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HomeMy WebLinkAbout2016-06-09 - Board of Directors Meeting Agenda Packet AGENDA YORBA LINDA WATER DISTRICT BOARD OF DIRECTORS REGULAR MEETING Thursday, June 9, 2016, 8:30 AM 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL Ric Collett, President Michael J. Beverage, Vice President Phil Hawkins Robert R. Kiley Gary T. Melton 4. ADDITIONS/DELETIONS TO THE AGENDA 5. INTRODUCTIONS AND PRESENTATIONS 5.1. MWDSC/MWDOC Director's Report 6. PUBLIC COMMENTS Any individual wishing to address the Board is requested to identify themselves and state the matter on which they wish to comment. If the matter is on the agenda, the Board will recognize the individual for their comment when the item is considered. No action will be taken on matters not listed on the agenda. Comments are limited to matters of public interest and matters within the jurisdiction of the Water District. Comments are limited to three minutes. 7. CONSENT CALENDAR All items listed on the consent calendar are considered to be routine matters, status reports, or documents covering previous Board instructions. The items listed on the consent calendar may be enacted by one motion. There will be no discussion on the items unless a member of the Board, staff, or public requests further consideration. 7.1. Payments of Bills, Refunds, and Wire Transfers Recommendation: That the Board of Directors ratify and authorize disbursements in the amount of $485,986.68. 8. ACTION CALENDAR This portion of the agenda is for items where staff presentations and Board discussions are needed prior to formal Board action. 8.1. Proposed Institution of Stage 1 Water Conservation Measures Recommendation: That the Board of Directors adopt Resolution No. 16- 05 Instituting Stage 1 Watering Restrictions effective June 9, 2016. 8.2. Adopting a Public Funds Investment Policy Recommendation: That the Board of Directors adopt Resolution No. 16-06 Setting Forth a Public Funds Investment Policy and Rescinding Resolution No. 15-13. 8.3. Memorandum of Understanding with County of Orange for Renewal of AlertOC Countywide Mass Notification System Recommendation: That the Board of Directors approve and authorize the General Manager to execute the Memorandum of Understanding Between the County of Orange and Participants for the Use of Countywide Mass Notification System. 8.4. Proposed Amendments to California Special Districts Association (CSDA) Bylaws Recommendation: That the Board of Directors: (1) review the proposed amendments to CSDA's bylaws; (2) determine whether to vote in favor or not in favor of the changes; and (3) authorize the General Manager to complete and submit the associated ballot as instructed. 8.5. Reconsideration of Registration and Compensation Expenses for Director Attendance at the OC Taxpayers Association Luncheon held April 27, 2016 Recommendation: That the Board of Directors: (1) rescind the previous action taken in relation to this matter; (2) provide an opportunity for public comment regarding this item; and (3) reconsider payment of registration and compensation expenses for Director attendance at this event. 9. REPORTS, INFORMATION ITEMS, AND COMMENTS 9.1. President's Report 9.2. Directors' Reports 9.3. General Manager's Report 9.4. General Counsel's Report 9.5. Future Agenda Items and Staff Tasks 10. COMMITTEE REPORTS 10.1. Interagency Committee with MWDOC and OCWD (Collett/Melton) · Minutes of the meeting held May 24, 2016 at 4:00 p.m. · Next meeting scheduled July 26, 2016 at 4:00 p.m. 10.2. Joint Agency Committee with City of Yorba Linda (Collett/Beverage) · Minutes of the meeting held May 31, 2016 at 9:00 a.m. (To be provided when available.) · Next meeting scheduled June 28, 2016 at 9:00 a.m. at YL City Hall. 10.3. Interagency Committee with City of Placentia and Golden State Water Company (Collett/Kiley) · Minutes of the meeting held May 9, 2016 at 3:00 p.m. (To be provided when available.) · Next meeting yet to be scheduled. 10.4. Citizens Advisory Committee (Melton) · Minutes of the meeting held May 23, 2016 at 8:30 a.m. · Next meeting scheduled June 27, 2016 at 8:30 a.m. 11. INTERGOVERNMENTAL MEETINGS 11.1. MWDOC Board - June 1, 2016 (Melton) 11.2. OCSD Operations Committee - June 1, 2016 (Kiley/Beverage) 11.3. OCWD Board - June 1, 2016 (Collett) 11.4. WACO - June 3, 2016 (Hawkins/Kiley) 11.5. YL City Council - June 7, 2016 (Beverage) 11.6. LAFCO - June 8, 2016 (Beverage - As Needed) 12. BOARD OF DIRECTORS ACTIVITY CALENDAR 12.1. Meetings from June 10, 2016 - July 31, 2016 13. CLOSED SESSION The Board may hold a closed session on items related to personnel, labor relations and/or litigation. The public is excused during these discussions. 13.1. Conference with Legal Counsel - Pending Litigation Pursuant to Subdivision (a) of Section 54956.9 of the California Government Code Name of Case: Kent Ebinger and Yorba Linda Taxpayers Association vs. Yorba Linda Water District (OC Superior Court - Case No. 00829548) 14. ADJOURNMENT 14.1. A Board of Directors Workshop Meeting has been scheduled Tuesday, June 14, 2016 at 3:00 p.m. The next Regular Board of Directors Meeting will be held Thursday, June 23, 2016 at 8:30 a.m. Items Distributed to the Board Less Than 72 Hours Prior to the Meeting Pursuant to Government Code section 54957.5, non-exempt public records that relate to open session agenda items and are distributed to a majority of the Board less than seventy-two (72) hours prior to the meeting will be available for public inspection in the lobby of the District’s business office located at 1717 E. Miraloma Avenue, Placentia, CA 92870, during regular business hours. When practical, these public records will also be made available on the District’s internet website accessible at http://www.ylwd.com/. Accommodations for the Disabled Any person may make a request for a disability-related modification or accommodation needed for that person to be able to participate in the public meeting by telephoning the Executive Secretary at 714-701-3020, or writing to Yorba Linda Water District, P.O. Box 309, Yorba Linda, CA 92885-0309. Requests must specify the nature of the disability and the type of accommodation requested. A telephone number or other contact information should be included so the District staff may discuss appropriate arrangements. Persons requesting a disability-related accommodation should make the request with adequate time before the meeting for the District to provide the requested accommodation. ITEM NO. 7.1 AGENDA REPORT Meeting Date: June 9, 2016 Budgeted:Yes To:Board of Directors Cost Estimate:$485,986.68 Funding Source:All Funds From:Marc Marcantonio, General Manager Presented By:Delia Lugo, Finance Manager Dept:Finance Reviewed by Legal:N/A Prepared By:Richard Cabadas, Accounting Assistant I CEQA Compliance:N/A Subject:Payments of Bills, Refunds, and Wire Transfers SUMMARY: Section 31302 of the California Water Code says the District shall pay demands made against it when they have been approved by the Board of Directors. Pursuant to law, staff is hereby submitting the list of disbursements for Board of Directors’ approval. STAFF RECOMMENDATION: That the Board of Directors ratify and authorize disbursements in the amount of $485,986.68. DISCUSSION: The major items on this disbursement list are as follows: A wire of $19,874.62 to So. California Gas Co. for April 2016 gas charges at multiple locations; a wire of $52,947.01 to So. California Edison Co. for April 2016 electricity charges at multiple locations; a wire of $2,698.59 to So. California Edison Co. for April 2016 electricity charges at Miraloma Ave.; and a check of $45,594.34 to CalCard US Bank for credit card transactions processed on May 2016. The balance of $107,954.16 is routine invoices. The Accounts Payable check register total is $229,068.72; Payroll No. 10 total is $256,917.96; and the disbursements of this agenda report are $485,986.68. A summary of the checks is attached. PRIOR RELEVANT BOARD ACTION(S): The Board of Directors approves bills, refunds and wire transfers semi-monthly. ATTACHMENTS: Name:Description:Type: CkReg060916.pdf CHECK REGISTER Backup Material 16_CC_0609.pdf CREDIT CARD SUMMARY Backup Material 16-CS_0609.pdf CAP SHEET Backup Material Check No.Date Vendor Name Amount Description 67729 06/09/2016 ALBERT CAZARES 154.78 CUSTOMER REFUND 67736 06/09/2016 Aramark 588.82 UNIFORM SERVICE 67738 06/09/2016 AT & T 47.93 CIRCUIT #78KS315PT 67737 06/09/2016 AT & T - Calnet3 3,365.85 ATT CALNET 3 67739 06/09/2016 Bay Air Systems, Inc.9,216.00 MAINTENANCE - CLEAN HYDRONIC LOOP 67740 06/09/2016 BC Traffic Specialist 273.98 PADLOCKS (24) 67741 06/09/2016 Bee Busters, Inc 600.00 COLONY ABATEMENT 67742 06/09/2016 Bob Peters Fire Protection Inc 800.00 ANNUAL FIRE SPRINKLER SERVICE & CERTIFICATION 67723 06/09/2016 BOB ZWEIG 173.27 CUSTOMER REFUND 67749 06/09/2016 C. Wells Pipeline 1,011.10 WATER SERVICE REPAIR PARTS 67743 06/09/2016 CalCard US Bank 45,594.34 CREDIT CARD TRANSACTIONS - MAY 2016 67744 06/09/2016 CDW Government, Inc 513.00 J09-22#21 - WAN ROUTER CARD 67745 06/09/2016 Chambers Group Inc.1,241.98 PROFESSIONAL SERVICES - APRIL 2016 67746 06/09/2016 Chameleon Beverage Company, Inc.16,109.40 YLWD - 12OZ BOTTLED WATER 67747 06/09/2016 Cla-Val Co.760.31 CLA VALVE PARTS 67748 06/09/2016 Community Lock & Safe Service, Inc.28.04 KEY REPLACEMENT 67782 06/09/2016 De Nora Water Technologies Inc.1,132.85 CL2 PARTS 67750 06/09/2016 Dell Marketing L.P.168.85 VLA ACROBAT RENEWAL 67751 06/09/2016 Dion & Sons, Inc.4,957.58 MYSELLA OIL - FLEET 67752 06/09/2016 Doane and Hartwig Water Systems, Inc.257.90 EQUIPMENT - VALLEY VIEW BPS 67753 06/09/2016 Eisel Enterprises, Inc.79.92 J290 - METER BOX, LID & COVER 67754 06/09/2016 Elite Equipment Inc 266.46 AUTO MAINTENANCE 67755 06/09/2016 Environmental Engineering & Co 1,928.75 PROFESSIONAL SERVICES - GIS/CMMS 67756 06/09/2016 eSecurityToGo, LLC 5,890.00 WATCHGUARD RENEWAL 67724 06/09/2016 EVA LEE 331.58 CUSTOMER REFUND 67757 06/09/2016 Fairway Ford Sales, Inc.95.80 AUTO MAINTENANCE - #177 67758 06/09/2016 Federal Express 12.40 SHIPPING FEES 67733 06/09/2016 GILLESPIE BROTHERS ENTERPRISES LLC 321.18 CUSTOMER REFUND 67759 06/09/2016 Haaker Equipment Co.8,000.00 VAPOR ROOTER SYSTEM - #210 67726 06/09/2016 HAMIDULLAH NAJIB 83.34 CUSTOMER REFUND 67760 06/09/2016 Harrington Industrial 4,646.49 CL2 PARTS 67761 06/09/2016 Infosend Inc.5,120.03 POSTAGE BILLING - MONTHLY FEE 67762 06/09/2016 Jackson's Auto Supply - Napa 447.01 AUTO MAINTENANCE - #169, 173, 180 & 189 67732 06/09/2016 JOHN S MEEK CO 891.57 CUSTOMER REFUND 67725 06/09/2016 KIMBERLY BUZZONE 33.28 CUSTOMER REFUND 67763 06/09/2016 Konica Minolta Business 508.84 BIZHUB C224 LEASE 67764 06/09/2016 Liebert Cassidy Whitmore 59.40 HR POLICY HANDBOOKS 67766 06/09/2016 Managed Health Network 168.75 EAP - JUNE 2016 67767 06/09/2016 Mc Fadden-Dale Hardware 483.41 HARDWARE SUPPLIES 67734 06/09/2016 MDM CONSTRUCTION 902.20 CUSTOMER REFUND 67730 06/09/2016 MICHAEL DENNIS FULLER 151.28 CUSTOMER REFUND 67768 06/09/2016 Michael J. Beverage 48.60 MILEAGE REIMBURSEMENT - MAY 2016 67769 06/09/2016 Muzak LLC 85.63 CUSTOMER MESSAGE/PHONE SERVICE - MAY 16 67770 06/09/2016 NatPay Online Business Solutions 24.15 DOCULIVERY - APRIL 2016 67771 06/09/2016 New Pig Corporation 68.41 HARDWARE SUPPLIES 67772 06/09/2016 Nickey Kard Lock Inc 4,220.92 FUEL - 05-1-16 - 05-15-16 67773 06/09/2016 Nicole Dalton 200.00 BOOT REIMBURSEMENT - DALTON, N 67731 06/09/2016 NORDINE REALTORS INC 386.65 CUSTOMER REFUND 67775 06/09/2016 Orange County - Tax Collector 133.90 PERMITS #00250 & #00320 67774 06/09/2016 Orange County Register 1,479.00 15-SWRCB & 15-09 -YLWD ORDINANCE & PUBLIC NOTICES 67777 06/09/2016 P.T.I. Sand & Gravel, Inc.1,425.35 BASE MATERIAL - COLD MIX ASPHALT & FILL SAND 67722 06/09/2016 PEARL WIESELMAN 4.13 CUSTOMER REFUND 67727 06/09/2016 PETER KORPRAPUN 165.80 CUSTOMER REFUND 67776 06/09/2016 Powerstride Battery 48.48 BATTERY REPLACEMENT - #195 67783 06/09/2016 Rachel Padilla/Petty Cash 393.11 PETTY CASH - Y051116, O050516 & O051716 67778 06/09/2016 Robert Kiley 93.26 MILEAGE & DATA REIMBURSEMENT - MAY 2016 67779 06/09/2016 Safety-Kleen Systems Inc 275.50 REMOVE WASTE OIL Yorba Linda Water District Check Register For Checks Dated: 05/27/2016 thru 06/09/2016 67780 06/09/2016 SC Prime Source Inc.4,800.00 JANITORIAL SERVICES - MAY 2016 67781 06/09/2016 Security Solutions 1,420.00 WELL 10 - GATE REPAIR W060216 06/02/2016 Southern Calif Edison Co.2,698.59 ELECTRICITY CHARGES FOR APRIL 2016 - MIRALOMA AVE W052316 05/23/2016 Southern Calif Edison Co.52,947.01 ELECTRICITY CHARGES FOR APRIL 2016 - MULTIPLE LOCATIONS W051916 05/19/2016 Southern Calif Gas Co.19,874.62 GAS CHARGES FOR APRIL 2016 - MULTIPLE LOCATIONS 67784 06/09/2016 Stater Bros. Markets 64.29 MEETING SUPPLIES 67785 06/09/2016 Step Saver Inc 647.12 COARSE SALT 67786 06/09/2016 Superior Water Technologies 899.41 REPLACE RUPTURE DISC 67728 06/09/2016 TAMANY SMITH 19.49 CUSTOMER REFUND 67787 06/09/2016 TDC Group Inc 1,500.00 FREEANCE WEB SOFTWARE -RENEWAL 67765 06/09/2016 The Lighthouse Inc.132.54 AUTO PARTS - UNIT 168 67788 06/09/2016 Time Warner Cable 2,169.44 ETHERNET INTERSTATE COLOCATION 67789 06/09/2016 United Industries 89.15 PPE EQUIPMENT 67790 06/09/2016 UNUM Life Insurance Co. of America 3,455.60 LIFE, AD&D, STD & LTD - MONTHLY PREMIUM 67791 06/09/2016 West Coast Safety Supply Co 5,721.60 SEWER MAIN REPAIRS 67792 06/09/2016 Xylem Dewatering Solutions Inc 5,198.80 REPAIR GODWIN HL6M 67735 06/09/2016 YORBA LINDA SUNRISE ROTARY CLUB 960.50 CUSTOMER REFUND 229,068.72 Date Vendor Name Amount Description 5/9/2016 4imprint 180.70 (100) Retractable badge holders 5/10/2016 Big Brand Water 99.29 (2) Micron water filters 5/10/2016 Home Depot 94.93 Hardware supplies 5/10/2016 International Institute of Municipal Clerks 195.00 IIMC annual membership - Alexander, A 5/11/2016 Air Filter Supply Inc.33.05 A/C filter replacement 5/11/2016 Grainger 86.66 Hardware supplies 5/12/2016 Minuteman Press 81.00 Business cards - Millen, M 5/12/2016 Westside Building 276.24 Warehouse supplies 5/12/2016 McMaster Carr 711.26 (2) Sargant 351 Door closers 5/12/2016 Orchard Supply 12.83 Hardware supplies 5/16/2016 Newegg.com 235.43 Digital camera - GIS 5/16/2016 Harrington Industrial 70.81 CL2 parts 5/16/2016 Myron.com 250.02 (100) Royal excel pens 5/17/2016 Hach 95.55 Equipment - pocket pro ph tester 5/17/2016 Kohler 232.70 Maintenance supplies 5/17/2016 Home Depot 122.34 Tools & hardware supplies 5/17/2016 Village Nurseries 225.99 SOD for landscape repairs 5/17/2016 ARMA International 215.00 ARMA International membership 5/17/2016 State of California - Board for P.E.116.00 Renewal for professional engineer license 5/17/2016 SCIE ARMA 60.00 ARMA SCIE meeting - Millen & McAllister 5/18/2016 Home Depot 68.86 Hardware supplies 5/18/2016 AltoEdge, Inc.27.96 Editing software 5/18/2016 Thomas Scientific 67.47 Water quality test material 5/18/2016 United Water Works 14,860.37 March 2016 invoices - Warehouse stock 5/19/2016 Inland Area Public Mgmt Assoc - HR 35.00 Training - The Art of Writing a Performance Evaluation - McCann 5/19/2016 Liebert Cassidy Whitmore 5,000.00 Membership - Personnel Policy portal - (3) years 5/19/2016 Konica Minolta 1,410.96 Copy charges for Bizhub C224, C552 & 181 5/19/2016 Online Information Services 458.36 Online utility exchange 5/19/2016 Placentia Disposal 506.08 (2) Front loads (3 yards) 5/23/2016 Verizon Wireless 3,652.66 Verizon wireless - April 2016 5/24/2016 Uline 147.20 Tools & equipment 5/24/2016 McMaster Carr 44.99 (5) Fire extinguisher signs 5/24/2016 Veris Industries 279.37 AC replacement part 5/24/2016 Dan Copp 450.00 Dump fees 5/25/2016 Home Depot 149.54 Equipment and replacement parts 5/25/2016 Praxair Distribution 46.48 Welding supplies 5/26/2016 United Water Works 14,994.24 April 2016 invoices - Warehouse stock 45,594.34 Cal Card Credit Card U S Bank 5/12/16 - 5/26/16 June 02, 2016 CHECK NUMBERS & WIRES: Computer Checks 67722—67792 $ 153,548.50 ___________ $ 153,548.50 WIRES W 051916 So. California Gas Co. $ 19,874.62 W052316 So. California Edison $ 52,947.01 W060216 So. California Edison $ 2,698.59 ___________ $ 75,520.22 TOTAL OF CHECKS & WIRES $229,068.72 PAYROLL NO. 10: Direct Deposits $ 160,751.44 Third Party Checks 6414—6425 $ 50,329.58 Payroll Taxes $ 45,836.94 $ 256,917.96 TOTAL OF PAYROLL $256,917.96 ---------------------------------------------------------------------------------------------------------------------- DISBURSEMENT TOTAL: $485,986.68 ================================================================== APPROVED BY THE BOARD OF DIRECTORS MINUTE ORDER AT BOARD MEETING OF JUNE 09, 2016 ==================================================================. ITEM NO. 8.1 AGENDA REPORT Meeting Date: June 9, 2016 Budgeted:No To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Damon Micalizzi, Public Information Manager Dept:Administration/Public Affairs Reviewed by Legal:No Prepared By:Damon Micalizzi, Public Information Manager Subject:Proposed Institution of Stage 1 Water Conservation Measures SUMMARY: Attached for consideration by the Board of Directors is Resolution No. 16-05 Instituting Stage 1 Water Conservation Measures. This resolution supports the Governor's Executive Order B-37-16 "Making Water Conservation a Way of Life" and mirrors Metropolitan Water District of Southern California's Condition 2 – Water Supply Alert. The Governor's new Executive Order also extends the State Water Resources Control Board's ("SWRCB") temporary emergency water regulations through January 2017. On May 18, 2016 the State Water Resources Control Board adopted new regulations lifting mandatory conservation percentage targets, with water supliers setting new targets based on their ability to meet demand for three more severely dry years. Water districts will “self-certify” their level of supply and submit their data to the SWRCB which must ultimately approve the conservation targets that districts propose. The District previously was mandated a 36% reduction, in March that mandate was lowered to 28%. YLWD’s current conservation programs and public outreach have increased water use efficiency practices and awareness and have successfully achieved a 36% conservation rate comparative to 2013. Due to these efforts, coupled with improved water supply conditions (Metropolitan lifted mandatory watering restrictions and will be adding storage this year), there is more water available for customer consumption this year. STAFF RECOMMENDATION: That the Board of Directors adopt Resolution No. 16-05 Instituting Stage 1 Watering Restrictions effective June 9, 2016. DISCUSSION: The following is a synopsis of the permanent restrictions and requirements related to water waste that have remained in effect since 2009 with the Board's approval of Ordinance No. 09-01. It is the intent of the Board that these restrictions continue in effect year-round, regardless of the water situation, unless overridden by stronger restrictions within the ordinance or other Board actions. Irrigation of landscaping is prohibited between the hours of 9:00 a.m. and 6:00 p.m. Irrigation of landscaping is limited to fifteen (15) minutes per station per day. Irrigation of landscaping is prohibited during rain or when rain is forecasted for that day. Runoff during irrigation of landscaping onto hard surfaces is prohibited. Washing down of hard surfaces is prohibited. All leaks and breaks are required to be fixed within three (3) days of notice. Use of recirculated water is required for all fountains and water features. Washing of vehicles is prohibited unless with a bucket or similar container and sponge, and/or with a hose with a self-closing device. Drinking water is to be served at restaurants upon request only. Hotels and motels must provide customers the option to decline daily linen changes. Installation of single pass cooling systems is prohibited in buildings requesting new water service. Installation of non-recirculating water systems is prohibited in new commercial laundry systems. Restaurants are prohibited from using non-water conserving dish wash spray valves. All new commercial conveyor car wash systems must have installed operational re-circulating water systems. In addition to the above permanent water conservation requirements, the resolution requires moving to a Stage 1 Water Supply Shortage. This level has a voluntary water-use reduction goal of 10%, with the associated incorporation of the permanent conservation requirements. The District's Stage 1 restrictions include the following: Irrigation is limited to three (3) days per week, in which odd numbered addresses could irrigate on Monday, Wednesday and Friday, and even numbered addresses could irrigate Tuesday, Thursday and Saturday. Should a customer need a waiver from these restrictions due to hardship, a waiver process has been established within the ordinance. In addition, an appeals process related to the fines and violations has also been established. Staff is recommending an effective date of Thursday, June 9, 2016 in accordance with the State's mandate. Presently, the District is in Stage 3, with outdoor irrigation limited to two days a week. PRIOR RELEVANT BOARD ACTION(S): This matter was discussed at the May 26, 2016 Board meeting at which staff was instructed to bring back a resolution to move to Stage 1. ATTACHMENTS: Name:Description:Type: Ordinance_No._09-01.pdf Ordinance Ordinance 5.9.16_Executive_Order.pdf Executive Order Backup Material Resolution_No._16-05_- _Stage_1_Water_Supply_Shortage.docx Resolution Resolution ORDINANCE NO. 09-01 ORDINANCE OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT INSTITUTING WATER CONSERVATION MEASURES, PROHIBITION AGAINST WATER WASTE AND WATER SHORTAGE SUPPLY CONTINGENCIES WHEREAS, California has had one of the driest years on record, with eight of the past ten years meeting drought-level conditions; and WHEREAS, storage in the Colorado River system has dropped to fifty-five (55) percent of total capacity; and WHEREAS, the flow of the California Aqueduct has been restricted by up to thirty- five (35) percent, due to a federal court ruling to protect the Delta Smelt; and WHEREAS, the Governor of the State of California proclaimed a statewide drought and issued a State of Emergency to address the California water shortage, requesting that all water users reduce their water use by twenty (20) percent and asking all water agencies to assist their customers in reducing their use through a water conservation program; and WHEREAS, the Orange County Grand Jury investigated solutions into the looming water crisis in California and recommends in its report for local water agencies a goal of ten-percent voluntary conservation, a focus on outdoor usage, the development of monthly allocations for each customer and the implementation of conservation-inducing pricing; and WHEREAS, the Metropolitan Water District of Southern California is currently in a "Water Supply Alert" phase and urges implementation of "extraordinary conservation measures", such as conservation pricing, outdoor water restrictions, prohibition of runoff, enhanced rebates, and coordination with the Municipal Water District of Orange County to develop a unified regional message and to accelerate media and outreach campaigns; and WHEREAS, the Metropolitan Water District of Southern California is requiring ordinances from all agencies that receive rebate incentives detailing water conservation measures, prohibitions against water waste and associated penalties; and WHEREAS, the Municipal Water District of Orange County, the agency responsible for providing the Yorba Linda Water District with imported water through the Metropolitan Water District, has enacted a resolution 1 asking every Orange County resident and business to immediately reduce their water usage by ten-percent (10); and WHEREAS, the Orange County Water District, the agency responsible for supervising the Orange County Groundwater Basin, has implemented the "OC Water Hero" public education campaign, urging customers to conserve twenty gallons of water per person, per day; and WHEREAS, the Yorba Linda Water District has broad authority to enact water conservation rules under the laws of the State of California; and WHEREAS, the adoption of water conservation measures would assist in avoiding or minimizing the effects of water supply restrictions and a water shortage in Southern California. NOW, THEREFORE, BE IT ORDAINED, under the authority of Water Code §§ 350 and 31028, that the Board of Directors of the Yorba Linda Water District, does hereby FIND AND DETERMINE that matters set forth in the above recitals are true and correct, and that the Board of Directors of the Yorba Linda Water District therefore DECLARES the existence of an emergency caused by drought or other threatened or existing water shortage; and THEREFORE, BE IT ORDAINED, under the authority of Water Code §§ 350 and 31028, that the Board of Directors of the Yorba Linda Water District, does hereby FIND, DETERMINE AND DECLARE that water conservation measures and restriction on the use of District water are necessary and appropriate to protect the health and safety of water users within the Yorba Linda Water District; and THEREFORE, BE IT ORDAINED, under authority of Water Code §§ 353 and 31026, that the Board of Directors of the Yorba Linda Water District, based upon the findings set forth herein, does hereby PROHIBIT the wastage of District water and does hereby ORDER that the following water conservation measures and water use restrictions are necessary and appropriate to prevent the waste of District water and to protect the health and safety of water users with the Yorba Linda Water District. These measures will be effective as of July 1, 2009. SECTION 1: Permanent Water Conservation Measures and Prohibitions Against Water Waste. A. The following water conservation requirements are effective at all times and are permanent. Violations of this section will be considered waste and an unreasonable use of water. 1. Limits on Watering Hours Watering or irrigation of lawn, landscape or other vegetated area is prohibited between the hours of 9:00 a.m. and 6:00 p.m. on any day, or between hours later designated by the District, except for the express purpose of adjusting or repairing an irrigation system. This subsection does not apply to landscape 2 irrigation systems that exclusively use very low-flow drip irrigation where no emitter produces more than two (2) gallons of water per hour. 2. Limit on Watering Duration Watering or irrigating of lawn, landscape or other vegetated area is limited to fifteen (15) minutes watering per station per day. This subsection does not apply to landscape irrigation systems that exclusively use very low-flow drip irrigation where no emitter produces more than two (2) gallons of water per hour and weather based controllers or stream rotor sprinklers that meet a 70% efficiency standard. 3. No Watering During Rain Watering or irrigating of lawn, landscape or other vegetated area is prohibited when it is currently raining or there is a forecasted chance of rain of fifty (50) percent or higher. 4. No Excessive Water Flow or Runoff Water or irrigation of any lawn, landscape or other vegetated area in a manner that causes or allows excessive water flow or runoff onto an adjoining sidewalk, driveway, street, alley, gutter or ditch is prohibited. 5. No Washing Down Hard or Paved Surfaces Washing down hard or paved surfaces, including but not limited to sidewalks, walkways, driveways, parking areas, tennis courts, patios or alley, is prohibited except when necessary to alleviate safety or sanitary hazards and then only by use of a hand-held bucket or similar container, a low-volume, high-pressure cleaning machine equipped to recycle any water used, or a low-volume high-pressure water broom. 6. Obli ation to Fix Leaks Breaks or Other Malfunctions Excessive use, loss or escape of water through breaks, leaks or other malfunctions in the water user's plumbing or distribution system, including that of irrigation systems, beyond a reasonable period of time after such escape of water should have been discovered and corrected, and in no event more than three (3) calendar days of receiving notice from the District, is prohibited. 7. Re-circulating Water Required for Water Fountains and Decorative Water Features Operating a water fountain or other decorative water feature that does not use re-circulated water is prohibited. 8. Limits on Washing Vehicles Using water to wash or clean a vehicle, including but not limited to any automobile, truck, van, bus, motorcycle, boat or trailer, whether motorized or not is prohibited, except by use of a hand-held bucket or similar container and/or a hand-held hose equipped with a positive self-closing water shut-off nozzle or device. This subsection does not apply to any commercial car washing facility. 3 9. Drinking Water Served Upon Request Only Eating or drinking establishments, including but not limited to a restaurant, hotel, cafe, cafeteria, bar, or other public place where food or drinks are sold, served, or offered for sale, are prohibited from providing drinking water to any person unless expressly requested. 10.Commercial Lodging Establishments Must Provide Guests the Option to Decline Daily Linen Services Hotels, motels and other commercial lodging establishments must provide customers the option of not having towels and linen laundered daily. Commercial lodging establishments must prominently display notice of this option in each bathroom using clear and easily understood language. 11.No Installation of Single Pass Cooling Systems Installation of single pass cooling systems is prohibited in buildings requesting new water service. 12.No Installation of Non-re-circulating waters stem in Commercial Laund Systems tems Installation of non-re-circulating water systems is prohibited in new commercial laundry systems. 13.Restaurants Required to Use Water Conserving Dish Wash Spray Valves Food preparation establishments, such as restaurants or cafes, are prohibited from using non-water conserving dish wash spray valves. 14.Commercial Car Wash Systems Effective on July 1, 2009, all new commercial conveyor car wash systems must have installed operational re-circulating water systems, or must have secured a waiver of this requirement from the District. SECTION 2: Stage 1 - Water Supply Shortage (Water Use Reduction Goal — up to 10%) A. A Stage 1 Water Supply Shortage exists when the District determines, in its sole discretion, that due to drought or other water supply conditions, a water supply shortage or threatened shortage exists and a consumer demand reduction is necessary to make more efficient use of water and appropriately respond to existing water conditions, or without prior Board approval when the Metropolitan Water District of Southern California changes its Water Supply Alert stage to "Condition 2: Water Supply Alert". B. In addition to the prohibited uses of water identified as permanent water conservation measures and prohibitions against water waste (Section 1), the following water conservation requirements apply during a declared Stage 1 Water Supply Shortage. 4 1. Limits on Watering Days Watering or irrigation of lawn, landscape or other vegetated area is limited to three (3) calendar days per week, in which odd numbered addresses are permitted to irrigate on Monday, Wednesday and Friday, and even numbered addresses are permitted irrigate Tuesday, Thursday and Saturday. No irrigation is permitted on Sunday. This subsection does not apply to any landscape irrigation system that exclusively use very low-flow drip irrigation where no emitter produces more than two (2) gallons of water per hour and weather based controllers or stream rotor sprinklers that meet a 70% efficiency standard. SECTION 3: Stage 2 - Water Supply Shortage (Water Use Reduction Goal- up to 20%) A. A Stage 2 Water Supply Shortage exists when the District determines, in its sole discretion, that due to drought or other water supply conditions, a water supply shortage or threatened shortage exists and a consumer demand reduction is necessary to make more efficient use of water and appropriately respond to existing water conditions, or without prior Board approval when the Metropolitan Water District of Southern California changes its Water Supply Alert stage to "Condition 3: Water Supply Allocation of 5% through 15%". B. In addition to the prohibited uses of water identified as permanent water conservation measures and prohibitions against water waste (Section 1), the following water conservation requirements apply during a declared Stage 2 Water Supply Shortage: 1. Limits on Watering Days Watering or irrigation of lawn, landscape or other vegetated area in the months of April through October, is limited to three (3) calendar days per week in which odd numbered addresses are permitted to irrigate on Monday, Wednesday and Friday, and even numbered addresses are permitted to irrigate on Tuesday, Thursday and Saturday. No irrigation is permitted on Sunday. In the months of November through March, irrigation is limited to two (2) calendar days per week, in which odd numbered addresses are permitted to irrigate Monday and Friday, and even numbered addresses are permitted to irrigate Tuesday and Saturday. This subsection does not apply to any landscape irrigation system that exclusively uses very low-flow drip irrigation where no emitter produces more than two (2) gallons of water per hour and weather based controllers or stream rotor sprinklers that meet a 70% efficiency standard. 2. Obligation to Fix Leaks, Breaks, or Other Malfunctions Excessive use, loss or escape of water through breaks, leaks or other malfunctions in the water user's plumbing or distribution system for any period of time after such escape of water should reasonably have been discovered and corrected and in no event more than two (2) calendar days of receiving notice from the District, is prohibited. 5 SECTION 4: Stage 3 -Water Supply Shortage (Water Use Reduction Goal- up to 35%) A. A Stage 3 Water Supply Shortage exists when the District determines, in its sole discretion, that due to drought or other water supply conditions, a water supply shortage or threatened shortage exists and a consumer demand reduction is necessary to make more efficient use of water and appropriately respond to existing water conditions, or without prior Board approval when the Metropolitan Water District of Southern California changes its Water Supply Alert stage to "Condition 3: Water Supply Allocation of 20% through 35%". In addition to the prohibited uses of water identified as permanent water conservation measures and prohibitions against water waste (Section 1), the following water conservation requirements apply during a declared Stage 3 Water Supply Shortage: 1. Limits on Watering Days Watering or irrigation of lawn, landscape or other vegetated area in the months of April through October is limited to two (2) calendar days per week, in which odd numbered addresses are permitted to irrigate on Monday and Friday, and even numbered addresses are permitted to irrigate on Tuesday and Saturday. In the months of November through March, is limited to one (1) calendar day per week, in which odd numbered addresses are permitted to irrigate on Monday only and even numbered addresses are permitted to irrigate Saturday only This subsection does not apply to landscape irrigation systems that exclusively use very low-flow drip irrigation where no emitter produces more than two (2) gallons of water per hour and weather based controllers or stream rotor sprinklers that meet a 70% efficiency standard. 2. Limits on Filling Swimming Pools & Spas Re-filling of more than one foot and initial filling of residential swimming pools or outdoor spas is prohibited. SECTION 5: Stage 4 - Water Supply Shortage - Emergency Condition (Water Use Reduction Goal-40% or Greater) A. A Stage 4 Water Supply Shortage is also referred to as an "emergency" condition. A Stage 4 Water Supply Shortage exists when the District declares, in its sole discretion, a water shortage emergency and notifies its residents and businesses that a significant reduction in consumer demand is necessary to maintain sufficient water supplies for public health and safety, or without prior Board approval when the Metropolitan Water District of Southern California changes its Water Supply Alert stage to "Condition 3: Water Supply Allocation of 40% or greater". B. In addition to the prohibited uses of water identified as permanent water conservation measures and prohibitions against water waste (Section 1), the following water conservation requirements apply during a declared Stage 4 Water Supply Shortage: 6 1. No Watering or Irrigating Watering or irrigating of lawn, landscape or other vegetated area with potable water is prohibited. This restriction does not apply to the following categories of use: a. Maintenance of vegetation, including trees and shrubs, that are watered using a hand-held bucket or similar container, hand-held hose equipped with a positive self—closing water shut-off nozzle or device; b. Maintenance of existing landscape necessary for fire protection; c. Maintenance of existing landscape for soil erosion control; d. Actively irrigated environmental mitigation projects. 2. Obligation to Fix Leaks, Breaks, or Other Malfunctions Excessive use, loss or escape of water through breaks, leaks or other malfunctions in the water user's plumbing or distribution system for any period of time after such escape of water should reasonably have been discovered and corrected and in no event more than one (1) calendar day of receiving notice from the District, is prohibited. 3. No New Water Service Upon declaration of a Stage 4 Water Supply Shortage Emergency condition, no new water service will be provided and no new temporary meters or permanent meters will be provided, except as is necessary to protect the public health, safety, and welfare. SECTION 6: Hardship Variance A. If, due to unique circumstances, a specific requirement of this ordinance would result in undue hardship to a person using water or to property upon which water is used, that is disproportionate to the impacts to water users generally or to similar property or classes of water users, then the person may apply for a variance to the requirements as provided in this section. 1. Written Finding The variance may be granted or conditionally granted only upon a written finding of the existence of facts demonstrating an undue hardship to a person using water or to property upon which water is used, that is disproportionate to the impacts to water users generally or to similar property or classes of water use due to specific and unique circumstances of the user or the user's property. 2. Application Application for a variance must be on a form prescribed by the Yorba Linda Water District (Exhibit A) and accompanied by a $25 non- refundable processing fee. 7 3. Supporting Documentation The application must be accompanied by photographs, maps, drawings, and other information showing why the request should be granted, including a written statement of the applicant. 4. Required Findings for Variance An application for a variance will be denied unless the District finds, based on the information provided in the application, supporting documents, or such additional information as may be requested, and on water use information for the property as shown by the records of the District, all of the following: a. That the variance does not constitute a grant of special privilege inconsistent with the limitations upon other residents and businesses; b. That because of special circumstances applicable to the property or its use, the strict application of this chapter would have a disproportionate impact on the property or use that exceeds the impacts to residents and businesses generally; c. That the authorizing of such variance will not be of substantial detriment to adjacent properties and will not be detrimental to the public interest; and d. That the condition or situation of the subject property or the intended use of the property for which the variance is sought is not common, recurrent or general in nature. e. That conservation is already being accomplished through the previous installation of water saving features. 5. Approval Authority The General Manager's Designee shall promptly act upon any completed application no later than seven (7) calendar days after submittal and may approve, conditionally approve, or deny the variance. The applicant requesting the variance shall be promptly notified in writing of any action taken (Exhibit J). Unless specified otherwise at the time a variance is approved, the variance will apply to the subject property during the period of the mandatory water supply shortage condition and if approved or conditionally approved, will apply from the date of approval only. Any previous violations and/or subsequent penalties are final. The decision of the General Manager's Designee can be appealed to the General Manager by written notice within seven (7) calendar days of the date of the denied waiver. The General Manager shall act upon an appeal within thirty (30) calendar days of the District's receipt of the applicant's appeal. The General Managers decision shall be final. 8 6. Previous Violations Any approved or conditionally approved waiver is valid from the date in which it was approved or conditionally approved forward. Any previous violations and subsequent fines or penalties associated with those violations are final and will not be reimbursed. SECTION 7: Penalties and Violations A. Violations of any provisions of the ordinance herein must be personally observed by members of the District staff able to personally attest to them. The fines for such violations will be collected on the water bill. Failure to pay a fine amount will be treated as nonpayment of the water bill and water service may be terminated as a result. Protests for violations are allowable per Section 8 of this ordinance. The fines for such violations are as follows: 1 . First Violation The Yorba Linda Water District will hand deliver a door hanger (Exhibit B) to the location of the violation and will also mail a Notice of First Violation (Exhibit C) to the current billing address. 2. Second Violation A second violation within twelve (12) calendar months of the first violation is punishable by a penalty not to exceed one hundred dollars ($100). This amount will be added to the next water bill fifteen days after the date of the violation, if not protested. The Yorba Linda Water District will hand deliver a door hanger (Exhibit B) to the location of the violation and will also send a Notice of Second Violation (Exhibit D) to the current billing address. 3. Third Violation A third violation within twelve (12) calendar months of the first or second violation is punishable by a penalty not to exceed two hundred and fifty dollars ($250). This amount will be added to the next water bill fifteen days after the date of the violation, if not protested. The Yorba Linda Water District will hand deliver a door hanger (Exhibit B) to the location of the violation and will also send a Notice of Third Violation (Exhibit E) to the current billing address. 4. Fourth and Subsequent Violations A fourth and any subsequent violation within (12) calendar months of the first or any subsequent violation is punishable by a fine not to exceed five hundred dollars ($500). This amount will be added to the next water bill fifteen days after the date of the violation, if not protested. The Yorba Linda Water District will hand deliver a door hanger (Exhibit B) to the location of the violation and will also send a Notice of Fourth and Subsequent Violations (Exhibit F to the current billing address. 5. Water Flow Restrictor Device 9 In addition to any fines, the District, at the discretion of the General Manager, may install a water flow restrictor device of approximately one gallon per minute capacity for services up to one and one-half inch size and comparatively sized restrictors for larger services. The restrictor will be installed by the District forty-eight (48) hours after a Notice of Intent to Install Flow Restrictor (Exhibit G) is sent to the current billing address. The restrictor will remain installed for a minimum of forty-eight (48) hours or such time as the General Manager, in his discretion, should decide. 6. Water Service Discontinuation In addition to any fines and the installation of a water flow restrictor, the District, at the discretion of the General Manager, may disconnect a customer's water service for willful violations of mandatory restrictions listed herein. The discontinuation of service will be imposed by the District forty-eight (48) hours after a Notice of Intent to Discontinue Service (Exhibit H) is sent to the current billing address, and will be imposed in the same process as disconnection pertaining to unpaid bills. A person or entity that violates this ordinance is responsible for payment of the District's charges for installing and/or removing any flow restricting device and for disconnection and/or reconnecting service per the District's schedule of charges then in effect. The charge for installing and/or removing any flow restricting device must be paid to the District before the device is removed. Nonpayment will be subject to the same remedies as nonpayment of basic water rates. B. In the event that the individual responsible for the payment of the water bill is not the violator of the ordinance, notification of penalties will go to both the violation address and the billing address on file, with any and all fines and associated charges. Payment of the bill will be the final responsibility of the individual named on the account. SECTION 8: Relief from Enforcement A. The District will issue a Notice of Violation (Exhibits C-F) by mail or personal delivery at least fourteen (14) calendar days before taking enforcement action, with the exception of fourth and subsequent violations. Such notice will describe the violation and the date by which corrective action must be taken. A customer wishing to protest the Notice of Violation must first seek administrative review by the District by filing a written Notice of Review (Exhibit 1) with the District no later than fourteen (14) days from the date of notice. Any Notice of Violation not timely protested will be final. Upon receipt of a timely protest, the protest will be fully reviewed by the General Manager, with a Notice of Decision (Exhibit J) sent to the customer by mail within thirty (30) days of appeal. The District will only grant relief if the violation claimed is not in violation of the provisions of the Ordinance, the claim of violation is factually incorrect, or the District finds in its discretion that a violation did not occur. Should the District deny the customer relief, the customer may appeal the denial of the protest by filing a Form SC 100 with the Small Claims 10 division of the Superior Court within 25 days of the District's decision to deny the protest. (Gov. Code, § 53069.4 (b)(1); Cal. Code of Civ. Pro., § 1013 (a).) Pending receipt of a written appeal, and appeal to the Superior Court, the District may take appropriate steps to prevent the unauthorized use of water as appropriate to the nature and extent of the violations and the current declared water Stage condition. However, the District will not terminate water service while an appeal or hearing is still pending. SECTION 9: This Ordinance is Controlling To the extent that there is any inconsistency between this ordinance and the Urban Water Management Plan, any previous ordinances, resolutions, or other planning documents, or any other documents pertaining to water conservation or water use prohibitions, this ordinance shall prevail. PASSED AND ADOPTED this 14th day of May, 2009 by the following called vote: AYES: Directors Armstrong, Beverage, Mills and Summerfield NOES: None ABSENT: Director Collett ABSTAIN: None John W. Summerfield, President ATTEST: K nneth Vecchiarelli, Secretary Reviewed as to form by General Counsel: r Arthur G. Kidman, Esq. McCormick, Kidman and Behrens 11 Yorba Linda Water District Exhibit "A" Conservation Ordinance Waiver Application This Application is pursuant to Ordinance 09-01 Name Date (Last) (First) Address for Waiver (Street) (City) (Zip) Restriction Waiver is Requested For Pursuant to Ordinance 09-01, Section 6, if, due to unique circumstances, a specific requirement of the Ordinance restrictions would result in undue hardship to a person using water or to property upon which water is used that is disproportionate to the impacts to water users generally or to similar property or classes of water users to the individual or property at the above address a waiver may be granted. The waiver may be granted, conditionally granted or denied based upon any included support documents and the paid non-refundable Application Processing Fee of$25. These documents can include a written statement of explanation, photographs, maps, drawings, etc. Proof of previous conservation through the installation of water saving features must also be included in the supporting documentation in order for the waiver to be granted or conditionally granted. Exclusion of this proof is grounds for denial of the waiver. Further, pursuant to Ordinance 09-01, Section 6, the General Manager's Designee will act upon any completed application no later than seven (7) days after receipt of the waiver application with a Notice of Decision (Exhibit J) sent to the address requesting the waiver. The decision of the Designee can be appealed to the General Manager, %ith the completion of another application within seven (7) days of the date of denied waiver. The decision of the General Manager will be final. If approved, or conditionally approved, this waiver is valid only from the date approved or conditionally approved, forward. Any previous violations and subsequent fines or penalties incurred are final and will not be reimbursed retroactively. 1 understand that any information provided on this form or in supporting documentation that is found to be unllfully falsified shall result in an automatic denial of the application. Signature FOR OFFICE USE ONLY Application Fee Paid Approved First Application Conditionally Approved Second Application Denied -- ------ - -- - -- ---- -- - ---- - - -- --- -- -- - -- 1 ♦ I ♦♦ I I ♦ � I • Exhibit "B" ; � �♦ I I I ♦ �` I I I ' I li I I ' Yorba Linda Ij 1 I Water District I � As the water supply situation worsens, conserva- tion and water use efficiency remain key factors. Please help to do your part. ; 1 I � 1 We were in the area and wanted to make you aware of the following restriction: I I I ❑ Watering between gam and 6pm ; 1 ❑ Watering more than 15 min per station per day ; I ❑ Excessive Water Flow/Runoff ; 1 � ❑ Washing down of hard surfaces I � 1 I � ❑Watering when it is raining ; I � I � ❑ Other ' I � I � I � Need melloft? I Check out the other side of this hanger for information on Rebates & Conservation Tips i 1 I 1 1 Issued byYLWD Employee No. 1 Date: I Pursuant to Ordinance XX-XX, this Doorhanger serves as a ; I Notice of Violation • - -- - - --- -- - -- - - - - -- - -- -- - - -- - -- - - - - -- � r----- --- --------- --------------0----- , . i . t ' r i , t , , t Yor ba Linda ., Water District t Please Do YOUR Part To Help Conserve Water! , , t CONSERVATION TIPS ; Limit watering to 15 min. Pe r station per day. t � 46 Refrain from washing down drive-ways, sidewalks or patios. 