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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 (ASAP) 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 Cormtywide 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 malting 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, 2014, 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 raider the Agreement. NOW, THEREFORE, the parties agree as follows: Page I of 6 25H -3