HomeMy WebLinkAboutbocc.con.265.2012 Rev. 08-30-11 jls
COUNTY CLERK'S
CONTRACT COVERSHEET
CONTRACT #: 265-2012
ORIGINATING DEPARTMENT: Communications
PROCUREMENT OFFICER: Bruce Romero PHONE#: 9703152184
PROJECT NAME: Pulbic Notification System CONTRACTOR: Everbridge
DOLLAR AMOUNT: 12 043.40 LINE ITEM# 11935.00000.82370
CONTRACT EXECUTION DATE: 2/1/2013 CONTRACT END DATE: 1/31/2014
AUTOMATIC RENEWAL: ❑ YES � NO TERM: 1 year with 4 one-year extensions
❑ BOCC AGENDA ITEM(Grants, IGA) � STAFF AUTHORIZED SIGNATURE
(Requires BOCC Signature) (Per Revised Procurement Code 7/2005)
❑ OVER$50,000(Requires Section Leader&County Manager's Signature)
✓ CHECK PROCUREMENT TYPE:
❑None � Informal ❑ Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid
❑ Compliance with C.R.S. 8-17-5-101, 102 as amended(Immigration Form) ❑ Exempt
❑ Contract Renewal
/� �a� -��
✓ CHECK CONTRACT TYPE:
� Services/Maintenance ❑ Employment
❑ License/Use ❑ Intergovernmental Agreement(Resolution Required)
❑ Lease ❑ Non-Profit
❑ Construction ❑ Quasi-Public(e.g.-AVH)
❑ Goods, Equipment, Supplies ❑ Grant Agreements(Notify Finance&Resolution Required)
❑ Other(e.g. revenue) ❑ Change Order/Contract Amendment
(C/O: 10%or$25K whichever is the lesser must have County Manager signature)
All Contracts should be proofed and all exhibits and notices must be attached for the following:
✓ �No Pages Missing ✓� All Other Blanks Filled In
✓ � If Page Left Intentionally Blank—Note on Page ✓� All Exhibits Attached
✓ � Page numbered consecutively ✓� All Legal Descriptions attached (rf applicable)
✓ � All Original Signatures Affixed ✓� Notice of Award/Notice to Proceed Attached (ifapplicable,
✓ � All Dates Filled In ✓� Warranty(if applicable)
✓ � Special Instructions for Finance Department: none
✓ � Authorized Procurement Officer's Name: Bruce Romero
BY CHECKING ABOVE AND ENTERING NAME,THE AUTHORIZED STAFF PERSON INDICATES THAT
THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING.
NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE
ARCHNES RETAINAGE SCHEDULE. ALL ATTACHMENTS MUST BE WITH THIS CHECKLIST!
Contract#265-2012 Rev. 8.31.11 jac�js
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CONTRACT FOR PROVISION OF SERVICES
EVERBRIDGE SERVICE AGREEMENT
THIS CONTRACT is made and entered by and between the Pitkin County Board of County
Commissioners ("County") and Everbridge, Inc., a Delaware corporation having an office at 505 North
Brand Blvd., Suite 700, Glendale, CA 91203 (hereinafter"Contractor").
1. Term. The term of this contract is from �V �/��� to //3�/2�/� . At
the expiration of the initial term,the contract may be extended for four(4) additional successive one-
year terms as set forth in the Everbridge Service Agreement attached hereto as Eachibit 1 and
incorporated by this reference ("Service Agreement").
2. Contractor's Obli at� ions. Contractor shall provide the services set forth in the Service
Agreement. Any conflicts between this Contract for Provision of Services and the Service
Agreement shall be resolved in favor of this Contract for Provision of Services.
3. Compensation and Expenses Invoicing Pa�ment and Offset. The County shall compensate
Contractor for its services in accordance with the Service Agreement. It is expressly understood and
agreed that in no event will the total compensation and reimbursement to be paid hereunder exceed
the sum of$12,043.40 for all services rendered except for overage fees for exceeding usage limits set
forth in the Service Agreement. Contractor shall invoice for the project annually, with payment
expected within thirty (30) days of invoice, but any payment by the County may be offset by any
amount the Contractor owes the County for any reason.
4. Countx's Exclusive Ownershin of Work Product. Intentionally Deleted.
5. Pitkin County's Obli at�, ions. Pitkin County shall administer this contract through a County
Representative. The Procurement Officer, Bruce Romero, will manage the project as the County's
Representative. In the event that Procurement Officer is not available, John Rushing shall assume
the County Representative's duties. The services provided and products delivered by the Contractor
under this contract will be subject to review by the County's Representatives,or a designee,for up to
thirty(30)days for compliance with Contractor's obligations prior to final payment.
6. Termination Prior to Ex�iration of Contract Term. The County has the right to terminate
this contract, with or without cause, by giving written notice to the Contractor of such termination
and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the
effective date of such termination. . The County shall not be entitled to a refund of any amounts
paid prior to the date of termination if termination is without cause. Notwithstanding the above,
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Contractor shall not be relieved of liability to the County for damages sustained by the County by
virtue of any breach of the contract by the Contractor.
7. Independent Contractor Status.
A. The parties to this contract intend that the relationship between them contemplated by
the contract is that of independent contractor. Contractor, and any agent, employee, or servant of
Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County.
B. Contractor is not required to offer his services exclusively to Pitkin County under this
contract. Contractor may choose to work for other individuals or entities during the term of this
contract, provided that the basic services and deliverable products required under this contract are
submitted in the manner and on the schedule defined under this contract.
C. Contractor warrants that all work produced will conform to all applicable industry
standards of care, skill and diligence in the performance of Contractor's obligations under this
contract.
D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin
CounTy employee, servant or agent in the course of completing work under this contract.
E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin
County and is responsible for payment of any federal, state, FICA and other income taxes.
8 Assi na�b'�l'�tX. This contract is not assignable by either party except to a successor of
Contractor's business. Any use of subcontractors by the Contractor for performance of this contract
must be accepted in writing by the County.
9. Binding Arbitration. Intentionally Deleted.
10. Severabilitv. In the event that any provision of this contract shall be held to be invalid or
unenforceable, the remaining provisions of this contract shall remain valid and binding upon the
parties hereto
11. Inte�ration and Modification.
A. This contract, the Service Agreement and the Exhibits referenced herein and therein,
constitute the entire and integrated contract between the County and the Contractor and supersedes all
prior negotiations, representations, or contract, either written or oral. This contract may be amended
only by written contract signed by both the County and the Contractor. : Any alterations,modifications
or additions made to this contract by way of any other documentation, including, but not limited to,
purchase orders, invoice(s) or delivery acceptance document(s), issued by the County with reference to
the subject matter of this Agreement,are void,and of no force or effect.
B. The County may, from time to time, request changes in the scope of services of the
Contractor to be performed hereunder. Such changes, including the increase or decrease in the
amount of the Contractor's compensation, which are mutually agreed upon between the County and
the Contractor, shall be in writing and upon execution shall become part of this contract.
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12. Indemni .
A. The Contractor agrees to indemnify, hold harmless and,not excluding the County's right
to participate, defend the County, its subsidiary, parent, associated and/or affiliated entities, successors,
or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency
issuing permits for any work included in the project,hereinafter referred to as indemnitee, from all suits
and claims, including attorney's fees and cost of litigation,actions, loss,damage,expense,cost or claims
of any character or any nature arising out of personal injury or property damage caused by Contractor
while doing work on-site at County facilities in fulfillment of the terms of this Contract or on account
of any act, claim or amount arising or recovered under workers' compensation law or, subject to the
Service Agreement, arising out of the failure of the Contractor to conform to any statutes, ordinances,
regulation, law or court decree. It is agreed that the Contractor will be responsible for primary loss
investigation, defense and judgment costs where this contract of indemnity applies. In consideration of
the award of this contract, the Contractor agrees to waive all rights of subrogation against the County
its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers for losses arising from the work performed by the
Contractor for the County.
13. Insurance. Contractor and subcontractors shall procure and maintain until all of their
obligations have been discharged, including any warranty periods under this Contract are satisfied,
insurance against claims for injury to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents,
representatives, employees or subcontractors .
The insurance requirements herein are minimum requirements for this Contract and in no way limit
the indemnity covenants contained in this Contract.
The County in no way warrants that the minimum limits contained herein are sufficient to protect the
Contractor from liabilities that might arise out of the performance of the work under this Contract by
the Contractor, its agents, representatives, employees, or subcontractors. The Contractor shall assess
its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader
coverages. The Contractor is not relieved of any liability or other obligations assumed or pursuant to
the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration,
or types.
A. Coverage and Limits of Insurance. Contractor shall provide coverage with limits of
liability not less than those stated below. An umbrella and/or excess liability policy may be used to
meet the minimum liabiliTy requirements provided that the coverage is written on a"following form"
basis.
1. Statutory Workers' Compensation: Colorado statutory minimums
a. Intentionally Deleted.
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b. This requirement shall not apply when a contractor or subcontractor
is exempt under Colorado Workers' Compensation Act., AND when such
contractor or subcontractor executes the appropriate sole proprietor waiver form.
Minimum Limits:
Coverage A(Workers' Compensation) Statutory
Coverage B (Employers Liability) $ 500,000
$ 500,000
$ 500,000
2. Commercial General Liability–ISO 1 CG 0001 form or equivalent.
(With County named additional insured)
Minimum Limits:
General Aggregate $ 2,000,000
Products/Completed Operations Aggregate $ 2,000,000
Each Occurrence Limit $ 1,000,000
PersonaUAdvertising Injury $ 1,000,000
Fire Damage(Any One Fire) $ 50,000
Medical Payments(Any One Person) $ 5,000
Coverage to include:
• Premises and Operations
• Personal/Advertising Injury
• Products/Completed Operations
• Liability assumed under an Insured Contract(including defense costs assumed under
contract)
• Independent Contractors
• Additional Insured—Endorsement CHUBB 80-02-2367
• Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037
(2004 Edition or equivalent)
• The policy shall be endorsed to include the following additional insured language on
the Additional Insured Endorsements specified above: "County, its subsidiary,parent,
associated and/or affiliated entities, successors, or assigns, its elected officials,
trustees, employees, agents, and volunteers named as an additional insured with
respect to liability and defense of suits arising out of the activities performed by, or on
behalf of the Contractor, including completed operations".
3. Auto Liability: Bodily injury and property damage for any owned, hired, and
non-owned vehicles used in the performance of this Contract.
Minimum Limits:
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Bodily Injury/Property Damage(Each Accident) $ 1,000,000
4. Special Coverages (check as appropriate and insert amount): no boxes to be
checked)
❑(1)Performance Bond $
❑ Labor and Material $
❑ Payment Bond $
❑(2)Professional Errors and Omissions
❑(3)Aircraft Liability
❑(4)4wner's Protective
❑(5)Builder's Risk
❑(6)Boiler and Machinery
❑(7)Loss of Use Insurance
❑(8)Pollution Liability
❑(9)Crime, including Employee Dishonesty Coverage,or Fidelity Bond
B. Proof of Insurance:
1. Each insurance policy required by the insurance provisions of this Contract
shall provide the required coverage and shall not be suspended, voided or canceled except
after thirty (30)days prior written notice has been given to the County, except when
cancellation is for non-payment of premium,then ten(10)days prior notice may be given.
Such notice shall be sent directly to: Bruce Romero Public Safetv Dispatch Director. 506 E.
Main Street De�t C., Aspen CO 81611 (County Representative's Name &Address). If the
insurance carrier will not provide the required notice,the Consultant/Contractor and or its
insurance broker shall notify the County of any cancellation, or reduction in coverage or
limits of any insurance provided the cancellation or reduction in coverage(s)causes
Everbridge to be in breach of the requirements herein,within seven (7)days of receipt of
insurers' notification to that effect.
Everbridge will have the coverage stated above throughout the length of the contract,
regardless of pending claims. Everbridge's Workers Compensation insurance shall be primary
and non-contributory with any insurance or self insurance purchased by the County.
2. In addition,these Certificates of Insurance shall contain the following clauses:
a. The contractor's General Liability insurance shall be primary and non-
contributory with any insurance or self insurance purchased by the County.
b. The insurance companies issuing the policy or policies hereunder shall
have no recourse against the County of Pitkin for payment of any premiums or for
assessments under any form of policy.
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c. Any and all deductibles or self insured retentions in the above-described
insurance policies shall be assumed by and be for the amount of,and at the sole expense
of the Contractor.
d. Location of operations shall be: "all operations and locations at which
work for the referenced Project is being done."
3. Certificates of Insurance for all renewal policies shall be delivered to the
County's Representative no later than fifteen(15) days after the policy's renewal except for any
policy expiring on the expiration date of this contract or thereafter.
14. Exemptions and Preferences. All purchases of construction or building or any other materials
for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes.
Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK.
15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records,
and documents concerning its performance relating to this contract for a period of three (3) years after
final payment under the contract and the County shall have the right within the three (3) year period to
inspect and audit these books, records and documents, upon demand, in a reasonable manner and at
reasonable times,but no more than once per calendar year, for the purpose of determining,by accepted
accounting and auditing standards, compliance with all provisions of the contract and applicable law.
16. Contract Made in Colorado. The parties agree that this contract was made in accordance with
the laws of the State of Colorado and shall be so construed. Venue is agreed to be exclusively in the
courts of Pitkin County,Colarado.
17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of
this contract, the substantially prevailing party shall be entitled to its costs and reasonable attorney's
fees.
18. Governmental Immunitv. Contractor agrees and understands that Pitkin County is relying on
and does not waive, by any provision of this contract, the monetary limitations or terms (presently
$150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections
provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to
time amended, or otherwise available to Pitkin County or any of its officers, agents or employees.
Further, nothing in this contract shall be construed or interpreted to require or provide for
indemnification of the Contractor by the County for any injury to any person or any property damage
whatsoever which is caused by the negligence or other misconduct of the County or its agent or
employees.
19. Current Year Obli at�ions. The parties acknowledge and agree that any payments provided
for hereunder or requirements for future appropriations shall constitute only currently budgeted
expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin
County's annual right to budget and appropriate the sums necessary to provide the services set forth
herein. No provisions of the contract shall constitute a mandatory charge or requirement in any
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ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the
contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or
other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
limitation. This contract shall not directly or indirectly obligate Pitkin County to make any
payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of
this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's
moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds
or any obligations payable from any class or source of Pitkin County's money.
20. Notice. Any written notice required by this contract shall be deemed delivered through any of
the following: (1) hand delivery to the person at the address below; (2) or (2) within three (3) days of
being sent certi�ed first class mail,postage prepaid, return receipt requested addressed as follows:
A. To Pitkin County with co�ies to:
Bruce Romero Pitkin CounTy Attorney's Office
506 E. Main St Dept C 530 E. Main Street, #302
Aspen, Colorado 816ll Aspen, Colorado 81611
Fax: (970)920-5339 Fax: (970) 920-5198
B. To Contractor: Everbridge, Inc.
505 N. Brand Blvd., Ste. 700
Glendale, CA 91203
Attn: CFO
21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance
with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as
amended
PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101 Contractar certifies,warrants, and
agrees that it does not knowingly employ or contract with an illegal alien who will perform work
under this contract and will confirm the employment eligibility of all employees who are newly
hired for employment in the United States to perform work under this contract, through participation
in the E-Verify Program or the Department program established pursuant to CRS §8-17.5-102(5)(c),
Contractor shall not knowingly employ or contract with an illegal alien to perform work under this
contract or enter into a contract with a subcontractor that fails to certify to Contractor that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this contract. Contractor(a) shall not use E-Verify Program or Department program procedures to
undertake pre-employment screening of job applicants while this contract is being performed, (b)
shall notify the subcontractor and the contracting State agency within three days if Contractor has
actual knowledge that a subcontractor is employing or contracting with an illegal alien for work
under this contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or
contracting with the illegal alien within three days of receiving the notice, and(d) shall comply with
reasonable requests made in the course of an investigation,undertaken pursuant to CRS §8-17.5-
102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the
Department program, Contractor shall deliver to the contracting State agency, Institution of Higher
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Education or political subdivision a written,notarized affirmation, affirming that Contractor has
examined the legal work status of such employee,and shall comply with all of the other
requirements of the Deparhnent program. If Contractor fails to comply with any requirement of this
provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher education or
political subdivision may terminate this contract for breach and,if so terminated,Contractor shall be
liable far damages.
IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein
above.
CONTRACTOR: EVERBRIDGE,INC.
By:
Title v. �_ -�i �1�/C.0
Date
PITKIN COUNTY,COLORADO:
By. /-��/!.3
Procurement Officer Date
$C'"y ",`��-�.-.� � . 'Z,•qr...l Tj
``� ection Leader Date
IF�NON- DZ T 3L LANGUAG ADD /I�
� q
ohn El unty Attorney ate 's Jewkes, Ris anagement ate
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Eghibit 1. Everbridge Services Agreement
9
�/A
Everbridge,Inc.
everbridge Service Agreement
This Service Agreement("Agreement")is entered into by and between Everbridge and network intrusions or denial of service attacks, in each case,which a�e no
inc. ("Everbridge"), and ("Customer"), effective within Everbridge's possession or reasonabie control. The Everbridge Systen
on the date of Customer's signature helow ("Effective Date"). Everbridge and de{ivers messages for supported contact paths to the pubtic!private networks anc
Customer are each hereinafter sometimes referred to as a"Party"and collectively, carriers, but cannot guarantee delivery of the messages to the recipients. Fina
the"Parties." delivery of inessages to recipients is dependent on and is the responsibility of thE
THE PARTIES AGREE TO 7HE FOLLOW{NG TERMS AT3D CONDiTfONS designated public(private networks or carriers.
GOVERNING THE USE OF EVERBRIDGE'S SERVICE::
1. DEFINiTIONS. As used herein, the following terms shall have the 3.2 Customer Responsibilities.
meanings ascribed to them as set forth below: (a) Customer is responsible for aii activities that occur unde
"Everbrfdge Tecfinology"includes,without limitation,the Software,all proprietary Customer's account. Customer shail make commercialiy reasonable efforts to:(i
provide Everbridge with the Customer Data for Members that Customer anc
technology (including software, hardware, products, processes, algorithms, user Customer's authorized users want to communicate with using the Service; (ii
interfaces, know-how, techniques, designs, and other tangible or intangible provide Everbridge with this Customer Data in a form and format specified b�
technical materiai or information)made availab{e to Customer through the Service Everbridge, if so required; (iii) have sole and exclusive responsibility for the
or otherwise in connection with this Agreement. "Applicable Law" means any accuracy,qua4ity,integrity,legality,reliabiiity,and appropriateness of a{i Custome
domestic or foreign law(statutory, common,or othenvise), order,writ, injunction, Data; (iv) maintain a copy oi all Customer Data it provides to Everbridge; (v
decree, award, stipulation, ordinance or administrative doetrine, ordinance, designate certain Users to access and use the Service on Customer's behaif
equitable principle,code,rule,regulation,executive order,request,or other similar (vi)prevent unautho�ized access to,or use of,the Service, and notify EverbridgE
authority enacted, adopted, promuigated, or applied by any Governmental Body, promptly of any such unauthorized use and, notwithstanding anything to the
each as amended inciuding, without limitation,the Telephone Consumer Privacy contrary in this Agreement, Everbridge shaii have no liability for any losses
Act (TCPA, 47 USC Section 227) and implementing Federal Communications damages, claims, suits or other actions arising out of or in connection with suct
Rules(47 CFR 64.1200),the CAN-SPAM Act(15 USC Section 7701 et seq.)and unauthorized or improper use of the Service by Customer,Users or Members;anc
the FCC's implementing rules (47 CFR Section 64.3100, with respect to �vii}comply with ail Applicable Laws;(viii)cause such number of its employees,a;
communications to wireless devices) (47 CFR 64.3100), and the Federal Trade determined by Customer, to undergo initial setup and training, as set forth in the
Commission's implementing rules (16 CFR Section 316.3, with respect to quote; (ix) not cause any disturbances, outages or take any other actions tha�
communications to computers). "AUP" means the Acceptable Use Policy of may adversely affect the Service;and(xy be cesponsible for,and/or its Users sha{
Everbridge,available at http:/iwww.everbridae.com/aup,as may be amended from be responsible for, payment of any service fees, text messaging fees, and any
time to time to time. "Customer Data"means the names and contact paths for other third party fees or expenses,associated or incurred in connection with,the
Members,and any and all electronic data provided by Customer to Everbridge in access or use of the Service by Customer andlor its Users. Custome�
connection with the use of the Service. "Governmentat Body" means any acknowiedges that it is solely responsible for the content of any information that it
legisiature, agency, bureau, branch, department, division, commission, court, makes avaiiable through the Service and that Everbridge will not, except as
tribunal,magistrate,justice,multi-national organization,quasi-governmentai body, otherwise expressly herein set forth, monitor Customer or Customer's use of the
or other similar recognized organization or body of any federal, state, county, Service to examine the content passing through it. Notwithstanding anything tc
municipal,local,or foreign government or other similar recognized organization or the contrary in this Agreement,in no event shal!Everbridge be liabie to Customer,
body exercising similar powers or authority. "Intellectual Property Rights" a Member or any other third party for any faiiure on the part of Customer to fuifill
means patented or unpatented inventions, patent applications, patents, design its responsibilities pursuant to this Section 3.2 and Everbridge expressly disclaims
rights,copyrights,trademarks, service marks,trade names,domain name rights, any liability arising therefrom.
mask work rights,know-how and other trade secret rights,and ail other intellectuai
property rights, derivatives thereof, and forms of protection of a similar nature (b} Customer agrees make commerciafly reasonabie efforts to:
anywhere in the worid. (i) provide true, accurate, current, up-to-date and complete Customer Data and
"Member" or "Members" shall mean Customer's empioyees, agents, �nformation about itself; and(ii)maintain and promptly update the Customer Data
to keep it true, accurate, current and complete, the failure of which shaA noi
representatives,clients,customers,subscribers,members andior other persons or impose or create any liabifity or obligation on the part of Everbridge. If Customer
entities whom Customer may wish to contact using the Service, provided, authorizes Everbridge to do so, Customer's Members wiil be allowed access to
however, that each Member Record, if more than one for any Member, shall be their personal Customer Data to make modifications or changes thereto. Ii
deemed to represent a separate Member for all purposes hereunder. 'Member Customer or any Member provides any information that is untrue,inaccurate,not
Record"includes,without limitation,the Customer Data for a Member. "Quote" current or incomp4ete,Customer understands,acknowledges and agrees that any
means the description of Services purchased by Customer, subject to the terms notifications sent utilizing the Service may not reach the intended Member.
and conditions hereof, which is attached hereto as Exhibit A and incorporated
herein by this reference. "Software"means the computer source code and object (c) Customer may designate up to the number of Users
code,including,without limitalion,the software,provided or used by Everbridge in permitted under its account,which corresponds to the level of Service purchased
connection with the Service provided hereunder. "Users" means Members, by Customer as set forth in the Quote. Customer shal4 be responsible for the
Customer's employees, consultants,contractors or agents who are authorized to confidentiality and use of its Users'identifications and passwords.Customer shall
use the Service and have been suppiied user identifications and passwords by be responsible for all electronic communications (including maintenance of
Customer(or by Everbridge at Customer's request). Customer Data) and the sending of inessages to Members ("Electronic
2. SERVICE. Subject to the provisions of this Agreement, Everbridge shall Communications") entered through or under a User's identification and/or
provide Customer access to the service utilizing the Software, applications and password(s}. Everbridge will act as though any Efectronic Communications sent
services that comprise the Everbridge Mass Notification System ("System"), an by Customer shail comply with Applicable Law, and shall have been sent by an
automated system for delivery of inessages to multiple Members via multiple authorized User,and shall be permitted to rely thereon for all purposes. Customer
communication paths, and for processing responses thereto, as set forth in the agrees to immediately notify Everbridge if it becomes aware of any toss or theft of
Quote(the"Service"). Unless explicitly stated othenvise, any new features that a User's identification and/or password(s)or any unauthorized use of the Service
augment or enhance the current Service, including any new Service, will be andlor identification andlor password(s)used in connection therewith.
subject to the provisions of this Agreement. Everbridge shail make the Sesvice 4. Use Guidelines. Customer shall use the Senrice solely for its internal
available to Customer pursuant to the terms and conditions set forth in this business and governmental purposes as contemplated by this Rgreement and
Agreement. Customer agrees that its purchase of the Service is not contingent shall not:(i)license,subiicense,sell,resell,rent,lease,transfer,assign,distribute,
upon the delivery of any future functionality or features, nor is it dependent upon time share or otherwise commerciai)y exploit or make the Service available to any
any oral or written public comments made by Everbridge with respect to future third party, other than as contempiated by this Ag�eement;or(ii)use the Service
functionatity or features. in violation of the AUP or Applicable Law.
3. USE OF THE SERYfCE. 5. TERM. This Agreement will commence on the Effective Date and will
3.1 Everbridge Responsibilities. Everbridge shall: (i) in addition to continue in force for one(1)year(the"initial Term"). Subject to the provisions of
its confidentiality obligations pursuant to Section 10, not use, edit or disclose to this Section 5, unless terminated in writing not less than 60 days prior to the
any party other than Customer,the Customer Data,unless otherwise required by expiration of the then current Term,this Agreement shall automatically renew for
a Governmental Body; (ii) use commerciatly reasonable efforts to provide the additional successive years and continue tor another four (4) option year(s); a
Service herein contemplated; (iii) use commercially reasonable efforts to provide total of five(5)years(each option year is a"Renewa�Term"and,together with the
support for the Service, except for: any unavailability caused by circumstances Initiai Term, collectively hereinafter referred to as the "Term"). Any termination
beyond Everbridge's reasonable controi, including without limitation,acts of God, pursuant to this Section 5 shall be effective at the end of the Initial Term or the
acts of government, flood, fire,earthquakes,civil unrest, acts of terror, strikes or then current Renewa�Term for subsequent years.
other labor problems, computer,telecommunications, tnternet service provider or
hosting faciiity failures or delays invotving hardware, software or power systems,
REV SA 1YR+X OPT VRS 4(Z3/2012 �Q Page 1 of 4
6. TERMINATION;SUSPENSION. confidential information included therein);(vi)use the Software,the Service or an�
6.1 Terminatiort by Either Party. During the Initial Term and any Portion thereof to provide services to any third party or for the benefit of any thirc
Renewai Term, either Party may terminate this Agreement for cause, upon the Party,including,without limitation,any entity or individual that markets,d'istribute:
or provides notification software or services;(vii)create Internet"links"to or frorc
other Party's material breach of this Agreement, provided that (i)the non- the Service, or"frame"or"mirror"any content forming part of the Service, othei
breaching Party sends written notice to the breaching Party describing the breach than on Customer's own intranets or othervvise for its own internal busines:
in reasonable detail;(ii)the breaching Party does not cure the breach within thirty purposes; (viii) use, post, transmit or introduce any device, software or routine
(30) days following its receipt of such notice (the "Notice Period"); and (iii} which interferes or attempts to interFere with the operation of the Service or the
foilowing the expiration of the Notice Period, the non-breaching Party sends a Software;or(ixj permit access to the Software,the Service or any portion thereo�
second written notice to the breaching Party indicating the non-breaching Party's by any third party other than Customer's Users who(a}are bound by the terms o�,
election to terminate this Agreement. a written a reement with Customer which will �
g protect Everbridge and it.
Intellectual Property Rights in a manner no less protective as the terms hereof anc
6.2 Termination,Suspensfon by Everbridge. In the event Customer (b) use the Software and the Service solely for the benefit of Customer(each a
fails to pay any fees or charges within thirty(30)days of the due date, Everbridge "Permitted Contractor"). Customer shall be liable to Everbridge for any breach o�
may terminate this Agreement and/or the Service, at Everbridge'sole discretion. the terms of this Agreement by any of its Permitted Contractors to the same extenl
Termination for non-payment shali not relieve Customer' of its respansibilities that Customer would be liable hereunder had it committed ihe same breach.
under this Agreement including,but not limited to,its obligation to the pay the fees g,3 Reservation of Rights. Other than as expressiy set forth in this
accruing under or with respect to this Agreement for periods prior to or following Agreement, no license or other rights in or to the Everbridge Technology or
such termination. In furtherance of, and not in limitation of the foregoing, Intellectual Property Rights therein are granted to Customer,and all such licenses
Everbridge may, at its option, suspend the Service or terminate this Agreement, and rights are hereby expressly reserved.In furtherance of,and not in Iimitation of
effective upon notice,should Customer's or a User's use of the Service(i)violate the foregoing, Everbridge owns all rights, title and interest, including any and all
the provisions of Section 3.2 hereof,or(ii)in the event Customer faiis to pay any related Intellectuai Property Rights, in and to Everbridge Technology and the
fees or charges when due. In the event of a suspension of the Service, Service and any suggestions, ideas, enhancement requests, feedback,
Customer's account shall not be reactivated until such time as Customer shall be recommendations or other information provided by Customer or a User,relating to
in compliance with the AUP, Section 3.2 and/or shaii have paid ali past due the Service. Customer acknowledges and agrees that Everbridge will retain ail
amounts,as the case may be, plus Customer shall have paid a reconnection fee right, title and interest to bench marking data, abstracted derivative data,
of$1,000. transactionai,pertormance data and metadata(but not to Customer Data)related
7. PRICING. As consideration for the Service,and subject to the other terms to use of the Service or the Software and the Service which Eyerbridge may
of this Agreement,Customer shall pay the fees set forth in the Quote("Pricing"). If aggregate, benchmark and collect in such a way as to not allow identification ot
Customer exceeds the minutes usage and/or Member count as specified in the Customer or a User(including Software use optimization and product marketing),
provided that such use does not reveal the identity of Customer or Users or
Quote, then, Everbridge reserves the right to review the minutes and Member specific Software use characteristics that may be identified to Customer
usage from time to time during the Term and to invoice Customer therefor at the �collective4y,the"Transactional Data").This AgreemenC is noi a sale and does not
current rates and Customer shall pay within 30 days of invoice. Fees for convey to Customer any rights of ownership in or related to the Service,
professional services, if applicabie,shall be set forth in a SOW. Notwithstanding Everbridge Technology or Intellectual Property Rights owned by Everbridge,
anything to the contrary in Section 5 or elsewhere on this Agreement, the Pricing provided,however,that as between Everbridge and Customer,all Customer Data
shall be automatically increased by five percent(5/o)for the first Renewai Term that is not Transactional Data shall be owned exciusively by Customer.
following the Initial Term,and for each successive Renewat Term thereafter.
10. CONFIDENTIAL INFORMATION.
8. PAYMENT TERMS;TAXES. 10.1 Definition; Protection.As used herein, "Confidentiai Information"
8.1 Payment.Unless otherwise set forth in Exhibit A,Everbridge shall means all confidential and proprietary information of a party ("Disclosing Party")
invoice Customer in advance for the Initial Term and annually in advance for any disclosed to the other party("Receiving Party"),whether o�ally or in writing,that is
Renewal Term. All payments, including, without limitation, fees for professional designated as confidential or that reasonably should be understood to be
services,shall be made within thirty(30)days from the date of invoice. If any fee confidential given the nature of the information and the circumstances of
is not paid within thirty(30)days after it is due,in addition to any other rights and disclosure,inciuding the terms and conditions of this Agreement(including pricing
remedies that Everbridge may have hereunder (including, without limitation, and other terms reflected herein and in alt Order Forms hereunder),the Customer
pursuant to Section 6.2),Everbridge reserves the right to charge interest at a rate Data, the Service, the Everbridge Technology and Intetlectual Property Rights
of one and one-half percent (1'/2%) per month or the highest rate allowed by therein, business and marketing plans, technology and technicai information,
Applicable Law,whichever is lower. product designs,reports and business processes.Confidential Information(except
8.2 Taxes.Unless otherwise provided for in Exhibit A,or in a SOW,as for Customer Data) shali not include any information that: (i) is or becomes
generally known to the pubiic without breach of any obligation owed to the
the case may be, Everbridge's Pricing and fees for professional services do not Disciosing Party; (ii)was known to the Receiving Party prior to its disciosure by
include any local, state, federal or foreign taxes, levies or duties of any nature the Disclosing Party without breach of any obligation owed to the Disclosing Party;
("Taxes"). Customer is responsibie for paying all Taxes, excluding only taxes �iii)was independently developed by the Receiving Party without breach of any
based on Everbridge's income. If EverDridge has the legal obligation to pay or obligation owed to the Disclosing Party; or (iv) is received from a third party
coilect Taxes for which Customer is responsible under this section, the W�thout breach of any obligation owed to the Disclosing Party. the Receiving
appropriate amount shali be invoiced to and paid by Customer unless Customer party shall not disclose or use any Confidential Information of the Disclosing Party
provides Everbridge with a valid tax exemption certificate authorized by the for any purpose outside the scope of this Agreement, except with the Disclosing
appropriate taxing authority. PartK's prior written permission.Each party agrees to protect the confidentiality of
9. PROPRIETARY RIGHTS. the Confidential Information of the other party in the same manner that it protects
9.1 Grant of License. Everbridge hereby grants to Customer,during the confidentiality of its own proprietary and confidential information of like kind,
the Term, a non-exclusive, non-transferable right to use the Service, solely for but in no event shall either party exercise less than reasonable care in protecting
Customer's own internal business purposes,subject to the terms and conditions of such Confidential information. If the Receiving PaRy discloses or uses (or
this Agreement. Upon suspension of the Service as herein contemplated,or upon threatens to disclose or use)any Confidentiai information of the Disciosing Party
termination of this Agreement for any reason, ali licensed rights granted to �n breach of this Section 10,the Disclosing Party shati have the right,in addition to
Customer pursuant to this Agreement shall terminate immediately,and Customer any other remedies available to it, to seek injunctive relief to enjoin such acts, it
shall promptiy discontinue aii further use of the Service. being specifically acknowledged by the parties that any other available remedies
are inadequate. in furtherance of,and not in limitation of anything set forth in this
9.2 Restrtctions. Customer will not: (i) copy, modify, port, adapt, Section 10 or elsewhere in this Agreement, the terms and conditions of this
translate, localize, reverse engineer, de-compile, disassemble or otherwise Agreement shall be Confidentiai Information of Everbridge.
attempt to discover the source code of the Software, the Service or any portion 11. WARRANTIES&DISCLAIMERS.
thereof for any purposes, including, without limitation, to (x) build a competitive
product or service; (y) build a product using similar ideas, features, functions or 11.1 Warranties. Customer represents and warrants that it has the
graphics of the Service; or(z) copy any ideas,features, functions or graphics of legal power to enter into this Agreement and shall perform the responsibilities
the Service;(ii)create derivative works based on the Software,the Service or any required by it pursuant to Section 3.2. By purchasing the Service, Customer
portion thereof or merge any of the foregoing with any third party software or authorizes Everbridge to collect,store and process Customer Data subject to the
services; (iii) remove, obscure or alter any proprietary notices or labels on the terms of this Agreement. Customer shall ensure that,during use of the Service,
Software, or any portion of the Service; (iv) transfer, lease, assign, sublicense, Customer shall have a privacy policy that clearly and conspicuously notifies the
pledge, rent, share, distribute or allow any lien or encumbrance to be placed on Members of the way in which Customer Data shall be used. Customer represents
the Service or Software or any portions thereof; (v) disclose the results of any and warrants that the collection,storage and processing of such Customer Data,
performance, functional or other evaluation or benchmarking of the Software or and the use of the Service,as provided in this Agreement,will at all times comply
Service; provided, however, Customer may distribute the reports and other data with (i) its own policies regarding privacy and protection of user information; and
generated by the Service (excluding any Everbridge intellectual property or
REV SA lYR+X OPT YRS 4/23/2012 Page 2 of 4
/1
(ii)ail Applicab�e Laws,including those related to processing,storage,use,reuse, Party. Notwithstanding the foregoing, any reports or other deliverabies herein se
disclosure,security,protection and handling of Customer Data. forth or in a Transaction Document may,to tfie extent practicable,be delivered b�
Everbridge to Customer by electronic transmission (emaii) or by facsimile, ir
11.2 Disclaimer. Except as expressly provided herein, Everbridge addition to the any other means herein provided for. Annual invoices shali be sen
makes no warranty of any kind,whether express,impiied,statutory,or otherwise. to the Customer's contact and address following Customer's signature below.
Everbridge hereby specif+caNy discla+ms all implied warranties, including any 15.6 No Third-Party Beneflciaries. There are no third-part�
warranty of inerchantability or fitness for a particular purpose, to the maximum beneficiaries to this Agreement.
extent permitted by Applicabie law. 15.7 Entire Agreement.[intentionally Deleted]
12. PROFESSIONAL SERVICES. Everbridge may provide professional 15.8 Marketing. Customer agrees to be referenced as an Everbridgc
services to Customer from time to time, Such professional services shall,uniess customer in a press release within thirty (30) days of the Effective Date.
othervvise expressiy therein set forth,be provided in accordance with,and subject Expenses related to the creation and distribution of this press reiease will be
to, the provisions hereof and any additional terms related thereto which are set borne by Everbridge.
forth in a Statement of Work("SOW").
13. INDEMNIFICATION. 15.9 Survival, Sections 1, 3, 4, 5, 6, and Sections 8 thraugh 15 shal
survive the expiration or earlier termination of this Agreement.
13.1 By Customer.[Intentionally Deleted) 15.10 Counterparts. This Agreement and any Transaction Documen
13.2 By Everbridge, Everbridge shall defend, indemnify and hold may be executed in one or more counterparts, all of which together shal
Customer harmless from and against any Ctaim against Customer,but only to the constitute one original document. !n lisu of the original, a facsimile transmissior
extent it is based on a Claim that the Senrice directly infringes an issued patent or or copy of the original shall be as effective and enforceable as the original. P
other intellectual property right of a country in which the Service is actually facsimile or .PDF signature shall be deemed an original for purposes o
provided !o Castomer. !f the Service is held to infringe and the use enjoined, evidencing execution of this Agreement.
Everbridge shall have the option,at its own expense,to procure for Customer the
right to continue using the Service;or replace same with a non-infringing service; 15.11 F�cport Compifant Neither party sha(I export,directly or indirectly
�r modify such Service so that it becomes non-infringing.Everbridge shall have no any technical data acquired from the other pursuant to this Agreement or an�
liability for any infringement of patents, copyrights, or other intellectual properly product utilizing any such data to any country for which the U.S. Government oi
rights resulting ftom Customer content,use of the Service other than as specifred any agency thereof at the time of export requires an export Iicense or oihei
in relevant Everbridge documentation, or use of the Service with products or governmental approval without first obtaining such license or approval.
senrices not supplied by Everbridge. Everbridge's indemnification obiigations
hereunder shall not apply to the extent ihat any warranty claim or demand for
indemnification arises es a result of or is caused by (i) any unauthorized use,
reproduction,or distribution of the Service or Software;{ii)any use of the Service
or Software in combination with other products, equipment,software, or data not
supplied by Everbridge;(iii)any use,reproduction,or distribution of any release of
the Service or Software other than the most cument release made avai�able to
Customer,or(iv)any modification of the Service or Software by any person other
than Everbridge.
14. LIMITATION OF LIABILITY. In no event shall either Party have any liability
to the other Party for any loss of use,interruption ot business, or any lost profits,
loss of use, costs of procurement of substitute goods or services, or for any
indirect,speciai,incidentaf,punitive,or consequential damages„flowever caused
and,whether in contract,tort or under any other theory of liability,whether or not
the party has been advised of the possibiiity of such damage. Notwithstanding
anything in this Agreement to the contrary, in no event shall Everbridge's
aggregate liability,however arising out of or related to this Agreement,whether in
contract,tort or under any other theory of liability,exceed amounts actually paid
by Customer to Everbridge hereunder during the 12 month period prior to the
event giving rise to any liability of Everbridge as contemplated by this Agreement.
15. MISCELLANEOUS.
15.1 Non-Solicitatfon and Non-Interterence. As additionai protection
for Everbridge's proprietary informaGon,for sa tong as this Agreement remains in
effect, and for one year thereafter, Customer ayrees that it shall not, directly or
indirectiy,solicit,hire or attempt to solicit any employees of Everbridge.
15.2 Waiver;Severabiltty.The failure of either Party hereto to enforce
at any time any of the provisions or terms of Yhis Agreement, or any rights in
respect thereof,or the exercise of or failure to exercise by either Party any rights
or any of its elections herein provided, shall in no way be considered to be a
waiver of such provisions, terms, rights or elections or in any way 10 affect the
validity of this Agreement. If any of the provisions of this Agreement, or portion
thereof,are held invalid or unenforceable,such invalidity or unenforceabitity shali
not affect the remainder of this Agreement. In such event, the Parties shall
negotiate, in good faith, a substitute, enforceable provision which most nearly
affects their original intent in entering into this Agreement,failing which the Parties
agree that the governmental body, ar6itrator, or mediator making such
determination shafl have the power to modify the provision in a manner consistent
with its objectives such that it is enforceable, and/or to delete specific words or
phrases, and in its reduced form, such provision shall then be enforceable and
shaft be enforced.
15.3 Assigrtment. Neither this Agreement nor any rights granted
hereunder may be sold, ieased, assigned (including an assignment by operation
of law), or otherwise transferred, in whole or in part, by Customer, and any such
attempted assignment shail be void and of no effect without the advance written
consent of Everbridge,such consent not to be unreasonably withheld.
15.4 Governing Law;Attorney's Fees. [Intentionally Deleted}
15.5 Notices.All notices,consents and approvais under this Agreement
must be detivered in writing (i) by courier, or(iij by certified or registered mail,
(postage prepaid and retum receipt requested),to the other Party at the address
set forth below, and will be effective upon receipt or three business days after
treing deposited in the mail as required above, whichever occurs sooner. Either
Party may change its address by giving notice of the new address to the other
REV SA iYR+X OPT YRS 4/23/2012 Page 3 of 4
12-
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the date set forth above.
EVERBRIDGE,INC.
By:
Print Name: �
Title:
Date:
Address:
505 N.Brand Blvd.,Suite 700
Glendale,CA 91203
CUSTOMER:
By:
Print Name:
Title:
Date:
Customer's address for legal notices:
Attn:
Customer's address for billing:
Attn:
Email address for billina
Telephone number:
REV SA lYR+X OPT YRS 4/23/2012 �� Page 4 of 4