6 Adjust sprinkers to eliminate overspray and runoff. ; ' 6 Step on your grass to check if it needs to ; be watered. If it pops back up, it doesn't. ; t 46 Promptly repair all leaks, including those within your sprinkler system. , t , t REBATES Both Indoor & Outdoor Rebates are available! Online rebate forms can be found at: ; www.socalwatersmart.com ; www.ylwd.com r + , t t . More conservation tips can be found at: ; www.ylwd.com ; 714-701-3000 ; ' t { ----------------------------- —J Yorba Linda Water District Exhibit "C„ Date Re: Pursuant to Ordinance 09-01 , First Violation, Case No. Dear Customer, We wanted to bring to your attention Ordinance 09-01 , passed by the Yorba Linda Water District Board of Directors on May 14 , 2009 . A District employee was in your area and noticed an inadvertent violation on the following date , at the following address: *This ordinance, like many similar throughout California, was passed in reaction to the worsening water crisis. California has had one of the driest years on record, with eight of the past ten years meeting drought-level conditions and the Governor of the State of California proclaimed a state-wide drought and issued a State of Emergency, requesting that all water users reduce their water use by twenty (20) percent. We, at the Yorba Linda Water District, are committed to assisting our customers meet this request by focusing on the reduction of water waste and the efficiency of water that is used . Rebates for both indoor and outdoor products and conservation tips are available through the District website at www .ylwd . com. Please review the included Ordinance and feel free to contact us if you have any questions about its implementation . Due to unique circumstances, should you require an exemption from these restrictions, due to unique circumstances which create a hardship, a request for a Hardship Waiver can be submitted to the District. The Conservation Ordinance Waiver Application is available at the District Administrative Offices and through the District website . Upon submittal of the request for a variance to the District, the District staff will review the request and either approve, conditionally approve, or deny the waiver. if approved, the waiver is applicable from that date forward . Any previous violations will not be reimbursed retroactively. Thank you , in advance, for your commitment to water use efficiency. Sincerely, Yorba Linda Water District Exhibit ran„ Date Notice of Second Violation This Notice is issued pursuant to Ordinance 09- 01 Violation Case No. Date Issued Location of Violation I . Violations The following violations of District Ordinance 09-01 have been witnessed as occurring on said property by a District employee : II. Corrective Actions The following corrective action is required: III . Date for Compliance / Penalties You have been assessed a penalty for the above violations in the amount of one hundred ($ 100) dollars. This penalty will appear on your water bill after fourteen ( 14) days, if not appealed. The account is subject to disconnect if any and all penalties are not paid in a timely manner. Corrective action is required within fourteen ( 14) days to avoid future violations. Future violations will also incur penalties pursuant to Ordinance No, 09-01 , Section 1a. A copy of the full Ordinance is attached. This order shall become final unless you file a protest with the District no later than the close of business fourteen ( 14) daps after the date of this Notice of Violation. The Notice of Appeal is available at the District Administrative Offices and online at www.vlwd.com. Issuing Party: Signature: Yorba Linda Water District Exhiblit " E" Date Notice of Third Violation This Notice is issued pursuant to Ordinance 09-4I Violation Case No . Date Issued Location of Violation I. "Violations The following violations of District Ordinance 09-01 have been witnessed as occurring on said property by a District employee: II. Corrective Actions The following corrective action is required: III . Date for Compliance / Penalties You have been assessed a penalty for the above violations in the amount of two hundred and fifty ($250) dollars. This penalty will appear on your water bill after fourteen ( 14) days, if not appealed . The account is subject to disconnect if any and all penalties are not paid in a timely manner. Corrective action is required within fourteen ( 14) days to avoid future violations. Future violations will also incur penalties pursuant to Ordinance No. 09-01 > Section 7a. A copy of the full Ordinance is attached. This order shall become final unless you file a protest with the District no later than the close of business fourteen ( 141 days after the date of this Notice of Violation. The Notice of Appeal is available at the District Administrative Offices and online at www.vlwd.com. Issuing Party: Signature: Yorba Linda Water District EXHIBIT " F" Date Notice of Fourth and Subsequent Violation This Notice is issued pursuant to Ordinance 09-41 Violation Case No. Date Issued Location of Violation I. Violations The following violations of District Ordinance 09-01 have been witnessed as occurring on said property by a District employee : II. Corrective Actions The following corrective action is required : III. Date for Compliance / Penalties You have been assessed a penalty for the above violations in the amount of five hundred ($500) dollars. This penalty will appear on your water bill after fourteen ( 14) days, if not appealed. In addition to the penalty, the District may install a water flow restrictor device (48/48 Program) and/ or may disconnect service for willful violations, pursuant to Ordinance 09-01 . The installation of a restrictor and/ or the disconnection of service may become effective within forty-eight (48) hours, by separate notice . The account is also subject to disconnect if any and all penalties are not paid in a timely manner. Corrective action is required within fourteen ( 14) days to avoid future violations. Future violations will also incur penalties pursuant to Ordinance No, 09-01 , Section 7a. A copy of the full Ordinance is attached. This order shall become final unless you file a protest with the District no later than the close of business fourteen ( 14) days after the date of this Notice of Violation. The Notice of Appeal is available at the District Administrative Offices and online at www.vlwd .com. Issuing Party: Signature : Yorba Linda Water District Exhibit "G" Date Notice of Intent to Install Flow Restrictor This Notice is issued pursuant to Ordinance 09-01 Violation Case No. Date Issued Location of Violation This notice is in regard to the receipt of a Fourth or Subsequent Violation (Exhibit "F"). Pursuant to Ordinance 09-01, Section 7a, in addition to any fees assessed, the District may install a water flow restrictor device (48/48 Program) and/or may disconnect service for willful violations. The restrictor will be installed by the District forty-eight (48) hours after a Notice of Intent to Install Flow Restrictor (Exhibit G) is sent to the current billing address. The restrictor will allow approximately one gallon per minute capacity for services up to one and one-half inch size and comparatively sized restrictors for larger services, and will remain installed for a minimum of forty-eight (48) hours. Removal of the flow restrictor is at the discretion of the General Manager. Further, pursuant to Ordinance 09-01, Section 7a, payment of the District's charges for installing and/or removing any flow restricting device and for disconnection and/or reconnecting service per the District's schedule of charges then in effect will be included on the customer's water bill. The charge for installing and/or removing any flow restricting device must be paid to the District before the device is removed. The account is also subject to disconnect if any and all penalties are not paid in a timely manner. Due to unique circumstances, should you require an exemption from these restrictions, a Hardship Waiver can be submitted to the District, and is available at the District Administrative Offices and online at wwvr .ylwd.com. Issuing Party: Signature: Yorba Linda Water District Exhibit "H" Date Notice of Intent to Disconnect Service This Notice is issued pursuant to Ordinance 09-01 Violation Case No. Date Issued Location of Violation This notice is in regard to the receipt of a Fourth or Subsequent Violation (Exhibit "F"). Pursuant to Ordinance 09-01, Section 7a, in addition to any fees assessed, the District may install a water flow restrictor device (48/48 Program) and/or may disconnect service for willful violations. The discontinuation of service will be imposed by the District forty-eight (48) hours after a Notice of Intent to Discontinue Service (Exhibit H) is sent to the current billing address. Further, pursuant to Ordinance 09-01, Section 7a, payment of the District's charges for installing and/or removing any flow restricting device and for disconnection and/or reconnecting service per the District's schedule of charges then in effect will be included on the customer's water bill. The charge for disconnection and/or reconnecting services must be paid to the District before the service is restored. The account is also subject to disconnect if any and all penalties are not paid in a timely manner. Due to unique circumstances, should you require an exemption from these restrictions, a Hardship Waiver can be submitted to the District, and is available at the District Administrative Offices and online at w%vw.vlwd.com. Issuing Party: Signature: Yorba Linda Water District Exhibit "I" Notice of Review This notice is pursuant to Ordinance 09-01 Name Date (Last) (First) Address for Waiver/Violation Appeal (Street) (City) (Zip) Violation No. (if applicable) Pursuant to Ordinance 09-01, if, due to unique circumstances, a specific requirement of the Ordinance restrictions would result in undue hardship, additional supporting documents are found, or the violation was made in error, an appeal can be submitted to the District no later than the close of business on the day before the date scheduled for enforcement action. Any Notice of Violation not timely appealed will be final. The waiver may be granted, conditionally granted or denied based upon any included support documents. These documents can include a written statement of explanation, photographs, maps, drawings, etc. Further, pursuant to Ordinance 09-01, Section 7, the General Manager's Designee will act upon any completed Notice of Review (Exhibit I) no later than seven (7) calendar days after receipt of the appeal with a Notice of Decision (Exhibit J) sent to the address requesting the appeal. The decision of the Designee can be appealed to the General Manager, with the completion of another application within seven (7) days of the date of denied waiver. The General Manager will act upon the appeal within thirty (30) calendar days. The decision of the General Manager is final. 1 understand that any information provided on this form or in supporting documentation that is found to be unllfully falsified shalt result in an automatic denial of the appeal. Signature FOR OFFICE USE ONLY Approved Conditionally Approved Denied Yorba Linda Water District Exhibit "J" Notice of Decision This notice is pursuant to Ordinance 09-01 Pursuant to Ordinance 09-01 , if, due to unique circumstances, a specific requirement of the Ordinance restrictions would result in undue hardship, additional supporting documents are found, or the violation was made in error, an appeal can be submitted to the District no later than the close of business on the day before the date scheduled for enforcement action . Any Notice of Violation not timely appealed will be final. The waiver may be granted, conditionally granted or denied based upon any included support documents. These documents can include a written statement of explanation, photographs, maps, drawings, etc. Pursuant to Ordinance 09-01 , Section 6, the General Manager's Designee will act upon any completed Notice of Notice of Appeal no later than seven (7) calendar days after receipt of the appeal. Unless specified otherwise at the time approved , the variance will apply to the subject property during the period of the mandatory water supply shortage condition and if approved or conditionally approved, will apply from the date of approval only. Any previous violations and/ or subsequent penalties are final. The decision of the General Manager's Designee can be appealed to the General Manager by written notice within seven (7) calendar days of the date of the denied waiver. The General Manager shall act upon an appeal within thirty (30) calendar days after receipt of the appeal with a Notice of Decision sent to the address requesting the appeal. The decision of the General Manager shall be final in the case of an appeal for a waiver. In the case of an appeal of a violation fine , should the District deny the customer relief, the customer may appeal the denial of the protest by filing a Form SC 100 with the Small Claims division of the Superior Court within 25 days of the District's decision to deny the protest. (Gov. Code, § 53069.4 (b)( 1 ) ; Cal. Code of Civ. Pro. , § 1013 (a) . ) Request for Appeal of: Waiver Violation Request Decision: Approved Conditionally Approved Denied Decision Reason : Issued by: Signature: Date: ® Yorba Linda Water District Ordinance 09-01 Violation Log Exhibit "K" Name of Customer& Violation Observed Date & Time Door Hanger Employee Signature & Employee Number Street Address where Left at In compliance uith California Code of Civil Procedure§2015.5,in Violation was observed Address of signing this declaralion I do hereby declare under penalty of perjury that Violation? the foregoing is true and correct Customer Name: Watering between 9am & 6 pm Water more than 15 minutes per Date: YES Date: Customer Address: station per day _Excess Water Flow/Runoff Place: California _Washing down of hard surfaces Watering when it is raining Signature Other: Time: NO Employee # Customer Name: _ Watering between 9am & 6 pm —Water more than 15 minutes per Date: YES Date: Customer Address: station per day _Excess Water Flow/ Runoff Place: California _Washing down of hard surfaces _Watering when it is raining Signature Other: Time: NO Employee# Customer Name: _ Watering between 9am & 6 pm Water more than 15 minutes per Date: YES Date: Customer Address: station per day _Excess Water Flow/Runoff Place: , California _Washing down of hard surfaces Watering when it is raining Signature Other: Time: NO Employee # Customer Name: Watering between 9am & 6 pm Water more than 15 minutes per Date: YES Date: Customer Address: station per day _Excess Water Flow/Runoff {'lace: , California _Washing down of hard surfaces _Watering when it is raining Signature Other: Time: NO 'X X ����riz�iur �>e�ttr#mend Mato of Lralifurnia EXECUTIVE ORDER B-37-16 MAKING WATER CONSERVATION A CALIFORNIA WAY OF LIFE WHEREAS California has suffered through a severe multi-year drought that has threatened the water supplies of communities and residents, devastated agricultural production in many areas, and harmed fish, animals and their environmental habitats; and WHEREAS Californians responded to the drought by conserving water at unprecedented levels, reducing water use in communities by 23.9% between June 2015 and March 2016 and saving enough water during this period to provide 6.5 million Californians with water for one year; and WHEREAS severe drought conditions persist in many areas of the state despite recent winter precipitation, with limited drinking water supplies in some communities, diminished water for agricultural production and environmental habitat, and severely- depleted groundwater basins; and I { WHEREAS drought conditions may persist in some parts of the state into 2017 and beyond, as warmer winter temperatures driven by climate change reduce water supply held in mountain snowpack and result in drier soil conditions; and WHEREAS these ongoing drought conditions and our changing climate require California to move beyond temporary emergency drought measures and adopt permanent changes to use water more wisely and to prepare for more frequent and I persistent periods of limited water supply; and WHEREAS increasing long-term water conservation among Californians, improving water use efficiency within the state's communities and agricultural production, and strengthening local and regional drought planning are critical to California's resilience to drought and climate change; and WHEREAS these activities are prioritized in the California Water Action Plan, which calls for concrete, measurable actions that "Make Conservation a California Way of Life" and "Manage and Prepare for Dry Periods" in order to improve use of water in our state. �x x NOW, THEREFORE, I, EDMUND G. BROWN JR., Governor of the State of California, in accordance with the authority vested in me by the Constitution and statutes of the State of California, in particular California Government Code sections 8567 and 8571, do hereby issue this Executive Order, effective immediately. IT IS HEREBY ORDERED THAT: The orders and provisions contained in my January 17, 2014 Emergency Proclamation, my April 25, 2014 Emergency Proclamation, Executive Orders B-26-14, ( B-28-14, B-29-15, and B-36-15 remain in full force and in effect except as modified herein. j State agencies shall update temporary emergency water restrictions and transition to permanent, long-term improvements in water use by taking the following actions. USE WATER MORE WISELY 1. The State Water Resources Control Board (Water Board) shall, as soon as practicable, adjust emergency water conservation regulations through the end of January 2017 in recognition of the differing water supply conditions across the state. To prepare for the possibility of another dry winter, the Water Board shall also develop, by January 2017, a proposal to achieve a mandatory reduction in potable urban water usage that builds off of the mandatory 25% reduction called for in Executive Order B-29-15 and lessons learned through 2016. 2. The Department of Water Resources (Department) shall work with the Water Board to develop new water use targets as part of a permanent framework for urban water agencies. These new water use targets shall build upon the existing state law requirements that the state achieve a 20% reduction in urban water usage by 2020. (Senate Bill No. 7 (7th Extraordinary Session, 2009-2010).) These water use targets shall be customized to the unique conditions of each water agency, shall generate more statewide water conservation than existing requirements, and shall be based on strengthened standards for-. a. Indoor residential per capita water use-, b. Outdoor irrigation, in a manner that incorporates landscape area, local climate, and new satellite imagery data; c. Commercial, industrial, and institutional water use-, and d. Water lost through leaks. The Department and Water Board shall consult with urban water suppliers, local governments, environmental groups, and other partners to develop these water use targets and shall publicly issue a proposed draft framework by January 10, 2017. fix` x 3. The Department and the Water Board shall permanently require urban water suppliers to issue a monthly report on their water usage, amount of conservation achieved, and any enforcement efforts. ELIMINATE WATER WASTE 4. The Water Board shall permanently prohibit practices that waste potable water, such as: • Hosing off sidewalks, driveways and other hardscapes; • Washing automobiles with hoses not equipped with a shut-off nozzle; • Using non-recirculated water in a fountain or other decorative water feature; • Watering lawns in a manner that causes runoff, or within 48 hours after measurable precipitation; and • Irrigating ornamental turf on public street medians. 5. The Water Board and the Department shall direct actions to minimize water system leaks that waste large amounts of water. The Water Board, after funding projects to address health and safety, shall use loans from the Drinking Water State Revolving Fund to prioritize local projects that reduce leaks and other water system losses. 6. The Water Board and the Department shall direct urban and agricultural water suppliers to accelerate their data collection, improve water system management, and prioritize capital projects to reduce water waste. The California Public Utilities Commission shall order investor-owned water utilities to accelerate work to minimize leaks. 7. The California Energy Commission shall certify innovative water conservation and water loss detection and control technologies that also increase energy efficiency. STRENGTHEN LOCAL DROUGHT RESILIENCE 8. The Department shall strengthen requirements for urban Water Shortage Contingency Plans, which urban water agencies are required to maintain. These updated requirements shall include adequate actions to respond to droughts lasting at least five years, as well as more frequent and severe periods of drought. While remaining customized according to local conditions, the updated requirements shall also create common statewide standards so that these plans can be quickly utilized during this and any future droughts. 9. The Department shall consult with urban water suppliers, local governments, environmental groups, and other partners to update requirements for Water Shortage Contingency Plans. The updated draft requirements shall be publicly released by January 10, 2017. 99 x >'c x 10.For areas not covered by a Water Shortage Contingency Plan, the Department shall work with counties to facilitate improved drought planning for small water suppliers and rural communities. IMPROVE AGRICULTURAL WATER USE EFFICIENCY AND DROUGHT PLANNING 11.The Department shall work with the California Department of Food and Agriculture to update existing requirements for Agricultural Water Management Plans to ensure that these plans identify and quantify measures to increase water efficiency in their service area and to adequately plan for periods of limited water supply. 12.The Department shall permanently require the completion of Agricultural Water Management Plans by water suppliers with over 10,000 irrigated acres of land. 13.The Department, together with the California Department of Food and Agriculture, shall consult with agricultural water suppliers, local governments, agricultural producers, environmental groups, and other partners to update requirements for Agricultural Water Management Plans. The updated draft requirements shall be publicly released by January 10, 2017. The Department, Water Board and California Public Utilities Commission shall develop methods to ensure compliance with the provisions of this Executive Order, including technical and financial assistance, agency oversight, and, if necessary, enforcement action by the Water Board to address non-compliant water suppliers. This Executive Order is not intended to, and does not, create any rights or benefits, substantive or procedural, enforceable at law or in equity, against the State of California, its agencies, departments, entities, officers, employees, or any other person. FURTHER DIRECT that as soon as hereafter possible, this order be filed in the Office of the Secretary of State and that widespread publicity and notice be given of this order. IN WITNESS WHEREOF I have hereunto set my hand and caused the Great Seal of the State of California to be affixed this 9th day of May 2016. EDMUND G. BROWN JR. Governor of California ATTEST: ALEX PADILLA Secretary of State � x RESOLUTION NO. 16-05 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT INSTITUTING STAGE 1 WATER SUPPLY SHORTAGE WHEREAS, on May 14, 2009, the Yorba Linda Water District adopted Ordinance No. 09-01 instituting Water Conservation Measures, Prohibition Against Water Waste and Water Shortage Suply Contingencies; and WHEREAS, on January 17, 2014 the Governor of California proclaimed a State of Emergency due to severe drought conditions and directed state officials to take all necessary actions to prepare for these drought conditions; and WHEREAS, on April 25, 2014 the Governor of California issued an executive order that called on all Californians to redouble their efforts to conserve water; and WHEREAS, on April 1, 2015, due to persisting drought conditions, the Governor of California issued an executive order that called for a statewide reduction in potable water use of 25%; and WHEREAS, on May 6, 2015 emergency drought regulations, which were adopted by the State Water Resources Control Board to promote water conservation and to impose restrictions on outdoor irrigation, went into effect setting a conservation mandate for Yorba Linda Water District of 36%; and WHEREAS, on February 2, 2016, the SWRCB adopted an extended and revised emergency drought regulation to ensure that urban water conservation continues through October 2016 while providing urban water suppliers more flexibility in meeting their conservation requirements, including potential downward adjustments to urban water suppliers' conservation mandate that range from 2% to a maximum of 8%; and WHEREAS, on February 22, 2016, the Yorba Linda Water District submitted an application to the SWRCB requesting the maximum downward adjustment of 8% from the District's 36% conservation mandate, which was granted in whole; and WHEREAS, on May 9, 2016 the Governor issued a new Executive Order B-37-16 "Making Water Conservation a Way of Life" directing actions to extend the State Water Resources Control Board ("SWRCB") temporary emergency water regulation through January 2017; and Resolution No. 16-05 Instituting Stage 1 Water Supply Shortage 1 WHEREAS, on May 18, 2016 the State Water Resources Control Board adopted new regulations lifting mandatory conservation percentage targets, with water supliers setting new targets based on their ability to meet demand for three more severely dry years. Water districts will "self-certify" their level of supply and submit their data to the SWRCB which must ultimately approve the conservation targets that districts propose; and WHEREAS, as of June 1, 2016, the District and its customers have exceeded the State mandated 36% cut in water usage; and WHEREAS, due to extraordinary achievments in the ways of conservation and improved supply conditions in the Metropolitan Water District of Southern California's service area, MWD lifted mandatory restrictions moving to Declare a "Condition 2 - "Water Supply Alert"; and WHEREAS, pursuant to Sections 1 and 4 of Ordinance No. 09-01, Permanent Water Conservation Measures and Prohibitions Against Water Waste are currently in effect and outdoor irrigation is presently limited to two days a week; and WHEREAS, pursuant to Section 2 of Ordinance No. 09-01, a Stage 1 Water Supply Shortage exists when the District determines, in its sole discretion, that due to drought or other water supply conditions, a water shortage or threatened shortage exists and a consumer demand reduction is necessary to make more efficient use of water and appropriately respond to existing water conditions. NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Yorba Linda Water District as follows: Section 1. The Board of Directors hereby determines that though water supply conditions have improved, and State targets have been lifted, it is still necessary to reduce water waste and appropriately respond to existing water conditions throughout the State. Section 2. A Stage 1 Water Supply Shortage, as defined in Section 2 of Ordinance No. 09-01, is hereby instituted. As set forth in Section 2 of Ordinance No. 09-01, outdoor irrigation is hereby limited to three calendar days per week (Odd addresses can irrigate Monday, Wednesday and Friday; even addresses can irrigate Tuesday, Thursday and Saturday) and outdoor irrigation is hereby prohibited on Sunday. Section 3. The Permanent Water Conservation Measures and Prohibitions Against Water Waste under Section 1 of Ordinance No. 09-01 remain in effect. Resolution No. 16-05 Instituting Stage 1 Water Supply Shortage 2 Section 4. The District encourages customers to implement water conservation measures above and beyond those required by Ordinance No. 09-01, such as Smart Controllers, Rotating Nozzles, High-Efficiency Nozzles, High-Efficiency Clothes Washers and Toilets, Smartimers and Drought Tolerant Landscaping. Section 5. That all conflicting Resolutions and minute orders are hereby rescinded. PASSED AND ADOPTED this 9th day of June 2016, by the following called vote: AYES: NOES: ABSTAIN: ABSENT: Ric Collett, President Yorba Linda Water District ATTEST: Marc Marcantonio, Board Secretary Yorba Linda Water District Reviewed as to form by General Counsel: Arthur G. Kidman, Esq. Kidman Law LLP Resolution No. 16-05 Instituting Stage 1 Water Supply Shortage 3 ITEM NO. 8.2 AGENDA REPORT Meeting Date: June 9, 2016 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Marc Marcantonio, General Manager Dept:Finance Prepared By:Delia Lugo, Finance Manager Subject:Adopting a Public Funds Investment Policy STAFF RECOMMENDATION: That the Board of Directors adopt Resolution No. 16-06 Setting Forth a Public Funds Investment Policy and Rescinding Resolution No. 15-13. DISCUSSION: The California Government Code requires that "the treasurer or chief fiscal officer of a local entity may annually render to the legislative body of that local agency and any oversight committee of that local agency, a statement of investment policy, which should be considered at a public meeting." As such, the attached policy is being presented for the Board's consideration. Staff is not recommending any changes from the current investment policy adopted by Resolution No. 15-13 on June 11, 2015. ATTACHMENTS: Name:Description:Type: Resolution_No._16-06_-_Investment_Policy_2016- 17.docx Resolution Resolution Investment_Policy_June_2016.docx Investment Policy Backup Material Resolution No. 16-06 Setting Forth a Public Funds Investment Policy and Rescinding Resolution No. 15-13 1 RESOLUTION NO. 16-06 RESOLUTION OF THE BOARD OF DIRECTORS OF THE YORBA LINDA WATER DISTRICT SETTING FORTH A PUBLIC FUNDS INVESTMENT POLICY AND RESCINDING RESOLUTION NO. 15-13 WHEREAS, California Government Code Section 53600 sets forth guidelines for the investment of public funds; and WHEREAS, the current Yorba Linda Water District Investment Policy was adopted by Resolution No. 15-13 on June 11, 2015; and WHEREAS, the District is in possession of public funds that are not required for immediate expenditure, and are available for investment; and WHEREAS, a policy setting forth guidelines for the investment of said funds is necessary for compliance with the principles of sound financial management; and WHEREAS, the Board of Directors of the Yorba Linda Water District desire to adopt the Investment Policy set forth herein. NOW, THEREFORE, BE IT RESOLVED by Board of Directors of the Yorba Linda Water District as follows: Section 1. Exhibit 1 (Investment Policy – Yorba Linda Water District) is hereby adopted and deemed implemented concurrent with passage and adoption of this Resolution. Section 2. That Resolution No. 15-13 is hereby rescinded immediately upon adoption of this Resolution. PASSED AND ADOPTED this 9th day of June 2016 by the following called vote: AYES: NOES: ABSTAIN: ABSENT: Ric Collett, President Yorba Linda Water District ATTEST: Marc Marcantonio, Secretary Yorba Linda Water District Resolution No. 16-06 Setting Forth a Public Funds Investment Policy and Rescinding Resolution No. 15-13 2 Reviewed as to form by General Counsel: Arthur G. Kidman, Esq. Kidman Law, LLP INVESTMENT POLICY BOARD OF DIRECTORS Ric Collett, President Michael J. Beverage, Vice President Robert Kiley, Board Member Gary T. Melton, Board Member Phil Hawkins, Board Member Marc Marcantonio, General Manager June 2016 TABLE OF CONTENTS Section 1 Policy Section 2 Scope Section 3 Delegation of Authority Section 4 Investment Objectives Section 5 Prudence Section 6 Ethics and Conflicts of Interest Section 7 Authorized Broker/Dealers Section 8 Authorized Investments Section 9 Review of Investment Portfolio Section 10 Investment Pools Section 11 Collateralization Section 12 Safekeeping and Custody Section 13 Diversification and Maximum Maturities Section 14 Internal Controls Section 15 Performance Standards Section 16 Reporting Section 17 Investment Policy Adoption Appendix “A” Description of Authorized Investments and Restrictions Appendix “B” Glossary Investment Policy – June 2016 1 SECTION 1: POLICY 1.1 It is the policy of the Yorba Linda Water District (“District”) to invest public funds in a manner which ensures the safety and preservation of capital while meeting reasonably anticipated operating expenditure needs, achieving a reasonable rate of return and conforming to all state and local statutes governing the investment of public funds. 1.2 The purpose of this policy is to provide guidelines for the prudent investment of funds of the District and to outline the policies for maximizing the efficiency of the District’s cash management. The District’s goal is to enhance the economic status of the District consistent with the prudent protection of the District’s investments. This investment policy has been prepared in conformance with all pertinent existing laws of the State of California. SECTION 2: SCOPE 2.1 This Investment Policy applies to all funds and investment activities of the District, except for the proceeds from capital project financing instruments, which are invested in accordance with provisions of their specific documents. These funds are accounted for as Enterprise Funds and are identified in the District’s Comprehensive Annual Financial Report. SECTION 3: DELEGATION OF AUTHORITY 3.1 The authority of the Board of Directors to invest funds is derived from Section 53601 of the California Government Code (“CGC”). Section 53607 of the CGC grants the Board of Directors the authority to delegate that authority, for a one-year period, to the District’s Treasurer. Therefore, management responsibility for the investment program is hereby delegated to the District’s Treasurer, who shall be responsible for all transactions undertaken and shall establish a system of controls to regulate the activities of subordinate officials and their procedures in the absence of the Treasurer. The Treasurer shall establish procedures for the management of investment activities, including the activities of staff consistent with this Policy. 3.2 The Treasurer may retain the services of an outside investment advisor or manager as approved by the Board to assist with the District’s investment program. Any investment advisor selected shall make all investment Investment Policy – June 2016 2 decisions and transactions in strict accordance with State law, and this Policy. SECTION 4: INVESTMENT OBJECTIVES 4.1 The primary objectives, in priority order, of the District’s investment activities shall be: 4.1.1 Safety: Safety and preservation of principal is the foremost objective of the investment program. Investments shall be selected in a manner that seeks to ensure the preservation of capital in the District’s overall portfolio. This will be accomplished through a program of diversification and maturity limitations, more fully described in Section 13, in order that potential losses on individual securities do not exceed the income generated from the remainder of the portfolio. 4.1.2 Liquidity: The District’s investment portfolio will remain sufficiently liquid to enable the District to meet all operating requirements which might be reasonably anticipated. Securities should mature concurrent with cash needs to meet anticipated demands. 4.1.3 Return on Investments: The District’s investment portfolio shall be designed with the objective of attaining the best yield or returns on investments, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives. SECTION 5: PRUDENCE 5.1 The standard of prudence to be used by the designated representative shall be the “prudent investor” standard and shall be applied in the context of managing the overall portfolio. The meaning of the standard of prudent investor is explained in CGC Section 53600.3, which states that “when investing, reinvesting, purchasing, acquiring, exchanging, selling or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like Investment Policy – June 2016 3 aims, to safeguard the principal and maintain the liquidity needs of the agency.” 5.2 The Treasurer and delegated investment officers, acting in accordance with District procedures and the Policy and exercising due diligence, shall be relieved of personal responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. 5.3 Investments shall be made with judgment and care - under circumstances then prevailing - which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. SECTION 6.0: ETHICS AND CONFLICTS OF INTEREST 6.1 Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. Employees and investment officials shall disclose to the District’s General Manager any material financial interests in financial institutions that conduct business with the District’s boundaries, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the District. SECTION 7: AUTHORIZED BROKER/DEALERS 7.1 The Treasurer will maintain a list of authorized broker/dealers and financial institutions that are approved for investment purposes. Broker/dealers will be selected for credit worthiness and must be authorized to provide investment services in the State of California. These may include “primary” dealers or regional dealers that qualify under Securities & Exchange Commission Rule 15(C)3-1 (uniform net capital rule). No public deposit will be made by the broker/dealer except in a qualified public depository as established by the established state laws. Before a financial institution or broker/dealer is used, they are subject to investigation and approval by the Treasurer or his/her designated representative, and must submit the following: Investment Policy – June 2016 4 7.1.1 Certification of having read and understood this investment policy resolution and agreeing to comply with the District’s investment policy; 7.1.2 Proof of Federal Investment Regulatory Authority certification; 7.1.3 Proof of State of California registration; 7.1.4 Audited financial statements for the institution’s three (3) most recent fiscal years; 7.1.5 References of other public-sector clients that similar services are provided to. 7.2 If a third party investment advisor is authorized to conduct investment transactions on the District’s behalf, the investment advisor may use their own list of approved independent broker/dealers and financial institutions. The investment advisor’s approved list must be made available to the District upon request. SECTION 8: AUTHORIZED INVESTMENTS 8.1 The District is provided a broad spectrum of eligible investments under the CGC Sections 53601 et seq. Authorized investments shall also include, in accordance with CGC section 16429.1 et seq., investments into the Local Agency Investment Fund (LAIF) and the Orange County Treasurer’s Commingled Investment Pool in accordance with CGC section 53684. Within the investments permitted by the CGC, the District seeks to further restrict eligible investment to the investments listed in Section 8.3 below. Percentage holding limits listed in this section apply at the time the security is purchased. Ratings, where shown, specify the minimum credit rating category required at purchased without regard to +/- or 1,2,3 modifiers, if any. 8.2 The purchase of any investment permitted by the CGC, but not listed as an authorized investment in this Policy is prohibited without the prior approval of the Board of Directors. Investment Policy – June 2016 5 8.3 Within the context of these limitations, the following investments are authorized: TABLE 1 Permitted Investments*/ Deposits CA Government Code % of Portfolio Limits / Maturity Limits YLWD % of Portfolio Limits / Maturity Limits Bank Deposits# No % limit, 5 years No % limit, 5 years CD Placement Service# 30% limit, 5 years 30% limit, 5 years Local Agency Investment Fund (LAIF)^ No % or maturity limit No % or maturity limit County Pooled Investment Funds^ No % or maturity limit No % or maturity limit Joint Powers Authority Funds (CalTRUST & CAMP)^ No % or maturity limit No % or maturity limit U.S. Treasury Obligations No % limit, 5 years No % limit, 5 years U.S. Agency Obligations No % limit, 5 years No % limit, 5 years Negotiable Certificates of Deposit# 30% portfolio, 5 years 30% portfolio, 5 years Money Market Funds* 20%, 10% per issuer, no limit 20%, 10% per issuer, no limit Medium-Term (or Corporate) Notes* 30% portfolio, 5 years 30% portfolio, 5 years Bankers Acceptances* 40%, 30% per issuer, 180 days 10% max, 5% per issuer, 180 days Investment Policy – June 2016 6 Commercial Paper* 25%, 10% per issuer, 270 days 25% max, 5% per issuer, 270 days * Please see Appendix A for more detailed descriptions and additional restrictions ^ Please see Section 10 for additional restrictions # Please see Section 11 for additional restrictions SECTION 9: REVIEW OF INVESTMENT PORTFOLIO 9.1 The securities held by the District must be in compliance with Section 8 Authorized Investments at the time of purchase. The Treasurer shall at least quarterly review the portfolio to verify that all securities are in compliance with Section 8 Authorized Investments. In the event a security held by the District is subject to a credit rating change that brings it below the minimum credit ratings specified in Appendix A Authorized Investments, the Treasurer should notify the Finance-Accounting Committee - and through the Committee’s minutes, the Board - of the change. The course of action to be followed will then be decided on a case-by-case basis, considering such factors as the reason for the change, prognosis for recovery or further rate drops, and the market price of the security. SECTION 10: INVESTMENT POOLS 10.1 A thorough investigation of any investment pool or mutual fund is required prior to investing, and on a continual basis. The investigation will, at a minimum, obtain the following information: 10.1.1 A description of eligible investment securities, and a written statement of investment policy and objectives; 10.1.2 A description of interest calculations and how it is distributed, and how gains and losses are treated; 10.1.3 A description of how the securities are safeguarded (included the settlement processes), and how often the securities are priced and the program audited; 10.1.4 A description of who may invest in the program, how often and what size deposit and withdrawal are allowed; Investment Policy – June 2016 7 10.1.5 A schedule for receiving statements and portfolio listings; 10.1.6 Are reserves, retained earnings, etc. utilized by the pool/fund; 10.1.7 A fee schedule and when and how it is assessed; 10.1.8 Is the pool/fund eligible for bond proceeds and/or will it accept such proceeds. SECTION 11: COLLATERALIZATION 11.1 Bank Deposits: Under provisions of the CGC, California banks and savings and loan associations are required to secure the District’s deposits by pledging eligible securities with a value of 110% of principal and accrued interest. State law also allows financial institutions to secure District deposits by pledging first trust deed mortgage notes having a value of 150% of the District’s total deposits. 11.2 Waiver of Security: The Treasurer, at his/her discretion and in accordance with CGC section 53653, may waive security for the portion of any deposits as is insured pursuant to federal law. SECTION 12: SAFEKEEPING AND CUSTODY 12.1 All security transactions entered into by the District shall be conducted on a delivery-versus-payment basis. Securities will be held by a third party custodian designated by the Treasurer and evidenced by safekeeping receipts. The only exception to the foregoing shall be depository accounts and securities purchases made with (i) local government investment pools, and (ii) money market mutual funds, since those purchased securities are not deliverable. SECTION 13: DIVERSIFICATION AND MAXIMUM MATURITIES 13.1 The District will diversify its investments by security type and institution. With the exception of U.S. Treasuries, U.S. Agency Securities, FDIC Insured Certificates of Deposit and authorized pools, no more than 30% of the District’s total investment portfolio will be invested in a single security type or with a single financial institution. Investment Policy – June 2016 8 13.2 To the extent possible, the District will attempt to match its investments with anticipated cash flow requirements. Unless matched to a specific cash flow and approved in advance by the Board of Directors, the District will not directly invest in securities maturing more than 5 years from the date of purchase. SECTION 14: INTERNAL CONTROLS 14.1 The external auditors will annually review the investments and general activities associated with the investment program. This review will provide internal control by assuring compliance with the Investment Policy and District policies and procedures. SECTION 15: PERFORMANCE STANDARDS 15.1 The investment portfolio will be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with the investment risk constraints and the cash flow needs. 15.2 The District’s investment strategy is passive. The performance of the District’s investment portfolio will be evaluated and compared to an appropriate benchmark in order to assess the success of the investment portfolio relative to the District’s Safety, Liquidity and Return on Investments objectives. This review will be conducted annually with the Finance-Accounting Committee. SECTION 16: REPORTING 16.1 Subject to CGC sections 53607 and 53646(b), the Treasurer will provide monthly investment reports to the District’s Finance-Accounting Committee (and through the Committee’s minutes, to the Board of Directors) and quarterly reports to the Board of Directors which provide a clear picture of the status of the current investment portfolio. The reports shall comply with the reporting requirements of CGC sections 53607 and 53646(b), respectively. SECTION 17: INVESTMENT POLICY ADOPTION Investment Policy – June 2016 9 17.1 The District’s Investment Policy will be adopted by resolution of the Board of Directors. The policy will be reviewed on an annual basis and modification, if any, must be approved by the Board of Directors. Investment Policy – June 2016 10 APPENDIX “A” DESCRIPTION OF AUTHORIZED INVESTMENTS AND RESTRICTIONS The following descriptions of authorized investments, maximum maturities and limits are included here to assist in the administration of this policy. 1) BANK DEPOSITS The District may make bank deposits in accordance with California Government Code section 53630 et seq., which requires collateral. Per California Government Code Section, there are three classes of deposits: (a) inactive deposits, (b) active deposits and (c) interest-bearing active deposits. The collateral requirements apply to both active deposits (checking and savings accounts) and inactive deposits (non-negotiable time certificates of deposit). The maximum maturity shall be five years. No limit will be placed on the percentage total invested in this category. 2) CD PLACEMENT SERVICE – Government Code Sections 53601.8 and 53653.8 The District may invest in collateralized certificates of deposits in accordance with the requirements in California Government Code Sections 53601.8 and 53635.8. Purchases of certificates of deposit pursuant to Government Code Sections 53601.8, 53653.8, and 53601 shall not, in total, exceed 30 percent of District’s investment portfolio. The maximum maturity is limited to five years. 3) THE STATE LOCAL AGENCY INVESTMENT FUND (LAIF) – Government Code Section 16429.1 The LAIF is a special fund in the California State Treasury and an investment alternative for California’s local governments and special districts created and governed pursuant to CGC Section 16429.1 et seq. and managed by the State Treasurer’s Office. The District, with the consent of the Board of Directors, is authorized to remit money not required for the District’s immediate need, to the State Treasurer for deposit in this fund for the purpose of investment. Principal may be withdrawn on one day’s notice. The fees charged by LAIF are limited by statute. Investment of District funds in LAIF shall be subject to investigation and due diligence prior to Investment Policy – June 2016 11 investing, and on a continual basis to a level of review described in Section 10 Investment Pools. No limit will be placed on the percentage total in this category. 4) ORANGE COUNTY TREASURER’S COMMINGLED INVESTMENT POOL (OCCIP) – Government Code Section 53684 The OCCIP is a money market investment pool managed by the Orange County Treasurer’s Office. OCCIP is more fully described in the glossary at Appendix B. The District has no funds invested in OCCIP at this time. Investment of District funds in OCCIP would be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review described in Section 10 Investment Pools. There is no maturity limit. No limit will be placed on the percentage total in this category. 5) THE INVESTMENT TRUST OF CALIFORNIA (CALTRUST) – Government Code Section 53601(p) The Investment Trust of California (CalTRUST) is a local government investment pool organized as a joint powers authority pursuant to California Government Code Section 6509.7. Wells Capital Management, a wholly- owned subsidiary of Wells Fargo, is the portfolio manager for each of the CalTRUST funds. Investment of District funds in CalTRUST shall be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review described in Section 10 Investment Pools. No limit will be placed on the percentage total in this category. 6) CALIFORNIA ASSSET MANAGEMENT PROGRAM (CAMP) – Government Code Section 53601(p) The Trust is currently governed by a Board of five Trustees, all of whom are officials or employees of Public Agencies. The Trustees are responsible for setting overall policies and procedures for the Trust. The Program’s Investment Adviser and Administrator is Public Financial Management, Inc. The amounts deposited in this category shall be limited to bond proceeds and are to be invested for the purpose of arbitrage management only. The District has no funds invested in CAMP at this time. Investment of District funds in OCCIP would be subject to investigation and due diligence prior to investing, and on a continual basis to a level of review described in Section 10 Investment Pools. Proceeds may be invested in the Treasury Portfolio Investment Policy – June 2016 12 and/or the Money Market Portfolio. There is no maturity limit. No limit will be placed on the percentage total in this category. 7) U.S. TREASURY OBLIGATIONS – Government Code Section 53601(b) United States Treasury notes, bonds, bills or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. The maximum maturity shall be limited to five years. No limit will be placed on the percentage total invested in this category. 8) U.S. AGENCY OBLIGATIONS – Government Code Section 53601(f) Federal agency or United States government-sponsored enterprise senior debt obligations, participations, mortgaged-backed securities or other instruments, including those issued by or fully guaranteed as to principal and interest by Federal agencies or United States government-sponsored enterprises. Examples of these securities include Federal National Mortgage Association, Federal Farm Credit Bank, Federal Home Loan Mortgage Corporation and Federal Home Loan Bank. The maximum maturity shall be limited to five years with no limit placed on the percentage total in this investment category. 9) NEGOTIABLE CERTIFICATES OF DEPOSIT – Government Code Section 53601(i) Investments are limited to deposits issued by a nationally or state-chartered bank, a savings association or a federal association (as defined by Section 5102 of the Financial Code), a state or federal credit union, or by a state- licensed branch of a foreign bank. Individual investments shall be limited to Federal Deposit Insurance Corporation-insured limits of $250,000. Purchases of certificates of deposit pursuant to Government Code Sections 53601.8, 53653.8, and 53601 shall not, in total, exceed 30 percent of District’s investment portfolio. The maximum maturity is limited to five years. Investment Policy – June 2016 13 10) MONEY MARKET FUNDS – Government Code Section 53601(l)(2) Shares of a beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission. The company shall have met either of the following criteria: (A) attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized rating services and (B) retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years of experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($500,000,000). There is no maturity limit. A maximum of 20 percent of the portfolio may be invested in this category, and a maximum of 10 percent of the portfolio may be invested in any single issuer. If the District has funds invested in a money market fund, a copy of the fund’s information statement shall be maintained on file. In addition, the Treasurer should review the fund’s summary holdings on a quarterly basis. 11) MEDIUM-TERM (OR CORPORATE) NOTES – Government Code Section 53601(k) Medium-term notes are defined as all corporate and depository institution debt securities with a maximum remaining maturity of five years or less. The corporation must be domestic, the notes must be domestic and the notes must be issued in the United States. The corporation must be rated A or its equivalent or better by a nationally recognized rating service. The maximum maturity is limited to five years and the maximum percentage allowable for investment is 30 percent of the investment portfolio in the aggregate. 12) BANKERS’ ACCEPTANCES – Government Code Section 53601 (g) Bankers’ acceptances, otherwise known as bills of exchange or time drafts, are drawn on and accepted by a commercial bank. Purchases are limited to bankers’ acceptances issued by domestic or foreign banks, which are eligible for purchase by the Federal Reserve System. Eligible bankers’ Investment Policy – June 2016 14 acceptances are restricted to issuing financial institutions with a short-term debt rating of at least “A-1” or its equivalent by a nationally recognized rating service. The maximum term may not exceed 180 days and the maximum percentage allowable for investment is 10 percent of the portfolio in the aggregate, and 5% for an individual issuer. 13) COMMERCIAL PAPER – Government Code Section 53601(h) Commercial paper rated the highest ranking or of the highest letter and number ratings as provided for by a nationally recognized rating service. The entity that issues the commercial paper shall meet either of the following two sets of criteria: (1) The corporation shall be organized and operating within the United States, shall have total assets in excess of $500,000,000, and shall have debt, other than commercial paper, if any, that is rated A or higher by a nationally recognized rating service. (2) The corporation shall be organized within the United States as a special purpose corporation, trust, or limited liability company, has program wide credit enhancements including, but not limited to, over collateralization, letters of credit, or surety bond; has commercial paper that is rated “A-1” or higher, or equivalent by a nationally recognized statistical-rating organization. Eligible commercial paper may not exceed 270 days’ maturity and may not represent more than the 25 percent of the investment portfolio in the aggregate, and 5% for an individual issuer. Investment Policy – June 2016 15 APPENDIX “B” GLOSSARY AGENCIES: Federal agency securities and/or Government-sponsored enterprises. ASKED: The price at which securities are offered. BANKERS’ ACCEPTANCE (BA): A draft or bill or exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer. BENCHMARK: A comparative base for measuring the performance or risk tolerance of the investment portfolio. A benchmark should represent a close correlation to the level of risk and the average duration of the portfolio’s investments. BID: The price offered by a buyer of securities. (When you are selling securities, you ask for a bid.) See Offer. BROKER: A broker brings buyers and sellers together for a commission. CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a Certificate. Large-denomination CD’s are typically negotiable. COLLATERAL: Securities, evidence of deposit or other property, which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR): The official annual report of the District. It includes five combined statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance- related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section. COUPON: (a) The annual rate of interest that a bond’s issuer promises to pay the bondholder on the bond’s face value. (b) A certificate attached to a bond evidencing interest due on a payment date. Investment Policy – June 2016 16 DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DEBENTURE: A bond secured only by the general credit of the issuer. DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: delivery versus payment and delivery versus receipt. Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipt is delivery of securities with an exchange of a signed receipt for the securities. DERIVATIVES: (1) Financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying index or security, and may include a leveraging factor, or (2) financial contracts based upon notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities or commodities). DISCOUNT: The difference between the cost price of a security and its maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount. DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued a discount and redeemed at maturity for full face value (e.g., U.S. Treasury Bills.) DIVERSIFICATION: Dividing investment funds among a variety of securities offering independent returns. DURATION: A measure of the sensitivity of the price (the value of principal) of a fixed-income investment to a change in interest rates. Duration is expressed as a number of years. Rising interest rates mean falling bond prices, while declining interest rates mean rising bond prices. FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L’s, small business firms, students, farmers, farm cooperatives, and exporters. FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $250,000 per entity. Investment Policy – June 2016 17 FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations. FEDERAL HOME LOAN BANKS (FHLB): Government sponsored wholesale banks (currently 12 regional banks), which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions and insurance companies. The mission of the FHLBs is to liquefy the housing related assets of its members who must purchase stock in their district Bank. FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder-owned corporation. The corporation’s purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA’s securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks are members of the system. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae): Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA or FHA mortgages. The term “pass-throughs” is often used to describe Ginnie Maes. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes. Investment Policy – June 2016 18 LOCAL GOVERNMENT INVESTMENT POOL (LGIP): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase—reverse repurchase agreements that establishes each party’s rights in the transactions. A master agreement will often specify, among other things, the right of the buyer-lender to liquidate the underlying securities in the event of default by the seller borrower. MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers’ acceptances, etc.) are issued and traded. OFFER: The price asked by a seller of securities. (When you are buying securities, you ask for an offer.) See Asked and Bid. OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve’s most important and most flexible monetary policy tool. PORTFOLIO: Collection of securities held by an investor. PRIMARY DEALER: A group of government securities dealers who submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC)-registered securities broker-dealers, banks, and a few unregulated firms. PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of Investment Policy – June 2016 19 securities selected by the custody state—the so-called legal list. In other states the trustee may invest in a security if it is one which would be bought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital. QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond the current income return. REPURCHASE AGREEMENT (REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security “buyer” in effect lends the “seller” money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank’s vaults for protection. SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. SECURITIES & EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transactions by administering securities legislation. SEC RULE 15(C)3-1: See Uniform Net Capital Rule. Investment Policy – June 2016 20 STRUCTURED NOTES: Notes issued by Government Sponsored Enterprises (FHLB, FNMA, SLMA, etc.) and Corporations, which have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative-based returns) into their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options and shifts in the shape of the yield curve. TREASURY BILLS: A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year. TREASURY BONDS: Long-term coupon-bearing U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities of more than 10 years. TREASURY NOTES: Medium-term coupon-bearing U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities from two to 10 years. UNIFORM NET CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as nonmember broker-dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) INCOME YIELD is obtained by dividing the current dollar income by the current market price for the security. (b) NET YIELD or YIELD TO MATURITY is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. ITEM NO. 8.3 AGENDA REPORT Meeting Date: June 9, 2016 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Steve Conklin, Engineering Manager Reviewed by Legal:Yes Prepared By:Steve Conklin, Engineering Manager Subject:Memorandum of Understanding with County of Orange for Renewal of AlertOC Countywide Mass Notification System SUMMARY: AlertOC is Orange County's public mass-notification system utilized to notify the public of emergency events and actions that should be taken in response to those events. AlertOC is currently used by the County, most Orange County cities, and many of the water and wastewater districts, including YLWD. Due to the new provider and the expiration of the current Memorandum of Understanding (MOU) on July 6, 2016, the County of Orange is requiring that all administrative users of the AlertOC system sign a new MOU with the County. The new MOU is largely the same as the one being replaced with small changes for the service provider and related details. YLWD staff and legal counsel have reviewed the new MOU (copy attached) and recommend approval. STAFF RECOMMENDATION: That the Board of Directors approve and authorize the General Manager to execute the Memorandum of Understanding Between the County of Orange and Participants for the Use of Countywide Mass Notification System. DISCUSSION: AlertOC is Orange County's regional public mass-notification system designed to keep those who live or work in Orange County informed of important information during emergency events. AlertOC may be used to contact residents by one or all of the following methods: home phone, work phone, cell phone, email or text message. Landline phone numbers are purchased from E911 database vendors, but other phone numbers and email addresses must be registered utilizing the AlertOC internet public portal (www.alertoc.com). AlertOC has been used since its inception in 2008 to contact hundreds of thousands of Orange County residents in times of emergency. Public safety agencies have employed AlertOC for a wide range of notifications, including missing children, tornado warnings, severe weather warnings and many evacuations. It is expected that all currently participating agencies will sign the new MOU and continue to participate. WEROC agencies expected to sign the new MOU include 14 special districts and 33 cities. ATTACHMENTS: Name:Description:Type: MOU_Alert_OC_Mass_Notification_2016_(Revised_5-6- 16)_Final.doc MOU AlertOC Backup Material Exhibit_A_-_Subordinate_Agreement.pdf Exh A--Sub Agmt Backup Material Exhibit_B_-_AlertOC_Policy.docx Exh B--AlertOC Policy Backup Material Exhibit_C_-_Neighborhood-Call-Agreement.pdf Exh C--Neighborhd Call Agmt Backup Material Exhibit_D_- _Individual_User_Agreement_JAG_revs_050916.docx Exh D--Indiv User Agmt Backup Material Page 1 of 5 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF ORANGE AND PARTICIPANTS FOR USE OF COUNTYWIDE MASS NOTIFICATION SYSTEM This Memorandum of Understanding, hereinafter referred to as “MOU,” dated July 1, 2016, which date is stated for purposes of reference only, is entered into by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as “COUNTY,” and the undersigned municipalities, public universities and water agencies responsible for protecting a resident population and maintaining a dedicated public safety answering point (PSAP) within the County of Orange, hereinafter referred to individually as “PARTICIPANT” or collectively as “PARTICIPANTS.” This MOU is intended to establish governance and terms of use for a Countywide Public Mass Notification System. RECITALS WHEREAS, COUNTY is sponsoring a Countywide Public Mass Notification System (“System”) for the primary intent of providing timely communication to the public during times of emergency; and WHEREAS, the County is making use of the System available to all cities and agencies within the County of Orange who have the responsibility for protecting a resident population and maintaining a dedicated public safety answering point (PSAP); and WHEREAS, COUNTY entered into Orange County Agreement No. MA-060-16011934 (“Agreement”) with Everbridge, Inc., for the provision of Public Mass Notification System Services, on or about May 24, 2016, attached hereto as Exhibit A, to disseminate critical, time- sensitive emergency information to COUNTY’s citizens and businesses through phone and e- mail devices for emergency notification purposes; and WHEREAS, COUNTY agrees to provide to PARTICIPANTS access to the services provided by Everbridge, Inc. as contained in the Agreement in exchange for abiding by the terms set forth in this MOU; and WHEREAS, PARTICIPANTS agree to uphold the same terms and conditions of the Agreement, to use the System in compliance with all usage agreements, including but not limited to the End User License Agreement, identified and incorporated herein as Exhibit A (Orange County Agreement No. MA-060-16011934, Exhibit B (Countywide Public Mass Notification System Policy and Guideline) and Exhibit C (Nondisclosure Document), and the terms of this MOU to receive the benefits under the Agreement. NOW, THEREFORE, the parties agree as follows: Page 2 of 5 I. Definitions: “Agreement” shall refer to Orange County Agreement No. MA-060-16011934 between COUNTY and Everbridge, Inc. The Agreement is attached to this MOU as Exhibit A. “Countywide” shall mean all geographic locations in Orange County, California. “Contact information” shall mean PARTICIPANT and public contact data stored in the System for the purpose of disseminating communication in accordance with this MOU and its Exhibits. “Confidential Information” shall include but not be limited to personal identifying information about an individual such as address, phone number, Social Security number, or any other identifier protected from disclosure by law, and/or any other information otherwise protected from disclosure by law, for example, the identity of a victim of a sex crime or a juvenile. “Emergency” shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the COUNTY and PARTICIPANTS’ respective jurisdictions. “Emergency information” shall mean information relevant to the safety and welfare of recipients in the event of an Emergency. Such information shall include but not be limited to instructions and directions to alleviate or avoid the impact of an emergency. “Emergency notification situation” shall mean instances when emergency information is to be distributed through the System. “Individual User” shall mean an agent, officer, employee or representative of PARTICIPANT that has been granted access to the System as set forth in this MOU. “Non-emergency information” shall refer to information that is not relevant to the safety and welfare of recipients, but has been deemed to be of significant importance to a PARTICIPANT’s jurisdiction to justify the use of the System to distribute such information. “Non-emergency notification situation” shall mean instances when a PARTICIPANT deems non-emergency information to be of significance to a PARTICIPANT’S jurisdiction and the PARTICIPANT uses the System to distribute such information. “System” shall mean the Public Mass Notification System as provided by Everbridge, Inc. to COUNTY under the Agreement. The System is designed to disseminate information by utilizing common communications, i.e. telephone and e-mail communications to citizens and businesses as permitted under the Agreement. Page 3 of 5 II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, its elected officials, officers, agents, employees, volunteers and those special districts and agencies which COUNTY's Board of Supervisors acts as the governing Board ("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which COUNTY, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees, subtenants, invitees, or licensees. COUNTY will defend, indemnify and save harmless PARTICIPANT, its officers, agents, employees and volunteers from and against any and all claims, demands, losses, damages, expenses or liabilities of any kind or nature which PARTICIPANT, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damages to property as a result of, or arising out of the acts, errors or omissions of COUNTY, its officers, agents, employees, subtenants, invitees, or licensees. III. Term: This MOU shall be in effect from July 1, 2016 and shall expire on June 30, 2021, unless COUNTY funding of the System becomes unavailable at which time PARTICIPANTS will be given six-month advance notice per the termination terms found in Paragraph IX. Termination, below. IV. Scope of Services: PARTICIPANTS shall receive from COUNTY access to the same services being provided by Everbridge, Inc. to the COUNTY under the Agreement. COUNTY’s involvement in this MOU is limited only to extending the availability of the terms and conditions of the Agreement to the PARTICIPANTS. V. Use: Use of the System and its data, including but not limited to contact information, is governed by the terms, conditions and restrictions set forth in the terms provided in Exhibit A, B and C. All PARTICIPANTS agree to the terms and conditions contained in Exhibits A, B, and C. COUNTY retains the right to update Exhibits A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all revised Exhibits will be distributed to PARTICIPANTS within five business days of the revision date and shall be incorporated into this MOU. Such modifications to the Exhibits shall not be deemed an amendment for the purposes of Paragraph X. Amendments, below. PARTICIPANT, including each of its agents, officers, employees, and representatives who are given access to the System, agrees to abide by the individual terms of each agreement and the additional conditions incorporated herein. Breach of use may result in individual user or PARTICIPANT access account termination. PARTICIPANT agrees to require each Individual User to execute an Individual User Agreement (Exhibit D) regarding their obligations to maintain the confidentiality of login and password information; ensure that they will use the System in accordance with all applicable laws and regulations, including those relating to use of personal information; that they may be responsible for any breach of the terms of the Agreement with Page 4 of 5 Everbridge and/or this MOU; and the confidentiality provisions of this MOU. PARTICIPANT further agrees to provide a copy of the signed Individual User Agreement to COUNTY and notify COUNTY if an individual user withdraws their consent to the Individual User Agreement at anytime during the term of this MOU. The scope of services under the Agreement is limited to using the System to distribute business communication to PARTICIPANT inter-departmental resources and/or emergency information to the public in emergency notification situations. All PARTICIPANTS have read and accept the terms and conditions found in COUNTY’s “Countywide Public Mass Notification System Policy and Guideline (June 30, 2008)”, attached hereto as Exhibit B. VI. Notice: Any notice or notices required or permitted to be given pursuant to this MOU shall be submitted in writing and delivered in person, via electronic mail or via United States mail as follows: COUNTY: County of Orange – Sheriff-Coroner Department Emergency Management Division Attn: Donna Boston / Emergency Management 2644 Santiago Canyon Road Silverado, CA 92676 PARTICIPANTS: Each PARTICIPANT shall provide to COUNTY a contact person and notice information upon entering into this MOU. Notice shall be considered tendered at the time it is received by the intended recipient. VII. Confidentiality: Each party agrees to maintain the confidentiality of confidential records and information to which they have access a result of their use of the System and pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU. All information and use of the System shall be in compliance with California Public Utilities Code section 2872. No party shall post confidential information as part of a mass notification unless the law allows such information to be released. VIII. Termination: The COUNTY or any PARTICIPANT may terminate its participation in this MOU at any time for any reason whatsoever. If any PARTICIPANT chooses to terminate its participation in this MOU, the terminating PARTICIPANT shall provide written notification in accordance with Paragraph VII. Notice, above. Such notice shall be delivered to the COUNTY 30 days prior to the determined termination date. A terminating PARTICIPANT shall uphold the obligations contained in Paragraph II. Hold Harmless in its entirety and Paragraph VIII. Confidentiality, above. Upon termination, PARTICIPANT agrees to inform each PARTICIPANT user to stop using the System and to relinquish all System access, user accounts, passwords and non-PARTICIPANT data Page 5 of 5 to COUNTY immediately. PARTICIPANT may choose to delete and/or export non- public PARTICIPANT (aka inter-departmental) owned contact information, as well as, export resident provided contact information prior to termination. Resident provided contact information acquired through PARTICIPANT sources shall remain in the System and available to the County for regional or multi-jurisdictional notification use as needed. Should COUNTY discontinue its funding for the System, which shall be grounds for COUNTY’s termination of its participation, COUNTY shall give PARTICIPANTS six- month advance courtesy notice prior to terminating the Agreement. All other reasons for terminating by COUNTY shall be valid upon providing notice to the PARTICIPANTS. Upon termination by COUNTY, this MOU shall no longer be in effect. Termination by a PARTICIPANT shall not be deemed an amendment to this MOU as defined in Paragraph X. Amendments, below. IX. Amendments: This MOU may be amended only by mutual written consent of the parties involved unless otherwise provided for in this MOU. The modifications shall have no force and effect unless such modifications are in writing and signed by an authorized representative of each party. Termination by a PARTICIPANT or adding a new PARTICIPANT to this MOU shall not be deemed an amendment. IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of Understanding to be executed by their duly authorized representatives as of the dates opposite the signatures. COUNTY OF ORANGE By: Date: Sandra Hutchens, Sheriff-Coroner County of Orange PARTICIPANT: Yorba Linda Water District By: Date: June 9, 2016 Authorized Signature Marc Marcantonio, General Manager Print Name and Title Subordinate Contract MA-060-16011934 With Everbridge,Inc. For Public Mass Notification System Services This subordinate agreement to provide a Software as a Service("SaaS") solution for a public mass notification system ("PMNS"), hereinafter referred to as "Subordinate Agreement", is made and entered into by and between the County of Orange, a political subdivision of the State of California("County"), and Everbridge, Inc., with a place of business at 500 N. Brand Blvd. Suite 1000, Glendale CA 91203 ("Contractor"). County and Contractor may sometimes be individually referred to herein as "Party" or collectively as"Parties." RECITALS WHEREAS, the State of California has issued California Multiple Award Schedule ("CMAS") Contract No.3-12-70-2909A("CMAS Contract")for provision of PMNS services by Contractor,which per its most recent renewal is set to expire on October 31,2019;and WHEREAS,the County requires PMNS services;and WHEREAS, Contractor has represented that its proposed services shall meet or exceed the County's requirements for PMNS services. NOW,THEREFORE,the Parties mutually agree as follows: ATTACHMENTS In addition to the Recitals set forth below,the terms governing the relationship between the Parties to this Subordinate Agreement are further described in the following attachments,which are incorporated herein as though set forth in full: Attachment"A"—California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A, effective December 12,2014—October 31,2019. Attachment"B"—Cost/Compensation(hereinafter"Price Sheet") Attachment"C"—Everbridge Inclusion Sheet(hereinafter"Inclusion Sheet") Attachment"D"—Everbridge GSA Approved End User License Agreement(hereinafter "EULA") DEFINITIONS For the purposes of interpreting this Subordinate Agreement, the following terms defined in the Attachments hereto shall have the following meanings: A. "State of California"and"State"as used in Attachment"A"shall mean County, its employees and authorized representatives. B. "Users" as used in Attachment "D," in addition to the definition therein, shall also include within its meaning the employees and contractors of other public entities who are authorized by the County to access any Service as described in the EULA pursuant to a Memorandum of Understanding between the County and those public entities. All other conflicting terms or language shall be resolved as described in Section 11 hereinbelow. COUNTY TERMS& CONDITIONS 1. Subordinate Agreement: The agreement between the Parties shall consist of this Subordinate Agreement and Attachments"A,"`B,"IV,"and"D"(collectively,"Agreement Documents"). The Parties hereby agree that the terms, conditions and assumptions set forth in Attachment"A" shall govern the performance of the Subordinate Agreement and delineate the respective rights and obligations of the Parties except where there is a conflict in language or obligations between Attachment"A"and the other Agreement Documents. In the event of such a conflict, the Parties agree that it shall be resolved as described in Section 11 hereinbelow. 2. Scope of Subordinate Agreement: Contractor shall provide the County with a SaaS solution for PMNS services as fiuther described in the Agreement Documents. Payment for PMNS services shall be made annually in the amounts described in the Price Sheet attached hereto. 3. Term of Subordinate Agreement: This Subordinate Agreement shall be effective as of the date it is executed by both Parties ("Effective Date"), and its term shall be three (3) consecutive years from the Effective Date. This Subordinate Agreement is based and dependent on the existence of the CMAS Contract which is currently set to expire on October 31, 2019. In the event that the CMAS Contract is renewed and extended by the State of California, County, at its sole election and subject to the written consent of Contractor,may exercise its right to extend this Subordinate Agreement for a total of two(2)one-year periods under the same terms and conditions and pricing structure. The County does not have to give any reason should it elect not to renew the Subordinate Agreement. Any renewal may require approval of the County of Orange Board of Supervisors. 4. Governing Law and Venue: This Subordinate Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Subordinate Agreement,the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. 5. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Subordinate Agreement meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees, consultants and subcontractors performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq.,as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees, consultants and subcontractors for the period prescribed by law. The Contractor shall indemnify, defend with counsel approved in writing by the County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or the County,or both, in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Subordinate Agreement. 6. Civil Bights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1973,as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and Federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification,age,religion,marital status, sex or disability. 7. Debarment: Contractor hereby certifies that neither Contractor nor its principals are presently debarred,proposed for debarment,declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency. 8. Lobbying: On best information and belief, the Contractor certifies no federal appropriated funds have been paid or will be paid by, or on behalf of, the Contractor to any person for influencing or attempting to influence an officer or employee of Congress; or an employee of a member of Congress in connection with the awarding of any Federal contract, continuation, renewal, amendment,or modification of any Federal contract,grant, loan,or cooperative agreement. 9. Fiscal Appropriations: This Subordinate Agreement is subject to and contingent upon applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Subordinate Agreement. If such appropriations are not forthcoming, the Subordinate Agreement shall be terminated without penalty. The Contractor acknowledges that funding or portions of funding for this Subordinate Agreement may also be contingent upon the receipt of funds from,and/or appropriation of funds by,the State of California to the County. If such funding and/or appropriations are not forthcoming, or are otherwise limited, the County may immediately terminate or modify this Subordinate Agreement without penalty. Notwithstanding the foregoing,County shall not be entitled to a refund and shall pay amounts due and owing as of the termination. 10. Records: Contractor hereby acknowledges that documents or communications made or provided by Contractor to the County pursuant to this Subordinate Agreement may be required to be produced to third parties pursuant to the California Public Records Act,Government Code sections 6250, et seq. Contractor agrees to indemnify and hold County harmless from liability and/or attorneys' fees arising from the non-disclosure or lawful disclosure of records that the Contractor has identified as confidential. 11. Precedence: The Subordinate Agreement documents consist of Agreement Documents. In the event of a conflict between the language of any of the Agreement Documents, the precedence to the respective documents' language shall be given in the following order: a. This Subordinate Agreement; b. Attachment"B"; c. Attachment"A"; d. Attachment"C"; e. Attachment"D." Subordinate Agreement Signature Page The Parties hereto have executed this Subordinate Agreement on the dates shown opposite their respective signatures below *Co Everbridge,/Inc. By: Title: Vice President and Controller Print Name: Phillip Huff Date: 5/4116 *Contractor::r��EEv�veer�rbridge,Inc.du By: /�L�l� Title: Assistant Secretary Print Name: Daniel Hekier Date: 5/4/16 *If a corporation,the document must be signed by two corporate officers. The first signature must be either the Chairman of the Board,President,or any Vice President. The second signature must be the secretary, an assistant secretary, the Chief Financial Officer,or any assistant treasurers. In the alternative, a single corporate signature is acceptable when accompanied by a corporate document demonstrating the legal authority of the signature to bind the company. County Of Orange A political subdivision of the State of California Sheriff-Coroner Department By: Title: Print Name: Date: Approved by the Board of Supervisors: Approved as to Form Office of the County Counsel by: Deputy ATTACHMENT A California Multiple Award Schedule(CMAS)Contract Number 3-12-70-2909A (Intentionally left blank) Attachment A - Subordinate Agreement MA-060-16011934 Page 7 of 60 0_ Procurement Division `al � I �, �� 707 Third Street,2"d Floor,MS#2-202 DGSI�3,7, r- gi s-z-- r�i r�° i a � , 4 i C S' West Sacramento,CA 95605-2811 State of California MULTIPLE AWARD SCHEDULE EVERBRIDGE, INC . CONTRACT NUMBER: 3-12-70-2909A SUPPLEMENT NO.: 1 CMAS CONTRACT TERM: 12/12/2014 throuqh 10/31/2019 CONTRACT CATEGORY: Information Technology Goods & Services APPLICABLE September 8, 2014 TERMS & CONDITIONS: MAXIMUM ORDER LIMIT: $500,000 FOR USE BY: State & Local Government Agencies BASE GSA SCHEDULE NO.: GS-3517-0692P BASE SCHEDULE HOLDER: I Everbridge, Inc. This contract provides for the purchase and warranty of software. NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions. Information regarding Statewide Contracts can be obtained at the website: htti)://www.documents.dgs.ca.gov/t)d/contracts/contractindexlisting.htm. This requirement is not applicable to local government entities. The purpose of this supplement is to renew this contract through 10131/2019. In addition, this supplement replaces in its entirety Everbridge, Inc.'s existing California Multiple Award Schedule (CMAS)that expired on 1013112014. The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated September 8, 2014, products and/or services and pricing are included herein. Please review these provisions carefully because they may have changed since issuance of your last contract. IMPORTANT NOTICE TO STATE AGENCIES REGARDING CLOUD COMPUTING SOLUTIONS Cloud computing solutions for Software as a Service (SaaS) are permitted under this CMAS Contract. Cloud Infrastructure as a Service (IaaS)and Cloud Platform as a Service(PaaS)are not permitted under the CMAS Program. One or more of the brands offered under this CMAS contract may be associated with IaaS or PaaS. It is incumbent upon both the CMAS supplier as well as the ordering agency to ensure that IaaS and PaaS products are not purchased under this contract. The most current Ordering Instructions and Special Provisions and CMAS Terms and Conditions, products and/or services and pricing are included herein. All purchase orders issued under this contract incorporate the following Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated September 8, 2014. "'o (,JV k". I Vv— Effective Date: 12/12/2014 STEPHANNE LIM, Program Analyst, California Multiple Award Schedules Unit Attachment A - Subordinate Agreement MA-060-16011934 Page 8 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 Agency non-compliance with the requirements of CONTRACT PRICES this contract may result in the loss of delegated authority to use the CMAS program. The maximum prices allowed for the products and/or services available in this CMAS contract are those set Contractor non-compliance with the requirements of forth in the base contract identified on page 2 of this this contract may result in contract termination. contract. CMAS PRODUCT&SERVICE CODES The ordering agency is encouraged to seek prices lower than those on this CMAS contract. When responding to an agency's Request for Offer(RFO),the contractor can The CMAS Product & Service Codes listed below are offer lower prices to be competitive. for marketing purposes only. Review this CMAS contract and the base contract identified below for the AMERICAN RECOVERY AND REINVESTMENT ACT products and/or services available on this contract. AI RRA) Emergency-First Response Comm Ordering departments executing purchases using ARRA Auto Call Distribution funding must attach the ARRA Supplemental Terms and Software-Communications Conditions document to their individual RFOs and Voice-IVR Systems purchase documents. Departments are reminded that Software as a Service(SaaS) these terms and conditions supplement, but do not AVAILABLE PRODUCTS AND/OR SERVICES replace, standard State terms and conditions associated with this CMAS contract. The ARRA Supplemental Terms and Conditions can be accessed at The ordering agency must verify all products and/or www.documents.dgs.ca.gov/pd/poliproc/ARRATand%20 services are currently available on the base GSA C081009final.pdf. schedule at the GSA eLibrary. Access the GSA eLibrary at www gsaelibrary.gsa.gov, WARRANTY EXCLUDED PRODUCTS AND/OR SERVICES For warranties, see the federal GSA schedule and the CMAS Terms and Conditions, General Provisions, Infrastructure as a Service (laaS) and Platform as a CMAS Warranty. Service (PaaS) cloud products and related services are not available under this contract. DELIVERY CMAS BASE CONTRACT 30 days after receipt of order, or as negotiated between This CMAS contract is based on some or all of the agency and contractor and included in the purchase products and/or services and prices from GSA order,or as otherwise stipulated in the contract. Schedule No. GS-35F-0692P(Everbridge, Inc.)with a SHIPPING INSTRUCTIONS GSA term of 7/19/2014 through 7/18/2019 including modification 0016. The term of this CMAS contract F.O.B. (Free On Board) Destination. Seller pays the incorporates an extension of three months beyond freight charges. the expiration of the base GSA contract, and is shown in the "CMAS Term Dates"on page 1. PURCHASING AUTHORITY DOLLAR THRESHOLD ISSUE PURCHASE ORDER TO No CMAS order may be executed by a State agency that exceeds that agency's CMAS purchasing authority Agency purchase orders must be mailed to the following threshold or the CMAS maximum order limit, whichever address, or faxed to(818)484-2299: is less. Everbridge, Inc. 500 N. Brand Blvd,Suite 1000 Glendale, CA 91203 Attn: Jack Karadzhyan Agencies with questions regarding products and/or services may contact the contractor as follows: Phone: (818) 230-9790 E-mail: jack.karadzhyan @everbridge.com Ordering Instructions and Special Provisions 2 Attachment A - Subordinate Agreement MA-060-16011934 Page 9 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 HOW TO USE CMAS CONTRACTS MINIMUM ORDER LIMITATION Agencies must adhere to the detailed requirements in The minimum dollar value of an order to be issued the State Contracting Manual (SCM) when using CMAS under this contract is$5,000.00. contracts. The requirements for the following bullets are in the SCM, Volume 2, Chapter 6 (for non-IT) and the ORDERING PROCEDURES SCM,Volume 3, Chapter 6(for IT): 1. Order Form • Develop a Request for Offer, which includes a Scope of Work (SOW), and Bidder Declaration State agencies shall use a Contract/Delegation form. For information on the Bidder Declaration Purchase Order (Std. 65) for purchases and requirements, see the SCM, Volume 2, Section services. 3.5.7 and Volume 3, Section 3.4.7. • Search for potential CMAS contractors at Local governments shall, in lieu of the State's www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.aspx, Purchase Order (Std. 65), use their own purchase select"Find a CMAS Contract". order document. • Solicit offers from a minimum of 3 CMAS contractors including one small business and/or Electronic copies of the State Standard Forms can DVBE, if available, who are authorized to sell the be found at the Office of State Publishing website. products and/or services needed The site provides information on the various forms • If soliciting offers from a certified DVBE, include the and use with the Adobe Acrobat Reader. Beyond Disabled Veteran Business Enterprise Declarations the Reader capabilities, Adobe Acrobat advanced form (Std. 843) in the Request for Offer. This features may be utilized if you have Adobe declaration must be completed and returned by the Business Tools or Adobe Acrobat 4.0 installed on DVBE prime contractor and/or any DVBE your computer. Direct link to the Standard Form subcontractors. (See the SCM Volumes 2 and 3, 65: Chapter 3) http://www.dgs.ca.gov/dqs/ProgramsServices/Form • This is not a bid transaction, so the small business s/FMC/Search.aspx preference, DVBE participation goals, protest language, intents to award, evaluation criteria, 2. Purchase Orders advertising, etc., are not applicable. • If less than 3 offers are received, State agencies State and Local Government agencies are required must document their file with the reasons why the to send a copy of each CMAS purchase order to: other suppliers solicited did not respond with an offer. Department of General Services • Assess the offers received using best value Procurement Division, Data Management Unit methodology,with cost as one of the criteria. W Box 989052,est Sacramento,, CA 957 957 98-9052 • Issue a Purchase Order to the selected contractor. West CMAS transactions under$5,000 only one offer (or via Interagency Mail Service#Z-1) • is required if the State agency can establish and The agency is required to complete and distribute document that the price is fair and reasonable. the order form. For services, the agency shall Local governments set their own order limits, and are modify the information contained on the order to not bound by the order limits on the cover page of this include the service period (start and end date), and contract. the monthly cost (or other intermittent cost), and any other information pertinent to the services SPLITTING ORDERS being provided. The cost for each line item should be included in the order, not just system totals. Splitting orders to avoid any monetary limitations is The contractor must immediately reject orders that prohibited. are not accurate. Discrepancies are to be Do not circumvent normal procurement methods by negotiated and incorporated into the order prior to splitting purchases into a series of delegated purchase the products and services being delivered. orders(PCC § 10329). 3. Service and Delivery after Contract Expiration Splitting a project into small projects to avoid either The purchase order must be issued before the fiscal or procedural controls is prohibited (SAM CMAS contract end term expires. However, 4819.34). delivery of the products or completion of the services may be after the contract end term expires (unless otherwise specifically stated in the contract), but must be as provided for in the contract and as specified in the purchase order. Ordering Instructions and Special Provisions 3 Attachment A - Subordinate Agreement MA-060-16011934 Page 10 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 4. Multiple Contracts on STD.65 Order Form In response to our commitment to increase participation by small businesses, the Department of General Agencies may include multiple CMAS contracts Services waives the administrative fee (a fee from the same contractor on a single Std. 65 currently charged to customer agencies to support Contract/Delegation Purchase Order. For the CMAS program) for orders to certified small guidelines, see the SCM, Volumes 2 & 3, Chapter business enterprises. 6.B4.1. See the current fees in the DGS Price Book at: hftp://www.dqs.ca.gov/ofs/Pricebook.asi)x 5. Amendments to Agency's Purchase Orders SMALL BUSINESS/DVBE-TRACKING Agency purchase orders cannot be amended if the CMAS contract has expired. State agencies are able to claim subcontracting dollars towards their small business or DVBE goals whenever The SCM, Volumes 2 &3, Chapter 6.A5.0 provides the Contractor subcontracts a commercially useful the following direction regarding amendments to all function to a certified small business or DVBE. The types of CMAS purchase orders: Contractor will provide the ordering agency with the name of the small business or DVBE used and the Original orders, which include options for dollar amount the ordering agency can apply towards its changes (e.g., quantity or time), that were small business or DVBE goal. evaluated and considered in the selection for award during the RFO process, may be SMALL BUSINESS/DVBE-SUBCONTRACTING amended consistent with the terms of the original order, provided that the original order allowed for 1 The amount an ordering agency can claim towards amendments. If the original order did not achieving its small business or DVBE goals is the evaluate options, then amendments are not dollar amount of the subcontract award made by allowed unless an NCB is approved for those the Contractor to each small business or DVBE. amendments. 2. The Contractor will provide an ordering agency with Amendments unique to non-IT services are covered the following information at the time the order is in the SCM, Volume 2, Chapter 6.B2.9 as follows: quoted: If the original contract permitted amendments, a. The Contractor will state that, as the prime but did not specify the changes (e.g., quantity or Contractor, it shall be responsible for the time), it may be amended. This only applies to overall execution of the fulfillment of the order. the first amendment. The time shall not exceed one year, or add not more than 30% of the b. The Contractor will indicate to the ordering original order value and may not exceed agency how the order meets the small $250,000. If the original contract did not have business or DVBE goal,as follows: language permitting amendments, the NCB process must be followed. List the name of each company that is certified by the Office of Small Business Also, see the SCM, Volumes 2 & 3, Chapter 8, and DVBE Certification that it intends to Topic 6, for more information on amending subcontract a commercially useful function purchase orders. to; and • Include the small business or DVBE CONTRACTOR OWNERSHIP INFORMATION certification number of each company listed, and attach a copy of each Everbridge, Inc. is a large business enterprise. certification; and • Indicate the dollar amount of each SMALL BUSINESS MUST BE CONSIDERED subcontract with a small business or DVBE that may be claimed by the ordering agency Prior to placing orders under the CMAS program, State towards the small business or DVBE goal; agencies shall whenever practicable first consider offers and from small businesses that have established CMAS Indicate what commercially useful function contracts [GC Section 14846(b)]. NOTE: The the small business or DVBE subcontractor Department of General Services auditors will request will be providing towards fulfillment of the substantiation of compliance with this requirement when order. agency files are reviewed. 3. The ordering agency's purchase order must be The following website lists CMAS Small Business and addressed to the prime Contractor, and the Disabled Veteran Partners: purchase order must reference the information www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.aspx provided by the prime Contractor as outlined above. then select"Find a CMAS Contractor". Ordering Instructions and Special Provisions 4 Attachment A - Subordinate Agreement MA-060-16011934 Page 11 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 ELECTRONIC WASTE RECYCLING Cost Prior Operation More than $100,000 8 months The Electronic Waste Recycling Act of 2003 requires $10,000 up to$100,000 4 months retailers to collect a recycling fee from consumers on Less than $10,000 1 month covered electronic devices starting January 1, 2005. California Public Resources Code, Section 42463(f) Category 2 -All Information Technology Equipment defines a "covered electronic device" as a video display and Non-Critical Software: Information technology device containing a screen greater than four inches equipment is defined in SAM Section 4819.2. measured diagonally. See the code identified above for more information and exceptions to this definition. Cost Prior Operation More than$100,000 6 months The Integrated Waste Management Board is $10,000 up to$100,000 4 months implementing this new legislation, and the Board of Less than $10,000 1 month Equalization is responsible for collecting these recycling fees from retailers. See the following two websites for OPEN MARKET/INCIDENTAL. NON-SCHEDULE more information on this topic: ITEMS www.ciwmb.ca.gov/Electronics/Act2003/ The only time that open market/incidental, non-schedule items may be included in a CMAS order is when they www.boe.ca.gov/sptaxprog/ewaste.htm fall under the parameters of the Not Specifically Priced (NSP) Items provision. If the NSP provision is not The electronic waste recycling fee must be shown as a included in the schedule, or the products and/or line item on the agency purchase order before the services required do not qualify under the parameters of Contractor can include it on their invoice. the NSP provision,the products and/or services must be procured separate from CMAS. PRODUCTIVE USE REQUIREMENTS STATE AND LOCAL GOVERNMENTS CAN USE The customer in-use requirement applies to all CMAS procurements of information technology equipment and software, per the SCM, Volume 3, Chapter 2, Section State and local government agency use of CMAS 2.136.2. contracts is optional. A local government is any city, county, city and county, district, or other local Each equipment or software component must be in governmental body or corporation, including UC, CSU, current operation for a paying customer and the paying K-12 schools and community colleges empowered to customer must be external to the contractor's expend public funds. While the State makes this organization (not owned by the contractor and not contract available, each local government agency owning the contractor). should make its own determination whether the CMAS program is consistent with their procurement policies To substantiate compliance with the Productive Use and regulations. Requirements, the contractor must provide upon request the name and address of a customer installation UPDATES AND/OR CHANGES and the name and telephone number of a contact person. A CMAS amendment is not required for updates and/or changes once the update and/or change becomes The elapsed time such equipment or software must effective for the federal GSA schedule, except as have been in operation is based upon the importance of follows: the equipment or software for system operation and its cost. The following designates product categories and A CMAS amendment is required when the contract the required period of time for equipment or software is based on products and/or services from another operation prior to approval of the replacement item on contractor's multiple award contract and the CMAS. contractor wants to add a new manufacturer's products and/or services. Category 1 - Critical Software: Critical software is A CMAS amendment is required for new federal software that is required to control the overall operation contract terms and conditions that constitute a of a computer system or peripheral equipment. material difference from existing contract terms and Included in this category are operating systems, data conditions. A material change has a potentially base management systems, language interpreters, significant effect on the delivery, quantity or quality assemblers and compilers, communications software, of items provided,the amount paid to the contractor and other essential system software. or on the cost to the State. • A CMAS amendment is required for changes to contracts that require California Prison Industry Authority(CALPIA)approval. Ordering Instructions and Special Provisions 5 Attachment A - Subordinate Agreement MA-060-16011934 Page 12 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 A CMAS amendment is required to update and/or Agencies are required to file with the Department of change terms and conditions and/or products and Fair Employment and Housing (DFEH) a Contract services based on a non-federal GSA multiple award Award Report Std. 16 for each order over $5,000 contract. within 10 days of award, including supplements that exceed$5,000. SELF-DELETING FEDERAL GSA TERMS AND Pursuant to Public Contract Code Section 10359 CONDITIONS State agencies are to report all Consulting Services Contract activity for the preceding fiscal year to Instructions, or terms and conditions that appear in the DGS and the six legislative committees and Special Items or other provisions of the federal GSA and individuals that are listed on the annual apply to the purchase, license, or rental (as applicable) memorandum from DGS. of products or services by the U.S. Government in the Pursuant to Unemployment Insurance Code United States, and/or to any overseas location shall be Section 1088.8, State and local government self-deleting. (Example: "Examinations of Records" agencies must report to the Employment provision). Development Department (EDD) all payments for services that equal $600 or more to independent Federal regulations and standards, such as Federal sole proprietor contractors. See the Contractor's Acquisition Regulation (FAR), Federal Information Std. 204, Payee Data Record, to determine sole Resources Management Regulation (FIRMR), Federal proprietorship. For inquiries regarding this subject, Information Processing Standards (FIPS), General contact EDD at (916) 651-6945 for technical Services Administration Regulation (GSAR), or Federal questions or (888) 745-3886 for information and Installment Payment Agreement (FIPA) shall be self- forms. deleting. Federal blanket orders and small order Annual small business and disabled veteran procedures are not applicable. reports. ORDER OF PRECEDENCE Post evaluation reports. Public Contract Code 10369 requires State agencies to prepare post evaluations on form Std. 4 for all completed non-IT The CMAS Terms and Conditions shall prevail if there is consulting services contracts of more than $5,000. a conflict between the terms and conditions of the Copies of negative evaluations for non-IT contractor's federal GSA, (or other multiple award consulting services only must be sent to the DGS, contract), packaging, invoices, catalogs, brochures, Office of Legal Services. The Bureau of State technical data sheets or other documents (see CMAS Audits requires State agencies annually to certify Terms and Conditions, CONFLICT OF TERMS). compliance with these requirements. APPLICABLE CODES, POLICIES AND GUIDELINES ETHNICITY/RACE/GENDER REPORTING REQUIREMENT All California codes, policies, and guidelines are applicable. THE USE OF CMAS DOES NOT REDUCE Effective January 1, 2007, in accordance with Public OR RELIEVE STATE AGENCIES OF THEIR Contract Code 10111, State agencies are to capture RESPONSIBILITY TO MEET STATEWIDE information on ethnicity, race, and gender of business REQUIREMENTS REGARDING CONTRACTING OR owners (not subcontractors) for all awarded contracts, THE PROCUREMENT OF GOODS OR SERVICES. including CAL-Card transactions. Each department is Most procurement and contract codes, policies, and required to independently report this information to the guidelines are incorporated into CMAS contracts. Governor and the Legislature on an annual basis. Nonetheless, there is no guarantee that every possible requirement that pertains to all the different and unique Agencies are responsible for developing their own State processes has been included. guidelines and forms for collecting and reporting this STATEWIDE PROCUREMENT REQUIREMENTS information, Agencies must carefully review and adhere to all Contractor participation is voluntary. statewide procurement requirements in the SCM, PAYMENTS AND INVOICES Volumes 2 and 3, such as: 1. Payment Terms • Automated Accounting System requirements of State Administrative Manual (SAM) Section 7260- Payment terms for this contract are net 45 days 62 • Productive Use Requirements, per the SCM, Volume 3, Chapter 2, Section 2.66.2. • SAM Sections 4819.41 and 4832 certifications for information technology procurements and compliance with policies. • Services may not be paid for in advance. Ordering Instructions and Special Provisions 6 Attachment A - Subordinate Agreement MA-060-16011934 Page 13 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 Payment will be made in accordance with the 4. Contractor Invoices provisions of the California Prompt Payment Act, Government Code Section 927 et. seq. Unless Unless otherwise stipulated, the contractor must expressly exempted by statute, the Act requires send their invoices to the agency address set forth State agencies to pay properly submitted, in the purchase order. Invoices shall be submitted undisputed invoices not more than 45 days after (i) in triplicate and shall include the following: the date of acceptance of goods or performance of services; or (ii) receipt of an undisputed invoice, a Contract number whichever is later. 0 Agency purchase order number • Agency Bill Code 2. Payee Data Record(Std.204) 0 Line item number Each State accounting office must have a copy of Unit price the Contractor's Payee Data Record (Std. 204) in Extended line item price order to process payment of invoices. Contractors Invoice total are required to provide a copy of their Std. 204 State sales tax and/or use tax shall be itemized upon request from an agency customer. Agencies separately and added to each invoice as applicable. should forward a copy of the Std. 204 to their accounting office. Without the Std. 204, payment The company name on the CMAS contract, may be unnecessarily delayed. purchase order and invoice must match or the State 3. DGS Administrative and Incentive Fees Controller's Office will not approve payment. Orders from State Agencies: 5. Advance Payments The Department of General Services (DGS) will bill Advance payment is allowed for services only each State agency directly an administrative fee for under limited, narrowly defined circumstances, e.g., use of CMAS contracts. The administrative fee between specific departments and certain types of should NOT be included in the order total, nor non-profit organizations, or when paying another remitted before an invoice is received from DGS. government agency (GC 11256 — 11263 and This administrative fee is waived for CMAS 11019). purchase orders issued to California certified small It is NOT acceptable to pay in advance, except businesses. software maintenance and license fees, which are See the current administrative fees in the DGS considered a subscription, may be paid in advance Price Book at: if a provision addressing payment in advance is http://www.dgs.ca.gov/ofs/Pricebook.aspx. included in the purchase order. Orders from Local Government Agencies: Warranty upgrades and extensions may also be paid for in advance, one time. Effective for CMAS orders dated 1/1/2010 or later, 6. Credit Card CMAS contractors, who are not California certified small businesses, are required to remit to the DGS Everbridge, Inc. does not accept the State of an incentive fee equal to 1% of the total of all local California credit card (CAL-Card). government agency orders (excluding sales tax and freight) placed against their CMAS contract(s). This 7. Lease/Purchase Analysis incentive fee is in lieu of local government agencies being billed the above referenced DGS State agencies must complete a Lease/Purchase administrative fee. Analysis (LPA) to determine best value when This incentive fee is waived for CMAS purchase contemplating a lease/rental, and retain a copy for orders issued to California certified small future audit purposes (SAM 3700). Approval by the businesses. Department of General Services is not required. The check covering this fee shall be made payable 8. Leasing to the Department of General Services, CMAS Unit, Except for Federal Lease to Own Purchase (LTOP) and mailed to the CMAS Unit along with the and hardware rental provisions with no residual applicable Quarterly Report. See the provision in value owed at end term ($1 residual value is this contract entitled "Contractor Quarterly Report acceptable), Federal GSA Lease provisions are Process" for information on when and where to NOT available through CMAS because the rates send these checks and reports. and contract terms and conditions are not acceptable or applicable to the State. Ordering Instructions and Special Provisions 7 Attachment A - Subordinate Agreement MA-060-16011934 Page 14 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 SEAT Management financing options are NOT Reports that include checks for incentive fees or that available through this contract. exceed a total of 5 pages must be mailed and shall not be faxed or e-mailed. All other reports may be faxed or As an alternative, agencies may consider financing e-mailed to the attention of Quarterly Report Processing through the State's financial marketplace GS as follows: $MartTM. All terms and conditions and lenders are pre-approved for easy financing. The GS $Mart rm CMAS Unit Fax Number: (916) 375-4663 Internet address is CMAS Unit E-Mail: cmas @dgs.ca.gov www.dqs.ca..qov/pd/programs/statefinanciaImarketplace.a SOX Buyers may contact the GS $MartTM For the full instructions on completing and submitting Administrator, Patrick Mullen by phone at (916) CMAS Quarterly Business Activity Reports, and a soft 375-4617 or via e-mail at copy of a blank quarterly report form, go to patrick.mullenedgs.ca.gov for further information. www.dgs.ca.gov/pd/Programs/Leveraged/CMAS.asox, and then select"For Suppliers/Contractors". 9. Maintenance Tax Important things to remember regarding CMAS The Board of Equalization has ruled that in Quarterly Business Activity Reports (referred to as accordance with Section 1655 of the Sales and Use "reports" below): Tax Regulations of the Business Taxes Law Guide, A report is required for each CMAS contract each that whenever optional maintenance contracts quarter, even when no new purchase orders are include consumable supplies, such supplies are received in the quarter. subject to sales tax. A separate report is required for each CMAS contract. Generally,the State has two options: Each purchase order must be reported only once in the quarter identified by the purchase order date, 1. For contracts that provide for maintenance regardless of when the services were performed, services (i.e., the furnishing of labor and parts the products were delivered, the invoice was sent, necessary to maintain equipment), the or the payment was received. charges for the provision of maintenance Purchase orders from State and local government services are not taxable. agencies must be separated on the report, as shown in the instructions. 2 For contracts that provide for maintenance Contractors must report the sales activity for all services and consumable supply items (e.g., resellers listed on their CMAS contract. toner, developer, and staples), the provision Any report that does not follow the required format of the consumable supplies is considered a or excludes required information will be deemed taxable sale of tangible personal property. incomplete and returned to the contractor for Therefore, State agencies awarding optional corrections. maintenance contracts are responsible for • Taxes and freight must not be included in the paying the applicable sales tax on the consumable supplies utilized during the report. performance period of the maintenance For CMAS orders dated 1/1/2010 or later, contract. contractors are no longer required to attach copies of purchase orders to their reports. This changed The contractor will be required to itemize the requirement will begin on Q1-2010 reports, which taxed consumables for State accounting are due 4/15/2010. purposes. For CMAS orders dated 1/1/2010 or later, contractors who are not California certified small CONTRACTOR QUARTERLY REPORT PROCESS businesses must attach to their quarterly report a check covering the required incentive fee for all Contractors are required to submit a detailed CMAS CMAS sales to local government agencies (see Business Activity Report on a quarterly basis to the more information below). This new requirement will CMAS Unit. See Attachment B for a copy of this form start on Q1-2010 reports,which are due 4/15/2010. and instructions. New contracts, contract renewals or extensions, and contract modifications will be approved only if This report shall be mailed to: the contractor has submitted all required quarterly reports and incentive fees. Department of General Services Procurement Division—CMAS Unit Attention: Quarterly Report Processing PO Box 989052, MS#2-202 West Sacramento, CA 95798-9052 Ordering Instructions and Special Provisions 8 Attachment A - Subordinate Agreement MA-060-16011934 Page 15 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 CMAS Quarterly Business Activity Reports are due in It is important for the agency to confirm that the required the CMAS Unit within two weeks after the end of each products, services, and prices are included in the quarter as shown below: contract and are at or below contract rates. To streamline substantiation that the needed items are in Quarter 1 Jan 1 to Mar 31 Due Apr 15 the contract, the agencies should ask the contractor to Quarter 2 Apr 1 to Jun 30 Due Jul 15 identify the specific pages from the contract that include Quarter 3 Jul 1 to Sep 30 Due Oct 15 the required products, services, and prices. Agencies Quarter 4 Oct 1 to Dec 31 Due Jan 15 should save these pages for their file documentation. CONTRACTOR QUARTERLY INCENTIVE FEES CONTRACTORS ACTING AS FISCAL AGENTS ARE PROHIBITED CMAS contractors who are not California certified small businesses must remit to the DGS an incentive fee When a subcontractor ultimately provides all of the equal to 1% of the total of all local government agency products or performs all of the services that a contractor orders (excluding sales tax and freight) placed against has agreed to provide, and the prime contractor only their CMAS contract(s). This incentive fee is in lieu of handles the invoicing of expenditures, then the prime local government agencies being billed the above contractor's role becomes that of a fiscal agent because referenced DGS administrative fee. it is merely administrative in nature, and does not provide a Commercially Useful Function (CUF). It is CMAS contractors cannot charge local government unacceptable to use fiscal agents in this manner agencies an additional 1% charge on a separate line because the agency is paying unnecessary item to cover the incentive fee. The contractor must administrative costs. include the 1% incentive fee in the price of the products or services offered, and the line item prices must not AGENCY RESPONSIBILITY exceed the applicable GSA prices. Agencies must contact contractors to obtain copies of A local government agency is any city, county, district, the contracts and compare them for a best value or other local governmental body, including the purchasing decision. California State University (CSU) and University of California (UC) systems, K-12 public schools and Each agency is responsible for its own contracting community colleges empowered to expend public funds. program and purchasing decisions, including use of the CMAS program and associated outcomes. This incentive fee is waived for CMAS purchase orders issued to California certified small businesses. This responsibility includes, but is not necessarily limited to, ensuring the necessity of the services, securing The check covering this fee shall be made payable to appropriate funding, complying with laws and policies, the Department of General Services, CMAS Unit, and preparing the purchase order in a manner that mailed to the CMAS Unit along with the applicable safeguards the State's interests, obtaining required Quarterly Report. See the provision in this contract approvals, and documenting compliance with entitled "Contractor Quarterly Report Process" for Government Code 19130.b(3)for outsourcing services. information on when and where to send these checks and reports. It is the responsibility of each agency to consult as applicable with their legal staff and contracting offices CONTRACTOR PROVIDES COPY OF THE for advice depending upon the scope or complexity of CONTRACT AND SUPPLEMENTS the purchase order. CMAS contractors are required to provide the entire If you do not have legal services available to you within contract that consists of the following: your agency, the DGS Office of Legal Services is available to provide services on a contractual basis. • Cover pages with DGS logo and CMAS analyst's signature, and Ordering Instructions and Special CONFLICT OF INTEREST Provisions. • California CMAS Terms and Conditions. Agencies must evaluate the proposed purchase order to • Federal GSA or non-federal GSA Terms and determine if there are any potential conflict of interest Conditions (unless otherwise stipulated in the issues. See the attached CMAS Terms and Conditions, CMAS contract). Conflict of Interest,for more information. • Federal GSA or non-federal GSA products, services, and price list (unless otherwise stipulated FEDERAL DEBARMENT in the CMAS contract). • Supplements, if applicable. When federal funds are being expended, the agency is required to obtain (retain in file) a signed "Federal Debarment" certification from the contractor before the purchase order is issued. Ordering Instructions and Special Provisions 9 Attachment A - Subordinate Agreement MA-060-16011934 Page 16 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE(CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 This certification is required by the regulations AMERICANS WITH DISABILITY ACT(ADA) implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Section 504 of the Rehabilitation Act of 1973 as Participants; responsibilities. The regulations were amended; Title VI and VII of the Civil Rights Act of 1964 published as Part VII of the May 26, 1988 Federal as amended; Americans with Disabilities Act, 42 USC Register(pages 19160-19211). 12101; California Code of Regulations, Title 2, Title 22; California Government Code, Sections 11135, et seq.; LIQUIDATED DAMAGES FOR LATE DELIVERY and other federal and State laws, and Executive Orders prohibit discrimination. All programs, activities, The value of the liquidated damages cannot be a employment opportunities, and services must be made penalty, must be mutually agreed upon by agency and available to all persons, including persons with contractor and included in the purchase order to be disabilities. See Attachment A for Procurement applicable. Division's ADA Compliance Policy of Nondiscrimination on the Basis of Disability. ACCEPTANCE TESTING CRITERIA Individual government agencies are responsible for self- If the agency wants to include acceptance testing for all compliance with ADA regulations. newly installed technology systems, and individual equipment, and machines which are added or field Contractor sponsored events must provide reasonable modified (modification of a machine from one model to accommodations for persons with disabilities. another) after a successful performance period, the test criteria must be included in the purchase order to be DGS PROCUREMENT DIVISION CONTACT AND applicable. PHONE NUMBER Department of General Services Procurement Division, CMAS Unit 707 Third Street,2"d Floor, MS 202 West Sacramento, CA 95605-2811 Phone# (916)375-4363 Fax# (916)375-4663 Ordering Instructions and Special Provisions 10 Attachment A - Subordinate Agreement MA-060-16011934 Page 17 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909A, SUPPLEMENT NO. 1 ATTACHMENT A ADA NOTICE Procurement Division (State Department of General Services) AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY To meet and carry out compliance with the nondiscrimination requirements of the Americans With Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities. For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement. IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE, WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT DOCUMENTS. The Procurement Division TTY telephone numbers are: Sacramento Office: (916) 376-1891 Fullerton Office: (714) 773-2093 The California Relay Service Telephone Numbers are: Voice 1-800-735-2922 or 1-888-877-5379 TTY: 1-800-735-2929 or 1-888-877-5378 Speech-to-Speech: 1-800-854-7784 Ordering Instructions and Special Provisions 11 ATTACHMENT B CD CMAS QUARTERLY BUSINESS ACTIVITY REPORT 0 00 Contractor Name: Reporting Calendar Year: Revision ❑ co n Contract Number: Reporting Quarter: Q1 (Jan-Mar) ❑ For Questions Regarding This Report Contact: Q2 (Apr-Jun) ❑ Name: Q3 (Jul-Sep) ❑ Phone Number: Q4 (Oct-Dec) ❑ E-mail: Check Here if No New Orders for This Quarter ❑ STATE AGENCY PURCHASES Purchase Order Purchase Order Agency Billing Total Dollars Per State Agency Name Number Date Code Purchase Order Agency Contact Agency Address Phone Number 0 0 0 0 0 Q Total State Agency Dollars Reported for Quarter: $ c a� E m a� L Q LOCAL GOVERNMENT AGENCY PURCHASES Purchase Order Purchase Order Total Dollars Per c Local Government Agency Name Agency Contact Agency Address Phone Number Number Date Purchase Order L 0 U) Q Total Local Government Agency Dollars for Quarter: $ 1% Remitted to DGS (does not apply to CA certified S/Bs): $ Total of State and Local Government Agency Dollars Reported for this Quarter: $ c� a Updated 1/1/2010 12 Attachment A - Subordinate Agreement MA-060-16011934 Page 19 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS) EVERBRIDGE, INC. CMAS NO. 3-12-70-2909, SUPPLEMENT NO. 1 Instructions for completing the WAS Quarterly Business Activity Report 1. Complete the top of the form with the appropriate information for your company. 2. Agency Name- Identify the State agency or Local Government agency that issued the order. 3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order. 4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order. 5. Agency Billing Code - Identify the State agency billing code. This is a five-digit number identified on the upper right hand corner of the Std. 65 purchase order form. You must identify this number on all purchases made by State of California agencies. Billing codes are not applicable to Local Government agencies. 6. Total Dollars Per PO - Identify the total dollars of the order excluding tax and freight. Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment. 7. Agency Contact- Identify the ordering agency's contact person on the purchase order. 8. Agency Address- Identify the ordering agency's address on the purchase order. 9. Phone Number- Identify the phone number for the ordering agency's contact person. 10. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter. 11. 1% Remitted to DGS - Identify 1% of the total Local Government agency dollars reported for the quarter. This is the amount to be remitted to DGS by contractors who are not California certified small businesses. 12. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter. Notes: • A report is required for each CMAS contract, each quarter, even when there are no new orders for the quarter. • Quarterly reports are due two weeks after the end of the quarter. Ordering Instructions and Special Provisions 13 Attachment A - Subordinate Agreement MA-060-16011934 Page 20 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 1. DEFINITIONS: Unless otherwise specified in the Statement j) "Contractor"means the Business Entity with whom the of Work the following terms shall be given the meaning State enters into this Contract. Contractor shall be shown,unless context requires otherwise. synonymous with "supplier", "vendor' or other similar a) "Acceptance Tests" means those tests performed term. during the Performance Period which are intended to k) "Data Processing Subsystem" means a complement determine compliance of Equipment and Software with of Contractor-furnished individual Machines, including the specifications and all other Attachments incorporated the necessary controlling elements (or the functional herein by reference and to determine the reliability of the equivalent), Operating Software and Software, if any, Equipment. which are acquired to operate as an integrated group, b) "Application Program" means a computer program and which are interconnected entirely by Contractor- which is intended to be executed for the purpose of supplied power and/or signal cables; e.g., direct access performing useful work for the user of the information controller and drives, a cluster of terminals with their being processed. Application programs are developed controller,etc. or otherwise acquired by the user of the 1) "Data Processing System (System)" means the total Hardware/Software system,but they may be supplied by complement of Contractor-furnished Machines,including the Contractor. one or more central processors (or instruction c) "Attachment" means a mechanical, electrical, or processors), Operating Software which are acquired to electronic interconnection to the Contractor-supplied operate as an integrated group. Machine or System of Equipment, manufactured by m) "Deliverables" means Goods, Software, Information other than the original Equipment manufacturer, that is Technology, telecommunications technology, Hardware, not connected by the Contractor. and other items(e.g.reports)to be delivered pursuant to d) "Business entity" means any individual, business, this Contract,including any such items furnished incident partnership, joint venture, corporation, S-corporation, to the provision of services. limited liability company, sole proprietorship,joint stock n) "Designated CPU(s)" means for each product, if company, consortium, or other private legal entity applicable, the central processing unit of the computers recognized by statute. or the server unit, including any associated peripheral e) "Buyer" means the State's authorized contracting units. If no specific "Designated CPU(s)" are specified official. on the Contract,,the term shall mean any and all CPUs f) "Commercial Hardware" means Hardware developed located at the site specified therein. or regularly used that: (i) has been sold, leased, or o) "Documentation" means manuals and other printed licensed to the general public; (ii) has been offered for materials necessary or useful to the State in its use or sale, lease,or license to the general public; (iii) has not maintenance of the Equipment or Software provided been offered, sold, leased, or licensed to the public but hereunder. Manuals and other printed materials will be available for commercial sale,lease,or license in customized for the State hereunder constitute Work time to satisfy the delivery requirements of this Contract; Product if such materials are required by the Statement or(iv)satisfies criterion expressed in(1),(it),or(iii)above of Work. and would require only minor modifications to meet the p) "Equipment"is an all-inclusive term which refers either requirements of this Contract. to individual Machines or to a complete Data Processing g) "Commercial Software" means Software developed or System or subsystem, including its Hardware and regularly used that:(1)has been sold,leased,or licensed Operating Software(if any). to the general public; (ii) has been offered for sate, q) "Equipment Failure"is a malfunction in the Equipment, lease, or license to the general public; (iii) has not been excluding all external factors, which prevents the offered,sold,leased,or licensed to the public but will be accomplishment of the Equipment's intended function(s). available for commercial sale,lease,or license in time to If microcode or Operating Software residing in the satisfy the delivery requirements of this Contract; or(iv) Equipment is necessary for the proper operation of the satisfies a criterion expressed in(i),(ii),or(iii)above and Equipment, a failure of such microcode or Operating would require only minor modifications to meet the Software which prevents the accomplishment of the requirements of this Contract. Equipment's intended functions shall be deemed to be h) "Contract"means this Contract or agreement(including an Equipment Failure. any purchase order), by whatever name known or in r) "Facility Readiness Date" means the date specified in whatever format used. the Statement of Work by which the State must have the i) "Custom Software"means Software that does not site prepared and available for Equipment delivery and meet the definition of Commercial Software. installation. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 1 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 21 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY s) "Goods" means all types of tangible personal property, Equipment is in actual operation by the State. For including but not limited to materials, supplies, and maintenance Operational Use Time purposes, that time Equipment(including computer and telecommunications during which Equipment is in actual operation and is not Equipment). synonymous with power on time. I) "Hardware"usually refers to computer Equipment and is ee) "Period of Maintenance Coverage" means the period contrasted with Software. See also Equipment. of time, as selected by the State, during which u) "Installation Date" means the date specified in the maintenance services are provided by the Contractor for Statement of Work by which the Contractor must have a fixed monthly charge, as opposed to an hourly charge the ordered Equipment ready (certified) for use by the for services rendered. The Period of Maintenance State. Coverage consists of the Principal Period of v) "Information Technology" includes, but is not limited Maintenance and any additional hours of coverage per to, all electronic technology systems and services, day, and/or increased coverage for weekends and automated information handling, System design and holidays. analysis, conversion of data, computer programming, ff) "Preventive Maintenance" means that maintenance, information storage and retrieval, telecommunications performed on a scheduled basis by the Contractor, which include voice, video, and data communications, which is designed to keep the Equipment in proper requisite System controls, simulation, electronic operating condition. commerce, and all related interactions between people gg) "Principal Period of Maintenance" means any nine and Machines. consecutive hours per day(usually between the hours of w) "Machine" means an individual unit of a Data 7:00 a.m. and 6:00 p.m.) as selected by the State, Processing System or subsystem, separately identified including an official meal period not to exceed one hour, by a type and/or model number, comprised of but not Monday through Friday, excluding holidays observed at limited to mechanical,electro-mechanical, and electronic the installation. parts, microcode, and special features installed thereon hh) "Programming Aids" means Contractor-supplied and including any necessary Software, e.g., central programs and routines executable on the Contractor's processing unit,memory module,tape unit, card reader, Equipment which assists a programmer in the etc. development of applications including language x) "Machine Alteration" means any change to a processors, sorts, communications modules, data base Contractor-supplied Machine which is not made by the management systems, and utility routines, (tape-to-disk Contractor, and which results in the Machine deviating routines,disk-to-print routines,etc.). from its physical, mechanical, electrical, or electronic ii) "Program Product' means programs, routines, (including microcode) design, whether or not additional subroutines, and related items which are proprietary to devices or parts are employed in making such change. the Contractor and which are licensed to the State for its y) "Maintenance Diagnostic Routines" means the use, usually on the basis of separately stated charges diagnostic programs customarily used by the Contractor and appropriate contractual provisions. to test Equipment for proper functioning and reliability. jj) "Remedial Maintenance" means that maintenance z) "Manufacturing Materials" means parts, tools, dies, performed by the Contractor which results from jigs,fixtures, plans, drawings, and information produced Equipment (including Operating Software) failure, and or acquired, or rights acquired, specifically to fulfill which is performed as required, i.e., on an unscheduled obligations set forth herein. basis. aa) "Mean Time Between Failure (MTBF)" means the kk) "Software" means an all-inclusive term which refers to average expected or observed time between any computer programs, routines, or subroutines consecutive failures in a System or component. supplied by the Contractor, including Operating bb) "Mean Time to Repair (MTTR)" means the average Software, Programming Aids,Application Programs,and expected or observed time required to repair a System Program Products. or component and return it to normal operation. II) "Software Failure" means a malfunction in the cc) "Operating Software" means those routines, whether Contractor-supplied Software, other than Operating or not identified as Program Products,that reside in the Software, which prevents the accomplishment of work, Equipment and are required for the Equipment to even though the Equipment (including its Operating perform its intended function(s), and which interface the Software)may still be capable of operating properly. For operator, other Contractor-supplied programs, and user Operating Software failure, see definition of Equipment programs to the Equipment. Failure. dd) "Operational Use Time" means for performance mm)"State" means the government of the State of measurement purposes, that time during which California,its employees and authorized representatives, REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 2 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 22 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY including without limitation any department, agency, or c) The Contractor will have sole control of the defense of other unit of the government of the State of California. any action on such claim and all negotiations for its nn) "System" means the complete collection of Hardware, settlement or compromise; provided that (i) when Software and services as described in this Contract, substantial principles of government or public law are integrated and functioning together, and performing in involved,when litigation might create precedent affecting accordance with this Contract. future State operations or liability, or when involvement oo) "U.S. Intellectual Property Rights" means intellectual of the State is otherwise mandated by law, the State property rights enforceable in the United States of may participate in such action at its own expense with America, including without limitation rights in trade respect to attorneys'fees and costs (but not liability); (ii) secrets,copyrights,and U.S.patents. where a settlement would impose liability on the State, affect principles of California government or public law, 2. CONTRACT FORMATION: If this Contract results from a or impact the authority of the State, the Department of Letter of Offer, then Contractors offer is deemed a firm offer General Services will have the right to approve or and this Contract document is the State's acceptance of that disapprove any settlement or compromise, which offer approval will not unreasonably be withheld or delayed; and (iii) the State will reasonably cooperate in the 3. COMPLETE INTEGRATION: This Contract, including any defense and in any related settlement negotiations. documents incorporated herein by express reference, is d) If this Contract is in excess of$554,000, it is subject to intended to be a complete integration and there are no prior the requirements of the World Trade Organization or contemporaneous different or additional agreements (WTO)Government Procurement Agreement(GPA). pertaining to the subject matter of the Contract. e) To the extent that this Contract falls within the scope of Government Code Section 11135, Contractor hereby 4. SEVERABILITY: The Contractor and the State agree that if agrees to respond to and resolve any complaint brought any provision of this Contract is found to be illegal or to its attention, regarding accessibility of its products or unenforceable, such term or provision shall be deemed services. stricken and the remainder of the Contract shall remain in full force and effect. Either party having knowledge of such term 8. CONTRACTOR'S POWER AND AUTHORITY: The or provision shall promptly inform the other of the presumed Contractor warrants that it has full power and authority to non-applicability of such provision. grant the rights herein granted and will hold the State harmless from and against any loss, cost, liability, and 5. INDEPENDENT CONTRACTOR: Contractor and the agents expense (including reasonable attorney fees) arising out of and employees of Contractor, in the performance of this any breach of this warranty. Further, Contractor avers that it Contract, shall act in an independent capacity and not as will not enter into any arrangement with any third party which officers or employees or agents of the State. might abridge any rights of the State under this Contract. a) The State will notify Contractor of any such claim in 6. APPLICABLE LAW: This Contract shall be governed by and writing and tender the defense thereof within a shall be interpreted in accordance with the laws of the State reasonable time;and of California; venue of any action brought with regard to this b) The Contractor will have sole control of the defense of Contract shall be in Sacramento County, Sacramento, any action on such claim and all negotiations for its California. The United Nations Convention on Contracts for settlement or compromise; provided that (i) when the International Sale of Goods shall not apply to this substantial principles of government or public law are Contract. involved,when litigation might create precedent affecting 7. COMPLIANCE WITH STATUTES AND REGULATIONS: future State operations or liability, or when involvement a) The State and the Contractor warrants and certifies that of the State is otherwise mandated by law, the State in the performance of this Contract,it will comply with all may participate in such action at its own expense with applicable statutes, rules, regulations and orders of the respect to attorneys'fees and costs (but not liability); (ii) United States and the State of California. The where a settlement would impose liability on the State, Contractor agrees to indemnify the State against any affect principles of California government or public law, loss, cost, damage or liability by reason of the or impact the authority of the State, the Department of Contractor's violation of this provision. General Services will have the right to approve or b) The State will notify Contractor of any such claim in disapprove any settlement or compromise, which writing and tender the defense thereof within a approval will not unreasonably be withheld or delayed; reasonable time;and and (iii) the State will reasonably cooperate in the defense and in any related settlement negotiations REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 3 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 23 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 9. CMAS--ASSIGNMENT: 12. PACKING AND SHIPMENT: a) This Contract shall not be assignable by the Contractor a) All Goods are to be packed in suitable containers for in whole or in part without the written consent of the protection in shipment and storage, and in accordance State. The State's consent shall not be unreasonably with applicable specifications. Each container of a withheld or delayed. For the purpose of this paragraph, multiple container shipment shall be identified to: State will not unreasonably prohibit Contractor from i) show the number of the container and the total freely assigning its right to payment, provided that number of containers in the shipment;and Contractor remains responsible for its obligations ii) the number of the container in which the packing hereunder. sheet has been enclosed. b) Should the State desire financing of the assets provided b) All shipments by Contractor or its subcontractors must hereunder through GS$Mart, the State's financial include packing sheets identifying: the State's Contract marketplace,the Contractor agrees to assign to a State- number;item number;quantity and unit of measure;part designated lender its right to receive payment from the number and description of the Goods shipped; and State for the assets in exchange for payment by the appropriate evidence of inspection, if required. Goods lender of the cash purchase price for the assets. Upon for different Contracts shall be listed on separate notice to do so from the State-designated lender at any packing sheets. time prior to payment by the State for the assets, the c) Shipments must be made as specified in this Contract, Contractor will execute and deliver to the State- as it may be amended, or otherwise directed in writing designated lender an assignment agreement and any by the State's Transportation Management Unit within additional documents necessary for the State selected the Department of General Services, Procurement financing plan The State-designated lender will pay the Division. Contractor according to the terms of the Contractor's invoice upon acceptance of the assets by the State. 13. TRANSPORTATION COSTS AND OTHER FEES OR EXPENSES: No charge for delivery, drayage, express, 10. WAIVER OF RIGHTS: Any action or inaction by the State or parcel post, packing, cartage, insurance, license fees, the failure of the State on any occasion, to enforce any right permits, cost of bonds, or for any other purpose will be paid or provision of the Contract, shall not be construed to be a by the State unless expressly included and itemized in the waiver by the State of its rights hereunder and shall not Contract. prevent the State from enforcing such provision or right on a) The Contractor must strictly follow Contract any future occasion. The rights and remedies of the State requirements regarding Free on Board (F.O.B.), freight herein are cumulative and are in addition to any other rights terms and routing instructions. The State may permit or remedies that the State may have at law or in equity. use of an alternate carrier at no additional cost to the State with advance written authorization of the Buyer. 11. CMAS -- ORDER OF PRECEDENCE: In the event of any b) If"prepay and add" is selected, supporting freight bills inconsistency between the articles, attachments, are required when over $50, unless an exact freight specifications or provisions which constitute this Contract,the charge is approved by the Transportation Management following order of precedence shall apply: Unit within the Department of General Services a) These General Provisions—Information Technology (In Procurement Division and a waiver is granted. the instances provided herein where the paragraph c) On "F.O.B. Shipping Point" transactions, should any begins: "Unless otherwise specified in the Statement of shipments under the Contract be received by the State Work" provisions specified in the Statement of Work in a damaged condition and any related freight loss and replacing these paragraphs shall take precedence over damage claims filed against the carrier or carriers be the paragraph referenced in these General Provisions); wholly or partially declined by the carrier or carriers with b) Contract form, i.e., Purchase Order STD 65, Standard the inference that damage was the result of the act of Agreement STD 213,etc.,and any amendments thereto; the shipper such as inadequate packaging or loading or c) Other Special Provisions; some inherent defect in the Equipment and/or material, d) Federal GSA (or other multiple award) terms and Contractor,on request of the State, shall at Contractor's conditions; own expense assist the State in establishing carrier e) Statement of work, including any specifications liability by supplying evidence that the Equipment and/or incorporated by reference herein;and material was properly constructed, manufactured, f) All other attachments incorporated in the Contract by packaged, and secured to withstand normal reference. transportation conditions. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 4 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 24 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY 14. DELIVERY: The Contractor shall strictly adhere to the Deliverables do not substantially conform to their delivery and completion schedules specified in this Contract. specifications. If the State does not provide such notice Time, if stated as a number of days, shall mean calendar of rejection within fifteen (15) days of delivery for days unless otherwise specified. The quantities specified purchases of Commercial Hardware or Commercial herein are the only quantities required. If the Contractor Software or thirty (30) days of delivery for all other delivers in excess of the quantities specified herein,the State purchases, such Deliverables and services will be shall not he required to make any payment for the excess deemed to have been accepted. Acceptance by the Deliverables, and may return them to Contractor at State will be final and irreversible,except as it relates to Contractor's expense or utilize any other rights available to latent defects, fraud, and gross mistakes amounting to the State at law or in equity. fraud. Acceptance shall not be construed to waive any warranty rights that the State might have at law or by 15. SUBSTITUTIONS: Substitution of Deliverables may not be express reservation in this Contract with respect to any tendered without advance written consent of the Buyer. nonconformity. Contractor shall not use any specification in lieu of those contained in the Contract without written consent of the 17. SAMPLES: Buyer. a) Samples of items may be required by the State for inspection and specification testing and must be 16. INSPECTION,ACCEPTANCE AND REJECTION: Unless furnished free of expense to the State. The samples otherwise specified in the Statement of Work: furnished must be identical in all respects to the products a) When acquiring Commercial Hardware or Commercial offered and/or specified in the Contract. Software, the State shall rely on Contractor's existing b) Samples, if not destroyed by tests, may, upon request quality assurance system as a substitute for State made at the time the sample is furnished,be returned at inspection and testing. For all other acquisitions, Contractor's expense. Contractor and its subcontractors will provide and maintain a quality assurance system acceptable to the 18. CMAS--WARRANTY: The following warranty language is in State covering Deliverables and services under this addition to the warranty language provided in the federal GSA Contract and will tender to the State only those Multiple Award Schedule or other base Contract used to Deliverables that have been inspected and found to establish this CMAS Contract. When there is a conflict conform to this Contract's requirements. The Contractor between the language, the following warranty language will keep records evidencing inspections and their result, overrides. and will make these records available to the State during a) Unless otherwise specified in the Statement of Work,the Contract performance and for three years after final warranties in this subsection a) begin upon delivery of payment. The Contractor shall permit the State to the goods or services in question and end one(1) year review procedures, practices, processes, and related thereafter. The Contractor warrants that(i)Deliverables documents to determine the acceptability of Contractor's and services furnished hereunder will substantially quality assurance System or other similar business conform to the requirements of this Contract (including practices related to performance of the Contract. without limitation all descriptions, specifications, and b) All Deliverables may be subject to inspection and test by drawings identified in the Statement of Work),and(ii)the the State or its authorized representatives. Deliverables will be—free from material defects in c) The Contractor and its subcontractors shall provide all materials and workmanship. Where the parties have reasonable facilities for the safety and convenience of agreed to design specifications (such as a Detailed inspectors at no additional cost to the State. The Design Document) and incorporated the same or Contractor shall furnish to inspectors all information and equivalent in the Statement of Work directly or by data as may be reasonably required to perform their reference, the Contractor will warrant that its inspection. Deliverables provide all material functionality required d) Subject to subsection 16(a)above,all Deliverables may thereby In addition to the other warranties set forth be subject to final inspection,test and acceptance by the herein, where the Contract calls for delivery of State at destination, notwithstanding any payment or Commercial Software,the Contractor warrants that such inspection at source. Software will perform in accordance with its license and e) The State shall give written notice of rejection of accompanying Documentation. The State's approval of Deliverables delivered or services performed hereunder designs or specifications furnished by Contractor shall within a reasonable time after receipt of such not relieve the Contractor of its obligations under this Deliverables or performance of such services. Such warranty. notice of rejection will state the respects in which the b) The Contractor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 5 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 25 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY harmful code (i.e. computer viruses, worms, trap doors, f) EXCEPT FOR THE EXPRESS WARRANTIES time bombs, disabling code, or any similar malicious SPECIFIED IN THIS SECTION, CONTRACTOR mechanism designed to interfere with the intended MAKES NO WARRANTIES EITHER EXPRESS OR operation of, or cause damage to, computers, data, or IMPLIED, INCLUDING WITHOUT LIMITATION ANY Software); and (ii) will not infringe or violate any U.S. IMPLIED WARRANTIES OF MERCHANTABILITY OR Intellectual Property Right. Without limiting the FITNESS FOR A PARTICULAR PURPOSE. generality of the foregoing, if the State believes that harmful code may be present in any Commercial 19. SAFETY AND ACCIDENT PREVENTION: In performing Software delivered hereunder, the Contractor will, upon work under this Contract on State premises, the Contractor the State's request, provide a new or clean install of the shall conform to any specific safety requirements contained in Software. the Contract or as required by law or regulation. The c) Unless otherwise specified in the Statement of Work: Contractor shall take any additional precautions as the State (i) The Contractor does not warrant that any Software may reasonably require for safety and accident prevention provided hereunder is error-free or that it will run purposes. Any violation of such rules and requirements, without immaterial interruption. unless promptly corrected,shall be grounds for termination of (ii) The Contractor does not warrant and will have no this Contract in accordance with the default provisions hereof. responsibility for a claim to the extent that it arises directly from(A) a modification made by the State, 20. INSURANCE: The Contractor shall maintain all commercial unless such modification is approved or directed by general liability insurance, workers' compensation insurance the Contractor, (B) use of Software in combination and any other insurance required under the Contract. The with or on products other than as specified by Contractor shall furnish insurance certificate(s) evidencing Contractor,or(C)misuse by the State. required insurance coverage acceptable to the State, (iii) Where the Contractor resells Commercial including endorsements showing the State as an "additional Hardware or Commercial Software it purchased insured" if required under Contract. Any required from a third party, Contractor, to the extent it is endorsements requested by the State must be separately legally able to do so,will pass through an such third provided; merely referring to such coverage on the party warranties to the State and will reasonably certificates(s) is insufficient for this purpose. When cooperate in enforcing them. Such warranty pass- performing work on state owned or controlled property, through will not relieve the Contractor from Contractor shall provide a waiver of subrogation in favor of Contractor's warranty obligations set forth above. the State for its workers'compensation policy. d) All warranties, including special warranties specified 21. TERMINATION FOR NON-APPROPRIATION OF FUNDS: elsewhere herein, shall inure to the State, its a) If the term of this Contract extends into fiscal years successors, assigns, customer agencies, and subsequent to that in which it is approved, such governmental users of the Deliverables or services. continuation of the Contract is contingent on the e) Except as may be specifically provided in the Statement appropriation of funds for such purpose by the of Work or elsewhere in this Contract,for any breach of Legislature. If funds to effect such continued payment the warranties provided in this Section,the State's are not appropriated,the Contractor agrees to take back exclusive remedy and Contractor's sole obligation will be any affected Deliverables furnished under this Contract, limited to: terminate any services supplied to the State under this i) re-performance, repair, or replacement of the Contract, and relieve the State of any further obligation nonconforming Deliverable (including without therefor. limitation an infringing Deliverable)or service;or b)' The State agrees that if it appears likely that subsection ii) should the State in its sole discretion consent, a)above will be invoked, the State and Contractor shall refund of all amounts paid by the State for the agree to take all reasonable steps to prioritize work and nonconforming Deliverable or service and payment Deliverables and minimize the incurrence of costs prior to the State of any additional amounts necessary to to the expiration of funding for this Contract. equal the State's Cost to Cover. "Cost to Cover" c) THE STATE AGREES THAT IF PARAGRAPH a) means the cost, properly mitigated, of procuring ABOVE IS INVOKED, COMMERCIAL HARDWARE Deliverables or services of equivalent capability, AND SOFTWARE THAT HAS NOT BEEN PAID FOR function,and performance. The payment obligation SHALL BE RETURNED TO THE CONTRACTOR IN in subsection e)(ii) above will not exceed the limits SUBSTANTIALLY THE SAME CONDITION IN WHICH on Contractor's liability set forth in the Section DELIVERED TO THE STATE, SUBJECT TO NORMAL entitled"Limitation of Liability." WEAR AND TEAR. THE STATE FURTHER AGREES TO PAY FOR PACKING, CRATING, REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 6 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 26 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY TRANSPORTATION TO CONTRACTOR'S NEAREST A) The reasonable costs incurred in the FACILITY AND FOR REIMBURSEMENT TO THE performance of the work terminated, CONTRACTOR FOR EXPENSES INCURRED FOR including initial costs and preparatory THEIR ASSISTANCE IN SUCH PACKING AND expenses allocable thereto, but excluding CRATING. any cost attributable to Deliverables or services paid or to be paid; 22. TERMINATION FOR THE CONVENIENCE OF THE STATE: B) The reasonable cost of settling and paying a) The State may terminate performance of work under this termination settlement proposals under Contract for its convenience in whole or, from time to terminated subcontracts that are properly time, in part, if the Department of General Services, chargeable to the terminated portion of the Deputy Director Procurement Division, or designee, Contract;and determines that a termination is in the State's interest. C) Reasonable storage, transportation, The Department of General Services, Deputy Director, demobilization, unamortized overhead and Procurement Division, or designee, shall terminate by capital costs, and other costs reasonably delivering to the Contractor a Notice of Termination incurred by the Contractor in winding down specifying the extent of termination and the effective and terminating its work. date thereof. f) The Contractor will use generally accepted accounting b) After receipt of a Notice of Termination, and except as principles, or accounting principles otherwise agreed to directed by the State, the Contractor shall immediately in writing by the parties,and sound business practices in proceed with the following obligations, as applicable, determining all costs claimed, agreed to, or determined regardless of any delay in determining or adjusting any under this clause. amounts due under this clause. The Contractor shall: (i) Stop work as specified in the Notice of Termination. 23. TERMINATION FOR DEFAULT: (ii) Place no further subcontracts for materials, a) The State may, subject to the clause titled "Force services, or facilities, except as necessary to Majeure" and to sub-section d) below, by written notice complete the continuing portion of the Contract. of default to the Contractor, terminate this Contract in (iii) Terminate all subcontracts to the extent they relate whole or in part if the Contractor fails to: to the work terminated. i) Deliver the Deliverables or perform the services (iv) Settle all outstanding liabilities and termination within the time specified in the Contract or any settlement proposals arising from the termination of amendment thereto; subcontracts; ii) Make progress, so that the lack of progress c) After termination, the Contractor shall submit a final endangers performance of this Contract;or termination settlement proposal to the State in the form iii) Perform any of the other provisions of this Contract. and with the information prescribed by the State. The b) The State's right to terminate this Contract under sub- Contractor shall submit the proposal promptly, but no section a) above, may be exercised only if the failure later than 90 days after the effective date of termination, constitutes a material breach of this Contract and if the unless a different time is provided in the Statement of Contractor does not cure such failure within the time Work or in the Notice of Termination. frame stated in the State's cure notice,which in no event d) The Contractor and the State may agree upon the whole will be less than fifteen(15)days, unless the Statement or any part of the amount to be paid as requested under of Work calls for a different period. subsection(c)above. c) If the State terminates this Contract in whole or in part e) Unless otherwise set forth in the Statement of Work, if pursuant to this Section,it may acquire,under terns and the Contractor and the State fail to agree on the amount in the manner the Buyer considers appropriate, to be paid because of the termination for convenience, Deliverables or services similar to those terminated,and the State will pay the Contractor the following amounts; the Contractor will be liable to the State for any excess provided that in no event will total payments exceed the costs for those Deliverables and services, including amount payable to the Contractor if the Contract had without limitation costs third party vendors charge for been fully performed: Manufacturing Materials (but subject to the clause (i) The Contract price for Deliverables or services entitled"Limitation of Liability"). However,the Contractor accepted or retained by the State and not shall continue the work not terminated. previously paid for, adjusted for any savings on d) If the Contract is terminated for default,the State may freight and other charges;and require the Contractor to transfer title,or in the case of (ii) The total of: licensed Software,license,and deliver to the State,as directed by the Buyer,any: REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 7 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 27 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY (I) completed Deliverables, 25. RIGHTS AND REMEDIES OF STATE FOR DEFAULT: (ii) partially completed Deliverables,and, a) In the event any Deliverables furnished or services (iii) subject to provisions of sub-section e) below, provided by the Contractor in the performance of the Manufacturing Materials related to the terminated Contract should fail to conform to the requirements portion of this Contract. Nothing in this sub-section herein,or to the sample submitted by the Contractor,the d) will be construed to grant the State rights to State may reject the same, and It shall become the duty Deliverables that it would not have received had of the Contractor to reclaim and remove the item this Contract been fully performed. Upon direction promptly or to correct the performance of services, of the Buyer, the Contractor shall also protect and without expense to the State, and immediately replace preserve property in its possession in which the all such rejected items with others conforming to the State has an interest. Contract. e) The State shall pay Contract price for completed b) In addition to any other rights and remedies the State Deliverables delivered and accepted and items the State may have. the State may require the Contractor, at requires the Contractor to transfer under section (d) Contractor's expense,to ship Deliverables via air freight above. Unless the Statement of Work calls for different or expedited routing to avoid or minimize actual or procedures or requires no-charge delivery of materials, potential delay if the delay is the fault of the Contractor. the Contractor and Buyer shall attempt to agree on the amount of payment for Manufacturing Materials and c) In the event of the termination of the Contract, either in other materials delivered and accepted by the State for whole or in part, by reason of default or breach by the the protection and preservation of the property;provided Contractor,any loss or damage sustained by the State in that where the Contractor has billed the State for any procuring any items which the Contractor agreed to such materials, no additional charge will apply. Failure supply shall be borne and paid for by the Contractor(but to agree will constitute a dispute under the Disputes subject to the clause entitled"Limitation of Liability"). clause. The State may withhold from these amounts any d) The State reserves the right to offset the reasonable cost sum it determines to be necessary to protect the State of all damages caused to the State against any against loss because of outstanding liens or claims of outstanding invoices or amounts owed to Contractor or former lien holders. to make a claim against the Contractor therefore. 0 If, after termination, it is determined by a final decision that the Contractor was not in default, the rights and 26. LIMITATION OF LIABILITY: obligations of the parties shall be the same as if the a) Except as may be otherwise approved by the termination had been issued for the convenience of the Department of General Services Deputy Director, State. Procurement Division or their designee, Contractor's g) Both parties,State and Contractor,upon any termination liability for damages to the State for any cause for default, have a duty to mitigate the damages suffered whatsoever, and regardless of the form of action, by it. whether in Contract or in tort, shall be limited to the h) The rights and remedies of the State in this clause are in Purchase Price. For purposes of this sub-section a), addition to any other rights and remedies provided by "Purchase Price"will mean the aggregate Contract price; law or under this Contract,and are subject to the clause except that, with respect to a Contract under which titled"Limitation of Liability." multiple purchase orders will be issued (e.g., a Master Agreement or Multiple Award Schedule Contract), 24. FORCE MAJEURE: Except for defaults of subcontractors at "Purchase Price" will mean the total price of the any tier, the Contractor shall not be liable for any excess purchase order for the Deliverable(s) or service(s) that costs if the failure to perform the Contract arises from causes gave rise to the loss, such that Contractor will have a beyond the control and without the fault or negligence of the separate limitation of liability for each purchase order. Contractor. Examples of such causes include, but are not b) The foregoing limitation of liability shall not apply (i) to limited to: any liability under the General Provisions entitled a) Acts of God or of the public enemy,and "Compliance with Statutes and Regulations"; (ii) to b) Acts of the federal or State government in either its liability under the General Provisions entitled "Patent, sovereign or contractual capacity. Copyright, and Trade Secret Indemnity" or to any other liability (including without limitation indemnification If the failure to perform is caused by the default of a obligations) for infringement of third party intellectual subcontractor at any tier, and if the cause of the default is property rights; (iii) to claims arising under provisions beyond the control of both the Contractor and subcontractor, herein calling for indemnification for third party claims and without the fault or negligence of either, the Contractor against the State for death, bodily injury to persons or shall not be liable for any excess costs for failure to perform. damage to real or tangible personal property caused by REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 8 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 28 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY Contractor's negligence or willful misconduct; or (iv) to b) The Contractor will have sole control of the defense of costs or attorney's fees that the State becomes entitled any action on such claim and all negotiations for its to recover as a prevailing party in-any action. settlement or compromise; provided that (i) when c) The State's liability for damages for any cause substantial principles of government or public law are whatsoever, and regardless of the form of action, involved,when litigation might create precedent affecting whether in Contract or in tort, shall be limited to the future State operations or liability, or when involvement Purchase Price, as that term is defined in subsection a) of the State is otherwise mandated by law, the State above. Nothing herein shall be construed to waive or may participate in such action at its own expense with limit the State's sovereign immunity or any other respect to attorneys'fees and costs(but not liability); (ii) immunity from suit provided by law. where a settlement would impose liability on the State, d) In no event will either the Contractor or the State be affect principles of California government or public law, liable for consequential, incidental, indirect, special, or or impact the authority of the State, the Department of punitive damages,even if notification has been given as General Services will have the right to approve or to the possibility of such damages, except (i) to the disapprove any settlement or compromise, which extent that Contractor's liability for such damages is approval will not unreasonably be withheld or delayed; specifically set forth in the Statement of Work or (ii) to and (iii) the State will reasonably cooperate in the the extent that Contractor's liability for such damages defense and in any related settlement negotiations. arises out of sub-section b)(i),b)(ii),or b)(iv)above. 29. INVOICES: Unless otherwise specified, invoices shall be 27. CONTRACTOR'S LIABILITY FOR INJURY TO PERSONS sent to the address set forth herein. Invoices shall be OR DAMAGE TO PROPERTY: submitted in triplicate and shall include the Contract number; a) The Contractor shall be liable for damages arising out of release order number(if applicable); item number; unit price, injury to the person and/or damage to the property of the extended item price and invoice total amount. State sales tax State, employees of the State, persons designated by and/or use tax shall be itemized separately and added to the State for training, or any other person(s) other than each invoice as applicable. agents or employees of the Contractor, designated by the State for any purpose,prior to,during,or subsequent 30. REQUIRED PAYMENT DATE: Payment will be made in to delivery, installation, acceptance, and use of the accordance with the provisions of the California Prompt Deliverables either at the Contractor's site or at the Payment Act,Government Code Section 927 et.seq. Unless State's place of business, provided that the injury or expressly exempted by statute, the Act requires State damage was caused by the fault or negligence of the Contractor. agencies to pay properly submitted, undisputed invoices not more than 45 days after (1) the date of acceptance of b) The Contractor shall not be liable for damages arising Deliverables or performance of services; or (ii) receipt of an out of or caused by an alteration or an Attachment not undisputed invoice,whichever is later. made or installed by the Contractor, or for damage to alterations or Attachments that may result from the 31. TAXES: Unless otherwise required by law, the State of normal operation and maintenance of the Deliverables California is exempt from Federal excise taxes The State will provided by the Contractor during the Contract. only pay for any State or local sales or use taxes on the services rendered or Goods supplied to the State pursuant to 28. INDEMNIFICATION: The Contractor agrees to indemnify, this Contract. defend and save harmless the State, its officers, agents and employees from any and all third party claims, costs 32. NEWLY MANUFACTURED GOODS: All Goods furnished (including without limitation reasonable attorneys' fees), and under this Contract shall be newly manufactured Goods or tosses due to the injury or death of any individual, or the loss certified as new and warranted as new by the manufacturer; or damage to any real or tangible personal property, resulting used or reconditioned Goods are prohibited,unless otherwise from the willful misconduct or negligent acts or omissions of specified. the Contractor or any of its affiliates, agents, subcontractors, employees, suppliers, or laborers furnishing or supplying 33. CONTRACT MODIFICATION: No amendment or variation of work, services, materials, or supplies in connection with the the terms of this Contract shall be valid unless made in performance of this Contract. Such defense and payment will writing, signed by the parties and approved as required. No be conditional upon the following: oral understanding or agreement not incorporated in the a) The State will notify the Contractor of any such claim in Contract is binding on any of the parties. writing and tender the defense thereof within a reasonable time;and 34. CONFIDENTIALITY OF DATA: All financial, statistical, personal,technical and other data and information relating to REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 9 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 29 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY the State's operation which are designated confidential by the Contractor's copyright notice on any such State and made available to the Contractor in order to carry Documentation reproduced, in accordance with out this Contract,or which become available to the Contractor copyright instructions to be provided by the Contractor. in carrying out this Contract, shall be protected by the Contractor from unauthorized use and disclosure through the 37. RIGHTS IN WORK PRODUCT: observance of the same or more effective procedural a) All inventions, discoveries, intellectual property, requirements as are applicable to the State. The technical communications and records originated or identification of all such confidential data and information as prepared by the Contractor pursuant to this Contract well as the State's procedural requirements for protection of including papers, reports, charts, computer programs, such data and information from unauthorized use and and other Documentation or improvements thereto,and disclosure shall be provided by the State in writing to the including Contractor's administrative communications Contractor. If the methods and procedures employed by the and records relating to this Contract (collectively, the Contractor for the protection of the Contractor's data and "Work Product"), shall be Contractor's exclusive information are deemed by the State to be adequate for the property. The provisions of this sub-section a) may be protection of the State's confidential information, such revised in a Statement of Work. methods and procedures may be used, with the written b) Software and other materials developed or otherwise consent of the State,to carry out the intent of this paragraph. obtained by or for Contractor or its affiliates The Contractor shall not be required under the provisions of independently of this Contract or applicable purchase this paragraph to keep confidential any data or information order ("Pre-Existing Materials") do not constitute Work which is or becomes publicly available, is already rightfully in Product. If the Contractor creates derivative works of the Contractor's possession without obligation of Pre-Existing Materials,the elements of such derivative confidentiality, is independently developed by the Contractor works created pursuant to this Contract constitute Work outside the scope of this Contract, or is rightfully obtained Product, but other elements do not. Nothing in this from third parties. Section 37 will be construed to interfere with Contractor's or its affiliates' ownership of Pre-Existing 35. NEWS RELEASES: Unless otherwise exempted, news Materials. releases, endorsements, advertising, and social media c) The State will have Government Purpose Rights to the content pertaining to this Contract shall not be made without Work Product as Deliverable or delivered to the State prior written approval of the Department of General Services. hereunder. "Government Purpose Rights" are the unlimited, irrevocable, worldwide, perpetual, royalty- 36. DOCUMENTATION free, non-exclusive rights and licenses to use, modify, a) The Contractor agrees to provide to the State, at no reproduce, perform, release, display, create derivative charge, all Documentation as described within the works from, and disclose the Work Product. Statement of Work, and updated versions thereof,which "Government Purpose Rights" also include the right to are necessary or useful to the State in its use of the release or disclose the Work Product outside the State Equipment or Software provided hereunder. The for any State government purpose and to authorize Contractor agrees to provide additional Documentation recipients to use, modify, reproduce, perform, release, at prices not in excess of charges made by the display, create derivative works from, and disclose the Contractor to its other customers for similar Work Product for any State government purpose. Such Documentation. recipients of the Work Product may include, without b) If the Contractor is unable to perform maintenance or the limitation, State Contractors, California local State desires to perform its own maintenance on governments, the U.S. federal government, and the Equipment purchased under this Contract then upon State and local governments of other states. written notice by the State the Contractor will provide at "Government Purpose Rights"do not include any rights Contractor's then current rates and fees adequate and to use, modify, reproduce, perform, release, display, reasonable assistance including relevant Documentation create derivative works from, or disclose the Work to allow the State to maintain the Equipment based on Product for any commercial purpose. Contractor's methodology. The Contractor agrees that d) The ideas, concepts, know-how, or techniques relating the State may reproduce such Documentation for its own to data processing,developed during the course of this use in maintaining the Equipment. If the Contractor is Contract by the Contractor or jointly by the Contractor unable to perform maintenance,the Contractor agrees to and the State may be used by either party without license any other Contractor that the State may have obligation of notice or accounting. hired to maintain the Equipment to use the above noted e) This Contract shall not preclude the Contractor from Documentation. The State agrees to include the developing materials outside this Contract that are REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 10 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 30 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY competitive, irrespective of their similarity to materials 40.• RIGHT TO COPY OR MODIFY: which might be delivered to the State pursuant to this a) Any Software Product provided by the Contractor in Contract. machine-readable form may be copied, in whole or in part, in printed or machine-readable form for use by the 38. SOFTWARE LICENSE: Unless otherwise specified in the State with the designated CPU, to perform one-time Statement of Work,the Contractor hereby grants to the State benchmark tests, for archival or emergency restart and the State accepts from the Contractor, subject to the purposes, to replace a worn copy, to understand the terms and conditions of this Contract, a perpetual, contents of such machine-readable material,or to modify irrevocable, royalty-free, non-exclusive, license to use the the Software Product as provided below; provided, Software Products in this Contract(hereinafter referred to as however,that no more than the number of printed copies "Software Products"). and machine-readable copies as specified in the a) The State may use the Software Products in the conduct Statement of Work will be in existence under this of its own business,and any division thereof Contract at any time without prior consent of the b) The license granted above authorized the State to use Contractor. Such consent shall not be unreasonably the Software Products in machine-readable form on the withheld by the Contractor. The original,and any copies Computer System located at the site(s) specified in the of the Software Product, in whole or in part, which are Statement of Work. Said Computer System and its made hereunder shall be the property of the Contractor. associated units(collectively referred to as CPU)are as b) The State may modify any non-personal computer designated in the Statement of Work. If the designated Software Product, in machine-readable form,for its own CPU is inoperative due to malfunction,the license herein use and merge it into other program material. Any granted shall be temporarily extended to authorize the portion of the Software Product included in any merged State to use the Software Products, in machined- program material shall be used only on the designated readable form, on any other State CPU until the CPUs and shall be subject to the terms and conditions of designated CPU is returned to operation. the Contract. c) By prior written notice, the State may redesignate the CPU in which the Software Products are to be used 41. FUTURE RELEASES: Unless otherwise specifically provided that the redesignated CPU is substantially provided in the Contract, or the Statement of Work, if similar in size and scale at no additional cost. The improved versions, e.g., patches, bug fixes, updates or redesignation shall not be limited to the original site and releases, of any Software Product are developed by the will be effective upon the date specified in the notice of contractor, and are made available to other licensees, they redesignation. will be made available to the State at no additional cost only if d) Acceptance of Commercial Software (including third such are made available to other licensees at no additional party Software) and Custom Software will be governed cost. If the Contractor offers new versions or upgrades to the by the terms and conditions of this Contract. Software Product,they shall be made available to the State at the State's option at a price not greater than the Contract 39. PROTECTION OF PROPRIETARY SOFTWARE AND price plus a price increase proportionate to the increase from OTHER PROPRIETARY DATA: The State agrees that all the list price of the original version to that of the new version, material appropriately marked or identified in writing as if any. If the Software Product has no list price, such price proprietary, and furnished hereunder are provided for State's increase will be proportionate to the increase in average price exclusive use for the purposes of this Contract only. All such from the original to the new version, if any, as estimated by proprietary data shall remain the property of the Contractor. the Contractor in good faith. The State agrees to take all reasonable steps to insure that such proprietary data are not disclosed to others,without prior 42. ENCRYPTION/CPU ID AUTHORIZATION CODES: written consent of the Contractor, subject to the California a) When Encryption/CPU Identification (ID) authorization Public Records Act. The State will insure, prior to disposing codes are required to operate the Software Products,the of any media, that any licensed materials contained thereon Contractor will provide all codes to the State with have been erased or otherwise destroyed. The State agrees delivery of the Software, that it will take appropriate action by instruction,agreement or b) In case of an inoperative CPI,the Contractor will provide otherwise with its employees or other persons permitted a temporary encryption/CPU ID authorization code to the access to licensed software and other proprietary data to State for use on a temporarily authorized CPU until the satisfy its obligations under this Contract with respect to use, designated CPU is returned to operation. copying, modification, protection and security of proprietary c) When changes in designated CPUs occur,the State will software and other proprietary data. notify the Contractor via telephone and/or facsimile/e- mail of such change. Upon receipt of such notice,the Contractor will issue via telephone and/or facsimile/e- REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 11 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 31 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY mail to the State within 24 hours,a temporary encryption the Deliverables, or to replace or modify the same so ID authorization code for use on the newly designated that they become non-infringing. If none of these CPU until such time as permanent code is assigned. options can reasonably be taken, or if the use of such Deliverables by the State shall be prevented by 43. PATENT,COPYRIGHT AND TRADE SECRET INDEMNITY: injunction, the Contractor agrees to take back such a) Contractor will indemnify,defend,and save harmless the Deliverables and make every reasonable effort to assist State, its officers, agents, and employees,from any and the State in procuring substitute Deliverables. If, in the all third party claims, costs (including without limitation sole opinion of the State, the return of such infringing reasonable attorneys'fees), and losses for infringement Deliverables makes the retention of other Deliverables or violation of any U.S.Intellectual Property Right by any acquired from the Contractor under this Contract product or service provided hereunder. With respect to impractical, the State shall then have the option of claims arising from computer Hardware or Software terminating such Contracts, or applicable portions manufactured by a third party and sold by Contractor as thereof, without penalty or termination charge. The a reseller,Contractor will pass through to the State such Contractor agrees to take back such Deliverables and indemnity rights as it receives from such third party refund any sums the State has paid Contractor less any ("Third Party Obligation")and will cooperate in enforcing reasonable amount for use or damage. them;provided that if the third party manufacturer fails to c) The Contractor shall have no liability to the State under honor the Third Party Obligation, Contractor will provide any provision of this clause with respect to any claim of the State with indemnity protection equal to that called patent, copyright or trade secret infringement which is for by the Third Party Obligation, but in no event greater based upon: than that called for in the first sentence of this Section. (i) The combination or utilization of Deliverables The provisions of the preceding sentence apply only to furnished hereunder with Equipment, Software or third party computer Hardware or Software sold as a devices not made or furnished by the Contractor; distinct unit and accepted by the State. or, Unless a Third Party Obligation provides otherwise, the (ii) The operation of Equipment furnished by the defense and payment obligations set forth in this Section Contractor under the control of any Operating will be conditional upon the following: Software other than, or in addition to, the current i) The State will notify the Contractor of any such claim version of Contractor-supplied Operating Software; in writing and tender the defense thereof within a or reasonable time;and (iii) The modification initiated by the State, or a third ii) The Contractor will have sole control of the defense party at the State's direction, of any Deliverable of any action on such claim and all negotiations for furnished hereunder;or its settlement or compromise;provided that(a)when (iv) The combination or utilization of Software furnished substantial principles of government or public law are hereunder with non-Contractor supplied Software. involved, when litigation might create precedent d) The Contractor certifies that it has appropriate systems affecting future State operations or liability, or when and controls in place to ensure that State funds will not involvement of the State is otherwise mandated by be used in the performance of this Contract for the law, the State may participate in such action at its acquisition, operation or maintenance of computer own expense with respect to attorneys' fees and Software in violation of copyright laws. costs(but not liability); (b)where a settlement would impose liability on the State, affect principles of 44. DISPUTES: California government or public law, or impact the a) The parties shall deal in good faith and attempt to authority of the State, the Department of General resolve potential disputes informally. If the dispute Services will have the right to approve or disapprove persists, the Contractor shall submit to the Department any settlement or compromise, which approval will Director or designee a written demand for a final not unreasonably be withheld or delayed;and(c)the decision regarding the disposition of any dispute State will reasonably cooperate in the defense and in between the parties arising under,related to or involving any related settlement negotiations. this Contract. Contractor's written demand shall be fully b) Should the Deliverables, or the operation thereof, supported by factual information, and if such demand become, or in the Contractor's opinion are likely to involves a cost adjustment to the Contract, Contractor become, the subject of a claim of infringement or shall include with the demand a written statement signed violation of a U.S. Intellectual Property Right, the State by an authorized person indicating that the demand is shall permit the Contractor at its option and expense made in good faith,that the supporting data are accurate either to procure for the State the right to continue using and complete and that the amount requested accurately REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 12 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 32 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY reflects the Contract adjustment for which Contractor The final decision shall be conclusive and binding believes the State is liable. The contracting Department regarding the dispute unless the Contractor commences Director or designee shall have 30 days after receipt of an action in a court of competent jurisdiction to contest Contractors written demand invoking this Section such decision within 90 days following the date of the "Disputes" to render a written decision. If a written final decision or one(1)year following the accrual of the decision is not rendered within 30 days after receipt of cause of action, whichever is later. The dates of contractors demand, it shall be deemed a decision decision and appeal in this section may be modified by adverse to the Contractors contention. If the Contractor mutual consent, as applicable, excepting the time to is not satisfied with the decision of the Department commence an action in a court of competent jurisdiction. Director or designee, the Contractor may appeal the decision,in writing,within 15 days of its issuance(or the 45. STOP WORK: expiration of the 30 day period in the event no decision a) The State may, at any time, by written Stop Work Order is rendered by the contracting department), to the to the Contractor, require the Contractor to stop all, or Department of General Services, Deputy Director, any part, of the work called for by this Contract for a Procurement Division,who shall have 45 days to render period up to 45 days after the Stop Work Order is a final decision. If the Contractor does not appeal the delivered to the Contractor, and for any further period to decision of the contracting Department Director or which the parties may agree. The Stop Work Order shall designee, the decision shall be conclusive and binding be specifically identified as such and shall indicate it is regarding the dispute and the Contractor shall be barred issued under this clause. Upon receipt of the Stop Work from commencing an action in court, or with the Victims Order, the Contractor shall immediately comply with its Compensation Government Claims Board, for failure to terms and take all reasonable steps to minimize the exhaust Contractors administrative remedies. incurrence of costs allocable to the work covered by the b) Pending the final resolution of any dispute arising under, Stop Work Order during the period of work stoppage. related to or involving this Contract,Contractor agrees to Within a period of 45 days after a Stop Work Order is diligently proceed with the performance of this Contract, delivered to the Contractor, or within any extension of including the delivery of Goods or, providing of services that period to which the parties shall have agreed, the in accordance with the State's instructions regarding this State shall either: Contract. Contractor's failure to diligently proceed in (i) Cancel the Stop Work Order;or accordance with the State's instructions regarding this (ii) Terminate the work covered by the Stop Work Contract shall be considered a material breach of this Order as provided for in the termination for default Contract. or the termination for convenience clause of this c) Any final decision of the State shall be expressly Contract. identified as such,shall be in writing,and shall be signed b) If a Stop Work Order issued under this clause is by the Deputy Director, Procurement Division if an canceled or the period of the Stop Work Order or any appeal was made. If the Deputy Director, Procurement extension thereof expires, the Contractor shall resume Division fails to render a final decision within 45 days work. The State shall make an equitable adjustment in after receipt of Contractor's demand, it shall be deemed the delivery schedule, the Contract price, or both, and a final decision adverse to Contractor's contentions. The the Contract shall be modified,in writing,accordingly,if: State's final decision shall be conclusive and binding (1) The Stop Work Order results in an increase in the regarding the dispute unless Contractor commences an time required for, or in the Contractor's cost action in a court of competent jurisdiction to contest such properly allocable to the performance of any part of decision within 90 days following the date of the final this Contract;and decision or one (1) year following the accrual of the (ii) The Contractor asserts its right to an equitable cause of action,whichever is later. adjustment within 60 days after the end of the d) For disputes involving purchases made by the period of work stoppage; provided,that if the State Department of General Services, Procurement Division, decides the facts justify the action, the State may the Contractor shall submit to the Department Director or receive and act upon a proposal submitted at any designee a written demand for a final decision, which time before final payment under this Contract. shall be fully supported in the manner described in the c) If a Stop Work Order is not canceled and the work subsection a above. The Department Director or covered by the Stop Work Order is terminated in designee shall have 30 days to render a final decision. If accordance with the provision entitled Termination for a final decision is not rendered within 30 days after the Convenience of the State, the State shall allow receipt of the Contractors demand, it shall be deemed a reasonable costs resulting from the Stop Work Order in final decision adverse to the Contractors contention. arriving at the termination settlement. REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 13 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 33 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY d) The State shall not be liable to the Contractor for loss of Contractor. Control exists when an entity owns or profits because of a Stop Work Order issued under this directs more than fifty percent (50%) of the clause. outstanding shares or securities representing the 48. EXAMINATION AND AUDIT: Contractor agrees that the right to vote for the election of directors or other managing authority. State, or its designated representative shall have the right to c) To the extent permissible by law, the Director of the review and copy any records and supporting documentation Department of General Services, or designee, may pertaining to performance of this Contract. The Contractor waive the restrictions set forth in this Section by written agrees to maintain such records for possible audit fora notice to the Contractor if the Director determines their minimum of three (3) years after final payment, unless a application would not be in the State's best interest. longer period of records retention is stipulated. The Except as prohibited by law, the restrictions of this Contractor agrees to allow the auditor(s) access to such n will not apply: Section records during normal business hours and in such a manner S S o follow-on advice given by vendors of commercial so as to not interfere unreasonably with normal business products, including Software and activities and to allow interviews of any employees or others Hardware,off-the-shelf f the operation, integration, repair, d who might reasonably have information related to such maintenance of such products after sale;or records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any (ii) where the State has entered into a master agreement for Software or services and the scope subcontract related to performance of this Contract. The of work at the time of Contract execution expressly State shall provide reasonable advance written notice of such calls for future recommendations among the audit(s)to the Contractor. Contractor's own products. 47. FOLLOW-ON CONTRACTS: d) The restrictions set forth in this Section are in addition to conflict of interest restrictions imposed on public a) If the Contractor or its affiliates provides Technical Contractors by California law ("Conflict Laws"). In the Consulting and Direction (as defined below), the event of any inconsistency, such Conflict Laws override Contractor and its affiliates: the provisions of this Section, even if enacted after (i) will not be awarded a subsequent Contract to execution of this Contract. supply the service or system, or any significant component thereof,that is used for or in connection 48. PRIORITY HIRING CONSIDERATIONS: If this Contract with any subject of such Technical Consulting and includes services in excess of$200,000,the Contractor shall Direction;and give priority consideration in filling vacancies in positions (ii) will not act as consultant to any person or entity funded by the Contract to qualified recipients of aid under that does receive a Contract described in sub- Welfare and Institutions Code Section 11200 in accordance section(i). This prohibition will continue for one(1) with PCC Section 10353. year after termination of this Contract or completion of the Technical Consulting and Direction, 49. COVENANT AGAINST GRATUITIES: The Contractor whichever comes later. warrants that no gratuities(in the form of entertainment,gifts, b) "Technical Consulting and Direction"means services for or otherwise)were offered or given by the Contractor, or any which the Contractor received compensation from the agent or representative of the Contractor, to any officer or State and includes: employee of the State with a view toward securing the (i) development of or assistance in the development of Contract or securing favorable treatment with respect to any work statements, specifications, solicitations, or determinations concerning the performance of the Contract. feasibility studies; For breach or violation of this warranty, the State shall have (ii) development or design of test requirements; the right to terminate the Contract, either in whole or in part, (iii) evaluation of test data; and any loss or damage sustained by the State in procuring (iv) direction of or evaluation of another Contractor; on the open market any items which Contractor agreed to (v) provision of formal recommendations regarding the supply shall be borne and paid for by the Contractor. The acquisition of Information Technology products or rights and remedies of the State provided in this clause shall services;or not be exclusive and are in addition to any other rights and (vi) provisions of formal recommendations regarding remedies provided by law or in equity. any of the above. For purposes of this Section, "affiliates" are employees, directors, partners, joint 50. NONDISCRIMINATION CLAUSE: venture participants, parent corporations, a) During the performance of this Contract, the Contractor subsidiaries, or any other entity controlled by, and its subcontractors shall not unlawfully discriminate, controlling, or under common control with the REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 14 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 34 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY harass or allow harassment, against any employee or assigned under this chapter, the assignor shall be applicant for employment because of sex, sexual entitled to receive reimbursement for actual legal costs orientation, race, color, ancestry, religious creed, incurred and may, upon demand,recover from the State national origin, disability (including HIV and AIDS), any portion of the recovery, including treble damages, medical condition (cancer), age, marital status, and attributable to overcharges that were paid by the denial of family care leave. The Contractor and assignor but were not paid by the State as part of the subcontractors shall insure that the evaluation and offer price, less the expenses incurred in obtaining that treatment of their employees and applicants for portion of the recovery. employment are free from such discrimination and c) Upon demand in writing by the assignor, the assignee harassment. The Contractor and subcontractors shall shall, within one year from such demand, reassign the comply with the provisions of the Fair Employment and cause of action assigned under this part if the assignor Housing Act(Government Code,Section 12990 et seq.) has been or may have been injured by the violation of and the applicable regulations promulgated thereunder law for which the cause of action arose and (California Code of Regulations, Title 2, Section 7285.0 (1) the assignee has not been injured thereby,or et seq.). The applicable regulations of the Fair (ii) the assignee declines to file a court action for the Employment and Housing Commission implementing cause of action. Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code 53. DRUG-FREE WORKPLACE CERTIFICATION: The of Regulations are incorporated into this Contract by Contractor certifies under penalty of perjury under the laws of reference and made a part hereof as if set forth in full. the State of California that the Contractor will comply with the The Contractor and its subcontractors shall give written requirements of the Drug-Free Workplace Act of 1990 notice of their obligations under this clause to labor (Government Code Section 8350 et seq.) and will provide a organizations with which they have a collective drug-free workplace by taking the following actions: bargaining or other agreement. a) Publish a statement notifying employees that unlawful b) The Contractor shall include the nondiscrimination and manufacture, distribution, dispensation, possession, or compliance provisions of this clause in all subcontracts use of a controlled substance is prohibited and to perform work under the Contract. specifying actions to be taken against employees for violations, as required by Government Code Section 51. NATIONAL LABOR RELATIONS BOARD CERTIFICATION: 8355(a). The Contractor swears under penalty of perjury that no more b) Establish a Drug-Free Awareness Program as required than one final, unappealable finding of contempt of court by a by Government Code Section 8355(b) to inform federal court has been issued against the Contractor within employees about all of the following: the immediately preceding two-year period because of the (i) the dangers of drug abuse in the workplace; Contractor's failure to comply with an order of the National (ii) the person's or organization's policy of maintaining Labor Relations Board. This provision is required by, and a drug-free workplace; shall be construed in accordance with,PCC Section 10296. (iii) any available counseling, rehabilitation and employee assistance programs;and, 52. ASSIGNMENT OF ANTITRUST ACTIONS: Pursuant to (iv) penalties that may be imposed upon employees for Government Code Sections 4552, 4553, and 4554, the drug abuse violations. following provisions are incorporated herein: c) Provide, as required by Government Code Section a) In submitting an offer to the State,the'supplier offers and 8355(c), that every employee who works on the agrees that if the offer is accepted, it will assign to the proposed or resulting Contract: State all rights, title, and interest in and to all causes of (1) will receive a copy of the company's drug-free action it may have under Section 4 of the Clayton Act policy statement;and, (15 U.S.C. 15) or under the Cartwright Act (Chapter 2, (ii) will agree to abide by the terms of the company's commencing with Section 16700, of Part 2 of Division 7 statement as a condition of employment on the of the Business and Professions Code), arising from Contract. purchases of Goods,material or other items, or services by the supplier for sale to the State pursuant to the 54. FOUR-DIGIT DATE COMPLIANCE: Contractor warrants solicitation. Such assignment shall be made and that it will provide only Four-Digit Date Compliant(as defined become effective at the time the State tenders final below)Deliverables and/or services to the State. "Four Digit payment to the supplier. Date Compliant" Deliverables and services can accurately b) If the State receives, either through judgment or process, calculate, compare, and sequence date data, settlement, a monetary recovery for a cause of action including without limitation date data arising out of or relating REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 15 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 35 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY to leap years and changes in centuries. This warranty and a) The Contractor recognizes the importance of child and representation is subject to the warranty terms and family support obligations and shall fully comply with all conditions of this Contract and does not limit the generality applicable State and federal laws relating to child and of warranty obligations set forth elsewhere herein. family support enforcement,including, but not limited to, disclosure of information and compliance with earnings 55. SWEATFREE CODE OF CONDUCT: assignment orders, as provided in Chapter 8 a) Contractor declares under penalty of perjury that no (commencing with Section 5200) of Part 5 of Division 9 equipment, materials, or supplies furnished to the State of the Family Code;and pursuant to the Contract have been produced in whole b) The Contractor, to the best of its knowledge is fully or in part by sweatshop labor,forced labor,convict labor, complying with the earnings assignment orders of all indentured labor under penal sanction, abusive forms of employees and is providing the names of all new child labor or exploitation of children in sweatshop labor, employees to the New Hire Registry maintained by the or with the benefit of sweatshop labor, forced labor, California Employment Development Department. convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in 58. AMERICAN WITH DISABILITIES ACT: The Contractor sweatshop labor. Contractor further declares under assures the State that the Contractor complies with the penalty of perjury that they adhere to the Sweatfree Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et Code of Conduct as set forth on the California seq.). Department of Industrial Relations website located at www.dir.ca.aov.and Public Contract Code Section 6108. 59. ELECTRONIC WASTE RECYCLING ACT OF 2003: The b) Contractor agrees to cooperate fully in providing Contractor certifies that it complies with the applicable reasonable access to its records, documents, agents or requirements of the Electronic Waste Recycling Act of 2003, employees, or premises if reasonably required by Chapter 8.5, Part 3 of Division 30, commencing with Section authorized officials of the State, the Department of 42460 of the Public Resources Code. The Contractor shall Industrial Relations, or the Department of Justice to maintain documentation and provide reasonable access to its determine Contractors compliance with the records and documents that evidence compliance. requirements under paragraph(a). 60. USE TAX COLLECTION: In accordance with PCC Section 56. RECYCLED CONTENT REQUIREMENTS: The Contractor 10295.1, the Contractor certifies that it complies with the shall certify in writing under penalty of perjury,the minimum,if requirements of Section 7101 of the Revenue and Taxation not exact, percentage of postconsumer material as defined in Code. Contractor further certifies that it will immediately the Public Contract Code (PCC) Section 12200-12209, in advise the State of any change in its retailer's seller's permit products, materials, goods, or supplies offered or sold to the or certification of registration or applicable affiliate's seller's State that fall under any of the statutory categories regardless of whether the product meets the requirements of Section permit certificate registration as described in subdivision (a)of PCC C Section 100 295.1. 12209. The certification shall be provided by the contractor, even if the product or good contains no postconsumer 61. EXPATRIATE CORPORATIONS: Contractor hereby recycled material, and even if the postconsumer content is declares that it is not an expatriate corporation or subsidiary unknown. With respect to printer or duplication cartridges of an expatriate corporation within the meaning of PCC that comply with the requirements of Section 12156(e), the Sections 10286 and 10286.1, and is eligible to Contract with certification required by this subdivision shall specify that the the State. cartridges so comply (PCC 12205 (b)(2)). A state agency contracting officer may waive the certification requirements if 62. DOMESTIC PARTNERS: For Contracts over $100,000 the percentage of postconsumer material in the products, executed or amended after January 1, 2007, the Contractor materials, goods, or supplies can be verified in a written certifies that the Contractor is in compliance with Public advertisement, including, but not limited to, a product label, a Contract Code Section 10295.3. catalog, or a manufacturer or vendor Internet web site. Contractors are to use, to the maximum extent economically 63. SMALL BUSINESS PARTICIPATION AND DVBE feasible in the performance of the contract worts, recycled PARTICIPATION REPORTING REQUIREMENTS: content products(PCC 12203(d)). a) If for this Contract the Contractor made a commitment to achieve small business participation, then Contractor 57. CHILD SUPPORT COMPLIANCE ACT: For any Contract in must within 60 days of receiving final payment under this excess of $100,000, the Contractor acknowledges in Contract (or within such other time period as may be accordance with PCC Section 7110,that: specified elsewhere in this Contract) report to the REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 16 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 36 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY awarding department the actual percentage of small of the California Labor Code,applicable to the classes of business participation that was achieved. (Govt.Code§ labor to be used for public works such as at the delivery 14841.) site for the assembly and installation of the equipment or b) If for this Contract Contractor made a commitment to materials under the purchase order. Pursuant to Section achieve disabled veteran business enterprise (DVBE) 1770 of the California Labor Code, the Department of participation, then Contractor must within 60 days of Industrial Relations has ascertained the general receiving final payment under this Contract (or within prevailing rate of wages in the county in which the work such other time period as may be specified elsewhere in is to be done, to be as listed in the booklet entitled this Contract) certify in a report to the awarding General Prevailing Wage Rates. The booklet is department: (1) the total amount the prime Contractor compiled monthly and copies of the same are available received under the Contract; (2)the name and address from the Department of Industrial Relations, Prevailing of the DVBE(s) that participated in the performance of Wage Unit at www.dir.ca.aov (select Statistics & the Contract; (3) the amount each DVBE received from Research)or(415)703-4774. The booklet is required to the prime Contractor; (4) that all payments under the be posted at the job site. Contract have been made to the DVBE; and (5) the c) The Contractor hereby certifies by signing this Contract actual percentage of DVBE participation that was that: achieved. A person or entity that knowingly provides i) Contractor has met or will comply with the false information shall be subject to a civil penalty for standards of affirmative compliance with the Non- each violation. (Mil. & Vets. Code § 999.5(d); Discrimination Clause Requirements included Govt.Code§14841,) herein; ii) Contractor is aware of the provisions of Section 64. LOSS LEADER: It is unlawful for any person engaged in 3700 of the Labor Code that require every business within this state to sell or use any article or product employer to be insured against liability for as a"loss leader"as defined in Section 17030 of the Business workmen's compensation or to undertake self- and Professions Code. (PCC 12104.5(b).). insurance in accordance with the provisions of that Code, and Contractor will comply with such ADDITIONAL CMAS TERMS AND CONDITIONS provisions before commencing the performance of the work of the purchase order. 65. CMAS--CONTRACTOR'S LICENSE REQUIREMENTS: d) Laws to be Observed Contracts that include installation or the wording"Furnish and i) Labor Install"require at the time of Contract award that Contractors Pursuant to Section 1775 of the California Labor possess a valid Califomia State Contractor's License. If sub- Code the Contractor shall, as a penalty to the State Contractors are used, they must also possess a valid or Political subdivision on whose behalf the purchase California State Contractor's License. All businesses which order is made or awarded,forfeit not more than fifty construct or alter any building, highway, road,parking facility, ($50.00) for each calendar day, or portions thereof, railroad, excavation, or other structure in California must be for each worker paid by him or subcontractor under licensed by the California State License Board(CSLB) if the him,less than the prevailing wage so stipulated; and total cost (labor and materials) of the project is $500,00 or in addition, the Contractor further agrees to pay to more. Failure to be licensed or to keep the license current each workman the difference between the actual and in good standing shall be grounds for Contract amount paid for each calendar day, or portions revocation. thereof, and the stipulated prevailing wage rate for 66. CMAS--PUBLIC WORKS REQUIREMENTS the same. This provision shall not apply to properly (LABOR/INSTALLATION): indentured apprentices. a) Prior to the commencement of performance, the Pursuant to Sections 1810-1815 of the California Contractor must obtain and provide to the State, a Labor Code, inclusive, it is further agreed that the payment bond, on Standard Form 807, when the maximum hours a worker is to be employed is limited Contract involves a public works expenditure to eight hours a day and forty hours a week and the (labor/installation costs)in excess of$5,000. Such bond Contractor shall forfeit, as a penalty to the State, shall be in a sum not less than one hundred percent twenty-five ($25) for each worker employed in the (100%)of the Contract price. execution of the purchase order for each calendar b) In accordance with the provisions of Section 1773 of the day during which a workman is required or permitted California Labor Code,the Contractor shall,conform and to labor more than eight hours in any calendar day or stipulates to the general prevailing rate of wages, more than forty hours in any calendar week, in including employer benefits as defined in Section 1773.1 REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 17 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 37 of 60 GSPD-4011T-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY violation of California Labor Code Sections 1810- 69. CMAS -- Debarment Certification (Federally Funded 1815,inclusive. Contracts): When Federal funds are being expended, the ii) Worker's Compensation Insurance prospective recipient of Federal assistance funds is required The Contractor will be required to secure the to certify to the Buyer, that neither it nor its principals are payment of compensation to its employees in presently debarred, suspended, proposed for debarment, accordance with the provisions of Labor Code declared ineligible, or voluntarily excluded from participation Section 3700. in this transaction by any Federal department or agency. iii) Travel and Subsistence Payments Travel and subsistence payments shall be paid to 70. CMAS -- PURCHASE ORDERS FUNDED IN WHOLE OR each worker needed to execute the work, as such PART BY THE FEDERAL GOVERNMENT: All Contracts travel and subsistence payments are defined in the (including individual orders), except for State construction applicable collective bargaining agreements filed in projects, which are funded in whole or in part by the federal accordance with Labor Code Section 1773.8. government may be canceled with 30 day notice, and are iv) Apprentices subject to the following: a) It is mutually understood between the parties that this Special attention is directed to Sections 1777.5, 1777.6,and 1777.7 of the California Labor Code and Contract (order) may have been written before Title 8,California Administrative Code Section 200 et ascertaining the availability of congressional seq. Each Contractor and/or subcontractor must, appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays prior to commencement of the public works ContracUpurchase order, contact the Division of which would occur if the Contract (order) were A executed after that determination was made. Apprenticeship Standards, 525 Golden Gate Avenue, San Francisco, CA, or one of its branch b) This Contract (order) is valid and enforceable only if sufficient funds are made available to the State by the offices to insure compliance and complete United States Government for the fiscal year during understanding of the law regarding apprentices and specifically the required ratio thereunder. which the order was generated for the purposes of this Responsibility for compliance with this section lies program. In addition,this Contract(order)is subject to with the prime Contractor. any additional restrictions, limitations, or conditions enacted by the Congress or any statute enacted by the v) Payroll Congress that may affect the provisions, terms or The Contractor shall keep an accurate payroll record funding of this Contract(order)in any manner. showing the name,social security account,and work c} It is mutually agreed that if the Congress does not classification specific and straight time and overtime hours worked by each employee. A certified copy of appropriate sufficient funds for the program, this the employee's payroll record shall be available for Contract (order) shall be amended to reflect any inspection as specified in Section 1776 of the reduction in funds. The department has the option to California Labor Code. void the Contract (order) under the 30-day cancellation clause or to amend the Contract to reflect any reduction of funds. 67. CMAS--TERMINATION OF CMAS CONTRACT; a) The State may terminate this CMAS Contract at any time 71. CMAS--CONFLICT OF INTEREST: upon 30 days prior written notice. a) Current State Employees(Public Contract Code Section b) If the Contractor's GSA Multiple Award Schedule is 10410): terminated within the term of the CMAS Contract, the i) No officer or employee shall engage in any CMAS Contract shall also be considered terminated on employment, activity or enterprise from which the the same date. officer or employee receives compensation or has a c) Prior to the expiration of this CMAS Contract, this financial interest and which is sponsored or funded Contract may be terminated for the convenience of both by any State agency,unless the employment,activity parties by mutual consent. or enterprise is required as a condition of regular d) This provision shall not relieve the Contractor of the State employment. obligation to perform under any purchase order or other il) No officer or employee shall Contract on his or her similar ordering document executed prior to the own behalf as an independent Contractor with any termination becoming effective. State agency to provide Goods or services. b) Former State Employees(Public Contract Code Section 68. CMAS--CONTRACT AMOUNT: There is no guarantee of 10411): minimum purchase of Contractor's products or services by the i) For the two-year period from the date he or she left State. State employment, no former State officer or REVISED AND EFFECTIVE SEPTEMBER 8,20114 PAGE 18 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 38 of 60 GSPD-401 IT-CMAS CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) GENERAL PROVISIONS - INFORMATION TECHNOLOGY employee may enter into a Contract in which he or Contract for IT Goods or services to be manufactured or she engaged in any of the negotiations,transactions, performed by a Contractor especially for the State and not planning, arrangements or any part of the decision- suitable for sale to others in the ordinary course of the making process relevant to the Contract while Contractor's business, employed in any capacity by any State agency. ii) For the twelve-month period from the date he or she Interim Risk Assessment guidelines and financial protection left State employment, no former State officer or measures are detailed in PCC 12112 for agencies to use to employee may enter into a Contract with any State determine their applicability to agency projects. agency if he or she was employed by that State agency in a policy-making position in the same 76. CMAS--QUARTERLY REPORTS: Contractors are required general subject area as the proposed Contract within to submit quarterly business activity reports, as specified in the twelve-month period prior to his or her leaving this Contract, even when there is no activity. A separate State service. report is required for each Contract,as differentiated by alpha suffix. 72. CMAS--SUBCONTRACTING REQUIREMENTS: Any subcontractor that the CMAS supplier chooses to use in 77. CMAS—CONTRACTOR EVALUATION: In accordance with fulfilling the requirements of this Contract (order), and which PCC 10367 and 10369, performance of the Contractor under is expected to receive more than ten(10) percent of value of orders issued against this Contract will be evaluated. The the Contract/purchase order, must also meet all Contractual, ordering agency shall complete a written evaluation,and if the administrative, and technical requirements of the Contract Contractor did not satisfactorily perform the work specified,a (order),as applicable. copy of the evaluation will be sent to the DGS,Office of Legal Services. 73. CMAS--RENTAL AGREEMENTS: The State does not agree to: • Indemnify a Contractor; • Assume responsibility for matters beyond its control; • Agree to make payments in advance; • Accept any other provision creating a contingent liability against the State;or • Agree to obtain insurance to protect the Contractor. The State's responsibility for repairs and liability for damage or loss is restricted to that made necessary by or resulting from the negligent act or omission of the State or its officers, employees,or agents. If the Contractor maintains the equipment, the Contractor must keep the equipment in good working order and make all necessary repairs and adjustments without qualification. The State may terminate for default or cease paying rent should the Contractor fail to maintain the equipment properly. Personal property taxes are not generally reimbursed when leasing equipment(SAM 8736). 74. CMAS -- LEASE (Lease $Mart Tm): If an agency desires to tease through Lease$Mart Tm,the Contractor agrees to sell to lessor the assets at the same price as they agree to sell to the State. 75. CMAS -- PROGRESS PAYMENTS & RISK ASSESSMENT: In accordance with PCC 12112 agencies are required to withhold not less than 10 percent of the Contract price until final delivery and acceptance of the Goods or services, for any Contract that provides for progress payments in a REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 19 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 39 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) THESE SPECIAL PROVISIONS ARE ONLY TO BE USED FOR SOFTWARE AS A SERVICE (SaaS), AS DEFINED BELOW. THESE SPECIAL PROVISIONS ARE TO BE ATTACHED TO THE GENERAL PROVISIONS—INFORMATION TECHNOLOGY AND ACCOMPANIED BY,AT MINIMUM,A STATEMENT OF WORK(SOW)AND SERVICE LEVEL AGREEMENT(SLA). STATE AGENCIES MUST FIRST: A. CLASSIFY THEIR DATA PURSUANT TO THE CALIFORNIA STATE ADMINISTRATIVE MANUAL(SAM)5305.5; B. CONSIDER THE FACTORS TO BE TAKEN INTO ACCOUNT WHEN SELECTING A PARTICULAR TECHNOLOGICAL APPROACH,IN ACCORDANCE WITH SAM 4981.1,4983 AND 4983.1 AND THEN; C. MODIFY THESE SPECIAL PROVISIONS THROUGH THE SOW AND/OR SLA TO MEET THE NEEDS OF EACH ACQUISITION. 1. Definitions a) "Cloud Software as a Service (SaaS)" - The capability provided to the consumer is to use applications made available by the provider running on a cloud infrastructure.The applications are accessible from various client devices through a thin client interface such as a web browser (e.g., web-based email). The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. b) "Cloud Platform as a Service(PaaS)"-The capability provided to the consumer is to deploy onto the cloud infrastructure consumer- created or acquired applications created using programming languages and tools supported by the provider.The consumer does not manage or control the underlying cloud infrastructure including network, servers,operating systems,or storage, but has control over the deployed applications and possibly application hosting environment configurations. c) "Cloud Infrastructure as a Service(laaS)"-The capability provided to the consumer is to provision processing,storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems; storage, deployed applications, and possibly limited control of select networking components (e.g., host firewalls). d) "Data'-means any information,formulae, algorithms, or other content that the State, the State's employees, agents and end users upload, create or modify using the SaaS pursuant to this Contract. Data also includes user identification information and metadata which may contain Data or from which the State's Data may be ascertainable. e) "Data Breach"-means any access,destruction,loss,theft,use,modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law. f) "Recovery Point Objective(RPO)"-means the point in time to which Data can be recovered and/or systems restored when service is restored after an interruption.The Recovery Point Objective is expressed as a length of time between the interruption and the most proximate backup of Data immediately preceding the interruption. The RPO is detailed in the SLA. g) "Recovery Time Objective(RTO)"- means the period of time within which information technology services, systems, applications and functions must be recovered following an unplanned interruption.The RTO is detailed in the SLA. 2. Terms SaaS AVAILABILITY:Unless otherwise stated in the Statement of Work, a) The SaaS shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime). b) If SaaS monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime),the State shall be entitled to recover damages,apply credits or use other contractual remedies as set forth in the Statement of Work. c) If SaaS monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months in a rolling twelve-month period, the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions—Information Technology. d) Contractor shall provide advance written notice to the State in the manner set forth in the Statement of Work of any major upgrades or changes that will affect the SaaS availability. 3. DATA AVAILABILITY:Unless otherwise stated in the Statement of Work, a) The Data shall be available twenty-four(24)hours per day,365 days per year(excluding agreed-upon maintenance downtime). b) If Data monthly availability averages less than 99.9% (excluding agreed-upon maintenance downtime),the State shall be entitled to recover damages, apply credits or use other contractual remedies as set forth in the Statement of Worts if the State is unable to access the Data as a result of: 1) Acts or omission of Contractor; 2) Acts or omissions of third parties working on behalf of Contractor; REVISED AND EFFECTIVE SEPTEMBER 8,2014 PAGE 20 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 40 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) 3) Network compromise,network intrusion,hacks,introduction of viruses,disabling devices,matware and other forms of attack that can disrupt access to Contractor's server, to the extent such attack would have been prevented by Contractor taking reasonable industry standard precautions; 4) Power outages or other telecommunications or Internet failures,to the extent such outages were within Contractor's direct or express control. c) If Data monthly availability averages less than 99.9%(excluding agreed-upon maintenance downtime),for three(3)or more months in a rolling twelve-month period,the State may terminate the contract for material breach in accordance with the Termination for Default provision in the General Provisions—Information Technology. 4. SaaS and DATA SECURITY: a) In addition to the Compliance with Statutes and Regulations provision set forth in the General Provisions—Information Technology, Contractor shall certify to the State: 1) The sufficiency of its security standards,tools,technologies and procedures in providing SaaS under this Contract; 2) Compliance with the following: I. The California Information Practices Act(Civil Code Sections 1798 et seq.); ii. Security provisions of the California State Administrative Manual(Chapters 5100 and 5300)and the California Statewide Information Management Manual(Sections 58C,58D,66B,5305A,5310A and B,5325A and B,5330A,B and C,5340A, B and C,5360B); iii. Undergo an annual Statement on Standards for Attestation Engagements (SSAE) No. 16 Service Organization Control (SOC)2 Type 11 audit.Audit results and Contractor's plan to correct any negative findings shall be made available to the State upon request;and iv. Privacy provisions of the Federal Privacy Act of 1974; 3) Compliance with applicable industry standards and guidelines,including but not limited to relevant security provisions of the Payment Card Industry(PC[)Data Security Standard(PCIDSS)including the PCIDSS Cloud Computing Guidelines. b) Contractor shall implement and maintain all appropriate administrative, physical, technical and procedural safeguards in accordance with section a) above at all times during the term of this Contract to secure such Data from Data Breach, protect the Data and the SaaS from hacks,introduction of viruses,disabling devices,malware and other forms of malicious or inadvertent acts that can disrupt the State's access to its Data. c) Contractor shall allow the State reasonable access to SaaS security logs,latency statistics,and other related SaaS security data that affect this Contract and the State's Data,at no cost to the State. d) Contractor assumes responsibility for the security and confidentiality of the Data under its control. e) No Data shall be copied,modified,destroyed or deleted by Contractor other than for normal operation or maintenance of SaaS during the Contract period without prior written notice to and written approval by the State. f) Remote access to Data from outside the continental United States,including remote access to Data by authorized SaaS support staff in identified support centers,is prohibited unless approved in advance by the State Chief Information Security Officer. 5) ENCRYPTION: Confidential,sensitive or personal information shall be encrypted in accordance with California State Administrative Manual 5350.1 and California Statewide Information Management Manual 5305-A. 6) DATA LOCATION: Unless otherwise stated in the Statement of Work and approved in advance by the State Chief Information Security Officer, the physical location of Contractor's data center where the Data is stored shall be within the continental United States. 7) RIGHTS TO DATA: The parties agree that as between them, all rights, including all intellectual property rights, in and to Data shall remain the exclusive property of the State, and Contractor has a limited, non-exclusive license to access and use the Data as provided to Contractor solely for performing its obligations under the Contract. Nothing herein shall be construed to confer any license or right to the Data, including user tracking and exception Data within the system, by implication, estoppel or otherwise, under copyright or other intellectual property rights,to any third party. Unauthorized use of Data by Contractor or third parties is prohibited. For the purposes of this requirement, the phrase "unauthorized use" means the data mining or processing of data, stored or transmitted by the service,for unrelated commercial purposes, advertising or advertising-related purposes, or for any other purpose other than security or service delivery analysis that is not explicitly authorized. REVISED AND EFFECTIVE SEPTEMBER 8, 2014 PAGE 21 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 41 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) 8) TRANSITION PERIOD: a) For ninety(90)days prior to the expiration date of this Contract,or upon notice of termination of this Contract, Contractor shall assist the State in extracting and/or transitioning all Data in the format determined by the State("Transition Period"). b) The Transition Period may be modified in the SOW or as agreed upon in writing by the parties in a contract amendment. c) During the Transition Period,SaaS and Data access shall continue to be made available to the State without alteration. d) Contractor agrees to compensate the State for damages or losses the State incurs as a result of Contractor's failure to comply with this section in accordance with the Limitation of Liability provision set forth in the General Provisions-Information Technology. e) Unless otherwise stated in the SOW, the Contractor shall permanently destroy or render inaccessible any portion of the Data in Contractor's and/or subcontractor's possession or control following the expiration of all obligations in this section. Within thirty (30) days,Contractor shall issue a written statement to the State confirming the destruction or inaccessibility of the State's Data. f) The State at its option,may purchase additional transition services as agreed upon in the SOW. 9) DATA BREACH: Unless otherwise stated in the Statement of Work, a) Upon discovery or reasonable belief of any Data Breach;Contractor shall notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency Contractor shall provide such notification within forty-eight(48) hours after Contractor reasonably believes there has been such a Data Breach. Contractor's notification shall identify: 1) The nature of the Data Breach; 2) The Data accessed,used or disclosed; 3) The person(s)who accessed,used,disclosed and/or received Data(if known); 4) What Contractor has done or will do to quarantine and mitigate the Data Breach;and 5) What corrective action Contractor has taken or will take to prevent future Data Breaches. b) Contractor will provide daily updates, or more frequently if required by the State, regarding findings and actions performed by Contractor until the Data Breach has been effectively resolved to the State's satisfaction. c) Contractor shall quarantine the Data Breach,ensure secure access to Data, and repair SaaS as needed in accordance with the SLA. Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract. d) Notwithstanding anything to the contrary in the General Provisions - Information Technology, in performing services under this Contract, and to the extent authorized by the State in the Statement of Work, Contractor may be permitted by the State to use systems, or may be granted access to the State systems, which store, transmit or process State owned, licensed or maintained computerized Data consisting of personal information, as defined by Civil Code Section 1798.29 (g). If the Contractor causes or knowingly experiences a breach of the security of such Data, Contractor shall immediately report any breach of security of such system to the State following discovery or notification of the breach in the security of such Data. The State's Chief Information Security Officer, or designee, shall determine whether notification to the individuals whose Data has been lost or breached is appropriate. If personal information of any resident of California was, or is reasonably believed to have been acquired by an unauthorized person as a result of a security breach of such system and Data that is not due to the fault of the State or any person or entity under the control of the State, Contractor shall bear any and all costs associated with the State's notification obligations and other obligations set forth in Civil Code Section 1798.29(d)as well as the cost of credit monitoring, subject to the dollar limitation, if any,agreed to by the State and Contractor in the applicable Statement of Work. These costs may include, but are not limited to staff time, material costs, postage, media announcements, and other identifiable costs associated with the breach of the security of such personal information. e) Contractor shall conduct an investigation of the Data Breach and shall share the report of the investigation with the State.The State and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State,its agents and law enforcement. 10) DISASTER RECOVERY/BUSINESS CONTINUITY: Unless otherwise stated in the Statement of Work, a) In the event of disaster or catastrophic failure that results in significant Data loss or extended loss of access to Data, Contractor shall notify the State by the fastest means available and also in writing,with additional notification provided to the Chief Information Security Officer or designee of the contracting agency.Contractor shall provide such notification within twenty-four(24)hours after Contractor reasonably believes there has been such a disaster or catastrophic failure.In the notification,Contactor shall inform the State of: 1) The scale and quantity of the Data loss; 2) What Contractor has done or will do to recover the Data and mitigate any deleterious effect of the Data loss;and 3) What corrective action Contractor has taken or will take to prevent future Data loss. 4) If Contractor fails to respond immediately and remedy the failure,the State may exercise its options for assessing damages or other remedies under this Contract. REVISED AND EFFECTIVE SEPTEMBER 8, 2014 PAGE 22 OF 23 Attachment A - Subordinate Agreement MA-060-16011934 Page 42 of 60 CALIFORNIA MULTIPLE AWARD SCHEDULES (CMAS) STATE MODEL CLOUD COMPUTING SERVICES SPECIAL PROVISIONS (Software as a Service) b) Contractor shall restore continuity of SaaS, restore Data in accordance with the RPO and RTO as set forth in the SLA, restore accessibility of Data,and repair SaaS as needed to meet the performance requirements stated in the SLA. Failure to do so may result in the State exercising its options for assessing damages or other remedies under this Contract. c) Contractor shall conduct an investigation of the disaster or catastrophic failure and shall share the report of the investigation with the State. The State and/or its authorized agents shall have the right to lead (if required by law) or participate in the investigation. Contractor shall cooperate fully with the State,its agents and law enforcement. 11) EXAMINATION AND AUDIT: In addition to the Examination and Audit provision set forth in the General Provisions - Information Technology,unless otherwise stated in the Statement of Work: a) Upon advance written request, Contractor agrees that the State or its designated representative shall have access to Contractor's SaaS, operational documentation, records and databases, including online inspections, that relate to the SaaS purchased by the State. b) The online inspection shall allow the State,its authorized agents,or a mutually acceptable third party to test that controls are in place and working as intended. Tests may include,but not be limited to,the following: 1) Operating system/network vulnerability scans, 2) Web application vulnerability scans, 3) Database application vulnerability scans,and 4) Any other scans to be performed by the State or representatives on behalf of the State. c) After any significant Data loss or Data Breach or as a result of any disaster or catastrophic failure,Contractor will at its expense have an independent, industry-recognized, State-approved third party perform an information security audit. The audit results shall be shared with the State within seven(7)days of Contractor's receipt of such results. Upon Contractor receiving the results of the audit, Contractor will provide the State with written evidence of planned remediation within thirty(30)days and promptly modify its security measures in order to meet its obligations under this Contract. 12) DISCOVERY: Contractor shall promptly notify the State upon receipt of any requests which in any way might reasonably require access to the Data of the State or the State's use of the SaaS Contractor shall notify the State by the fastest means available and also in writing, with additional notification provided to the Chief Information Security Officer or designee of the contracting agency, unless prohibited by law from providing such notification. Contractor shall provide such notification within forty-eight(48)hours after Contractor receives the request. Contractor shall not respond to subpoenas, service of process, Public Records Act requests, and other legal requests directed at Contractor regarding this Contract without first notifying the State unless prohibited by law from providing such notification. Contractor agrees to provide its intended responses to the State with adequate time for the State to review, revise and, if necessary, seek a protective order in a court of competent jurisdiction. Contractor shall not respond to legal requests directed at the State unless authorized in writing to do so by the State. REVISED AND EFFECTIVE SEPTEMBER 8, 2014 PAGE 23 OF 23 ATTACHMENT B Cost/Compensation Everbridge Quotation (see separate attachment) eve r b r i d ge 500 N Brand Blvd,Suite 1000 tel:888.366.4911 wwwevernridgexom Giendrle CA 91203 LISA fax:818.484.2299 QUOTATION Quote Number:00020602 l of2 Prepared Tony Bernard Quotation Date: December 30,2015 for: Orange County CA Quote Expiration Date: June 30,2016 333 W.Santa Ana Blvd. Rep: Patrick Shiver Santa Ana,CA 92882 (818)230-9724 patrick.stuver@everbddgemall.com Contract Summary Information Contract Period: 3 Years Contract Optional Years: 2 Years MN Contacts up to: 50,000 MN Households up to: 1,250,000 ANNUAL SUBSCRIPTION-See attached Product Inclusion Sheets for product details. Service Fee Type 2�y Unit Price Total Price Everbridge IPAWSMEA Notification Recurring 1 $23,400.00 $5,000.00 Everbridge Mass Notification(MN)with Unlimited Domestic Minutes Recurring 1 $467,550.00 $390,000.00 Incident Management-Incident Communications Recurring 1 $117,000.00 $0.00 PREMIUM FEATURES/USAGE Service Fee Type Oly. Unit Price Total Price Everbridge ContactBridge Recurring 1 $58,500.00 $0.00 Everbridge Community Engagement Recurring 1 $78,000.00 $50,000.00 Aeverbridge �,�,,,,o� �,. ..I MP,4F122% . J: -(P G�1 "5;� Irf• W: 6 22��1 QUOTATION Quote Number:00020602 2 of PROFESSIONAL SERVICES Service Fee Tvoe %M Unit Price Total Price Platinum Plus Package Recurring 40 $325.00 $13,000.00 Premium Implementation One-Time 1 $8,000.00 $8,000.00 Platinum Plus Package One-Time 40 $325.00 $13,000.00 Pricing Summary: Year One Fees': $479,000.00 One-time Implementation and Set Up Fees: $0.00 Total Year One Fees: $479,000.00 Subsequent Years)Ongoing Annual Recurring Fees: $458,000.00 Optional Years)Ongoing Annual Recurring Fees: $458,000.00 ATTACHMENT C Everbridge Inclusion Sheet (See separate attachment) Aleverbridge SYSTEM INCLUSION Everbridge Mass Notification Everbridge Mass Notification allows users to send notifications to individuals or groups using lists,locations,and visual intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols,an elastic infrastructure, advanced mobility, interactive reporting and analytics,adaptive people and resource mapping to mirror your organization,and true enterprise class data management capabilities to provide a wide array of data management options.Below is a list of key system inclusions with your new Everbridge Mass Notification system. Usage Unlimited Domestic Emergency Alerts and Testing Messages Unlimited Domestic Non-Emergency Alerts Messaging 'Usage above applies to notifications generated through the Everbridge Manager user interface. Automated notifications are subject to additional fees. Core Platform Access Unlimited Administrators for web-based portal to initiate messages,reporting,and administration Unlimited Administrators for ContactBridge Application (iOS,Android)and Mobile Optimized Notification Site(for Blackberry,Windows 10,etc.) Two(2)Organization with unlimited nested static and dynamic groups Access to Everbridge Elastic Infrastructure for message delivery Custom branded community opt-in portal with custom fields and opt-in subscriptions Flexible role-based access controls to manage user permissions Access to Real-Time Dashboard,Notifications Library,Everbridge Universe,and Custom Reporting Key Notification Features Integrated GIS/Map-based, rule-based,group-based,or individual contact selection Ability to send standard, polling,or on-the4ly'One-Touch'Conference Call messages One-screen broadcast creation workflow to speed message creation and reduce human error Everbridge Network to access situational intelligence&notifications shared by other public and private groups Publish notifications directly to Websites and services that support API access via HTTPS using'Web Posting' Contact filtering based on custom criteria Map-based drawing and selection tools and imported shape files(e.g.Google Maps,Bing Maps, ESRI) Automatic address geo-coding for contacts Organization specific customizable caller ID,greetings,and broadcast settings SMPP based SMS text messaging Multi-language Text to Speech Engine and Custom Voice Recording Real-time reporting for improved situational awareness and easier after action analysis 5 Live Operator Message Initiations per year Interactive Dashboard for Organizational Activity Summary Unlimited Notification Templates Self-service Single Contact Record Adjustments Self-service Contact Import via CSV Upload Bulk Contact Management Automation via Secure FTP Set-up,Implementation&Support Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support(phone,web,email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager Aeverbridge SYSTEM INCLUSION Everbridge Community Engagement(SLG) The Community Engagement solution supports active and engaged communities with: • An Easy Opt-In System Gathering and managing emergency management opt-ins from residents can be difficult.Connecting and engaging with as many citizens as possible, however, allows community reach to be quickly expanded. • Keyword Opt-In: Allow large groups of people to easily opt-in to a database by texting a keyword. Includes 5 keywords. Additional keywords may be purchased. • Resident Opt-in by Zip Code: Residents can easily sign up for community alerts by texting their zip code to 888777 • Foster a Two-Way Dialogue with Social Media Integration With the help of Community Engagement's social media integration, neighbors can share valuable information,suggest ways to collectively address safety concerns, plan public events and more. • Empower Residents to be Eyes and Ears of the Community Residents can be valuable resources for law enforcement.Through the use of Everbridge's Community Engagement solution, police and other local authorities empower residents to invest in their community through outreach, collaboration and shared leadership. • Enable Real-Time Alerts with Mobile App Everbridge's OneBridge Mobile App is a free smartphone application that allows residents to receive real-time alerts and safety information from agencies.The OneBridge Mobile App provides a two-way engagement between residents, local public safety organization and emergency management. Access • Unlimited Administrators, Dispatchers,and Group Managers for web-based portal to initiate and manage messages • Unlimited Administrators, Dispatchers,and Group Managers for web-based portal to post messages to social media. Usage • Unlimited Web Messages • Unlimited Facebook&Twitter Notifications Kev Features Alerts X Advisory x Community x Unlimited Nixie SMS x Unlimited Email X Multiple Email Attachments x Web Publications x Social Media IFacebook&Twitter) x Aleverbridge SYSTEM INCLUSION Location Targeting:City/Town Name or Zip Code x Messaging templates x Email templates x Google Public Alerts x Multiple Admin&User Accounts x Social Media Reporting x SMS,Email,Delivery Stats x Provisioning Services including account&user setup X Set-up,Implementation,and Support Self Service Administrative Set-up,Configuration and Default Preferences Unlimited Access to Everbridge University 24x7 Customer Support(phone,web,email) Global Support/Operations Centers Dedicated Account Manager Aeverbridge SYSTEM INCLUSION Everbridge ContactBridge Everbridge ContactBridge application allows users to aggregate mobile recipient feedback in a single communications place enabling decision makers to communicate efficiently with first responders, and their employees and constituents. Below is a list of key system inclusions with Everbridge ContactBridge Application. Usage Unlimited Outbound Notifications to Everbridge Mobile Recipient Application via ContactBridge Notifications Unlimited Inbound Notifications from Everbridge Mobile Recipient Application Access Single Web interface console to display aggregated Information Unlimited administrator access to the Everbridge System Key Notification Features Fully integrated with Everbridge Mass Notification Custom threshold rules and settings for ContactBridge initiated messages • Define messages and key recipients upon threshold trigger • Visual and automated alerts when Threshold is reached Receive and display images,comments and location information from contacts Advanced Graphical Reporting including Geographic locations if available Recipient ContactBridge Application for iOS and Android Devices Set-up&Implementation Access to a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Creation and Test Notification Support Unlimited Access to Everbridge University 24x7 Customer Support(phone,web,email) Global Support/Operations Centers Dedicated Account Manager For a full product description,along with best practices and product details please see the Everbridge User Guide and Everbridge University. Aleverbridge SYSTEM INCLUSION Everbridge Incident Communications Delays and errors in operational communications happen every day increasing recovery times, impacting revenue and increasing risk. Everbridge Incident Communications automates your notification procedures by allowing users to select pre-defined messages and processes to use for a specified incident and then determining the correct list of stakeholders and responders. Access 1 (one)Incident Management Organization Unlimited Incident Administrator and User seats Key Features Unlimited Incident Templates' Incident Templates supporting different messages&delivery settings based on notification phase(New, Update,Close) Multi-step workflow that prompts users to add required incident details Incident communication logging for all broadcast and confirmations Incident journal to capture additional details not included in incident communications Reporting of all incident communications details and responses in a PDF format Custom reports analyze incident communications effectiveness Communication broadcasts and confirmations include audit trails and timestamps Search across incidents using status, user,type and date Real-time incident dashboard for operators showing all open incidents Set-up,Implementation,and Support Up to 10 total hours of a dedicated Implementation Specialist inclusive of Mass Notification Implementation Self Service Administrative Set-up,Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support(phone,web,email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager •Messaging Minutes consumed by Telephone,SMS Text,Pager&Fax broadcast paths are not included For a full product description,along with best practices and product details please see the Everbridge User Guide and Everbridge University. Aeverbridge Implementation - Premium Overview fi11 IuueupreS NS SAS pies entatNn)ReP3url eP The Premium Implementation is designed to provide Pv NINnW3rtal clients a rapid R01 on their Everbridge investment by P Knowledgebase accelerating the onboarding process and delivering services and best practices for s ass i otification and Pv NversrhIgepnNerPlty stteractive cisibidty>fdnctionadWnAp-day)on-site P Up to 10 hours of an implementation event. The Premium Implementation package includes Ppel NINL a)dedicatedyb p(eb entation)speciadst)Lo)b anage P Up to 24 hours of a Professional Services the on boarding 3nPuftant g process and an onsite Everbridge s rofessionagbervices)consdda nt)to)provide)strategic advice and training,tailored to your organization. Time Frame Key Milestones sreb idb i verbridgeyb p(Bb entationys)dedveredyas ORIENTATION a three-day(consecutive) event, including two days This call will provide an orientation to ofNb p(eb entation/best)practices,)and)one)day)of NversrNgeys pleS entatlgnyeMurl eP�anup training delivery. The entire implementation process revN1 )Bf)preparatNintnel ePF'ary3Y3tl 3nuul tea including the onsite consultation and training is Ril I ePPfulA pies entatUm coordinated)by)a)dedicatedgb p(?b entation)speciadst\ PLANNING AND DESIGN SERVICES Consultant facilitates the development of a +y Access to an Implementation Specialist for up to 10 hours uepl3yS ent)plan,)PyReS wePlgn,Jenuwata to deliver an Everbridge Orientation,gather requirements, S anages ent)Ptrategr establish an agenda for the onsite engagement,and close CONFIGURATION AND READINESS out activities after the onsite event. SERVICES +yOnsite events targeted to be completed with 4 weeks of Hands on configuration of the system 13Utral ttuatei NJ IuuNgtuatatanug 3ntenW3auNg4 Pevel3p pr3graS t1`3rpyReS yeauNePP +y Additional implementation specialist or consultant hours EDUCATION SERVICES are billable at$250/hr. N3npultantyuelNerNraWWgtl IaMeRA3tuPerP customized by role and reflective of the specific configuration of the client. W W W.EVERWAGE.ENW Scope A Premium Implementation will provide the following: +y An initial orientation call to introduce on-boarding resources, including the Everbridge Client Portal, knowledgebase articles library, Everbridge University. This call will also be used to develop the agenda for the 3U+rtbNal tNrtfr3++ +y2 days of workshops,customized seminars,and hands on configuration of the Everbridge environment geared to accelerate system and organizational readiness. +y 1 day of customized training for administrators as well as end users. +y Documented guides,project plans,and best practices customized for each organization. Key Milestones ORIENTATION The purpose of the orientation call is to prepare for the implementation process. The Everbridge specialist will provide an overview of the implementation process to key client stakeholders, introduce the stakeholders to the various implementation resources, provide a short, interactive demo and access to a live, working account preloaded with default templates and settings. Orientation calls will be held within 5 days of the completion of your order processing. The specialist will also provide a checklist of actions to be completed in order to kick-off the implementation process. The Call Agenda will include the following: +y Revrdl 9 3S S uUNatW g3al+/u+eq a+e+ +y Revrdl A pleS eUtatr%Uypr31 e++ +y Review resources available to the client +y Develop agenda and success criteria for the onsite engagement +y Review the Getting Started checklist +y Implementation specialist will provide a demo of the product showing how to create a new user, how to create a contact,how to send a message using a pre-loaded test template. At the conclusion of the demo, the customer will be provided with their live,production account. Time: 1.5-2 hours WWW.EVERBRINGE.EUW P EVERBRINGE IWMEWEECAGME 20malP' ONSITE DAY 1- PLANNING AND DESIGN The Kick-off call will be held as soon as the actions on the Getting Started checklist are complete, but no later than 3 weeks after the Orientation Call.The agenda will include the following items: s yConduct planning workshop to review project plans and functional requirements with key stakeholders syDesign the organization hierarchy to provide a structure that is optimized to support existing andypotentiagfdtdreyregdireb ents syLead seminar to define and implement access control structure optimized for each user role typeyandyintendedydsage syDevelop a comprehensive contact data management strategy including a detailed review of data sources, field mappings, and synchronization. Time: 1 hours ONSITE DAY 2 - CONFIGURATION AND READINESS The second day will be focused on configuration of the system, data loading, content development, and functional testing. Organization readiness plans will be reviewed and finalized. All activities will be facilitated by the consultant, but executed by client representatives to maximize knowledge transfer and skill development. Activities include: syFinalize configuration settings syEb pa?b entyportagstrategy syi reateynotificationyteb pa atesyandyreviecybroadcastydbrary syExecute initial contact data load and test update methodology sys evempyspecificyprograb syforyac arenessyforypdbacyopt-in)orycorporateysysteb -c ideytesting) syi onfigdreyinitiagreportingypac-age syFinalize training and organizational awareness plan syDevelop stakeholder presentation Time: 1 hours WWW.EVERMAGEDAW 3 EVERBRIWGE MMEWEEC40Nf ONSITE DAY 3 - EDUCATION AND CLOSE OUT To oBormf IBGp\tl c\brBef dBtf iG CgB:lf ppep®illfe @oGdl c\bd6 pli0eperiBedEBeloo l pj Ilf BI pBor each course is attached): Mass Notification Administrator Course - comprehensive system training targeted to users in the Organization or Account Administrator roles Mme:::t :f ours Mass Notification User Course - comprehensive system training targeted to users in the Grol pESef derBole Mme:::t :f ours The remaining activities to complete the implementation process will be completed at the close ofPfjBI Final Stakeholder Presentation - Keeping key stakeholders in the organization advised on the status of implementation and organizational readiness is critical to ongoing success with the system. This presentation can ensure continuous alignment and project governance. Mme:::t :f our Project Close-Out Meeting-The meeting will provide a final opportunity for the client to review open tasks with the implementation specialist and complete a functional test of the pj p\13mI Mme:::t :f our Everbridge University sverbridgebniversitylDn-Lined-earningb Mules sverbridgelvniversityt0n-Litet7raining I b I relEAntinuH USglevaiiabietandlaeelaultustwners I b Scheduled and delivered based on your needs andlsartnersbWhearnbrtreview I b sWVers vwe-basedirwirsesUmIJ dministratwsbr I b Use Adobe flash videos with audio narrations vsers I b Self-paced training that allows students to learn 1 b Courses are taught by Everbridge instructors who when they have time and at their own pace aretsub)ecUmatterlexserts I b lust-in-timehearninglusinglamaujawcusedlEmtent I b veinavicesltrainingtewitenttdemmstratiHnsMn mwiuies your Everbridge portal with your features I b No travel or facilities required,the classroom is I b I resarestywurtteamlar sverbridge I ass anywhere a learner has Internet access Notification Certification WWW.EVERMEIGC10W ATTACHMENT D Everbridge GSA Approved End User License Agreement (See separate attachment) A everbridge GSA Approved End User License Agreement This End User License Agreement ("Agreement') is specified by Everbridge. Customer shall have sole entered into by and between Everbridge, Inc. ("Everbridge"), responsibility for the accuracy, quality, integrity, legality, and the client identified on the Quote ("Customer"), effective reliability, and appropriateness of all Customer Data. By on the date of Customer's signature on the Quote ("Effective purchasing the Service, Customer represents that it has the Date"). Everbridge and Customer are each hereinafter right to authorize and hereby does authorize Everbridge and its sometimes referred to as a "Party" and collectively, the "Service Providers" to collect, store and process Customer "Parties". Data subject to the terms of this Agreement. "Service Providers"shall mean communications carriers, data centers, 1. SERVICE. Everbridge shall provide Customer access to collocation and hosting services providers, and content and its proprietary interactive communication service(s) (the data management providers that Everbridge uses in providing "Service(s)") subject to the terms and conditions set forth in the Service. Customer shall maintain a copy of all Customer this Agreement and the description of services and pricing Contact data that it provides to Everbridge. Customer provided in the applicable quote (the "Quote"). If applicable, acknowledges that the Service is a passive conduit for the Everbridge shall provide the training and professional services transmission of Customer Data and Everbridge shall have no set forth in the Quote. Everbridge shall provide Customer with liability for any errors or omissions or for any defamatory, login and password information for each User (as defined libelous, offensive or otherwise objectionable or unlawful below) and will configure the Service to contact the maximum content in any Customer Data, or for any losses, damages, number of households (each a "Contact') set forth on the claims, suits or other actions arising out of or in connection Quote. with any Customer Data sent, accessed, posted or otherwise 2. PAYMENT TERMS. Customer shall pay the fees set transmitted via the Service. forth in the Quote ("Pricing"). If Customer exceeds the usage 4. TERM. This Agreement will commence on the Effective levels specified in the Quote, then Everbridge may invoice Date and will continue in full force and effect until all executed Customer for any overages at the established rates. Quotes have terminated. Everbridge shall invoice Customer annually in advance. All payments shall be made within thirty (30)days from receipt of 5. TERMINATION;SUSPENSION. invoice. 5.1 Termination by Either Party. [Intentionally 3. CUSTOMER RESPONSIBILITIES. Deleted] 3.1 Users. If Customer has purchased Mass 5.2 Termination by Everbridge. [Intentionally Notification, Customer shall in its discretion authorize certain of Deleted] its employees and contractors to access that Service. If Customer has purchased Incident Management, Customer 5.3 Suspension. Everbridge may suspend, with or shall authorize only those employees or contractors who are without notice, the Service or any portion for (i) emergency Incident Operators (as defined on Exhibit A) or Incident network repairs, threats to, or actual breach of network Administrators(as defined on Exhibit A)to access that Service. security; or (ii) any legal, regulatory, or governmental Collectively, Customer's employees and contractors who are prohibition affecting the Service. In the event of a suspension, authorized to access any Service as provided above are Everbridge shall use its best efforts to notify Customer and referred to as "User(s)". Each User must be bound in writing reactivate any affected portion of the Service as soon as to confidentiality obligations sufficient to permit Customer to possible. fully perform its obligations under this Agreement. Customer 6 PROPRIETARY RIGHTS. shall undergo the initial setup and training as set forth in the Implementation — Standard inclusion sheet provided with the 6.1 Grant of License. Everbridge hereby grants to Quote. The Implementation sheet provides a detailed list of Customer, during the term of this Agreement, a non-exclusive, the services included as part of the implementation purchased non-transferable, non-sublicensable right to use the Service and the corresponding timelines. If Customer fails to complete subject to the terms and conditions of this Agreement. Upon the Implementation process within the sixty (60) day suspension of the Service or termination of this Agreement for timeframe, Customer must purchase any additional any reason,the foregoing license shall terminate automatically implementation services. Customer shall be responsible for: (i) and Customer shall discontinue all further use of the Service. ensuring that Users maintain the confidentiality of all User login and password information; (ii) ensuring that Users use the 6.2 Restrictions. Customer shall use the Service Service in accordance with all applicable laws and regulations, solely for its internal business purposes and shall not make the including those relating to use of personal information; (iii)any Service available to, or use the Service for the benefit of, any breach of the terms of this Agreement by any User; and (iv)all third party except as expressly contemplated by this communications by Users using the Service. Customer shall Agreement. Customer shall not: (i) copy, modify, reverse promptly notify Everbridge if it becomes aware of any User engineer, de-compile, disassemble or otherwise attempt to action or omission that would constitute a breach or violation of discover or replicate the computer source code and object this Agreement. code provided or used by Everbridge in connection with delivery of the Service (the "Software") or create derivative 3.2 Customer Data. "Customer Data" is all works based on the Software, the Service or any portion electronic data transmitted to Everbridge in connection with the thereof; (ii) merge any of the foregoing with any third party use of the Service, including data submitted by Contacts. software or services; (iii) use any Everbridge Confidential Customer Data provided by Customer shall be true, accurate, Information to create a product that competes with the current and complete, and shall be in a form and format End User License Agreement GSA(based on CPA v3 7.30.13) 1 Software; (iv) remove, obscure or alter any proprietary notices 8. WARRANTIES;DISCLAIMER. or labels on the Software or any portion of the Service; (v) create internet "links" to or from the Service, or "frame" or 8.1 Everbridge Warranty. Everbridge shall use "mirror"any content forming part of the Service, other than on commercially reasonable efforts to provide the Services herein Customer's own intranets for its own internal business contemplated. To the extent professional services are purposes; (vi) use, post, transmit or introduce any device, provided, Everbridge shall perform them in a professional software or routine (including viruses, worms or other harmful manner consistent with industry standards. code) which interferes or attempts to interfere with the 8,2 Disclaimer. NEITHER EVERBRIDGE NOR ITS operation of the Service;(vii)use the Service in violation of any LICENSORS WARRANT THAT THE SERVICE WILL applicable law or regulation; or (viii) access the Service for OPERATE ERROR FREE OR WITHOUT INTERRUPTION. purposes of monitoring Service availability, performance or WITHOUT LIMITING THE FOREGOING, IN NO EVENT functionality, or for any other benchmarking or competitive SHALL EVERBRIDGE HAVE ANY LIABILITY TO purposes. CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY 6.3 Reservation of Rights. Other than as expressly FOR PERSONAL INJURY (INCLUDING DEATH) OR set forth in this Agreement, Everbridge grants to Customer no PROPERTY DAMAGE ARISING FROM FAILURE OF THE license or other rights in or to the Service,the Software or any SERVICE TO DELIVER AN ELECTRONIC other proprietary technology, material or information made COMMUNICATION, HOWEVER CAUSED AND UNDER ANY available to Customer through the Service or otherwise in THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN connection with this Agreement (collectively, the "Everbridge ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Technology"), and all such rights are hereby expressly g,3 Customer Representations and Warranties. reserved. Everbridge (or its licensors where applicable) owns Customer represents and warrants that during use n the and any Everbridge Technology,, and all patent, copyright, all rights, title and interest in and the Service, the Software Service, Customer shall (i) clearly and conspicuously notify trade secret and other intellectual property rights("IP Rights") Contacts of the way in which their personal information shall be therein, as well as (1) all feedback and other information used, and (ii) have primary safety and emergency response (except for the Customer Data) provided to Everbridge by procedures including, without limitation, notifying 911 or Users, Customer and Contacts, and (ii) all transactional, equivalent fire, police, emergency medical and public health performance, derivative data and metadata generated in officials (collectively, "First Responders"). Customer connection with the Services. acknowledges and agrees that Everbridge is not a First Responder,and that the Service does not serve as a substitute 7. CONFIDENTIAL INFORMATION. for Customers own emergency response plan, which in the event of an actual or potential imminent threat to person or 7.1 Definition; Protection. As used herein, property, shall include contacting a First Responder prior to "Confidential Information" means all information of a Party using the Service. Customer represents and warrants that all ("Disclosing Party")disclosed to the other Party("Receiving notifications sent through the Service shall be sent by Party"), whether orally, in writing, or by inspection of tangible authorized Users, and that the collection, storage and objects(including,without limitation, documents or prototypes), processing of Customer Data, and the use of the Service, as that is designated as confidential or that reasonably should be provided in this Agreement, will at all times comply with (x) understood to be confidential given the nature of the Customer's own policies regarding privacy and protection of information and the circumstances of disclosure. Confidential personal information; and (y) all applicable laws and Information includes without limitation, any personally regulations, including those related to processing, storage, identifiable Customer Data, all Everbridge Technology, and use, disclosure, security, protection and handling of Customer either Party's business and marketing plans, technology and Data. technical information, product designs, reports and business processes. Confidential Information shall not include any 9. INDEMNIFICATION. information that: (1) is or becomes generally known to the g.1 By Customer. [Intentionally Deleted] public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its 9,2 By Everbridge. Everbridge shall indemnify and disclosure by the Disclosing Party without breach of any hold Customer harmless from and against any Claim against obligation owed to the Disclosing Party; (iii)was independently Customer, but only to the extent it is based on a Claim that the developed by the Receiving Party without breach of any Service directly infringes an issued patent or other IP Right in a obligation owed to the Disclosing Party;or(iv)is received from country in which the Service is actually provided to Customer. a third party without breach of any obligation owed to the In the event Everbridge believes any Everbridge Technology Disclosing Party.The Receiving Party shall not disclose or use is, or is likely to be the subject of an infringement claim, any Confidential Information of the Disclosing Party for any Everbridge shall have the option, at its own expense, to: (i)to purpose other than performance or enforcement of this procure for Customer the right to continue using the Service; Agreement without the Disclosing Party's prior written consent, (ii)replace same with a non-infringing service; (iii)modify such unless (but only to the extent) otherwise required by a Service so that it becomes non-infringing; or (iv) refund any governmental authority. Each Party agrees to protect the fees paid to Everbridge and terminate this Agreement without Confidential Information of the other Party with the same level further liability. Everbridge shall have no liability for any Claim of care that it uses to protect its own confidential information, arising out of (w) Customer Data or other Customer supplied but in no event less than a reasonable level of care. Without content, (x) use of the Service or Software in combination with limiting the foregoing,this Agreement and all terms hereof shall other products, equipment, software or data not supplied by be Everbridge's Confidential Information. Everbridge, (y) any use, reproduction, or distribution of any release of the Service or Software other than the most current release made available to Customer, or(z)any modification of the Service or Software by any person other than Everbridge. 2 10. LIMITATION OF LIABILITY. Except for breaches of any court or other authority of competent jurisdiction to be Section 6, neither Party shall have any liability to the other invalid, illegal or unenforceable, that provision shall, to the Party for any loss of use, interruption of business, lost profits, extent required, be deemed deleted and the remaining costs of substitute services, or for any other indirect, special, provisions shall continue in full force and effect. incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the 11.4 Assignment. Neither this Agreement nor any Party has been advised of the possibility of such damage. rights granted hereunder may be sold, leased, assigned Notwithstanding anything in this Agreement to the contrary, in (including an assignment by operation of law), or otherwise no event shall Everbridge's aggregate liability, regardless of transferred, in whole or in part, by Customer, and any such whether any action or claim is based on warranty, contract, attempted assignment shall be void and of no effect without the tort, indemnification or otherwise, exceed amounts actually advance written consent of Everbridge, which shall not be paid by Customer to Everbridge hereunder during the 12 unreasonably withheld. month period prior to the event giving rise to such liability. 11,5 Governing Law•; Attorney's Fees. This Customer understands and agrees that these ti limits Agreement shall be governed and construed in accordance reflect the allocation of risk between the Parties es and are with the federal laws of the United States of America. essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. 11.6 Notices. Either party may give notice at any time This clause shall not impair the U.S. Government's right to by any of the following: letter delivered by (i) nationally recover for fraud or crimes arising out of or related to this recognized overnight delivery service; (ii) first class postage Agreement under any federal fraud statute. Furthermore, this prepaid mail; or (iii) certified or registered mail, (certified and clause shall not impair nor prejudice the U.S. Government's first class mail deemed given following 2 business days after right to express remedies provided in the schedule contract mailing) to the other party at the address set forth on the (i.e. Price Reductions, Patent Indemnification, Liability for Quote. Either Party may change its address by giving notice Injury or Damage, Price Adjustment, Failure to Provide as provided herein. Accurate Information). 11. MISCELLANEOUS. 11.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 11.1 Non-Solicitation. As additional protection for 11,6 Entire Agreement. [Intentionally Deleted] Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, 11.9 Marketing. Everbridge shall obtain Customer's Customer agrees that it shall not, directly or indirectly, solicit, express written consent in order to reference Customer's name hire or attempt to solicit any employees of Everbridge; and logo as an Everbridge customer in Everbridge provided, that a general solicitation to the public for publications,its website,and other marketing materials. employment is not prohibited under this section. 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the 11.2 Force Majeure; Limitations. Everbridge shall not applicable provisions of Exhibit A shall survive the expiration or be responsible for performance under this Agreement to the earlier termination of this Agreement. extent precluded by circumstances beyond Everbridge's reasonable control, including without limitation ads of God, 11.11 Counterparts. This Agreement may be executed ads of government, Flood, fire, earthquakes, civil unrest, acts in one or more counterparts, all of which together shall of terror, labor problems, computer, telecommunications, constitute one original document. A facsimile transmission or Internet service provider or hosting facility failures, or delays copy of the original shall be as effective and enforceable as the involving hardware, software or power systems, and network original. intrusions or denial of service attacks. The Service delivers information for supported Contact paths to public and private 11.12 Export Compliant. Neither Party shall export, networks and carriers, but cannot guarantee delivery of the directly or indirectly, any technical data acquired from the other information to the recipients. Final delivery of information to pursuant to this Agreement or any product utilizing any such recipients is dependent on and is the responsibility of the data to any country for which the U.S. Government or any designated public and private networks or carriers. Customer agency thereof at the time of export requires an export license acknowledges and agrees that territories outside the U.S. and or other governmental approval without first obtaining such Canada may have territorial restrictions resulting from license or approval. applicable law, telecommunications or internet infrastructure 11,13 Equal Employment Opportunity. Everbridge, limitations, telecommunications or internet service provider Inc. is a government contractor and is subject to the policies, or communication device customizations that may requirements of Executive Order 11246, the Rehabilitation inhibit or prevent the delivery of certain SMS, text or other Assistance Act and VEVRAA. Pursuant to these requirements, notifications, or restrict the ability to place or receive certain the Equal Opportunity Clauses found at 41 Code of Federal calls such as outbound toll free calls. Everbridge shall have no Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), liability to the extent such restrictions impede the Service. sections 60-300.5 (1-11) and sections 60-741.5 (a) (1-6) are 11.3 Waiver; Severebility. The failure of either Party incorporated herein by reference as though set forth at length, hereto to enforce at any time any of the provisions or terms of and made an express part of this Agreement. this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by 3 Exhibit A Additional Business Terms The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described in the Customers Quote. "Data Feed"means data content licensed by third parties to Everbridge and supplied to Customer through the Service (e.g.,real time weather system information and warnings,and third party maps). "Incident Administrator'means an individual who is authorized by Customer as an organizational administrator for the Incident Management Service. "Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management Service. "Premium Features"means the products and services listed on the Premium Feature List attached to the Quote. 