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Home My WebLink AboutCounty of Santa Clara AlertSCCAlertSCC Participant Agreement AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA AND PARTICIPANTS FOR USE OF AlertSCC, Santa Clara County Regional Mass Notification System This Participant Agreement is entered into between the County of Santa Clara, a political subdivision of the State of California ("County") and Town of Los Altos Hills ("Participant") to provide Participant with access to AlertSCC, Santa Clara County Regional Mass Notification System, including all related services, training, updates and maintenance. This Participant Agreement is intended to establish governance and terms for access and use of AlertSCC, Santa Clara County Regional Mass Notification System. 1. RECITALS WHEREAS, County is sponsoring a countywide Regional Mass Notification System ("AlertSCC") for the primary intent of providing timely communication to the public and its employees; and WHEREAS, the County controls use and access to AlertSCC, and is making AlertSCC available to cities and agencies within the County of Santa Clara pursuant to these agreed upon terms and conditions; and WHEREAS, the County entered into a contract with Blackboard Connect Inc. ("BCI Agreement"), attached hereto as Exhibit A, for the provision of AlertSCC on or about September 23, 2003 to disseminate information to County's citizens and businesses through computer, phone and handheld devices; and WHEREAS, Participant agrees to uphold the terms and conditions of the Participant Agreement, the BCI Agreement, Amendment No. 1, Amendment No. 2, the exhibits to said agreements, and to use AlertSCC in compliance with all usage agreements identified and incorporated herein as Exhibit A (BCI Agreement, Amendment No. 1, Amendment No. 2), Exhibit B (AlertSCC, Santa Clara County Regional Mass Notification System Policy Manual), and this Participant Agreement, in order to receive the benefits under the Participant Agreement. Now, therefore, for good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 2. EXHIBITS Exhibit A = BCI Agreement, Amendment No. 1, Amendment No. 2 Exhibit B = AlertSCC, Santa Clara County Regional Mass Notification System, Policy Manual AGREEMENT BETWEEN Page 1 of 7 THE COUNTY OF SANTA CLARA AND PARTICIPANTS FOR USE OF AlertSCC, Santa Clara County Regional Mass Notification System AlertSCC Participant Agreement 6.3 Participant, including each of its agents, officers, employees, and representatives who are given access to AlertSCC, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use shall result in immediate individual user or Participant access account termination. 6.4 The scope of services under this Participant Agreement is limited to using AlertSCC to provide notification to Participant inter -departmental resources and/or the public as described in the "AlertSCC, Santa Clara County Regional Mass Notification System Policy Manual" attached hereto as Exhibit B. 6.5 Participant has received, read and understood the terms and conditions found in "AlertSCC, Santa Clara County Regional Mass Notification System Policy Manual" attached hereto as Exhibit B. Participant hereby accepts said terms and conditions. 7. OWNERSHIP Participant acknowledges and agrees that it has no ownership rights in AlertSCC, data, phone numbers, email addresses, passwords, user IDs and other access information to AlertSCC, training and user guides, materials identified as confidential, the member pages of BCI's website and all other materials pertaining to the use of AlertSCC. Participant accepts the terms of ownership contained in the BCI Agreement. 8. WARRANTY, TRAINING, SUPPORT AND MAINTENANCE Participant accepts the terms of warranty, training, support and maintenance contained in the BCI Agreement. 9. CONFIDENTIALITY Participant shall maintain the confidentiality of the information specified in Section 7 of this Participant Agreement, the E911 data, 411 data, and the BCI portal subscription data with the same degree of care that it uses to protect its own confidential information, but in no event less than a reasonable degree of care, provided, however, that, Participant may disclose confidential information to the extent required by law. If Participant receives a California Public Records Act ("CPRA") request for information specified in Section 7 of this Participant Agreement, the E911 data, 411 data or the BCI portal subscription data, Participant shall notify County in writing within twenty four (24) hours of receipt of said request so that County can respond to the request in a timely fashion. These requests should go to the County Director of Emergency Preparedness, if Participant provides timely notice AGREEMENT BETWEEN Page 3 of 7 THE COUNTY OF SANTA CLARA AND PARTICIPANTS FOR USE OF AlertSCC, Santa Clara County Regional Mass Notification System AiertSCC Participant Agreement 14. WAIVER County's failure to require strict performance of any provision of this Participant Agreement shall not waive or diminish County's right thereafter to demand strict compliance with that or any other provision. No waiver by County of any of its rights under this Participant Agreement shall be effective unless expressed in writing and signed by the County. A waiver by County of any of its rights shall not be effective to waive any other rights. 15. NOTICES 15.1 All deliveries, notices, requests, demands or other communications provided for or required by this Participant Agreement shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested; when sent by overnight carrier; or upon telephone confirmation to sender of receipt of a facsimile communication which is followed by a mailed hard copy from sender. Notices shall be addressed to: COUNTY: Office of Emergency Services Director of Emergency Preparedness 55 W. Younger Avenue, 4t" Floor San Jose, CA 95110 PARTICIPANT: Town of Los Altos Hills City Manager 26379 Fremont Road Los Altos Hills, CA 94022 15.2 Each party may designate a different person and address by sending written notice to the other party, to be effective no later than ten (10) days after the date of the notice. 16. TITLES AND HEADINGS The titles and headings of paragraphs, sections, subsections and exhibits are for convenience only and are not intended to affect the proper construction of this Participant Agreement. 17. SEVERABILITY The provisions of this Participant Agreement are severable, and if for any reason, a clause, sentence or paragraph of this Participant Agreement is determined to be invalid by a court or County or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions of AGREEMENT BETWEEN Page 5 of 7 THE COUNTY OF SANTA CLARA AND PARTICIPANTS FOR USE OF AlertSCC, Santa Clara County Regional Mass Notification System AlertSCC Participant Agreement 21. GOVERNING LAWS This Participant Agreement shall be construed and interpreted in accordance with the laws of the State of California. Proper venue for legal action regarding this Participant Agreement shall be in the County of Santa Clara. IN WITNESS WHEREOF, Participant has caused its duly authorized representatives to execute and deliver this Participant Agreement as of the date first set forth below. COUNTY OF SANTA CLARA James Williams Deputy County Executive Office of the County Executive Date: � /IS - Dana Reed Director of Emergency Preparedness Office of Emergency Services Date: 3 �-Vl 1 11 Approved as to Form and Legality PARTICIPANT Carl Cahill, City Manager Town of Los Altos Hills Date: 3/18/2014 Approved as to Form and Legality Dep County ounsel s e t Mat , City Attorney Date: Date: 3/14/14 AGREEMENT BETWEEN Page 7 of 7 THE COUNTY OF SANTA CLARA AND PARTICIPANTS FOR USE OF AlertSCC, Santa Clara County Regional Mass Notification System