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NOW, THEREFORE, the parties agree as follows: <br />I. Definitions: <br />"Agreement" shall refer to Orange County Agreement No. MA -060.13011688 between <br />COUNTY and Blackboard Connect, Inc. The Agreement is attached to this MOU as <br />Exhibit A. <br />"Countywide" shall mean all geographic locations in Orange County, California, <br />"Contact information" shall mean PARTICIPANT and public contact data stored in the <br />System for the purpose of disseminating communication in accordance with this MOU <br />and its Exhibits. <br />"Emergency" shall include, but not be limited to, instances of fire, flood, storm, <br />epidemic, riots, or disease that threaten the safety and welfare of the citizens and property <br />located within the boundaries of the COUNTY and PARTICIPANTS' respective <br />jurisdictions. <br />"Emergency information" shall mean information relevant to the safety and welfare of <br />recipients in the event of an Emergency. Such information shall include but not be <br />limited to instructions and directions to alleviate or avoid the impact of an emergency. <br />"Emergency notification situation" shall mean instances when emergency information is <br />to be distributed through the System. <br />"Non -emergency information" shall refer to information that is not relevant to the safety <br />and welfare of recipients, but has been deemed to be of significant importance to a <br />PARTICIPANT's jurisdiction to justify the use of the System to distribute such <br />information. <br />"Non -emergency notification situation" shall mean instances when a PARTICIPANT <br />deems non -emergency information to be of significance to a PARTICIPANT'S <br />jurisdiction and the PARTICIPANT uses the System to distribute such information. <br />"System" shall mean the Public Mass Notification System as provided by Blackboard <br />Connect, Inc. to COUNTY under the Agreement. The System is designed t6 disseminate <br />information by utilizing common communications, i.e, telephone and e-mail <br />communications to citizens and businesses as permitted under the Agreement. <br />II. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY, <br />its elected officials, officers, agents, employees, volunteers and those special districts and <br />agencies which COUNTY's Board of Supervisors acts as the governing Board <br />("COUNTY INDEMNITIES") from and against any and all claims, demands, losses, <br />damages, expenses or liabilities of any kind or nature which COUNTY, its officers, <br />agents, employees or volunteers may sustain or incur or which may be imposed upon <br />Page 2 of 5 <br />