City Council Report 915 I Street, 1 st Floor Sacramento, CA

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1 City Council Report 915 I Street, 1 st Floor Sacramento, CA File ID: July 24, 2018 Consent Item 03 Title: Memorandum of Understanding (MOU) between the County of Sacramento and Partnering Cities to Enter into an Agreement with WebEOC to Support Emergency Management Operations Location: Citywide Recommendation: Pass a Motion authorizing the City Manager, or the City Manager s designee to execute a Memorandum of Understanding (MOU) between the City of Sacramento, Sacramento County Office of Emergency Services (Sac Co. OES), and partnering cities: Folsom, Elk Grove, Citrus Heights, Rancho Cordova, Galt, and Sacramento to enter into an agreement for the shared software system known as WebEOC to support emergency management operations. Contact: Daniel Bowers, Director of Emergency Management, (916) , Office of Emergency Services Presenter: None Attachments: 1-Description/Analysis 2-Memorandum of Understanding Susana Alcala Wood, City Attorney Mindy Cuppy, City Clerk John Colville, City Treasurer Howard Chan, City Manager Page 1 of 18

2 File ID: Consent Item 03 Description/Analysis Issue Detail: The City s Office of Emergency Services recommends that the City enter into an MOU with Sac Co. OES and neighboring cities that may be terminated at any time with 30 days prior written notice to utilize a program for emergency management named WebEOC. WebEOC is a software designed to bring real-time crisis information management within reach of most emergency management agencies. Policy Considerations: Agreements with outside agencies must be approved by Council as an affected party. Economic Impacts: None. Environmental Considerations: Approval of the recommendation is not a project subject to California Equal Quality Act (CEQA) because it (a) has no potential to cause a significant effect on the environment and (b) concerns governmental fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant physical impact on the environment. (CEQA Guidelines sections 15061(b)(3) and 15378(b)(4)). Sustainability: None. Commission/Committee Action: None. Rationale for Recommendation: Sac Co. OES has individual WebEOC agreements in place with partnering cities, Folsom, Elk Grove, Citrus Heights, Rancho Cordova, and Galt. The previous agreements were renewed every five years. This MOU will consolidate the existing agreements into one and eliminate the renewal period. WebEOC allows the City of Sacramento to integrate and communicate effectively with Sac Co. OES and adjacent city partners during a disaster. Having a centric, common operating system that all partners can utilize is critical during an emergency. Financial Considerations: There is sufficient funding available in the Fiscal Year (FY) 2018/19 Office of Emergency Services operating budget to fund the annual cost of WebEOC services of $2,753. Funding in succeeding fiscal years shall be subject to funding availability in the adopted budgets for each of the applicable fiscal years. Local Business Enterprise (LBE): None. City of Sacramento July 24, 2018 powered by Legistar Page 2 of 18

3 MEMORANDUM OF UNDERSTANDING BETWEEN THE COUNTY OF SACRAMENTO OFFICE OF EMERGENCY SERVICES AND THE CITIES OF CITRUS HEIGHTS, ELK GROVE, FOLSOM, GALT, RANCHO CORDOVA AND SACRAMENTO FOR THE SHARED SOFTWARE SYSTEM KNOWN AS WEBEOC PROFESSIONAL THIS MEMORANDUM OF AGREEMENT ( MOA ) is made and entered into this _24th_ day of _July, 2018 by and between the County of Sacramento Office of Emergency Services ( COUNTY ), and the Cities of Citrus Heights, Elk Grove, Folsom, Galt, Rancho Cordova and Sacramento, (hereinafter referred to as PRIMARY USERS) and any non-city (hereinafter referred to as SECONDARY USERS). RECITALS WHEREAS, for purposes of this Agreement, all Non-Profit Agencies, Special Districts, School Districts, JPA s, Federal or State agencies or private entities shall be referred to as SECONDARY USER(s). WHEREAS, the COUNTY and the PRIMARY and SECONDARY USERS named herein, desire to use and share a software product known as WebEOC Professional 8.4; as may be updated from time to time ( Software ); as the primary reporting and information transfer software between the PRIMARY and SECONDARY USERS, the COUNTY, and the California Office of Emergency Services (Cal OES); and WHEREAS, pursuant to the terms of local government codes and regulations, the COUNTY, as the Operational Area Coordinator, provides emergency services coordination to the PRIMARY and SECONDARY USERS within the COUNTY; and WHEREAS, the Federal Emergency Management Agency (FEMA) and Cal OES have acquired the Web EOC Software as their select Emergency Management Software, and the COUNTY, PRIMARY and SECONDARY USERS agree that the Software shall be adopted as the standard software for the Emergency Operation Centers (EOC s) of the COUNTY, PRIMARY and SECONDARY USERS; and WHEREAS, the COUNTY is the lead entity in procuring WebEOC, with oversight of installation, training, maintenance, licensing, hosting and billing of shared costs to the PRIMARY USERS; have agreed to pay their share based upon the Responsibilities and Cost breakdown as per Exhibit A; and WHEREAS, the COUNTY, PRIMARY and SECONDARY USERS desire to enter into this agreement on the terms and conditions set forth herein. 1 Page 3 of 18

4 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS: I. PRIMARY USER PRIMARY USERS shall be defined as the Sacramento County Office of Emergency Services (Sac Co. OES) and any city, or future city within the boundaries of the County, who are a party to this Agreement with the COUNTY for use of the Software. PRIMARY USERS not already a party of this agreement shall be required to enter into agreement in which they accept the terms and conditions for participation as stated herein before being granted access to the Software. II. SECONDARY USER SECONDARY USERS shall be defined as any public agency as defined by Government Code to include Special Districts, School Districts, JPAs, Federal or State Agencies, non-profit organizations, or private entities which enters into an agreement with the COUNTY for use of the Software. SECONDARY USERS not already a party to this agreement shall be required to enter into agreements in which they accept the terms and conditions for participation, as stated herein. III. TERM OF AGREEMENT This agreement shall be effective and commence as of the date first written above and shall end only upon termination by any party under the terms set forth in Section III, subsection iii of this agreement. i) During the term of this agreement, the COUNTY grants each approved PRIMARY or SECONDARY USER access to use the Software. ii) In the event any PRIMARY or SECONDARY USER terminates this agreement, the terminating party shall not receive a refund for original purchase costs, Maintenance/Hosting fees or contributions to Reserves. iii) Any PRIMARY or SECONDARY USER may terminate this agreement at any time without penalty with 180 days written notice to the COUNTY. Any PRIMARY or SECONDARY USER terminating this agreement with 180 days written notice will not be required to contribute to the next reoccurring annual Maintenance/Hosting Fee, nor to the Reserve fund. iv) Should a PRIMARY USER terminate this agreement early, remaining PRIMARY USERS shall split future annual costs evenly on a pro rata share. v) Should the COUNTY decide to terminate its participation in this agreement; the remaining PRIMARY USERS will have the opportunity to assume primary control of the Software licensing agreement in accordance with the COUNTY s contract agreement. 2 Page 4 of 18

5 IV. MAINTENANCE, HOSTING, TRAINING, UPGRADES AND RESERVE FUNDS i) The COUNTY shall be responsible for payment of all maintenance, hosting, upgrades, training or reserve funds to the Software parent company. ii) The COUNTY shall bill the PRIMARY USERS annually for the cost of software maintenance/hosting and reserve fees (Exhibit A). The COUNTY shall provide supporting documentation to support the costs billed upon request by any PRIMARY USER. iii) Reserve funds shall be used or distributed for unforeseen or additional costs related to installation, maintenance, upgrades, hosting or programming, which affects both the COUNTY and the PRIMARY USERS (see Exhibit A, Section IV for Reserve funds). The COUNTY shall maintain the Reserve funds in a separate interest-bearing account with the COUNTY Treasury. iv) SECONDARY USERS annual fees may be reviewed and adjusted subject to the majority vote of the WEMG. SECONDARY USER payments for Software access shall be applied exclusively to the Reserve account described herein. v) Should the funds in the Reserve account exceed $25,000, the excess funds shall be used towards the annual maintenance/hosting fee of the PRIMARY USERS on a pro rata share as determined by the proportionate contribution made by each party. V. WEB-EOC MANAGEMENT GROUP (WEMG) The WEMG is defined as the Web-EOC Management Group, comprised of one formally identified member from each PRIMARY USER and the COUNTY. Each PRIMARY USER will appoint one representative and one alternate and communicate their selection in writing to the CHIEF or his/her designee. Each PRIMARY USER member of the WEMG represents one vote, and the CHIEF or his/her designee shall act as the Chair. The WEMG shall: i) Meet on a periodic basis, but not less than semi-annually. ii) Meet in person or via teleconference as designated by the Chair. iii) The COUNTY shall hold exclusive expenditure approval of all reserve funds held by the COUNTY for upgrades, modifications, programming, troubleshooting and/or other unforeseen software/hardware expenditures up to $5,000. Expenditures exceeding $5,000 shall require approval by majority vote of the WEMG. A majority vote is defined as 51% of the PRIMARY USER members or greater. iv) Establish procedures for, consider, and, to the extent possible, resolve disputes between the COUNTY and the PRIMARY or SECONDARY USERS. v) New PRIMARY USERS shall pay a Buy-In fee as determined by the majority vote of the WEMG as per Exhibit A to this agreement. vi) WEMG shall further have the authority to approve SECONDARY USERS who shall pay an annual rate as determined by the majority vote of the WEMG as per EXHIBIT A to this agreement. vii) WEMG shall make rules and regulations to ensure compliance with Cal OES and FEMA reporting requirements. 3 Page 5 of 18

6 viii) To perform such other duties and carry out such other powers as are set forth throughout this agreement. VI. COUNTY AUTHORITY i) The PRIMARY and SECONDARY USERS shall comply with all applicable provisions of this agreement and applicable regulations imposed by the approved Software vendor. ii) The COUNTY has the authority to enforce compliance with the contractual agreement as established with the vendor. iii) The PRIMARY USERS shall be invoiced by the COUNTY for the annual Maintenance/Hosting/Reserve fees per Exhibit A. iv) SECONDARY USERS shall be charged a flat fee, per Exhibit A, to use Web EOC and shall be invoiced annually by the COUNTY. VII. ADDITION OF USER(s) TO THE AGREEMENT The PRIMARY USERS joining mid-term of an annual billing cycle shall be billed by the COUNTY on a pro-rated basis determined by the number of months until the next annual billing cycle. Any such agreement shall require a pro-rated annual payment by the new party of an equal share of that year s Maintenance/Hosting or other fees as per Exhibit A. Pro-rated fees will be applied to the Reserve Account. The SECONDARY USERS shall pay an annual rate which will be applied to the Reserve Fund, in an amount determined by a majority vote of the WEMG as per Exhibit A to this agreement. The SECONDARY USERS who join mid-term to an annual billing cycle shall have their fee pro-rated, to be billed annually thereafter. VIII. NOTICE Except as otherwise stated herein, any notice, demand, request, consent, or approval that any party hereto may or is required to give the other pursuant to this Agreement shall be in writing and shall be either personally delivered or sent by mail, addressed as follows: 4 Page 6 of 18

7 TO COUNTY Stephen Cantelme, Chief Sacramento OES 3720 Dudley Blvd., #122 McClellan, CA TO AGENCIES Christopher W. Boyd, City Manager City of Citrus Heights 6360 Fountain Square Drive Citrus Heights, CA (916) Laura S. Gil, City Manager City of Elk Grove 8401 Laguna Palms Way Elk Grove, CA Evert W. Palmer, City Manager City of Folsom 46 Natoma Folsom, CA Eugene Palazzo, City Manager City of Galt 380 Civic Drive Galt, CA (209) Cyrus Abhar, City Manager City of Rancho Cordova 2729 Prospect Park Drive Rancho Cordova, CA Howard Chan, City Manager City of Sacramento 915 I Street, 5 th FL Sacramento, CA hchan@cityofsacramento.org Any party may change the address to which subsequent notices and/or other communications can be sent by giving written notice designating a change of address to the COUNTY, which shall be effective upon receipt. 5 Page 7 of 18

8 TERMINATION FOR BREACH Should the COUNTY, PRIMARY or SECONDARY USERS, individually or collectively fail to substantially perform its obligations in accordance with this agreement, any nonbreaching party shall thereupon have the right to serve upon the breaching party a written notice of breach and requirement to cure. The notice shall advise the other party of the nature of the breach and provide a reasonable opportunity to cure. Such opportunity shall provide a minimum of 30 days (15 business days in the case of non-payment of money) following the date of service in which to cure the default, or, if the default is of such a nature that it cannot be reasonably cured within 30 days, to provide a plan for curing and to commence the cure and diligently prosecute it to completion. If the breaching party fails to cure within the period specified, the other party may serve upon the breaching part written notice of cancellation specifying the reasons therefor, and the date of cancellation which shall not be sooner than 30 days following the date the notice is served. IX. INDEMNIFICATION To the extent permitted by law, each party hereto does hereby assume liability for, and agrees to defend, indemnify, protect, save and keep harmless the other party(s) and their directors, officers, employees, and its successors and assigns from and against any and all liabilities, obligations, losses, damages, penalties, fines, claims, actions, suits, costs and expenses and disbursements (including legal fees and expenses) of any kind and nature imposed in, asserted against, incurred or suffered by such indemnified party or its directors, officers or employees or its successors and assigns by reason of damage, loss or injury (including death) of any kind or nature whatsoever to persons or property caused by or in any way relating to or arising out of: i) Any negligent act or action, or any neglect, omission or failure to act when under a duty to act on the part of the indemnifying party or any of its directors, officers, agents, servants, or employees in its or their performance hereunder; or; ii) Violation by the indemnifying party or any of its directors, officers, agents or employees of any applicable federal, state or local laws and ordinances, and any and all lawful orders, rules and regulations issued by any authority with jurisdiction over the Software and/or any needed Hardware. iii) In the event that both parties are responsible for any part of any liability hereunder, iv) liability therefor shall be shared according to the principles of comparative fault. The parties shall notify the other party(s) where appropriate of any claims, administrative actions, or legal actions with respect to any of the matters described in this indemnification provision. The parties shall cooperate in the defense of such actions brought by others with respect to the matters covered in this indemnity. Nothing set forth in this agreement shall establish a standard of care for, or create any legal rights in, any person not a party to this agreement. v) The indemnity in this section shall survive the termination or expiration of the agreement. XI. INSURANCE OR SELF INSURANCE Each party to this agreement, at its sole cost and expense, shall carry insurance - or selfinsure - its activities in connection with this agreement, and obtain, keep in force and 6 Page 8 of 18

9 maintain, insurance or equivalent programs of self-insurance, for general liability, workers compensation, property, professional liability, and business automobile liability adequate to cover its potential liabilities hereunder. Each party agrees to provide the other thirty (30) days' advance written notice of any cancellation, termination or lapse of any of the insurance or self-insurance coverage. Failure to maintain insurance as required in this agreement is a material breach of contract and may be grounds for termination of the agreement. XII. THIRD PARTY OBLIGATIONS The COUNTY shall be solely liable to third parties with whom it enters into contracts to effectuate the purposes of this agreement. The COUNTY shall pay directly such third parties for all amounts due under such contract. The COUNTY shall indemnify and hold PRIMARY and SECONDARY USERS harmless from any and all claims and liabilities arising from any such contract. The COUNTY shall exert its best efforts to prevent any loss to PRIMARY and SECONDARY USERS from the failure of proper performance of any third party. The PRIMARY and SECONDARY USERS only obligation with respect to such third parties shall be limited to reimbursement to the COUNTY for those expenses from which AGENCIES are obligated to reimburse by virtue of the terms of this agreement. XIII. RELATIONSHIP BETWEEN THE PARTIES Nothing herein shall be construed to either create, nor does the COUNTY or PRIMARY / SECONDARY USERS intend to create by the terms hereof, any contractual or other relationship, whether expressed or implied, of joint power, joint venture, partnership, principal-agent, independent contractor, or master-servant. It is expressly contemplated by the parties that the COUNTY will execute with all parties intending to use the Software an agreement essentially the same as this agreement and that those agreements and this agreement will be considered together and will form the legal framework for the Software sharing. XIV. ASSIGNMENT - SUCCESSORS AND ASSIGNS Neither party may assign this agreement in whole or in part, nor any right, duty, or obligation provided herein, without the express written consent of the other party. The rights and liabilities set forth herein shall inure to the benefit and bind successors and assigns of the parties to this agreement but shall not inure to the benefit of any third party or person. XV. MAINTENANCE OF RECORDS The COUNTY shall maintain for a period of four years all books, records, documents, and other material directly pertinent to work under the agreement in accordance with generally accepted accounting principles and practices. The COUNTY shall also maintain for a period of four years the financial information and data used by the 7 Page 9 of 18

10 COUNTY in the preparation or support of the proposed or actual costs under the agreement. XVI. AUDIT The COUNTY agrees to permit PRIMARY USERS, or their duly authorized representatives, to inspect all work, materials, payrolls and other data and records in regard to any proposed or actual costs under this Agreement at any reasonable time during the term of this agreement. The COUNTY shall have the right to inspect and audit, at any reasonable time, the books, records and facilities of PRIMARY and SECONDARY USERS relating to the Software for the purpose of assuring compliance with the terms and conditions of this agreement. XVII. SUCCESSORS Neither party may assign this agreement in whole or in part, nor any right, duty, or obligation provided herein, without the express written consent of the other party. The rights and liabilities set forth herein shall inure to the benefit and bind successors and assigns of the parties to this agreement but shall not inure to the benefit of any third party or person. XVIII. GOVERNING LAW The interpretation and enforcement of the agreement shall be governed by the laws of the State of California. All parties agree to submit any disputes arising under this agreement to a court of competent jurisdiction located in Sacramento County, California. XIX. INTERPRETATION This agreement shall be deemed to have been prepared equally by all of the parties, and the agreement and its individual provisions shall not be construed or interpreted more favorably for one party on the basis that the other party prepared it. XX. CHIEF As used in this MOA, "CHIEF" shall mean the Chief of SacOES, or his/her designee XXI. DISPUTES In the event of any dispute arising out of or relating to this agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between them. Pending resolution of any such dispute, the COUNTY and the PRIMARY or SECONDARY USERS shall continue without delay to carry out all its responsibilities under this agreement unless the agreement is otherwise terminated in accordance with the Termination provisions herein. Nothing in this agreement or provision shall constitute a waiver of any of the government claim filing requirements set forth in Title 1, Division 3.6, of the California Government Code or as otherwise set forth in local, state and federal law. 8 Page 10 of 18

11 XXII. DUPLICATE COUNTERPARTS This agreement may be executed in duplicate counterparts, with copies provided to all parties hereto. The agreement shall be deemed executed when it has been signed by all parties. XXIII. AUTHORITY TO EXECUTE Each person executing this agreement represents and warrants that he or she is duly authorized and has legal authority to execute and deliver this agreement for or on behalf of the parties to this agreement. Each party represents and warrants to the other that the execution and delivery of the agreement and the performance of such party's obligations hereunder have been duly authorized. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed as of the day and year first written above. COUNTY OF SACRAMENTO, a political subdivision of the State of California By Stephen Cantelme, Chief Office of Emergency Services Date City of Citrus Heights By Christopher W. Boyd, City Manager Date Approved as to form: By City of Elk Grove By Laura S. Gill, City Manager Date Approved as to form: By City of Folsom By Evert W. Palmer, City Manager Date Approved as to form: 9 Page 11 of 18

12 By City of Galt By Eugene Palazzo, City Manager Date Approved as to form: By City of Rancho Cordova By Cyrus Abhar, City Manager Date Approved to form: By City of Sacramento By Howard Chan, City Manager Date Approved as to form: By AGREEMENT REVIEWED AND APPROVED BY COUNTY COUNSEL By: Krista Whitman, Assistant County Counsel Date: 10 Page 12 of 18

13 I. PRIMARY USER COST: EXHIBIT A Cost and Responsibilities Attached as Exhibit A-1 is a copy of the original quote # PST SAC-01 dated September 17, 2012 from Prime Source Technologies, LLC. Exhibit A-2 is a copy of the quote for the first year of Maintenance/Hosting service. i) Initial purchase cost of the WebEOC Software was $164,078. COUNTY and initial PRIMARY USERS each contributed as follows: Table 1 Initial Cost Breakdown County $83,630 City of Elk Grove $35,199 City of Folsom $35,199 City of Sacramento $10,000 Total Cost $164,078 ii) The COUNTY shall pay 51% of the annual cost of the Web EOC Maintenance/Hosting fees. iii) The PRIMARY USERS (Cities) shall pay the remaining 49% of the Maintenance/Hosting fee for the PRIMARY USERS (Cities) based on a pro rata share see Table 2. Table 2 PRIMARY USER Cost Breakdown for Cities share of Maintenance & Hosting (49%) City of Citrus Heights 8.167% $2,753 City of Elk Grove 8.167% $2,753 City of Folsom 8.167% $2,753 City of Galt 8.167% $2,753 City of Rancho Cordova 8.167% $2,753 City of Sacramento 8.167% $2,753 County of Sacramento 51% $17,186 Total Cost 100% $33, Page 13 of 18

14 II. PRIMARY USER BUY IN: All PRIMARY USER s not a part of this original agreement, shall pay a buy-in fee as determined by a majority vote of the WEMG. The basis for determining the buy-in fee shall include but is not limited to the cost of training, GIS, software and administrative costs. In-Kind service or materials may be considered by the WEMG when determining the buy-in fee. Annual maintenance/hosting fees shall be subject to a pro rata share with other PRIMARY USER s. III. SECONDARY USER BUY IN: All SECONDARY USERS shall pay a buy-in fee as determined by a majority vote of the WEMG. The buy-in fee shall include but is not limited to the cost of training, GIS, software and administrative costs. In-Kind service or materials may be considered by the WEMG when determining the buy-in fee. IV. RESERVES: The COUNTY shall establish in the COUNTY Treasury a separate interestbearing account wherein all reserves shall be placed. i) Reserve Account: The COUNTY shall set up an interest-bearing reserve account as the repository for all reserve funds. The goal of the reserves shall be $25,000 ( Reserve Goal ). ii) Use of Reserve Funds: Reserves shall be used for that which benefits both the COUNTY and PRIMARY USERS, within the scope and operation of the Software including installation, maintenance, hosting, programming, troubleshooting, software upgrades, additional modules, or other. iii) Contributions by COUNTY/PRIMARY USERS: Contributions from the COUNTY and PRIMARY USERS shall be 5% ($1,250) of Reserve Goal of $25,000 each annual cycle until reserve goal met. iv) Contributions by SECONDARY USERS: Contributions by SECONDARY USERS shall go directly into the Reserve Account. v) Reserve Goal Met: Reserve funds in excess of $25,000 shall be applied to the next annual Maintenance/Hosting Fee, reducing cost to the COUNTY by 51% and PRIMARY USERS 49% pro rata share. The COUNTY and PRIMARY USERS will not contribute to the Reserve Fund so long as it remains at or above the goal of $25,000. SECONDARY USERS may have 12 Page 14 of 18

15 their annual flat rate waived or adjusted at the discretion by majority vote of the WEMG. vi) Reserve Falls Below Goal: If reserves fall below the Reserve Goal, collection of Reserves from the COUNTY and PRIMARY USERS shall resume the next annual billing cycle. If estimated SECONDARY USER fees will bring Reserves back to goal, then the PRIMARY USERS will not be charged Reserve fees for that annual cycle. Otherwise, the COUNTY and the PRIMARY USERS shall be charged a pro-rata share not to exceed 5% per entity of the Reserves goal of $25,000, to return reserves to goal. SECONDARY USERS may have their rates increased, only if they have been decreased previously due to the reserves goal having been met, at the WEMG s discretion by majority vote. V. COUNTY RESPONSIBILITIES: i) Commencing with the effective date of the COUNTY s agreement with vendor, the PRIMARY USERS shall be annually invoiced for their agreedupon share of the Maintenance/Hosting/Reserve fees. All SECONDARY USERS shall have their first year pro-rated (yearly billing cost divided by 365 days times the number of days remaining in that billing cycle) to coincide with the annual billing cycle as set forth herein. ii) Any reduced annual Maintenance/Hosting fees resulting in excess reserves in one annual cycle is not a guarantee of reductions in future cycles. iii) The COUNTY shall provide a report of the Reserves Fund each year to PRIMARY USERS. iv) The COUNTY shall oversee the addition of other PRIMARY and SECONDARY USERS (cities, special districts, non-profits or private businesses,) with agreements in which they accept the terms and conditions for participation in this agreement. v) As additional PRIMARY USERS are added, the individual cost to existing PRIMARY USERS for annual maintenance and hosting shall be reduced by pro-rata share. vi) SECONDARY USERS shall pay an annually fee for access to the Software, in an amount to be determined by majority vote of the WEMG. vii) The WEMG by majority vote shall have discretion to determine, waive or adjust fees for SECONDARY USERS. Collection of fees or waiver of fees will impact funds applied to the reserve as per majority vote of the WEMG. VI. PRIMARY and SECONDARY USER RESPONSIBILITIES: All USERS: i) Shall have access to GIS mapping provided by the COUNTY in a standard format through the Software. 13 Page 15 of 18

16 ii) Acknowledge and agree that all IT, programming costs or other expenses related to the Web-EOC software which benefit only the specific Party shall be borne by the Party. iii) Obtain or utilize existing compatible equipment to access the Software from the host. iv) Provide their own technicians for purposes of connection and uploading or downloading information from the host or vice versa or programming. v) Shall pay all Invoices submitted by the COUNTY within 30 days of receipt. vi) Communicate and coordinate with the COUNTY all issues regarding available funding, software or hardware, or any other that could have an effect on the region s ability to support on-going costs of the Software. vii) Keep the COUNTY apprised in writing of staff changes or information changes within fifteen days of the change, regarding those responsible for their AGENCY Software program, or administrative contacts. viii)utilize the Software during emergency events as the conduit for information sharing between the COUNTY and themselves. 14 Page 16 of 18

17 Exhibit A-1 15 Page 17 of 18

18 Exhibit A-2 16 Page 18 of 18