everbridge® City's Original
Everbridge, Inc.
Master Services Agreement
This Master Services Agreement ("Agreement") is entered shall pay the fees set forth in the Quote within thirty (30) days from into by and between Everbridge, Inc. ("Everbridge") and date of invoice. If Client exceeds the usage levels specified in the City of Manhattan Beach ("Client"), effective on the date Quote, then Everbridge may invoice Client for any overages at the of Client's signature below ("Effective Date"). Everbridge and then applicable rate. All Professional Services must be used within each sometimes referred to as a "Party" and 12 months from date of purchase. Late payments shall accrue collectively, the "Parties." interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower.
1. SERVICES. Such interest shall be in addition to any other rights and remedies of Everbridge. Unless otherwise provided, the fees set forth in the Orders. Everbridge shall provide Client access to its Quote do not include any local, state, federal or foreign taxes, proprietary interactive communication solutions (the "Solutions") levies or duties of any nature, all of which Client is responsible for subject to the terms and conditions set forth in this Agreement and paying, except for those relating to Everbridge's net income or the description of services and pricing provided in the applicable property. If Everbridge is legally obligated to collect or pay taxes quote or other ordering document (e.g., statement of work) (the for which Client is responsible, the appropriate amount shall be applicable Solution documentation (the invoiced to and paid by Client, unless Client provides a valid tax "Documentation"). If applicable, Everbridge shall provide the exemption certificate. training and professional services (Professional Services") set forth in the Quote. Collectively, the Solutions and Professional 3. RESPONSIBILITIES.
Services are referred to as the "Services". Everbridge shall provide Client with login and password information for each User 3.1 Client Data. Client shall retain all ownership rights (as defined below) and will configure the Solutions based on the in all Contact data and all electronic data Client transmits to maximum number of Contacts (as defined below) or Users, as Everbridge to or through the Solutions ("Client Data"). Client the Solutions ordered. Client shall represents that it has the right to authorize and hereby does undergo the initial setup and training as set forth in the onboarding authorize Everbridge to collect, store and process Client Data Documentation within sixty (60) days of the Effective Date. Unless subject to the terms of this Agreement. Client shall maintain a copy otherwise provided in the applicable Quote or Documentation, of all Contact data it provides to Everbridge.
Services are purchased as annual subscriptions. 3.2 Use of Solutions. Client is responsible for all activity
1.2 Users; Contacts. "Users" are individuals who are occurring under Client's accounts) and shall comply with all authorized by Client from time to time to use the Solutions for the applicable Privacy Laws (as defined below) and all other purposes of sending notifications, configuring templates, reporting applicable laws and regulations in connection with Client's use of or managing data, serving as system administrators, or performing the Services, including its provision of Client Data to Everbridge. similar functions, and who have been supplied user identifications Where applicable, Client shall obtain the required consent of and passwords by Client. Users may include employees and Contacts to send communications through the Solutions. Client contractors of Client or an Included Department. "Included shall use the Service in accordance with Everbridge's then Department" means any enterprise department, office, agency, or applicable Acceptable Use Policy posted on www.everbridge.com. other entity that receives a majority of its funding from the same Client shall promptly notify Everbridge of any unauthorized use of general or enterprise fund, as applicable, as the Client. "Contacts" any password or account or any other act or omission that would are individuals who Client contacts through the Solutions and/or constitute a breach or violation of this Agreement. Client who provides their personal contact information to Everbridge, acknowledges that the Solutions are a passive conduit for the including through an opt-in portal. If applicable to the particular transmission of Client Data, and Everbridge has no obligation to Solution, the number of Users and/or Contacts that may be screen, preview or monitor content, and shall have no liability for authorized by Client is set forth on the Quote. any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any Client Data, or for any losses,
1.3 Affiliated Entities. Departments, divisions, agencies damages, claims, or other actions arising out of or in connection affiliated politically, with any data sent, accessed, posted or otherwise transmitted via governmental the Solutions by Client, Users or Contacts. operationally or otherwise with Client, and which are not an Included Department (each, an "Affiliated Entity") may purchase Data Privacy. Everbridge shall abide by all applicable Services to the same extent as Client, provided, that the Affiliated Privacy Laws in connection with the operation of the Solutions.
Entity purchases the Services on the same terms and conditions "Privacy Laws" means all U.S. federal and state laws and as are contained in this Agreement pursuant to a fully executed regulations regarding consumer and data protection and privacy.
Quote agreed to by Everbridge and such Affiliated Entity. Client and the Affiliated Entity shall maintain separate accounts with Data Security. Everbridge's IT security and Everbridge. Solely as to the Agreement between Everbridge and compliance program includes the following standards generally such Affiliated Entity, all terms and references to "Client" shall refer adopted by industry leading SaaS providers: (i) reasonable and to such Affiliated Entity upon execution of an applicable Quote. By appropriate technical, organizational, and security measures executing a Quote each Affiliated Entity agrees to be bound by all against the destruction, loss, unavailability, unauthorized access the terms and conditions herein as to such Affiliated Entity. An or alteration of Client Data in the possession or under the control entity that otherwise qualifies under this definition will be included of Everbridge, including measures to ensure the availability of within the meaning of Affiliated Entity even though it qualifies after information following interruption to, or failure of, critical business the execution of this Agreement. processes; and (i) an annual assessment of its security controls performed by an accredited third party audit firm in accordance PAYMENT TERMS. Everbridge shall invoice Client annually with the Statement on Standards for Attestation Engagements No. in advance for all Solutions and Professional Services, and Client SLG Master Services Agreement v6 01.29.17
16 (SSAE 16). Upon request, Everbridge shall provide Client with and shall reactivate any affected portion of the Solution as soon as a copy of its current SSAE 16 SOC 2 report. Everbridge's security possible. framework is based on the security requirements and controls within US National Institute of Standards and Technology (NIST) 6. PROPRIETARY RIGHTS.
Special Publication 800-53 - Security and Privacy Controls for 6.1 Grant of License. Subject to the terms and Information Systems and Organizations. The NIST 800-53 security conditions of this Agreement, Everbridge hereby grants to Client, requirement standard has direct mapping to other security and during the term of this Agreement, a limited, non-exclusive, non- data privacy frameworks, including global information security transferable, non-sublicensable right to use the Solutions. standard ISO 27001, HIPAA-HITECH, and HITRUST.
Restrictions. Client shall use the Solution solely for
4. TERM. The term of this Agreement shall begin on the its internal business purposes. In particular, Client's use of the Effective Date and shall expire when all underlying Quotes with Solutions shall not include service bureau use, outsourcing, Client or its Affiliates have expired in accordance with the terms of renting, reselling, sublicensing, or time-sharing. Client shall not (i) such Quotes, unless terminated earlier as provided herein. sell, transfer, assign, distribute or otherwise commercially exploit Services under an applicable Quote will begin as set forth in such or make the Solution available to any third party except Quote and shall continue for the initial term specified therein expressly set forth herein; (i) modify or make derivative works (Initial Service Term"). If a Quote contains Services added to an based upon the Solution; (iii) reverse engineer the Solution; (iv) existing subscription, such added Services will be coterminous remove, obscure or alter any proprietary notices or labels on the with the Initial Service Term or applicable renewal Service term Solution or any materials made available by Everbridge; (v) use, ("Renewal Term"), unless otherwise agreed to by the parties. If at post, transmit or introduce any device, software or the end of the applicable Quote, Client intends to renew the (including viruses, worms or other harmful code) which interferes Agreement, but has not provided a timely executed written renewal or attempts to interfere with the operation of the Solution; or (vi) prior to the end of such term, then Everbridge, in its sole discretion, defeat or attempt to defeat any security mechanism of any shall continue the Service(s) hereunder for thirty (30) days (the "Grace Period") in order to secure an executed renewal by Client, provided that Client shall pay to Everbridge the annual fee then in Reservation of Rights. The Solutions (including all effect divided by twelve (12) (the "Monthly Holdover Fee"). The associated computer software (whether in source code, object Grace Period is provided to Client as a courtesy so that Services code, or other form), databases, indexing, search, and retrieval will not be terminated prior to the execution of a renewal. Due to methods and routines, HTML, active server pages, intranet pages, insurance and liability reasons Everbridge can only provide one and similar materials) and all intellectual property and other rights, Grace Period and will charge the Monthly Holdover Fee. The title, and interest therein (collectively, "IP Rights), whether Monthly Holdover Fee is instituted in order to protect Client from conceived by Everbridge alone or in conjunction with others, termination or suspension of the Services, and to insure that timely constitute Confidential Information and the valuable intellectual renewals are entered into. Monthly Holdover Fees shall not be property, proprietary material, and trade secrets of Everbridge and returned or refunded to the Client as a credit towards any renewal. its licensors and are protected by applicable intellectual property Everbridge reserves the right to increase its fees in any Renewal laws of the United States and other countries. Everbridge owns (i) Term by three percent (3%). With respect to any renewals which all feedback (except for the Client Data) provided to Everbridge by are signed by Client after the previous term's expiration date, Users, Client and Contacts in conjunction with the Services, and Everbridge reserves the right to increase its fees in such Renewal (ii) all transactional, performance, derivative data and metadata Term by five percent (5%). generated in connection with the Solutions, which are generally used to improve the functionality and performance of the Services.
5. TERMINATION; SUSPENSION. Except for the rights expressly granted to Client in this Agreement,
5.1 Termination by Either Party. Either Party may all rights in and to the Solutions and all of the foregoing elements thereof (including the rights to any work product resulting from Professional Services and to any modification, enhancement, written notice to the breaching Party describing the breach in configuration or derivative work of the Solutions) are and shall reasonable detail; (i) the breaching Party does not cure the breach remain solely owned by Everbridge and its respective licensors. within thirty (30) days following its receipt of such notice (the Everbridge may use and provide Solutions and Professional "Notice Period"); and (iii) following the expiration of the Notice Services to others that are similar to those provided to Client Period, the non-breaching Party sends a second written notice hereunder, and Everbridge may use in engagements with others indicating its election to terminate this Agreement. any knowledge, skills, experience, ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Termination or Suspension for Non-Payment. If Professional Services to Client, provided that, in each case, no Client fails to pay any amounts due within thirty (30) days of their Client Data or Client Confidential Information is disclosed thereby. due date, Everbridge may terminate this Agreement upon thirty (30 days' prior written notice to Client. Termination for non-payment 7. CONFIDENTIAL INFORMATION. shall not relieve Client of its outstanding obligations (including 7.1 Definition. "Confidential Information" means all payment) under this Agreement. In lieu of termination for non- information of a Party ("Disclosing Party") disclosed to the other payment, Everbridge may suspend Client's access to the Party ("Receiving Party"), whether orally, electronically, in Solutions upon written notice to Client. writing, or by inspection of tangible objects (including, without Suspension. Everbridge may suspend Client's limitation, documents or prototypes), that is designated as access to the Solutions or any portion thereof for (i) emergency confidential or that reasonably should be understood to be network repairs, threats to, or actual breach of network security; or confidential given the nature of the information and the (ii) any legal, regulatory, or governmental prohibition affecting the circumstances of disclosure. Confidential Information includes Solution. Everbridge shall use its best efforts to notify Client without limitation, all Client Data, the Solutions, and either Party's marketing plans, and technical
through its Client Portal and/or via email prior to such suspension information, product designs, reports and business processes.
Confidential Information shall not include any information that: (i) ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF is or becomes generally known to the public without breach of any SENDING MESSAGES INVOLVES A REASONABLY LIKELY obligation owed to Disclosing Party; (i) was known to Receiving POSSIBILITY FROM TIME TO TIME OF Party prior to its disclosure by Disclosing Party without breach of UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE any obligation owed to Disclosing Party; (iii) was independently PROCESS OF TRANSMITTING SMS MESSAGES CAN BE developed by Receiving Party without breach of any obligation UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT owed to Disclosing Party; or (iv) is received from a third party PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING without breach of any obligation owed to Disclosing Party. MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE
Protection. Receiving Party shall not disclose or use RECOMMENDS THAT SMS MESSAGING NOT BE USED AS any Confidential Information of Disclosing Party for any purpose THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY other than performance or enforcement of this Agreement without SITUATION.
Disclosing Party's prior written consent. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing 9. INDEMNIFICATION.
Party, including under the Freedom of Information Act or other 9.1 By Client. Client shall defend, indemnify and hold public information request (i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled Everbridge harmless against any loss or damage (including disclosure (to the extent legally permitted) and reasonable reasonable attorneys' fees) incurred in connection with any third assistance, at Disclosing Party's cost, if Disclosing Party wishes to party claim, suit or proceeding ("Claim") arising out of any data the disclosure. Receiving Party shall protect the sent, posted or otherwise transmitted via the Solution by Client or confidentiality of Disclosing Party's Confidential Information in the Contacts, or any breach by Client of Sections 3 or 6. same manner that it protects the confidentiality of its own By Everbridge. Everbridge shall defend, indemnify confidential information of like kind (but in no event using less than and hold Client harmless from and against any Claim against reasonable care). Receiving Party shall promptly notify Disclosing Client alleging that the Solution as contemplated hereunder Party if it becomes aware of any breach of confidentiality of infringes an issued patent or other IP Right in a country in which Disclosing Party's Confidential Information. the Solution is provided to Client. If (x) any aspect of the Solution Upon Termination. Upon any termination of this is found or, in Everbridge's reasonable opinion is likely to be found, Agreement, the Receiving Party shall continue to maintain the to infringe upon the IP Right of a third party or (y) the continued use of the Solution is enjoined, then Everbridge will promptly and confidentiality of the Disclosing Party's Confidential Information at its own cost and expense at its option: (i) obtain for Client the and, upon request and to the extent practicable, destroy all right to continue using the Solution; (i) modify such aspect of the materials containing such Confidential Information.
Notwithstanding the foregoing, either Party may retain a copy of Solution so that it is non-infringing; or (iii) replace such aspect of the Solution with a non-infringing functional equivalent. If, after all any Confidential Information if required by applicable law or commercially reasonable efforts, Everbridge determines in good regulation, in accordance with internal compliance policy, or faith that options (i) - (iii) are not feasible, Everbridge will remove pursuant to automatic computer archiving and back-up
procedures, subject at all times to the continuing applicability of the infringing items from the Solution and refund to Client on a pro- rata basis any prepaid unused fees paid for such infringing the provisions of this Agreement. element. The remedies set forth in this Section 9.2 are Client's
8. WARRANTIES; DISCLAIMER. exclusive remedy for Claims for infringement of an IP Right.
Everbridge shall have no obligation or liability for any claim
8.1 Everbridge Warranty. Everbridge shall provide the pursuant to this Section to the extent arising from: (i) the Solutions in material compliance with the functionality and combinations, operation, or use of the Solution supplied under this specifications set forth on the applicable Solution Documentation. Agreement with any product, device, or software not supplied by Everbridge shall provide 24X7X365 customer support in Everbridge to the extent the combination creates the infringement; accordance with its most recently published Support Services (ii) the unauthorized alteration or modification by Client of the Guide. Professional Services shall be performed in a professional Solution; or (iii) Everbridge's compliance with Client's designs, manner consistent with industry standards. specifications, or instructions pursuant to engagement for Everbridge Professional Services relating to the Disclaimer. THE FOREGOING REPRESENT THE Solution to the extent the claim of infringement is based on the
ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER,
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED 9.3 Indemnification Process. The indemnifying party's STATUTORY, WARRANTIES obligations under this Section 9 are contingent upon the MERCHANTABILITY OR FITNESS indemnified party (a) promptly giving notice of the Claim to the PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY indemnifying party once the Claim is known; (b) giving the APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT indemnifying party sole control of the defense and settlement of THAT THE SOLUTION WILL OPERATE ERROR FREE OR the Claim (provided that the indemnifying party may not settle such INTERRUPTION. WITHOUT LIMITING THE Claim unless such settlement unconditionally releases the FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY indemnified party of all liability and does not adversely affect the LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR indemnified party's business or service); and (c) providing the PROPERTY DAMAGE ARISING FROM FAILURE OF THE indemnifying party all available information and reasonable
SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE 10. LIABILITY LIMITS. To the maximum extent permitted by POSSIBILITY OF SUCH DAMAGE. law, neither Party shall have any liability to the other Party for any indirect, special, incidental, punitive, or consequential damages, SMS Transmission. CLIENT ACKNOWLEDGES however caused, under any theory of liability, and whether or not THAT THE USE OF SHORT MESSAGING SERVICES ("SMS").
3 the Party has been advised of the possibility of such damage. out of this Agreement shall be entitled to its reasonable attorneys' Except for its indemnification obligations under Section 9.2, fees and costs. notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether 12.6 Notices. Legal notices (e.g., claimed breach or termination) to be provided under this Agreement shall be indemnification or otherwise, exceed amounts paid or due by delivered in writing (a) in person, (b) by nationally recognized Client to Everbridge hereunder during the 12-month period prior to overnight delivery service, or (c) by U.S. certified or first class mail the event giving rise to such liability. The foregoing limitations shall to the other party as set forth on the signature page hereto. All apply even if the non-breaching party's remedies under this legal notices shall be deemed to have been given upon receipt or, Agreement fail their essential purpose. if under (c), three (3) business days after being deposited in the mail. Either party may change its address by giving notice of the
11. INSURANCE. Everbridge will maintain during the term of this new address to the other party pursuant to this Section and Agreement the following coverages: (i) General Liability insurance, identifying the effective date of such change. Everbridge may with liability limits of at least $5,000,000; (i) Professional Liability provide all other notices to Client's billing contact on the Client coverage with limits of at least $5,000,000; and (iii) workers' Registration Form or, with respect to availability, upgrades or compensation insurance as required by the state or local law in maintenance of the Solutions, to the Everbridge Support Center. which the work is performed with a minimum limit of $1,000,000 per accident for bodily injury or disease. Upon request by Client, 12.7 Marketing. Client consents to Everbridge referencing Client's name as an Everbridge Client in Everbridge publications, Everbridge shall provide Client a certificate of insurance evidencing such coverages. its website, and other marketing materials.
12. MISCELLANEOUS.
12.1 Non-Solicitation. As additional protection for
Everbridge's proprietary information, for so long as this Agreement VEVRAA. Pursuant to these requirements, the Equal Opportunity remains in effect, and for one year thereafter, Client agrees that it Clauses found at 41 Code of Federal Regulations sections 60- shall not, directly or indirectly, solicit, hire or attempt to solicit any 1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and employees of Everbridge; provided, that a general solicitation to sections 60-741.5 (a) (1-6) are incorporated herein by reference the public for employment is not prohibited under this section. as though set forth at length, and made an express part of this Agreement.
12.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent 12.9 Export Compliant. Neither Party shall export, precluded by circumstances beyond Everbridge's reasonable directly or indirectly, any technical data acquired from the other control, including without limitation acts of God, acts of pursuant to this Agreement or any product utilizing any such data government, flood, fire, earthquakes, civil unrest, acts of terror, to any country for which the U.S. Government or any agency labor problems, regional technology interruptions, or denial of thereof at the time of export requires an export license or other service attacks. The Solution delivers information for supported governmental approval without first obtaining such license or Contact paths to public and private networks and carriers, but approval. Client shall not permit Users to send notifications to a Everbridge cannot guarantee delivery of the information to the Contact in a U.S. embargoed country or in violation of any U.S. recipients. Final delivery of information to recipients is dependent export law or regulation. on and is the responsibility of the designated public and private
12.10 U.S. Government End-Users. The Solutions and
related documentation are "commercial items" as defined at 48
12.3 Waiver; Severability. The failure of either Party C.F.R. 2.101, consisting of "commercial computer software" and hereto to enforce at any time any of the provisions or terms of this "commercial computer software documentation" as such terms are Agreement shall in no way be considered to be a waiver of such used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and provisions. If any provision of this Agreement is found by any court 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government or other authority of competent jurisdiction to be invalid, illegal or customers and end-users acquire licenses to the Solutions and unenforceable, that provision shall, to the extent required, be related documentation with only those rights set forth herein. deemed deleted or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so 12.11 General. This Agreement, including its Exhibits and as to give effect to the intent of the parties. any Quote, constitutes the entire agreement between the Parties and supersedes all other agreements and understandings
12.4 Assignment. Neither party may assign this between the Parties, oral or written, with respect to the subject Agreement to any third party except upon the other Party's prior matter hereof, including any confidentiality agreements. This written consent, which consent shall not be unreasonably withheld Agreement shall not be modified or amended except by a writing or delayed; provided, that no such consent shall be required in the signed by both Parties. ANY NEW TERMS OR CHANGES event of an assignment to an Affiliated Entity or to a successor-in- INTRODUCED IN A PURCHASE ORDER OR OTHER interest to the business of the assigning Party resulting from a DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT. merger, reorganization, or sale of all or substantially all such EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF Party's assets. Notwithstanding the above, neither Party shall SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL assign this Agreement to any third party which is a competitor of NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER the other Party. THAN THOSE SET FORTH IN THIS AGREEMENT. There are no third party beneficiaries to this Agreement. Any right, obligation or
12.5 Governing Law; Attorney's Fees. This Agreement condition that, by its express terms or nature and context is shall be governed and construed in accordance with the laws of intended to survive the termination or expiration of this Agreement, the State of California, without regard to its conflicts of laws rules. shall survive any such termination or expiration hereof. This The U.N. Convention on Contracts for the International Sale of Agreement, and any other document referencing and governed by Goods shall not apply. The prevailing party in any action arising this Agreement may be executed in one or more counterparts, pdf form), by email, or by other means of e-signature technology, each of which shall be deemed an original but which together shall and each Party agrees that it shall accept the signature of the other constitute the same agreement. Each Party agrees to be bound by • Party transmitted in such a manner. its digital or electronic signature, whether transmitted by fax machine, in the form of an electronically scanned image (e.g., in IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
EVERBRIDGE, INC. CLIENT: _ of Manhattan Beach
Faw
By: By:
Print Name: Print Name: Bruce Moe
Title: CAO Title: Manager
KTY3/28/19
Date: 4.4.2019 Date:
Address: Client's Address:
25 Corporate Drive Fing ot Manhattan Becan
Burlington, Massachusetts 01803 Hahlend ave
Manhattan Beach, CA 9026l
For legal notice: Attn: Julie Dahlgres
Attention: Legal Department
Address for Legal Notice:
City of Manhattan Beach
APPROVED AS TO ORM:
2mBL
By.
City Attorney
ATTEST
328-19
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 on the Quote.
If Client Is Ordering Nixle® Branded Products or Community Engagement:
1. Client grants to Everbridge a non-exclusive, royalty free, worldwide and perpetual right and license (including sublicense) to (a) use, copy, display, disseminate, publish, translate, reformat and create derivative works from communications Client sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, including social media (e.g., Google®, Facebook®) (collectively, "Public Communications"), (b) use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (C) place a widget on Client's website in order to drive Contact opt-in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy.
If Client Is Ordering Everbridge Branded Products:
1. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence).
2. Incident Management/IT Alerting. For Clients purchasing the Incident Management or IT Alerting Solution, unless designated as unlimited: (a) Clients may only designate the number of Users 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; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as well as participate in an on-call schedule to receive IT outage notifications, and (e) Client shall be provided the number of incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who is authorized by Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator" means an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution.
3. Secure Messaging. For Clients purchasing peer to peer secure messaging solutions ("Secure Messaging"), Everbridge shall comply with all applicable privacy laws, including the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), the Gramm-Leach- Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. Any Business Associate Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement. Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical, non-emergency messages between users as a convenience to facilitate communications and are not intended for or suitable for use in situations where a failure or time delay of, or errors or inaccuracies in, the content, data or information provided through the services could lead to death, personal injury or property damage.
Non-Critical Messaging
1. If Client is using the solution to send non-emergency calls, text messages or emails to consumers, Client expressly agrees to comply with the Telephone Consumer Protection Act of 1991, including its implementing regulations, the CAN-SPAM Act of 2003, and any other similar laws and regulation (collectively, "Consumer Protection Law"). Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct.
EXHIBIT B
IPAWS- CMASNEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote.
1 IPAWS Authorization: Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Agreement ("MOA") with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it.
Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any unauthorized use or access to IPAWS-OPEN.
2. Credentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN.
3. Messaging: Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes.
4. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system.
Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to provide such access.
tel: +1-818-230-9700 www.everbridge.com
everbridge® 255 tea A on Sure 900 fax: +1-818-230-950:
Quotation
Prepared for: Quote #: Q-22682
Manhattan Beach, CA Police Department Date: 12/6/2018
1400 Highland Avenue Expires On: 3/1/2019
Manhattan Beach CA 90266 Confidential
United States
Ph: Salesperson: Angela Fish
Fax: Phone:
Email: Email: [email protected]
Contract Summary Information:
Contract Period: 36 Months
Contract Start Date: 3/1/2019
Contact Summary:
Household Count: 13,900
Employee Count:
Year 1
QTY DESCRIPTION [PRICE
1 Mass Notification Pro USD 7,597.25
1 Upgrade Credit USD -9,317.22
5 One Day Remote Consulting Services USD 9,750.00
Travel & Expenses to be reimbursed by Customer
1 Nixle Engage USD 0.00
Year 1 TOTAL: USD 8,030.03
Year 2
QTY DESCRIPTION TPRICE
1 Mass Notification Pro USD 7,597.25
Upgrade Credit USD 0.00
5 One Day Remote Consulting Service: USD 9,750.00
Travel & Expenses to be reimbursed by Customer
1 Nixle Engage USD 0.00
Year 2 TOTAL: USD 17,347.25
Year 3
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 7,597.25
Upgrade Credit USD 0.00
5 One Day Remote Consulting Service USD 9,750.00
Travel & Expenses to be reimbursed by Custome
1 Nixle Engage USD 0.00
Year 3 TOTAL: USD 17,347.25
Pricing Summary:
Year One Fees: TUSD 8,030.03
One-time Implementation and Setup Fees: USD 670.00
Professional Services: USD 0.00
Total Year One Fees Due: TUSD 8,700.03
Ongoing Fees:
Year Two Fees: TUSD 17,347.25
Year Three Fees: USD 17,347.25
Additional rates apply for all international calls.
2. Quote subject to the terms and conditions of the service agreement, including any amendments, executed between Everbridge, Inc. and the customer listed above.
3. Subject to sales taxes where applicable.
4. Except for currency designation, the supplemental notes below, if any, supplied in this Quote are for informational purposes and not intended to be legally binding or override negotiated language of the Everbridge Inc. Service
5. Pricing is based upon full Area G participation. Should the Area G entities not agree to the terms of the agreement and pricing by March 1, 2019, Everbridge has the right to adjust total program pricing from $18,017 in year 1 up to $29,384 in year 1, excluding any credits for existing service Supplemental Notes:
Contract Stop/Start
Going forward this customer will have dates running 3/1 - 2/28 A one-time pro-rated credit for the remaining value of their existing contract has been applied to the Year 1 fees, -$9,317.22 Qty 5 in Professional Services is for a total of 39 hours Authorized by Everbridge:
Signature: Pano Nem Date:
4.4.2019
Name (Print): Title:
PHILLIP E HURR CAO
To accept this quote, sign, date and return:
Signature: Date: 3.28.2019
Name (Print): Title:
City Manuger
155 North Lake Avenue, Suite 900
Pasadena, CA 91101 USA
Tel: +1-818-230-9700
Fax: +1-818-230-9505
THANK YOU FOR YOUR BUSINESS!
everbridge SYSTEM INCLUSION
Confidential
Everbridge Mass Notification PRO for State and Local Government Everbridge Mass Notification PRO 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.
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 ManageBridge Application (IOS, Android) and Mobile Optimized Notification Site (for Blackberry, etc.) Three (3) 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 Reportin Access to Community Engagement to communicate Via Text, Email, And/Or Voice Messages and provide an easy way fo residents to Text Opt-In (text zip-code or a keyword to 888-777) Access to automated severe weather alerting from the National Weather Service via SMARTWeather for 1 (ONE) area no greater than a single County
Access to Incident Management to automate incident communication workflows Access to 1 (ONE) dedicated toll free number via Premium Audio Bulletin Board Access to Auto-Translate, Missing Person and 20+ Pre-built Message Guides Key Notification Features
Integrated GIS/Map-based, rule-based, group-based, or individual contact selection Ability to send standard, polling, or on-the-fly '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 Facebook and Twitter and Websites and services that support API access via HTTPS using Web Posting' Publish notifications directly to the Smartphones of residents and employees via Everbridge Mobile Application (fka ContactBridge) Publish approved notifications directly to Google Public Alerts website Access to IPAWS for authorized agencies
Contact filtering based on custom criteria and automatic address geo-coding for contacts Map-based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI) 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, Contact Import via CSV Upload and via Contact API Bulk Contact Management Automation via Secure FTP
Everbridge basic conference bridge codes
Auto translate, Boil water, Weather alert and 10 pre-built message guides 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 For a fill roduct descipin, along with best practices avertide calis please se the Evertidge User Guide and Everbride Unine airi 2018 ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
04/03/2018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).
FAC, No):
BOSTON, MA 02110 E-MAIL
Fax: 212-948-4377 ADDRESS:
Attn: [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
109012298-caspx-18-19 INSURER A : Continental Casualty Company 20443 INSURED 35289
Everbridge, Inc. INSURER B: Continental Insurance Company Attn: Kenneth S. Goldman, CPA INSURER C: N/A NIA
25 Corporate Drive, Fourth Floor
INSURER D:
Burlington, MA 01803
INSURER E:
INSURER F:
REVISION NUMBER: 12
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR
LTR TYPE OF INSURANCE INSD WVD. POLICY NUMBER LIMITS
A X COMMERCIAL GENERAL LIABILITY 6024186090 04/01/2018 04/01/2019 EACH OCCURRENCE 1,000,000 X OCCUR DAMAGE TO RENTED 1,000,000
CLAIMS-MADE PREMISES (Ea occurrence) es es es
MED EXP (Any one person) 15,000
PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 RO
POLICY ECT x LOC PRODUCTS - COMP/OP AGG 2,000,000
OTHER: $
AUTOMOBILE LIABILITY 6024186106 04/01/2018" 04/01/2019 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident)
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) $
AUTOS ONLY AUTOS
x HIRED NON-OWNED ROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY er acciden!
Comp/Coll. Deductibles 500/500
UMBRELLA LIAB 6024186042 04/01/2018 04/01/2019 EACH OCCURRENCE 15,000,000 OCCUR $
EXCESS LIAB CLAIMS-MADE AGGREGATE 15,000,000
X RETENTION $ 10,000 en en
WORKERS COMPENSATION 6024186056 04/01/2018 04/01/2019 X STATUTE
AND EMPLOYERS' LIABILITY
6 24186087 04/01/2018 04/01/2019 1,000,000
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL HACE MOVE S
1,000,000
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000,000 A E&O Network Technology Blended 596673563 04/01/2018 04/01/2019 Limit: (see addi page) 10,000,000
CERTIFICATE HOLDER CANCELLATION
City of Manhattan Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1400 Highland Avenue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Manhattan Beach, CA 90266 ACCORDANCE WITH THE POLICY PROVISIONS Elizabeth Stapleton Bly Fatua
© 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 109012298
LOC#: Boston
ACORD® ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY NAMED INSURED
MARSH USA, INC. Everbridge, Inc.
Attn: Kenneth S. Goldman, CPA
POLICY NUMBER 25 Corporate Drive, Fourth Floc
Burlington, MA 0180:
CARRIER NAIC CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: Certificate of Liability Insurance E&O Network Technology Blended Liability continues:
Aggregate Limit $10,000,000
Technology and Professional Liability: $10,000,000 - Ded. $100,000 each claim Media Liability: $10,000,000 - Ded $100,000 each claim
Network Security Liability: $10,000,000 - Ded $100,000 each claim Privacy Injury Regulation Proceeding: $10,000,000 - Ded $100,000 each claim Privacy Regulation Fees $1,000,000 - Ded $100,000 each claim Retro Date for $5M Limit: 2/15/2001
Retro Date for $10M Limit: 09/04/2014
Reimbursement Coverages:
Privacy Event Expense $5,000,000 - Ded $100,000 each claim Extortion Demand: $10,000,000 - Ded $100,000 each claim Privacy Regulation Investigation $1,000,000 - Ded $100,000 each claim First Party Bl w/EE $10,000,000 - Ded $100,000 each network impairment and 12 Hour BI WP Privacy Event Expense Limit $5,000,000
privacy Regulation
Privacy Ded. - $100,000 ea claim
E&O Excess Layer Policies:
2nd Layer
AXIS Insurance Company
Policy #MNN 783071/01/2018
Policy Period 04/01/2018-04/01/2019
Limit: $10,000,000
Excess E8O Limit $10,000,000 excess of $10,000,000
Excess Privacy Expense Sublimit $5,000,000 excess of $5,000,000 Retro Date: 02/15/2007
3rd Layer
Greenwich Insurance Company (XL)
Policy #TE 9032591 03
Policy Period: 04/01/2018 - 04/01/2019
Limit: $4,000,000
Excess E&O Limit $4,000,000 excess of $20,000,000
Excess Privacy Event Expense $2,000,000 excess of $10,000,000 Total Errors & Omissions Limit: $24,000,000
ACORD 101(2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD