the products
a) When acquiring Commercial Hardware or Commercial offered and/or specified in the Contract.
Software, the State shall rely on Contractor's existing b) Samples, if not destroyed by tests, may, upon request
quality assurance system as a substitute for State made at the time the sample is furnished,be returned at
inspection and testing. For all other acquisitions, Contractor's expense.
Contractor and its subcontractors will provide and
maintain a quality assurance system acceptable to the 18. CMAS--WARRANTY: The following warranty language is in
State covering Deliverables and services under this addition to the warranty language provided in the federal GSA
Contract and will tender to the State only those Multiple Award Schedule or other base Contract used to
Deliverables that have been inspected and found to establish this CMAS Contract. When there is a conflict
conform to this Contract's requirements. The Contractor between the language, the following warranty language
will keep records evidencing inspections and their result, overrides.
and will make these records available to the State during a) Unless otherwise specified in the Statement of Work,the
Contract performance and for three years after final warranties in this subsection a) begin upon delivery of
payment. The Contractor shall permit the State to the goods or services in question and end one(1)year
review procedures, practices, processes, and related thereafter. The Contractor warrants that(i)Deliverables
documents to determine the acceptability of Contractor's and services furnished hereunder will substantially
quality assurance System or other similar business conform to the requirements of this Contract (including
practices related to performance of the Contract. without limitation all descriptions, specifications, and
b) All Deliverables may be subject to inspection and test by drawings identified in the Statement of Work),and(II)the
the State or its authorized representatives. Deliverables will be—free from material defects in
c) The Contractor and its subcontractors shall provide all materials and workmanship. Where the parties have
reasonable facilities for the safety and convenience of agreed to design specifications (such as a Detailed
inspectors at no additional cost to the State. The Design Document) and incorporated the same or
Contractor shall furnish to inspectors all information and equivalent in the Statement of Work directly or by
data as may be reasonably required to perform their reference, the Contractor will warrant that its
inspection. Deliverables provide all material functionality required
d) Subject to subsection 16(a)above,all Deliverables may thereby. In addition to the other warranties set forth
be subject to final Inspection,test and acceptance by the herein, where the Contract calls for delivery of
State at destination, notwithstanding any payment or Commercial Software,the Contractor warrants that such
inspection at source. Software will perform in accordance with its license and
e) The State shall give written notice of rejection of accompanying Documentation. The State's approval of
Deliverables delivered or services performed hereunder designs or specifications furnished by Contractor shall
within a reasonable time after receipt of such not relieve the Contractor of its obligations under this
Deliverables or performance of such services. Such warranty.
notice of rejection will state the respects in which the b) The Contractor warrants that Deliverables furnished
hereunder (i) will be free, at the time of delivery, of
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GSPD-401 IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
harmful code(i.e. computer viruses,worms, trap doors, f) EXCEPT FOR THE EXPRESS WARRANTIES
time bombs. disabling code, or any similar malicious SPECIFIED IN THIS SECTION, CONTRACTOR
mechanism designed to interfere with the intended MAKES NO WARRANTIES EITHER EXPRESS OR
operation of, or cause damage to, computers, data, or IMPLIED, INCLUDING WITHOUT LIMITATION ANY
Software); and (N) will not infringe or violate any U.S. IMPLIED WARRANTIES OF MERCHANTABILITY OR
Intellectual Property Right. Without limiting the FITNESS FOR A PARTICULAR PURPOSE.
generality of the foregoing, if the State believes that
harmful code may be present in any Commercial 19. SAFETY AND ACCIDENT PREVENTION: In performing
Software delivered hereunder, the Contractor will, upon work under this Contract on State premises, the Contractor
the State's request, provide a new or clean install of the shall conform to any specific safety requirements contained in
Software. the Contract or as required by law or regulation. The
c) Unless otherwise specified in the Statement of Work: Contractor shall take any additional precautions as the State
(i) The Contractor does not warrant that any Software may reasonably require for safety and accident prevention
provided hereunder is error-free or that it will run purposes. Any violation of such rules and requirements,
without immaterial interruption. unless promptly corrected,shall be grounds for termination of
(ii) The Contractor does not warrant and will have no this Contract in accordance with the default provisions hereof.
responsibility for a claim to the extent that it arises
directly from(A) a modification made by the State,
20. INSURANCE: The Contractor shall maintain all commercial
unless such modification Is approved or directed by
general liability insurance,workers' compensation insurance
the Contractor, (B)use of Software in combination and any other insurance required under the Contract. The
with or on products other than as specified by Contractor shall furnish insurance certificate(s) evidencing
Contractor,or(C)misuse by the State. required insurance coverage acceptable to the State,
(iii) Where the Contractor resells Commercial including endorsements showing the State as an 'additional
Hardware or Commercial Software it purchased insured" if required under Contract. Any required
from a third party, Contractor, to the extent it is endorsements requested by the State must be separately
legally able to do so,will pass through an such third provided; merely referring to such coverage on the
party warranties to the State and will reasonably certificates(s) is insufficient for this purpose. When
cooperate in enforcing them. Such warranty pass- performing work on state owned or controlled property,
through will not relieve the Contractor from Contractor shall provide a waiver of subrogation in favor of
Contractor's warranty obligations set forth above. the State for its workers'compensation policy.
d) All warranties, including special warranties specified 21. TERMINATION FOR NON-APPROPRIATION OF FUNDS:
elsewhere herein, shall inure to the State, its a) If the term of this Contract extends into fiscal years
successors, assigns, customer agencies, and subsequent to that in which it is approved, such
governmental users of the Deliverables or services. continuation of the Contract is contingent on the
e) Except as may be specifically provided in the Statement appropriation of funds for such purpose by the
of Work or elsewhere in this Contract,for any breach of Legislature. If funds to effect such continued payment
the warranties provided in this Section,the State's are not appropriated,the Contractor agrees to take back
exclusive remedy and Contractors sole obligation will be any affected Deliverables furnished under this Contract,
limited to: terminate any services supplied to the State under this
i) re-performance, repair, or replacement of the Contract, and relieve the State of any further obligation
nonconforming Deliverable (including without therefor.
limitation an infringing Deliverable)or service;or b)' The State agrees that if it appears likely that subsection
ii) should the State In its sole discretion consent, a)above will be invoked,the State and Contractor shall
refund of all amounts paid by the State for the agree to take all reasonable steps to prioritize work and
nonconforming Deliverable or service and payment Deliverables and minimize the incurrence of costs prior
to the State of any additional amounts necessary to to the expiration of funding for this Contract.
equal the State's Cost to Cover. "Cost to Cover" c) THE STATE AGREES THAT IF PARAGRAPH a)
means the cost, properly mitigated, of procuring ABOVE IS INVOKED, COMMERCIAL HARDWARE
Deliverables or services of equivalent capability, AND SOFTWARE THAT HAS NOT BEEN PAID FOR
function,and performance. The payment obligation SHALL BE RETURNED TO THE CONTRACTOR IN
in subsection e)(ii)above will not exceed the limits SUBSTANTIALLY THE SAME CONDITION IN WHICH
on Contractor's liability set forth in the Section DELIVERED TO THE STATE, SUBJECT TO NORMAL
entitled"Limitation of Liability." WEAR AND TEAR. THE STATE FURTHER AGREES
TO PAY FOR PACKING, CRATING,
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GSPD-401 IT-CMAS
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
TRANSPORTATION TO CONTRACTOR'S NEAREST A) The reasonable costs incurred in the
FACILITY AND FOR REIMBURSEMENT TO THE performance of the work terminated,
CONTRACTOR FOR EXPENSES INCURRED FOR including Initial costs and preparatory
THEIR ASSISTANCE IN SUCH PACKING AND expenses allocable thereto, but excluding
CRATING. any cost attributable to Deliverables or
services paid or to be paid;
22. TERMINATION FOR THE CONVENIENCE OF THE STATE: B) The reasonable cost of settling and paying
a) The State may terminate performance of work under this termination settlement proposals under
Contract for its convenience in whole or. from time to terminated subcontracts that are properly
time, in part, if the Department of General Services, chargeable to the terminated portion of the
Deputy Director Procurement Division, or designee, Contract;and
determines that a termination is in the State's interest. C) Reasonable storage, transportation,
The Department of General Services, Deputy Director, demobilization, unamortized overhead and
Procurement Division, or designee, shall terminate by capital costs, and other costs reasonably
delivering to the Contractor a Notice of Termination incurred by the Contractor in winding down
specifying the extent of termination and the effective and terminating its work.
date thereof. f) The Contractor will use generally accepted accounting
b) After receipt of a Notice of Termination, and except as principles, or accounting principles otherwise agreed to
directed by the State, the Contractor shall immediately in writing by the parties,and sound business practices in
proceed with the following obligations, as applicable, determining all costs claimed, agreed to, or determined
regardless of any delay in determining or adjusting any under this clause.
amounts due under this clause. The Contractor shall:
(i) Stop work as specified in the Notice of Termination. 23. TERMINATION FOR DEFAULT:
(ii) Place no further subcontracts for materials, a) The State may, subject to the clause titled "Force
services, or facilities, except as necessary to Majeure"and to sub-section d) below, by written notice
complete the continuing portion of the Contract. of default to the Contractor, terminate this Contract in
(iii) Terminate all subcontracts to the extent they relate whole or in part if the Contractor fails to:
to the work terminated. i) Deliver the Deliverables or perform the services
(iv) Settle all outstanding liabilities and termination within the time specified in the Contract or any
settlement proposals arising from the termination of amendment thereto;
subcontracts; ii) Make progress, so that the lack of progress
c) After termination, the Contractor shall submit a final endangers performance of this Contract;or
termination settlement proposal to the State in the form iii) Perform any of the other provisions of this Contract.
and with the information prescribed by the State. The b) The State's right to terminate this Contract under sub-
Contractor shall submit the proposal promptly, but no section a) above, may be exercised only if the failure
later than 90 days after the effective date of termination, constitutes a material breach of this Contract and if the
unless a different time Is provided in the Statement of Contractor does not cure such failure within the time
Work or in the Notice of Termination. frame stated in the State's cure notice,which in no event
d) The Contractor and the State may agree upon the whole will be less than fifteen(15)days,unless the Statement
or any part of the amount to be paid as requested under of Work calls for a different period.
subsection(c)above. c) If the State terminates this Contract in whole or in part
e) Unless otherwise set forth in the Statement of Work, if pursuant to this Section,it may acquire,under terms and
the Contractor and the State fall to agree on the amount in the manner the Buyer considers appropriate,
to be paid because of the termination for convenience, Deliverables or services similar to those terminated,and
the State will pay the Contractor the following amounts; the Contractor will be liable to the State for any excess
provided that in no event will total payments exceed the costs for those Deliverables and services, Including
amount payable to the Contractor if the Contract had without limitation costs third party vendors charge for
been fully performed: Manufacturing Materials (but subject to the clause
(i) The Contract price for Deliverables or services entitled"Limitation of Liability"). However,the Contractor
accepted or retained by the State and not shall continue the work not terminated.
previously paid for, adjusted for any savings on d) If the Contract is terminated for default,the State may
freight and other charges;and require the Contractor to transfer title,or in the case of
(ii) The total of: licensed Software,license,and deliver to the State,as
directed by the Buyer,any:
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GENERAL PROVISIONS - INFORMATION TECHNOLOGY
(i) completed Deliverables, 25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT:
(ii) partially completed Deliverables,and, a) In the event any Deliverables furnished or services
(iii) subject to provisions of sub-section e) below, provided by the Contractor in the performance of the
Manufacturing Materials related to the terminated Contract should fail to conform to the requirements
portion of this Contract. Nothing in this sub-section herein,or to the sample submitted by the Contractor,the
d) will be construed to grant the State rights to State may reject the same,and it shall become the duty
Deliverables that it would not have received had of the Contractor to reclaim and remove the item
this Contract been fully performed. Upon direction promptly or to correct the performance of services,
of the Buyer,the Contractor shall also protect and without expense to the State, and immediately replace
preserve property in its possession in which the all such rejected items with others conforming to the
State has an interest. Contract.
e) The State shall pay Contract price for completed b) In addition to any other rights and remedies the State
Deliverables delivered and accepted and items the State may have, the State may require the Contractor, at
requires the Contractor to transfer under section (d) Contractor's expense,to ship Deliverables via air freight
above. Unless the Statement of Work calls for different
or expedited routing to avoid or minimize actual or
procedures or requires no-charge delivery of materials,
the Contractor and Buyer shall attempt to agree on the potential delay if the delay is the fault of the Contractor.
amount of payment for Manufacturing Materials and c) In the event of the termination of the Contract,either in
other materials delivered and accepted by the State for whole or in part, by reason of default or breach by the
the protection and preservation of the property;provided Contractor,any loss or damage sustained by the State in
that where the Contractor has billed the State for any procuring any items which the Contractor agreed to
such materials, no additional charge will apply. Failure supply shall be borne and paid for by the Contractor(but
to agree will constitute a dispute under the Disputes subject to the clause entitled"Limitation of Liability").
clause. The State may withhold from these amounts any d) The State reserves the right to offset the reasonable cost
sun A determines to be necessary to protect the State of all damages caused to the State against any
against loss because of outstanding liens or claims of outstanding invoices or amounts owed to Contractor or
former lien holders. to make a claim against the Contractor therefore.
f) If, after termination, it is determined by a final decision
that the Contractor was not In default, the rights and 26. LIMITATION OF LIABILITY:
obligations of the parties shall be the same as if the a) Except as may be otherwise approved by the
termination had been Issued for the convenience of the Department of General Services Deputy Director,
State. Procurement Division or their designee, Contractor's
g) Both parties,State and Contractor,upon any termination liability for damages to the State for any cause
for default,have a duty to mitigate the damages suffered whatsoever, and regardless of the form of action,
by it. whether in Contract or In tort, shall be limited to the
h) The rights and remedies of the State in this clause are in Purchase Price. For purposes of this sub section a),
addition to any other rights and remedies provided by "Purchase Price'will mean the aggregate Contract price;
law or under this Contract,and are subject to the clause except that, with respect to a Contract under which
titled"Limitation of Liability." multiple purchase orders will be issued (e.g., a Master
Agreement or Multiple Award Schedule Contract),
24. FORCE MAJEURE: Except for defaults of subcontractors at Purchase Price' will mean the total price of the
any tier, the Contractor shall not be liable for any excess purchase order for the Deliverable(s) or service(s)that
costs if the failure to perform the Contract arises from causes gave rise to the loss, such that Contractor will have a
beyond the control and without the fault or negligence of the separate limitation of liability for each purchase order.
Contractor. Examples of such causes include, but are not b) The foregoing limitation of liability shall not apply (i) to
limited to: any liability under the General Provisions entitled
a) Acts of God or of the public enemy,and "Compliance with Statutes and Regulations"; (ii) to
b) Acts of the federal or State government in either its liability under the General Provisions entitled "Patent,
sovereign or contractual capacity. Copyright, and Trade Secret Indemnity"or to any other
liability (including without limitation indemnification
If the failure to perform is caused by the default of a obligations) for infringement of third party intellectual
subcontractor at any tier, and if the cause of the default is property rights; (iii) to claims arising under provisions
beyond the control of both the Contractor and subcontractor, herein calling for indemnification for third party claims
and without the fault or negligence of either, the Contractor against the State for death, bodily injury to persons or
shall not be liable for any excess costs for failure to perform. damage to real or tangible personal property caused by
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Contractor's negligence or willful misconduct; or (iv) to b) The Contractor will have sole control of the defense of
costs or attorney's fees that the State becomes entitled any action on such claim and all negotiations for its
to recover as a prevailing party in-any action. settlement or compromise; provided that (i) when
c) The State's liability for damages for any cause substantial principles of government or public law are
whatsoever, and regardless of the form of action, involved,when litigation might create precedent affecting
whether in Contract or in tort, shall be limited to the future State operations or liability, or when involvement
Purchase Price,as that term is defined in subsection a) of the State is otherwise mandated by law, the State
above. Nothing herein shall be construed to waive or may participate in such action at its own expense with
limit the State's sovereign immunity or any other respect to attorneys'fees and costs(but not liability);(ii)
immunity from suit provided by law. where a settlement would impose liability on the State,
d) In no event will either the Contractor or the State be affect principles of California government or public law,
liable for consequential, incidental, indirect, special, or or impact the authority of the State, the Department of
punitive damages,even if notification has been given as General Services will have the right to approve or
to the possibility of such damages, except (i) to the disapprove any settlement or compromise, which
extent that Contractor's liability for such damages is approval will not unreasonably be withheld or delayed;
specifically set forth in the Statement of Work or(ii) to and (iii) the State will reasonably cooperate in the
the extent that Contractor's liability for such damages defense and in any related settlement negotiations.
arises out of sub-section b)(i),b)(ii),or b)(Iv)above.
