HomeMy WebLinkAboutAgreement - Santa Clara County Central Fire Protection District - Contract No. 24CW1281 - Zonehaven Evacuation Management Platform Implementation, Subscription, and Maintenance - Signed 2023-10-311 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
AGREEMENT BETWEEN
CITY OF GILROY AND
SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT
FOR ZONEHAVEN EVACUATION MANAGEMENT PLATFORM
IMPLEMENTATION, SUBSCRIPTION, AND MAINTENANCE
This Agreement (“Agreement”) entered into by and between City of Gilroy (“Agency”)
and the Santa Clara County Central Fire Protection District (“District”) (collectively referred to
herein as the “Parties,” and individually, as a “Party”) for Zonehaven Evacuation Platform
Implementation, Maintenance, and Subscription Services is effective as of the date of its full
execution.
RECITALS
WHEREAS, the growing threat of wildfires and other emergencies requires coordination
across jurisdictions to ensure rapid and effective evacuation and mitigation;
WHEREAS, the Parties wish to develop and participate in regional emergency
notification, evacuation, and mutual aid strategies;
WHEREAS, the District received grant funding from the California Department of
Forestry & Fire Protection (“CalFire”) for evacuation planning software and services;
WHEREAS, the District currently has a contract for evacuation platform implementation,
maintenance, and subscription services with Zonehaven, Inc., a wholly owned subsidiary of
Genasys, Inc., effective June 28, 2022 (“Zonehaven” and the “District-Zonehaven Agreement”),
attached hereto as Exhibit A;
WHEREAS, the District-Zonehaven Agreement authorizes the District to grant
sublicenses or similar rights for Zonehaven’s services provided under the District-Zonehaven
Agreement to participating fire protection agencies within the County, including Agency
(“Participating Agencies”); and
WHEREAS, for mutual benefit, and subject to the terms and conditions of this
Agreement, the District wishes to grant Agency and Agency wishes to receive a sublicense to
Zonehaven’s services under the District-Zonehaven Agreement.
NOW, THEREFORE, Agency and the District hereby agree as follows:
1. Rendition of Services. Subject to the terms and conditions of this Agreement and the
District-Zonehaven Agreement, the District grants a sublicense or similar rights to Agency to
engage with Zonehaven to utilize the evacuation platform implementation, maintenance, and
subscription services substantially equivalent to those set forth in the Scope of Work of the
District-Zonehaven Agreement, attached hereto as Exhibit A (the “Services”). Agency
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2 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
agrees and acknowledges that it shall receive the Services subject to the provisions of the
District-Zonehaven Agreement, including but not limited to, the limitations and reservations
of rights specified in the District-Zonehaven Agreement, including, but not limited to, the
limitations on liability described in Exhibit D (SaaS Software Agreement) and Exhibit B-2.
In the event of a conflict between this Agreement and the District-Zonehaven Agreement, the
terms of this Agreement shall control.
a. Zonehaven Subcommittee Operating Procedures. The Parties further agree to
coordinate their use of the Services with all Participating Agencies in accordance with
the operating procedures attached hereto as Exhibit B and incorporated herein by this
reference. A tentative list of Participating Agencies is attached hereto as Exhibit C.
2. Term. This Agreement shall be effective as of the date of its full execution, and shall be in
force and effect until through June 27, 2025 or upon termination of the District-Zonehaven
Agreement, unless extended or terminated earlier in accordance with this Agreement.
3. Termination.
a. District-Zonehaven Agreement Termination. If for any reason the District-
Zonehaven Agreement terminates and/or Zonehaven ceases to provide the Services to
the District (a “Contractor Termination”), the District shall have the right to terminate
this Agreement immediately upon written notice to Agency. If the District does not
terminate this Agreement upon such Contractor Termination, the Parties shall make
good faith efforts to agree to a replacement for Zonehaven and this Agreement shall
continue in force as provided in Section 2 and this Section 3.
b. Termination for Convenience. District shall have the right to terminate this
Agreement for convenience upon ninety days written notice to Agency.
4. Duties Upon Termination. If the Agreement terminates for any reason, or when the
Agreement expires, the Parties shall cooperate and make good faith efforts to ensure prompt
and smooth transition of services without interruption or adverse impact to the District or the
Agency.
5. Compensation and Financial Obligations. Because the District has obtained grant funding
from CalFire for evacuation planning software and services, there is no exchange of funds or
financial obligations between the Parties associated with this Agreement, and no financial
compensation for the services provided by the Parties. The consideration for this Agreement
is the mutual public benefit to the Parties of increased regional cooperation and coordination
of evacuation and related services.
6. Relationship of the Parties. None of the provisions of this Agreement are intended to
create, nor shall be deemed or construed to create, any relationship between the Parties other
than that of independent parties contracting with each other for purpose of effecting the
provisions of this Agreement. The Parties are not, and will not be construed to be in a
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3 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
relationship of joint venture, partnership, or employer-employee. Neither Party has the
authority to make any statements, representations, or commitments of any kind on behalf of
the other Party, or to use the name of the other Party in any publications or advertisements,
except with the written consent of the other Party or as is explicitly provided herein.
7. Indemnification and Liability. Agency shall indemnify, defend, and hold harmless the
District, its officers, agents and employees from any claim, liability, loss, injury or damage
arising out of, or in connection with, Zonehaven’s provision of services to the Agency,
excepting only loss, injury or damage caused by the sole negligence or willful misconduct of
personnel employed by the District. Agency shall reimburse the District for all costs,
attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which
Agency contests its obligation to indemnify, defend and/or hold harmless the District under
this Agreement and does not prevail in that contest.
a. Third-Party Liability. As specified in the District-Zonehaven Agreement,
Zonehaven shall perform the Services as an independent contractor and not as an
officer, agent, servant or employee of the District. Under no circumstances shall
Zonehaven be considered an officer, agency, employee and/or representative of the
District. Agency acknowledges and agrees that the District shall not be liable for any
acts or omissions by Zonehaven or its officers, agents, employees, contractors, and
subcontractors, under any circumstances, including, but not limited to, Zonehaven’s
performance with respect to Agency, Zonehaven’s breach or alleged breach of the
District-Zonehaven Agreement, Zonehaven’s failure to perform the Services, or
Zonehaven’s negligent performance of the Services. Agency agrees that Zonehaven
shall be solely responsible for the acts and omissions of its officers, agents,
employees, contractors, and subcontractors. Nothing in this Agreement prevents the
Agency from taking action against Zonehaven, subject to any limitations or
applicable provisions in the District-Zonehaven Agreement.
b. Release of Claims Related to Third-Party Services. To the fullest extent permitted
by law and except as otherwise provided herein, Agency hereby releases, agrees not
to sue, and discharges the District, its Board, officials, officers, agents, employees, or
volunteers from any and all claims, actions, causes of action, demands, rights,
damages, costs, expenses and compensation arising out of, or in connection with,
Zonehaven’s provision of services to the Agency, including but not limited to, any
claims for injury, death, or damage or loss to personal property.
In connection with this Section 7(b) (Release of Claims Related to Third-Party
Services), Agency expressly waives the benefits of section 1542 of the California
Civil Code, which provides as follows:
A general release does not extend to claims that the creditor or releasing party does
not know or suspect to exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected his or her settlement
with the debtor or released party.
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4 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
Initials of Agency
8. Notices. Any notice required to be given by either Party, or which either Party may wish to
give, shall be in writing and served either by personal delivery or sent by certified or
registered mail, postage prepaid, addressed as follows:
To the District: Santa Clara County Central Fire Protection District
14700 Winchester Boulevard
Los Gatos, CA 95032
Attention: Fire Chief
To the Agency: City of Gilroy
7351 Rosana Street
Gilroy, CA 95020
Attn: City Administrator
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3)
business days after deposit in the mail. Either Party may designate a different person and/or
address for the receipt of notices by sending written notice to the other Party.
9. Confidentiality. To the extent that the Parties are provided with, collect, or maintain
information about third-party individuals pursuant to this Agreement, the Parties shall treat
such information as confidential. Neither Party shall disclose such information to any non-
Party without the prior written consent of the affected individual or the other Party.
Notwithstanding this Section 9, the Parties may provide information in response to a
California Public Records Act request in conformance with Section 10(H) of this Agreement.
10. Agency Data. “Agency Data” means data and information that the Agency provides to
District, but does not include data and information already known to District, that is publicly
available, or that is disclosed to District by a third party who is not subject to any restrictions
or obligations of confidentiality. All Agency Data is the property of the Agency, and District
will not have any ownership interest in Agency Data. Other than performing obligations
under this Agreement, District will not disclose Agency Data without prior written
permission from the Agency. (For Zonehaven’s obligations regarding Agency Data, see
Section 14 of the District-Zonehaven Agreement.)
11. General Contract Provisions.
A. Governing Law; Venue. This Agreement has been executed and delivered in, and
shall be construed and enforced in accordance with, the laws of the State of
California. Proper venue for legal action regarding this Agreement shall be in Santa
Clara County.
