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HomeMy WebLinkAbout2011-053 IGA - Emergency Notification JACKSON COUNTY, OREGON INTERGOVERNMENTAL AGREEMENT FOR AN EMERGENCY NOTIFICATION SYSTEM This inter-governmental agreement, hereinafter referred to as "Agreement," is made and entered into this 20th day of April, 2011, by and between the County of Jackson, by and through its Board of Commissioners, hereinafter referred to as "County" and City of Ashland, hereinafter referred to as "City." County and City are hereinafter individually referred to as the :'Party" and collectively referred to as the "Parties". WHEREAS, the City and County share acommon mission to promote the safety and welfure of the public; and WHEREAS, the City requires a solution to rapidly notify citizens it serves, and its own personnel, in the event of disruptions, hazards and emergencies; and WHEREAS, the County has contracted with Everbridge, Inc., for an Emergency Notification System that will meet the City's needs; and WHEREAS, the public is best served when organizations that serve the public cooperate by sharing information and resources in order to improve service and cost; and WHEREAS, the authority exists in the Law and the Funds have been budgeted, appropriated and otherwise made available; and WHEREAS, sufficient uncommitted balance of said Funds remain available for encumbering and subsequent payment; and WHEREAS, required approval, clearance, and coordination have been accomplished from and by the Parties to this Agreement; NOW, TIfEREFORE BE IT AGREED that, the County and City enter into this Agreement with the following provisions: 1. ResDonsibilities A. County will contract for and administer the contract for an Einergency Notification System (hereinafter "System'') which delivers those features described in Exhibit A of this IGA. To the best of its ability, as permitted contractna1ly, County will compel the contricted provider of the System (hereinafter "Vendor'') to deliver service levels described in Exhibit B of this Agreement. City understands that County is not providing the System directly, and agrees that County is not responsible for providing City with capabilities beyond what is included in County's contract with Vendor. B. City agrees to designate and authorize two members of its staff (hereinafter "Agency Administrator'') to serve as primary and secondary system administrators and liaisons to County with respect to City's use of the System. C. County will provide the Agency Administrators access to the System as Users with delegated administration capability and responsibility for areas of the system relevant to City's jurisdiction, . subject to the terms and conditions of the contract between County and the Vendor. County intends for the system to be as useful as possible to City, and will delegate as much control to the Agency Administrators as practical within the constraints of the software, and will only limit control to the degree necessary to prevent City's use from interfering with use by County or other participating organizations. D. Agency Administrators will not grant User access to people other than authorized City staff without written permission of County. E. City understands that Vendor may hold County responsible for improper use of System by City, and therefore City will ensure that Agency Administrators, City staff and any other people authorized to use the System by City will abide by the Vendor's and County's guidelines and policies for use of the System. City will ensure that all Users of the system authorized by City are trained and maintain current knowledge in the proper use of the System. F. City agrees to defend, save, hold harmless and indemnify Jackson County, Oregon, and its officers, employees, agents and members from all claims, suits or actions of whatever nature resulting from or arising out of the activities of City or its officers, employees, subcontractors or agents that are in violation of law or of Vendor's or County's guidelines and policies for the use of the System. G. County will provide at least one User or Administrator training session per year. City agrees that Agency Administrators,shall attend training offered by the County or Vendor. If City desires more training than offered by County, the County will ensure contractual access to Vendor for City to purchase training services directly from Vendor. City will be responsible for the cost of all training not offered through the County. H. City and County agree to cooperate in implementing and testing the System for use by City, and in resolving any problems that impair use of the System by City or other participating organizations. 2. Term. The term of this Agreement is from the date of execution through March 15, 2016. The County and City may extend the term of this Agreement by mutual consent via a written addendum to this Agreement. 3. Cost. City will, in exchange for use of the System, pay to County the sum of $4,050 on or before March 15,2013, and again on or before March 15,2014 and again on or before March 15, 2015. If the term of this Agreement is extended by mutual consent, payment shall be due on March 15th of each year thereafter during the extended term of this Agreement, at the rate agree to in extension agreement. 4. Termination. This Agreement is intended to remain in effect for the full term, but will automatically terminate in the event that County's contract with Vendor is terminated. The City or County may terminate this Agreement only in the event of the inability of County or City to lawfully appropriate funds to satisfy its financial obligations under this Agreement, or in the event of material breach of this Agreement by the other party. If a party terminates this Agreement pursuant to this paragraph, that party shall provide 30 days written' notice to the other party prior to the termination of the Agreement. Parties agree prorated refund of City's payment to County shall not be required. 5. Assignment. Except as otherwise provided, the duties and obligations of the Parties shall not be assigned, delegated, or subcontracted without the express prior written consent of the other Party. Any and all assignees or subcontractors are subject to the requirements of this Agreement. 6. No Third Party Beneficiaries. Except as otherwise stated, this Agreement shall be binding only upon the Parties hereto and their respective successorS and assignees. No third-party beneficiary rights or benefits of any kind are expressly provided or implied for herein. 7. Comoliance with AD{>licable Laws. City shall comply with all applicable federal, state and local laws, ordinances and regulations appliCable to the work under this Agreement. 8. GoverninR Law: Jurisdiction: Venue. This Agreement shall be governed and construed in accordance with the laws of the' State of Oregon without resort to any jurisdiction's conflict of laws, rules or doctrines. Any claim, action, suit or proceeding between the County and City that arises from or relates to this Agreement shall be brought and conducted solely and exclusively within the Circuit Court of Jackson County for the State of Oregon. In no event shall this section be construed as a waiver by County of any form of defense or inununity from any claim or from the jurisdiction. 9. Indemnitv. In addition to any other duty to defend,. save, hold harmless and indemnifY required pursuant to this Agreement: A. City shall defend, save, hold harmless and indemnify Jackson County, Oregon, and its officers, employees, agents and members from all claims, suits or actions of whatever nature resulting from or arising out of the activities of City or its officers, employees, subcontractors or agents under this Agreement. B. County shall defend, save, hold harmless and indemnify City, and its officers, employees, agents and members from all claims, suits or actions of whatever nature resulting from or arising out of the activities of County or its officers, employees, subcontractors or agents under this Agreement. 10. Force Maieure. No Party to this Agreement shall be held responsible for delay or default caused by fires, riots, acts of God and/or war, which is beyond the reasonable control of the Parties. 11. Severability. The Parties agree that if any term or provision of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular term or provision held to be invalid. 12. Notice. For the purpose of this Agreement, the persons named below are designated the representatives of the Parties. All notices required to be given by the Parties shall be given by registered or certified mail to the representative named below. The Parties may designate in writing a new or substitute representative: Jackson County: CITY: Jackson County Emergency Management Attn: Mike Curry 10 S. Oakdale Ave Medford, OR 97501 City of Ashland Attn: Rob Lloyd, CIO/Director 90 N Mountain Ashland, OR 97520 541-552-2314 Email: Iloydr@ashland.or.us 541-774-6821 Email: currymc@jacksoncounty.org 13. MerRer. This Agreement constitutes the entire agreement between the Parties. No waiver, consent, modification or change of terms of this Agreement shall bind either Party unless in writing and signed by both Parties. There are no understandings, agreements or representations, oral or written, not specified herein regarding this Agreement. 14. Aporoval. This Agreement shall not be deemed valid until the Agreement has been approved by authorized representatives of County and City. n County, Orein City of Ashland ~~ Mayor Approved as to Legal Sufficiency: . ~fu;;l\J~ . Frank Hammond County Counsel