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HomeMy WebLinkAbout2015-155 ES - Orange County - Orange Water and Sewer Authority - Town of Carrboro - Town of Chapel Hill - Cost Sharing Agreement for comprehensive mass notification system $44,963.20 COST SHARING AGREEMENT FOR THE IMPLEMENTATION OF A COMPREHENSIVE MASS NOTIFICATION SYSTEM AArl THIS AGREEMENT is made and entered into this the A day of 61�_, 2014, between Orange County ("County"), the Orange Water and Sewer Authority ("OWASA"), the Town of Carrboro ("Carrboro"), and the Town of Chapel Hill ("Chapel Hill") ( together collectively identified as "the Parties"). WITNESSETH Whereas, in order to better serve the citizens, employees, residents, customers, visitors, and the public at large, the Parties have each determined that there is a need to establish a method of providing both emergency and non-emergency mass notification emergency alert and warning services to large numbers of persons simultaneously; and . Whereas, following a review and consideration of currently available technology to provide this type of mass notification alert and warning capability, the Parties have determined to enter into this Agreement for the purpose of providing such capability, and to appoint the County as the lead agency to contract for the technology and services needed by the Parties. NOW, THEREFORE, in consideration of the above recited promises, the Parties agree as follows: 1. The initial term of the agreement shall be for two years beginning October 1, 2014 and ending September 30, 2016. The term may be renewed automatically for additional one year terms unless terminated in accordance with this Agreement. 2. The Parties have designated the County as the lead agency, and it shall, on behalf of the Parties to this Agreement, negotiate and enter into an agreement with Everbridge, Inc. ("Everbridge"), a corporation which provides a mass notification suite, which include mass notification, weather, social media, and mobile member applications. The agreement with Everbridge shall be substantially in accordance with the terms described in the attached proposal (Exhibit A). 3. Each Party to this Agreement shall identify and establish notification lists of residents within its jurisdiction to use with this service as each Party deems necessary for its respective purposes. The individual Parties to this Agreement shall be responsible for their notifications lists and inputting their specific information into Everbridge to allow their desired notification lists and system functionality to be used. 4. Each Party to this Agreement shall be responsible for providing information directly to Everbridge to establish secure account access codes to use the system. 5. The annual cost of Everbridge is provided in Exhibit A. Costs shall be shared by all Parties on a proportionate basis according to the following formula: a. County: 63% of total cost of service. b. Chapel Hill: 24% of total cost of service. c. Carrboro: 6% of total cost of service. d. OWASA: 7% of the total cost of the service. 6. OWASA, Carrboro, and Chapel Hill shall forward their payments to the County for their share of the cost within 30 days of the execution of this Agreement and thereafter, within 30 days of notice from the County for proposed renewal of the contract with Everbridge. 7. Any Party to this Agreement may elect to terminate its participation at the time the County's Agreement with Everbridge is up for annual renewal, by providing notice to the other parties 45 days prior to the expiration of the then - current contract. The remaining parties may then agree to assume a proportional share of the costs paid by the party dropping out, or negotiate other equitable terms for the continuation of service by Everbridge. 8. Any increase in fees or substantial change in terms of the attached Proposal from Everbridge (Exhibit A), or any renewal thereof, shall be reviewed by the County with the other parties prior to the County entering into the revised Agreement. Any Party hereto shall have 5 days after notification to request an opportunity to confer with the other parties if there are concerns raised by any proposed changes to the Agreement with Everbridge prior to it being executed by the County. IN WITNESS WHEREOF, the Parties have signed this Agreement, effective on the first date above written, is signed by all parties as indicated by the signatures below. [SIGNATURE PAGES TO FOLLOW] IN WITNESS WHEREOF, OWASA, Carrboro, Chapel Hill, and the County have signed this Agreement, effective on the first date above written, is signed by all parties as indicated by the dates set forth under signatures below. For and on behalf of the Town of Carrboro Name Title Attest: Name Title Title Title Date Date Hill 2a r Date //00//Y Date / / This Agreement is between the .Town of Chapel Hill, Orange County, the Orange Water and Sewer Authority, and the Town of Carrboro for cost sharing for the implementation of a comprehensive mass