29. INVOICES: Unless otherwise specified, invoices shall be
27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS sent to the address set forth herein. Invoices shall be
OR DAMAGE TO PROPERTY: submitted in triplicate and shall include the Contract number,
a) The Contractor shall be liable for damages arising out of release order number(if applicable);item number,unit price,
injury to the person and/or damage to the property of the extended item price and invoice total amount. State sales tax
State, employees of the State, persons designated by and/or use tax shall be itemized separately and added to
the State for training, or any other person(s) other than each invoice as applicable.
agents or employees of the Contractor, designated by
the State for any purpose,prior to,during,or subsequent 30. REQUIRED PAYMENT DATE: Payment will be made in
to delivery, installation, acceptance, and use of the accordance with the provisions of the California Prompt
Deliverables either at the Contractor's site or at the Payment Act,Government Code Section 927 et.seq. Unless
State's place of business, provided that the injury or expressly exempted by statute, the Act requires State
damage was caused by the fault or negligence of the
Contractor. agencies to pay properly submitted, undisputed invoices not
more than 45 days after (I) the date of acceptance of
b) The Contractor shall not be liable for damages arising Deliverables or performance of services; or(ii) receipt of an
out of or caused by an alteration or an Attachment not undisputed invoice,whichever is later.
made or installed by the Contractor, or for damage to
alterations or Attachments that may result from the 31. TAXES: Unless otherwise required by law, the State of
normal operation and maintenance of the Deliverables California is exempt from Federal excise taxes. The State will
provided by the Contractor during the Contract. only pay for any State or local sales or use taxes on the
services rendered or Goods supplied to the State pursuant to
28. INDEMNIFICATION: The Contractor agrees to indemnify, this Contract.
defend and save harmless the State, its officers, agents and
employees from any and all third party claims, costs 32. NEWLY MANUFACTURED GOODS: All Goods furnished
(including without limitation reasonable attorneys' fees), and under this Contract shall be newly manufactured Goods or
losses due to the injury or death of any individual,or the loss certified as new and warranted as new by the manufacturer;
or damage to any real or tangible personal property,resulting used or reconditioned Goods are prohibited,unless otherwise
from the willful misconduct or negligent acts or omissions of specified.
the Contractor or any of its affiliates, agents,subcontractors,
employees, suppliers, or laborers furnishing or supplying 33. CONTRACT MODIFICATION: No amendment or variation of
work, services, materials, or supplies in connection with the the terms of this Contract shall be valid unless made in
performance of this Contract. Such defense and payment will writing, signed by the parties and approved as required. No
be conditional upon the following: oral understanding or agreement not incorporated in the
a) The State will notify the Contractor of any such claim in Contract is binding on any of the parties.
writing and tender the defense thereof within a
reasonable time;and 34. CONFIDENTIALITY OF DATA: All financial, statistical,
personal,technical and other data and information relating to
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the State's operation which are designated confidential by the Contractor's copyright notice on any such
State and made available to the Contractor in order to carry Documentation reproduced, In accordance with
out this Contract,or which become available to the Contractor copyright instructions to be provided by the Contractor.
in carrying out this Contract, shall be protected by the
Contractor from unauthorized use and disclosure through the 37. RIGHTS IN WORK PRODUCT:
observance of the same or more effective procedural a) All Inventions, discoveries, intellectual property,
requirements as are applicable to the State. The technical communications and records originated or
identification of all such confidential data and Information as prepared by the Contractor pursuant to this Contract
well as the State's procedural requirements for protection of including papers, reports, charts, computer programs,
such data and information from unauthorized use and and other Documentation or improvements thereto,and
disclosure shall be provided by the State in writing to the including Contractor's administrative communications
Contractor. If the methods and procedures employed by the and records relating to this Contract (collectively, the
Contractor for the protection of the Contractor's data and 'Work Product"), shall be Contractor's exclusive
information are deemed by the State to be adequate for the property. The provisions of this sub-section a)may be
protection of the State's confidential information, such revised in a Statement of Work.
methods and procedures may be used, with the written b) Software and other materials developed or otherwise
consent of the State.to carry out the intent of this paragraph. obtained by or for Contractor or its affiliates
The Contractor shall not be required under the provisions of independently of this Contract or applicable purchase
this paragraph to keep confidential any data or information order("Pre-Existing Materials")do not constitute Work
which is or becomes publicly available,is already rightfully in Product. If the Contractor creates derivative works of
the Contractor's possession without obligation of Pre-Existing Materials,the elements of such derivative
confidentiality, is Independently developed by the Contractor works created pursuant to this Contract constitute Work
outside the scope of this Contract, or is rightfully obtained Product, but other elements do not. Nothing in this
from third parties. Section 37 will be construed to interfere with
Contractor's or its affiliates' ownership of Pre-Existing
35. NEWS RELEASES: Unless otherwise exempted, news Materials.
releases, endorsements, advertising, and social media c) The State will have Government Purpose Rights to the
content pertaining to this Contract shall not be made without Work Product as Deliverable or delivered to the State
prior written approval of the Department of General Services. hereunder. "Government Purpose Rights" are the
unlimited, irrevocable, worldwide, perpetual, royalty-
36. DOCUMENTATION free, non-exclusive rights and licenses to use, modify,
a) The Contractor agrees to provide to the State, at no reproduce, perform, release, display, create derivative
charge, all Documentation as described within the works from, and disclose the Work Product.
Statement of Work,and updated versions thereof,which "Government Purpose Rights"also include the right to
are necessary or useful to the State in Its use of the release or disclose the Work Product outside the State
Equipment or Software provided hereunder. The for any State government purpose and to authorize
Contractor agrees to provide additional Documentation recipients to use,modify, reproduce, perform, release,
at prices not in excess of charges made by the display, create derivative works from, and disclose the
Contractor to Its other customers for similar Work Product for any State government purpose. Such
Documentation. recipients of the Work Product may include, without
b) If the Contractor is unable to perform maintenance or the limitation, State Contractors, California local
State desires to perform its own maintenance on governments, the U.S. federal government, and the
Equipment purchased under this Contract then upon State and local governments of other states.
written notice by the State the Contractor will provide at "Government Purpose Rights"do not include any rights
Contractor's then current rates and fees adequate and to use, modify, reproduce, perform, release, display,
reasonable assistance including relevant Documentation create derivative works from, or disclose the Work
to allow the State to maintain the Equipment based on Product for any commercial purpose.
Contractor's methodology. The Contractor agrees that d) The ideas,concepts, know-how,or techniques relating
the State may reproduce such Documentation for its own to data processing,developed during the course of this
use in maintaining the Equipment. If the Contractor is Contract by the Contractor or jointly by the Contractor
unable to perform maintenance,the Contractor agrees to and the State may be used by either party without
license any other Contractor that the State may have obligation of notice or accounting.
hired to maintain the Equipment to use the above noted e) This Contract shall not preclude the Contractor from
Documentation. The State agrees to include the developing materials outside this Contract that are
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competitive, irrespective of their similarity to materials 40.• RIGHT TO COPY OR MODIFY:
which might be delivered to the State pursuant to this a) Any Software Product provided by the Contractor in
Contract. machine-readable form may be copied, in whole or in
part,in printed or machine-readable form for use by the
38. SOFTWARE LICENSE: Unless otherwise specified in the State with the designated CPU, to perform one-time
Statement of Work,the Contractor hereby grants to the State benchmark tests, for archival or emergency restart
and the State accepts from the Contractor, subject to the purposes, to replace a worn copy, to understand the
terms and conditions of this Contract, a perpetual, contents of such machine-readable material,or to modify
irrevocable, royalty-free, non-exclusive, license to use the the Software Product as provided below, provided.
Software Products in this Contract(hereinafter referred to as however,that no more than the number of printed copies
'Software Products"). and machine-readable copies as specified in the
a) The State may use the Software Products in the conduct Statement of Work wit be in existence under this
of its own business,and any division thereof Contract at any time without prior consent of the
b) The license granted above authorized the State to use Contractor. Such consent shall not be unreasonably
the Software Products in machine-readable form on the withheld by the Contractor. The original,and any copies
Computer System located at the site(s)specified in the of the Software Product, in whole or in part, which are
Statement of Work. Said Computer System and its made hereunder shall be the property of the Contractor.
associated units(collectively referred to as CPU)are as b) The State may modify any non-personal computer
designated in the Statement of Work. If the designated Software Product,in machine-readable form,for its own
CPU Is inoperative due to malfunction,the license herein use and merge it into other program material. Any
granted shall be temporarily extended to authorize the portion of the Software Product included in any merged
State to use the Software Products, in machined- program material shall be used only on the designated
readable form, on any other State CPU until the CPUs and shall be subject to the terms and conditions of
designated CPU is returned to operation. the Contract.
c) By prior written notice, the State may redesignate the
CPU in which the Software Products are to be used 41. FUTURE RELEASES: Unless otherwise specifically
provided that the redesignated CPU is substantially provided in the Contract, or the Statement of Work, if
similar in size and scale at no additional cost. The improved versions, e.g., patches, bug fixes, updates or
redesignation shall not be limited to the original site and releases. of any Software Product are developed by the
will be effective upon the date specified in the notice of contractor, and are made available to other licensees, they
redesignation. will be made available to the State at no additional cost only if
d) Acceptance of Commercial Software (including third such are made available to other licensees at no additional
party Software) and Custom Software will be governed cost. If the Contractor offers new versions or upgrades to the
by the terms and conditions of this Contract. Software Product,they shall be made available to the State at
the State's option at a price not greater than the Contract
39. PROTECTION OF PROPRIETARY SOFTWARE AND price plus a price increase proportionate to the increase from
OTHER PROPRIETARY DATA: The State agrees that all the list price of the original version to that of the new version,
material appropriately marked or identified in writing as If any. If the Software Product has no list price, such price
proprietary,and furnished hereunder are provided for State's increase will be proportionate to the increase in average price
exclusive use for the purposes of this Contract only. All such from the original to the new version, if any, as estimated by
proprietary data shall remain the property of the Contractor. the Contractor in good faith.
The State agrees to take all reasonable steps to insure that
such proprietary data are not disclosed to others,without prior 42. ENCRYPTION/CPU ID AUTHORIZATION CODES:
written consent of the Contractor, subject to the California a) When Encryption/CPU Identification (ID) authorization
Public Records Act. The State will insure,prior to disposing codes are required to operate the Software Products,the
of any media,that any licensed materials contained thereon Contractor will provide all codes to the State with
have been erased or otherwise destroyed. The State agrees delivery of the Software.
that it will take appropriate action by instruction,agreement or b) In case of an inoperative CPI,the Contractor will provide
otherwise with its employees or other persons permitted a temporary encryption/CPU ID authorization code to the
access to licensed software and other proprietary data to State for use on a temporarily authorized CPU until the
satisfy its obligations under this Contract with respect to use, designated CPU is retumed to operation.
copying, modification, protection and security of proprietary c) When changes in designated CPUs occur,the State will
software and other proprietary data. notify the Contractor via telephone and/or facsimile/e-
mail of such change. Upon receipt of such notice,the
Contractor will issue via telephone and/or facsimile/e-
,
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mail to the State within 24 hours,a temporary encryption the Deliverables, or to replace or modify the same so
ID authorization code for use on the newly designated that they become non-infringing. If none of these
CPU until such time as permanent code is assigned. options can reasonably be taken, or if the use of such
Deliverables by the State shall be prevented by
43. PATENT,COPYRIGHT AND TRADE SECRET INDEMNITY: injunction, the Contractor agrees to take back such
a) Contractor will indemnify,defend,and save harmless the Deliverables and make every reasonable effort to assist
State,its officers,agents,and employees,from any and the State in procuring substitute Deliverables. If, In the
all third party claims, costs (including without limitation sole opinion of the State, the return of such infringing
reasonable attorneys'fees), and losses for Infringement Deliverables makes the retention of other Deliverables
or violation of any U.S.Intellectual Property Right by any acquired from the Contractor under this Contract
product or service provided hereunder. With respect to impractical, the State shall then have the option of
claims arising from computer Hardware or Software terminating such Contracts, or applicable portions
manufactured by a third party and sold by Contractor as thereof, without penalty or termination charge. The
a reseller,Contractor will pass through to the State such Contractor agrees to take back such Deliverables and
indemnity rights as it receives from such third party refund any sums the State has paid Contractor less any
("Third Party Obligation")and will cooperate in enforcing reasonable amount for use or damage.
them;provided that if the third party manufacturer fails to c) The Contractor shall have no liability to the State under
honor the Third Party Obligation,Contractor will provide any provision of this clause with respect to any claim of
the State with indemnity protection equal to that called patent, copyright or trade secret infringement which is
for by the Third Party Obligation,but in no event greater based upon:
than that called for in the first sentence of this Section. (i) The combination or utilization of Deliverables
The provisions of the preceding sentence apply only to furnished hereunder with Equipment, Software or
third party computer Hardware or Software sold as a devices not made or furnished by the Contractor;
distinct unit and accepted by the State. or,
Unless a Third Party Obligation provides otherwise,the (ii) The operation of Equipment furnished by the
defense and payment obligations set forth in this Section Contractor under the control of any Operating
will be conditional upon the following: Software other than, or in addition to, the current
I) The State will notify the Contractor of any such claim version of Contractor-supplied Operating Software;
in writing and tender the defense thereof within a or
reasonable time;and (iii) The modification initiated by the State, or a third
il) The Contractor will have sole control of the defense party at the State's direction, of any Deliverable
of any action on such claim and all negotiations for furnished hereunder;or
its settlement or compromise;provided that(a)when (iv) The combination or utilization of Software furnished
substantial principles of government or public law are hereunder with non-Contractor supplied Software.
involved, when litigation might create precedent d) The Contractor certifies that it has appropriate systems
affecting future State operations or liability,or when and controls in place to ensure that State funds will not
involvement of the State is otherwise mandated by be used in the performance of this Contract for the
law, the State may participate in such action at its acquisition, operation or maintenance of computer
own expense with respect to attorneys' fees and Software in violation of copyright laws.
costs(but not liability);(b)where a settlement would
Impose liability on the State, affect principles of 44. DISPUTES:
California government or public law, or impact the a) The parties shall deal in good faith and attempt to
authority of the State, the Department of General resolve potential disputes informally. If the dispute
Services will have the right to approve or disapprove persists, the Contractor shall submit to the Department
any settlement or compromise, which approval will Director or designee a written demand for a final
not unreasonably be withheld or delayed;and(c)the decision regarding the disposition of any dispute
State will reasonably cooperate in the defense and in between the parties arising under,related to or involving
any related settlement negotiations. this Contract. Contractor's written demand shall be fully
b) Should the Deliverables, or the operation thereof, supported by factual information, and if such demand
become, or in the Contractor's opinion are likely to involves a cost adjustment to the Contract, Contractor
become, the subject of a claim of infringement or shall include with the demand a written statement signed
violation of a U.S. Intellectual Property Right,the State by an authorized person indicating that the demand is
shall permit the Contractor at its option and expense made in good faith,that the supporting data are accurate
either to procure for the State the right to continue using and complete and that the amount requested accurately
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reflects the Contract adjustment for which Contractor The final decision shall be conclusive and binding
believes the State is liable.The contracting Department regarding the dispute unless the Contractor commences
Director or designee shad have 30 days after receipt of an action in a court of competent jurisdiction to contest
Contractor's written demand invoking this Section such decision within 90 days following the date of the
"Disputes' to render a written decision. If a written final decision or one(1)year following the accrual of the
decision is not rendered within 30 days after receipt of cause of action, whichever is later. The dates of
contractors demand, it shall be deemed a decision decision and appeal in this section may be modified by
adverse to the Contractor's contention. If the Contractor mutual consent, as applicable, excepting the time to
is not satisfied with the decision of the Department commence an action in a court of competent jurisdiction.
Director or designee, the Contractor may appeal the
decision,in writing,within 15 days of Its issuance(or the 45. STOP WORK:
expiration of the 30 day period in the event no decision a) The State may.at any time,by written Stop Work Order
is rendered by the contracting department), to the to the Contractor, require the Contractor to stop all, or
Department of General Services, Deputy Director, any part, of the work called for by this Contract for a
Procurement Division,who shall have 45 days to render period up to 45 days after the Stop Work Order is
a final decision. If the Contractor does not appeal the delivered to the Contractor,and for any further period to
decision of the contracting Department Director or which the parties may agree. The Stop Work Order shall
designee, the decision shall be conclusive and binding be specifically identified as such and shall indicate it is
regarding the dispute and the Contractor shall be barred issued under this clause. Upon receipt of the Stop Work
from commencing an action in court,or with the Victims Order, the Contractor shall immediately comply with its
Compensation Government Claims Board,for failure to terms and take all reasonable steps to minimize the
exhaust Contractor's administrative remedies. incurrence of costs allocable to the work covered by the
b) Pending the final resolution of any dispute arising under, Stop Work Order during the period of work stoppage.
related to or involving this Contract,Contractor agrees to Within a period of 45 days after a Stop Work Order is
diligently proceed with the performance of this Contract, delivered to the Contractor, or within any extension of
including the delivery of Goods or providing of services that period to which the parties shall have agreed, the
In accordance with the State's instructions regarding this State shall either:
Contract. Contractor's failure to diligently proceed in (i) Cancel the Stop Work Order,or
accordance with the State's instructions regarding this (ii) Terminate the work covered by the Stop Work
Contract shall be considered a material breach of this Order as provided for in the termination for default
Contract. or the termination for convenience clause of this
c) Any final decision of the State shall be expressly Contract
identified as such,shall be in writing,and shall be signed b) If a Stop Work Order issued under this clause is
by the Deputy Director, Procurement Division if an canceled or the period of the Stop Work Order or any
appeal was made. If the Deputy Director,Procurement extension thereof expires, the Contractor shall resume
Division falls to render a final decision within 45 days work. The State shall make an equitable adjustment in
after receipt of Contractor's demand,it shall be deemed the delivery schedule, the Contract price, or both, and
a final decision adverse to Contractor's contentions. The the Contract shall be modified,in writing,accordingly,if:
State's final decision shall be conclusive and binding (I) The Stop Work Order results in an Increase in the
regarding the dispute unless Contractor commences an time required for, or in the Contractor's cost
action in a court of competent jurisdiction to contest such properly allocable to the performance of any part of
decision within 90 days following the date of the final this Contract;and
decision or one (1) year following the accrual of the (ii) The Contractor asserts its right to an equitable
cause of action,whichever is later. adjustment within 60 days after the end of the
d) For disputes Involving purchases made by the period of work stoppage;provided,that if the State
Department of General Services,Procurement Division, decides the facts justify the action, the State may
the Contractor shall submit to the Department Director or receive and act upon a proposal submitted at any
designee a written demand for a final decision, which time before final payment under this Contract.
shall be fully supported in the manner described in the c) If a Stop Work Order is not canceled and the work
subsection a above. The Department Director or covered by the Stop Work Order is terminated in
designee shall have 30 days to render a final decision. If accordance with the provision entitled Termination for
a final decision is not rendered within 30 days after the Convenience of the State, the State shall allow
receipt of the Contractor's demand,it shall be deemed a reasonable costs resulting from the Stop Work Order in
final decision adverse to the Contractor's contention. arriving at the termination settlement.
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d) The State shall not be liable to the Contractor for loss of Contractor. Control exists when an entity owns or
profits because of a Stop Work Order issued under this directs more than fifty percent (50%) of the
clause. outstanding shares or securities representing the
right to vote for the election of directors or other
46. EXAMINATION AND AUDIT: Contractor agrees that the managing authority.
State, or Its designated representative shall have the right to c) To the extent permissible by law, the Director of the
review and copy any records and supporting documentation Department of General Services, or designee. may
pertaining to performance of this Contract. The Contractor waive the restrictions set forth in this Section by written
agrees to maintain such records for possible audit for a notice to the Contractor If the Director determines their
minimum of three (3) years after final payment, unless a application would not be in the State's best interest.
longer period of records retention is stipulated. The Except as prohibited by law, the restrictions of this
Contractor agrees to allow the auditor(s) access to such Section will not apply:
records during normal business hours and in such a manner
(I) to follow-on advice given by vendors of commercial
so as to not interfere unreasonably with normal business
off-the-shelf products, including Software and
activities and to allow interviews of any employees or others
Hardware, on the operation, Integration, repair, or
who might reasonably have information related to such
records. Further, Contractor agrees to include a similar right maintenance of such products after sale;or
(ii) where the State has entered Into a master
of the State to audit records and interview staff in any
subcontract related to performance of this Contract. The agreement workatfor Software Contractr services and the scope
State shall provide reasonable advance written notice of such of work for the time aomexecution expresslyh
audit(s)to the Contractor. calls future recommendations among the
Contractor's own products.
d) The restrictions set forth in this Section are in addition to
47. FOLLOW-ON CONTRACTS:
a) If the Contractor or its affiliates provides Technical conflict of interest restrictionsialw (" imposedLon Inpthe
Consulting and Direction (as defined below), the Contractors by California law ("Conflict Laws`). In the
event of any inconsistency,such Conflict Laws override
Contractor and its affiliates:
the provisions
(i) will not be awarded a subsequent Contract to executtionion of this Section, even if enacted after
ofthis Contract.
supply the service or system, or any significant
component thereof,that is used for or in connection 48. PRIORITY HIRING CONSIDERATIONS: If this Contract
with any subject of such Technical Consulting and includes services in excess of$200,000,the Contractor shall
Direction;and give priority consideration in filling vacancies in positions
(ii) will not act as consultant to any person or entity funded by the Contract to qualified recipients of aid under
that does receive a Contract described in sub- Welfare and Institutions Code Section 11200 in accordance
section(i). This prohibition will continue for one(1) with PCC Section 10353.
year after termination of this Contract or completion
of the Technical Consulting and Direction, 49. COVENANT AGAINST GRATUITIES: The Contractor
whichever comes later. warrants that no gratuities(in the form of entertainment,gifts,
b) "Technical Consulting and Direction'means services for or otherwise)were offered or given by the Contractor,or any
which the Contractor received compensation from the agent or representative of the Contractor, to any officer or
State and includes: employee of the State with a view toward securing the
(i) development of or assistance in the development of Contract or securing favorable treatment with respect to any
work statements, specifications, solicitations, or determinations concerning the performance of the Contract.
feasibility studies; For breach or violation of this warranty,the State shall have
(ii) development or design of test requirements; the right to terminate the Contract,either In whole or in part,
(iii) evaluation of test data; and any loss or damage sustained by the State in procuring
(iv) direction of or evaluation of another Contractor, on the open market any items which Contractor agreed to
(v) provision of formal recommendations regarding the supply shall be borne and paid for by the Contractor. The
acquisition of Information Technology products or rights and remedies of the State provided in this clause shall
services;or not be exclusive and are in addition to any other rights and
(vi) provisions of formal recommendations regarding remedies provided by law or in equity.
any of the above. For purposes of this Section,
"affiliates"are employees, directors, partners,Joint 50. NONDISCRIMINATION CLAUSE:
venture participants, parent corporations, a) During the performance of this Contract, the Contractor
subsidiaries, or any other entity controlled by, and its subcontractors shall not unlawfully discriminate,
controlling, or under common control with the
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harass or allow harassment, against any employee or assigned under this chapter, the assignor shall be
applicant for employment because of sex, sexual entitled to receive reimbursement for actual legal costs
orientation, race, color, ancestry, religious creed, incurred and may,upon demand,recover from the State
national origin, disability (including HIV and AIDS), any portion of the recovery, including treble damages,
medical condition (cancer), age, marital status, and attributable to overcharges that were paid by the
denial of family care leave. The Contractor and assignor but were not paid by the State as part of the
subcontractors shall insure that the evaluation and offer price, less the expenses incurred in obtaining that
treatment of their employees and applicants for portion of the recovery.
employment are free from such discrimination and c) Upon demand in writing by the assignor, the assignee
harassment. The Contractor and subcontractors shall shall, within one year from such demand, reassign the
comply with the provisions of the Fair Employment and cause of action assigned under this part if the assignor
Housing Act(Government Code,Section 12990 et seq.) has been or may have been injured by the violation of
and the applicable regulations promulgated thereunder law for which the cause of action arose and
(California Code of Regulations,Title 2, Section 7285.0 (i) the assignee has not been injured thereby,or
et seq.). The applicable regulations of the Fair (II) the assignee declines to file a court action for the
Employment and Housing Commission implementing cause of action.
Government Code Section 12990 (a-f), set forth in
Chapter 5 of Division 4 of Title 2 of the California Code 53. DRUG-FREE WORKPLACE CERTIFICATION: The
of Regulations are incorporated into this Contract by Contractor certifies under penalty of perjury under the laws of
reference and made a part hereof as if set forth in full. the State of California that the Contractor will comply with the
The Contractor and Its subcontractors shall give written requirements of the Drug-Free Workplace Act of 1990
notice 0t their obligations under this clause to labor (Government Code Section 8350 et seq.) and will provide a
organizations with which they have a collective drug-free workplace by taking the following actions:
bargaining or other agreement. a) Publish a statement notifying employees that unlawful
b) The Contractor shall include the nondiscrimination and manufacture, distribution, dispensation, possession, or
compliance provisions of this clause in all subcontracts use of a controlled substance is prohibited and
to perform work under the Contract. specifying actions to be taken against employees for
violations, as required by Government Code Section
51. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: 8355(a).
The Contractor swears under penalty of perjury that no more b) Establish a Drug-Free Awareness Program as required
than one final,unappealable finding of contempt of court by a by Government Code Section 8355(b) to inform
federal court has been issued against the Contractor within employees about all of the following:
the immediately preceding two-year period because of the (i) the dangers of drug abuse in the workplace;
Contractor's failure to comply with an order of the National (ii) the person's or organization's policy of maintaining
Labor Relations Board. This provision is required by, and a drug-free workplace;
shall be construed in accordance with,PCC Section 10296. (iii) any available counseling, rehabilitation and
employee assistance programs;and,
52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to (iv) penalties that may be imposed upon employees for
Government Code Sections 4552, 4553, and 4554, the drug abuse violations.
following provisions are incorporated herein: c) Provide, as required by Government Code Section
a) In submitting an offer to the State.the'supplier offers and 8355(c), that every employee who works on the
agrees that if the offer is accepted, it will assign to the proposed or resulting Contract:
State all rights,title,and interest in and to all causes of (I) will receive a copy of the company's drug-free
action it may have under Section 4 of the Clayton Act policy statement;and,
(15 U.S.C. 15) or under the Cartwright Act(Chapter 2, (ii) will agree to abide by the terms of the company's
commencing with Section 16700.of Part 2 of Division 7 statement as a condition of employment on the
of the Business and Professions Code), arising from Contract
purchases of Goods,material or other items,or services
by the supplier for sale to the State pursuant to the 54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants
solicitation. Such assignment shall be made and that it will provide only Four-Digit Date Compliant(as defined
become effective at the time the State tenders final below)Deliverables and/or services to the State. "Four Digit
payment to the supplier. Date Compliant Deliverables and services can accurately
b) If the State receives, either through judgment or process, calculate, compare, and sequence date data,
settlement, a monetary recovery for a cause of action including without limitation date data arising out of or relating
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GSPD-401 IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
to leap years and changes In centuries. This warranty and a) The Contractor recognizes the importance of child and
representation is subject to the warranty terms and family support obligations and shall fully comply with all
conditions of this Contract and does not limit the generality applicable State and federal laws relating to child and
of warranty obligations set forth elsewhere herein. family support enforcement,including,but not limited to,
disclosure of information and compliance with earnings
55. SWEATFREE CODE OF CONDUCT: assignment orders, as provided in Chapter 8
a) Contractor declares under penalty of perjury that no (commencing with Section 5200)of Part 5 of Division 9
equipment,materials, or supplies furnished to the State of the Family Code:and
pursuant to the Contract have been produced in whole b) The Contractor, to the best of its knowledge is fully
or in part by sweatshop labor,forced labor,convict labor, complying with the earnings assignment orders of al!
indentured labor under penal sanction,abusive forms of employees and is providing the names of all new
child labor or exploitation of children in sweatshop labor, employees to the New Hire Registry maintained by the
or with the benefit of sweatshop labor, forced labor, California Employment Development Department.
convict labor, indentured labor under penal sanction,
abusive forms of child labor or exploitation of children in 58. AMERICAN WITH DISABILITIES ACT: The Contractor
sweatshop tabor. Contractor further declares under assures the State that the Contractor complies with the
penalty of perjury that they adhere to the Sweatfree Americans with Disabilities Act of 1990(42 U.S.C. 12101 et
Code of Conduct as set forth on the California
seq.).
Department of Industrial Relations website located at
www.dir.ca.00v.and Public Contract Code Section 6108. 59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The
b) Contractor agrees to cooperate fully in providing Contractor certifies that it complies with the applicable
reasonable access to its records,documents, agents or
requirements of the Electronic Waste Recycling Act of 2003,
employees, or premises if reasonably required by Chapter 8.5.Part 3 of Division 30,commencing with Section
authorized officials of the State, the Department of 42460 of the Public Resources Code. The Contractor shall
Industrial Relations, or the Department of Justice to maintain documentation and provide reasonable access to its
determine Contractors compliance with the records and documents that evidence compliance.
requirements under paragraph(a).
60. USE TAX COLLECTION: In accordance with PCC Section
56. RECYCLED CONTENT REQUIREMENTS: The Contractor 10295.1, the Contractor certifies that it complies with the
shall certify in writing under penalty of perjury,the minimum,If requirements of Section 7101 of the Revenue and Taxation
not exact,percentage of postconsumer material as defined in
the Public Contract Code (PCC) Section 12200-12209, in Code. Contractor further certifies that it will immediately
advise the State of any change in its retailer's seller's permit
products,materials,goods,or supplies offered or sold to the or certification of registration or applicable affiliate's seller's
State that fall under any of the statutory categories regardless
of whether the product meets the requirements of Section permit certificateregistration as described in subdivision
12209. The certification shall be provided by the contractor, (a)of PCC C Seectionn100 29955.1.
even if the product or good contains no postconsumer 61. EXPATRIATE CORPORATIONS: Contractor hereby
recycled material, and even if the postconsumer content is declares that It is not an expatriate corporation or subsidiary
unknown. With respect to printer or duplication cartridges of an expatriate corporation within the meaning of PCC
that comply with the requirements of Section 12156(e), the Sections 10286 and 10286.1, and is eligible to Contract with
certification required by this subdivision shall specify that the the State.
cartridges so comply (PCC 12205 (b)(2)). A state agency
contracting officer may waive the certification requirements if 62. DOMESTIC PARTNERS: For Contracts over $100,000
the percentage of postconsumer material in the products, executed or amended after January 1, 2007, the Contractor
materials, goods, or supplies can be verified in a written certifies that the Contractor is in compliance with Public
advertisement.including,but not limited to.a product label,a Contract Code Section 10295.3.
catalog, or a manufacturer or vendor Internet web site.
Contractors are to use, to the maximum extent economically 63. SMALL BUSINESS PARTICIPATION AND DVBE
feasible in the performance of the contract work, recycled PARTICIPATION REPORTING REQUIREMENTS:
content products(PCC 12203(d)). a) If for this Contract the Contractor made a commitment to
achieve small business participation, then Contractor
57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in must within 60 days of receiving final payment under this
excess of $100,000, the Contractor acknowledges In Contract (or within such other time period as may be
accordance with PCC Section 7110,that: specified elsewhere in this Contract) report to the
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GSPD-401 IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
awarding department the actual percentage of small of the California Labor Code,applicable to the classes of
business participation that was achieved. (Govt.Code§ labor to be used for public works such as at the delivery
14841.) site for the assembly and installation of the equipment or
b) If for this Contract Contractor made a commitment to materials under the purchase order. Pursuant to Section
achieve disabled veteran business enterprise (DVBE) 1770 of the California Labor Code, the Department of
participation, then Contractor must within 60 days of Industrial Relations has ascertained the general
receiving final payment under this Contract (or within prevailing rate of wages in the county in which the work
such other time period as may be specified elsewhere in is to be done, to be as listed in the booklet entitled
this Contract) certify in a report to the awarding General Prevailing Wage Rates. The booklet is
department: (1) the total amount the prime Contractor compiled monthly and copies of the same are available
received under the Contract;(2)the name and address from the Department of industrial Relations, Prevailing
of the DVBE(s) that participated in the performance of Wage Unit at www.dir.ca.aov (select Statistics &
the Contract; (3)the amount each DVBE received from Research)or(415)703-4774. The booklet is required to
the prime Contractor; (4) that all payments under the be posted at the job site.
Contract have been made to the DVBE; and (5) the c) The Contractor hereby certifies by signing this Contract
actual percentage of DVBE participation that was that:
achieved. A person or entity that knowingly provides I) Contractor has met or will comply with the
false information shall be subject to a civil penalty for standards of affirmative compliance with the Non-
each violation. (Mil. & Vets. Code § 999.5(d); Discrimination Clause Requirements included
Govt.Code§14841.) herein;
ii) Contractor is aware of the provisions of Section
64. LOSS LEADER: It is unlawful for any person engaged in 3700 of the Labor Code that require every
business within this state to sell or use any article or product employer to be insured against liability for
as a loss leader"as defined in Section 17030 of the Business workmen's compensation or to undertake self-
and Professions Code. (PCC 12104.5(b).). insurance in accordance with the provisions of that
Code, and Contractor will comply with such
ADDITIONAL CMAS TERMS AND CONDITIONS provisions before commencing the performance of
the work of the purchase order.
65. CMAS—CONTRACTOR'S LICENSE REQUIREMENTS: d) Laws to be Observed
Contracts that include installation or the wording"Furnish and i) Labor
Install"require at the time of Contract award that Contractors Pursuant to Section 1775 of the California Labor
possess a valid California State Contractor's License. If sub- Code the Contractor shall,as a penalty to the State
Contractors are used, they must also possess a valid or Political subdivision on whose behalf the purchase
California State Contractor's License. All businesses which order is made or awarded,forfeit not more than fifty
construct or alter any building,highway,road,parking facility, ($50.00)for each calendar day, or portions thereof,
railroad, excavation, or other structure in Califomia must be for each worker paid by him or subcontractor under
licensed by the California State License Board(CSLB)if the him,less than the prevailing wage so stipulated;and
total cost (labor and materials) of the project is $500.00 or in addition, the Contractor further agrees to pay to
more. Failure to be licensed or to keep the license current each workman the difference between the actual
and in good standing shall be grounds for Contract amount paid for each calendar day, or portions
revocation. thereof, and the stipulated prevailing wage rate for
66. CMAS—PUBLIC WORKS REQUIREMENTS the same. This provision shall not apply to properly
(LABORIINSTALLATION): indentured apprentices.
a) Prior to the commencement of performance, the Pursuant to Sections 1810-1815 of the California
Contractor must obtain and provide to the State, a Labor Code, inclusive, it is further agreed that the
payment bond, on Standard Form 807, when the maximum hours a worker is to be employed is limited
Contract involves a public works expenditure to eight hours a day and forty hours a week and the
(labor/installation costs)in excess of$5,000. Such bond Contractor shall forfeit, as a penalty to the State,
shall be in a sum not less than one hundred percent twenty-five ($25) for each worker employed in the
(100%)of the Contract price. execution of the purchase order for each calendar
b) In accordance with the provisions of Section 1773 of the day during which a workman is required or permitted
California Labor Code,the Contractor shall,conform and to labor more than eight hours In any calendar day or
stipulates to the general prevailing rate of wages, more than forty hours in any calendar week, in
including employer benefits as defined in Section 1773.1
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GSPD-401 IT-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
violation of California Labor Code Sections 1810- 69. CMAS -- Debarment Certification (Federally Funded
1815,inclusive. Contracts): When Federal funds are being expended, the
ii) Worker's Compensation Insurance prospective recipient of Federal assistance funds is required
The Contractor will be required to secure the to certify to the Buyer, that neither it nor its principals are
payment of compensation to its employees in presently debarred, suspended, proposed for debarment,
accordance with the provisions of Labor Code declared Ineligible, or voluntarily excluded from participation
Section 3700. in this transaction by any Federal department or agency.
iii) Travel and Subsistence Payments
Travel and subsistence payments shall be paid to 70. CMAS -- PURCHASE ORDERS FUNDED IN WHOLE OR
each worker needed to execute the work, as such PART BY THE FEDERAL GOVERNMENT: All Contracts
travel and subsistence payments are defined in the (including individual orders), except for State construction
applicable collective bargaining agreements filed in projects,which are funded in whole or in part by the federal
accordance with Labor Code Section 1773.8. government may be canceled with 30 day notice, and are
iv) Apprentices subject to the following:
Special attention Is directed to Sections 1777.5, a) It is mutually understood between the parties that this
1777.6,and 1777.7 of the California Labor Code and Contract (order) may have been written before
Title 8,California Administrative Code Section 200 et ascertaining the availability of congressional
seq. Each Contractor and/or subcontractor must, appropriation of funds, for the mutual benefit of both
prior to commencement of the public works parties, in order to avoid program and fiscal delays
Contract/purchase order, contact the Division of which would occur if the Contract (order) were
Apprenticeship Standards, 525 Golden Gate executed after that determination was made.
Avenue, San Francisco, CA, or one of its branch b) This Contract (order) is valid and enforceable only if
offices to insure compliance and complete sufficient funds are made available to the State by the
understanding of the law regarding apprentices and United States Government for the fiscal year during
specifically the required ratio thereunder. which the order was generated for the purposes of this
Responsibility for compliance with this section lies program. In addition,this Contract(order)is subject to
with the prime Contractor. any additional restrictions, limitations, or conditions
v) Payroll enacted by the Congress or any statute enacted by the
The Contractor shall keep an accurate payroll record Congress that may affect the provisions, terms or
showing the name,social security account,and work funding of this Contract(order)in any manner.
classification specific and straight time and overtime c} It is mutually agreed that if the Congress does not
hours worked by each employee. A certified copy of appropriate sufficient funds for the program, this
the employee's payroll record shall be available for Contract (order) shall be amended to reflect any
Inspection as specified in Section 1776 of the reduction in funds. The department has the option to
California Labor Code. void the Contract(order) under the 30-day cancellation
clause or to amend the Contract to reflect any reduction
of funds.
67. CMAS—TERMINATION OF CMAS CONTRACT:
a) The State may terminate this CMAS Contract at any time 71. CMAS—CONFLICT OF INTEREST:
upon 30 days prior written notice. a) Current State Employees(Public Contract Code Section
b) If the Contractor's GSA Multiple Award Schedule is 10410):
terminated within the term of the CMAS Contract, the I) No officer or employee shall engage in any
CMAS Contract shall also be considered terminated on employment, activity or enterprise from which the
the same date. officer or employee receives compensation or has a
c) Prior to the expiration of this CMAS Contract, this financial interest and which is sponsored or funded
Contract may be terminated for the convenience of both by any State agency,unless the employment,activity
parties by mutual consent or enterprise is required as a condition of regular
d) This provision shall not relieve the Contractor of the State employment.
obligation to perform under any purchase order or other II) No officer or employee shall Contract on his or her
similar ordering document executed prior to the own behalf as an independent Contractor with any
termination becoming effective. State agency to provide Goods or services.
b) Former State Employees(Public Contract Code Section
68. CMAS—CONTRACT AMOUNT: There is no guarantee of 10411):
minimum purchase of Contractor's products or services by the i) For the two-year period from the date he or she left
State. State employment, no former State officer or
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GSPD-4011T-CMAS
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
GENERAL PROVISIONS - INFORMATION TECHNOLOGY
employee may enter into a Contract in which he or Contract for IT Goods or services to be manufactured or
she engaged in any of the negotiations,transactions, performed by a Contractor especially for the State and not
planning, arrangements or any part of the decision- suitable for sale to others in the ordinary course of the
making process relevant to the Contract while Contractor's business.
employed in any capacity by any State agency.
ii) For the twelve-month period from the date he or she Interim Risk Assessment guidelines and financial protection
left State employment, no former State officer or measures are detailed in PCC 12112 for agencies to use to
employee may enter into a Contract with any State determine their applicability to agency projects.
agency if he or she was employed by that State
agency in a policy-making position in the same 76. CMAS—QUARTERLY REPORTS: Contractors are required
general subject area as the proposed Contract within to submit quarterly business activity reports, as specified in
the twelve-month period prior to his or her leaving this Contract, even when there is no activity. A separate
State service. report is required for each Contract,as differentiated by alpha
suffix.
72. CMAS--SUBCONTRACTING REQUIREMENTS:
Any subcontractor that the CMAS supplier chooses to use in 77. CMAS—CONTRACTOR EVALUATION: In accordance with
fulfilling the requirements of this Contract(order), and which Pcc 10367 and 10369,performance of the Contractor under
is expected to receive more than ten(10)percent of value of orders issued against this Contract will be evaluated. The
the Contract/purchase order,must also meet all Contractual, ordering agency shall complete a written evaluation,and if the
administrative, and technical requirements of the Contract Contractor did not satisfactorily perform the work specified,a
(order),as applicable. copy of the evaluation will be sent to the DGS,Office of Legal
Services.
73. CMAS—RENTAL AGREEMENTS:
The State does not agree to:
• Indemnify a Contractor,
• Assume responsibility for matters beyond its control;
• Agree to make payments in advance;
• Accept any other provision creating a contingent liability
against the State:or
• Agree to obtain insurance to protect the Contractor.
The State's responsibility for repairs and liability for damage
or loss is restricted to that made necessary by or resulting
from the negligent act or omission of the State or its officers,
employees,or agents.
If the Contractor maintains the equipment, the Contractor
must keep the equipment in good working order and make all
necessary repairs and adjustments without qualification. The
State may terminate for default or cease paying rent should
the Contractor fail to maintain the equipment properly.
Personal property taxes are not generally reimbursed when
leasing equipment(SAM 8736).
74. CMAS—LEASE(Lease$Mart"1: If an agency desires to
lease through Lease$Mart TM,the Contractor agrees to sell to
lessor the assets at the same price as they agree to sell to
the State.
75. CMAS--PROGRESS PAYMENTS &RISK ASSESSMENT:
In accordance with PCC 12112 agencies are required to
withhold not less than 10 percent of the Contract price until
final delivery and acceptance of the Goods or services, for
any Contract that provides for progress payments in a
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Attachment A- Subordinate Agreement MA-060-16011934 Page 39 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
STATE MODEL
CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
(Software as a Service)
THESE SPECIAL PROVISIONS ARE ONLY TO BE USED FOR SOFTWARE AS A SERVICE (SaaS), AS DEFINED BELOW. THESE
SPECIAL PROVISIONS ARE TO BE ATTACHED TO THE GENERAL PROVISIONS—INFORMATION TECHNOLOGY AND ACCOMPANIED
BY,AT MINIMUM,A STATEMENT OF WORK(SOW)AND SERVICE LEVEL AGREEMENT(SLA). STATE AGENCIES MUST FIRST:
A. CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL(SAM)8305.5;
B. CONSIDER THE FACTORS TO BE TAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL
APPROACH,IN ACCORDANCE WITH SAM 4981.1,4983 AND 4983.1 AND THEN;
C. MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW AND/OR SLA TO MEET THE NEEDS OF EACH ACQUISITION.
1. Definitions
a) "Cloud Software as a Service(SaaS)" -The capability provided to the consumer is to use applications made available by the
provider running on a cloud infrastructure.The applications are accessible from various client devices through a thin client interface
such as a web browser(e.g., web-based email). The consumer does not manage or control the underlying cloud infrastructure
including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of
limited user-specific application configuration settings.
b) "Cloud Platform as a Service(Paas)"-The capability provided to the consumer is to deploy onto the cloud infrastructure consumer-
created or acquired applications created using programming languages and tools supported by the provider.The consumer does not
manage or control the underlying cloud infrastructure including network,servers,operating systems,or storage,but has control over
the deployed applications and possibly application hosting environment configurations.
c) "Cloud Infrastructure as a Service(IaaS)"-The capability provided to the consumer is to provision processing,storage,networks,
and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include
operating systems and applications.The consumer does not manage or control the underlying cloud infrastructure but has control
over operating systems; storage, deployed applications, and possibly limited control of select networking components (e.g., host
firewalls).
d) "Data"-means any information,formulae,algorithms, or other content that the State,the State's employees,agents and end users
upload,create or modify using the SaaS pursuant to this Contract. Data also includes user identification information and metadata
which may contain Data or from which the State's Data may be ascertainable.
e) "Data Breach"-means any access,destruction,loss,theft,use,modification or disclosure of Data by an unauthorized party or that is
in violation of Contract terms and/or applicable state or federal law.
f) "Recovery Point Objective(RPO)"-means the point in time to which Data can be recovered and/or systems restored when service
is restored after an interruption.The Recovery Point Objective is expressed as a length of time between the interruption and the most
proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA.
g) "Recovery Time Objective(RTO)"- means the period of time within which information technology services,systems, applications
and functions must be recovered following an unplanned interruption.The RTO is detailed in the SLA.
2. Terms
SaaS AVAILABILITY:Unless otherwise stated in the Statement of Work,
a) The SaaS shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime).
b) If SaaS monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),the State shall be entitled to
recover damages,apply credits or use other contractual remedies as set forth in the Statement of Work.
c) If SaaS monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months
in a rolling twelve-month period,the State may terminate the contract for material breach in accordance wlth the Termination for
Default provision in the General Provisions--Information Technology.
d) Contractor shall provide advance written notice to the State in the manner set forth in the Statement of Work of any major upgrades or
changes that will affect the SaaS availability.
3. DATA AVAILABILITY:Unless otherwise stated in the Statement of Work,
a) The Data shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime).
b) If Data monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime),the State shall be entitled to
recover damages, apply credits or use other contractual remedies as set forth in the Statement of Work if the State is unable to
access the Data as a result of:
1) Acts or omission of Contractor;
2) Acts or omissions of third parties working on behalf of Contractor;
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CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
STATE MODEL
CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
(Software as a Service)
3) Network compromise,network intrusion,hacks,introduction of viruses,disabling devices,maiware and other forms of attack
that can disrupt access to Contractor's server,to the extent such attack would have been prevented by Contractor taking
reasonable industry standard precautions;
4) Power outages or other telecommunications or Internet failures,to the extent such outages were within Contractor's direct
or express control.
c) If Data monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months in
a rolling twelve-month period,the State may terminate the contract for material breach in accordance with the Termination for Default
provision in the General Provisions—Information Technology.
4. SaaS and DATA SECURITY:
a) In addition to the Compliance with Statutes and Regulations provision set forth in the General Provisions—Information Technology,
Contractor shall certify to the State:
1) The sufficiency of its security standards,tools,technologies and procedures In providing SaaS under this Contract;
2) Compliance with the following:
i. The California Information Practices Act(Civil Code Sections 1798 et seq.);
ii. Security provisions of the California State Administrative Manual(Chapters 5100 and 5300)and the California Statewide
Information Management Manual(Sections 58C,58D,66B,5305A,5310A and B,5325A and B,5330A,B and C,5340A,
B and C.5360B);
iii. Undergo an annual Statement on Standards for Attestation Engagements(SSAE)No. 16 Service Organization Control
(SOC)2 Type II audit.Audit results and Contractor's plan to correct any negative findings shall be made available to the
State upon request;and
iv. Privacy provisions of the Federal Privacy Act of 1974;
3) Compliance with applicable industry standards and guidelines,including but not limited to relevant security provisions of the
Payment Card Industry(PCI)Data Security Standard(PCIDSS)including the PCIDSS Cloud Computing Guidelines.
b) Contractor shall implement and maintain all appropriate administrative,physical,technical and procedural safeguards in accordance
with section a)above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the
SaaS from hacks,introduction of viruses,disabling devices,maiware and other forms of malicious or inadvertent acts that can disrupt
the State's access to its Data.
c) Contractor shall allow the State reasonable access to SaaS security logs,latency statistics,and other related SaaS security data that
affect this Contract and the State's Data,at no cost to the State.
d) Contractor assumes responsibility for the security and confidentiality of the Data under its control.
e) No Data shall be copied,modified,destroyed or deleted by Contractor other than for normal operation or maintenance of SaaS during
the Contract period without prior written notice to and written approval by the State.
f) Remote access to Data from outside the continental United States,including remote access to Data by authorized SaaS support staff
in identified support centers,is prohibited unless approved in advance by the State Chief Information Security Officer.
5) ENCRYPTION: Confidential,sensitive or personal information shall be encrypted in accordance with California State Administrative
Manual 5350.1 and California Statewide Information Management Manual 5305-A.
6) DATA LOCATION: Unless otherwise stated in the Statement of Work and approved in advance by the State Chief Information
Security Officer, the physical location of Contractor's data center where the Data is stored shall be within the continental United
States.
7) RIGHTS TO DATA:The parties agree that as between them,all rights,including all intellectual property rights,in and to Data shall
remain the exclusive property of the State, and Contractor has a limited, non-exclusive license to access and use the Data as
provided to Contractor solely for performing Its obligations under the Contract. Nothing herein shall be construed to confer any license
or right to the Data, including user tracking and exception Data within the system, by implication, estoppel or otherwise, under
copyright or other intellectual property rights,to any third party. Unauthorized use of Data by Contractor or third parties is prohibited.
For the purposes of this requirement, the phrase "unauthorized use" means the data mining or processing of data, stored or
transmitted by the service,for unrelated commercial purposes,advertising or advertising-related purposes,or for any other purpose
other than security or service delivery analysis that is not explicitly authorized.
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CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
STATE MODEL
CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
(Software as a Service)
8) TRANSITION PERIOD:
a) For ninety(90)days prior to the expiration date of this Contract,or upon notice of termination of this Contract,Contractor shall assist
the State in extracting and/or transitioning all Data in the format determined by the State("Transition Period").
b) The Transition Period may be modified in the SOW or as agreed upon in writing by the parties in a contract amendment.
c) During the Transition Period,SaaS and Data access shall continue to be made available to the State without alteration.
d) Contractor agrees to compensate the State for damages or losses the State Incurs as a result of Contractor's failure to comply with
this section in accordance with the Limitation of Liability provision set forth in the General Provisions-Information Technology.
e) Unless otherwise stated in the SOW, the Contractor shall permanently destroy or render inaccessible any portion of the Data in
Contractors and/or subcontractor's possession or control following the expiration of all obligations in this section.Within thirty(30)
days,Contractor shall issue a written statement to the State confirming the destruction or inaccessibility of the State's Data.
f) The State at its option,may purchase additional transition services as agreed upon in the SOW.
9) DATA BREACH: Unless otherwise stated in the Statement of Work,
a) Upon discovery or reasonable belief of any Data Breach;Contractor shall notify the State by the fastest means available and also in
writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency.Contractor
shall provide such notification within forty-eight(48)hours after Contractor reasonably believes there has been such a Data Breach.
Contractor's notification shall identify:
1) The nature of the Data Breach;
2) The Data accessed,used or disclosed;
3) The person(s)who accessed,used,disclosed and/or received Data(if known);
4) What Contractor has done or will do to quarantine and mitigate the Data Breach;and
5) What corrective action Contractor has taken or will take to prevent future Data Breaches.
b) Contractor will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by
Contractor until the Data Breach has been effectively resolved to the State's satisfaction.
c) Contractor shall quarantine the Data Breach,ensure secure access to Data,and repair SaaS as needed in accordance with the SLA.
Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract.
d) Notwithstanding anything to the contrary in the General Provisions - Information Technology, in performing services under this
Contract, and to the extent authorized by the State in the Statement of Work, Contractor may be permitted by the State to use
systems, or may be granted access to the State systems, which store, transmit or process State owned, licensed or maintained
computerized Data consisting of personal information, as defined by Civil Code Section 1798.29 (g). If the Contractor causes or
knowingly experiences a breach of the security of such Data, Contractor shall immediately report any breach of security of such
system to the State following discovery or notification of the breach in the security of such Data. The State's Chief Information
Security Officer, or designee, shall determine whether notification to the individuals whose Data has been lost or breached is
appropriate. If personal Information of any resident of California was, or is reasonably believed to have been acquired by an
unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the State or any person or
entity under the control of the State, Contractor shall bear any and all costs associated with the State's notification obligations and
other obligations set forth in Civil Code Section 1798.29(d)as well as the cost of credit monitoring,subject to the dollar limitation,if
any,agreed to by the State and Contractor in the applicable Statement of Work. These costs may include,but are not limited to staff
time,material costs,postage, media announcements, and other identifiable costs associated with the breach of the security of such
personal information.
e) Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with the State.The State
and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall
cooperate fully with the State,its agents and law enforcement.
10) DISASTER RECOVERY/BUSINESS CONTINUITY: Unless otherwise stated in the Statement of Work,
a) In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data,Contractor shall
notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security
Officer or designee of the contracting agency.Contractor shall provide such notification within twenty-four(24)hours after Contractor
reasonably believes there has been such a disaster or catastrophic failure.In the notification,Contactor shall inform the State of:
1) The scale and quantity of the Data loss;
2) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss;and
3) What corrective action Contractor has taken or will take to prevent future Data toss.
4) If Contractor fails to respond immediately and remedy the failure,the State may exercise its options for assessing damages
or other remedies under this Contract.
REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 22 OF 23
Attachment A- Subordinate Agreement MA-060-16011934 Page 42 of 60
CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS)
STATE MODEL
CLOUD COMPUTING SERVICES SPECIAL PROVISIONS
(Software as a Service)
b) Contractor shall restore continuity of SaaS, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore
accessibility of Data,and repair SaaS as needed to meet the performance requirements stated in the SLA. Failure to do so may result
in the State exercising its options for assessing damages or other remedies under this Contract.
c) Contractor shall conduct an investigation of the disaster or catastrophic failure and shall share the report of the investigation with the
State. The State and/or Its authorized agents shall have the right to lead (if required by law) or participate in the investigation.
Contractor shall cooperate fully with the State,its agents and law enforcement.
11) EXAMINATION AND AUDIT: In addition to the Examination and Audit provision set forth in the General Provisions -Information
Technology,unless otherwise stated in the Statement of Work:
a) Upon advance written request, Contractor agrees that the State or its designated representative shall have access to Contractor's
SaaS, operational documentation, records and databases, including online inspections, that relate to the SaaS purchased by the
State.
b) The online inspection shall allow the State,its authorized agents,or a mutually acceptable third party to test that controls are in place
and working as intended. Tests may include,but not be limited to,the following:
1) Operating system/network vulnerability scans,
2) Web application vulnerability scans,
3) Database application vulnerability scans,and
4) Any other scans to be performed by the State or representatives on behalf of the State.
c) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure,Contractor will at its expense have
an independent, industry-recognized, State-approved third party perform an information security audit. The audit results shall be
shared with the State within seven(7)days of Contractor's receipt of such results. Upon Contractor receiving the results of the audit,
Contractor will provide the State with written evidence of planned remediation within thirty(30)days and promptly modify its security
measures in order to meet its obligations under this Contract.
12) DISCOVERY: Contractor shall promptly notify the State upon receipt of any requests which in any way might reasonably require
access to the Data of the State or the State's use of the SaaS. Contractor shall notify the State by the fastest means available and
also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency,
unless prohibited by law from providing such notification. Contractor shall provide such notification within forty-eight(48)hours after
Contractor receives the request. Contractor shall not respond to subpoenas,service of process,Public Records Act requests, and
other legal requests directed at Contractor regarding this Contract without first notifying the State unless prohibited by law from
providing such notification. Contractor agrees to provide its intended responses to the State with adequate time for the State to
review, revise and, if necessary,seek a protective order in a court of competent jurisdiction. Contractor shall not respond to legal
requests directed at the State unless authorized in writing to do so by the State.
REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 23 OF 23
Attachment A- Subordinate Agreement MA-060-16011934 Page 43 of 60
ATTACHMENT B
Cost/Compensation
Everbridge Quotation
(see separate attachment)
Attachment A- Subordinate Agreement MA-060-16011934 Page 44 of 60
Aeverbridge50c,r (#rr it E3.7.Su 1e 100 ax 888.48 4411
tel:
www.c verbric;ge.COM
��7air.C4 91243 ae 57.8.484-?299
QUOTATION
Quote Number:00020602
I of 2
Prepared Tony Bernard Quotation Date: December 30,2015
for: Orange County CA Quote Expiration Date: June 30,2016
333 W.Santa Ana Blvd. Rep: Patrick Stuver
Santa Ana,CA 92882 (818)230-9724
• patrick.stuver@everbridgemail.com
Contract Summary Information
Contract Period: 3 Years
Contract Optional Years: 2 Years
MN Contacts up to: 50,000
MN Households up to: 1,250,000
ANNUAL SUBSCRIPTION-See attached Product Inclusion Sheet/s for product details.
Service Fee Type Lity Unit Price Total Price
Everbridge IPAWS/WEA Notification Recurring 1 $23,400.00 $5,000.00
Everbridge Mass Notification(MN)with Unlimited Domestic Minutes Recurring 1 $467,550.00 $390,000.00
Incident Management-Incident Communications Recurring 1 $117,000.00 $0.00
PREMIUM FEATURES/USAGE
Service Fee Type Qly Unit Price Total Price
Everbridge ContactBridge Recurring 1 $58,500.00 $0.00
Everbridge Community Engagement Recurring 1 $78,000.00 $50,000.00
Attachment A- Subordinate Agreement MA-060-16011934 Page 45 of 60
Aeverbridge
QUOTATION
Quote Number:00020602
2 0(2
PROFESSIONAL SERVICES
Service Fee Type Q Una Price Total Price
Platinum Plus Package Recurring 40 $325,00 S13,000.00
Premium Implementation One-Time 1 $8,000.00 $8,000.00
Platinum Plus Package One-lime 40 $325.00 S13,000.00
Pricing Summary:
Year One Fees': $479,000.00
Onetime Implementation and Set Up Fees: $0.00
Total Year One Fees: $479,000.00
Subsequent Year(s)Ongoing Annual Recurring Fees: $458.000.00
Optional Year(s)Ongoing Annual Recurring Fees: $458,000.00
1
Attachment A- Subordinate Agreement MA-060-16011934 Page 46 of 60
ATTACHMENT C
Everbridge Inclusion Sheet
(See separate attachment)
Attachment A- Subordinate Agreement MA-060-16011934 Page 47 of 60
Aeverbridge
SYSTEM INCLUSION
Everbridge Mass Notification
Everbridge Mass Notification allows users to send notifications to individuals or groups using lists,locations,and visual
intelligence.Everbridge Mass Notification is supported by state-of-the-art security protocols,an elastic infrastructure,
advanced mobility,interactive reporting and analytics,adaptive people and resource mapping to mirror your organization,and
true enterprise class data management capabilities to provide a wide array of data management options.Below is a list of key
system inclusions with your new Everbridge Mass Notification system.
Usage
Unlimited Domestic Emergency Alerts and Testing Messages
Unlimited Domestic Non-Emergency Alerts Messaging
`Usage above applies to notifications generated through the Everbridge Manager user interface. Automated notifications
are subject to additional fees.
Core Platform Access
Unlimited Administrators for web-based portal to initiate messages,reporting,and administration
Unlimited Administrators for ContactBridge Application(iOS,Android)and Mobile Optimized Notification Site(for
Blackberry,Windows 10,etc.)
Two(2)Organization with unlimited nested static and dynamic groups
Access to Everbridge Elastic Infrastructure for message delivery
Custom branded community opt-in portal with custom fields and opt-in subscriptions
Flexible role-based access controls to manage user permissions
Access to Real-Time Dashboard,Notifications Library,Everbridge Universe,and Custom Reporting
Key Notification Features
Integrated GIS/Map-based,rule-based,group-based,or individual contact selection
Ability to send standard,polling,or on-the-fly'One-Touch'Conference Call messages
One-screen broadcast creation workflow to speed message creation and reduce human error
Everbridge Network to access situational intelligence¬ifications shared by other public and private groups
Publish notifications directly to Websites and services that support API access via HTTPS using'Web Posting'
Contact filtering based on custom criteria
Map-based drawing and selection tools and imported shape files(e.g.Google Maps,Bing Maps,ESRI)
Automatic address geo-coding for contacts
Organization specific customizable caller ID,greetings,and broadcast settings
SMPP based SMS text messaging
Multi-language Text to Speech Engine and Custom Voice Recording
Real-time reporting for improved situational awareness and easier after action analysis
5 Live Operator Message Initiations per year
Interactive Dashboard for Organizational Activity Summary
Unlimited Notification Templates
Self-service Single Contact Record Adjustments
Self-service Contact Import via CSV Upload
Bulk Contact Management Automation via Secure FTP
Set-up,Implementation&Support
Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation
Self Service Administrative Set-up,Configuration and Default Preferences
Initial Member Data Upload and Test Broadcast Support
Unlimited Access to Everbridge University classes
24x7 Customer Support(phone,web,email)
Global Support/Operations Centers for Redundant Live Support
Dedicated Account Manager
Attachment A- Subordinate Agreement MA-060-16011934 Page 48 of 60
Aeverbridge SYSTEM INCLUSION
Everbridge Community Engagement(SLG)
The Community Engagement solution supports active and engaged communities with:
• An Easy Opt-In System
Gathering and managing emergency management opt-ins from residents can be difficult.Connecting
and engaging with as many citizens as possible,however,allows community reach to be quickly
expanded.
• Keyword Opt-In: Allow large groups of people to easily opt-in to a database by texting a keyword.
Includes 5 keywords. Additional keywords may be purchased.
• Resident Opt-in by Zip Code: Residents can easily sign up for community alerts by texting their zip
code to 888777
• Foster a Two-Way Dialogue with Social Media Integration
With the help of Community Engagement's social media integration,neighbors can share valuable
information,suggest ways to collectively address safety concerns,plan public events and more.
• Empower Residents to be Eyes and Ears of the Community
Residents can be valuable resources for law enforcement.Through the use of Everbridge's Community
Engagement solution,police and other local authorities empower residents to invest in their
community through outreach,collaboration and shared leadership.
• Enable Real-Time Alerts with Mobile App
Everbridge's OneBridge Mobile App is a free smartphone application that allows residents to receive
real-time alerts and safety information from agencies.The OneBridge Mobile App provides a two-way
engagement between residents,local public safety organization and emergency management.
Access
• Unlimited Administrators, Dispatchers,and Group Managers for web-based portal to initiate and
manage messages
• Unlimited Administrators,Dispatchers,and Group Managers for web-based portal to post messages
to social media.
Usage
• Unlimited Web Messages
• Unlimited Facebook&Twitter Notifications
Key Features
Alerts X
Advisory X
Community X
Unlimited Nixie SMS X
Unlimited Email X
Multiple Email Attachments X
Web Publications X
Social Media(Facebook&Twitter) X
Attachment A- Subordinate Agreement MA-060-16011934 Page 49 of 60
Aeverbrid e
SYSTEM INCLUSION
Location Targeting:City/Town Name or Zip Code X
Messaging templates X
Email templates X
Google Public Alerts X
Multiple Admin&User Accounts X
Social Media Reporting X
SMS,Email,Delivery Stats X
Provisioning Services including account&user setup X
Set-up,Implementation,and Support
Self Service Administrative Set-up,Configuration and Default Preferences
Unlimited Access to Everbridge University
24x7 Customer Support(phone,web,email)
Global Support/Operations Centers
Dedicated Account Manager
Attachment A- Subordinate Agreement MA-060-16011934 Page 50 of 60
Aeverbri""ge SYSTEM INCLUSION
Everbridge ContactBridge
Everbridge ContactBridge application allows users to aggregate mobile recipient feedback in a single
communications place enabling decision makers to communicate efficiently with first responders, and their
employees and constituents. Below is a list of key system inclusions with Everbridge ContactBridge Application.
Usage
Unlimited Outbound Notifications to Everbridge Mobile Recipient Application via ContactBridge Notifications
Unlimited Inbound Notifications from Everbridge Mobile Recipient Application
Access
Single Web interface console to display aggregated Information
Unlimited administrator access to the Everbridge System
Key Notification Features
Fully integrated with Everbridge Mass Notification
Custom threshold rules and settings for ContactBridge initiated messages
• Define messages and key recipients upon threshold trigger
• Visual and automated alerts when Threshold is reached
Receive and display images,comments and location information from contacts
Advanced Graphical Reporting including Geographic locations if available
Recipient ContactBridge Application for iOS and Android Devices
Set-up&Implementation
Access to a dedicated Implementation Specialist during a Standard Implementation
Self Service Administrative Set-up,Configuration and Default Preferences
Initial Member Creation and Test Notification Support
Unlimited Access to Everbridge University
24x7 Customer Support(phone,web,email)
Global Support/Operations Centers
Dedicated Account Manager
For a full product description,along with best practices and product details please see the Everbridge User Guide and
Everbridge University.
Attachment A- Subordinate Agreement MA-060-16011934 Page 51 of 60
Aeverbrid e
SYSTEM INCLUSION
Everbridge Incident Communications
Delays and errors in operational communications happen every day increasing recovery times,impacting revenue and increasing
risk.Everbridge Incident Communications automates your notification procedures by allowing users to select pre-defined
messages and processes to use for a specified incident and then determining the correct list of stakeholders and responders.
Access
1 (one)Incident Management Organization
Unlimited Incident Administrator and User seats
Key Features
Unlimited Incident Templates
Incident Templates supporting different messages&delivery settings based on notification phase(New,Update,Close)
Multi-step workflow that prompts users to add required incident details
Incident communication logging for all broadcast and confirmations
Incident joumal to capture additional details not included in incident communications
Reporting of all incident communications details and responses in a PDF format
Custom reports analyze incident communications effectiveness
Communication broadcasts and confirmations include audit trails and timestamps
Search across incidents using status,user,type and date
Real-time incident dashboard for operators showing all open incidents
Set-up,Implementation,and Support
Up to 10 total hours of a dedicated Implementation Specialist inclusive of Mass Notification Implementation
Self Service Administrative Set-up,Configuration and Default Preferences
Initial Member Data Upload and Test Broadcast Support
Unlimited Access to Everbridge University classes
24x7 Customer Support(phone,web,email)
Global Support/Operations Centers for Redundant Live Support
Dedicated Account Manager
•Messaging Minutes consumed by Telephone,SMS Text,Pager&Fax broadcast paths are not included
For a full product description,along with best practices and product details please see the Everbridge User Guide and
Everbridge University.
Attachment A- Subordinate Agreement MA-060-16011934 Page 52 of 60
irof
Aeverbridge
Implementation - Premium
Overview 1 1
Ril luueu}PreS FUS 96 pieS entatlitnOFteP3url eP
The Premium Implementation is designed to provide
clients a rapid ROI on their Everbridge investment by Pv MIUnt)p3rtal
accelerating the onboarding process and delivering Knowledgebase
services and best practices for s ass i otification and Pv 1\ver5rrUgeynNerPlty
mteractive cisibidtyyfdnctionadtyyinyayo-dayyon-site P Up to 10 hours of an implementation
event.The Premium Implementation package includes Ppel Ails t
aydedicatedyib pmb entationyspeciadstytoyb anage I,, Up to 24 hours of a Professional Services
the on boarding process and an onsite Everbridge N3nPultant
s rofessionagbervicesyconsddantytoyprovideystrategic
advice and training,tailored to your organization.
Time Frame Key Milestones
sreb idb i verbridgeyeb pb entationyisydedveredyas ORIENTATION
a three-day(consecutive)event, including two days This call will provide an orientation to
ofyib pcb entation/bestypractices,yendyonedayyof i\verSrMgefiS pieS entatiinyeP3url eFyanuya
training delivery.The entire implementation process revF I )8fjpreparati nylel ePParylt39 3nuul t)a
including the onsite consultation and training is RA I ePPful pieS entatFBn+
coordinatedybyyeydedicatedyib pceb entationyspeciadst PLANNING AND DESIGN SERVICES
Consultant facilitates the development of a
+yAccess to an Implementation Specialist for up to 10 hours uepl3yS ent}planjyReS weAgNanuwata
to deliver an Everbridge Orientation,gather requirements, S anageS ent)Ptrategy‘
establish an agenda for the onsite engagement,and close CONFIGURATION AND READINESS
out activities after the onsite event. SERVICES
'v Onsite events targeted to be completed with 4 weeks of Hands on configuration of the system
13Utral huate+ Ail IuuMgwatapnu}l tentyl3auhigy Pevel3p
pr3graS f3r9:yReS yeaullieFR
\,Additional implementation specialist or consultant hours EDUCATION SERVICES
are billable at$250/hr.
NanNita ntwelNerljtralaPfWi,t3NuPerP
customized by role and reflective of the
specific configuration of the client.
WWW.EVERBR'W3E.EMW
Attachment A- Subordinate Agreement MA-060-16011934 Page 53 of 60
I
Scope
A Premium Implementation will provide the following:
+y An initial orientation call to introduce on-boarding resources, including the Everbridge Client Portal,
knowledgebase articles library,Everbridge University. This call will also be used to develop the agenda for the
3U+rtbNal tNltft-h
+y 2 days of workshops,customized seminars,and hands on configuration of the Everbridge environment
geared to accelerate system and organizational readiness.
+y 1 day of customized training for administrators as well as end users:
+y Documented guides,project plans,and best practices customized for each organization.
Key Milestones
ORIENTATION
The purpose of the orientation call is to prepare for the implementation process. The Everbridge
specialist will provide an overview of the implementation process to key client stakeholders,
introduce the stakeholders to the various implementation resources, provide a short, interactive
demo and access to a live,working account preloaded with default templates and settings.
Orientation calls will be held within 5 days of the completion of your order processing.The
specialist will also provide a checklist of actions to be completed in order to kick-off the
implementation process. The Call Agenda will include the following:
+y Revlftl 9 3S S uUltiatrillhg3al+/u+0 a+e+
+y Revr>tl pleS eUtatr144pr3l e++
+y Review resources available to the client
+y Develop agenda and success criteria for the onsite engagement
vy Review the Getting Started checklist
+y Implementation specialist will provide a demo of the product showing how to create a new user,how to
create a contact,how to send a message using a pre-loaded test template. At the conclusion of the demo,
the customer will be provided with their live,production account.
Time: 1.5-2 hours
WWW.EVERBRINGE.ENW I P I EVER BRNhGE WE WEE GGHE
Attachment A- Subordinate Agreement MA-060-16011934 Page 54 of 60
.41110
ONSITE DAY 1- PLANNING AND DESIGN
The Kick-off call will be held as soon as the actions on the Getting Started checklist are complete,
but no later than 3 weeks after the Orientation Call.The agenda will include the following items:
.. Conduct planning workshop to review project plans and functional requirements with key
stakeholders
s\,Design the organization hierarchy to provide a structure that is optimized to support existing
andypotentiagfdtdreyregdireb ents
s)Lead seminar to define and implement access control structure optimized for each user role
typeyandyintendedydsage
s)Develop a comprehensive contact data management strategy including a detailed review of
data sources,field mappings, and synchronization.
Time: 1 hours
ONSITE DAY 2-CONFIGURATION AND READINESS
The second day will be focused on configuration of the system, data loading, content
development,and functional testing. Organization readiness plans will be reviewed and
finalized. All activities will be facilitated by the consultant, but executed by client representatives
to maximize knowledge transfer and skill development.
Activities include:
s)Finalize configuration settings
s)t) pceb entyportagstrategy
s yi reateynotificationyteb pcatesyandyreviec ybroadcastyobrary
s'Execute initial contact data load and test update methodology
s ys evempyspecificyprograb syforyac arenessyforypdbocyopt-inyorycorporateysysteb-c ideytestingg
s)i onfigdreinitiagreportingypac-age
s'Finalize training and organizational awareness plan
s Develop stakeholder presentation
Time: 1 hours
WWW.EVERBRMGE.ENW I 3 EVERBRWNGE iWNL-EWEEG4CIME
Attachment A- Subordinate Agreement MA-060-16011934 Page 55 of 60
ONSITE DAY 3 - EDUCATION AND CLOSE OUT
To 000rmf lEiCipV1 c\brBef dBtf iGiGgalf ppep®illo3eaoGdl ckedo pBleperiBed®eloo Hf BI poor
each course is attached):
{ Mass Notification Administrator Course - comprehensive system training targeted to users
in the Organization or Account Administrator roles
Mme:::t :f ours
1
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Mass Notification User Course - comprehensive system training targeted to users in the
Grol pEGef derBole
Mme:::t :f ours
The remaining activities to complete the implementation process will be completed at the close
ofPfjBI
Final Stakeholder Presentation -Keeping key stakeholders in the organization advised on the
status of implementation and organizational readiness is critical to ongoing success with the
system. This presentation can ensure continuous alignment and project governance.
Mme:::t :f our
Project Close-Out Meeting-The meeting will provide a final opportunity for the client to
review open tasks with the implementation specialist and complete a functional test of the
pj plbml
Mme:::t:f our
Everbridge University
sverbridgelvniversitylfln Linetiearningti wiutes sverbridgelxniversitytfln-LitetJraining
b I relzvuitinu wsglnvaivabietendlaeetiwILustwners i u Scheduled and delivered based on your needs
andlsartnerstivtbiearnIwI eview i ra swvers vwe-basedtewurseslamti dministratwstm
b Use Adobe flash videos with audio narrations vsers
b Self-paced training that allows students to learn r,Courses are taught by Everbridge instructors who
when they have time and at their own pace arelaubyecttmattertexserts
b I ust-in-timebearningbAinglsmautencusedlewntent i n v einanrcesitrainingiewitentMemonstratiwnslnn
mwduies your Everbridge portal with your features
I b No travel or facilities required,the classroom is l:; I resarestywurtteamlanr sverbridge I ass
anywhere a learner has Internet access Notification Certification
WWW.EVERBR%r GC.EOW
Attachment A- Subordinate Agreement MA-060-16011934 Page 56 of 60
ATTACHMENT D
Everbridge GSA Approved End User License Agreement
(See separate attachment)
Attachment A- Subordinate Agreement MA-060-16011934 Page 57 of 60
A
everbridge
GSA Approved End User License Agreement
This End User License Agreement ("Agreement") is specified by Everbridge. Customer shall have sole
entered into by and between Everbridge, Inc. ("Everbridge"), responsibility for the accuracy, quality, integrity, legality,
and the client identified on the Quote("Customer"), effective reliability, and appropriateness of all Customer Data. By
on the date of Customer's signature on the Quote ("Effective purchasing the Service, Customer represents that it has the
Date"). Everbridge and Customer are each hereinafter right to authorize and hereby does authorize Everbridge and its
sometimes referred to as a "Party" and collectively, the "Service Providers" to collect, store and process Customer
"Parties". Data subject to the terms of this Agreement. "Service
Providers"shall mean communications carriers,data centers,
1. SERVICE. Everbridge shall provide Customer access to collocation and hosting services providers, and content and
its proprietary interactive communication service(s) (the data management providers that Everbridge uses in providing
"Service(s)") subject to the terms and conditions set forth in the Service. Customer shall maintain a copy of all Customer
this Agreement and the description of services and pricing Contact data that it provides to Everbridge. Customer
provided in the applicable quote (the "Quote"). If applicable, acknowledges that the Service is a passive conduit for the
Everbridge shall provide the training and professional services transmission of Customer Data and Everbridge shall have no
set forth in the Quote. Everbridge shall provide Customer with liability for any errors or omissions or for any defamatory,
login and password information for each User (as defined libelous, offensive or otherwise objectionable or unlawful
below)and will configure the Service to contact the maximum content in any Customer Data, or for any losses, damages,
number of households (each a "Contact") set forth on the claims, suits or other actions arising out of or in connection
Quote. with anyCustomer Data sent, accessed,
posted or otherwise
2. PAYMENT TERMS. Customer shall pay the fees set transmitted via the Service.
forth in the Quote("Pricing"). If Customer exceeds the usage 4. TERM. This Agreement will commence on the Effective
levels specified in the Quote, then Everbridge may invoice Date and will continue in full force and effect until all executed
Customer for any overages at the established rates. Quotes have terminated.
Everbridge shall invoice Customer annually in advance. All
payments shall be made within thirty(30)days from receipt of 5. TERMINATION;SUSPENSION.
invoice.
5.1
3. CUSTOMER RESPONSIBILITIES. Deleted] Termination by Either Party. [Intentionally
3.1 Users. If Customer has purchased Mass 5.2 Termination by Everbridge. (Intentionally
Notification,Customer shall in its discretion authorize certain of Deleted]
its employees and contractors to access that Service. If
Customer has purchased Incident Management, Customer 5.3 Suspension. Everbridge may suspend, with or
shall authorize only those employees or contractors who are without notice, the Service or any portion for (i) emergency
Incident Operators (as defined on Exhibit A) or Incident network repairs, threats to, or actual breach of network
Administrators(as defined on Exhibit A)to access that Service. security; or (ii) any legal, regulatory, or governmental
Collectively, Customer's employees and contractors who are prohibition affecting the Service. In the event of a suspension,
authorized to access any Service as provided above are Everbridge shall use its best efforts to notify Customer and
referred to as"User(s)". Each User must be bound in writing reactivate any affected portion of the Service as soon as
to confidentiality obligations sufficient to permit Customer to possible.
fully perform its obligations under this Agreement. Customer 6. PROPRIETARY RIGHTS.
shall undergo the initial setup and training as set forth in the
Implementation — Standard inclusion sheet provided with the 6.1 Grant of License. Everbridge hereby grants to
Quote. The Implementation sheet provides a detailed list of Customer, during the term of this Agreement,a non-exclusive,
the services included as part of the implementation purchased non-transferable, non-sublicensable right to use the Service
and the corresponding timelines. If Customer fails to complete subject to the terms and conditions of this Agreement. Upon
the Implementation process within the sixty (60) day suspension of the Service or termination of this Agreement for
timeframe, Customer must purchase any additional any reason,the foregoing license shall terminate automatically
implementation services. Customer shall be responsible for:(0 and Customer shall discontinue all further use of the Service.
ensuring that Users maintain the confidentiality of all User login
and password information; (ii) ensuring that Users use the 6.2 Restrictions. Customer shall use the Service
Service in accordance with all applicable laws and regulations, solely for its internal business purposes and shall not make the
including those relating to use of personal information;(iii)any Service available to, or use the Service for the benefit of, any
breach of the terms of this Agreement by any User;and (iv)all third party except as expressly contemplated by this
communications by Users using the Service. Customer shall Agreement. Customer shall not: (i) copy, modify, reverse
promptly notify Everbridge if it becomes aware of any User engineer, de-compile, disassemble or otherwise attempt to
1 action or omission that would constitute a breach or violation of discover or replicate the computer source code and object
1 this Agreement. code provided or used by Everbridge in connection with
delivery of the Service (the "Software") or create derivative
3.2 Customer Data. "Customer Data" is all works based on the Software, the Service or any portion
electronic data transmitted to Everbridge in connection with the thereof; (ii) merge any of the foregoing with any third party
use of the Service, including data submitted by Contacts. software or services; (iii) use any Everbridge Confidential
Customer Data provided by Customer shall be true, accurate, Information to create a product that competes with the
current and complete, and shall be in a form and format
End User License Agreement GSA(based on CPA v3 7,30.13) 1
1
Attachment A- Subordinate Agreement MA-060-16011934 Page 58 of 60
Software; (iv)remove, obscure or alter any proprietary notices 8. WARRANTIES;DISCLAIMER.
or labels on the Software or any portion of the Service; (v)
create Internet "links" to or from the Service, or "frame" or 8.1 Everbridge Warranty. Everbridge shall use
"mirror"any content forming part of the Service, other than on commercially reasonable efforts to provide the Services herein
Customer's own intranets for its own internal business contemplated. To the extent professional services are
purposes; (vi) use, post, transmit or introduce any device, provided, Everbridge shall perform them in a professional
software or routine (including viruses, worms or other harmful manner consistent with industry standards.
code) which interferes or attempts to interfere with the
8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
operation of the Service;(vii)use the Service in violation of any LICENSORS WARRANT THAT THE SERVICE WILL
applicable law or regulation; or (viii) access the Service for OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
purposes of monitoring Service availability, performance or WITHOUT LIMITING THE FOREGOING, IN NO EVENT
functionality, or for any other benchmarking or competitive SHALL EVERBRIDGE HAVE ANY LIABILITY TO
purposes.
CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY
6.3 Reservation of Rights. Other than as expressly FOR PERSONAL INJURY (INCLUDING DEATH) OR
set forth in this Agreement, Everbridge grants to Customer no PROPERTY DAMAGE ARISING FROM FAILURE OF THE
license or other rights in or to the Service,the Software or any SERVICE TO DELIVER AN ELECTRONIC
other proprietary technology, material or information made COMMUNICATION, HOWEVER CAUSED AND UNDER ANY
available to Customer through the Service or otherwise in THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN
connection with this Agreement (collectively, the "Everbridge ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Technology"), and all such rights are hereby expressly
8.3 Customer Representations and Warranties.
reserved. Everbridge (or its licensors where applicable) owns Customer represents and warrants that during use of the
all rights, title and interest in and to the Service, the Software Service, Customer shall (i) clearly and conspicuously notify
and any Everbridge Technology, and all patent, copyright, Contacts of the way in which their personal information shall be
trade secret and other intellectual property rights("IP Rights") used, and (ii) have primary safety and emergency response
therein, as well as (i) all feedback and other information procedures including, without limitation, notifying 911 or
(except for the Customer Data) provided to Everbridge by equivalent fire, police, emergency medical and public health
Users, Customer and Contacts, and (ii) all transactional, officials (collectively, "First Responders"). Customer
performance, derivative data and metadata generated in acknowledges and agrees that Everbridge is not a First
connection with the Services. Responder,and that the Service does not serve as a substitute
7. CONFIDENTIAL INFORMATION. for Customer's own emergency response plan, which in the
event of an actual or potential imminent threat to person or
7.1 Definition; Protection. As used herein, property, shall include contacting a First Responder prior to
"Confidential Information" means all information of a Party using the Service. Customer represents and warrants that all
("Disclosing Party")disclosed to the other Party("Receiving notifications sent through the Service shall be sent by
Party"), whether orally, in writing, or by inspection of tangible authorized Users, and that the collection, storage and
objects(including,without limitation,documents or prototypes), processing of Customer Data, and the use of the Service, as
that is designated as confidential or that reasonably should be provided in this Agreement, will at all times comply with (x)
understood to be confidential given the nature of the Customer's own policies regarding privacy and protection of
information and the circumstances of disclosure. Confidential personal information; and (y) all applicable laws and
Information includes without limitation, any personally regulations, including those related to processing, storage,
identifiable Customer Data, all Everbridge Technology, and use, disclosure, security, protection and handling of Customer
either Party's business and marketing plans, technology and Data.
technical information, product designs, reports and business
processes. Confidential Information shall not include any 9. INDEMNIFICATION.
information that: (i) is or becomes generally known to the 9.1 By Customer.[Intentionally Deleted)
public without breach of any obligation owed to the Disclosing
Party; (ii) was known to the Receiving Party prior to its 9.2 By Everbridge. Everbridge shall indemnify and
disclosure by the Disclosing Party without breach of any hold Customer harmless from and against any Claim against
obligation owed to the Disclosing Party; (iii)was independently Customer,but only to the extent it is based on a Claim that the
developed by the Receiving Party without breach of any Service directly infringes an issued patent or other IP Right in a
obligation owed to the Disclosing Party;or(iv)is received from country in which the Service is actually provided to Customer.
a third party without breach of any obligation owed to the In the event Everbridge believes any Everbridge Technology
Disclosing Party.The Receiving Party shall not disclose or use is, or is likely to be the subject of an infringement claim,
any Confidential Information of the Disclosing Party for any Everbridge shall have the option, at its own expense,to: (i)to
purpose other than performance or enforcement of this procure for Customer the right to continue using the Service;
Agreement without the Disclosing Party's prior written consent, (ii)replace same with a non-infringing service;(iii)modify such
unless (but only to the extent) otherwise required by a Service so that it becomes non-infringing; or (iv) refund any
governmental authority. Each Party agrees to protect the fees paid to Everbridge and terminate this Agreement without
Confidential Information of the other Party with the same level further liability. Everbridge shall have no liability for any Claim
of care that it uses to protect its own confidential information, arising out of(w) Customer Data or other Customer supplied
but in no event less than a reasonable level of care. Without content, (x)use of the Service or Software in combination with
limiting the foregoing,this Agreement and all terms hereof shall other products, equipment, software or data not supplied by
be Everbridge's Confidential Information. Everbridge, (y) any use, reproduction, or distribution of any
release of the Service or Software other than the most current
release made available to Customer, or(z)any modification of
the Service or Software by any person other than Everbridge.
2
Attachment A- Subordinate Agreement MA-060-16011934 Page 59 of 60
10. LIMITATION OF LIABILITY. Except for breaches of any court or other authority of competent jurisdiction to be
Section 6, neither Party shall have any liability to the other invalid, illegal or unenforceable, that provision shall, to the
Party for any loss of use, interruption of business, lost profits, extent required, be deemed deleted and the remaining
costs of substitute services, or for any other indirect, special, provisions shall continue in full force and effect.
incidental, punitive, or consequential damages, however
caused, under any theory of liability, and whether or not the 11.4 Assignment. Neither this Agreement nor any
Party has been advised of the possibility of such damage. rights granted hereunder may be sold, leased, assigned
Notwithstanding anything in this Agreement to the contrary, in (including an assignment by operation of law), or otherwise
no event shall Everbridge's aggregate liability, regardless of transferred, in whole or in part, by Customer, and any such
whether any action or claim is based on warranty, contract, attempted assignment shall be void and of no effect without the
tort, indemnification or otherwise, exceed amounts actually advance written consent of Everbridge, which shall not be
paid by Customer to Everbridge hereunder during the 12 unreasonably withheld.
month period prior to the event giving rise to such liability. 11,5 Governing Law; Attorney's Fees. This
Customer understands and agrees that these liability limits Agreement shall be governed and construed in accordance
reflect the allocation of risk between the Parties and are with the federal laws of the United States of America.
essential elements of the basis of the bargain, the absence of
which would require substantially different economic terms. 11.6 Notices. Either party may give notice at any time
This clause shall not impair the U.S. Government's right to by any of the following: letter delivered by (i) nationally
• recover for fraud or crimes arising out of or related to this recognized overnight delivery service; (ii) first class postage
Agreement under any federal fraud statute. Furthermore, this prepaid mail; or (iii) certified or registered mail, (certified and
clause shall not impair nor prejudice the U.S. Government's first class mail deemed given following 2 business days after
right to express remedies provided in the schedule contract mailing) to the other party at the address set forth on the
(i.e. Price Reductions, Patent Indemnification, Liability for Quote. Either Party may change its address by giving notice
Injury or Damage, Price Adjustment, Failure to Provide as provided herein.
Accurate Information).
11.7 No Third-Party Beneficiaries. There are no
11. MISCELLANEOUS. third-party beneficiaries to this Agreement.
11.1 Non-Solicitation. As additional protection for 11.8 Entire Agreement.[Intentionally Deleted]
Everbridge's proprietary information, for so long as this
Agreement remains in effect, and for one year thereafter, 11.9 Marketing. Everbridge shall obtain Customer's
Customer agrees that it shall not, directly or indirectly, solicit, express written consent in order to reference Customer's name
hire or attempt to solicit any employees of Everbridge; and logo as an Everbridge customer in Everbridge
provided, that a general solicitation to the public for publications,its website,and other marketing materials.
employment is not prohibited under this section.
11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
11.2 Force Majeure;Limitations. Everbridge shall not applicable provisions of Exhibit A shall survive the expiration or
be responsible for performance under this Agreement to the earlier termination of this Agreement.
extent precluded by circumstances beyond Everbridge's
reasonable control, including without limitation acts of God, 11.11 Counterparts. This Agreement may be executed
acts of government, flood, fire, earthquakes, civil unrest, acts in one or more counterparts, all of which together shall
of terror, labor problems, computer, telecommunications, constitute one original document. A facsimile transmission or
Internet service provider or hosting facility failures, or delays copy of the original shall be as effective and enforceable as the
involving hardware, software or power systems, and network original.
intrusions or denial of service attacks. The Service delivers 11.12 Export Compliant. Neither Party shall export,for supported Contact paths to public and private
networks and carriers, but cannot guarantee delivery of the directly or indirectly,any technical data acquired from the other
information to the recipients. Final delivery of information to pursuant to this Agreement or any product utilizing any such
recipients is dependent on and is the responsibility of the data to any country for which the U.S. Government or any
designated public and private networks or carriers. Customer agency thereof at the time of export requires an export license
acknowledges and agrees that territories outside the U.S. and or other governmental approval without first obtaining such
Canada may have territorial restrictions resulting from license or approval.
applicable law, telecommunications or internet infrastructure 11.13 Equal Employment Opportunity. Everbridge,
limitations, telecommunications or internet service provider Inc. is a government contractor and is subject to the
policies, or communication device customizations that may requirements of Executive Order 11246, the Rehabilitation
inhibit or prevent the delivery of certain SMS, text or other Assistance Act and VEVRAA. Pursuant to these requirements,
notifications, or restrict the ability to place or receive certain the Equal Opportunity Clauses found at 41 Code of Federal
calls such as outbound toll free calls. Everbridge shall have no Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m),
liability to the extent such restrictions impede the Service. sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are
11.3 Waiver; Severability. The failure of either Party incorporated herein by reference as though set forth at length,
hereto to enforce at any time any of the provisions or terms of and made an express part of this Agreement.
this Agreement shall in no way be considered to be a waiver of
such provisions. If any provision of this Agreement is found by
3
Attachment A- Subordinate Agreement MA-060-16011934 Page 60 of 60
Exhibit A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the
particular products and services described in the Customer's Quote.
"Data Feed"means data content licensed by third parties to Everbridge and supplied to Customer through the Service
(e.g.,real time weather system information and warnings,and third party maps).
"Incident Administrator"means an individual who is authorized by Customer as an organizational administrator for the
Incident Management Service.
"Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management
Service.
"Premium Features"means the products and services listed on the Premium Feature List attached to the Quote.
1. Data Feeds;Other Data. Notwithstanding anything to the contrary in this Agreement,to the extent that Customer has
purchased or accesses Data Feeds,the sole and exclusive remedy for any failure,defect,or inability to access such
Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect
to such Data Feed. In addition,to the extent Customer has purchased a feature that allows Customer to monitor,and
utilize information and data from other sources not supplied by Everbridge directly(e.g.,Twitter)(collectively"Other
Data"),Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with
respect to all Other Data.
2. Incident Management. For Customers purchasing the Incident Management Service: (a) Customers may only
designate the number of Incident Operators and Incident Administrators set forth on the Quote, and such individuals
shall only have the access rights pursuant to such designation and role;(b) Incident Administrators shall have the ability
to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have
the ability to launch or manage incidents; and (d) Customer shall be provided the number of incident templates
purchased pursuant to the Quote. If Customer exceeds the number of Incident Operators, Incident Administrators or
incident templates purchased, Customer shall be charged the applicable fees then in effect for additional Incident
Operators,Incident Administrators or incident templates,as applicable.
4
Attachment A- Memorandum of Understanding Page 1 of 23
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE COUNTY OF ORANGE
AND
PARTICIPANTS
FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM
This Memorandum of Understanding, hereinafter referred to as "MOU," dated July 1,
2016, which date is stated for purposes of reference only, is entered into by and between the
County of Orange, a political subdivision of the State of California, hereinafter referred to as
"COUNTY," and the undersigned municipalities, public universities and water agencies
responsible for protecting a resident population and maintaining a dedicated public safety
answering point (PSAP) within the County of Orange, hereinafter referred to individually as
"PARTICIPANT"or collectively as"PARTICIPANTS."
This MOU is intended to establish governance and terms of use for a Countywide Public
Mass Notification System.
RECITALS
WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System
("System") for the primary intent of providing timely communication to the public during times
of emergency; and
WHEREAS, the County is making use of the System available to all cities and agencies
within the County of Orange who have the responsibility for protecting a resident population and
maintaining a dedicated public safety answering point(PSAP); and
WHEREAS, COUNTY entered into Orange County Agreement No. MA-060-16011934
("Agreement") with Everbridge, Inc., for the provision of Public Mass Notification System
Services, on or about May 24, 2016, attached hereto as Exhibit A, to disseminate critical, time-
sensitive emergency information to COUNTY's citizens and businesses through phone and e-
mail devices for emergency notification purposes; and
WHEREAS, COUNTY agrees to provide to PARTICIPANTS access to the services
provided by Everbridge, Inc. as contained in the Agreement in exchange for abiding by the
terms set forth in this MOU; and
WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the
Agreement, to use the System in compliance with all usage agreements, including but not limited
to the End User License Agreement, identified and incorporated herein as Exhibit A (Orange
County Agreement No. MA-060-16011934, Exhibit B (Countywide Public Mass Notification
System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this
MOU to receive the benefits under the Agreement.
NOW, THEREFORE, the parties agree as follows:
Page 1 of 5
Attachment A- Memorandum of Understanding Page 2 of 23
Definitions:
"Agreement" shall refer to Orange County Agreement No. MA-060-16011934 between
COUNTY and Everbridge, Inc. The Agreement is attached to this MOU as Exhibit A.
"Countywide"shall mean all geographic locations in Orange County, California.
"Contact information" shall mean PARTICIPANT and public contact data stored in the
System for the purpose of disseminating communication in accordance with this MOU
and its Exhibits.
"Confidential Information" shall include but not be limited to personal identifying
information about an individual such as address, phone number, Social Security number,
or any other identifier protected from disclosure by law, and/or any other information
otherwise protected from disclosure by law, for example, the identity of a victim of a sex
crime or a juvenile.
"Emergency" shall include, but not be limited to, instances of fire, flood, storm,
epidemic,riots, or disease that threaten the safety and welfare of the citizens and property
located within the boundaries of the COUNTY and PARTICIPANTS' respective
jurisdictions.
"Emergency information" shall mean information relevant to the safety and welfare of
recipients in the event of an Emergency. Such information shall include but not be
limited to instructions and directions to alleviate or avoid the impact of an emergency.
"Emergency notification situation" shall mean instances when emergency information is
to be distributed through the System.
"Individual User" shall mean an agent, officer, employee or representative of
PARTICIPANT that has been granted access to the System as set forth in this MOU.
"Non-emergency information" shall refer to information that is not relevant to the safety
and welfare of recipients, but has been deemed to be of significant importance to a
PARTICIPANT's jurisdiction to justify the use of the System to distribute such
information.
"Non-emergency notification situation" shall mean instances when a PARTICIPANT
deems non-emergencyinformation to be of significance to
a PARTICIPANT'S
jurisdiction and the PARTICIPANT uses the System to distribute such information.
"System" shall mean the Public Mass Notification System as provided by Everbridge,
Inc. to COUNTY under the Agreement. The System is designed to disseminate
information by utilizing common communications, i.e. telephone and e-mail
communications to citizens and businesses as permitted under the Agreement.
Page 2 of 5
Attachment A- Memorandum of Understanding Page 3 of 23
II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY,
its elected officials, officers, agents, employees, volunteers and those special districts and
agencies which COUNTY's Board of Supervisors acts as the governing Board
("COUNTY INDEMNITIES") from and against any and all claims, demands, losses,
damages, expenses or liabilities of any kind or nature which COUNTY, its officers,
agents, employees or volunteers may sustain or incur or which may be imposed upon
them for injury to or death of persons, or damages to property as a result of, or arising out
of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees,
subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless
PARTICIPANT, its officers, agents, employees and volunteers from and against any and
all claims, demands, losses, damages, expenses or liabilities of any kind or nature which
PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or
which may be imposed upon them for injury to or death of persons, or damages to
property as a result of, or arising out of the acts, errors or omissions of COUNTY, its
officers, agents, employees, subtenants, invitees, or licensees.
III. Term: This MOU shall be in effect from July 1, 2016 and shall expire on June 30, 2021,
unless COUNTY funding of the System becomes unavailable at which time
PARTICIPANTS will be given six-month advance notice per the termination terms found
in Paragraph IX. Termination, below.
IV. Scope of Services: PARTICIPANTS shall receive from COUNTY access to the same
services being provided by Everbridge, Inc. to the COUNTY under the Agreement.
COUNTY's involvement in this MOU is limited only to extending the availability of the
terms and conditions of the Agreement to the PARTICIPANTS.
V. Use: Use of the System and its data, including but not limited to contact information, is
governed by the terms, conditions and restrictions set forth in the terms provided in
Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in
Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as
needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits
will be distributed to PARTICIPANTS within five business days of the revision date and
shall be incorporated into this MOU. Such modifications to the Exhibits shall not be
deemed an amendment for the purposes of Paragraph X. Amendments, below.
PARTICIPANT, including each of its agents, officers, employees, and representatives
who are given access to the System, agrees to abide by the individual terms of each
agreement and the additional conditions incorporated herein. Breach of use may result in
individual user or PARTICIPANT access account termination.
PARTICIPANT agrees to require each Individual User to execute an Individual User
Agreement (Exhibit D) regarding their obligations to maintain the confidentiality of login
and password information; ensure that they will use the System in accordance with all
applicable laws and regulations, including those relating to use of personal information;
that they may be responsible for any breach of the terms of the Agreement with
Everbridge and/or this MOU; and the confidentiality provisions of this MOU.
Page 3 of 5
Attachment A- Memorandum of Understanding Page 4 of 23
PARTICIPANT further agrees to provide a copy of the signed Individual User
Agreement to COUNTY and notify COUNTY if an individual user withdraws their
consent to the Individual User Agreement at anytime during the term of this MOU.
The scope of services under the Agreement is limited to using the System to distribute
business communication to PARTICIPANT inter-departmental resources and/or
emergency information to the public in emergency notification situations.
All PARTICIPANTS have read and accept the terms and conditions found in COUNTY's
"Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)",
attached hereto as Exhibit B.
VI. Notice: Any notice or notices required or permitted to be given pursuant to this MOU
shall be submitted in writing and delivered in person, via electronic mail or via United
States mail as follows:
COUNTY:
County of Orange—Sheriff-Coroner Department
Emergency Management Division
Attn: Donna Boston/Emergency Management
2644 Santiago Canyon Road
Silverado,CA 92676
PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person
and notice information upon entering into this MOU.
Notice shall be considered tendered at the time it is received by the intended
recipient.
VII. Confidentiality: Each party agrees to maintain the confidentiality of confidential records
and information to which they have access a result of their use of the System and
pursuant to all statutory laws relating to privacy and confidentiality that currently exist or
exist at any time during the term of this MOU. All information and use of the System
shall be in compliance with California Public Utilities Code section 2872. No party shall
post confidential information as part of a mass notification unless the law allows such
information to be released.
VIII. Termination: The COUNTY or any PARTICIPANT may terminate its participation in
this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to
terminate its participation in this MOU, the terminating PARTICIPANT shall provide
written notification in accordance with Paragraph 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-
Page 4 of 5
Attachment A- Memorandum of Understanding Page 5 of 23
public PARTICIPANT (aka inter-departmental) owned contact information, as well as,
export resident provided contact information prior to termination. Resident provided
contact information acquired through PARTICIPANT sources shall remain in the System
and available to the County for regional or multi jurisdictional notification use as needed.
Should COUNTY discontinue its funding for the System, which shall be grounds for
COUNTY's termination of its participation, COUNTY shall give PARTICIPANTS six-
month advance courtesy notice prior to terminating the Agreement. All other reasons for
terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS.
it
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
LII defined in Paragraph X. Amendments,below.
IX. Amendments: This MOU may be amended only by mutual written consent of the parties
involved unless otherwise provided for in this MOU. The modifications shall have no
force and effect unless such modifications are in writing and signed by an authorized
representative of each party. Termination by a PARTICIPANT or adding a new
PARTICIPANT to this MOU shall not be deemed an amendment.
IN WITNESS WHEREOF, theP arties 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• �Sandra ei /1_,,..1 Date: 9' /w
Hutchens, Sher' -Cor' er
APPROVED AS TO FOril6t
County of Orange OFFICE OF THE COUNTY COMM&
ORANGE COUNTY.CALIFORNIA
PARTICIPANT: -Fa, OeCa,��R� 1 ri-ag IS- �IC�1' e'' Li i�
By: -+ Date: 5 g6
Authorized Signature
Sco}}Ce. 2o1 I G-ertea V
Print Name and Title
Page 5 of 5
Attachment A- Memorandum of Understanding Page 6 of 23
Exhibit B
Orange County Operational Area
„c
Countywide Public Mass Notification System
Standard Operating Procedures
-/FOckr
Effective: June 30, 2008 Revised: May 24, 2016
I. PURPOSE
The purpose of this document is to outline the Standard Operating Procedures for the use
and administration of AIertOC, 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 PrepareOC.
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 14
Attachment A- Memorandum of Understanding Page 7 of 23
r r_y Exhibit B
Orange County Operational Area
7 Countywide Public Mass Notification System
Standard Operating Procedures
�CIFOV
III. GOVERNANCE
The Orange County Sheriffs Department Emergency Management Division will manage the
Mass Notification System as a countywide asset under the Policy and Guidance approved
and recommended by the Orange County AIertOC Working Group., and agreed upon by
each individual Agency when they opt into the system.
Use of the System by each Agency is contingent upon that Agency abiding by the contract
with the mass notification vendor, and the protocols established by the Emergency
Management Council and Operational Area Executive Board.
The System utilizes the 9-1-1 database to complete the notifications. The use of the 9-1-1
database is regulated by the California Public Utilities Code (CPUC) sections 2872 and
2891.1. The information contained in the 9-1-1 database is confidential and proprietary and
shall not be disclosed or utilized except by authorized personnel for the purpose of
emergency notifications. Any agency in violation of this regulation is subject to criminal
charges as described in the CPUC.
The Orange County Sheriff's Department Emergency Management Division is responsible to
ensure that the provisions of the contract are implemented properly. Authorized users must
respect the integrity of the database, understand the privacy issues and fully comply with the
policies and protocols outlined in this document. If violations of the MOU and this approved
policy document are made by any individual or Agency, the Orange County Sheriffs
Department reserves the right to disable that individual's or Agency's login(s).
IV. OVERVIEW OF GENERAL SYSTEM FEATURES
At minimum, the Orange County Sheriffs Department shall acquire and maintain a Public
Mass Notification System capable of meeting the following requirements.
A. Licensed for use throughout the County's entire region
B. Capacity to send a 45 second message to 10,000 residents and businesses within
10 minutes
C. Capacity to send messages via phone, e-mail and text
D. Accessible via the public Internet
E. Provides audit trail logging and reporting
F. GIS map interface for geographic call list generation
G. Citizen self-registration web portal (available in English, Spanish and Vietnamese)
H. Interactive phone survey technology and reporting
I. IVR based notification setup and execution
J. Capable of identifying constituents preferred language and sending message in
English, Spanish and Vietnamese
Page 2 of 14
Attachment A- Memorandum of Understanding Page 8 of 23
Orange County Operational Area Exhibit B
71
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 2021.
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 Sheriff's 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 mayuse the System to send emergency notifications to
9 � 9 Y Y 9 Y
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 14
Attachment A- Memorandum of Understanding Page 9 of 23
Orange County Operational Area exhibit B
ICountywide Public Mass Notification System
��� z Standard Operating Procedures
�IFocz`c"
Emergency Use
Use of the Mass Notification System for emergency activity contains two components: (1)
the need to disseminate critical, safety-related information to individuals regarding
emergency events occurring now, follow up information regarding the event and termination
of the emergency event., and (2) communicating with safety-responder staff, volunteers and
involved parties about the emergency event.
As a general rule, the System is to be used when the public is being asked to take some
action (e.g. evacuate, prepare to evacuate, shelter in place, boil tap water before drinking,
local assistance centers and other follow up information, reentry to an areas after
evacuation orders have been lifted or termination of the emergency because the danger has
passed).
Emergency Public Notifications are limited to:
1. Imminent or perceived threat to life or property
2. Disaster notifications
3. Evacuation notices
4. Public health emergencies
5. Public safety emergencies
III
6. Any notification to provide emergency information to a defined community
The following criteria should be utilized to assist with determining the need to issue an alert:
1. Severity. Is there a significant threat to public life and safety?
2. Public Protection. Is there a need for members of the public to take a protective
action in order to reduce loss of life or substantial loss of property?
3. Warning. Will providing warning information assist members of the public in
making the decision to take proper and prudent action?
4. Timing. Does the situation require immediate public knowledge in order to avoid
adverse impact?
5. Geographical area. Is the situation limited to a defined geographical area? Is
that area of a size that will allow for an effective use of the system, given the
outgoing call capacity?
6. Are other means of disseminating the information inadequate to ensure proper
and time delivery of the information?
7. Is the message being sent follow up information to an emergency event in
progress?
If the answer to ALL of these questions is "Yes", then an activation of the Mass Notification
System for emergency purposes may be warranted.
To assist with trigger points for potential message use topics refer to Attachment A
Emergency Responder Notifications are limited to:
1. Contacting first responders to advise of an emergency
2. Contacting first responders to report for duty due to an emergency
Page 4 of 14
Attachment A- Memorandum of Understanding Page 10 of 23
.0
.,.�y Exhibit B
L)!( Orange County Operational Area
Countywide Public Mass Notification System
- Standard Operating Procedures
y'IFOS
3. Contacting key staff regarding an emergency or crisis situation
4. Contacting agency employees/DSWs to report at a different time or location (or
provide an update)due to an emergency
5. Exercises
Emergency considerations:
1. Notification shall clearly state situation is an emergency
2. Message length shall not exceed 60 seconds
3. 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
9
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 5of14
Attachment A- Memorandum of Understanding Page 11 of 23
�ti � Obi
Orange County Operational Area Exhibit B
3 Countywide Public Mass Notification System
C�, �;��IFO��Q- Standard Operating Procedures
C. Confidentiality
Agencies shall be responsible for: (i) ensuring that users maintain the confidentiality of all
user login and password information; (ii) ensuring that users use the service in accordance
with all applicable laws and regulations, including those relating to use of personal
information; (iii) any breach of the terms of this policy or the vendor agreement by any user;
and (iv) all communications by users using the service. Agencies shall promptly notify the
Orange County Sheriff's Department and the vendor if it becomes aware of any user action
or omission that would constitute a breach or violation of this policy or the vendor
agreement.
Through the "Memorandum of Understanding between the County of Orange and
Participants for use of Countywide Mass Notification System," each agency is bound in
writing to the confidentiality obligations sufficient to permit agencies to fully perform its
obligations under this policy or the vendor agreement.
VI. AUTHORIZED SYSTEM USERS
A. Public Notifications
In general, use of the system in most cities is the responsibility of the local law enforcement
agency. Since law is responsible to make alert, notification and evacuation orders.
However, others may also be authorized to make notifications will be officials including ,
emergency management, fire and city manager departments.
County Administrator: The Orange County Sheriffs Department will act as the Countywide
Public Mass Notification System County Administrator. County Administrator responsibilities
are covered in section IX. System Administration and Operation.
County User: Orange County Sheriff's Department Emergency Communication Division (9-
1-1 dispatch), Control One and Emergency Management Division personnel will be setup
as "County" users. County Users will have permission to access and launch emergency
notifications to all jurisdictions within Orange County consistent with County Operational
Area public safety response guidelines. All other county agencies will have permission to
execute inter department notifications.
The Orange County Emergency Operations Center, when activated will be responsible for
all public notifications to unincorporated areas during an emergency. For day to day use of
the system for public safety incidents including but not limited to hazmats, felony crimes with
suspects still at large, the Orange County Sheriff's Department Commander will be
responsible for execution of messages.
Local Agency Administrator: A minimum of one designated Local Agency Administrator will
be required for each Agency participating in the countywide System. Local Agency
Administrator responsibilities are covered in section IX. System Administration and
Operation.
Page 6 of 14
Attachment A- Memorandum of Understanding Page 12 of 23
Exhibit B
u , � Orange County Operational Area
Countywide Public Mass Notification System
Standard Operating Procedures
Local Agency User: Participating Agencies may have an unlimited number of Local Agency
Users. Local Agency Users will have access to resident contact records within their
jurisdiction as well as neighboring jurisdictions with an established MOU agreement. Local
Agency Users will be authorized and managed by the Local Agency Administrator and may
have varied system permissions.
Any City jurisdiction who has contracted police services shall grant and provide access to
their jurisdictions system in order to launch messages in a timely manner.
• Water agencies are identified as local users under the Orange County Sheriff's
Department Emergency Management Division.
Inter-Department User: Inter-departmental users will have permission to inter-departmental
contact information only and are authorized to use the system solely for inter-departmental
communication including but limited to first responder or volunteer call-outs. Additional user
for special contact groups including In House Special Services (IHSS), access and
functional need cliental may be established with prior authorization from the Orange County
Sheriffs Department to 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 Sheriff's 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 AIertOC 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
Page 7 of 14
Attachment A- Memorandum of Understanding Page 13 of 23
„ Oie
Orange County Operational Area Exhibit B
at
Countywide Public Mass Notification System
%: Standard Operating Procedures
9�IFO�l`�
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 (WEROC) emergency manager, and impacted city emergency
managers will occur prior to the lunch of the message by email containing the AIertOC
message before actual delivery of the message will occur.
a. The WEROC Emergency Manager is responsible to notify and provide the
information to the OA/County Emergency Manager since the identification
information will show the County of Orange as the initiator.
5. In the event a participating Agency is unable to send out an emergency message, the
Orange County Control One Coordinated Communications Center is available to act on
the local Agency's behalf. Agencies that do not have a current MOU with the County
may also request Control One to send out an emergency message. Control One will not
be available to send internal notifications. All rules and guidelines are applicable. It is
still the responsibility of the local agency with the primary responsibility of the incident to
receive approval for adjacent jurisdictions on multi-jurisdictional events. Attachment B is
the launch form containing all information required in order to launch a message.
Authority to request mutual aid assistance from Control One must be requested by a
Lieutenant or above (same protocols as requesting a Code Alex).
6. If the Operational Area EOC is activated, agencies may request to utilize the Orange
County Information Hotline 714-628-7085 as the identification phone number for
residents and businesses to call to obtain additional information. Agencies are
requested to send a copy of the AIertOC script to the OA EOC before the message is
launched, if possible.
7. Participating Agencies are authorized to develop pre-established notification lists and
messages to meet their individual needs. These lists may include special populations
(e.g. in-home care, schools, etc.) or those susceptible to certain risks (e.g. homes within
dam inundation zone). It is the responsibility of the participating Agency to create,
maintain and update these lists.
B. Emergency Response and Inter-Department Notifications:
1. Each participating Agency is authorized to create employee/volunteer and department
call lists and pre-recorded messages.
2. Any non-city agency wishing to create specialty groups which still contain public contact
information (ex: special needs callouts) may do so with prior consent. However, any
Page 8 of 14
Attachment A- Memorandum of Understanding Page 14 of 23
X92 Orange County Operational Area Exhibit B
Countywide Public Mass Notification System
c,•, Standard Operating Procedures
activation of information to any of these groups needs to be coordinated to ensure clear,
concise and accurate information is being dispersed. During emergencies, messages
will be coordinated with the Operational Area, Orange County Sheriffs Department
Emergency Management Division.
3. It is the sole responsibility of each participating Agency to maintain these lists and to
launch notifications as deemed necessary.
VIII. COSTS
The County of Orange agrees to fund the System for notifications classified as "emergency
use". The County of Orange also agrees to continue to purchase updated E911 telephone
data and geographic maps.
Costs associated with use of the System for non-emergency activity is the responsibility of the
local Agency through separate contract with the mass notification Vendor.
IX. SYSTEM ADMINISTRATION/OPERATIONS
Individual Agencies are responsible for providing logins and procedural training to key
individuals within their Agency responsible for using the Mass Notification System.
A. County Administrator
The 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.
6. Testing: facilitate routine System-wide test exercise, document overall test results and
recommend and execute, as needed, corrective action at the County level.
7. Public education campaign: initiate and facilitate public education campaign aimed at
making the public aware of the countywide public mass notification system initiative and
citizen web portal.
8. System support: provide support to Local Agency Administrators.
B. Local Agency Administrator
Page 9 of 14
Attachment A- Memorandum of Understanding Page 15 of 23
� Exhibit B
Orange County Operational Area
Countywide Public Mass Notification System
Standard Operating Procedures
9CIFO�r
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.
6. Testing: facilitate routine local System test exercise, document local test results and
recommend and execute, as needed, corrective action at the local level.
7. Public education campaign: initiate and facilitate public education campaign aimed at
making the local community aware of the intended use of the Mass Notification System
and citizen web portal.
8. System support: provide support to local Agency end-users.
X. INFORMATION SYSTEMS AND SUPPORT
The Orange County Sheriff's Department will acquire and maintain 24x7x365 vendor support
for the Mass Notification System. Participating Agencies are authorized to contact vendor
support as needed.
XI. ROUTINE TESTING
The Mass Notification System will be tested quarterly. Test exercises will be geared towards
insuring that use of the System in an emergency is optimized. This includes testing
operational readiness, activation procedures and system effectiveness as well as validating
data and system processes. Through test exercises, System administrators and users will be
able to observe the mode of operation to augment and refresh System and process
knowledge.
Specific test exercise routines, roles, responsibilities and schedule will be detailed in the
Operational Area Standard Operating Procedure document.
By signing the Mass Notification System MOU, participating Agencies agree to take part in
quarterly Mass Notification countywide test exercises.
XII. DEFINITIONS
1. System — All components of the Mass Notification System including hardware, software,
access portals, contact data and GIS maps.
Page 10 of 14
Attachment A- Memorandum of Understanding Page 16 of 23
ti O
÷� Exhibit B
Orange County Operational Area
3 1, Countywide Public Mass Notification System
Standard Operating Procedures
�IFORr
2. Resident—Comprises households and businesses.
3. IVR — Interactive Voice Response is a phone technology that allows a computer to detect
voice and touch tones using a normal phone call. This technology will allow a user of the
Mass Notification System to launch a message to a pre-defined call list when a pc or
internet connection is not available.
4. Emergency- "Emergency" shall include, but not be limited to, instances of fire, flood, storm,
epidemic, riots, or disease that threaten the safety and welfare of the citizens and property
located within the boundaries of the county and participants' respective jurisdictions.
Page 11 of 14
Attachment A- Memorandum of Understanding Page 17 of 23
� 02,
(DI > �-2 Orange County Operational Area Exhibit B
Countywide Public Mass Notification System
Standard Operating Procedures
9&rFotV'''
Revision History:
Revision Date Author Description
April 18,2008 PMNS Policy Committee Document originated
May 19,2008 PMNS Executive Review Team Non-emergency session termination in Section V., Item m C.
June 16,2008 Teara LeBlanc Exception clause in Section VII, Item A.,bullet 2.
May 2010 Vicki Osborn Revision of all sections _
June 2012 Raymond Cheung Revision for OCSD transition
May 2013 Raymond Cheung Revision for new vendor contract
May 2016 Raymond Cheung Added confidentiality item to Section V., Item C. and
allowed non-emergency use in Section V., Item B. and
Section VIII.
li
Page 12 of 14
Attachment A- Memorandum of Understanding Page 18 of 23
Orange County Operational Area Exhibit B
z
U\ Countywide Public Mass Notification System
Standard Operating Procedures
9CIFo�r
Attachment A—Alert OC Trigger Points Guidelines (Placeholder)
Type of Incident Description Meets
Public
Safety
Criteria
Active Shooter A shooting with armed individual or individuals is Yes
occurring in a known area.
Boil Water An unsafewater supply issue requiring the public to Yes
Orders boil water before use.
Building Fire A fire occurring in an urban area requiring evacuation Yes
or shelter in place for the immediate area. _
Violent Crimes Violent crimes that just occurred such as robbery, Yes
assault, murder, etc.
Felony Suspect Law enforcement is currently searching for a felony Yes
at Large suspect that is suspected to be in a certain area.
HazMat Hazardous Materials incidents that require a fire/hazmat Yes
response and may include evacuations or shelter-in-
place orders.
Health Orders Any public health order made pursuant to County Yes
Health Officer recommendations.
Missing Adult 12- 17 yrs with decreased mental capacity or medical Yes
(920A)with condition
special circs
Missing Child 12 yrs or younger ***Discussion add Amber alert Yes
(920C) triggers
Missing Juvi 18 yrs and older 12- 17 yrs with decreased mental Yes
(920J)with capacity or medical condition
special circs
Severe Weather Weather warnings that forecast an occurring or Yes
Related imminent threat to public safety or coincide with
protective action recommendations such as voluntary
or mandatory evacuation orders.
Evacuation or Voluntary or mandatory evacuation or shelter-in-place Yes
Shelter-in-Place orders.
Wildland Fire A fire occurring in a wildland urban interface area Yes
requiring immediate evacuation or shelter-in-place.
Road Closures Unplanned road closures due to an emergency Yes
situation.
Planned Events Road closures due to community events planned in No
advance.
Page 13 of 14
i -
i
Attachment A- Memorandum of Understanding Page 19 of 23
�� ��, 0
��'y� Exhibit B
Orange County Operational Area
Countywide Public Mass Notification System
9���\\:r Standard Operating Procedures
�IFOR'
AlertOC Activation Form (for emergency use only)
(Attachment B)
Request Received
Date/Time:
By: (Name/Title)
Jurisdiction Information
Jurisdiction Name:
Requestor: (Name/Title)
Contact Phone Numbers: #1: #2:
Authorizing Official:
(Name�tle)
Message Specifics
Date/Time Message to Be Sent: ❑ Immediately
Targeted Recipients:
Type of Message: ❑ Phone ❑ e-mail ❑ SMS
SMS Content:
Message Content:
Staff Executing Message
Initiator Name (printed):
-
Authorizing Sheriff Official:
Date and Time Sent:
Name, Date and Time Results
provided to jurisdiction
Pae 14 of 14
g
Attachment A- Memorandum of Understanding Page 20 of 23
NONDISCLOSURE AGREEMENT Exhibit C
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 California corporation (hereinafter "SBC California"), 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 notifications to citizens as defined in California Public Utilities
Commission Code Sections 2872 and 2891.1 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 tariff 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.
A9.2.6.B.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
li
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 s to SBC California all Neighborhood boyhood 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]
Attachment A- Memorandum of Understanding Page 21 of 23
Exhibit C
PACIFIC BELL TELEPHONE COMPANY dba XXXX(Customer)
SBC CALIFORNIA r �.
By: By.
Print Name: Print Name: Teara Le Blanc
Title: Title Program Manager
Date Signed: Date Signed: June 30.2008
XXXXSubcontractor and/or Agent)
( g t)
By:
Print Name:
Title:
Date Signed:
2
II
Attachment A- Memorandum of Understanding Page 22 of 23
Exhibit D
Public Mass Notification System
Individual User Agreement
1. [Insert Name] (hereinafter"USER") is an agent, officer, employee or representative of
[Insert name of entity], (hereinafter"PARTICIPANT").
2. PARTICIPANT is a signatory to a Memorandum of Understanding("MOU")between
with the County of Orange ("COUNTY") for Use of Countywide Mass Notification
System("SYSTEM").
3. As an agent, officer, employee or representative of PARTICIPANT, USER has been
granted access to the System by PARTICIPANT and is deemed an Individual User under
the MOU.
4. USER understands that as an Individual User, USER may only use the SYSTEM in the
manner described in the MOU, the Everbridge GSA Approved End User License
Agreement, and in accordance with the requirements of the law. .
5. By signing this Individual User Agreement, USER hereby further expressly agrees to the
do following things:
a) to maintain the confidentiality of login and password information;
b) to use the System in accordance with all applicable laws and regulations,
including those relating to use of personal information;
c) to be responsible for any breach of the terms of the Agreement with
Everbridge and/or the MOU between PARTICIPANT and COUNTY caused
by the Individual User; and
d) to maintain the confidentiality of all records and information to which the
Individual User may have access as a result of their access to the System
pursuant to all statutorylaws relating to privacy and confidentiality that
currentlyexist or exist at anytime duringthe term of this MOU; and
e) that all information transmitted and the use of the SYSTEM by USER shall be
in compliance with California Public Utilities Code section 2872.
6. USER also acknowledges having been provided the opportunity to review the GSA
Approved End User License Agreement with Everbridge, the MOU and California Public
Utilities Code section 2872,prior to signing this Individual User Agreement, and hereby
agrees to abide by both the letter and intent of those documents..
7. USER may withdraw their consent to terms contained within this Individual User
Agreement at any time by notifying PARTICIPANT in writing. USER acknowledges,
Attachment A- Memorandum of Understanding Page 23 of 23
Exhibit D
however,that withdrawing USER's consent will result in immediate termination of
USER's right and ability to access the SYSTEM.
By signing this Individual User Agreement, USER acknowledges having thoroughly read the
foregoing, and hereby consents and agrees to the above terms and conditions.
Dated:
Signature
Printed Name