1. Data Feeds;Other Data. Notwithstanding anything to the contrary in this Agreement,to the extent that Customer has purchased or accesses Data Feeds,the sole and exclusive remedy for any failure,defect,or inability to access such Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed. In addition,to the extent Customer has purchased a feature that allows Customer to monitor,and utilize information and data from other sources not supplied by Everbridge directly(e.g.,Twitter)(collectively"Other Data"), Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to all Other Data. 2. Incident Management. For Customers purchasing the Incident Management Service: (a) Customers may only designate the number of Incident Operators and Incident Administrators set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role;(b) Incident Administrators shall have the ability to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have the ability to launch or manage incidents; and (d) Customer shall be provided the number of incident templates purchased pursuant to the Quote. If Customer exceeds the number of Incident Operators, Incident Administrators or incident templates purchased, Customer shall be charged the applicable fees then in effect for additional Incident Operators, Incident Administrators or incident templates,as applicable. a Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • Effective: June 30, 2008 Revised: May 24, 2016 I. PURPOSE The purpose of this document is to outline the Standard Operating Procedures for the use and administration of AlertOC, the Orange County Public Mass Notification System, hereinafter referred to as "System". This document will provide more specific step-by-step procedures and roles and responsibilities at the regional level including describing expectation of participants. Individual jurisdictions/agencies should create and maintain and regional concepts. The step-by step procedures for activation and use will be maintained in a separate document maintained by each jurisdiction/agency as a part of their emergency response plans for overall planning and response efforts. A copy of these procedures shall be maintained in PrepareOC. This document does not supersede any policy and procedures outlines in the Memorandums of Understandings signed by participating agencies, but should be used to support the use of the Orange County Mass Notification System. II. SYSTEM DESCRIPTION The primary intent of the Countywide Public Mass Notification System is to disseminate early warning and time sensitive information to county businesses and residents during time of an emergency event. The Public Mass Notification System is only one component of the County of Orange Public Warning System. As deemed fit by local authorities, the System should be used in conjunction with the other public warning mechanisms including, but not limited to, route alerting, the Emergency Alert System, sirens, and press releases. The Mass Notification System is available 24/7 and has been pre-loaded with Orange County landline phone numbers (including unlisted) and countywide geographic maps. Additionally, citizens have the option to provide additional contact information via self- registration portal www.alertoc.com with link access from county and all participating entity websites. Upon local authority decision to activate, the System will be used to send a message, describing the situation and recommended action the public should take, to affected businesses and households via telephone, e-mail and/or text. The County of Orange, Orange County Sheriff's Department is the sponsor of the Countywide Public Mass Notification System initiative and will take appropriate measures to ensure that the System is in a state of operational readiness at all times. It is the responsibility of all participating Agencies to maximize citizen benefits from the System. While the County's intent for implementing and maintaining the System is for "emergency" use, upon consent from local authorities, cities may optionally use the System to disseminate "government-related" non-emergency notifications to citizens and organization resources within its jurisdiction. See Section V. Authorized Use and Section VIII. Cost for policy guidelines relating to non-emergency use. Page 1 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • III. GOVERNANCE The Orange County Sheriff's Department Emergency Management Division will manage the Mass Notification System as a countywide asset under the Policy and Guidance approved and recommended by the Orange County AlertOC Working Group., and agreed upon by each individual Agency when they opt into the system. Use of the System by each Agency is contingent upon that Agency abiding by the contract with the mass notification vendor, and the protocols established by the Emergency Management Council and Operational Area Executive Board. The System utilizes the 9-1-1 database to complete the notifications. The use of the 9-1-1 database is regulated by the California Public Utilities Code (CPUC) sections 2872 and 2891.1. The information contained in the 9-1-1 database is confidential and proprietary and shall not be disclosed or utilized except by authorized personnel for the purpose of emergency notifications. Any agency in violation of this regulation is subject to criminal charges as described in the CPUC. The Orange County Sheriff's Department Emergency Management Division is responsible to ensure that the provisions of the contract are implemented properly. Authorized users must respect the integrity of the database, understand the privacy issues and fully comply with the policies and protocols outlined in this document. If violations of the MOU and this approved policy document are made by any individual or Agency, the Orange County Sheriff's Department reserves the right to disable that individual's or Agency's login(s). IV. OVERVIEW OF GENERAL SYSTEM FEATURES At minimum, the Orange County Sheriff's Department shall acquire and maintain a Public Mass Notification System capable of meeting the following requirements. A. Licensed for use throughout the County's entire region B. Capacity to send a 45 second message to 10,000 residents and businesses within 10 minutes C. Capacity to send messages via phone, e-mail and text D. Accessible via the public Internet E. Provides audit trail logging and reporting F. GIS map interface for geographic call list generation G. Citizen self-registration web portal (available in English, Spanish and Vietnamese) H. Interactive phone survey technology and reporting I. IVR based notification setup and execution J. Capable of identifying constituents preferred language and sending message in English, Spanish and Vietnamese Page 2 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • V. AUTHORIZED USE The Mass Notification System is designed to be a countywide asset, available to all Agencies that have a dedicated public safety answering point (PSAP) and/or a resident population they are responsible for making protective action recommendations. An Agency may participate in the countywide System at no charge when used for emergency purposes until June 2021. Agencies authorized to join the system at no cost are limited to the incorporated cities in the Orange County Operational Area, County agencies and departments, the Municipal Water District of Orange County and Orange County Retail Water Agencies. Each participating Agency must sign a MOU and will maintain, at minimum, a Local Agency Administrator responsible for implementing and administering use of the System at the local level. Cities Cities wishing to participate may do so by having an authoritative representative sign the "Orange County Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, a vendor provided user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send an unlimited number of emergency notifications to the public as well as an unlimited number of emergency and non-emergency inter-department messages. Each participating City shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. County Users Unincorporated areas of Orange County will have emergency messaging to the public launched by the Orange County Sheriff's Department. All other county agencies may have access to utilize the system for interdepartmental use. Each participating County agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide and provide this guideline to the Orange County Sheriff's Department Emergency Management Division. Water Retail Water Agencies The Municipal Water District of Orange County and Orange County Retail Water Agencies wishing to participate may do so by having an authoritative representative sign the "Orange County Water Retail Agency Public Mass Notification System" MOU. Upon signing the agreement, the Agency will be provided a local administrator account, and the Orange County Sheriff's Department, Emergency Management Division in collaboration with the Municipal Water District of Orange County — Water Emergency response Organization of Orange County (WEROC) will provide a user manual and initial training. Throughout the term of the agreement, the Agency may use the System to send emergency notifications to the public by utilizing pre-established GIS shape files or the system's interactive map feature to identify their water users. Each participating agency shall develop and maintain written procedures to identify and address the Agency's specific use of the System within the scope of this policy guide. Page 3 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • Emergency Use Use of the Mass Notification System for emergency activity contains two components: (1) the need to disseminate critical, safety-related information to individuals regarding emergency events occurring now, follow up information regarding the event and termination of the emergency event., and (2) communicating with safety-responder staff, volunteers and involved parties about the emergency event. As a general rule, the System is to be used when the public is being asked to take some action (e.g. evacuate, prepare to evacuate, shelter in place, boil tap water before drinking, local assistance centers and other follow up information, rentry to an areas after evacuation orders have been lifted or termination of the emergency because the danger has passed). Emergency Public Notifications are limited to: 1. Imminent or perceived threat to life or property 2. Disaster notifications 3. Evacuation notices 4. Public health emergencies 5. Public safety emergencies 6. Any notification to provide emergency information to a defined community The following criteria should be utilized to assist with determining the need to issue an alert: 1. Severity. Is there a significant threat to public life and safety? 2. Public Protection. Is there a need for members of the public to take a protective action in order to reduce loss of life or substantial loss of property? 3. Warning. Will providing warning information assist members of the public in making the decision to take proper and prudent action? 4. Timing. Does the situation require immediate public knowledge in order to avoid adverse impact? 5. Geographical area. Is the situation limited to a defined geographical area? Is that area of a size that will allow for an effective use of the system, given the outgoing call capacity? 6. Are other means of disseminating the information inadequate to ensure proper and time delivery of the information? 7. Is the message being sent follow up information to an emergency event in progress? If the answer to ALL of these questions is "Yes", then an activation of the Mass Notification System for emergency purposes may be warranted. To assist with trigger points for potential message use topics refer to Attachment A Emergency Responder Notifications are limited to: 1. Contacting first responders to advise of an emergency 2. Contacting first responders to report for duty due to an emergency 3. Contacting key staff regarding an emergency or crisis situation Page 4 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • 4. Contacting agency employees/DSWs to report at a different time or location (or provide an update) due to an emergency 5. Exercises Emergency considerations: 1. Notification shall clearly state situation is an emergency 2. Message length shall not exceed 60 seconds 3. It is highly recommended all messages are recorded using a real voice and not the computer transcriber. 4. It is highly recommended to provide a phone number or website where the public can obtain additional or updated information 5. An all clear notification should be sent when applicable A. Inter-Department Communication City and County Agencies may use the Mass Notification System for non-emergency inter- departmental business communication as needed, without cost. It is recommended that individual Agencies identify where this would add value to their operations and establish separate written protocols and procedures for this use. B. Non-Emergency Public Use No agency shall use the Mass Notification System for non-emergency public announcements unless a separate contract with the vendor is established. Non-emergency use shall be consistent and in compliance with the non-emergency guidelines included within. Any agency in violation of this term may have their use of the system suspended. Additionally, E 911 data is not allowed to be utilized for non emergency use according to the law California Public Utilities Code (CPUC) sections 2872 and 2891.1 and violators may be subject to criminal enforcement. Jurisdictions will be limited to utilizing the self-registering portal entry data only when launching non-emergency messages. Agencies who contract to use the countywide System for non-emergency activity agree to give precedence to emergency notification call-outs by delaying or terminating non- emergency notification sessions if needed to increase emergency message success. The primary concern for point of failure in this situation is not the Mass Notification System, but the telephone port capacity of local phone providers responsible for delivering calls to residents. Cost associated with non-emergency public notifications is the responsibility of the local Agency, See section VIII. Non-emergency public notification use is prohibited for any of the following purposes: 1. Any message of commercial nature 2. Any message of a political nature 3. Any non-official business (e.g. articles, retirement announcements, etc.) 4. To send a message to an E911 obtained data source; see Section III, Governance, for additional information relating to E911 data use restrictions Page 5 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • C. Confidentiality Agencies shall be responsible for: (i) ensuring that users maintain the confidentiality of all user login and password information; (ii) ensuring that users use the service in accordance with all applicable laws and regulations, including those relating to use of personal information; (iii) any breach of the terms of this policy or the vendor agreement by any user; and (iv) all communications by users using the service. Agencies shall promptly notify the Orange County Sheriff's Department and the vendor if it becomes aware of any user action or omission that would constitute a breach or violation of this policy or the vendor agreement. Through the "Memorandum of Understanding between the County of Orange and Participants for use of Countywide Mass Notification System," each agency is bound in writing to the confidentiality obligations sufficient to permit agencies to fully perform its obligations under this policy or the vendor agreement. VI. AUTHORIZED SYSTEM USERS A. Public Notifications In general, use of the system in most cities is the responsibility of the local law enforcement agency. Since law is responsible to make alert, notification and evacuation orders. However, others may also be authorized to make notifications will be officials including , emergency management, fire and city manager departments. County Administrator: The Orange County Sheriff's Department will act as the Countywide Public Mass Notification System County Administrator. County Administrator responsibilities are covered in section IX. System Administration and Operation. County User: Orange County Sheriff's Department Emergency Communication Division (9- 1-1 dispatch), Control One and Emergency Management Division personnel will be setup as "County" users. County Users will have permission to access and launch emergency notifications to all jurisdictions within Orange County consistent with County Operational Area public safety response guidelines. All other county agencies will have permission to execute inter department notifications. The Orange County Emergency Operations Center, when activated will be responsible for all public notifications to unincorporated areas during an emergency. For day to day use of the system for public safety incidents including but not limited to hazmats, felony crimes with suspects still at large, the Orange County Sheriff's Department Commander will be responsible for execution of messages. Local Agency Administrator: A minimum of one designated Local Agency Administrator will be required for each Agency participating in the countywide System. Local Agency Administrator responsibilities are covered in section IX. System Administration and Operation. Local Agency User: Participating Agencies may have an unlimited number of Local Agency Users. Local Agency Users will have access to resident contact records within their Page 6 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • jurisdiction as well as neighboring jurisdictions with an established MOU agreement. Local Agency Users will be authorized and managed by the Local Agency Administrator and may have varied system permissions. Any City jurisdiction who has contracted police services shall grant and provide access to their jurisdictions system in order to launch messages in a timely manner. • Water agencies are identified as local users under the Orange County Sheriff's Department Emergency Management Division. Inter-Department User: Inter-departmental users will have permission to inter-departmental contact information only and are authorized to use the system solely for inter-departmental communication including but limited to first responder or volunteer call-outs. Additional user for special contact groups including In House Special Services (IHSS), access and functional need cliental may be established with prior authorization from the Orange County Sheriff's Department to ensure no vendor contract violations are occurring. VII. ACTIVATION OF THE SYSTEM Each City Jurisdiction is responsible for launching messages to affected citizens and businesses within their jurisdiction. Determination of authority to request activation of the Mass Notification System rest with local officials, not with the County of Orange or the Orange County Sheriff's Department Emergency Management Division. Water agencies are responsible for launching messages to affected citizens and businesses as identified in their service district. The following is protocol to be followed when an emergency message is launched anywhere in Orange County. A. Public Notifications 1. The County of Orange is authorized to use the System to send notifications of regional emergencies to any and all residents within the Operational Area (example: Countywide quarantine order for a health alert). Upon sending a countywide notification, Orange County Sheriff's Department Emergency Management Division will, as soon as possible, advise the appropriate local Agency that mass notifications have been sent by the County to residents of their cities. Pre-notification to emergency managers by email or WebEOC of this AlertOC activation before actual delivery of the message will occur if possible. 2. Other than regional emergency notifications, public notifications are the responsibility of the individual City/Local Government. In the event that the geographical location of an incident requires a message to be delivered to multiple jurisdictions, the responsible Agency will inform each individual Agency so that they can send the message to those affected within their own jurisdiction. Exception: Small unincorporated neighborhoods embedded within City limits will receive mass notification of local city emergency activity from City Officials. This does not include the unincorporated areas of Rossmoor, Midway City, Cowan Heights, Lemon Heights, all canyons, Coto de Caza and Trabuco Canyon areas. Any of the fore mentioned unincorporated areas by names, coordination will have to occur with the Orange County Sheriff's Department/Watch Commander when the EOC is not activated. Page 7 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • 3. For a City wishing to send or receive messages to or from a neighboring Agency during time of a multi-jurisdictional incident, an MOU should be established between both parties that grants permission for the handling Agency to send emergency notification to residents within the affected Agency. (Exception will be made for cities who have contracted law enforcement services. No MOU will be required and access SHALL be granted). a. In the event no MOU has been established, the local city agency will contact the Police Watch Commander who is the 24 hour warning point for all cities for approval and coordination. 4. Water agencies sending information to the public will do so only to pre-loaded GIS shape files containing their service areas. This procedure must occur due to the overlapping jurisdictional boundary areas. Water agencies will launch messages under the Orange County user account. Pre-notification to the Water Emergency Response of Orange County (WEROC) emergency manager, and impacted city emergency managers will occur prior to the lunch of the message by email containing the AlertOC message before actual delivery of the message will occur. a. The WEROC Emergency Manager is responsible to notify and provide the information to the OA/County Emergency Manager since the identification information will show the County of Orange as the initiator. 5. In the event a participating Agency is unable to send out an emergency message, the Orange County Control One Coordinated Communications Center is available to act on the local Agency's behalf. Agencies that do not have a current MOU with the County may also request Control One to send out an emergency message. Control One will not be available to send internal notifications. All rules and guidelines are applicable. It is still the responsibility of the local agency with the primary responsibility of the incident to receive approval for adjacent jurisdictions on multi jurisdictional events. Attachment B is the launch form containing all information required in order to launch a message. Authority to request mutual aid assistance from Control One must be requested by a Lieutenant or above (same protocols as requesting a Code Alex). 6. If the Operational Area EOC is activated, agencies may request to utilize the Orange County Information Hotline 714-628-7085 as the identification phone number for residents and businesses to call to obtain additional information. Agencies are requested to send a copy of the AlertOC script to the OA EOC before the message is launched, if possible. 7. Participating Agencies are authorized to develop pre-established notification lists and messages to meet their individual needs. These lists may include special populations (e.g. in-home care, schools, etc) or those susceptible to certain risks (e.g. homes within dam inundation zone). It is the responsibility of the participating Agency to create, maintain and update these lists. B. Emergency Response and Inter-Department Notifications: 1. Each participating Agency is authorized to create employee/volunteer and department call lists and pre-recorded messages. 2. Any non-city agency wishing to create specialty groups which still contain public contact information (ex: special needs callouts) may do so with prior consent. However, any activation of information to any of these groups needs to be coordinated to ensure clear, concise and accurate information is being dispersed. During emergencies, messages Page 8 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • will be coordinated with the Operational Area, Orange County Sheriff's Department Emergency Management Division. 3. It is the sole responsibility of each participating Agency to maintain these lists and to launch notifications as deemed necessary. VIII. COSTS The County of Orange agrees to fund the System for notifications classified as "emergency use". The County of Orange also agrees to continue to purchase updated E911 telephone data and geographic maps. Costs associated with use of the System for non-emergency activity is the responsibility of the local Agency through separate contract with the mass notification Vendor. IX. SYSTEM ADMINISTRATION/OPERATIONS Individual Agencies are responsible for providing logins and procedural training to key individuals within their Agency responsible for using the Mass Notification System. A. County Administrator The Orange County Sheriff's Department will assign and maintain a designated Mass Notification Program Administrator responsible for overall acquisition, accessibility, maintenance, compliance and management of all components required to provide an effective countywide mass notification system. The County Administrator is responsible for: 1. System acquisition and contract management. 2. Policy management and as needed modification (in consultation with public safety, emergency management and emergency response personnel.) 3. Audit compliance: routine monitoring of System use to insure policy and contract compliance. 4. Access management: record management of signed MOU from each participating Agency, distribution of local administrator accounts and updated local administrator contact list. 5. Data management: E911 data acquisition, update and compliance monitoring. Countywide map file acquisition, update and overall geo-coding. 6. Testing: facilitate routine System-wide test exercise, document overall test results and recommend and execute, as needed, corrective action at the County level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the public aware of the countywide public mass notification system initiative and citizen web portal. 8. System support: provide support to Local Agency Administrators. B. Local Agency Administrator Participating Agencies agree to appoint a designated Mass Notification Local Administrator responsible for leading, coordinating, monitoring and optimizing use of the Mass Notification Page 9 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • System at the local level. Local Agency Administrator shall act as the Agency's central point of contact and will work collaboratively with the County Administrator to insure local use of the system is within policy and MOU guidelines. Local Agency Administrator is responsible for: 1. Contract acquisition if Agency will use the system for non-emergency purposes. 2. Local Agency Mass Notification Operating Procedure development and management. 3. Use compliance: routine monitoring to ensure System is used within the conditions and terms of this document and associated MOU. 4. Access management: local user account distribution and management, record management of MOU(s) and signed end user P&P. 5. Data management: perform routine data management, error-correcting and data integrity updates to System contact and geo-coded map data. 6. Testing: facilitate routine local System test exercise, document local test results and recommend and execute, as needed, corrective action at the local level. 7. Public education campaign: initiate and facilitate public education campaign aimed at making the local community aware of the intended use of the Mass Notification System and citizen web portal. 8. System support: provide support to local Agency end-users. X. INFORMATION SYSTEMS AND SUPPORT The Orange County Sheriff's Department will acquire and maintain 24x7x365 vendor support for the Mass Notification System. Participating Agencies are authorized to contact vendor support as needed. XI. ROUTINE TESTING The Mass Notification System will be tested quarterly. Test exercises will be geared towards insuring that use of the System in an emergency is optimized. This includes testing operational readiness, activation procedures and system effectiveness as well as validating data and system processes. Through test exercises, System administrators and users will be able to observe the mode of operation to augment and refresh System and process knowledge. Specific test exercise routines, roles, responsibilities and schedule will be detailed in the Operational Area Standard Operating Procedure document. By signing the Mass Notification System MOU, participating Agencies agree to take part in quarterly Mass Notification countywide test exercises. XII. DEFINITIONS 1. System — All components of the Mass Notification System including hardware, software, access portals, contact data and GIS maps. 2. Resident— Comprises households and businesses. Page 10 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • 3. IVR — Interactive Voice Response is a phone technology that allows a computer to detect voice and touch tones using a normal phone call. This technology will allow a user of the Mass Notification System to launch a message to a pre-defined call list when a pc or internet connection is not available. 4. Emergency - "Emergency" shall include, but not be limited to, instances of fire, flood, storm, epidemic, riots, or disease that threaten the safety and welfare of the citizens and property located within the boundaries of the county and participants' respective jurisdictions. Page 11 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures Revision History: Revision Date Author Description April 18, 2008 PMNS Policy Committee Document originated May 19, 2008 PMNS Executive Review Team Non-emergency session termination in Section V., Item C. June 16,2008 Teara LeBlanc Exception clause in Section VII, Item A., bullet 2. May 2010 Vicki Osborn Revision of all sections June 2012 Ra mond Cheung Revision for OCSD transition May 2013 Raymond Cheung Revision for new vendor contract May 2016 Raymond Cheung Added confidentiality item to Section V., Item C. and allowed non-emergency use in Section V., Item B. and Section VIII. Page 12 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures • Attachment A— Alert OC Trigger Points Guidelines (Placeholder) Type of Incident Description Meets Public Safety Criteria Active Shooter A shooting with armed individual or individuals is Yes occurring in a known area. Boil Water An unsafe water supply issue requiring the public to Yes Orders boil water before use. Building Fire A fire occurring in an urban area requiring evacuation Yes or shelter in place for the immediate area. Violent Crimes Violent crimes that just occurred such as robbery, Yes assault, murder, etc. Felony Suspect Law enforcement is currently searching for a felony Yes at Large suspect that is suspected to be in a certain area. HazMat Hazardous Materials incidents that require a fire/hazmat Yes response and may include evacuations or shelter-in- place orders. Health Orders Any public health order made pursuant to County Yes Health Officer recommendations. Missing Adult 12- 17 yrs with decreased mental capacity or medical Yes (920A) with condition special cires Missing Child 12 yrs or younger 'Discussion add Amber alert Yes 920C triggers Missing Juvi 18 yrs and older 12- 17 yrs with decreased mental Yes (920J)with capacity or medical condition special cires Severe Weather Weather warnings that forecast an occurring or Yes Related imminent threat to public safety or coincide with protective action recommendations such as voluntary or mandatory evacuation orders. Evacuation or Voluntary or mandatory evacuation or shelter-in-place Yes Shelter-in-Place orders. Wildland Fire A fire occurring in a wildland urban interface area Yes requiring immediate evacuation or shelter-in-place. Road Closures Unplanned road closures due to an emergency Yes situation. Planned Events Road closures due to community events planned in No advance. Page 13 of 14 Orange County Operational Area Countywide Public Mass Notification System Standard Operating Procedures AlertOC Activation Form (for emergency use only) (Attachment B) Request Received Date/Time: By: (Name/Title) Jurisdiction Information Jurisdiction Name: Requestor: (Name/Title) Contact Phone Numbers: #1: #2: Authorizing Official: (Name/Title) Message Specifics Date/Time Message to Be Sent: ❑ Immediately Targeted Recipients: Type of Message: ❑ Phone ❑ e-mail ❑ SMS SMS Content: Message Content: Staff Executing Message Initiator Name (printed): Authorizing Sheriff Official: Date and Time Sent: Name, Date and Time Results provided to jurisdiction Page 14 of 14 NONDISCLOSURE AGREEMENT NONDISCLOSURE AGREEMENT BETWEEN PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, AND THE COUNTY OF ORANGE, CALIFORNIA THIS AGREEMENT, effective this 26th day of June , 2008, ("Effective Date") is between PACIFIC BELL TELEPHONE COMPANY dba SBC CALIFORNIA, a California corporation (hereinafter "SBC California"), County of Orange(hereinafter"Customer")and NTI Group, Inc. (hereinafter"Subcontractor"). 1. Customer has requested Neighborhood Call service from SBC California under SBC California's Tariff, CAL.P.U.C. NO.A9.2.6 and agrees to comply with all provisions of SBC California's Tariff, CAL.P.U.C. NO.A9.2.6. 2. Customer has identified Subcontractor as its agent for obtaining Neighborhood Call subscriber information from SBC California for provision of community alerts and notifications to citizens as defined in California Public Utilities Commission Code Sections 2872 and 2891.1 and as allowed in SBC California's Tariff, CAL.P.U.C. NO.A9.2.6. In the event Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information, Customer shall provide SBC California written notice of such change 30 days in advance of Subcontractor's agency status being terminated by Customer. 3. Subcontractor certifies that it has reviewed the terms and conditions of the SBC California Tariff, CAL. P.U.C. NO. A9.2.6 for Neighborhood Call and specifically A9.2.613.2.b which stipulates in part: "The Neighborhood Call database information provided to Customer pursuant to this tariff is confidential and proprietary and such information will be held in confidence and only used and disclosed to Customer's employees or its subcontractors and agents with a need to know for purposes of providing a community alert and notifications to citizens as defined in California Public Utilities Code Sections 2872 and 2891.1. Customer agrees that each of its employees, subcontractors or agents receiving or having access to the Neighborhood Call database information will be informed that such information is subject to the terms and conditions of this tariff and the Neighborhood Call database information will remain the property of Pacific;that the Neighborhood Call database information will be treated with the same degree of care as Customer affords to its own highly confidential and proprietary information; and that the Neighborhood Call database information will not be reproduced in any manner, unless otherwise specifically authorized in writing by Pacific. Upon request, Customer will promptly return to Pacific all Neighborhood Call database information in a tangible form or certify to Pacific that such information has been destroyed." 4. Subcontractor agrees to comply with each of the obligations contained in SBC California's Tariff, CAL. P.U.C. NO. A9.2.6.B.2.b for Neighborhood Call Tariff. Notwithstanding the preceding sentence, Subcontractor agrees that no Neighborhood Call subscriber information will shared with any non-employee of Subcontractor, whether it be a subcontractor or agent, without the written authorization of Customer and the execution of a Nondisclosure Agreement with SBC California. 5. This Nondisclosure Agreement shall be in effect from the Effective Date until such time that Customer terminates its request for Neighborhood Call service from SBC California or Customer elects to no longer use Subcontractor for obtaining Neighborhood Call subscriber information. Subcontractor's duty to keep the Neighborhood Call subscriber information confidential shall continue beyond the term of this Nondisclosure Agreement until such time that Subcontractor returns to SBC California all Neighborhood Call subscriber information in a tangible form or certifies to SBC California that such information has been destroyed. 6. Nothing contained in this Nondisclosure Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information. 7. This Nondisclosure Agreement shall benefit and be binding upon the parties hereto and their respective subsidiaries,affiliates, successors and assigns. 8. This Nondisclosure Agreement shall be governed by and construed in accordance with the laws of the State of California, irrespective of its choice of laws principles. [SIGNATURE PAGE FOLLOWS] PACIFIC BELL TELEPHONE COMPANY dba XXXX(Customer) SBC CALIFORNIA By: Print Name: Print Name: Teara Le Blanc Title: _ Title Program Manager Date Signed: Date Signed: June 30, 2008 XXXX(Subcontractor and/or Agent) By: Print Name: Title: Date Signed: 2 Public Mass Notification System Individual User Agreement 1. [Insert Name] (hereinafter"USER") is an agent, officer, employee or representative of [Insert name of entity], (hereinafter"PARTICIPANT"). 2. PARTICIPANT is a signatory to a Memorandum of Understanding("MOU")between with the County of Orange ("COUNTY') for Use of Countywide Mass Notification System("SYSTEM"). 3. As an agent, officer, employee or representative of PARTICIPANT, USER has been granted access to the System by PARTICIPANT and is deemed an Individual User under the MOU. 4. USER understands that as an Individual User, USER may only use the SYSTEM in the manner described in the MOU, the Everbridge GSA Approved End User License Agreement, and in accordance with the requirements of the law. . 5. By signing this Individual User Agreement, USER hereby further expressly agrees to the do following things: a) to maintain the confidentiality of login and password information; b) to use the System in accordance with all applicable laws and regulations, including those relating to use of personal information; c) to be responsible for any breach of the terms of the Agreement with Everbridge and/or the MOU between PARTICIPANT and COUNTY caused by the Individual User; and d) to maintain the confidentiality of all records and information to which the Individual User may have access as a result of their access to the System pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this MOU; and e) that all information transmitted and the use of the SYSTEM by USER shall be in compliance with California Public Utilities Code section 2872. 6. USER also acknowledges having been provided the opportunity to review the GSA Approved End User License Agreement with Everbridge, the MOU and California Public Utilities Code section 2872,prior to signing this Individual User Agreement, and hereby agrees to abide by both the letter and intent of those documents.. 7. USER may withdraw their consent to terms contained within this Individual User Agreement at any time by notifying PARTICIPANT in writing. USER acknowledges, however, that withdrawing USER's consent will result in immediate termination of USER's right and ability to access the SYSTEM. By signing this Individual User Agreement, USER acknowledges having thoroughly read the foregoing, and hereby consents and agrees to the above terms and conditions. Dated: Signature Printed Name ITEM NO. 8.4 AGENDA REPORT Meeting Date: June 9, 2016 To: Board of Directors From: Marc Marcantonio, General Manager Presented By: Marc Marcantonio, General Manager Prepared By: Annie Alexander, Executive Secretary Subject: Proposed Amendments to California Special Districts Association (CSDA) Bylaws SUMMARY: STAFF RECOMMENDATION: That the Board of Directors: (1) review the proposed amendments to CSDA's bylaws; (2) determine whether to vote in favor or not in favor of the changes; and (3) authorize the General Manager to complete and submit the associated ballot as instructed. DISCUSSION: The CSDA Board of Directors has approved recommended amendments to the associations bylaws and is submitting them to the voting members for consideration. Highlights to the recommended updates include: • General clean-up to reflect updates and organizational changes over the last 2 years. • Clarifying language to the CSDA Board nomination and election process to allow for electronic voting. • Clarifying language for the inclusion of electronic communication related to the CSDA Bylaws amendments. The full proposed changes are attached and if approved by the membership, will take effect on July 1, 2016. The completed ballot must be returned by June 24, 2016. PRIOR RELEVANT BOARD ACTION(S): The Board of Directors routinely considers amendments to CSDA's bylaws and participates in the balloting process. The last update to CSDA's bylaws took place in May 2014 for which the Board cast a vote in favor of the recommended changes. ATTACHMENTS: Description: Type: CSDA Correspondence.pdf Backup Material Backup Material CSDA Proposed Bylaws.pdf Backup Material Backup Material RECEIVED HiMiWii California Special MAY 2 20% Districts Association 0©00 Districts Stronger Together YORBA LINDA WATER DISTRICT BY — MEMORANDUM DATE: April 29, 2016 TO: California Special Districts Association (CSDA)Voting Members FROM: Bill Nelson, CSDA Board President Neil McCormick, Chief Executive Officer SUBJECT: Proposed CSDA Bylaws Updates The CSDA Board of Directors has approved recommended updates to the CSDA Bylaws to bring forward to CSDA voting members for consideration. Highlights to the recommended updates include: • General clean-up to reflect updates and organizational changes over the last two years • Clarifying language to the CSDA Board nomination and election process to allow for electronic voting • Clarifying language for the inclusion of electronic communication related to the CSDA Bylaws amendments The full proposed changes to CSDA's Bylaws are indicated in mark-up form for your review and can be found online at www.csda.net/bulaws. As a voting member in good standing, once your district has reviewed the proposed CSDA Bylaws updates, please use the enclosed official ballot to cast your vote by mail in favor or not in favor of the changes. Completed ballots must be received by Friday. June 24, 2016 at 5:00 PM to be counted. Only official and fully completed ballots returned via regular mail to the CSDA office will be counted. The results of the Bylaws ballot will be announced in the CSDA a-News and on the CSDA website. If approved by the membership, the updated Bylaws will take effect on July 1, 2016. If you have any questions or require printed copies, please contact Charlotte Lowe, Executive Assistant at charlottel(@csda.net or(916)442-7887. Thank you for your participation and continued support of CSDAI calitamia Special MAIL BALLOT O. PROPOSED Districts Association 0919I3 Districts Stronger Together BYLAWS AMENDMENT Shall the 2016 Proposed CSDA Bylaws Amendments be Adopted? ❑ Yes ❑ No CSDA Member District Name: Authorized Signature: AGM or Board President) View current CSDA Bylaws and proposed new bylaws at csda.net/bylaws Must be received by June 24,2016.CSDA,11121 Street,Suite 200,Sacramento,CA 95814 (If you require a hard copy of either of the above listed bylaws or have questions,please call Charlotte Lowe, CSDA Executive Assistant at(877)924-CSDA.)If approved,bylaws will become effective July 1,2016. ALA d i� 10 0 L BYLAWS California Special Districts Association Approved Bylaw Revision Dates: Revised 1996 Revised 1999 Revised 2004 Revised October 1 , 2009 Revised August 2, 2010 Revised August 1 , 2011 Revised July 1 , 2014 DRAFT(CSDABylaws([IpdatesC(2016C Page(IC TABLE®F[CONTENTSD ARTICLE I - GENERAL................................................................................................................4 Section1. Purpose:..................................................................................................................4 Section 2. CSDA Regmens/Networks:.......................................................................................4 Section 3. Principal Office:.......................................................................................................4 ARTICLE 11 - MEMBERSHIP........................................................................................................5 Section 1. Qualification of Membership:...................................................................................6 Section 2. Membership Application:.........................................................................................6 Section 3. Membership Dues:..................................................................................................6 Section 4. Membership Voting: ................................................................................................6 Section 5. Membership Quorum: .........................................................................................667 Section 6. Membership Meetings:............................................................................................7 Section 7. Termination of Membership: ...........................................................................104-G9 ARTICLE III - DIRECTORS..................................................................................................1144-9 Section 1. Number of Directors:.......................................................................................11449 Section 2 Term of Office: ..........................................................................................*......1144-9 Section 3. Nomination of Directors:..................................................................................11 Section 4. Election of Directors:.......................................................................................1144-9 Section 5. Event of Tie:..................................................................................................131 4 0 Section 6. Director Vacancy:..........................................................................................131 40 Section 7. Director Disqualification: ...............................................................................14141 a Section 8. Powers of Directors:......................................................................................151 41 ARTICLE IV- DIRECTOR MEETINGS..............................................................................161612 Section 1. Place of Meetings:.........................................................................................161 42 Section 2. Ratification Meeting:......................................................................................161612 Section 3. Organization Meeting:........................................................................ ..........161612 Section 4. Planning Session: .............................................................................. ..........161612 Section 5. Regular Meetings:.........................................................................................164 42 Section 6. Special Meetings:..........................................................................................161 12 Section7. Quorum: ........................................................................................................161 42 Section 8. Board Meetings by Telephone and Electronic Communications.................................................................................................13 Section 93. Official Records:..........................................................................................161 4 3 ARTICLE V- OFFICERS ...................................................................................................18444 Section 1. Number and Selection:..................................................................................181814 Section 2. Duties of the President:.................................................................................181814 Section 3. Duties of the Vice President:.........................................................................181 44 Section 4. Duties of the Secretary:...............................................................**...*............181814 Section 5. Duties of the Treasurer: ....................................................................*..........191915 Section 6. Disbursement of Funds:................................................................................191915 Section 7. Removal of Officers:......................................................................................191 5 ARTICLE VI - COMMITTEES ............................................................................................202016 DRAFT(CSDABylawsQlpdatesC-(2016C Page(2C El Section 1. Committee Structure: ....................................................................................202016 Section 2. Committee Actions:.......................................................................................202016 Section 3. Committee Meetings: ....................................................................................202016 Section 4. Standing Committees:...................................................................................21 2117 Section 5. Ad Hoc Committees: .....................................................................................222218 Section 6. Special Committee of the Board: ..................................................................222218 ARTICLE VII — INDEMNIFICATION ...................................................................................23231g Section 1. Right of Indemnity: ........................................................................................232319 Section 2. Approval of Indemnity: ..................................................................................232319 Section 3. Insurance: .....................................................................................................232319 Section 4. Liability: .........................................................................................................232319 ARTICLE VIII — n ��AFFILIATED CHAPTERS.............................................................242420 Section1. Purpose:........................................................................................................242420 Section 2. Organization:.................................................................................................242420 Section 3. Rules, Regulations and Meetings: ................................................................242420 Section 4. Financing of 1-os Affiliated Chapters:..........................................................242420 Section 5. Legislative Program Participation:.................................................................252520 ARTICLE IX—AMENDMENTS TO THE BYLAWS.............................................................26262-1 Section 1. Amendment Proposals:.................................................................................262621 Section 2. Amendment Membership Meeting: ........................................................*"*....262621 Section 3. Mailed Written Bylaws Amendment Ballot: ...................................................262621 Section 4. Bylaws Amendment Ratification:...................................................................272721 EXHIBITA...........................................................................................................................282322 DRAFT(CSDABylawsQlpdatesC-(2016C Page(SC El DRAFT CSDA Bylaws Updates ‐ 2016 Page 4 ARTICLE I – GENERAL Section 1. Purpose: In addition to the general and specific purposes set forth in the Articles of Incorporation of the California Special Districts Association (CSDA), CSDA will provide outreach, education, and member services, and shall generate legislative advocacy for member interests. CSDA will interact with the government associations and groups that support or oppose its membership’s interests. Section 2. CSDA Regions/Networks: The state of California shall be divided along county boundaries into six voting regions/networks. The areas of the regions/networks have been determined by the Board of Directors of CSDA. Exhibit A……….Map of the six (6) regions/networks of CSDA. Section 3. Principal Office: The principal business office of CSDA shall be located in Sacramento, California. DRAFT CSDA Bylaws Updates ‐ 2016 Page 5 ARTICLE II – MEMBERSHIP Section 1. Qualification of Membership: There may be several classes of membership in CSDA, as determined by the Board of Directors. The following classes have been adopted: A. Regular Voting Members: Regular voting members shall be any public agency formed pursuant to either general law or special act for the local performance of governmental and/or proprietary functions within limited boundaries, and which meets any one of the following criteria: 1. Meets the definition of “independent special district” set forth in Government Code Section 56044 by having a legislative body all of whose members are elected, or which members are appointed to fixed terms; or 2. A public agency whose legislative body is composed of representatives of two or more other public agencies. Such representatives may be either members of the legislative body or designated employees of such other public agencies. Public agencies which qualify as regular members pursuant to these criteria include, but are not limited to the following public agencies: (a) air quality management districts; (b) air pollution control districts; (c) county water agencies or authorities; (d) transit or rapid transit districts, or transportation authorities; (e) metropolitan water districts; (f) flood control and/or water conservation districts; (g) sanitation agencies. Regular voting members do not include the state, cities, counties, school districts, community college districts, dependent districts, or joint powers authorities. Dependent districts are defined as those special districts whose legislative body is composed exclusively of members of a Board of Supervisors of a single county or city council of a single city, LAFCOs, joint powers authorities or the appointees of such legislative bodies with no fixed terms. Regular voting members have voting privileges and may hold seats on the Board of Directors. B. Associate Non-Voting Members: Associate members Sshall be those organizations such as dependent districts, cities, mutual water companies, and those public agencies that do not satisfy the criteria for regular voting membership specified in Section A above. Associate members have no voting privileges, except as approved members on a CSDA committee, and may not hold a seat on the Board of Directors. C. Business Affiliate Members: Business Affiliate members Sshall be those persons or organizations that provide services to special districts and/or have evidenced interest in the purposes and goals of DRAFT CSDA Bylaws Updates ‐ 2016 Page 6 CSDA. Business Affiliates have no voting privileges, except as approved members on a CSDA committee, and may not hold a seat on the Board of Directors. Section 2. Membership Application: Application for membership to CSDA will be directed to staff, who will determine if the applicant’s interest and purpose is in common with CSDA. If the applicant meets the requirements of membership, the Board of Directors shall approve the new member by a majority vote of the Board. Acceptance to membership shall authorize participation in CSDA activities as specified in these Bylaws. Section 3. Membership Dues: The membership dues of CSDA shall be established annually by a majority vote of the Board of Directors at a scheduled Board meeting. Authority to adjust the dues shall remain with the Board of Directors. Section 4. Membership Voting: Matters to be voted upon by the membership shall be determined by the Board of Directors in accordance with these Bylaws. Only those matters of which proper notice was given by CSDA may be voted upon. A. Voting Designee: In accordance with these Bylaws, regular voting members in good standing shall have voting privileges. The governing body of each regular voting member shall designate by resolution, one representative from their respective district who shall have the authority to exercise the right of the regular voting member to vote. Such voting designee shall be a Board member or managerial employee of the member regular voting member. B. Voting Authorization: Those regular voting members who have paid the required dues as set by the Board of Directors are members in good standing. Each regular voting member in good standing shall be entitled to one vote on all matters brought before the membership for vote at any meeting or mail by ballot. Section 5. Membership Quorum: A. Meeting Quorum: Twenty-five voting designees, as defined in Article II, Section 4, officially designated by each regular voting member present at any annual or special meeting of the CSDA shall constitute a quorum. Absentee ballots shall not be accepted. No regular voting member shall have the right to vote by means of an absentee or proxy ballot. B. Mailed or Electronic Ballot Quorum: Mail ballots or electronic ballots received from 25 voting designees officially designated by each regular voting member shall constitute a quorum. Each regular voting member shall DRAFT CSDA Bylaws Updates ‐ 2016 Page 7 be entitled to one vote. No regular voting member shall have the right to vote by means of a proxy. Section 6. Membership Meetings: A. Annual Business Meeting: The annual business meeting of the members shall be held at the Annual CSDA Conference at such time and place as determined by the Board of Directors. Written notice of the annual business meeting distributed by mail or electronically shall include all matters that the Board intends to present for action and vote by the members. Written notice of any annual meeting of the members of CSDA, via mail and/or electronic delivery, and/or facsimile shall be sent to each regular voting member in good standing, at least 45 days in advance of the designated date of such meeting. The notice shall include the time and place, and all matters the Board of Directors intends to present for action and vote by the members. B. Special Meetings: Special meetings of the members may be called at any time by the President, by a majority of the Board of Directors, or by a majority of at least a quorum of the members (25 members). Written notice shall include all matters the Board of Directors intends to present for action and vote by the members.Such a special meeting may be called by written request, specifying the general nature of the business proposed to be transacted and addressed to the attention of and submitted to the President of the Board. The President shall direct the Chief Executive Officer to cause notice to be given promptly to the members stating that a special meeting will be held at a specific time and date fixed by the Board. No business other than the business that was set forth in the notice of the special meeting may be transacted at a special meeting. Written notice of any special meeting of the members of CSDA, via mail and/or electronic delivery, and/or facsimile shall be sent to each regular voting member in good standing, at least ten days in advance of the designated date of such meeting. The notice shall include the time and place, and all matters intended to be presented for action and vote by the members. C. Notice of Meetings: Whenever members are permitted to take any action at any annual or special meeting, written notice of the meeting distributed by mail or electronically shall be given to each member entitled to vote at that meeting. The notice shall specify the place, date and hour of the meeting, and the means of electronic transmission or electronic video screen communication to be utilized by and between CSDA and its members, if any, by which members may participate in the meeting. For the Annual Membership Meeting, the notice shall state the matters that the Board intends to present for action by the members. For a special meeting the notice shall state the general nature of the business to be transacted and shall state that no other business may be transacted. The notice of any meeting at which directors are to be elected shall include the names of all persons who are nominees when notice is given. DRAFT CSDA Bylaws Updates ‐ 2016 Page 8 1. Notice Requirements. Written notice of any annual membership meeting shall be given at least 45 days before the meeting date either personally, by first class registered or certified mail, or by electronic transmission. 2. Electronic Notice. Notice given by electronic transmission by CSDA shall be valid if delivered by either (a) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address for that main contact member on record with CSDA; (b) posting on an electronic message board or network that CSDA has designated for such communications, together with a separate electronic notice to each member of the posting; or (c) any other means of electronic communication. Such electronic transmission must be directed to a member which has provided to CSDA an unrevoked consent to the use of electronic transmission for such communications. The method of electronic communication utilized must create a record that is capable of retention, retrieval and review by CSDA. All such electronic transmissions shall include a written statement that each member receiving such communication has the right to have the notice provided in non- electronic form. Any member may withdraw its consent to receive electronic transmissions in the place of written communications by providing written notice to CSDA of such withdrawal of consent. Notice shall not be given by electronic transmission by CSDA if CSDA is unable to deliver two (2) consecutive notices to a member by that means, or otherwise becomes aware of the fact that the member cannot receive electronic communications. D. Electronic Meetings: Members not physically present in person at either an annual or special meeting of members may participate in such a meeting by electronic transmission or by electronic video screen communication by and between such members and CSDA. Any eligible member participating in a meeting electronically shall be deemed present in person and eligible to vote at such a meeting, whether that meeting is to be held at a designated place, conducted entirely by means of electronic transmission, or conducted in part by electronic communication between CSDA and those members who are not capable of being physically present at such designated meeting place. Annual and special meetings of the members may be conducted in whole or in part by electronic transmission or by electronic video screen communication by and between CSDA and its members if all of the following criteria are satisfied: (1) CSDA implements reasonable procedures to provide members participating by means of electronic communication a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to hear the proceedings of the meeting including comments of members participating in person substantially concurrent with such proceedings; and (2) any votes cast by a member by means of electronic communication by and between CSDA and a member must be recorded and maintained in the minutes by CSDA. C. Mail Ballot: The Board of Directors may at its discretion authorize the voting upon any issue, by written ballot mailed to each regular voting member in good standing. Such ballot shall DRAFT CSDA Bylaws Updates ‐ 2016 Page 9 be mailed by first class mail, at least 45 days in advance of the date the CSDA has designated for the return of the ballot by each member to CSDA. E. Majority Vote: A majority of votes cast or ballots received shall be necessary to carry any matter voted upon, provided a quorum of members has voted in person or by mail ballot. Voting by proxy shall not be allowed. Any matter submitted to the membership for action or approval shall constitute the action or approval of the members only when: (1) the number of votes cast by regular voting members present at the meeting equals or exceeds the quorum requirement of 25 registered voters; and (2) the number of votes approving the action or proposal equals or exceeds a majority (50% plus one) of the regular voting members present and casting votes on the issue. F. Solicitation of Written Ballots from Members: All solicitations of votes by written ballot, whether by means of electronic communication or first class mail, shall: (1) state the number of returned ballots needed to meet the quorum requirement (25 returned ballots); (2) state, with respect to returned ballots other than for election of directors, that the majority of returned ballots must indicate approval of each measure in order to adopt such measure; and (3) specify the time by which the written ballot must be received by CSDA in order to be counted. Each written ballot so distributed shall: (1) set forth the proposed action; (2) give members an opportunity to specify approval or disapproval of each proposal; and (3) provide a reasonable time in which to return the ballots to CSDA either electronically or by first class mail. Each written ballot distributed by first class mail shall be mailed to each regular voting member at least 45 days in advance of the date designated for return of the ballot by each such member to CSDA. Written ballots transmitted electronically to members shall be electronically communicated at least 45 days in advance of the date designated for return of the ballot by each member to CSDA. G. Return of Ballots: Written ballots shall be returned either by first class mail or by electronic communication to either the principal business address of CSDA or CSDA’s designated electronic format specified on the ballot prior to the close of business (5:00 pm) on the designated election date. Written ballots received either by first class mail or electronic communication from regular voting members after the specified date shall not be counted and shall be invalid. H. Number of Votes Required for Approval: Approval by written ballot shall be valid only when (1) the number of votes cast by written ballot either by means of electronic communication or first class mail within the specified time equals or exceeds the quorum required to be present at a meeting authorizing the action (25 votes); and (2) the number of approvals equals or exceeds the number of votes that would be required for approval at a meeting of members, i.e. 50% plus one of those participating members casting written ballots either electronically or by first class mail. DRAFT CSDA Bylaws Updates ‐ 2016 Page 10 Section 7. Termination of Membership: Any member delinquent in the payment of dues for a period of three months after said dues are due and payable, shall be notified in writing of such arrearage, and shall be given written notice of possible termination. If such delinquent dues remain unpaid for 45 days after said notice, the delinquent member shall automatically cease to be a member of CSDA. CSDA’s Chief Executive Officer may approve special payment arrangements if deemed necessary. A delinquent member may be restored to membership by making written application to the Board of Directors of the CSDA. Such reinstatement shall be at the discretion of the Board. DRAFT CSDA Bylaws Updates ‐ 2016 Page 11 ARTICLE III – DIRECTORS Section 1. Number of Directors: The authorized number of elected directors to serve on the Board of Directors shall be 18. Each regular voting member agency shall be limited to one seat on the Board. There shall be three directors elected from each of the six CSDA regions/networks. Directors elected from each of the six regions/networks shall hold staggered three year terms. The three directors serving a term of office from a region/network shall be elected from three different regular voting member agencies located in that region/network. Section 2 Term of Office: Directors elected from each of the six regions/networks shall hold staggered three year terms. After the annual election of directors, a meeting of the Board shall be held to ratify the election results. The term of office of the newly elected persons shall commence on the following January 1 and shall terminate in three years. Section 3. Nomination of Directors: Nomination shall be by region/network. Any regular voting member in good standing is eligible to nominate one person from their district to run for director of CSDA. The director nominee shall be a board member of the district or a managerial employee as defined by that district’s Board of Directors. Nomination of the director designee shall be made by a resolution or minute action of the regular voting member’s Board of Directors. Only one individual from each regular voting member district may be nominated to run at each election. In the event an incumbent does not re-run for his/her seat, the nomination period for that region/network shall be extended by ten days. The CSDA staff, in conjunction with the Elections and Bylaw Committee, will review all nominations received and accept all that meet the qualifications set by these Bylaws. A slate of each region’s/network’s qualified nominees will be submitted by mail or electronic ballot, to that region’s/network’s regular voting membership for election pursuant to Article III, Section 4 Section 4. Election of Directors: The Election and Bylaws Committee shall have primary responsibility for establishing and conducting elections. The Committee may enforce any regulation in order to facilitate the conduct of said elections. Voting for directors shall be by the regular voting members from the region/network from which they are nominated. The Election and Bylaws Committee shall meet each year to review, with staff, the regions/networks where election of directors will be necessary. The Committee will coordinate, with staff, the dates nomination requests shall be mailed to the regular voting members, the official date for the nomination requests to be received at the CSDA office, and set the date of the election. A. Written Notice: DRAFT CSDA Bylaws Updates ‐ 2016 Page 12 Written notice requesting nominations of candidates for election to the Board of Directors shall be sent by first class mail or electronically to each regular voting member in good standing on the date specified by the Election and Bylaws Committee, which shall be at least 120 days prior to the election. The nominations must be received either by mail or electronically by CSDA before the established deadline which shall be no later than 60 days prior to the election. Nominations received after the deadline date shall be deemed invalid. B. Balloting and Election: Voting for directors shall be by written ballot distributed by mail or by electronic transmission by CSDA directly or via third-party to members eligible to vote in each network. After the nomination period for directors is closed, a writtenmailed ballot specifying the certified nominees in each region/network shall be distributed by first class mail or electronically to each regular voting member in that region/network by first class mail. Each such regular member in good standing in each region/network shall be entitled to cast one vote for each of that region’s/network’s open seats on the Board. The ballot for each region/network shall contain all nominations accepted and approved by CSDA staff. In the event there is only one nomination in a region/network, the nominee shall automatically assume the Seat up for election and a ballot shall not be mailed or electronically transmitted. Staff will execute a Proof of Service certifying the date upon which all regular voting members of each region/network were mailed sent a ballot, either by first class mail or by electronic transmission. The form of written ballot and any related materials sent by electronic transmission by CSDA and completed ballots returned to CSDA by electronic transmission by participating members must comply with all of the requirements of Article II, Section 6.F-H of these Bylaws.If a member does not consent to electronic communication for balloting purposes, a form of written ballot will be mailed to such participating member no later than 45 days prior to the date scheduled for such election. All written ballots shall indicate that each participating member may return the ballot by electronic communication or first class mail. All solicitations of votes by written ballot shall: (1) state the number of returned ballots needed to meet the quorum requirement (25); (2) state, with respect to ballots for election of directors, that those nominees receiving the highest number of votes for each Board position subject to election will be certified as elected to that Board position. Election of a nominee to a Board position shall be valid only when: (1) the number of votes cast by written ballot, transmitted either electronically or by first class mail, within the time specified, equals or exceeds the quorum required to be present at a meeting of members authorized in such action (25); and (2) the number of written ballots approving the election of a nominee must be the highest number of votes cast for each Board position subject to election as would be required for an election of a nominee at a meeting of the members. . Written Bballots shall be returned either by first class mail or by electronic mail communication to either the principal business address of CSDA or CSDA’s designated electronic format specified on the ballot prior to the close of business (5:00 pm) on the DRAFT CSDA Bylaws Updates ‐ 2016 Page 13 designated election date, which shall be at least 45 days prior to the Annual Conference. Written Bballots received either by first class mail or electronic communication after the specified date shall be invalid and shall not be counted. All written ballots received by mail shall remain sealed until opened in the presence of the Election and Bylaws Committee chairperson or his/her designee. All electronic ballots will be prepared, distributed, authenticated, received, tabulated, and kept secure and confidential. Section 5. Event of Tie: In the event of a tie vote, a supplemental mail written ballot containing only the names of those candidates receiving the same number of votes shall be distributed either by first class mail or electronically mailed to each regular voting member in the region/network where the tie vote occurred. Those mail written ballots received by mail or electronically prior to the close of business (5:00 pm) on the date designated by the Election and Bylaws Committee shall be considered valid and counted. All supplemental mail written ballots received after the designated date whether by first class mail or electronically shall will be deemed invalid. All written ballots received either by mail or electronically shall remain sealed as provided in Article III, Section 4.B of these Bylaws.until opened in the presence of the Committee chair or his/her designee. In the event the supplemental mail written ballot also results in a tie vote, the successful candidate will be chosen by a drawing by lot. Section 6. Director Vacancy: In the event of a director vacating his/her seat on the Board of Directors, an individual who meets the qualifications as specified in these Bylaws may be appointed or elected to complete the director’s unexpired term. A. Two or Three Vacant Seats in the Same Region/Network: In the event more than one seat on the CSDA Board of Directors in any one region/network is vacant at the same time, such vacancies shall be filled by election. A mail written ballot shall be prepared; listing all nominees for that region/network accepted and approved by CSDA and distributed o each regular voting member in each such network either by first class mail or by electronic communication pursuant to the provisions of Article III, Section 4.A and B of these Bylaws Regular members of each region/network shall be entitled to cast one vote for each open seat in that region/network by returning a completed written ballot to CSDA either by first class mail or by electronic communication. The candidate receiving the most votes will be elected to the vacant seat with the longest remaining term. The candidate receiving the second highest number of votes will be elected to fill the vacant seat with the second longest remaining term. The candidate receiving the third highest number of votes will be elected to fill the vacant position with the third longest remaining term. B. Vacancy Before Nomination Period DRAFT CSDA Bylaws Updates ‐ 2016 Page 14 In the event of a vacancy occurring “before” the nomination period, at the discretion of the CSDA Board, the vacancy may be filled by appointment or special election. Should the CSDA Board choose to fill the vacancy by appointment, notification of the vacancy and request for nominations shall be sent by regular mail or electronic communication to all regular members in good standing in the network in which the vacancy occurred. The network’s existing directors sitting on the CSDA Board shall interview all interested candidates of that network and bring a recommendation to the CSDA Board of Directors for consideration. The Board shall make the appointment to fill the unexpired term of the vacated Board position. Should the CSDA Board choose to fill the vacancy by special election, written notification of the vacancy and request for nominations shall be sent either by first class mail or electronically to each regular member in good standing in the network in which the vacancy occurred. Nominations will be accepted for the vacant seat by first class mail or by electronic communication and shall be placed on the written ballot for election in that network. Such election shall be conducted pursuant to the provisions of Article III, Section 4.A and B hereof. B.C. Vacancy During Nomination Period: In the event of a vacancy occurring “during” the nomination period, the vacancy shall be filled by election. Written notification of the vacancy and request for nominations shall be sent either by first class mail or electronically to each regular member in the region/network in which the vacancy occurred. Nominations will be accepted for the vacant seat by first class mail or by electronic communication and shall be placed on the mail written ballot for election in that region/network. Such election shall be conducted pursuant to the provisions of Article III, Section 4.A and B hereof. C.D. Vacancy After Nomination Period: In the event of a vacancy occurring “after” the nomination period has closed, at the discretion of the CSDA Board, the vacancy may remain unfulfilled until the next regularly scheduled election or may be filled by appointment. Should the CSDA Board choose to fill the vacancy by appointment, notification of the vacancy and request for nominations shall be sent by regular mail or electronic communication to all regular members in good standing in the region/network in which the vacancy occurred. The region’s/network’s existing directors sitting on the CSDA Board shall interview all interested candidates of that region/network and bring a recommendation to the CSDA Board of Directors. The Board shall make the appointment to fill the unexpired term of the vacated Board position. Section 7. Director Disqualification: A. A director shall become disqualified from further service upon the occurrence of the following: A director’s district is no longer a member of CSDA; a director is no longer a board member or an employee of a member district; and/or a director shall resign. DRAFT CSDA Bylaws Updates ‐ 2016 Page 15 Any officer or director may resign at any time by giving written notice to the President or CEO. Any such resignation shall take effect at the date of the receipt of such notice or at any time specified therein. B. The position of a director may be declared vacant by a majority vote of the CSDA Board of Directors when a director is unexcused and fails to attend three consecutive meetings of the Board. Section 8. Powers of Directors: Subject to the limitations of these Bylaws, the Articles of Incorporation, and the California General Nonprofit Corporation Law, all corporate powers of the CSDA shall be exercised by or under the authority of the Board of Directors. DRAFT CSDA Bylaws Updates ‐ 2016 Page 16 ARTICLE IV – DIRECTOR MEETINGS Section 1. Place of Meetings: Meetings of the Board of Directors shall be held in the state of California, at such places as the Board may determine. Section 2. Ratification Meeting: Following the election of Directors, the Board shall hold a meeting at such time and place as determined by the Board for the purpose of ratifying the newly elected directors and to transact other business of CSDA. Section 3. Organization Meeting: After the ratification meeting, an organizational meeting of the Board shall be held at such time and place as determined by the Board for the purpose of electing the officers of the Board of Directors and the transaction of other business of CSDA. Section 4. Planning Session: As directed by the Board of Directors, a special Strategic Planning Meeting shall be held to review and evaluate the plans, policies and activities related to the business interests of CSDA. Section 5. Regular Meetings: The dates of the regular meetings of the Board of Directors shall be ratified at the last Board meeting of the previous year. The meetings shall be held at such time and place as the Board may determine. The dates and places of the Board meetings shall be published in the CSDA’s publications for the benefit of the members. Section 6. Special Meetings: A special meeting of the Board of Directors, for any purpose, may be called at any time by the President or by any group of seven 10 directors or as described in Article II, Section 6.B. Such meetings may be held at any place designated by the Board of Directors. In the event directors are unable to personally attend the special meeting, teleconferencing means will be made available. Notice of the time and place of special meetings shall be given personally to the directors, or sent by written or electronic communication. All written notices shall be sent at least ten days prior to the special meeting and electronic notices at least five days prior. Section 7. Quorum: A quorum of the Board of Directors for the purpose of transacting business of the CSDA shall consist of ten directors. A majority vote among at least ten directors present at a duly noticed meeting shall constitute action of the Board of Directors. Section 8. Board Meetings by Telephone and Electronic Communications: DRAFT CSDA Bylaws Updates ‐ 2016 Page 17 Any Board meeting may be held by conference telephone, video screen communication or other electronic communications equipment. Participation in such a meeting under this Section shall constitute presence in person at the meeting if both of the following apply: (a) each Board member participating in the meeting can communicate concurrently with all other Board members; and (b) each member of the Board is provided a means of participating in all matters before the Board, including the capacity to propose or interpose an objection to a specific action to be taken by CSDA, and the capacity to vote on any proposal requiring action of the Board. Section 98. Official Records: All official records of the meetings of the CSDA shall be maintained at the principal business office of the CSDA. DRAFT CSDA Bylaws Updates ‐ 2016 Page 18 ARTICLE V – OFFICERS Section 1. Number and Selection: The officers of CSDA shall be the President, Vice President, Secretary, Treasurer and the Immediate Past President. The officers shall be elected annually from the then current members of the Board of Directors without reference to regions/networks. All officers shall be subordinate and responsible to the CSDA Board of Directors and shall serve without compensation. Each shall hold office for the term of one year, or until resignation or disqualification. The Board of Directors may appoint such other officers as the business of CSDA may require. Each of the appointed officers shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may determine. Section 2. Duties of the President: The President shall be the chief officer of the CSDA and shall, subject to the approval of the Board of Directors, give supervision and direction to the business and affairs of CSDA. The President shall preside at all Board of Director and membership meetings. The President shall be an ex-officio member of all Standing Committees. The President shall appoint committee chairs and vice-chairs and members of the Standing Committees, subject to confirmation by the Board of Directors. The President shall have the general powers, duties and management usually vested in the office of the president of a corporation. The President shall have such other powers and duties as may be prescribed by these Bylaws or by the vote of the Board of Directors. Section 3. Duties of the Vice President: In the absence of, or disability of the President, the Vice President shall perform all of the duties of the President. When so acting, the Vice President shall have all the powers of the President, and be subject to all the restrictions upon the President. The Vice President shall be an ex-officio member of all of the Standing Committees. Section 4. Duties of the Secretary: The Secretary or a designee appointed by the Board of Directors shall give notice of meetings to the Board of Directors, and notices of meetings to the members as provided by these Bylaws. The Secretary or designee shall record and keep all motions and resolutions of the Board. A record of all meetings of the Board and of the members shall be maintained. All written records of the Secretary shall be kept at the business office of CSDA. A list of the membership of CSDA shall be maintained by the Secretary or such designee. Such record shall contain the name, address and type of membership, of each member. The date of membership shall be recorded, and in the event the membership ceases, the date of termination. DRAFT CSDA Bylaws Updates ‐ 2016 Page 19 The Secretary or designee shall perform such other duties as may be required by law, by these Bylaws, or by the Board of Directors. Section 5. Duties of the Treasurer: The Treasurer or a designee appointed by the Board of Directors shall keep and maintain adequate and correct accounts of the properties and the business transactions of CSDA, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The books of account shall at all times be open to inspection by any director or member of the CSDA. The Treasurer or designee shall be responsible to cause the deposit of all moneys of the CSDA, and other valuables in the name and to the credit of CSDA, with such depositories as may be designated by the Board of Directors. The Treasurer or designee, shall disburse, or cause to be disbursed by persons as authorized by resolution of the Board of Directors, the funds of CSDA, as ordered by the Board of Directors. The Treasurer or designee shall serve as chair of the CSDA Fiscal Committee. The Treasurer shall render to the President and the Board of Directors an account of all financial transactions and the financial condition of CSDA at each Board meeting and on an annual basis, or upon request of the Board. The Treasurer or designee shall, after the close of the fiscal year of CSDA, cause an annual audit of the financial condition of CSDA to be done. The Treasurer or such designee shall perform such other duties as may be required by law, by these Bylaws, or by the Board of Directors. Section 6. Disbursement of Funds: No funds shall be disbursed by CSDA unless a check, draft or other evidence of such disbursement has been executed on behalf of CSDA by persons authorized by resolution of the Board of Directors. Section 7. Removal of Officers: Officers of the Board may be removed with or without cause at any meeting of the Board of Directors by the affirmative vote of a majority of the Board of Directors present at such meeting. DRAFT CSDA Bylaws Updates ‐ 2016 Page 20 ARTICLE VI – COMMITTEES Section 1. Committee Structure: Each committee shall have a chair and a vice-chair who shall be directors of the Board of Directors. Each committee shall have at least two Board members and no more than nine Board members. Directors may be appointed as alternate members of a committee, in the event of an absent committee member. Other members of any committee may include designees of regular, associate or Business Affiliate members. Section 2. Committee Actions: All actions of any committee of the CSDA shall be governed by and taken in accordance with the provisions of these Bylaws. All committees shall serve at the pleasure of the Board and have such authority as provided by the Board of Directors. Minutes of each committee meeting shall be kept and each committee shall present a report to the Board of Directors at each scheduled Board meeting. No committee may take any final action on any matter that, under these Bylaws, or under the California Nonprofit Public Benefit Corporation Law, also requires approval of the members of the CSDA. All committees, regardless of Board resolution, are restricted from any of the following actions as imposed by the California Nonprofit Public Benefit Corporation Law No committee may: Fill vacancies on the Board of Directors or on any committee that has authority of the Board; create any other committees of the Board or appoint the members of the committees of the Board. No committee may fix compensation of the directors for serving on the Board or on any committee; expend corporate funds to support a nominee for director; or approve any contract or transaction to which CSDA is a party and in which one or more of its directors has a material financial interest. No committee may amend or repeal Bylaws or adopt new Bylaws or amend or repeal any resolution of the Board that by its express terms is not subject to amendment or repeal. Section 3. Committee Meetings: Meetings of the committees of CSDA shall be held in accordance with the provisions of these Bylaws. The time and place for regular meetings of such committees may be determined by the Board or by such committees. Special meetings of the committees may be called by the chair of such committee, or by the Board of Directors. Written notice of any regular or special committee meeting may be given either personally, by first class mail, or by electronic transmission as specified in Article II, Section 6.C.2 of these Bylaws. Any committee meeting may also be held by conference telephone, video screen communication or other electronic communication equipment. Participation in such a meeting under this Section shall constitute presence in person at the committee meeting if both of the DRAFT CSDA Bylaws Updates ‐ 2016 Page 21 following apply: (a) each committee member participating in the meeting can communicate concurrently with all other committee members; and (b) each member of the committee is provided a means of participating in all matters before the committee, including the capacity to propose or interpose an objection to a specific action to be taken by that committee, and the capacity to vote on any proposal requiring action or recommendation by the committee. Section 4. Standing Committees: Standing Committees of CSDA shall be advisory in nature except for the Finance Corporation (see Section 4D). The Standing Committees are: Executive, Professional Development, Elections and Bylaw, Finance Corporation, Fiscal, Legislative, Member Services and Audit. The President shall recommend the appointment of committee officers and members of each Standing Committee except the Executive Committee. All committee members are subject to ratification by the Board of Directors. A. Executive Committee: The Executive Committee shall consist of all officers of CSDA. Members shall include the President, Vice President, Secretary, Treasurer and the Immediate Past President of CSDA. If the Immediate Past President is no longer a member of the Board of Directors, a previous past president may be appointed. If there are no directors who have served as Ppresident in the past, the President shall appoint a current director to serve as a member of the Executive Committee. Subject to these Bylaws and approval of the Board of Directors, the Executive Committee shall have full power, authority and responsibility for the operation and function of the CSDA. B. Professional Development Committee: The Professional Development Committee shall provide advice, feedback and general guidance for plan, organize and direct CSDA professional development programs and events. C. Election and Bylaws Committee: The Election and Bylaws Committee shall be responsible for conducting all elections for the CSDA Board of Directors as provided in these Bylaws. The Committee shall annually review the Bylaws and shall be responsible for membership vote on any bylaw changes and approval of election materials. D. Finance Corporation Committee: The Finance Corporation Committee shall serve as the Board of Directors of the CSDA Finance Corporation a California non-profit public benefit corporation organized to provide financial assistance to CSDA members in acquiring, constructing and financing various public facilities and equipment for the use and benefit of the public. The Finance Corporation Committee is not an advisory committee, but has all of the powers described in the CSDA Finance Corporation Bylaws, which are incorporated herein by DRAFT CSDA Bylaws Updates ‐ 2016 Page 22 this reference. Such powers include the powers to manage and control the business affairs of the corporation, to approve policies for the corporation’s operations, and to enter into all contracts necessary to provide financial assistance to CSDA members. E. Fiscal Committee: The Treasurer shall serve as the chair of the Fiscal Committee and shall, with the Committee, be responsible for oversight of all the financial transactions of the CSDA. An annual budget shall be reviewed by the committee and ratified by the Board of Directors. F. Legislative Committee: The Legislative Committee shall be responsible for the development of CSDA’s legislative agenda. The Committee shall review, direct and assist the CSDA Advocacy and Public Affairs Department with legislative and public policy issues. G. Member Services Committee: The Member Services Committee shall be responsible for recruitment and recommendation of new members to the CSDA Board of DirectorsThe Member Services Committee shall be responsible for recruitment and retention activities as well as recommendation of new members and benefits to the CSDA Board of Directors. All new members shall be ratified by the Board of Directors. H. Audit Committee: The Audit Committee is responsible for maintaining and updating internal controls. The Committee selects the Auditor for Board of Directors approval and provides guidance to the auditors on possible audit and fraud risks. The Committee reviews the audit and management letter and makes recommendation to the Board of Directors for action. Section 5. Ad Hoc Committees: The President may appoint other Ad Hoc Committees and their officers as may be determined necessary for the proper operation of the CSDA. The Standing Committees and the Ad Hoc Committees shall plan and authorize such programs as may be directed by the Board of Directors. The Ad Hoc Committees shall be advisory in nature and shall be composed of at least two members of the Board of Directors. Other members of such committees may include designees of regular, associate or professional members, or members of the public, as approved by the Board of Directors. Section 6. Special Committee of the Board: A Special Committee may be granted authority of the Board as a Committee of the Board, as required by the California Nonprofit Public Benefit Corporation Law, provided by a specific resolution adopted by a majority of the Board of Directors then in office. In such case, the Special Committee shall be composed exclusively of two or more directors, but less than a quorum of the Board of Directors. DRAFT CSDA Bylaws Updates ‐ 2016 Page 23 ARTICLE VII – INDEMNIFICATION Section 1. Right of Indemnity: To the fullest extent permitted by law, the CSDA shall defend, indemnify and hold harmless both its past and present directors, officers, employees and other persons described in Section 5238(a) of the California Corporations Code, against any and all actions, expenses, fines, judgments, claims, liabilities, settlements and other amounts reasonably incurred by them in connection with any “proceeding”, as that term is used in the Section 5238(a) of the California Corporations Code. “Expenses”, as used in these Bylaws, shall have the same meaning as in Section 5238(a) of the California Corporations Code. Section 2. Approval of Indemnity: On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of the members. At the request for indemnification meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard or conduct set forth in Section 5238(b) or Section 5238(c) has been met, and, if so, the members present at the meeting in person or by proxy shall authorize indemnification. Section 3. Insurance: The CSDA shall have the right to purchase and maintain insurance to the full extent permitted by law, on behalf of its officers, directors, employees, and agents, against any liability asserted against or incurred by any officer, director, employee or agent in such capacity, or arising out of the officer’s, director’s, employee’s, or agent’s status as such. Section 4. Liability: No member, individual, director, or staff member of the CSDA shall be personally liable to the CSDA’s creditors, or for any indebtedness or liability. Any and all creditors shall look only to the CSDA’s assets for payment. DRAFT CSDA Bylaws Updates ‐ 2016 Page 24 ARTICLE VIII – LOCAL CHAPTERSAFFILIATED CHAPTERS Section 1. Purpose: The purpose of local affiliated chapters is to provide a local forum of members for the discussion, consideration and interchange of ideas concerning matters relating to the purposes and powers of special districts and the CSDA. The local affiliated chapters may meet to discuss issues bearing upon special districts and the CSDA. The chapters may make recommendations to the CSDA’s Board of Directors. Section 2. Organization: The regular voting members of CSDA are encouraged to create and establish local affiliated chapters. In order to be recognized as a CSDA Chapter, each Chapter must approve and execute a Chapter Affiliation Agreement in order to obtain the right to use the CSDA name, logo, membership mailing list, intellectual property, endorsements, and CSDA staff support and technical assistance in conducting Chapter activities. The terms and conditions of the Chapter Affiliation Agreement are incorporated herein by this reference. Each chapter formed prior to August 1, 2011, including but not limited to the following chapters must have at least one CSDA member in their membership at all times: Alameda, Butte, Contra Costa, Kern, Marin, Monterey, Orange (ISDOC), Placer, Sacramento, San Bernardino, San Diego, San Luis Obispo, San Mateo, Santa Barbara, Santa Clara and Ventura. Such existing chapters may include as members local organizations, districts and professionals who are not members of CSDA. New chapters formed after August 1, 2011, are required to have 100 percent of their special district members be current members of CSDA in order to be a chapter affiliate of CSDA. Such local chapters may include members of local organizations and professionals who are not members of CSDA. Local Affiliated chapters shall be determined to be affiliates of the CSDA upon approval and execution of the Chapter Affiliation Agreement by the local chapter and approval and ratification of the Chapter Affiliation Agreement by the CSDA Board of Directors. The chapters shall be required to provide updated membership lists to the CSDA at least annually. CSDA and its local affiliated chapters shall not become or be deemed to be partners or joint ventures with each other by reason of the provisions of these Bylaws or the Chapter Affiliation Agreement. Section 3. Rules, Regulations and Meetings: Each local affiliated chapter shall adopt such rules and regulations, meeting place and times as the membership of such local affiliated chapter may decide by majority vote. Rules and regulations of the local affiliated chapter shall not be inconsistent with the Articles of Incorporation or Bylaws of CSDA. Section 4. Financing of Local Affiliated Chapters: DRAFT CSDA Bylaws Updates ‐ 2016 Page 25 No part of CSDA’s funds shall be used for the operation of the local affiliate chapters affiliates. CSDA is not responsible for the debts, obligations, acts or omissions of the local affiliate chapters. Section 5. Legislative Program Participation: Local Affiliate chapters may function as a forum in regard to federal, state and local legislative issues. The chapters may assist CSDA in the distribution of information to their members. DRAFT CSDA Bylaws Updates ‐ 2016 Page 26 ARTICLE IX – AMENDMENTS TO THE BYLAWS Section 1. Amendment Proposals: Any regular voting member in good standing may propose changes to these Bylaws. The proposed amendments shall be reviewed by the Board of Directors and submitted to the Election and Bylaws Committee for their study. After examination by the Election and Bylaws Committee and upon resolution approval by of the Board of Directors the amendment proposals may be submitted for vote at the Annual Business meeting of the members held by CSDA, at a specially called meeting, or by a mailed or electronic ballot. Section 2. Amendment Membership Meeting: Prior notice in writing of the proposed amendment/s to these Bylaws shall be given either by first class mail or by electronic transmission by the Board of Directors to the regular voting members in good standing, not later than 45 days in advance of the amendment meeting pursuant to the provisions of Article II, Section 6.C of these Bylaws. The electronic notice shall include copies of the proposed amendments. Electronic copies of the proposed amendment/s shall also be available on the CSDA website for review by the regular voting members prior to the meeting. Copies of the proposed amendments shall also be available for the regular voting members at the amendment membership meeting. The amendment membership meeting may be conducted as an electronic meeting pursuant to the provisions of Article II, Section 6.D of these Bylaws. Section 3. Mailed Written Bylaw Amendment Ballot: The Board of Directors of CSDA may submit Bylaw amendments for approval of regular voting members by mail or electronic ballot rather than by means of an amendment membership meeting. When a mailed written ballot is utilized used to amend these Bylaws, the ballot shall include the text of all proposed Bylaw amendments and matters the Board of Directors intends to present for action and vote by the members. Such written ballot shall contain the information specified in Article II, Section 6.F of these Bylaws and shall be mailed distributed by CSDA to all regular voting members either by first class mail or by electronic transmission at least 45 days in advance of the date designated for return of the ballot. The ballot shall be mailed by first class mail, not later than 45 days in advance of the date CSDA has designated for the receipt of the ballot. Written ballots shall be returned either by first class mail or by electronic communication to either the principal business address of CSDA or CSDA’s designated electronic format specified on the ballot prior to the close of business (5:00 pm) on the designated election date. Written ballots received either by first class mail or electronic communication after the specified date shall not be counted and will be deemed invalid.The amendment ballot must be received by CSDA, no later than the established deadline date and time. Ballots received after the specified deadline will be deemed invalid DRAFT CSDA Bylaws Updates ‐ 2016 Page 27 Section 4. Bylaw Amendment Ratification: A. Membership Meeting: The proposed Bylaw amendments shall be deemed adopted by the members when the number of votes cast by a majority vote of all regular voting members present at a such membership meeting meets or exceeds the required, at which a quorum of 25 regular voting members, and the number of votes cast approving the Bylaw amendments constitutes a majority of votes cast, i.e., 50% plus one of regular voting members casting ballots at such meeting, as defined in Article 2, Section 5 of these Bylaws, of the members is present. B. Mailed or Electronic Ballot: The proposed Bylaw amendment/s shall be deemed adopted by a majority of the regular voting members by mail or electronic ballot when the provisions of Article II, Section 6.H of these Bylaws have been satisfied.when ballots have been returned by a quorum of the regular voting members, and have been approved by a majority vote of the mail ballots returned. DRAFT CSDA Bylaws Updates ‐ 2016 Page 28 EXHIBIT A ITEM NO. 8.5 AGENDA REPORT Meeting Date: June 9, 2016 To:Board of Directors From:Marc Marcantonio, General Manager Presented By:Marc Marcantonio, General Manager Dept:Board of Directors Reviewed by Legal:Yes Prepared By:Annie Alexander, Executive Secretary Subject:Reconsideration of Registration and Compensation Expenses for Director Attendance at the OC Taxpayers Association Luncheon held April 27, 2016 STAFF RECOMMENDATION: That the Board of Directors: (1) rescind the previous action taken in relation to this matter; (2) provide an opportunity for public comment regarding this item; and (3) reconsider payment of registration and compensation expenses for Director attendance at this event. DISCUSSION: The Board of Directors previously ratified Director attendance at this event at the regular meeting held April 28, 2016. Since that time, a member of the public has requested that this matter be brought back to the Board for consideration as they felt they were precluded from providing public comment. As stated in the Board's Policies and Procedure Manual, Directors are encouraged to attend conferences, conventions, meetings, symposiums, intergovernmental meetings and legislative sessions relating to the mission of the District. Directors shall receive reimbursement or payment of expenses, according to District rules, incurred in the performance of their duties as required or authorized by the Board. Attendance at an event must be pre-approved or ratified by the Board in order to be considered as an activity for the purposes of compensation and reimbursement of expenses. ATTACHMENTS: Name:Description:Type: OCTax_Luncheon.pdf Backup Material Backup Material OCTax Events April Lunch Program Wednesday, April 27, 2016 11:30 a.m. - Registration 12:00 p.m. - Lunch and Program The Center Club, Costa Mesa Orange County Taxpayers Association Presents its April Lunch Program with a fantastic program for those who want to know how the upcoming ballot initiatives will impact your taxes. FEATURING: Jon Coupal President Howard Jarvis Taxpayers Association Teresa Casazza President California Taxpayers Association Thank you to our event sponsor, The Irvine Company. TICKET PRICING: • OCTax Members: $25 • Non-members: $70 (includes 2016 membership)   ITEM NO. 10.1 AGENDA REPORT Meeting Date: June 9, 2016 Subject:Interagency Committee with MWDOC and OCWD (Collett/Melton) · Minutes of the meeting held May 24, 2016 at 4:00 p.m. · Next meeting scheduled July 26, 2016 at 4:00 p.m. ATTACHMENTS: Name:Description:Type: 2016-05-24_-_Minutes_-_YLWD-MWDOC-OCWD.docx Minutes Minutes 1 MINUTES OF THE YORBA LINDA WATER DISTRICT INTERAGENCY COMMITTEE MEETING WITH MWDOC AND OCWD Tuesday, May 24, 2016, 4:00 p.m. 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER The May 24, 2016 meeting of the Yorba Linda Water District Interagency Committee with MWDOC and OCWD was called to order at 4:00 p.m. The meeting was held in the Admin Conference Room at the District’s Administration Building located at 1717 East Miraloma Avenue in Placentia, California 92870. 2. ROLL CALL YLWD COMMITTEE MEMBERS YLWD STAFF Director Ric Collett Marc Marcantonio, General Manager Director Gary Melton Steve Conklin, Engineering Manager Damon Micalizzi, Public Information Mgr John DeCriscio, Operations Mgr. MWDOC COMMITTEE MEMBER MWDOC STAFF None. Rob Hunter, General Manager OCWD COMMITTEE MEMBER OCWD STAFF Director Roger Yoh Mike Markus, General Manager 3. PUBLIC COMMENTS None. 4. DISCUSSION ITEMS 4.1. State Water Resources Control Board's Drought Response Mandate and Projection for Greater Conservation Mr. Marcantonio reported on the May 18 action by the SWRCB setting conservation goals based on a “self-certification” program that allows regional or local control of conservation goals, based on real-world supply and demand projections. He described the process and the data needs from OCWD and MWDOC. Discussion followed regarding the program and how it will be presented to YLWD customers as well as the customers throughout Orange County relative to the current drought message. 2 4.2. MWDOC Member Agencies Response to Drought and Turf Replacement Rebate Program It was reported by Mr. Hunter and Mr. Marcantonio that the combined MWDOC agencies and YLWD, respectively, continue to meet their conservation goals. Mr. Hunter noted that MET’s new budget will include funding for turf replacement at $0.30/sf and a more substantial amount for irrigation smart-timers. 4.3. MWD Water Supply Conditions and Outlook Mr. Hunter reported that DWR has set a 60% allocation of SPW for MET, with the possibility that it could possibly increase to 65%. With this increased availability of SPW, MET has eliminated its reduced allocation to member agencies and will provide 100% of demands on its system. In addition, MET will be providing water to storage including water to Diamond Valley Reservoir. 4.4. MWDOC's OC Water Reliability Investigation Mr. Hunter reported that this investigation is undergoing sensitivity analysis at this time, with a draft report to follow. 4.5. OCWD Groundwater Basin Condition, Basin Production Percentage, and Replenishment Assessment Mr. Markus reported that OCWD is maximizing its draw of MET water at this time at 130 cfs, and plans to continue to do so until December, if possible. The groundwater basin has recovered somewhat, with the overdraft at 370,000 AF. For FY2016-17, the RA will be $402/AF and the BPP will be 75%. 4.6. Huntington Beach Desalination Project and Next Steps Mr. Markus reported that he anticipates a workshop with his Board on the project in late June or early July, reviewing alternatives and costs for the offsite improvements and delivery. He noted that the new date when Poseidon will present the project to Coastal Commission is September 2016. 4.7. Potential Projects for the Water Bond and Outlook for Bay Delta Conservation Plan Mr. Markus reported that OCWD has made application for bond money as follows: $7M for La Palma Basin Project, $30M for final expansion of GWRS Project, and $13M for Mid-Basin Injection Project. 4.8. Status of North Basin and South Basin Projects Mr. Markus reported that for the North Basin Project, OCWD is advertising for bids for the EW-1 Project, which is a 1200 gpm well and appurtenances with discharge to the nearby OCSD sewer. The good news is that this flow will go through OCSD Plant 1 and become supply to GWRS. No significant progress on the South Basin Project. 3 4.9. YLWD Well Projects and Proposal for Dual-Use Mr. Conklin reported that Well 21 Project will be complete by the end of 2016, which will include a new turnout for OCWD for water for landscape irrigation along and near La Palma Avenue. Regarding the Well 22 Project, he understands that a first draft of the lease agreement has been prepared and is being reviewed by OCWD staff before coming to YLWD for review and ultimately for approval by the two boards. 4.10. Future Agenda Items None. 5. ADJOURNMENT 5.1. The meeting was adjourned at 5:29 p.m. The next YLW D/MWDOC/OCWD Interagency Committee meeting is scheduled to be held Tuesday, July 26, 2016 at 4:00 p.m. SC ITEM NO. 10.4 AGENDA REPORT Meeting Date: June 9, 2016 Subject:Citizens Advisory Committee (Melton) · Minutes of the meeting held May 23, 2016 at 8:30 a.m. · Next meeting scheduled June 27, 2016 at 8:30 a.m. ATTACHMENTS: Name:Description:Type: 2016-05-23_-_Minutes_-_CAC.docx Minutes Minutes 1 MINUTES OF THE YORBA LINDA WATER DISTRICT CITIZENS ADVISORY COMMITTEE MEETING Monday, May 23, 2016, 8:30 a.m. 1717 E Miraloma Ave, Placentia CA 92870 1. CALL TO ORDER The May 23, 2016 meeting of the Yorba Linda Water District’s Citizens Advisory Committee was called to order at 8:30 a.m. The meeting was held in the Training Room at the District’s Administration Building located at 1717 East Miraloma Avenue, Placentia California 92870. 2. ROLL CALL COMMITTEE MEMBERS PRESENT Lindon Baker Fred Hebein Cheryl Borden Joe Holdren Carl Boznanski Modesto Llanos Bill Guse YLWD DIRECTORS PRESENT YLWD STAFF PRESENT Gary Melton, Director Marc Marcantonio, General Manager Mike Beverage, Director Damon Micalizzi, Public Information Manager Malissa Tem, Public Affairs Representative OTHER ATTENDEES Jeff Decker, Resident Eddy Jackson, Resident John Koeller, Resident Ben Parker, Resident 3. PUBLIC COMMENTS Mr. Parker offered to do a presentation at the next CAC meeting where he will report on his analysis of water districts and how rates differ throughout the County. He asked for input and was given parameters and suggestions from the Committee to aide his research and collection of data. The Committee agreed to let Mr. Parker present at the Committee’s June 27, 2016 meeting. 4. DISCUSSION ITEMS 4.1. Governor’s New Executive Order and Updated Conservation Regulations Staff reported that the Governor had extended the State’s Emergency Drought Declaration through January 2017. However, the State Water Resources Control Board (SWRCB) had removed mandated reduction percentages at the retail level, leaving conservation targets to be set based on available supply. These targets or “self-certifications” will be subject to SWRCB approval. 2 4.2. Conservation Update and Monthly Water Supply Report Staff reported that the District had continued to conserve at a 36% rate through the month of April and that May’s numbers were trending similarly. As such, and with the relaxed restrictions from the State, the Board was set to consider adjusting the stage of the Conservation Ordinance to allow for 3 day per week watering. 4.3 Director’s Report Director Melton mentioned that reports and comments made by some of the public about the District’s Capital Improvement Projects, namely the Fairmont Booster Pump Station upgrade, being subsidies for future development was simply not true. 4.4 Future Agenda Items Presentation by Mr. Ben Parker on OC Water Rates. 5. ADJOURNMENT 5.1. The meeting was adjourned at 10:10 a.m. The next Citizens Advisory Committee meeting is scheduled to be held Monday, June 27, 2016 at 8:30 a.m. DM ITEM NO. 12.1 AGENDA REPORT Meeting Date: June 9, 2016 Subject:Meetings from June 10, 2016 - July 31, 2016 ATTACHMENTS: Name:Description:Type: BOD_-_Activities_Calendar.pdf Backup Material Backup Material Event Date Attendance by: June 2016 Board of Directors Workshop MeetingTue, Jun 14 MWDOCWed, Jun 15Melton OCWDWed, Jun 15Kiley Yorba Linda Planning CommissionWed, Jun 15Melton Yorba Linda City CouncilTue, Jun 21Collett OCSDWed, Jun 22Kiley/Beverage Board of Directors Regular MeetingThu, Jun 23 Citizens Advisory Committee MeetingMon, Jun 27Melton Joint Committee Meeting with City of Yorba LindaTue, Jun 28Collett/Beverage Yorba Linda Planning CommissionWed, Jun 29Hawkins ISDOCThu, Jun 30Hawkins/Kiley July 2016 District Offices ClosedMon, Jul 4 Yorba Linda City CouncilTue, Jul 5Beverage MWDOCWed, Jul 6Melton OCSD Operations CommitteeWed, Jul 6Kiley/Beverage OCWDWed, Jul 6Collett WACOFri, Jul 8Hawkins/Kiley LAFCOWed, Jul 13Beverage (As Needed) Yorba Linda Planning CommissionWed, Jul 13Melton Board of Directors Regular MeetingThu, Jul 14 Yorba Linda City CouncilTue, Jul 19Collett MWDOCWed, Jul 20Melton OCWDWed, Jul 20Kiley Citizens Advisory Committee MeetingMon, Jul 25Melton Interagency Committee Meeting with MWDOC and OCWDTue, Jul 26Collett/Melton OCSDWed, Jul 27Kiley/Beverage Yorba Linda Planning CommissionWed, Jul 27Hawkins Board of Directors Regular MeetingThu, Jul 28 8:30AM 4:00PM 6:00PM 6:30PM 8:30AM 8:00AM 6:30PM 8:30AM 6:30PM 8:30AM 5:30PM 7:00AM 6:30PM 8:30AM 5:00PM 5:30PM 7:30AM 8:30AM 9:00AM 6:30PM 11:30AM 8:30AM 5:30PM 6:30PM 6:30PM 6:00PM 8:30AM Board of Directors Activity Calendar Time 3:00PM 6/2/2016 11:12:45 AM