notification system. IN WITNESS WHEREOF, the parties hereunto cause this agreement to be executed in their respective names. TOWN OF,AMAPEL HIL ( ' '/ j L1, ie' �. - " DEPART Aff OR DE / WN MANAGER ATTEST BY JO LERK: TOWN CLERK TOWN SEAL %a Town Clerk attests date this the 3 day of Si'c , 201 Approved as to Form and Authorization This and pre- audited in the manner required by the Local Government Budget cfrC[/Y SIGNATURE PAGE For and on beh if of the Town of Carrboro &44� jj&a!f::� David Andrews, Town Manager This instrument has been pre - audited in the manner required by the Local Government Budget and Fiscal ontrol Act Finance Officer SIGNATURE PAGE For and on behalf of the Orange Water and Sewer Authority Ed Kerwin, Executive Director This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act Finance Officer as to form and legal sufficiency Robert 11 tirig, Gen al Counsel F SIGNATURE PAGE For and on behalf of Orange County Government Bonnie Hammersley, County a ager to technial content E. Groves, Emergency Services Director This instrument has been pre- audited in the manner required by the Local Government Budget and Fiscal Control Act 4 A) Chief Financial Officer Approved as to form and legal sufficiency Anne to M. &ore, Staff A tomey DocuSign En. ,lope ID: 84AC93A5- 0882 -4236- 9052- 37D9FA3E9D6D eve r b r i d VI e 500 N Brand Blvd, Suite 1000 tel: 888.366.4911 www.everbridge.corn Glendale, CA 91203 USA fax: 818.484.2299 Prepared Jim Groves for: Orange County, NC PO Box 8181 Hillsborough, NC 27278 (919) 245 -6140 jgroves@orangecountync.gov QUOTATION Quote Number: 00012106 Confidential 1 of 2 Quotation Date: September 11, 2014 Quote Expiration Date: September 30, 2014 Rep: Matthew Ward (818) 230 -9785 matthew.ward@everbridgemaii.com Contract Summary Information Contract Period: 2 Years Contract Optional Years: 3 Years MN Contacts up to: 64,061 MN Households up to: 64,061 ANNUAL SUBSCRIPTION - See attached Product Inclusion Sheet/s for product details. 1 Everbridge Mass Notification (MN) with Unlimited Domestic Minutes Recurring 1 I $36,704.65 $36,704.65 Everbridge WEA Notification Recurring 1 $1,835.23 $0.00 a. - -i1nme I Ire A!`C - i Service Everbridge Mass Notification Additional Organization Fee Type Recurring Qty 3 Unit Price $500.00 Total Price $0.00 Smart Weather Alerting (includes 1 location in base weather subscription) Interactive Visibility. Social Media View Recurring Recurring i 1 $5,505.70 $5,505.70 1 $5,505.70 $0.00 Interactive Visibility: Mobile Member Recurring 1 $5,505.70 $2,752.85 DocuSign Envelope ID: 84AC93A5- 0882 - 4236- 9052- 37D9FA3E9D6D M1 Aeverbridge 500 N Brand Blvd, Suite 1000 tel: 888.366.4911 www.everbridge.com Glendale, CA 91203 USA fax: 818.484.2299 QUOTATION Quote Number: 00012106 Confidential 2of2 Pricing Summary: Year One Fees *: $44,963.20 1 One -time Implementation and Set Up Fees: $0.00 Total Year One Fees: $44,963.20 Optional Year(s) Ongoing Annual Recurring Fees: $44,963.20'"1 1. Additional rates apply for all international calls. 2. Quote subject to terms & conditions of GSA Contract No. GS- 35F -0692P and the GSA Approved End User License Agreement ( "EULA "), the latter of which is attached hereto and incorporated by reference. 3. Subject to sales taxes where applicable. 4. The supplemental notes below, if any, supplied in this Quote are for informational purposes and not intended to be legally binding or override GSA Contract No. GS- 35F- 0692P, or the EULA. ( *Year One Fees are the total of the first year annual subscription fees and any one -time fees, i.e., Professional Services.) Supplemental Notes: Authorized by Everbridge: R DocuSigned by: vu PvoIrA, 9/19/2014 e1dme8723534z13... Date Cinta Putra Print Name CFO Title To acnt this quote, sign, date and return: Docu igned by: �jbbtWG RAY404 V'Sb_, 9/19/2014 4 VFkV ftAature Date Bonnie Hammersley Print Name County Manager Title T Everbridge Mass Notification SYSTEM INCLUSION Confidential Everbridge Mass Notification 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 the Everbridge Mass Notification system. Usage Unlimited Domestic Emergency Alerts and Testing Messages Unlimited Domestic Non - Emergency Alerts Messaging Core Platform Access Unlimited Administrators for web -based portal to initiate messages, reporting, and administration Unlimited Administrators for Mobile Manager Application (iOS, Android) and Mobile Optimized Notification Site (for Blackberry, Windows 10, etc.) Two (2) 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 Key Notification Features Integrated GIS /Map- based, rule- based, group- based, or individual contact selection Ability to send standard, polling, or on- the -fly 'One- Touch' Conference Call messages One - screen broadcast creation workflow to speed message creation and reduce human error Everbridge Network to access situational intelligence & notifications shared by other public and private groups Publish notifications directly to Websites and services that support API access via HTTPS using 'Web Posting' Notification escalation to automatically send a notification to the next person or group if there is no confirmation Contact filtering based on custom criteria Map -based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI) Automatic address geo- coding for contacts 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 Self- service Contact Import via CSV Upload Bulk Contact Management Automation via Secure FTP Set -up, Implementation & Support Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation Self Service Administrative Set -up, Configuration and Default Preferences Initial Member Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support (phone, web, email) Global Support/Operations Centers for Redundant Live Support Dedicated Account Manager For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. Aeverbridge ON BOARDING - STANDARD OVERVIEW The standard onboarding is right -sized to support small to medium organizations on deploying all basic Mass Notification and Interactive Visibility functionality. A dedicated onboarding specialist is provided to guide you through the onboarding process and provide strategic advice, tailored to your organization. TIME FRAME Standard Everbridge Onboarding requires approximately 15 days to complete. Depending on the size and complexity of the organization, it may take more or less time. The timeframe can be tailored within the following limits for standard onboarding: Access to an Onboarding Specialist for up to 10 hours. Onboarding Specialist hours must be used within 60 days of contract signing. + Additional hours are billable at $250 /hr. SCOPE Included Standard Onboarding Resources Client Portal Knowledgebase F_verbridge University Up to 10 hours of an onboarding specialist KEY MILESTONES ORIENTATION CALL This call will provide an orientation to Fverbridge onboarding resources and a review of preparation necessary to conduct a successful onboarding. KICK -OFF CALL The Kick -off call will focus on reviewing the basic settings and developing the onboarding project plan. CONSULTATION CALL The Consultation Call will focus on reviewing the completion of the project plan and identifying gaps and next steps. CLOSE-OUT CALL The Close -out Call will provide .quidance on go -live A standard onboarding will provide the following: strategies and mark the account s transition, to customer success. Orientation to your onboarding resources, including the Everbridge Client Portal, knowledgebase articles library, and Everbridge University. Access to your functional account, configured with default templates and default notification paths. 30- minute hands -on demo of creating new users, the basic setup of contacts and the sending of a test notification. Best practices and onboarding guidance as outlined in this document. The onboarding specialist will ensure the client has demonstrated the ability to upload a sample of their contact data, send a notification and interpret the results. KEY MILESTONES ORIENTATION CALL The purpose of the orientation call is to prepare for the onboarding process. The Everbridge specialist will provide an overview of the onboarding process to key client stakeholders, introduce the stakeholders to the various onboarding resources, provide a short, interactive demo and access to a live, working account preloaded with default templates and settings. Orientation calls will be held within 5 days of the completion of your order processing. The specialist will also provide a checklist of actions to be completed in order to kick -off the onboarding process. The Call Agenda will include the following: Introductions Review communication goals /use cases Review onboarding Process Review resources available to the client Review the success criteria of the Milestone calls Schedule all follow up calls Review the Getting Started checklist An onboarding specialist will provide a demo of the product showing how to create a new user, how to create a contact, and how to send a message using a pre- loaded test template. At the conclusion of the demo, the customer will be provided with their live production account. Time: 1.5 -2 hours The Kick -off call will be held as soon as the actions on the Getting Started checklist are complete, but no later than 3 weeks after the Orientation Call. The agenda will include the following items: Review completion of the Getting Started checklist Verify settings and configurations selected Discuss design and strategy of the organization hierarchy in relation to the client's needs. Review Role -based access control and its application with the client's organization. Review the contact data quality of the sample uploaded by the customer. Upon successful setup of the basic settings, the onboarding specialist will provide a customized Project Plan to guide the remainder of the onboarding. The Project Plan will include guidance on topics such as: data management strategy, reporting, groups and filters, mobile manager, awareness campaigns, training plans, member portal, Weather, IV, and mobile member. Time: 1 -2 hours V !i n , .. KEY MILESTONES ORIENTATION CALL The purpose of the orientation call is to prepare for the onboarding process. The Everbridge specialist will provide an overview of the onboarding process to key client stakeholders, introduce the stakeholders to the various onboarding resources, provide a short, interactive demo and access to a live, working account preloaded with default templates and settings. Orientation calls will be held within 5 days of the completion of your order processing. The specialist will also provide a checklist of actions to be completed in order to kick -off the onboarding process. The Call Agenda will include the following: Introductions Review communication goals /use cases Review onboarding Process Review resources available to the client Review the success criteria of the Milestone calls Schedule all follow up calls Review the Getting Started checklist An onboarding specialist will provide a demo of the product showing how to create a new user, how to create a contact, and how to send a message using a pre- loaded test template. At the conclusion of the demo, the customer will be provided with their live production account. Time: 1.5 -2 hours The Kick -off call will be held as soon as the actions on the Getting Started checklist are complete, but no later than 3 weeks after the Orientation Call. The agenda will include the following items: Review completion of the Getting Started checklist Verify settings and configurations selected Discuss design and strategy of the organization hierarchy in relation to the client's needs. Review Role -based access control and its application with the client's organization. Review the contact data quality of the sample uploaded by the customer. Upon successful setup of the basic settings, the onboarding specialist will provide a customized Project Plan to guide the remainder of the onboarding. The Project Plan will include guidance on topics such as: data management strategy, reporting, groups and filters, mobile manager, awareness campaigns, training plans, member portal, Weather, IV, and mobile member. Time: 1 -2 hours CONSULTATION CAL! The Consultation Call should be scheduled to take place within 5 days of the Kick -off Call. The call is a strategy session between the onboarder and the customer, with the following objectives: Review Project Plan action items Define testing strategy Review contact management strategy Review relevant advanced configuration topics Time: 1 -2 hours CLOSE -OUT CALL The close out should occur approximately 3 -4 weeks after Orientation (not to exceed 60 days). The call will provide a final opportunity for the client to strategize with the onboarding specialist and will cover the following topics: Functional testing conducted by customers /or review results of functional testing Discuss transition to customer success Provide best practices for troubleshooting issues Where to find support information Roll -Out Planning: Review project plan for completing system -wide test Review best practices for system test planning Awareness programs Time: 1 hour EVERBRIDGE UNIVERSITY Learning modules and training are continuously available and free for customers and partners to learn or review Use Adobe flash videos with audio narrations Self -paced training that allows students to learn when they have time and at their own pace Just -in -time learning using small, focused content modules No travel or facilities required, the classroom is anywhere a learner has Internet access i i . • • GSA Approved End User License Agreement This End User License Agreement ( "Agreement ") is entered into by and between Everbridge, Inc. ( "Everbridge "), and the client identified on the Quote ( "Customer "), effective on the date of Customer's signature on the Quote ( "Effective Date "). Everbridge and Customer are each hereinafter sometimes referred to as a "Party" and collectively, the "Parties ". 1. SERVICE. Everbridge shall provide Customer access to its proprietary interactive communication service(s) (the "Service(s) ") subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable quote (the "Quote "). If applicable, Everbridge shall provide the training and professional services set forth in the Quote. Everbridge shall provide Customer with login and password information for each User (as defined below) and will configure the Service to contact the maximum number of households (each a "Contact ") set forth on the Quote. 2. PAYMENT TERMS. Customer shall pay the fees set forth in the Quote ( "Pricing "). If Customer exceeds the usage levels specified in the Quote, then Everbridge may invoice Customer for any overages at the established rates. Everbridge shall invoice Customer annually in advance. All payments shall be made within thirty (30) days from receipt of invoice. CUSTOMER RESPONSIBILITIES. 3.1 Users. If Customer has purchased Mass Notification, Customer shall in its discretion authorize certain of its employees and contractors to access that Service. If Customer has purchased Incident Management, Customer shall authorize only those employees or contractors who are Incident Operators (as defined on Exhibit A) or Incident Administrators (as defined on Exhibit A) to access that Service. Collectively, Customer's employees and contractors who are authorized to access any Service as provided above are referred to as "User(s) ". Each User must be bound in writing to confidentiality obligations sufficient to permit Customer to fully perform its obligations under this Agreement. Customer shall undergo the initial setup and training as set forth in the Implementation — Standard inclusion sheet provided with the Quote. The Implementation sheet provides a detailed list of the services included as part of the implementation purchased and the corresponding timelines. If Customer fails to complete the Implementation process within the sixty (60) day timeframe, Customer must purchase any additional implementation services. Customer shall be responsible for: (i) ensuring that Users maintain the confidentiality of all User login and password information; (ii) ensuring that Users use the Service in accordance with all applicable laws and regulations, including those relating to use of personal information; (iii) any breach of the terms of this Agreement by any User; and (iv) all communications by Users using the Service. Customer shall promptly notify Everbridge if it becomes aware of any User action or omission that would constitute a breach or violation of this Agreement. 3.2 Customer Data. "Customer Data" is all electronic data transmitted to Everbridge in connection with the use of the Service, including data submitted by Contacts. Customer Data provided by Customer shall be true, accurate, current and complete, and shall be in a form and format End User License Agreement GSA (based on CPA v3 7.30.13) specified by Everbridge. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. By purchasing the Service, Customer represents that it has the right to authorize and hereby does authorize Everbridge and its "Service Providers" to collect, store and process Customer Data subject to the terms of this Agreement. "Service Providers" shall mean communications carriers, data centers, collocation and hosting services providers, and content and data management providers that Everbridge uses in providing the Service. Customer shall maintain a copy of all Customer Contact data that it provides to Everbridge. Customer acknowledges that the Service is a passive conduit for the transmission of Customer Data and Everbridge shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise objectionable or unlawful content in any Customer Data, or for any losses, damages, claims, suits or other actions arising out of or in connection with any Customer Data sent, accessed, posted or otherwise transmitted via the Service. 4. TERM. This Agreement will commence on the Effective Date and will continue in full force and effect until all executed Quotes have terminated. 5. TERMINATION; SUSPENSION. 5.1 Termination by Either Party. [Intentionally Deleted] 5.2 Termination by Everbridge. [Intentionally Deleted] 5.3 Suspension. Everbridge may suspend, with or without notice, the Service or any portion for (i) emergency network repairs, threats to, or actual breach of network security; or (ii) any legal, regulatory, or governmental prohibition affecting the Service. In the event of a suspension, Everbridge shall use its best efforts to notify Customer and reactivate any affected portion of the Service as soon as possible. 6. PROPRIETARY RIGHTS. 6.1 Grant of License. Everbridge hereby grants to Customer, during the term of this Agreement, a non - exclusive, non - transferable, non - sublicensable right to use the Service subject to the terms and conditions of this Agreement. Upon suspension of the Service or termination of this Agreement for any reason, the foregoing license shall terminate automatically and Customer shall discontinue all further use of the Service. 6.2 Restrictions. Customer shall use the Service solely for its internal business purposes and shall not make the Service available to, or use the Service for the benefit of, any third party except as expressly contemplated by this Agreement. Customer shall not: (i) copy, modify, reverse engineer, de- compile, disassemble or otherwise attempt to discover or replicate the computer source code and object code provided or used by Everbridge in connection with delivery of the Service (the "Software ") or create derivative works based on the Software, the Service or any portion thereof; (ii) merge any of the foregoing with any third party software or services; (iii) use any Everbridge Confidential Information to create a product that competes with the Software; (iv) remove, obscure or alter any proprietary notices or labels on the Software or any portion of the Service; (v) create internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, other than on Customer's own intranets for its own internal business purposes; (vi) use, post, transmit or introduce any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the operation of the Service; (vii) use the Service in violation of any applicable law or regulation; or (viii) access the Service for purposes of monitoring Service availability, performance or functionality, or for any other benchmarking or competitive purposes. 6.3 Reservation of Rights. Other than as expressly set forth in this Agreement, Everbridge grants to Customer no license or other rights in or to the Service, the Software or any other proprietary technology, material or information made available to Customer through the Service or otherwise in connection with this Agreement (collectively, the "Everbridge Technology "), and all such rights are hereby expressly reserved. Everbridge (or its licensors where applicable) owns all rights, title and interest in and to the Service, the Software and any Everbridge Technology, and all patent, copyright, trade secret and other intellectual property rights ( "IP Rights ") therein, as well as (i) all feedback and other information (except for the Customer Data) provided to Everbridge by Users, Customer and Contacts, and (ii) all transactional, performance, derivative data and metadata generated in connection with the Services. 7. CONFIDENTIAL INFORMATION. 7.1 Definition; Protection. As used herein, "Confidential Information" means all information of a Party ( "Disclosing Party ") disclosed to the other Party ( "Receiving Party "), whether orally, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation, any personally identifiable Customer Data, all Everbridge Technology, and either Party's business and marketing plans, technology and technical information, product designs, reports and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose other than performance or enforcement of this Agreement without the Disclosing Party's prior written consent, unless (but only to the extent) otherwise required by a governmental authority. Each Party agrees to protect the Confidential Information of the other Party with the same level of care that it uses to protect its own confidential information, but in no event less than a reasonable level of care. Without limiting the foregoing, this Agreement and all terms hereof shall be Everbridge's Confidential Information. 8. WARRANTIES; DISCLAIMER. 8.1 Everbridge Warranty. Everbridge shall use commercially reasonable efforts to provide the Services herein contemplated. To the extent professional services are provided, Everbridge shall perform them in a professional manner consistent with industry standards. 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS LICENSORS WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SERVICE TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.3 Customer Representations and Warranties. Customer represents and warrants that during use of the Service, Customer shall (i) clearly and conspicuously notify Contacts of the way in which their personal information shall be used, and (ii) have primary safety and emergency response procedures including, without limitation, notifying 911 or equivalent fire, police, emergency medical and public health officials (collectively, "First Responders "). Customer acknowledges and agrees that Everbridge is not a First Responder, and that the Service does not serve as a substitute for Customer's own emergency response plan, which in the event of an actual or potential imminent threat to person or property, shall include contacting a First Responder prior to using the Service. Customer represents and warrants that all notifications sent through the Service shall be sent by authorized Users, and that the collection, storage and processing of Customer Data, and the use of the Service, as provided in this Agreement, will at all times comply with (x) Customer's own policies regarding privacy and protection of personal information; and (y) all applicable laws and regulations, including those related to processing, storage, use, disclosure, security, protection and handling of Customer Data. 9. INDEMNIFICATION. 9.1 By Customer. [Intentionally Deleted] 9.2 By Everbridge. Everbridge shall indemnify and hold Customer harmless from and against any Claim against Customer, but only to the extent it is based on a Claim that the Service directly infringes an issued patent or other IP Right in a country in which the Service is actually provided to Customer. In the event Everbridge believes any Everbridge Technology is, or is likely to be the subject of an infringement claim, Everbridge shall have the option, at its own expense, to: (i) to procure for Customer the right to continue using the Service; (ii) replace same with a non - infringing service; (iii) modify such Service so that it becomes non - infringing; or (iv) refund any fees paid to Everbridge and terminate this Agreement without further liability. Everbridge shall have no liability for any Claim arising out of (w) Customer Data or other Customer supplied content, (x) use of the Service or Software in combination with other products, equipment, software or data not supplied by Everbridge, (y) any use, reproduction, or distribution of any release of the Service or Software other than the most current release made available to Customer, or (z) any modification of the Service or Software by any person other than Everbridge. 10. LIMITATION OF LIABILITY. Except for breaches of Section 6, neither Party shall have any liability to the other Party for any loss of use, interruption of business, lost profits, costs of substitute services, or for any other indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort, indemnification or otherwise, exceed amounts actually paid by Customer to Everbridge hereunder during the 12 month period prior to the event giving rise to such liability. Customer understands and agrees that these liability limits reflect the allocation of risk between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. This clause shall not impair the U.S. Government's right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to express remedies provided in the schedule contract (i.e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price Adjustment, Failure to Provide Accurate Information). 11. MISCELLANEOUS. 11.1 Non - Solicitation. As additional protection for Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, Customer agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Everbridge; provided, that a general solicitation to the public for employment is not prohibited under this section. 11.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent precluded by circumstances beyond Everbridge's reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labor problems, computer, telecommunications, Internet service provider or hosting facility failures, or delays involving hardware, software or power systems, and network intrusions or denial of service attacks. The Service delivers information for supported Contact paths to public and private networks and carriers, but cannot guarantee delivery of the information to the recipients. Final delivery of information to recipients is dependent on and is the responsibility of the designated public and private networks or carriers. Customer acknowledges and agrees that territories outside the U.S. and Canada may have territorial restrictions resulting from applicable law, telecommunications or internet infrastructure limitations, telecommunications or internet service provider policies, or communication device customizations that may inhibit or prevent the delivery of certain SMS, text or other notifications, or restrict the ability to place or receive certain calls such as outbound toll free calls. Everbridge shall have no liability to the extent such restrictions impede the Service. 11.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted and the remaining provisions shall continue in full force and effect. 11.4 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned (including an assignment by operation of law), or otherwise transferred, in whole or in part, by Customer, and any such attempted assignment shall be void and of no effect without the advance written consent of Everbridge, which shall not be unreasonably withheld. 11.5 Governing Law; Attorney's Fees. This Agreement shall be governed and construed in accordance with the federal laws of the United States of America. 11.6 Notices. Either party may give notice at any time by any of the following: letter delivered by (i) nationally recognized overnight delivery service; (ii) first class postage prepaid mail; or (iii) certified or registered mail, (certified and first class mail deemed given following 2 business days after mailing) to the other party at the address set forth on the Quote. Either Party may change its address by giving notice as provided herein. 11.7 No Third -Party Beneficiaries. There are no third -party beneficiaries to this Agreement. 11.8 Entire Agreement. [Intentionally Deleted] 11.9 Marketing. Everbridge shall obtain Customer's express written consent in order to reference Customer's name and logo as an Everbridge customer in Everbridge publications, its website, and other marketing materials. 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9 -11 and the applicable provisions of Exhibit A shall survive the expiration or earlier termination of this Agreement. 11.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one original document. A facsimile transmission or copy of the original shall be as effective and enforceable as the original. 11.12 Export Compliant. Neither Party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval. 11.13 Equal Employment Opportunity. Everbridge, Inc. is a government contractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA. Pursuant to these requirements, the Equal Opportunity 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 sections 60 -741.5 (a) (1 -6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement. 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 in the Customer's Quote. "Data Feed" means data content licensed by third parties to Everbridge and supplied to Customer through the Service (e.g., real time weather system information and warnings, and third party maps). "Incident Administrator" means an individual who is authorized by Customer as an organizational administrator for the Incident Management Service. "Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management Service. "Premium Features" means the products and services listed on the Premium Feature List attached to the Quote. 1. Data Feeds; Other Data. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or accesses Data Feeds, the sole and exclusive remedy for any failure, defect, or inability to access such Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed. In addition, to the extent Customer has purchased a feature that allows Customer to monitor, and utilize information and data from other sources not supplied by Everbridge directly (e.g., Twitter) (collectively "Other Data "), Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to all Other Data. Incident Management. For Customers purchasing the Incident Management Service: (a) Customers may only designate the number of Incident Operators and Incident Administrators 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; and (d) Customer shall be provided the number of incident templates purchased pursuant to the Quote. If Customer exceeds the number of Incident Operators, Incident Administrators or incident templates purchased, Customer shall be charged the applicable fees then in effect for additional Incident Operators, Incident Administrators or incident templates, as applicable. Docu Sig n Envelope ID: 84AC93A5- 0882 - 4236- 9052- 37D9FA3E9D6D WEA/IPAWS Addendum to Everbridge, Inc. Service Agreement This WEA/IPAWS Addendum to the Everbridge Service Agreement ( "Addendum ") is entered into this 1st day of October, 2014, by and between Everbridge, Inc., a Delaware corporation ( "Everbridge "), and Orange County, NC ( "Customer "). Everbridge and Customer entered into an Everbridge Service Agreement effective October 1, 2014 ( "Agreement "). All capitalized terms used herein without definition shall have their respective meanings set forth in the Agreement. WHEREAS, Customer desires to access the Integrated Public Alert Warning System ( "IPAWS ") Open Platform for Emergency Networks through the Everbridge mass notification services; WHEREAS, the Parties desire to reflect the additional terms and conditions on which Customer will have such access; NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, the Parties agree to amend the Agreement as follows: 1. IPAWS Authorization: Customer represents and warrants to Everbridge that any employee, agents, or representatives of Customer who access IPAWS -OPEN using Customer's credentials provided by FEMA (each, an "IPAWS User "), are authorized by FEMA to use IPAWS -OPEN, have completed all required training, and Customer has executed an IPAWS Memorandum of Agreement ( "MOX) with FEMA. Customer shall contact Everbridge immediately upon any change in Customer or any IPAWS User's right to access IPAWS -OPEN. Customer shall only access IPAWS -OPEN using its designated credentials and FEMA issued digital certificate ( "Digital Certificate "). Customer acknowledges and agrees that Everbridge shall not have access to its credentials and that Customer assumes full responsibility for maintaining the confidentiality of any credentials issued to it. Customer 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: Customer shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Customer authorizes and requests Everbridge to use the foregoing stored information to connect Customer to IPAWS -OPEN. 3. Messaging: Customer 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 Customer; and (iv) Customer shall be solely responsible and liable for the content of any and all messages sent through IPAWS -OPEN utilizing its access codes. 4. Term: Customer acknowledges and agrees that access to IPAWS -OPEN shall be available once Customer 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 Customer 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. 5. Remaining Terms. All other terms and conditions of the Agreement remain in full force and effect as amended by this Amendment. 6. Authority. Customer represents and warrants that it has all necessary legal authority to enter into this Addendum for itself and on behalf of any of its affiliates that are parties to the Agreement or that have been using the Services under the Agreement. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written. EV HWP9j,N C. CU r�QW d by - 1 B �t1n t o �ud V a B VOW"- t- fk M1% 530793B7235342D... 0637994B755E477... Title CFO Title County Manager WEA /IPAWS Addendum 3.21.14