B. Binding on Successors. All of the terms, provisions, and conditions of this
Agreement shall be binding upon and inure to the benefit of the Parties hereto and
their respective successors, assigns and legal representatives.
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5 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
C. Waiver. No delay or failure to require performance of any provision of this
Agreement shall constitute a waiver of that provision as to that or any other instance.
Any waiver granted by a Party must be in writing, and shall apply to the specific
instance expressly stated.
D. Entire Agreement; Modification. This document represents the entire Agreement
between the Parties with respect to the subject matter hereof. All prior negotiations
and written and/or oral Agreements between the Parties with respect to the subject
matter of this Agreement are merged into this Agreement. This Agreement may only
be amended by a written instrument signed by the Parties.
E. Conflicts of Interest. The Parties shall comply, and shall require their employees
and subcontractors to comply, with all applicable (i) requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of
interest laws and regulations including, without limitation, California Government
Code section 1090 et. seq., the California Political Reform Act (California
Government Code section 87100 et. seq.) and the regulations of the Fair Political
Practices Commission concerning disclosure and disqualification (2 California Code
of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach
of this Agreement and is grounds for immediate termination of this Agreement by
either Party.
F. Non-Discrimination. The Parties shall comply with all applicable Laws concerning
nondiscrimination and equal opportunity in employment and contracting, including
but not limited to the following: Santa Clara County’s policies for contractors on
nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as
amended; Americans with Disabilities Act of 1990; the Age Discrimination in
Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the
Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code §
12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the
Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, the
Parties shall not discriminate against any subcontractor, employee, or applicant for
employment because of age, race, color, national origin, ancestry, religion, sex,
gender identity, gender expression, sexual orientation, mental disability, physical
disability, medical condition, political belief, organizational affiliation, or marital
status in the recruitment, selection for training (including but not limited to
apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or
other forms of compensation. Nor shall the Parties discriminate in the provision of
services provided under this contract because of age, race, color, national origin,
ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental
disability, physical disability, medical condition, political beliefs, organizational
affiliations, or marital status.
G. Budget Contingency. This Agreement is contingent upon the appropriation of
sufficient funding by the District for the services covered by this Agreement,
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6 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
including the availability of grant funding relating to Services under the District-
Zonehaven Agreement. If funding is reduced or deleted by the District for the
services covered by this Agreement, the District has the option to either terminate this
Agreement with no liability occurring to the District or to offer an amendment to this
Agreement indicating the reduced amount.
H. California Public Records Act. The Parties are public agencies subject to the
disclosure requirements of the California Public Records Act (“CPRA”). In the
event of a request to one Party for information submitted to it by the other Party, the
Party receiving the request will make best efforts to provide notice to the submitting
Party prior to such disclosure. If the submitting Party contends that any documents
are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain
a protective order, injunctive relief or other appropriate remedy from a court of law
before the Party receiving the CPRA request is required to respond to the CPRA
request. If the submitting Party fails to obtain such remedy within the time the Party
receiving the CPRA request is required to respond to the CPRA request, the latter
Party may disclose the requested information.
I. Third Party Beneficiaries. This Agreement does not, and is not intended, to confer
any rights or remedies upon any person or entity other than the Parties and
Zonehaven. Zonehaven’s rights and remedies with respect to this Agreement are
limited to those provided under the District-Zonehaven Agreement.
J. Severability. The provisions of this Agreement shall be severable, and if any clause,
sentence, paragraph, provision or other part shall be adjudged by any court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions
of this Agreement will be valid and binding on District and Agency.
K. Survival. Termination, expiration, or cancellation of this Agreement does not affect
any provision that survives as a matter of law or expressly survives termination,
expiration, or cancellation.
L. Incorporation of Exhibits. All Exhibits, addenda, schedules and other documents
referenced herein and attached hereto are hereby fully incorporated and made part of
this Agreement as if the terms and content thereof had been fully set forth in the body
of this Agreement.
M. Contract Execution. Unless otherwise prohibited by law or District policy, the
Parties agree that an electronic copy of a signed contract, or an electronically signed
contract, has the same force and legal effect as a contract executed with an original
ink signature. The term “electronic copy of a signed contract” refers to a
transmission by facsimile, electronic mail, or other electronic means of a copy of an
original signed contract in a portable document format. The term “electronically
signed contract” means a contract that is executed by applying an electronic signature
using technology approved by the District.
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7 of 7 Agreement between
City of Gilroy and Central Fire Protection District
for Zonehaven Evacuation Platform Services
N. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly
authorized representatives.
SANTA CLARA COUNTY CENTRAL
FIRE PROTECTION DISTRICT:
By:
Suwanna L. Kerdkaew
Fire Chief
Date:
APPROVED AS TO FORM AND
LEGALITY
By:
Aaron Forbath
Deputy County Counsel
Date:
CITY OF GILROY:
By:
Jimmy Forbis
City Administrator
Date:
ATTEST:
Thai Pham
City Clerk
APPROVED AS TO FORM
By:
Andy Faber
City Attorney
Date:
Exhibit A: District-Zonehaven Agreement
Exhibit B: Zonehaven Subcommittee Operating Procedures
Exhibit C: Tentative List of Participating Agencies
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10/26/2023
10/26/2023
10/27/2023
10/31/2023
EXHIBIT A: DISTRICT-ZONEHAVEN AGREEMENT
[Attached]
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Agreement between Santa Clara County Final Template (Rev. 6/17/19) Central Fire Protection District and Zonehaven for Evacuation Management Regional Program
AGREEMENT BETWEEN
SANTA CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT
AND
ZONEHAVEN, INC.
FOR EVACUATION MANAGEMENT PLATFORM IMPLEMENTATION AND
MAINTENANCE
This Agreement (“Agreement”) entered into by and between the Santa Clara County
Central Fire Protection District (“DISTRICT” or “Santa Clara County Fire Department”) and
Zonehaven, a Wholly-Owned Division of Genasys, Inc. (“CONTRACTOR”) (collectively referred
to herein as the “Parties,” and individually, as a “Party”) for a county-wide regional program for
Evacuation Platform Implementation and Maintenance/Subscription Services is effective as of the
date of its full execution. For purposes of this Agreement, the term “Agency” or “Participating
Agencies” shall mean a party or parties to agreements between the District and a regional
governmental entity for the sublicense and related services of Contractor’s services from the
District to such agencies (“Agency Agreement”).
1. Rendition of Services. The CONTRACTOR agrees to provide professional services to the
DISTRICT in accordance with the terms and conditions of this Agreement (“Services”). In the
performance of its Services, CONTRACTOR represents that it has and will exercise that degree
of professional care, skill, efficiency and judgment ordinarily employed by contractors
providing similar services.
2. Scope of Services. CONTRACTOR shall provide the services as specified in the Scope of
Work in Exhibit A, attached hereto and incorporated herein by this reference.
3. Term. This Agreement shall be effective as of the date of its full execution, and shall be in
force and effect for three years unless terminated earlier in accordance with this Agreement.
Two (1) one-year extensions shall be available at the sole discretion of District and as provided
by written notice given thirty (30) days prior to the expiration of each one-year period, as
applicable.
4. Termination.
a. Termination for Convenience. DISTRICT may terminate this Agreement without
cause by giving CONTRACTOR 30 days’ written notice specifying the effective date of
such termination. CONTRACTOR shall be compensated in accordance with the
provisions this Agreement for the services performed and expenses incurred as of the
date of such termination. In the event of DISTRICT’s exercise of its Termination for
Convenience right under this provision, DISTRICT shall not be entitled to any refund of
subscription fees paid for the period during which Termination for Convenience is
exercised.
b. Termination for Cause. DISTRICT may terminate this Agreement for cause upon 14
days’ written notice to CONTRACTOR. For purposes of this Agreement, “cause”
includes, but is not limited to, any of the following: (a) assignment, delegation, or
subcontracting by CONTRACTOR of this Agreement without the prior written consent
of DISTRICT, which DISTRICT may withhold in its sole and absolute discretion, (b)
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Agreement between Santa Clara County Final Template (Rev. 6/17/19) Central Fire Protection District and Zonehaven for Evacuation Management Regional Program
violation by CONTRACTOR of any applicable laws, rules, regulations, policies or
procedures, (c) failure to respond to requests for information as required by this
Agreement, and (d) any other material breach of this Agreement by CONTRACTOR.
Such notice shall specify the reason for termination and shall indicate the effective date
of such termination.
5. Duties Upon Termination. If the Agreement terminates for any reason, or when the
Agreement expires, CONTRACTOR shall cooperate with the DISTRICT and any other
CONTRACTOR to ensure prompt and smooth transition of services without interruption or
adverse impact to the DISTRICT. Within ten (10) calendar days of the termination or
expiration of the Agreement, CONTRACTOR shall return all materials to the DISTRICT
provided to CONTRACTOR; all finished or unfinished documents, data, studies, maps,
photographs, reports, and other materials prepared by CONTRACTOR under the direction of
the DISTRICT shall become the property of the DISTRICT and shall be promptly delivered to
the DISTRICT.
6. Compensation and Billing.
a. Maximum Financial Obligation. The Parties agree that the maximum amount payable
by the DISTRICT to the CONTRACTOR under this Agreement shall not exceed
$299,250 for the first year of the contract and $164,250 annually for each of any
subsequent optional subscription years in the event they are exercised. DISTRICT
financial obligation is contingently on availability of grant funding, as explained further
below. DISTRICT shall have no financial obligation for periods in which subscription is
not in effect. Such Maximum Financial Obligation does not represent a commitment by
the DISTRICT to CONTRACTOR.
b. Payment / Invoices. Payment will be made according to the Payment Schedule in
Exhibit C attached hereto and incorporated herein by this reference. CONTRACTOR’s
invoices shall be submitted to DISTRICT on a form or in a format approved by
DISTRICT. DISTRICT has the right to request clarification of any line-items or entire
invoices prior to issuing payment under a particular invoice. A request for clarification
must be made by DISTRICT within fifteen (15) calendar days of receipt of the invoice
at issue. If a request for clarification is made, the amount at issue is not due until thirty
(30) calendar days after clarification has been requested, clarification has been received
and accepted as resolved by the DISTRICT. For invoices where clarification is not
sought in whole or in part, payment shall be submitted within thirty (30) calendar days
of receipt of the applicable invoice.
7. Audit Rights. Pursuant to California Government Code Section 8546.7, the Parties
acknowledge and agree that every contract involving the expenditure of public funds in excess
of $10,000 shall be subject to audit by the State Auditor and/or grant administrator. All
payments made under this Agreement shall be subject to an audit at the DISTRICT’s option,
and shall be adjusted in accordance with said audit. Necessary adjustments may be made from
current billings.
CONTRACTOR shall be responsible for receiving, replying to, and complying with any audit
exceptions set forth in DISTRICT audits. CONTRACTOR shall pay to DISTRICT the full
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Agreement between Santa Clara County Final Template (Rev. 6/17/19) Central Fire Protection District and Zonehaven for Evacuation Management Regional Program
amount of any audit determined to be due resulting from any DISTRICT audit exceptions. This
provision is in addition to other inspection and access rights in this Agreement.
8. Relationship of the Parties. CONTRACTOR shall perform all work and services described
herein as an independent contractor and not as an officer, agent, servant or employee of
DISTRICT. None of the provisions of this Agreement are intended to create, nor shall be
deemed or construed to create, any relationship between the Parties other than that of
independent parties contracting with each other for purpose of effecting the provisions of this
Agreement. The Parties are not, and will not be construed to be in a relationship of joint
venture, partnership, or employer-employee. Neither Party has the authority to make any
statements, representations, or commitments of any kind on behalf of the other Party, or to use
the name of the other Party in any publications or advertisements, except with the written
consent of the other Party or as is explicitly provided herein. CONTRACTOR will be solely
responsible for the acts and omissions of its officers, agents, employees, contractors, and
subcontractors, if any.
9. Ownership Rights to Materials / Restrictions on Use. All materials obtained, developed, or
prepared by CONTRACTOR for the DISTRICT and at DISTRICT’S direction in the course of
performing services hereunder and the derivative works thereto, including patent, copyright,
trademark, trade secret or other proprietary rights associated therewith (collectively
“Deliverables”), shall be the sole and exclusive property of the DISTRICT. To the extent
CONTRACTOR owns or claims ownership rights to said Deliverables, CONTRACTOR
hereby expressly assigns all said rights, title, and interest in and to the Deliverables to the
DISTRICT pursuant to the terms and conditions of this Agreement and at no additional cost.
The DISTRICT has the exclusive royalty-free irrevocable right to duplicate, publish or
otherwise use for any purpose, all materials prepared under this Agreement. If
CONTRACTOR wishes to use the materials prepared hereunder for any purpose including but
not limited to promotional, educational, or commercial purposes, the CONTRACTOR shall
obtain prior written authorization from the DISTRICT, which consent may be withheld by the
DISTRICT in its sole discretion. CONTRACTOR acknowledges that all original works of
authorship that are made by CONTRACTOR (solely or jointly with others) within the scope of
this Agreement and that are protectable by copyright are “works made for hire,” as that term is
defined in the United States Copyright Act (17 U.S.C., Section 101), and shall belong solely to
DISTRICT.
CONTRACTOR agrees that the DISTRICT will be the copyright owner in all copyrightable
works of every kind and description created or developed by CONTRACTOR, solely or
jointly with others, in connection with any Agreement with the DISTRICT. If requested to,
and at no further expense to the DISTRICT, CONTRACTOR will execute in writing any
acknowledgments or assignments of copyright ownership of such copyrightable works as
may be appropriate for preservation of the worldwide ownership in the DISTRICT and its
nominees of such copyrights. This section shall apply to the extent not otherwise provided
under this Agreement. If any property of the DISTRICT is lost, damaged, or destroyed
before final delivery to the DISTRICT, the CONTRACTOR shall replace it at its own
expense and the CONTRACTOR hereby assumes all risks of loss, damage, or destruction
of or to such materials.
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Agreement between Santa Clara County Final Template (Rev. 6/17/19) Central Fire Protection District and Zonehaven for Evacuation Management Regional Program
In the event of termination of this Agreement, other than Termination for Cause, DISTRICT
grants CONTRACTOR a royalty-free, perpetual license to use materials described in this
Section 9 for the sole purpose of public benefit and increased public safety.
10. Indemnification and Insurance. Insurance and indemnity terms are incorporated in Exhibit
B-2. CONTRACTOR shall immediately notify DISTRICT upon learning of any potential or
asserted claim, liability, loss, injury, or damage for which the CONTRACTOR may be
obligated to indemnify, defend, or hold the DISTRICT harmless pursuant to any provision of
this Agreement.
11. Intellectual Property Indemnity. Contractor represents and warrants for the benefit of the
County and its users that it is the exclusive owner of all rights, title and interest in the product
or services to be supplied.
Contractor shall, at its own expense, indemnify, defend, settle, and hold harmless the County
and its employees, agents and assigns against any claim or potential claim that any good,
(including software) and/or service, or County’s use of any good (including software) and/or
service, provided under this Agreement infringes any patent, trademark, copyright or other
proprietary rights, including trade secret rights. Contractor shall pay all costs, damages and
attorneys’ fees that a court or other adjudicatory body awards as a result of any such claim.
12. Notices. Any notice required to be given by either Party, or which either Party may wish to
give, shall be in writing and served either by personal delivery or sent by certified or registered
mail, postage prepaid, addressed as follows:
To the DISTRICT: Santa Clara County Central Fire Protection District
14700 Winchester Boulevard
Los Gatos, CA 95032
Attention: Fire Chief
To the CONTRACTOR: Genasys Inc
16262 W Bernardo Dr
San Diego, CA 92127
Richard Danforth
rdanforth@genasys.com
Notice shall be deemed effective on the date personally delivered or, if mailed, three (3)
business days after deposit in the mail. Either Party may designate a different person and/or
address for the receipt of notices by sending written notice to the other Party.
13. District Data. “District Data” means data and information that the DISTRICT provides to
CONTRACTOR, but does not include data and information already known to CONTRACTOR,
that is publicly available, or that is disclosed to CONTRACTOR by a third party who is not
subject to any restrictions or obligations of confidentiality. All District Data is the property of
the DISTRICT, and CONTRACTOR will not have any ownership interest in District Data.
Other than performing obligations under this Agreement, CONTRACTOR will not use or
disclose District Data without prior written permission from the DISTRICT. CONTRACTOR
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Agreement between Santa Clara County Final Template (Rev. 6/17/19) Central Fire Protection District and Zonehaven for Evacuation Management Regional Program
is responsible for ensuring the security and confidentiality of District Data; protecting against
any anticipated threats or hazards to the security or integrity of District Data; protecting against
unauthorized access to or use of District Data that could result in substantial harm or
inconvenience to the DISTRICT; and ensuring the proper disposal of District Data upon
termination of this Agreement. CONTRACTOR will take appropriate action to address any
unauthorized access to District Data, including notifying DISTRICT as soon as possible of any
unauthorized access and resolving the cause of the unauthorized access. If CONTRACTOR
discloses confidential and/or legally protected District Data to unauthorized persons or entities,
CONTRACTOR will comply with all applicable federal and state laws and regulations,
including California Civil Code sections 1798.29 and 1798.82, at CONTRACTOR’s sole
expense (if applicable). CONTRACTOR will not charge the DISTRICT for any expenses
associated with CONTRACTOR’s compliance with the obligations set forth in this section.
14. Agency Data. “Agency Data” means data and information that the Agency provides to
Contractor, but does not include data and information already known to Contractor, that is
publicly available, or that is disclosed to Contractor by a third party who is not subject to any
restrictions or obligations of confidentiality. All Agency Data is the property of the Agency,
and District or Contractor will not have any ownership interest in Agency Data. Other than
performing obligations under this Agreement, District or Contractor will not disclose Agency
Data without prior written permission from the Agency. Notwithstanding this Section 14, the
District may disclose Agency Data in response to a California Public Records Act request in
conformance with Section 19(K) of this Agreement.
15. Warranty. Any goods and/or services furnished under this Agreement shall be covered by the
most favorable commercial warranties that Contractor gives to any of its customers for the
same or substantially similar goods and/or services. Any warranties so provided shall
supplement, and shall not limit or reduce, any rights afforded to County by any clause in this
Agreement, any applicable Uniform Commercial Code warranties, including, without
limitation, Implied Warranty of Merchantability and Implied Warranty of Fitness for a
Particular Purpose as well as any other express warranty.
Contractor expressly warrants that all goods supplied shall be new, suitable for the use
intended, of the grade and quality specified, free from all defects in design, material and
workmanship, in conformance with all samples, drawings, descriptions and specifications
furnished by the County, in compliance with all applicable federal, state and local laws and
regulations and free of liens, claims and encumbrances. Contractor warrants that all services
shall strictly conform to the County’s requirements.
Contractor shall immediately replace or repair any good not conforming to any warranty, or
provide services to conform to County’s requirements. If after notice, Contractor fails to repair
or replace goods, or to provide services to conform to County’s requirements, Contractor shall
promptly refund to County the full purchase price paid by the County. This remedy is
nonexclusive of other remedies and rights that may be exercised by the County. Claims for
damages may include direct damages, such as cost to repair, as well as incidental and
consequential damages.
During the provision of goods and services, Contractor may not disclaim any warranty, express
or implied, and any such disclaimer shall be void. Additionally, the warranties above shall not
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be deemed to exclude Contractor’s standard warranties or other rights and warranties that the
County may have or obtain.
16. Confidentiality. To the extent that CONTRACTOR is provided with, collects, or maintains
information about third-party individuals pursuant to this Agreement, CONTRACTOR shall
treat such information as confidential. CONTRACTOR shall not disclose such information to
any person or entity other than the DISTRICT or the Agency unless CONTRACTOR has
obtained the prior written consent of the affected individual, the DISTRICT or the Agency.
17. County No-Smoking Policy. CONTRACTOR and its employees, agents, and subcontractors
shall comply with the County’s No-Smoking Policy, as set forth in the Board of Supervisors
Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the
Santa Clara Valley Medical Center Campus and all County-owned and operated health
facilities, (2) within 30 feet surrounding County-owned buildings and leased buildings where
the County is the sole occupant, and (3) in all County vehicles.
18. Food and Beverage Standards. Except in the event of an emergency or medical necessity, the
following nutritional standards shall apply to any foods and/or beverages purchased by
CONTRACTOR with DISTRICT funds for DISTRICT-sponsored meetings or events.
If food is to be provided, healthier food options shall be offered. “Healthier food options”
include (1) fruits, vegetables, whole grains, and low fat and low-calorie foods; (2) minimally
processed foods without added sugar and with low sodium; (3) foods prepared using healthy
cooking techniques; and (4) foods with less than 0.5 grams of trans fat per serving. Whenever
possible, CONTRACTOR shall (1) offer seasonal and local produce; (2) serve fruit instead of
sugary, high calorie desserts; (3) attempt to accommodate special, dietary and cultural needs;
and (4) post nutritional information and/or a list of ingredients for items served. If meals are to
be provided, a vegetarian option shall be provided, and the CONTRACTOR should consider
providing a vegan option. If pre-packaged snack foods are provided, the items shall contain: (1)
no more than 35% of calories from fat, unless the snack food items consist solely of nuts or
seeds; (2) no more than 10% of calories from saturated fat; (3) zero trans fat; (4) no more than
35% of total weight from sugar and caloric sweeteners, except for fruits and vegetables with no
added sweeteners or fats; and (5) no more than 360 mg of sodium per serving.
If beverages are to be provided, beverages that meet the County’s nutritional criteria are (1)
water with no caloric sweeteners; (2) unsweetened coffee or tea, provided that sugar and sugar
substitutes may be provided as condiments; (3) unsweetened, unflavored, reduced fat (either
nonfat or 1% low fat) dairy milk; (4) plant-derived milk (e.g., soy milk, rice milk, and almond
milk) with no more than 130 calories per 8 ounce serving; (5) 100% fruit or vegetable juice
(limited to a maximum of 8 ounces per container); and (6) other low-calorie beverages
(including tea and/or diet soda) that do not exceed 40 calories per 8 ounce serving. Sugar-
sweetened beverages shall not be provided.
19. General Contract Provisions.
A. Assignment; Delegation; Subcontracting. CONTRACTOR may not assign any of its
rights, delegate any of its duties, or subcontract any portion of its work or business
under this Agreement without the prior written consent of DISTRICT, which
DISTRICT may withhold in its sole and absolute discretion. No assignment,
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delegation, or subcontracting will release CONTRACTOR from any of its obligations
or alter any of its obligations to be performed under the Agreement.
B. Merger and Acquisition. The terms of this Agreement will survive an acquisition,
merger, divestiture or other transfer of rights involving Contractor. In the event of an
acquisition, merger, divestiture or other transfer of rights Contractor must ensure that
the acquiring entity or the new entity is legally required to:
(1) Honor all the terms negotiated in this Agreement and any pre-acquisition or pre-
merger Agreement between Contractor and the County, including but not limited to a)
established pricing and fees; b) guaranteed product support until the contract term even
if a new product is released; and c) no price escalation during the term of the contract.
(2) If applicable, provide the functionality of the software in a future, separate or
renamed product, if the acquiring entity or the new entity reduces or replaces the
functionality, or otherwise provide a substantially similar functionality of the current
licensed product. The County will not be required to pay any additional license or
maintenance fee to an acquiring entity in order to continue with full use, benefit, and
functionality of software licensed under this Agreement until expiration or termination.
(3) Give 30-days written notice to the County following the closing of an acquisition,
merger, divestiture or other transfer of right involving Contractor.
C. Assignment of Clayton Act, Cartwright Act Claims. CONTRACTOR assigns to the
DISTRICT all rights, title, and interest in and to all causes of action it may have under
Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2
(commencing with Section 16700) of Part 2 of Division 7 of the Business and
Professions Code), arising from purchases of goods, materials, or services by the
CONTRACTOR for sale to the DISTRICT pursuant to this Agreement.
D. Governing Law; Venue. This Agreement has been executed and delivered in, and
shall be construed and enforced in accordance with, the laws of the State of California.
Proper venue for legal action regarding this Agreement shall be in Santa Clara County.
E. Binding on Successors. All of the terms, provisions, and conditions of this Agreement
shall be binding upon and inure to the benefit of the Parties hereto and their respective
successors, assigns and legal representatives.
F. Waiver. No delay or failure to require performance of any provision of this Agreement
shall constitute a waiver of that provision as to that or any other instance. Any waiver
granted by a Party must be in writing, and shall apply to the specific instance expressly
stated.
G. Entire Agreement; Modification. This document represents the entire Agreement
between the Parties with respect to the subject matter hereof. All prior negotiations and
written and/or oral Agreements between the Parties with respect to the subject matter of
this Agreement are merged into this Agreement. This Agreement may only be amended
by a written instrument signed by the Parties.
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H. Conflicts of Interest. CONTRACTOR shall comply, and require its sub-contractors to
comply, with all applicable (i) requirements governing avoidance of impermissible
client conflicts; and (ii) federal, state and local conflict of interest laws and regulations
including, without limitation, California Government Code section 1090 et. seq., the
California Political Reform Act (California Government Code section 87100 et. seq.)
and the regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure
to do so constitutes a material breach of this Agreement and is grounds for immediate
termination of this Agreement by the DISTRICT.
In accepting this Agreement, CONTRACTOR covenants that it presently has no
interest, and will not acquire any interest, direct or indirect, financial or otherwise,
which would conflict in any manner or degree with the performance of this Agreement.
CONTRACTOR further covenants that, in the performance of this Agreement, it will
not employ any person having such an interest. CONTRACTOR, including but not
limited to CONTRACTOR’s employees and sub-contractors, may be subject to the
disclosure and disqualification provisions of the California Political Reform Act of 1974
(the “Act”), that (1) requires such persons to disclose economic interests that may
foreseeably be materially affected by the work performed under this Agreement, and (2)
prohibits such persons from making or participating in making decisions that will
foreseeably financially affect such interests.
If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, CONTRACTOR shall, upon execution of this
Agreement, provide the DISTRICT with the names, description of individual duties to
be performed, and email addresses of all individuals, including but not limited to
CONTRACTOR’s employees, agents and sub-contractors, that could be substantively
involved in “making a governmental decision” or “serving in a staff capacity and in that
capacity participating in making governmental decisions or performing duties that
would be performed by an individual in a designated position,” (2 CCR 18701(a)(2)), as
part of CONTRACTOR’s service to the DISTRICT under this Agreement.
CONTRACTOR shall immediately notify the DISTRICT of the names and email
addresses of any additional individuals later assigned to provide such service to the
DISTRICT under this Agreement in such a capacity. CONTRACTOR shall
immediately notify the DISTRICT of the names of individuals working in such a
capacity who, during the course of the Agreement, end their service to the DISTRICT.
If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, CONTRACTOR shall ensure that all such
individuals identified pursuant to this section understand that they are subject to the Act
and shall conform to all requirements of the Act and other laws and regulations listed in
subsection (A) including, as required, filing of Statements of Economic Interests within
30 days of commencing service pursuant to this Agreement, annually by April 1, and
within 30 days of their termination of service pursuant to this Agreement.
I. Compliance with All Laws, Including Nondiscrimination, Equal Opportunity, and
Wage Theft Prevention.
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(1) Compliance with All Laws: CONTRACTOR shall comply with all applicable
Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws“),
including but not limited to the non-discrimination, equal opportunity, and wage and
hour Laws referenced in the paragraphs below.
(2) Compliance with Non-Discrimination and Equal Opportunity Laws:
CONTRACTOR shall comply with all applicable Laws concerning nondiscrimination
and equal opportunity in employment and contracting, including but not limited to the
following: Santa Clara County’s policies for contractors on nondiscrimination and equal
opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with
Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the
Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963;
California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California
Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information
Nondiscrimination Act of 2008. In addition to the foregoing, CONTRACTOR shall not
discriminate against any subcontractor, employee, or CONTRACTOR for employment
because of age, race, color, national origin, ancestry, religion, sex, gender identity,
gender expression, sexual orientation, mental disability, physical disability, medical
condition, political belief, organizational affiliation, or marital status in the recruitment,
selection for training (including but not limited to apprenticeship), hiring, employment,
assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall
CONTRACTOR discriminate in the provision of services provided under this contract
because of age, race, color, national origin, ancestry, religion, sex, gender identity,
gender expression, sexual orientation, mental disability, physical disability, medical
condition, political beliefs, organizational affiliations, or marital status.
(3) Compliance with Wage and Hour Laws: CONTRACTOR shall comply with all
applicable wage and hour Laws, which may include but are not limited to, the Federal
Fair Labor Standards Act, the California Labor Code, and, if applicable, any local
minimum wage, prevailing wage, or living wage Laws.
(4) Definitions: For purposes of this Subsection, the following definitions shall apply.
A “Final Judgment“ shall mean a judgment, decision, determination, or order (a) which
is issued by a court of law, an investigatory government agency authorized by law to
enforce an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals
have been exhausted or the time period to appeal has expired. For pay equity Laws,
relevant investigatory government agencies include the federal Equal Employment
Opportunity Commission, the California Division of Labor Standards Enforcement, and
the California Department of Fair Employment and Housing. Violation of a pay equity
Law shall mean unlawful discrimination in compensation on the basis of an individual’s
sex, gender, gender identity, gender expression, sexual orientation, race, color,
ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended,
the Equal Pay Act of 1963, California Fair Employment and Housing Act, or California
Labor Code section 1197.5, as applicable. For wage and hour Laws, relevant
investigatory government agencies include the federal Department of Labor, the
California Division of Labor Standards Enforcement, and the City of San Jose’s Office
of Equality Assurance.
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(5) Prior Judgments, Decisions or Orders against CONTRACTOR: By signing this
Agreement, CONTRACTOR affirms that it has disclosed any Final Judgments that (a)
were issued in the five years prior to executing this Agreement by a court, an
investigatory government agency, arbiter, or arbitration panel and (b) found that
CONTRACTOR violated an applicable wage and hour law or pay equity law.
CONTRACTOR further affirms that it has satisfied and complied with – or has reached
Agreement with the DISTRICT regarding the manner in which it will satisfy – any such
Final Judgments.
(6) Violations of Wage and Hour Laws or Pay Equity Laws During Term of
Contract: If at any time during the term of this Agreement, CONTRACTOR receives a
Final Judgment rendered against it for violation of an applicable wage and hour Law or
pay equity Law, then CONTRACTOR shall promptly satisfy and comply with any such
Final Judgment. CONTRACTOR shall inform the DISTRICT’s Director of Business
Services of any relevant Final Judgment against it within 30 days of the Final Judgment
becoming final or of learning of the Final Judgment, whichever is later.
CONTRACTOR shall also provide any documentary evidence of compliance with the
Final Judgment within 5 days of satisfying the Final Judgment. Any notice required by
this paragraph shall be addressed to the Santa Clara County Central Fire Protection
District, Attn: Director of Business Services, 14700 Winchester Blvd., Los Gatos, CA
95032. Notice provisions in this paragraph are separate from any other notice provisions
in this Agreement and, accordingly, only notice provided to the DISTRICT’s Director
of Business Services satisfies the notice requirements in this paragraph.
(7) Access to Records Concerning Compliance with Pay Equity Laws: In addition to
and notwithstanding any other provision of this Agreement concerning access to
CONTRACTOR’s records, CONTRACTOR shall permit the DISTRICT and/or its
authorized representatives to audit and review records related to compliance with
applicable pay equity Laws. Upon the DISTRICT’s request, CONTRACTOR shall
provide the DISTRICT with access to any and all facilities and records, including but
not limited to financial and employee records, that are related to the purpose of this
Subsection, except where prohibited by federal or state laws, regulations or rules.
DISTRICT’s access to such records and facilities shall be permitted at any time during
CONTRACTOR’S normal business hours upon no less than 10 business days’ advance
notice.
(8) Pay Equity Notification: CONTRACTOR shall (1) at least once in the first year of
this Agreement and annually thereafter, provide each of its employees working in
California and each person applying to CONTRACTOR for a job in California
(collectively, “Employees and Job Contractors“) with an electronic or paper copy of all
applicable pay equity Laws or (2) throughout the term of this Agreement, continuously
post an electronic copy of all applicable pay equity Laws in conspicuous places
accessible to all of CONTRACTOR’s Employees and Job Contractors.
(9) Material Breach: Failure to comply with any part of this Subsection shall constitute
a material breach of this Agreement. In the event of such a breach, the DISTRICT may,
in its discretion, exercise any or all remedies available under this Agreement and at law.
DISTRICT may, among other things, take any or all of the following actions:
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(i) Suspend or terminate any or all parts of this Agreement.
(ii) Withhold payment to CONTRACTOR until full satisfaction of a Final Judgment
concerning violation of an applicable wage and hour Law or pay equity Law.
(iii) Offer CONTRACTOR an opportunity to cure the breach.
(10) Subcontractors: CONTRACTOR shall impose all of the requirements set forth in
this Subsection on any subcontractors permitted to perform work under this Agreement.
This includes ensuring that any subcontractor receiving a Final Judgment for violation
of an applicable Law promptly satisfies and complies with such Final Judgment.
J. Budget Contingency. This Agreement is contingent upon the appropriation of
sufficient funding by the DISTRICT or receipt of grant funds by the DISTRICT
(collectively, “Funding”) for the services covered by this Agreement. If Funding is
reduced or deleted by the DISTRICT for the services covered by this Agreement, the
DISTRICT has the option to renew the subscription on a prorate basis to ensure
continuity of service, terminate this Agreement with no liability occurring to the
DISTRICT or to offer an amendment to this Agreement indicating the reduced amount.
K. California Public Records Act. All proposals become the property of the DISTRICT,
which is a public agency subject to the disclosure requirements of the California Public
Records Act (“CPRA”). If CONTRACTOR’s proprietary information is contained in
documents submitted to DISTRICT, and CONTRACTOR claims that such information
falls within one or more CPRA exemptions, CONTRACTOR must clearly mark such
information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines
containing the information. In the event of a request for such information, the
DISTRICT will make best efforts to provide notice to CONTRACTOR prior to such
disclosure. If CONTRACTOR contends that any documents are exempt from the
CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County
before DISTRICT responds to the CPRA request. If CONTRACTOR fails to obtain
such a remedy before the DISTRICT responds to the CPRA request, DISTRICT may
disclose the requested information.
CONTRACTOR further agrees that it shall defend, indemnify, and hold DISTRICT
harmless against any claim, action, or litigation (including but not limited to all
judgments, costs, fees, and attorney’s fees) that may result from denial by DISTRICT of
a CPRA request for information arising from any representation, or any action (or
inaction) by CONTRACTOR.
L. Third Party Beneficiaries. Each Agency is a third-party beneficiary to this
Agreement and is entitled to the rights and benefits hereunder and may enforce the
provisions hereof as if it were a party hereto.
M. Sublicense. The DISTRICT shall have the right to grant sublicenses or similar rights
with respect to the Evacuation Platform Implementation and Maintenance/Subscription
Services to the Participating Agencies that are public agencies within the County on
terms consistent with the terms of this Agreement.
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N. Severability. The provisions of this Agreement shall be severable, and if any clause,
sentence, paragraph, provision or other part shall be adjudged by any court of competent
jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this
Agreement will be valid and binding on DISTRICT and CONTRACTOR.
O. Survival. Termination, expiration, or cancellation of this Agreement does not affect
any provision that survives as a matter of law or expressly survives termination,
expiration, or cancellation.
P. Incorporation of Exhibits. All Exhibits, addenda, schedules and other documents
referenced herein and attached hereto are hereby fully incorporated and made part of
this Agreement as if the terms and content thereof had been fully set forth in the body of
this Agreement.
Q. Contract Execution. Unless otherwise prohibited by law or DISTRICT policy, the
Parties agree that an electronic copy of a signed contract, or an electronically signed
contract, has the same force and legal effect as a contract executed with an original ink
signature. The term “electronic copy of a signed contract” refers to a transmission by
facsimile, electronic mail, or other electronic means of a copy of an original signed
contract in a portable document format. The term “electronically signed contract”
means a contract that is executed by applying an electronic signature using technology
approved by the DISTRICT.
R. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
S. Order of Precedence. In the event of any conflict between or among the provisions
contained in the Agreement, the order of precedence is as follows:
1. Agreement (“Agreement”) entered into by and between the Santa Clara County
Central Fire Protection District (“DISTRICT” or “Santa Clara County Fire
Department”) and Zonehaven (“CONTRACTOR”)
2. Exhibit A Statement of Work
3. Exhibit B-2 Insurance Requirements for Standard Service Contracts Above
$100,000
4. Exhibit C, Payment Schedule
5. Exhibit D SaaS Software Agreement
6. Exhibit E Project Area Map
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EXHIBIT A: STATEMENT OF WORK
This Statement of Work is intended to outline the CONTRACTOR’s implementation of pre-built
preliminary Public Safety Zones for the Participating Agencies in the County of Santa Clara in
order to help meet the goal of implementing the Evacuation Management Platform for the coming
fire season. Based on the level of agency participation, the project is expected to take 8-10 weeks to
implement. In this regard, CONTRACTOR will implement a dynamic, data-driven wildfire
planning and evacuation management system for Participating Agencies and communities in the
Project Area (Exhibit E).
The purpose of the project is to provide the following capabilities to the DISTRICT and
Participating Agencies:
• Smart Public Safety Zones in the Project Area
• Cross-agency planning and training
• Dynamic up-to-date maps and plans
• Custom fire/evacuation scenarios
• Informed mutual aid decision making
• Evacuation recommendations
• Multi-channel notifications
• Provide for a unified evacuation picture
Task A-Implementation
Zonehaven will implement and deploy Public Safety Zones for each Participating Agency (see
EXHIBIT E: Project Area Map) to help meet the goal of implementing the Evacuation
Management Platform (EMP). The EMP’s goal is to allow the Participating Agencies to build and
maintain evacuation plans, train using evacuation simulations and scenarios and notify agencies
and the public in the event of a live emergency.
The implementation of the project will take approximately 8-10 weeks to deliver the final Public
Safety Zones on the EMP platform, plus an estimated three months to build and test the public-
facing zone application. Estimated timelines assume full Participating Agency engagement.
Schedules may be adjusted upon mutual agreements of the parties.
Participating Agencies will provide:
§ Multi-agency team assignments
§ Determine, upon mutual agreement with CONTRACTOR, the dates to be applied to the
Detailed Project Plan, as outlined below
§ List of agency leads and points of contact
“Detailed Project Plan” means the project plan consisting of the following tasks, with associated
estimated timelines which may be extended at no additional cost to the DISTRICT if DISTRICT or
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Participating Agencies need to pause their engagement:
• Kick Off meeting lead by CONTRACTOR (<1 week). Bi-weekly leads’ meetings to
commence throughout project, as needed.
o This will include reviewing points of contact, project overview and process,
building timeline/milestones and project schedule
• Initial data set up (1 week)
• Zones build and environment- set up (1 week)
• At least two video or voice calls prior to project review meeting (1-2 weeks)
• Project review meetings lasting approximately three hours each multi-agency team which
includes for law enforcement, fire agency), and Santa Clara County Office of Emergency
Services (OES) (2 weeks)
o Presentation and zone review meeting, with each multi-agency team to discuss and
refine zones
• Incorporate zone and environment information gleaned from project review meetings,
revising Public Safety Zones as applicable (2 weeks)
• Integration with alert end points (2 weeks)
o CONTRACTOR will work with alert leads to obtain credentials and email lists for
real-time alerts to the public
• Build and test Community Evacuation Interface (CEI) (three months, after subscription
starts) at no cost to the District for the first year, as part of this pilot project:
o Build and test public facing zone application for internal use to yield a proof of
concept for the application which could increase utility of the application, and may
allow expansion of the application.
Task A Implementation Deliverables:
1. DRAFT Public Safety Zones
a. CONTRACTOR provides DRAFT zones via the EMP
b. CONTRACTOR provides project team reviewers access to EMP
2. Final Public Safety Zones delivered on EMP platform
a. Online access will be provided at this point for the Participating
Agency.
b. Training will be available for viewers and editors
c. This marks the point where the Public Safety Zone
implementation is complete and project moves to subscription
phase as indicated below:
i. The first subscription period will begin on August 1, 2022
or two (2) months after the date of contract execution,
whichever is later. Upon subscription payment, unlimited
access and edits are available to the DISTRICT and
Participating Agencies.
ii. EMP platform is covered by TASK B: Maintenance
(Subscription) as soon as subscription is paid; ongoing
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project work towards building and testing the CEI will
continue
iii. When subscription commences, CONTRACTOR will
continue project implementation work to build and test
the CEI, as outlined in Detailed Project Plan.
B: Maintenance (Subscription)
The annual subscription to the Zonehaven EMP Standard Wildfire Module will include for the
District and Participating Agencies:
• Unlimited DISTRICT and Participating Agency users, including County Department staff
reporting to the Santa Clara County Fire Department’s Fire Chief and Agency Staff
reporting through each Agency’s respective management.
• Unlimited updates to zones, resources and traffic control points
• Unlimited public users of the Community Evacuation Interface
• Ongoing support, training and platform improvements and upgrade
• Revisions pushed by Zonehaven as part of the EMP Module subscribed
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EXHIBIT B-2
INSURANCE REQUIREMENTS FOR
STANDARD CONTRACTS ABOVE $100,000 (rev 6-2016)
Indemnity
The Contractor shall indemnify, defend, and hold harmless the Santa Clara County Fire Protection
District (hereinafter "District"), its officers, agents and employees from any claim, liability, loss, injury
or damage arising out of, or in connection with, third party claims brought against the District due to the
negligent performance of this Agreement by Contractor and/or its agents, employees or sub-contractors
excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel
employed by the District provided that such indemnity shall not exceed an amount equal to two times
the insurance required pursuant to Section D of Exhibit B-2 of this agreement. It is the intent of the
parties to this Agreement to provide the broadest possible coverage for the District. The Contractor
shall reimburse the District for all costs, attorneys' fees, expenses and liabilities incurred with respect to
any litigation in which the Contractor contests its obligation to indemnify, defend and/or hold harmless
the District under this Agreement and does not prevail in that contest.
Insurance
Without limiting the Contractor's indemnification of the District, the Contractor shall provide and
maintain at its own expense, during the term of this Agreement, or as may be further required herein,
the following insurance coverages and provisions:
A. Evidence of Coverage
Prior to commencement of this Agreement, the Contractor shall provide a Certificate of
Insurance certifying that coverage as required herein has been obtained. Individual endorsements
executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the
policy or policies shall be provided by the Contractor upon request.
This verification of coverage shall be sent to the District unless otherwise directed. The
Contractor shall not receive a Notice to Proceed with the work under the Agreement until it has obtained
all insurance required and such insurance has been approved by the District. This approval of insurance
shall neither relieve nor decrease the liability of the Contractor.
B. Qualifying Insurers
All coverages, except surety, shall be issued by companies which hold a current policy holder's
alphabetic and financial size category rating of not less than A- V, according to the current Best's Key
Rating Guide or a company of equal financial stability that is approved by the District's Insurance
Manager.
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C. Notice of Cancellation
All coverage as required herein shall not be canceled or changed so as to no longer meet the
specified District insurance requirements without 30 days' prior written notice of such cancellation or
change being delivered to the Santa Clara County Fire Protection District or its designated agent.
D. Insurance Required
1. Commercial General Liability Insurance - for bodily injury (including death) and
property damage which provides limits as follows:
a. Each occurrence - $1,000,000
b. General aggregate - $2,000,000
c. Products/Completed Operations aggregate - $2,000,000
d. Personal Injury - $1,000,000
2. General liability coverage shall include:
a. Premises and Operations
b. Products/Completed
c. Personal Injury liability
d. Severability of interest
3. General liability coverage shall include the following endorsement, a copy of which shall
be provided to the District:
Additional Insured Endorsement, which shall read:
“Santa Clara County Fire Protection District, and members of the
Board of Directors of the Santa Clara County Fire Protection District,
and the officers, agents, and employees of the Santa Clara County Fire
Protection District, individually and collectively, as additional
insureds.”
Insurance afforded by the additional insured endorsement shall apply as primary insurance,
and other insurance maintained by the Santa Clara County Fire Protection District, its officers,
agents, and employees shall be excess only and not contributing with insurance provided under
this policy. Public Entities may also be added to the additional insured endorsement as
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applicable and the contractor shall be notified by the contracting department of these
requirements.
4. Automobile Liability Insurance
For bodily injury (including death) and property
damage which provides total limits of not less than one million dollars
($1,000,000) combined single limit per occurrence applicable to all
owned, non-owned and hired vehicles.
5. Workers' Compensation and Employer's Liability Insurance
a. Statutory California Workers' Compensation coverage including broad form
all-states coverage.
b. Employer's Liability coverage for not less than one million dollars ($1,000,000)
per occurrence.
E. Special Provisions
The following provisions shall apply to this Agreement:
1. The foregoing requirements as to the types and limits of insurance coverage to be
maintained by the Contractor and any approval of said insurance by the District or its
insurance consultant(s) are not intended to and shall not in any manner limit or qualify
the liabilities and obligations otherwise assumed by the Contractor pursuant to this
Agreement, including but not limited to the provisions concerning indemnification.
2. The District acknowledges that some insurance requirements contained in this
Agreement may be fulfilled by self-insurance on the part of the Contractor. However,
this shall not in any way limit liabilities assumed by the Contractor under this
Agreement. Any self-insurance shall be approved in writing by the District upon
satisfactory evidence of financial capacity. Contractors’ obligation hereunder may be
satisfied in whole or in part by adequately funded self-insurance programs or self-
insurance retentions.
3. Should any of the work under this Agreement be sublet, the Contractor shall require
each of its subcontractors of any tier to carry the aforementioned coverages, or
Contractor may insure subcontractors under its own policies.
4. The District reserves the right to withhold payments to the Contractor in the event of
material noncompliance with the insurance requirements outlined above.
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EXHIBIT C: PAYMENT SCHEDULE
Payment Terms: With respect to services performed for the District and all Participating
Agencies the CONTRACTOR will provide the District with a single invoice for all services
performed as identified below.
Fees for Out of Scope, Additional, or Ad Hoc Work: No out of scope, additional, or ad hoc
work will be permitted, completed or billed under this contract, without amending Exhibit A
Statement of Work in writing and signed by both parties.
Invoicing and Payments: All invoicing and payments will be in accordance with Agreement
Section 6: Compensation and Billing.
Compensation will be due as follows:
Work Product Fee Due
Project Commencement
and EMP Standard
Wildfire Module Set-Up
$135,000 Invoiced at project commencement. One-time payment.
Annual EMP Standard
Wildfire Module
Subscription
$164,250 Invoiced upon at the beginning of the subscription period of
August 1st, or (2) two months after the contract execution,
whichever is later. Billed each year annually unless terminated in
accordance with Section 4: Termination, above.
Standard Community
Evacuation Interface (CEI)
Subscription
$0 No Funds due during first year. Subsequent subscription fee will
not be permitted under this contract without amending Exhibit C:
Payment Schedule
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Exhibit D
SaaS Software Agreement
This Zonehaven Software as a Service (“SaaS”) Agreement is incorporated into the Agreement
as Exhibit D. However, all references to “Agreement” in this exhibit shall mean this SaaS Agreement and
references to the “Main Agreement” shall be the Agreement to which this exhibit is attached.
1. DEFINITIONS.
1.1 “Customer” means Santa Clara County Fire Department and the Participating
Agencies.
1.2 “Data” means information and data submitted by or on behalf of Customer to
Supplier for incorporation into the SaaS Service.
1.3 “Documentation” means the online user instructions, help files and training
materials made available by Supplier to Customer for use with the SaaS Service, as may be updated from
time to time by Supplier.
1.4 “SaaS Service” means Internet access to Supplier’s evacuation planning software
platform.
1.5 “Services” means the SaaS Service and any Setup Services.
1.6 “Setup Services” means the implementation, consulting, development and other
professional services that Supplier may perform as described in the Statement of Work.
1.7 “Supplier” means Zonehaven.
1.8 “Third Party Offerings” means applications, services, platforms, software and
products provided by third parties that interoperate with the SaaS Service.
1.9 “Users” means Customer’s employees and consultants (a) who are authorized
by Customer to access and use the SaaS Service and (b) who have been supplied user identifications and
passwords for such purpose by Customer (or by Supplier at Customer’s request).
2. LICENSES AND RESTRICTIONS.
2.1 Access and Use License. Subject to Customer’s compliance with the terms and
conditions contained in this Agreement, Supplier hereby grants to Customer, during the term of this
Agreement, a limited, non-exclusive, non-transferable right for its Users to access and use the SaaS Service
in accordance with the Documentation in each case solely for Customer’s internal business purposes.
Customer agrees that its purchase of the Services is neither contingent on the delivery of any future
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functionality or features nor dependent on any oral or written public comments made by Supplier regarding
any future functionality or features.
2.2 Restrictions. Customer shall not, directly or indirectly, and Customer shall not
permit any User or third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to
discover the object code, source code or underlying ideas or algorithms of the SaaS Service; (b) modify,
translate, or create derivative works based on any element of the SaaS Service or any related
Documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the SaaS
Service; (d) use the SaaS Service for timesharing purposes or otherwise for the benefit of any person or
entity other than for the benefit of Customer; (e) remove any proprietary notices from the Documentation;
(f) publish or disclose to third parties, except as required by law, any evaluation of the SaaS Service without
Supplier's prior written consent; (g) use the SaaS Service for any purpose other than its intended purpose;
(h) interfere with or disrupt the integrity or performance of the SaaS Service; or (i) attempt to gain
unauthorized access to the SaaS Service or their related systems or networks.
2.3 Reservation of Rights. Except as expressly granted in this Agreement, there are
no other licenses granted to Customer, express, implied or by way of estoppel. All rights not granted in this
Agreement are reserved by Supplier.
3. THIRD PARTY OFFERINGS.
3.1 Supplier Access Codes. To the extent that Supplier requires that Customer grant
Supplier authorizations, passwords or other user credentials to a Third Party Offering (“Supplier Access
Codes”) to enable interoperability with the SaaS Service, Customer shall promptly provide such Supplier
Access Codes. Supplier shall not share, reassign, divulge or disclose any Supplier Access Codes except to
Supplier employees or contractors specifically engaged in the performance of the Services. Supplier Access
Codes shall constitute Customer’s Confidential Information under this Agreement.
4. PASSWORDS; SECURITY.
4.1 Passwords. Supplier will issue to Customer user logins and passwords for each
of its Users authorized to access and use the SaaS Service. Customer shall be, and shall ensure that each of
its Users are, responsible for maintaining the confidentiality of all user logins and passwords and for
ensuring that each user login and password is used only by the User to which it was issued. Customer is
solely responsible for any and all access and use of the SaaS Service that occurs using logins and passwords
Supplier issues to Users. Customer shall restrict its Users from sharing passwords. Customer agrees to
immediately notify Supplier of any unauthorized use of any account or login and password issued to
Customer’s Users, or any other breach of security known to Customer. Customer is responsible for all use
of Customer’s User accounts, and Customer is responsible for compliance by each User with the terms of
this Agreement. Supplier shall have no liability for any loss or damage arising from Customer’s failure to
comply with the terms set forth in this Section.
4.2 No Circumvention of Security. Neither Customer nor any User may circumvent
or otherwise interfere with any user authentication or security of the SaaS Service. Customer will
immediately notify Supplier of any breach, or attempted breach, of security known to Customer.
5. CUSTOMER OBLIGATIONS.
5.1 Data. Customer shall provide Data to Supplier for the sole purpose of providing
services hereunder. The provision of such data shall be governed by the District Data and Confidentiality
provisions of the Main Agreement.
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5.2 Acceptable Uses. Customer shall be solely responsible for its actions and the
actions of its Users while using the SaaS Service. Customer acknowledges and agrees: (a) to abide by all
local, state, national, and international laws and regulations applicable to Customer’s use of the SaaS
Service, including, without limitation, the provision and storage of Data; (b) not to use, send or store data
on or to the SaaS Service which violates the rights of any individual or entity established in any jurisdiction;
(c) not to upload in any way any data regarding an individual’s financial or economic identity, sexual
orientation, religious beliefs, medical or physical identity; (d) not to interfere or disrupt networks connected
to the SaaS Service or interfere with other ability to access or use the SaaS Service; and (e) to use the SaaS
Service only in accordance with the Documentation.
5.3 Accuracy of Customer’s Contact Information; Email Notices. Customer agrees
to provide accurate, current and complete information as necessary for Supplier to communicate with
Customer from time to time regarding the Services, issue invoices or accept payment, or contact Customer
for other account-related purposes. Customer agrees to keep any online account information current and
inform Supplier of any changes in Customer’s legal business name, address, email address and phone
number. Customer agrees to accept emails from Supplier at the e-mail addresses specified by its Users for
login purposes. In addition, Customer agrees that Supplier may rely and act on all information and
instructions provided to Supplier by Users from the above-specified e-mail address.
6. AVAILABILITY; SUPPORT.
6.1 Availability. Subject to the terms and conditions of this Agreement, Supplier will
make the SaaS Service available with 99.% uptime 24 hours a day, 7 days a week; provided, however, that
the following are excepted from availability commitments: (a) planned downtime (with regard to which
Supplier will use commercially reasonable efforts to provide at least 24 hours advance notice, and (b)
routine maintenance times as reasonably specified by Supplier, and (c) any unavailability caused by
circumstances of Force Majeure described in Section 15.10. Certain enhancements to the SaaS Service
made generally available at no cost to all subscribing customers during the term of this Agreement will be
made available to Customer at no additional charge, subject to any conditions that may be required by
Supplier. This Agreement will apply to, and the SaaS Service includes, any bug fixes, error corrections, new
builds, enhancements, updates, upgrades and new modules to the SaaS Service subsequently provided by
Supplier to Customer hereunder.
6.2 Support. Supplier will provide technical support to Customer via both telephone
and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the
exclusion of US federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support
Hours by calling the Supplier or by emailing support@zonehaven.com.
7. SETUP SERVICES. As set forth in the Statement of Work.
8. FEES AND PAYMENT. As set forth in the Main Agreement.
9. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.
9.1 Mutual Representations and Warranties. Each party represents, warrants and
covenants that: (a) it has the full power and authority to enter into this Agreement and to perform its
obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (b) it
has the right to grant the licenses it grants hereunder; and (c) its acceptance of and performance under this
Agreement shall not breach any oral or written agreement with any third party or any obligation owed by
it to any third party to keep any information or materials in confidence or in trust.
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9.2 As between the Parties, Customer is solely responsible for all decisions
that it makes in reliance on information presented through the services. Supplier shall not be liable
for any resulting bodily injury, death of any person or damage to real or tangible personal property.
10. CONFIDENTIALITY.
10.1 This Confidentiality section shall be subject to the District Data, Confidentiality
and California Public Records Act provisions of the Main Agreement.
10.2 Confidential Information. “Confidential Information” means any and all non-
public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other
party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic,
pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party
identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the
disclosure or receipt ought to be treated as confidential and proprietary information, including but not
limited to: (a) techniques, sketches, drawings, models, inventions (whether or not patented or patentable),
know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source
documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (b) information
concerning research, experimental work, development, design details and specifications, engineering,
financial information, procurement requirements, purchasing, manufacturing, customer lists, business
forecasts, sales and merchandising and marketing plans and information; and (c) proprietary or confidential
information of any third party who may disclose such information to Disclosing Party or Receiving Party in
the course of Disclosing Party’s business. Confidential Information of Supplier shall include the SaaS Service,
the Documentation, and pricing and other terms and conditions of this Agreement. Confidential
Information also includes all summaries and abstracts of Confidential Information. For the avoidance of
doubt, Customer agrees that Data is not Confidential Information of Customer.
10.3 Non-Disclosure. Each party acknowledges that in the course of the performance
of this Agreement, it may obtain the Confidential Information of the other party. Subject to Section 12.2
(Anonymized Usage Statistics), the Receiving Party shall, at all times, both during the term of this
Agreement and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential
Information received by it, and the Receiving Party shall not use the Confidential Information of the
Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the
Receiving Party’s rights under this Agreement. Each party agrees to secure and protect the other party’s
Confidential Information with the same degree of care and in a manner consistent with the maintenance
of such party’s own Confidential Information (but in no event less than reasonable care), and to take
appropriate action by instruction or agreement with its employees or other agents who are permitted
access to the other party’s Confidential Information to satisfy its obligations under this Section. Subject to
Section 12.2 (Anonymized Usage Statistics), the Receiving Party shall not disclose Confidential Information
of the Disclosing Party to any person or entity other than its officers, employees and agents who need
access to such Confidential Information in order to effect the intent of this Agreement and who are subject
to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
10.4 Exceptions to Confidential Information. The obligations set forth in Section 11.2
(Non-Disclosure) shall not apply to the extent that Confidential Information includes information which:
(a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through
receipt directly or indirectly from a source other than one having an obligation of confidentiality to the
Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential
Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a
result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in
this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the
Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant
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to proceedings over which such agency has jurisdiction; provided, however, that prior to any such
disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the
agency; (y) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose;
and (z) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining
a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
10.5 Injunctive Relief. The Parties agree that any unauthorized disclosure of
Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in
the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies,
to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing
actual monetary damages.
11. PROPRIETARY RIGHTS.
11.1 SaaS Service. As between Supplier and Customer, all right, title and interest in
the technology underlying the SaaS Service is retained by the Supplier or Supplier’s licensors. i .
11.2 Anonymized Usage Statistics. Notwithstanding anything in this Agreement to
the contrary, during and after the term of this Agreement, Supplier is free to use and disclose data and
information relating to Customer’s use of the Services in any aggregated or de-identified form
(“Anonymized Usage Statistics”). Without limiting the foregoing, Customer agrees that Supplier may (a)
make Anonymized Usage Statistics publicly available, (b) disclose Anonymized Usage Statistics to third
parties, and (c) use Anonymized Usage Statistics for any purpose, including any analysis, service
enhancement or marketing.
12. LIMITATION OF LIABILITY.
12.1 No Consequential Damages. NEITHER SUPPLIER NOR ITS LICENSORS OR
SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE
OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUPPLIER OR ITS
LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING
WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE
SAAS SERVICE, SETUP SERVICES, OR THE RESULTS THEREOF. SUPPLIER WILL NOT BE LIABLE FOR THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
12.2 Limits on Liability. NEITHER SUPPLIER NOR ITS LICENSORS OR SUPPLIERS SHALL
BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN AN AMOUNT EQUAL TO THE
AMOUNTS PAID BY CUSTOMER TO SUPPLIER UNDER THIS AGREEMENT DURING THE PERIOD OF 12 MONTHS
PRECEDING THE DATE ON WHICH THE CLAIM FIRST ACCRUED.
13. TERM AND TERMINATION.
13.1 Term. Term is addressed in the Main Agreement.
13.2 Termination for Cause. Termination is addressed in the Main Agreement.
13.3 Effects of Termination. Upon expiration or termination of this Agreement, (a)
Customer’s use of and access to the SaaS Service and Supplier's performance of all Setup Services shall
cease, and (b) any fees accrued up to the date of termination and agreed to by Customer shall be
immediately due and payable by Customer if termination is not due to breach by Supplier.
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14. MISCELLANEOUS.
14.1 Force Majeure. Neither party shall be liable for any failure or delay in
performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather;
unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial
of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes
or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of
government or other public authorities, or judgment or decree of a court of competent jurisdiction (not
arising out of breach by such party of this Agreement); or any other event beyond the reasonable control
of the party whose performance is to be excused.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the Effective Date hereof.
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EXHIBIT E: PROJECT AREA MAP
The Project Area is defined as “Santa Clara County and is represented by the Project Area map
provided for reference below.
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EXHIBIT B: ZONEHAVEN SUBCOMMITTEE
The Parties agree that all Participating Agencies shall coordinate their use of the Services and the
Zonehaven Evacuation Management Platform—as defined in Exhibit A of the District-
Zonehaven Agreement—as follows:
• In accordance with its bylaws, the Santa Clara County Fire Chiefs’ Association
(“Association”) shall establish a subcommittee of the Operations Section to oversee and
coordinate the Participating Agencies’ use of the Zonehaven Evacuation Management
Platform (“Zonehaven Subcommittee”).
• The Zonehaven Subcommittee may include subject matter experts from the Participating
Agencies.
• With support from the Operations Section Liaison, the Zonehaven Subcommittee shall
develop and propose operating procedures for review and approval by the Association.
• The Zonehaven Subcommittee’s operating procedures shall include procedures for
escalating decisions to the Operations Section and the Association.
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EXHIBIT C: TENTATIVE LIST OF PARTICIPATING AGENCIES
As of the execution of this Agreement, the intended Participating Agencies are as listed below.
The District reserves the right to modify this tentative list of Participating Agencies. The District
will provide advance notice to the Zonehaven Subcommittee—as defined in Exhibit B—and
solicit the Subcommittee’s advice and opinions before adding or removing Participating
Agencies from this list.
• Santa Clara County Central Fire Protection District (CNT)
• San Jose Fire Department (SJS)
• Gilroy Fire Department (GIL)
• Mountain View Fire Department (MTV)
• Sunnyvale Fire Department (SNY)
• Gilroy Fire Department (MLP)
• Nasa AMES Fire Department (MOF)
• Santa Clara City Fire Department (SNC)
• Palo Alto Fire Department (PAF)
• Morgan Hill Fire Department (MRG) – contracted to CalFire
• South Santa Clara County Fire District (SCC) – contracted to CalFire
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