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HomeMy WebLinkAbout2019-771-E Emergency Svc - Everbridge renewal contract DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 A ti { 155 North Lake Avenue.Suite 900 IaL r1-S1EQ3a97Dp www mrbridge.eam 1/e I e Pasadena.CA 9J101 USA fax-1-M-230-9505 Prepared for: Quotation Kirby Saunders Quote#: Q-25005 Orange County, NC Date: /9/30/2019 /2019 PO Box 8181 Expires On: Confidential Hillsborough NC 27278 United States Salesperson: Matt Severance Ph: 919-245-6135 Phone: Fax: Email: matt.severance@everbridge.com Email: ksaunders@orangecountync.gov Contract Summary Information: Contract Period: 12 Months Contract Start Date: 10/1/2019 Contract End Date: 9/30/2020 Contact Summary: Household Count: 63,100 Employee Count: 2,489 QTY Product Code Description GSA Classification Price 4 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,712.84 165,918 101-01-11-1027-000 Everbridge Community Engagement-Tier 4 GSA Product USD 7,873.70 165,918 101-00-11-1060-000 Smart Weather Alerting (includes 1 location in base GSA Product USD 4,724.22 weather subscription)-Tier 4 1 100-04-11-1066-000 Social Media View Open Market USD 100.00 165,918 101-11-11-0254-000 Mass Notification Base-Tier 4 GSA Product USD 31,494.65 165,918 101-01-11-0206-000 Incident Management- Incident Communications- GSA Product USD 8,733.95 Tier 4 Pricing Summary: Year One Fees: USD 54,639.36 One-time Implementation and Setup Fees: USD 0.00 Professional Services: USD 0.00 Total Year One Fees Due: USD 54,639.36 Terms&Conditions 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. Page 1 of 2 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 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. Authorized by Everbridge: Signature: Oocu Date: Signed by: 10/2/2019 PLWF hff 0DA5343D748D5407. Name(Print): Phillip Huff Title: Chief Accounting Officer To accept this quote,sign,date and return: Signature: ocu5ignedby, Date: 10/18/2019 1�6' Rm&�t.Y'S3799d6755E477.. Name(Print): Bonnie Hammersl ey Title: 155 North Lake Avenue, Suite 900 Pasadena, CA 91101 USA Tel: +1-818-230-9700 Fax: +1-818-230-9505 THANK YOU FOR YOUR BUSINESS! Page 2 of 2 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 Aleverbridgeo Everbridge, Inc. GSA Approved End User License Agreement This End User License Agreement ("Agreement") is entered communications by Users using the Solutions. Customer shall into by and between Everbridge, Inc. ("Everbridge") and an promptly notify Everbridge if it becomes aware of any User Ordering Activity,an entity entitled to order under GSA Schedule action or omission that would constitute a breach or violation of contracts as defined in GSA Order ADM 4800.21-1, as may be this Agreement. revised from time to time("Customer"), effective on the date of signature by an authorized signatory on the Quote or other 3.2 Customer Data. "Customer Data" is all electronic ordering document ("Effective Date"). Everbridge and data transmitted to Everbridge in connection with the use of the Customer are each hereinafter sometimes referred to as a Solutions, including data submitted by Contacts. Customer Data "Party" and collectively,the "Parties." provided by Customer shall be true, accurate, current and complete, and shall be in a form and format specified by 1. SERVICE. Everbridge. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and 1.1 Orders. Everbridge shall provide Customer access appropriateness of all Customer Data. Customer represents that to its proprietary interactive communication solutions (the it has the right to authorize and hereby does authorize Everbridge "Solutions")subject to the terms and conditions set forth in this and its"Service Providers"to collect,store and process Customer Agreement and the description of services and pricing provided Data subject to the terms of this Agreement."Service Providers" in the applicable quote (the "Quote"). If applicable, Everbridge shall mean communications carriers, data centers, collocation shall provide the training and professional services set forth in and hosting services providers, and content and data the Quote. Collectively, the Solutions and professional services management providers that Everbridge uses in providing the are referred to as the "Services". Everbridge shall provide Solutions. Customer shall maintain a copy of all Customer Customer with login and password information for each User(as Contact data that it provides to Everbridge. Customer defined below) and will configure the Solution to contact the acknowledges that the Solutions are a passive conduit for the maximum number of Contacts (as defined below) or Users, as transmission of Customer Data and Everbridge shall have no applicable depending on the Solutions ordered. Unless liability for any errors or omissions or for any defamatory,libelous, otherwise provided in the applicable Quote or documentation, offensive or otherwise objectionable or unlawful content in any Services are purchased as annual subscriptions. Customer Data,or for any losses,damages,claims,suits or other 1.2 Users; Contacts. "Users" are individuals who are actions arising out of or in connection with any Customer Data authorized by Client from time to time to use the Solutions for sent, accessed, posted or otherwise transmitted via the the purposes of sending notifications, configuring templates, Solutions. reporting or managing data, serving as system administrators, 4. TERM. This Agreement will commence on the Effective or performing similar functions, and who have been supplied Date and will continue in full force and effect until all executed user identifications and passwords by Client. Users may include Quotes have terminated. employees and contractors of Customer or an Included Department. "Included Department" means any enterprise 5. TERMINATION; SUSPENSION. department, office, agency, or other entity that receives a majority of its funding from the same general or enterprise fund, 5.1 Termination by Either Party. [Intentionally as applicable,as the Customer. "Contacts"are individuals who Deleted] Customer contacts through the Solutions and/or who provides 5.2 Termination by Everbridge. [Intentionally their personal contact information to Everbridge, including Deleted] through an opt-in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by 5.3 Suspension. Everbridge may suspend, with or Customer is set forth on the Quote. without notice, the Solution or any portion for (i) emergency 2. PAYMENT TERMS. Customer shall pay the fees set forth network repairs, threats to, or actual breach of network security; in the Quote ("Pricing"). All pricing must be consistent with the or(ii)any legal, regulatory, or governmental prohibition affecting Schedule Price List. If Customer exceeds the usage levels the Solution. In the event of a suspension, Everbridge shall use specified in the Quote,then Everbridge may invoice Customer for its best efforts to notify Customer through its Customer Portal any overages at rates consistent with the Schedule Price list. and/or via email prior to such suspension and shall reactivate any .Professional Services must be used within 12 months from date affected portion of the Solution as soon as possible. of purchase. 6. PROPRIETARY RIGHTS. 3. RESPONSIBILITIES. 6.1 Grant of License. Everbridge hereby grants to 3.1 Users. Customer shall undergo the initial setup Customer, during the term of this Agreement, a non-exclusive, and training as set forth in the Implementation — Standard non-transferable, non-sublicensable right to use the Solutions inclusion sheet provided with the Quote. The Implementation subject to the terms and conditions of this Agreement. Upon sheet provides a detailed list of the services included as part of termination of this Agreement for any reason, the foregoing the implementation purchased and the corresponding timelines. license shall terminate automatically and Customer shall Customer shall be responsible for: (i) ensuring that Users discontinue all further use of the Solutions. maintain the confidentiality of all User login and password 6.2 Restrictions. Customer shall use the Solutions information; (ii) ensuring that Users use the Services in solely for its internal business purposes and shall not make the accordance with all applicable laws and regulations, including Solutions available to, or use the Solutions for the benefit of, any those relating to use of personal information; (iii)any breach of third party except as expressly contemplated by this Agreement. the terms of this Agreement by any User; and (iv) all GSA End User License Agreement(based on MSA v6 1.29.17) 1 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 Customer shall not: (i) copy, modify, reverse engineer, de- affiliate organizations having a need to know; or (ii) to the compile, disassemble or otherwise attempt to discover or personnel of the Receiving Party's consultants and service replicate the computer source code and object code provided or providers having a need to know, and only then if such used by Everbridge in connection with delivery of the Solutions consultants and service providers are bound by confidentiality (the "Software") or create derivative works based on the and non-disclosure commitments substantially similar to those Software, the Solutions or any portion thereof; (ii) merge any of contained herein. Each Party agrees to protect the Confidential the foregoing with any third party software or services; (iii) use Information of the other Party with the same level of care that it any Everbridge Confidential Information to create a product that uses to protect its own confidential information, but in no event competes with the Software; (iv) remove, obscure or alter any less than a reasonable level of care. proprietary notices or labels on the Software or any portion of the Solutions; (v) create internet "links" to or from the Solutions, or 8• WARRANTIES; DISCLAIMER. "frame"or"mirror"any content forming part of the Solutions,other 8,1 Everbridge Warranty. Everbridge shall use than on Customer's own intranets for its own internal business commercially reasonable efforts to provide the Services herein purposes; (vi) use, post, transmit or introduce any device, contemplated.To the extent professional services are provided, software or routine (including viruses, worms or other harmful Everbridge shall perform them in a professional manner code)which interferes or attempts to interfere with the operation consistent with industry standards. of the Solutions; (vii) use the Solutions in violation of any applicable law or regulation; or (viii) access the Solutions for 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS purposes of monitoring Solutions availability, performance or LICENSORS WARRANT THAT THE SOLUTION WILL functionality, or for any other benchmarking or competitive OPERATE ERROR FREE OR WITHOUT INTERRUPTION. purposes. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL 6.3 Reservation of Rights. Other than as expressly set EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER, forth in this Agreement, Everbridge grants to Customer no license USERS, CONTACTS OR ANY THIRD PARTY FOR or other rights in or to the Solutions, the Software or any other PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY proprietary technology, material or information made available to DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO Customer through the Solutions or otherwise in connection with DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER this Agreement(collectively,the"Everbridge Technology"), and CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF all such rights are hereby expressly reserved. Everbridge (or its EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY licensors where applicable) owns all rights, title and interest in OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT and to the Solutions, the Software and any Everbridge OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN Technology, and all patent, copyright, trade secret and other THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212- intellectual property rights ("IP Rights")therein, as well as(i)all 4(0). IN THE EVENT OF A BREACH OF WARRANTY, THE feedback and other information (except for the Customer Data) U.S. GOVERNMENT RESERVES ALL RIGHTS AND provided to Everbridge by Users,Customer and Contacts,and(ii) REMEDIES UNDER THE CONTRACT, THE FEDERAL all transactional, performance, derivative data and metadata ACQUISITION REGULATIONS, AND THE CONTRACT generated in connection with the Solutions. DISPUTES ACT,41 U.S.C. 7101-7109. 7. CONFIDENTIAL INFORMATION. 8.3 Customer Representations and Warranties. Customer represents and warrants that during use of the 7.1 Definition; Protection. As used herein,. Solutions, Customer shall (i) clearly and conspicuously notify "Confidential Information" means all information of a Party Contacts of the way in which their personal information shall be ("Disclosing Party") disclosed to the other Party ("Receiving used, and (ii) have primary safety and emergency response Party"), whether orally, electronically, in writing, or by inspection procedures including, without limitation, notifying 911 or of tangible objects (including, without limitation, documents or equivalent fire, police, emergency medical and public health prototypes), that is designated as confidential or that reasonably officials (collectively, "First Responders"). Customer should be understood to be confidential given the nature of the acknowledges and agrees that Everbridge is not a First information and the circumstances of disclosure. Confidential Responder,and that the Solutions does not serve as a substitute Information includes without limitation,any personally identifiable for Customer's own emergency response plan, which in the Customer Data, all Everbridge Technology, and either Party's event of an actual or potential imminent threat to person or business and marketing plans, technology and technical property, shall include contacting a First Responder prior to information, product designs, reports and business processes. using the Solutions. Customer represents and warrants that all Confidential Information shall not include any information that: (i) notifications sent through the Solutions shall be sent by is or becomes generally known to the public without breach of authorized Users, and that the collection, storage and any obligation owed to the Disclosing Party; (ii)was known to the processing of Customer Data, and the use of the Solutions, as Receiving Party prior to its disclosure by the Disclosing Party provided in this Agreement, will at all times comply with (x) without breach of any obligation owed to the Disclosing Party; (iii) Customer's own policies regarding privacy and protection of was independently developed by the Receiving Party without personal information;and(y)all applicable laws and regulations, breach of any obligation owed to the Disclosing Party; or (iv) is including those related to processing, storage, use, disclosure, received from a third party without breach of any obligation owed security, protection and handling of Customer Data. to the Disclosing Party.The Receiving Party shall not disclose or 9 INDEMNIFICATION. use any Confidential Information of the Disclosing Party for any purpose other than performance or enforcement of this 9.1 By Customer. [Intentionally Deleted] Agreement without the Disclosing Party's prior written consent, unless (but only to the extent) otherwise required by a 9.2 By Everbridge. Everbridge shall indemnify and hold governmental authority. The Receiving Party shall not disclose Customer harmless from and against any Claim against any Confidential Information of the Disclosing Party except: (i)to Customer, but only to the extent it is based on a Claim that the the personnel of the Receiving Party or its parent, subsidiary or Solution directly infringes an issued patent or other IP Right in a 2 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 country in which the Solution is provided to Customer. In the any court or other authority of competent jurisdiction to be event Everbridge believes any Everbridge Technology is, or is invalid, illegal or unenforceable, that provision shall, to the likely to be the subject of an infringement claim, Everbridge shall extent required, be deemed deleted and the remaining have the option, at its own expense, to: (i) to procure for provisions shall continue in full force and effect. Customer the right to continue using the Solution; (ii) replace same with a non-infringing service; (iii) modify such Solution so 11.4 Assignment. Neither this Agreement nor any that it becomes non-infringing; or (iv) refund any fees paid to rights granted hereunder may be sold, leased, assigned Everbridge and terminate this Agreement without further liability. (including an assignment by operation of law), or otherwise Everbridge shall have no liability for any Claim arising out of(w) transferred, in whole or in part, by Customer, and any such Customer Data or other Customer supplied content,(x)use of the attempted assignment shall be void and of no effect without the Solution in combination with other products, equipment, software advance written consent of Everbridge, which shall not be or data not supplied by Everbridge, (y)any use, reproduction, or unreasonably withheld. distribution of any release of the Solution other than the most 11.5 Governing Law. This Agreement shall be current release made available to Customer, or (z) any governed and construed in accordance with the federal laws of modification of the Solution by any person other than Everbridge. the United States of America. 9.3 Indemnification Process. Customer shall (a) 11.6 Notices. Either party may give notice at any time promptly give notice of the Claim to Everbridge once the Claim is by any of the following: letter delivered by (i) nationally known; (b) cooperate with Everbridge's efforts to defend and recognized overnight delivery service; (ii) first class postage settle the Claim; and (c) provide Everbridge with all available prepaid mail;or(iii)certified or registered mail, (certified and first information and reasonable assistance in connection with the class mail deemed given following 2 business days after mailing) defense of the Claim. to the other party at the address set forth below. Either Party 10. LIMITATION OF LIABILITY. Except for breaches of may change its address by giving notice as provided herein. Section 6, neither Party shall have any liability to the other Party Invoices shall be sent to the Customer's contact and address for any loss of use, interruption of business, lost profits, costs of following Customer's signature below. substitute services, or for any other indirect, special, incidental, 11.7 No Third-Party Beneficiaries. There are no third- punitive, or consequential damages, however caused, under party beneficiaries to this Agreement. any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Notwithstanding 11.8 Entire Agreement. [Intentionally Deleted] anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether any 11.9 Marketing. Everbridge shall obtain Customer's action or claim is based on warranty, contract, tort, express written consent in order to reference Customer's name indemnification or otherwise, exceed amounts actually paid by and logo as an Everbridge customer in Everbridge publications, Customer to Everbridge hereunder during the 12 month period its website, and other marketing materials. prior to the event giving rise to such liability. Customer understands and agrees that these liability limits reflect the 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the allocation of risk between the Parties and are essential elements applicable provisions of Exhibit A shall survive the expiration or of the basis of the bargain, the absence of which would require earlier termination of this Agreement. substantially different economic terms. This clause shall not impair the U.S. Government's right to recover for fraud or crimes 11.11 Counterparts. This Agreement may be executed arising out of or related to this Agreement under any federal in one or more counterparts,all of which together shall constitute fraud statute. Furthermore, this clause shall not impair nor one original document. A facsimile transmission or copy of the prejudice the U.S. Government's right to express remedies original shall be as effective and enforceable as the original. provided in the schedule contract (i.e. Price Reductions, Patent 11.12 Export Compliant. Neither Party shall export, Indemnification, Liability for Injury or Damage, Price Adjustment, directly or indirectly, any technical data acquired from the other Failure to Provide Accurate Information). pursuant to this Agreement or any product utilizing any such 11. MISCELLANEOUS. data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license 11.1 Non-Solicitation. As additional protection for or other governmental approval without first obtaining such Everbridge's proprietary information, for so long as this license or approval. Agreement remains in effect, and for one year thereafter, Customer agrees that it shall not, directly or indirectly, solicit, 11.13 Equal Employment Opportunity. Everbridge, Inc. hire or attempt to solicit any employees of Everbridge; provided, is a government contractor and is subject to the requirements of that a general solicitation to the public for employment is not Executive Order 11246, the Rehabilitation Assistance Act and prohibited under this section. VEVRAA. Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations 11.2 Force Majeure; Limitations. See GSA Schedule sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60- 70 contract and individual ordering document. 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 11.3 Waiver; Severability. The failure of either Party express part of this Agreement. 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 3 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 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. If Client Is Ordering Nixie®Branded Products or Community Engagement: 1. Client grants to Everbridge a non-exclusive, royalty free,worldwide and perpetual right and license(including sublicense) to(a)use,copy,display,disseminate,publish,translate,reformat and create derivative works from communications Client sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, including social media(e.g.,Google®, Facebook®)(collectively,"Public Communications"), (b)use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable,and (c)place a widget on Client's website in order to drive Contact opt-in registrations. If Client Is Ordering Everbridge Branded Products: 1. Data Feeds. 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, such feeds are provided solely on an "AS IS"and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. "Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Customer in connection with the Solution(e.g., real time weather system information and warnings, 911 data,third party maps,and situational intelligence). 2. Incident ManagemenVIT Alerting. For Customers purchasing the Incident Management or IT Alerting Solution, unless designated as unlimited: (a) Customers may only designate the number of Users set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role; (b) Incident Administrators shall have the ability to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have the ability to launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as well as participate in an on-call schedule to receive IT outage notifications,and(e)Customer shall be provided the number of incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who is authorized by Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator" means an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution. 4 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 EXHIBIT B IPAWS-CMAS/WEA Addendum This addendum is incorporated by reference into the Agreement as applicable based on the purchase of IPAWS- CMAS/WEA services on the Quote. 1 IPAWS Authorization: Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA (each, an"IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Agreement("MOA")with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. 1. Credentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN. 2. Messaging: Client acknowledges and agrees that: (i)upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN; (iii) (PAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client; and (iv)Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes. 3. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. 5 DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 ADDITIONAL TERMS AND CONDITIONS These Additional Terms and Conditions are an Addendum to the GSA Approved End-User License Agreement entered into on September 19 , 2019 ("Effective Date") by and between Everbridge, Inc. ("Everbridge") and Orange County, a local political subdivision of the State of North Carolina("Customer") with its principal place of business at 200 S. Cameron Street, Hillsborough,North Carolina 27278. 1. Governing Law: This Agreement shall be governed by the federal law of the United States of America and the applicable laws of the State of North Carolina. Everbridge shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.oran eg c�ync._og v/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of the Agreement and Customer may terminate this Agreement without further obligation on the part of the Customer. This paragraph is not intended to limit, and does not limit, the definition of breach to discrimination. By executing this Agreement, Everbridge affirms that Everbridge is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Everbridge certifies that Everbridge has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 2. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 3. Non Appropriation: Everbridge acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer's obligations under this Agreement, then this Agreement shall automatically expire without penalty to the Customer immediately upon written notice to Everbridge of the unavailability and non-appropriation of public funds. 4. Signatures: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of the North Carolina General Statutes Chapter 66. Except for the additions and changes made herein, the GSA Approved End-User License Agreement shall remain in full force and effect to the extent it is not inconsistent with this Addendum. In the DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 event there is a conflict between the GSA Approved End-User License Agreement and this Addendum,this Addendum will control. ORANGE COUNTY EVERBRIDGE, INC. ocuSigned by: UocuSigned by: 6Wp 04 By:1�6' in�ln�!. f Y5 P By: 0DA536D748D5407. 3799d6755E477.. Name and Title: Bonnie Hammel:(MI4/2019 Name an Title: Phillip Huffhief Accounting officer DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 ATE CERTIFICATE OF LIABILITY INSURANCE D04/02/2019D/YvvY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA,INC. NAME: AX 99 HIGH STREET A/CNNo Ext: A/C No): BOSTON,MA 02110 E-MAIL Attn:Boston.certrequest@Marsh.com Fax:212-948-4377 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN101372712--caspx-19-20 INSURER A:Continental Casualty Company 20443 INSURED Everbridge Inc. INSURER B:Continental Insurance Company 35289 Attn:Elliot Mark INSURER C:N/A N/A 25 Corporate Drive INSURER D: Burlington,MA 01803 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-009924494-15 REVISION NUMBER: 8 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICYNUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY 6024186090 04/01/2019 04/01/2020 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FTI OCCUR PREM SES DER,occur ence $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT F 7X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 6024186106 04/01/2019 04/01/2020 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Comp/Coll.Deductibles $ 500/500 B X UMBRELLALIAB X 6024186042 04/01/2019 04/01/2020 25,000,000 OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED X RETENTION$10,000 $ B WORKERS COMPENSATION 6024186056 (AOS) /01/2 04/01/2020 X PERSTATUTE ER OTH- AND EMPLOYERS'LIABILITY g Y/N 6024186087 ( )CA 04/01/2019 04/01/2020 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A E&O Network Technology Blended 596673563 04/01/2019 04/01/2020 Limit:(see add'I page) 10,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage CERTIFICATE HOLDER CANCELLATION Everbridge Inc. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 25 Corporate Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Burlington,MA 01803 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Elizabeth Stapleton �- @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269 AGENCY CUSTOMER ID: CN101372712 LOC#: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA,INC. Everbridge Inc. Attn:Elliot Mark POLICY NUMBER 25 Corporate Drive Burlington,MA 01803 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance E&O Network Technology Blended Liability continues: Aggregate Limit$10,000,000 Technology and Professional Liability:$10,000,000-Ded.$100,000 each claim Media Liability:$10,000,000-Ded$100,000 each claim Network Security Liability:$10,000,000-Ded$100,000 each claim Privacy Injury Regulation Proceeding:$10,000,000-Ded$100,000 each claim Privacy Regulation Fees$1,000,000-Ded$100,000 each claim Retro Date for$5M Limit:2/15/2001 Retro Date for$10M Limit:02/15/2007 Reimbursement Coverages: Privacy Event Expense$5,000,000-Ded$100,000 each claim Extortion Demand:$10,000,000-Ded$100,000 each claim Privacy Regulation Investigation$10,000,000-Ded$100,000 each claim First Party BI w/EE$10,000,000-Ded$100,000 each network impairment and 12 Hour BI WP Privacy Event Expense Limit$5,000,000 Privacy Regulation Privacy Ded.$100,000 each claim E&O Excess Layer Policies: 2nd Layer AXIS Insurance Company Policy#P-001-000113630-01 Policy Period 04/0112019-04/01/2020 Limit: $10,000,000 Each Claim $10,000,000 Policy Aggregate Retro Date for$10M Limit:02/15/2007 3rd Layer Greenwich Insurance Company(XL) Policy#MTE 9032591 04 Policy Period: 04/01/2019-04/01/2020 Excess E&O Limit$4,000,000 excess of$20,000,000 Sub-Limits: Computer Forensic Expense(Non-Panel Forensic Firms)$2,000,000 excess of$10,000,000 Dependent Business Interruption$1,000,000 excess of$5,000,000 Dependent System Failure$250,000 excess of$1,000,000 Total Errors&Omissions Limit:$24,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD