everbridge
Everbridge, Inc.
Master Services Agreement
This Master Services Agreement(" Agreement") is entered into by the execution of this Agreement. and between Everbridge, Inc. (" Everbridge") and the City of 2 PAYMENT TERMS. Everbridge shall invoice Client Redondo Beach, a chartered municipal corporation_(" Client"), annually in advance for all Solutions and Professional Services, effective on the date of Client' s signature below(" Effective Date"). and Client shall pay the fees set forth in the Quote within thirty( 30) Everbridge and Client are each sometimes referred to as a" Party" days from receipt of invoice. If Client exceeds the usage levels and collectively, the" Parties." specified in the Quote, then Everbridge may invoice Client for any overages at the then applicable rate. All Professional Services
1. SERVICES. must be used within 12 months from date of purchase. Unless
1. 1 Orders. Everbridge shall provide Client access to its otherwise provided, the fees set forth in the Quote do not include proprietary interactive communication solutions( the" Solutions") any local, state, federal or foreign taxes, levies or duties of any subject to the terms and conditions set forth in this Agreement and nature, all of which Client is responsible for paying, except for the description of services and relating to Everbridge' sobligtedto net income or property. If p provided in the applicable Everbridge is legally obligated to collect or pay taxes for which quote or other ordering document ( e. g., statement of work) (the Client is responsible, the appropriate amount shall be invoiced to Quote") and the applicable Solution documentation ( the and paid by Client, unless Client provides a valid tax exemption Documentation"). If applicable, Everbridge shall provide the 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 11 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 applicable depending on 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.
32 Use of Solutions. Client is responsible for all activity 12 Users; Contacts. " Users" are individuals who are occurring under Client' s account(s) 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 other entity that receives a majority of its funding from the same www.everbridqe.com. Client shall promptly notify Everbridge of general or enterprise fund, as applicable, as the Client." Contacts" any unauthorized use of any password or account or any other are individuals who Client contacts through the Solutions and/ or act or omission that would constitute a breach or violation of this who provides their personal contact information to Everbridge, Agreement. Client acknowledges that the Solutions are a passive including through an opt-in portal. If applicable to the particular conduit for the transmission of Client Data, and Everbridge has Solution, the number of Users and/or Contacts that may be no obligation to screen, preview or monitor content, and shall authorized by Client is set forth on the Quote. have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful content in any Client 13 Affiliated Entities. Departments, divisions, Data, or for any losses, damages, claims, or other actions arising agencies or governmental entities which are affiliated politically, out of or in connection with any data sent, accessed, posted or operationally or otherwise with Client, and which are not an otherwise transmitted via the Solutions by Client, Users or Included Department( each, an" Affiliated Entity") may purchase Contacts.
Services to the same extent as Client, provided, that the Affiliated Entity purchases the Services on the same terms and conditions Data Privacy. Everbridge shall abide by all as are contained in this Agreement pursuant to a fully executed applicable Privacy Laws in connection with the operation of the Quote agreed to by Everbridge and such Affiliated Entity. Client Solutions. "Privacy Laws" means all U.S. federal and state laws and the Affiliated Entity shall maintain separate accounts with and regulations regarding consumer and data protection and Everbridge. Solely as to the Agreement between Everbridge and privacy and, where applicable, European General Data such Affiliated Entity, all terms and references to" Client" shall refer Protection Regulation 2016/679. to such Affiliated Entity upon execution of an applicable Quote. By 34 Data Security. Everbridge' s IT security and executing a Quote each Affiliated Entity agrees to be bound by all compliance program includes the following standards generally the terms and conditions herein as to such Affiliated Entity. An adopted by industry leading SaaS providers: ( i) reasonable and entity that otherwise qualifies under this definition will be included appropriate technical, organizational, and security measures within the meaning of Affiliated Entity even though it qualifies after against the destruction, loss, unavailability, unauthorized access or Cy" i
