HomeMy WebLinkAboutSanta Clara County - AlertSCCAIertSCC Participant Agreement
AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND
PARTICIPANTS FOR USE OF AIertSCC,
Santa Clara County Regional Mass Notification System
This Participant Agreement is entered into between the County of Santa
Clara, a political subdivision of the State of California (County") and City of
Gilroy ("Participant") to provide Participant with access to AIertSCC,
Santa Clara County Regional Mass Notification System, including all related
services, training, updates and maintenance. This Participant Agreement is
intended to establish governance and terms for access and use of AIertSCC,
Santa Clara County Regional Mass Notification System.
RECITALS
WHEREAS, County is sponsoring a countywide Regional Mass
Notification System ( "AIertSCC °) for the primary intent of providing timely
communication to the public and its employees; and
WHEREAS, the County controls use and access to AIertSCC, and is
making AIertSCC available to cities and agencies within the County of Santa
Clara pursuant to these agreed upon terms and conditions; and
WHEREAS, the County entered into a contract with Blackboard Connect
Inc. ("BCI Agreement"), attached hereto as Exhibit A, for the provision of
AIertSCC on or about September 23, 2008 to disseminate information to
County's citizens and businesses through computer, phone and handheld
devices; and .
WHEREAS, Participant agrees to uphold the terms and conditions of the
Participant Agreement, the BCI Agreement, Amendment No. 1, Amendment No.
2, the exhibits to said agreements, and to use AIertSCC in compliance with all
usage agreements identified and incorporated herein as Exhibit A (BCI
Agreement, Amendment No. 1, Amendment No.. 2), Exhibit B (AIertSCC,. Santa
Clara County Regional Mass Notification System Policy Manual), and this
Participant Agreement, in order to receive the benefits under the Participant
Agreement.
Now, therefore, for good and valuable consideration, the adequacy and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
2. EXHIBITS
Exhibit A = BCI Agreement, Amendment No. 1, Amendment No. 2
Exhibit B = AIertSCC, Santa Clara County Regional Mass Notification
System, Policy Manual
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THE COUNTY OF SANTA CLARA
AND PARTICIPANTS FOR USE OF
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AIertSCC Participant Agreement
3. TERM OF -AGREEMENT
3.1 This Participant Agreement shall be effective as of the date of the
last signature on this Participant Agreement.
3.2 This Participant Agreement shall expire upon the earlier of (a) .
expiration of the BCI Agreement, Amendment No. 2, or (b) termination pursuant
to Section 4.
4. TERMINATION
Either party to this Participant Agreement may in its sole discretion
terminate this Participant Agreement in whole but not in part by providing thirty
(30) days written notice to the other party.
5. MODIFICATION
This Participant Agreement shall not be altered, changed, modified, or
amended without the prior, express written consent of both parties to this
Participant Agreement. No amendment shall be effective or binding unless
approved by the County Director: of Emergency Preparedness, or authorized
designee.
6. SCOPE AND USE
6.1 Use of AIertSCC 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 this Participant Agreement, Exhibits A, Amendment No. 1 and
B to this Participant Agreement, and the then current BCI Acceptable Use Policy
and Privacy Policy. Participant agrees to the terms and conditions contained_
therein. In consideration for Participant's acceptance of said terms and
conditions, County agrees to provide Participant with access to AIertSCC at no
charge, during the term of this Participant Agreement, for the purpose of sending
emergency messages as defined in Amendment 2. The County and each City
will be able to send non- emergency messages provided they signed the Opt In
Authorization for Non - Emergency Messaging.
6.2 County retains the right to modify or update Exhibit A, Amendment
No. 2 and Exhibit B as needed, in whole or in part, during the term of this
Participant Agreement. Participant hereby consents to said modifications or
updates. County will distribute to Participant any and all revised exhibits within
ten (10) business days of the revision date. Upon transmission by County to
Participant, the revised exhibits shall thereby be incorporated into this Participant
Agreement. The revised exhibits shall not constitute a modification for purposes
of Section 5 to this Participant Agreement.
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THE COUNTY OF SANTA CLARA
AND PARTICIPANTS FOR USE OF
AIertSCC, Santa Clara County Regional Mass Notification System
AIertSCC Participant Agreement
6.3 Participant, including each of its agents, officers, employees, and
representatives who are given access to AIertSCC, agrees to abide by. the
individual terms of each agreement and the additional conditions incorporated
herein. Breach of use shall result in immediate individual user or Participant
access account termination.
6.4 The scope of services under this Participant Agreement is limited to
using AIertSCC to provide notification to Participant inter - departmental resources
and /or the public as described in the "AIertSCC, Santa Clara County Regional
Mass Notification System Policy Manual" attached hereto as Exhibit B.
6.5 Participant has received, read and understood the terms and
conditions found in "AIertSCC, Santa Clara County Regional Mass Notification
System Policy Manual" attached hereto as Exhibit B. Participant hereby accepts
said terms and conditions.
7. OWNERSHIP
Participant acknowledges and agrees that it has no ownership rights in
AIertSCC, data, phone numbers, email addresses, passwords, user IDs and
other access information to AIertSCC, training and user guides, materials
identified as confidential, the member pages of BCI's website and all other
materials pertaining to the use of AIertSCC. Participant accepts the terms of
ownership contained in the BCI Agreement.
8. WARRANTY, TRAINING, SUPPORT AND MAINTENANCE
Participant accepts the terms of warranty, training, support and
maintenance contained in the BCI Agreement.
9. CONFIDENTIALITY
Participant shall maintain the confidentiality of the information specked in
Section 7 of this Participant Agreement, the E911 data, 411 data, and the BCI
portal subscription data with the same degree of care that it uses to protect its
own confidential information; but in no event less than .a reasonable degree of
care, provided, however, that, Participant may disclose confidential information to
the extent required by law.
If Participant receives a California Public Records Act ( "CPRA ") request
for information specified in Section 7 of this Participant Agreement, the E911
data, 411 data or the BCI portal subscription data, Participant shall notify County
in writing within twenty four (24) hours of receipt of said request so that County
can respond to the request in a timely fashion. These requests should go to the
County Director of Emergency Preparedness, if Participant provides timely notice
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AND PARTICIPANTS FOR USE OF
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AIertSCC Participant Agreement
to the County, the County shall defend Participant against any claim, action or
litigation that may result from denial of a CPRA request.
10. INDEMNIFICATION
In lieu of and not withstanding the pro rata risk allocation which might otherwise
be imposed between the Parties pursuant to Government Code Section 895.6,
the Parties agree that all losses or liabilities incurred by a party shall not be
shared pro rata but instead the County and City of Gilroy agree that pursuant to
Government Code Section 895.4, each of the parties hereto shall fully indemnify
and hold each of the other parties, their officers, board members; employees and
agents, harmless from any claim, expense or cost, damage or liability imposed
for injury (as defined by Government Code Section 810.8) occurring by reason of
the negligent acts or omissions or willful misconduct of the indemnifying party, its
officers, board members, employees or agents, under or in connection with or
arising out of any work, authority or jurisdiction delegated to such party under this
Agreement. No party, nor any officer, board member, employee or agent thereof
shall be responsible for any damage or liability occurring by reason of the
negligent acts or omissions or willful misconduct of other parties hereto, their
officers, board members, employees or agents, under or in connection with or
arising out of any work, authority or jurisdiction delegated to such other parties
under this Agreement.
11. LIMITATION OF LIABILITY
In no event will County be liable to Participant for any incidental or
consequential damages, including but not limited to indirect, special, punitive, or
exemplary damages for loss of business, loss of profits, business interruption, or
loss of business information, arising out of or connected with this Participant
Agreement, or for any claim by any other party, even if advised of the possibility
of such damages.
12. DISCLAIMER:
The County is providing AIertSCC "AS IS." The County makes no
warranties, express or implied, including without limitation, any implied warranties
of merchantability and /or fitness for a particular purpose, regarding the accuracy,
completeness, value, quality, validity, merchantability, suitability, and condition,
of AIertSCC, its messages, or the data contained within AIertSCC.
13. ASSIGNMENT
Neither party may assign this Participant Agreement without the other
party's prior written consent. Any assignment made in conflict with this provision
shall be void.
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THE COUNTY OF SANTA CLARA
AND PARTICIPANTS FOR USE OF
AIertSCC, Santa Clara County Regional Mass Notification System
AlertSCC Participant Agreement
14. WAIVER
County's failure to require strict performance of any provision of this
Participant Agreement shall not waive or diminish County's right thereafter to
demand strict compliance with that or any other provision. No waiver by County
of any of its rights under this Participant Agreement shall be effective unless .
expressed in writing and signed by the County. A waiver by County of any of its
rights shall not be effective to waive any other rights.
15. NOTICES
15.1 All deliveries, notices, requests, demands or other communications
provided for or required by this Participant Agreement shall be in writing and shall
be deemed to have been given when sent by registered or certified mail, return
receipt requested; when sent by overnight carrier; or upon telephone
confirmation to sender of receipt of a facsimile communication which is followed
by a mailed hard copy from sender. Notices shall be addressed to:
COUNTY: Office of Emergency Services
Director of Emergency Preparedness
55 W. Younger Avenue, 0 Floor
San Jose, CA 95110
PARTICIPANT: City of Gilroy
City Administrator
7351 Rosanna Street
Gilroy, CA 95020
15.2 Each party may designate a different person and address by
sending written notice to the other party, to be effective no later than ten (10)
days after the date of the notice.
16. TITLES AND HEADINGS
The titles and headings of paragraphs, sections, subsections and exhibits
are for convenience only and are not intended to affect the proper construction of
this Participant Agreement.
17. SEVERABILITY
The provisions of this Participant Agreement are severable, and if for any
reason, a clause, sentence or paragraph of this Participant Agreement is
determined to be invalid by a court or County or commission having jurisdiction
over the subject matter thereof, such invalidity shall not affect other provisions of
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AND PARTICIPANTS FOR USE OF
AIertSCC, Santa Clara County Regional Mass Notification System
AIertSCC Participant Agreement
this Participant Agreement, which can be given effect without the invalid
provision.
18. FORCE MAJEURE
Neither party shall be liable for failure of performance, nor incur any
liability to the other party on account of any loss or damage resulting from any
delay or failure to'perform all or any part of this Participant Agreement if such
delay of failure is caused by events, occurrences, or causes beyond the
reasonable control and without negligence of the parties. Such events,
occurrences, or causes will include, but not limited to, labor strikes, lockouts,
riots, acts of war, acts of God, fire and explosion.
19. ENTIRE AGREEMENT
This Participant Agreement and attached exhibits incorporate all the
agreements, covenants and understandings between the parties concerning the
subject matter hereof, and all such agreements, covenants and understandings
have been merged into this Participant Agreement. No prior agreement or
understanding, verbal or otherwise, of the parties or their agents shall be valid or
enforceable unless embodied in this Participant Agreement.
20. SURVIVAL
All sections, paragraphs, subparagraphs and exhibits shall survive
termination or expiration of this Participant Agreement.
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THE COUNTY OF SANTA CLARA
AND PARTICIPANTS FOR USE OF
AlertSCC, Santa Clara County Regional Mass Notification System
AIertSCC Participant Agreement
21. GOVERNING LAWS
This Participant Agreement shall be construed and interpreted in
accordance with the laws of the State of California. Proper venue for legal action
regarding this Participant Agreement shall be in the County of Santa Clara.
IN WITNESS WHEREOF, Participant has caused its duly authorized
representatives to execute and deliver this Participant Agreement as of the date
first set forth below.
COUNTY OF SANTA CLARA
James Williams
Deputy County Executive
Office of the County Executive
Date: f
Dana Reed
Director of Emergency
Office of Emergency S
Date: 040L,
L,
PARTICIPANT
ness
Approved as to Form and Legality
De uty County u sel
Date:
Date: l L
Approved as to Form and Legality
Date: L-t
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THE COUNTY OF SANTA CLARA
AND PARTICIPANTS FOR USE OF
AIertSCC, Santa Clara County Regional Mass Notification System