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alteration of Client Data in the possession or under the control of expressly set forth herein; ( U) modify or make derivative works Everbridge, including measures to ensure the availability of based upon the Solution; ( iii) reverse engineer the Solution; ( iv) information following interruption to, or failure of, critical business remove, obscure or alter any proprietary notices or labels on the processes; and ( ii) an annual assessment of its security controls Solution or any materials made available by Everbridge; ( v) use, performed by an accredited third party audit firm in accordance post, transmit or introduce any device, software or routine with the Statement on Standards for Attestation Engagements ( including viruses, worms or other harmful code) which interferes SSAE 16). Upon request, Everbridge shall provide Client with a or attempts to interfere with the operation of the Solution; or ( vi) copy of its current SSAE 16 SOC 2 report. Everbridge' s security defeat or attempt to defeat any security mechanism of any framework is based on the security requirements and controls Solution. within US National Institute of Standards and Technology( NIST) Special Publication 800-53 — Security and Privacy Controls for 63 Reservation of Rights. The Solutions ( Including all Information Systems and Organizations. The NIST 800- 53 security associated computer software ( whether in source code, object requirement standard has direct mapping to other security and code, or other form), databases, indexing, search, and retrieval data privacy frameworks, including global information security methods and routines, HTML, active server pages, intranet pages, standard ISO 27001, HIPAA-HITECH, and HITRUST. and similar materials) and all intellectual property and other rights, title, and interest therein ( collectively, " IP Rights"), whether
4. TERM. The term of this Agreement shall begin on the conceived by Everbridge alone or in conjunction with others, Effective Date and shall expire when all underlying Quotes with constitute Confidential Information and the valuable intellectual Client or its Affiliates have expired in accordance with the terms of property, proprietary material, and trade secrets of Everbridge and such Quotes, unless terminated earlier as provided herein. its licensors and are protected by applicable intellectual property Services under an applicable Quote will begin as set forth in such laws of the United States and other countries. Everbridge owns( i) Quote and shall continue for the initial term specified therein all feedback( except for the Client Data) provided to Everbridge by Initial Service Term"), which is a three year term. If a Quote Users, Client and Contacts in conjunction with the Services, and contains Services added to an existing subscription, such added ( ii) all transactional, performance, derivative data and metadata Services will be coterminous with the Initial Service Term or generated in connection with the Solutions, which are generally applicable renewal Service term(" Renewal Term"). However, any used to improve the functionality and performance of the Services. renewal term must be executed by subsequent amendments. Except for the rights expressly granted to Client in this Agreement, all rights in and to the Solutions and all of the foregoing elements S TERMINATION; SUSPENSION. thereof ( including the rights to any work product resulting from 51 Termination by Either Party. Either Party may Professional Services and to any modification, enhancement, terminate this Agreement upon the other Party's material breach configuration or derivative work of the Solutions) are and shall remain solely owned by Everbridge and its respective licensors. of the Agreement, provided that( i) the non- breaching Partysends Everbridge may use and provide Solutions and Professional written notice to the breaching Party describing the breach in Services to others that are similar to those provided to Client reasonable detail;( ii) the breaching Party does not cure the breach hereunder, and Everbridge may use in engagements with others within thirty ( 30) days following its receipt of such notice ( the any knowledge, skills, experience, ideas, concepts, know-how and Notice Period"); and ( iii) following the expiration of the Notice techniques used or gained in the provision of the Solutions or Period, the non- breaching Party sends a second written notice Professional Services to Client, provided that, in each case, no indicating its election to terminate this Agreement immediately. Client Data or Client Confidential Information is disclosed thereby. 52 Termination or Suspension for Non- Payment. If
Client fails to pay any amounts due within thirty( 30) days of their 7. CONFIDENTIAL INFORMATION. due date, Everbridge may terminate this Agreement upon thirty( 30 7.f Definition. " Confidential Information" means all days' prior written notice to Client. Termination for non- payment information of a Party(" Disclosing Party") disclosed to theother shall not relieve Client of its outstanding obligations ( including Party (" Receiving Party"), whether orally, electronically, in payment) under this Agreement. In lieu of termination for non- writing, or by inspection of tangible objects ( including, without payment, Everbridge may suspend Client' s access to the limitation, documents or prototypes), that is designated as Solutions upon written notice to Client. confidential or that reasonably should be understood to be 53 Suspension. Everbridge may suspend Client' s confidential given the nature of the information and the access to the Solutions or any portion thereof for (i) emergency circumstances of disclosure. Confidential Information includes network repairs, threats to, or actual breach of network security; without limitation, all Client Data, the Solutions, and either Party's or business and marketing plans, technology and technical ii) any legal, regulatory, or governmental prohibition affecting the' information, product designs, reports and business processes.
Solution. Everbridge shall notify Client through its Client Portal Confidential Information shall not include any information that: ( i) and/ or via email prior to such suspension and shall reactivate any is or becomes generally known to the public without breach of any affected portion of the Solution as soon as possible. obligation owed to Disclosing Party; ( ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of
6. PROPRIETARY RIGHTS. any obligation owed to Disclosing Party; ( iii) was independently fi7 Grant of Subject to the terms and
developed by Receiving Party without breach of any obligation conditions ofthatis oem
License.
a hereby owed to Disclosing Party; or ( iv) is received from a third party Agreement, g ygrants to Client, without breach of any obligation owed to Disclosing Party. during the term of this Agreement, a limited, non- exclusive, nontransferable, non-sublicensable right to use the Solutions. 72 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose 62 Restrictions. Client shall use the Solution solely for other than performance or enforcement of this Agreement without its internal business purposes. In particular, Client's use of the Disclosing Party' s prior written consent, unless required by law , Solutions shall not include service bureau use, outsourcing, including pursuant to the Freedom of Information Act, the California renting, reselling, sublicensing, or time- sharing. Client shall not Public Records Act, or other public information request ( i. e., " state i) sell, transfer, assign, distribute or otherwise commercially sunshine" laws). Receiving Party shall protect the confide, iality of exploit or make the Solution available to any third party except as apo% C. z
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Disclosing Party's Confidential Information in the same manner sent, posted or otherwise transmitted via the Solution by Client or that it protects the confidentiality of its own confidential information Contacts, or any breach by Client of Sections 3 or6. of like kind ( but in no event using less than reasonable care).
Receiving Party shall promptly notify Disclosing Party if it becomes 92 By Everbridge. Everbridge shall defend, indemnify aware of any breach of confidentiality of Disclosing Party's and hold Client harmless from and against any Claim against Confidential Information. Notwithstanding the foregoing, in no Client alleging that the Solution as contemplated hereunder event shall information disclosed pursuant to law be defined as infringes an issued patent or other IP Right in a country in which Confidential Information. the Solution is provided to Client. If( x) any aspect of the Solution is found or, in Everbridge' s reasonable opinion is likely to be found, 73 Upon Termination. Upon any termination of this to infringe upon the IP Right of a third party or ( y) the continued Agreement, the Receiving Party shall continue to maintain the 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; ( ii) modify such aspect of the materials containing such Confidential Information. Solution so that it is non- infringing; or ( iii) replace such aspect of Notwithstanding the foregoing, either Party may retain a copy 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 the infringing items from the Solution and refund to Client on a proprocedures, subject at all times to the continuing applicability of 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 exclusive remedy for Claims for infringement of an IP Right. 8. WARRANTIES; DISCLAIMER. 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 to the extent the combination creates the infringement; Everbridge shall provide 24X7X365 customer support in accordance with its most recent) published Support ii) the unauthorized alteration or modification by Client of the y Services Solution; or ( iii) Everbridge' s compliance with Client's designs, Guide. Professional Services shall be performed in a professional specifications, requests, or instructions pursuant to an manner consistent with industry standards. engagement for Everbridge Professional Services relating to the 82 Disclaimer. THE FOREGOING REPRESENT THE Solution to the extent the claim of infringement is based on the ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, foregoing.
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, 93 Indemnification Process. The indemnifying party's STATUTORY, OR OTHERWISE, WARRANTIES OF obligations under this Section 9 are contingent upon the MERCHANTABILITY OR FITNESS FOR A PARTICULAR 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; and ( b) providing the APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT indemnifying party all available information and reasonable THAT THE SOLUTION WILL OPERATE ERROR FREE OR assistance.
WITHOUT INTERRUPTION. WITHOUT LIMITING THE
FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY
LIABILITY FOR PERSONAL INJURY( INCLUDING DEATH) OR 10. LIABILITY LIMITS. To the maximum extent permitted by law, PROPERTY DAMAGE ARISING FROM FAILURE OF THE neither Party shall have any liability to the other Party for any SOLUTION TO DELIVER AN ELECTRONIC indirect, special, incidental, punitive, or consequential damages, COMMUNICATION, HOWEVER CAUSED AND UNDER ANY however caused, under any theory of liability, and whether or not THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN the Party has been advised of the possibility of such damage.
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Except for its indemnification obligations under Section 9.2, notwithstanding anything in this Agreement to the contrary, in no 83 SMS Transmission. CLIENT ACKNOWLEDGES event shall Everbridge' s aggregate liability, regardless of whether THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"),
any action or claim is based on warranty, contract, tort, ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF indemnification or otherwise, exceed amounts paid or due by Client SENDING MESSAGES INVOLVES A REASONABLY LIKELY to Everbridge hereunder during the 12- month period prior to the POSSIBILITY FROM TIME TO TIME OF DELAYED, event giving rise to such liability. The foregoing limitations shall apply UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT even if the non- breaching party' s remedies under this Agreement THE PROCESS OF TRANSMITTING SMS MESSAGES CAN fail their essential purpose.
BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES
THAT PARTICIPATE IN THE TRANSMISSION PROCESS, 11. MISCELLANEOUS.
INCLUDING MOBILE NETWORK OPERATORS AND
INTERMEDIARY TRANSMISSION COMPANIES. 11. 1 Non-Solicitation. As additional protection for ACCORDINGLY, EVERBRIDGE RECOMMENDS THAT SMS Everbridge' s proprietary information, for so long as this Agreement MESSAGING NOT BE USED AS THE SOLE MEANS OF remains in effect, and for one year thereafter, Client agrees that it COMMUNICATION IN AN EMERGENCY SITUATION. shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Everbridge; provided, that a general solicitation to the
9. INDEMNIFICATION. public for employment is not prohibited under this section.
9.1 By Client. Client shall defend, indemnify and hold 112 Force Majeure; Limitations. Everbridge shall not be Everbridge harmless against any loss or damage ( including responsible for performance under this Agreement to the extent reasonable attorneys' fees) incurred in connection with any third precluded by circumstances beyond Everbridge's reasonable party claim, suit or proceeding (" Claim") arising out of any data control, including acts of God, acts of governme .:. •. d, fire, 4 3
4 earthquakes, civil unrest, acts of terror, or regional technology publications, its website, and other marketing materials. interruptions, or denial of service attacks. The Solution delivers information for supported Contact paths to public and private 11.8 Equal Employment Opportunity. Everbridge, Inc. is networks and carriers, but Everbridge cannot guarantee delivery a government contractor and is subject to the requirements of of the information to the recipients. Final delivery of information to Executive Order 11246, the Rehabilitation Assistance Act and recipients is dependent on and is the responsibility of the VEVRAA. Pursuant to these requirements, the Equal Opportunity designated public and private networks or carriers. Clauses found at 41 Code of Federal Regulations sections 60-
1. 4( a)( 1- 7), sections 60-250.4( a- m), sections 60- 300.5( 1- 11) and 113 Waiver; Severability. The failure of either Party sections 60- 741. 5 ( a) ( 1- 6) are incorporated herein by reference hereto to enforce at any time any of the provisions or terms of this as though set forth at length, and made an express part of this Agreement shall in no way be considered to be a waiver of such Agreement. provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or 119 Export Compliant. Neither Party shall export, unenforceable, that provision shall, to the extent required, be directly or indirectly, any technical data acquired from the other deemed deleted or revised, and the remaining provisions shall pursuant to this Agreement or any product utilizing any such data continue in full force and effect to the maximum extent possible so to any country for which the U. S. Government or any agency as to give effect to the intent of the parties. thereof at the time of export requires an export license or other governmental approval without first obtaining such license or 114 Assignment. Neither party may assign this approval. Client shall not permit Users to send notifications to a Agreement to any third party except upon the other Party' s prior Contact in a U. S. embargoed country or in violation of any U. S. written consent, which consent shall not be unreasonably withheld export law or regulation. or delayed; provided, that no such consent shall be required in the event of an assignment to an Affiliated Entity or to asuccessor-in- 1110 U. S. Government End- Users. The Solutions and interest to the business of the assigning Party resulting from a related documentation are" commercial items" as defined at 48 merger, reorganization, or sale of all or substantially all such C. F. R. 2. 101, consisting of " commercial computer software" and Party's assets. Notwithstanding the above, neither Party shall " commercial computer software documentation" as such terms are assign this Agreement to any third party which is a competitor of used in 48 C. F. R. 12.212. Consistent with 48 C. F. R. 12.212 and the other Party. 48 C. F. R. 227. 7202- 1 through 227.7202- 4, U. S. government 115 Governing Law; Attorney' s Fees. This Agreement customers and end- users acquire licenses to the Solutions and shall be governed and construed in accordance with the laws of related documentation with only those rights set forth herein. the State of California, without regard to its conflicts of laws rules.
The U. N. Convention on Contracts for the International Sale ofg12. General. This Agreement, includingits Exhibits and any Goods shall not apply. The prevailing party in any action arising Quote, constitutes the entire agreement between the Parties and out of this Agreement shall be entitled to its reasonable attorneys' supersedes all other agreements and understandings between the fees and costs. Parties, oral or written, with respect to the subject matter hereof, including any confidentiality agreements. This Agreement shall not 118 Notices. Legal notices ( e. g., claimed breach or be modified or amended except by a writing signed by both Parties. termination) to be provided under this Agreement shall be ANY NEW TERMS OR CHANGES INTRODUCED IN A delivered in writing ( a) in person, ( b) by nationally recognized PURCHASE ORDER OR OTHER DOCUMENT ARE VOID AND OF overnight delivery service, or( c) by U. S. certified or first class mail NO FORCE OR EFFECT. EVERBRIDGE' S to the other party as set forth on the signature page hereto. All ACKNOWLEDGEMENT OF RECEIPT OF SUCH DOCUMENT OR legal notices shall be deemed to have been given upon receipt or, ACCEPTANCE OF PAYMENT SHALL NOT CONSTITUTE if under( c), three ( 3) business days after being deposited in the AGREEMENT TO ANY TERMS OTHER THAN THOSE SET mail. Either party may change its address by giving notice of the FORTH IN THIS AGREEMENT. There are no third party new address to the other party pursuant to this Section and beneficiaries to this Agreement. Any right, obligation or condition identifying the effective date of such change. Everbridge may that, by its express terms or nature and context is intended to provide all other notices to Client's billing contact on the Client survive the termination or expiration of this Agreement, shall survive Registration Form or, with respect to availability, upgrades or any such termination or expiration hereof. This Agreement, and any maintenance of the Solutions, to the Everbridge Support Center. other document referencing and governed by this Agreement may 117 Marketing. Client consents to Everbridge be executed in one or more counterparts, each of which shall be referencing Client's name as an Everbridge Client in Everbridge deemed an original but which together shall constitute the same agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. s'
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EVERBRIDGE, INC. CLIENT: CITY OF REDONDO
By: Print Name: William C. Brand
Print Name: Title: Mayor
Title: Date: March 19, 2019
Date:
Client' s Address:
Address: 415 Diamond Street
25 Corporate Drive Redondo Beach, CA 90277
Burlington, Massachusetts 01803
Attn:
For legal notice:
Attention: Legal Department Address for Legal Notice:
415 Diamond Street
Redondo Beach, CA 90277
Attn: Michael W. Webb, City Attorney
APPRSS TOM:
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CITY ATTORNEY
ATTEST:
ELEA OR M NZANO4 CLERK
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5 EVERBRIDGE, INC. CLIENT: CITY OF REDONDOIBfEACH
By: a C / w^ Print Name: William C. Brand I
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Print Name: A+r.. w? 6, H jfp Title: Mayor
Title: GAo Date: March 19, 2019
Date: s, L 8, 2afn
Client' s Address:
Address: 415 Diamond Street
25 Corporate Drive Redondo Beach, CA 90277 1 I
Burlington. Massachusetts 01803 I
Attn: I i
For legal notice:
Attention: Legal Department Address for Legal Notice:
415 Diamond Street I t
Redondo Beach, CA 90277 I I
Attn: Michael W. Webb, City Attorney ! i
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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 Nixie® 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"), and( b) use and display Client's trademarks, service marks and logos, solely as part of the Public Communications ( and not in connection with any Everbridge marketing materials) 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. Individuals will be made aware of the Privacy Policy as part of the opt-in registration and, in accordance with the policy, will have the right to opt-out.
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-LeachBliley 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 propertydamage.
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.
Aeverbridge 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.
Usage*
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. rcore' Platform'Access-. q, - 7 n1.:
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 Reporting Access to Community Engagement to communicate Via Text, Email, And/ Or Voice Messages and provide an easy way for 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 Rey 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 8 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( PAWS 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-yp, Impleinenfation&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 SupporUOperations Centers for Redundant Live Support For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridoe. com Rev. Apr-11201j._.
4a -
EXHIBIT B
PAWS- CMASIWEA 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 ( PAWS-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 PAWS-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.
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1. 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 Agreement.
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$ 26,498. 07 in year 1 up to$ 48, 272 in year 1, excluding any credits for existing service." However, in no event shall this adjustment of total program pricing be effective, unless both Client and Everbridge execute a subsequent quotation' agreeing to this increase.
Supplemental Notes:
Contract Stop/Start
Going forward renewal dates will be in March
One-time upgrade credit has been applied for-$ 3,888.47 Qty 8 of Professional Services is for a total of 60 hours Authorized by Everbridge'
Signature: Date: 03/ 18/ 2019
Name( Print): Title:
Phillip E. Huff Chief Accounting Officer
To accept this quote, sign, date and return: MAR 1 6 , 3MAR 2 6 1019 Signature: y, / Date:
Name( Print): TVrkM1A•
IrV- M\144 Title:Title: SD
155 North Lake Avenue, Suite 900
Pasadena, CA 91101 USA
ATTEST: Tel:+ 1- 818- 230- 9700
Fax: + 1- 818- 230-9505
alito
ELEANOR MANZANO, CITY ERK
THANK YOU FOR YOUR BUSINESS!
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Year 1
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 14, 139. 54
1 Upgrade Credit USD- 3,888.47
8 One Day Remote Consulting Services USD 15,000.00
Year 1 TOTAL: USD 25,251. 07
Year 2
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 14, 139.54
0 Upgrade Credit USD 0.00
8 One Day Remote Consulting Services USD 15, 000.00
Year 2 TOTAL: USD 29, 139. 54
Year 3
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 14, 139. 54
0 Upgrade Credit USD 0. 00
8 One Day Remote Consulting Services USD 15, 000.00
Year 3 TOTAL: USD 29, 139. 54
Pricing Summary:
Year One Fees: USD 25,251. 07
One-time Implementation and Setup Fees: USD 1, 247.00
Professional Services: USD 0. 00
Total Year One Fees Due: USD 26, 498.07
Ongoing Fees:
Year Two Fees: USD 29, 139. 54
Year Three Fees: USD 29, 139. 54
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everbridge® 155 North Lake Avenue. Suite BOO MI: s1-818.230-9700 me.eerbridgecam Pasaaena. CA 91101 USA lex:- 1.818. 230-9505
Prepared for: Quotation
City of Redondo Beach Quote#: 0-22684
401 Diamond St Date: 12/ 6/ 2018
Redondo Beach CA 90277
Expires On: 3/ 19/ 2019
Confidential
United States
Ph: Salesperson: Angela Fish
Fax: Phone:
Email: Email: angela.fish@everbridge. corn
Contract Summary Information:
Contract Period: 36 Months
Project Start Date: 3/ 1/ 2019
Contact Summary:
Household Count: 25,869
Employee Count: