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2021-071-E Health - Everbridge vaccination software
DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E QD �/ { I 155 North Lake Avenue.Suite 900 taL*1,818-23L97D0 www.everbridge.eam a Pasadena.CA 91101 USA Fen:+1.818•23495D5 Prepared for: Quotation Sarah Pickhardt Quote#: Q-65942 Date: 1/25/2021 Orange County, NC Expires On: 2/2 /2021 PO Box 8181 Confidential Hillsborough NC 27278 United States Salesperson: Jeff Mooney Ph: (919) 245-6138 Phone: 781-859-4061 Fax: Email: jeff.mooney@everbridge.com Email: spickhardt@orangecountync.gov Contract Summary Information: Contract Period: 8 Months Contract Start Date: 1/29/2021 Contract End Date: 9/30/2021 Contact Summary: Household Count: 64,061 Employee Count: QTY Product Code Description GSA Classification Price 1 101-25-11-0003-000 Smart Orchestration Open Market USD 20,164.38 1 101-04-11-1072-000 Custom From Email Address GSA Product USD 100.00 1 SETUPFEES Calculated Set Up Fee GSA Product USD 1,621.15 76 101-00-22-8300-000 Consulting Services-Per hour fee(Remotely GSA Product USD 15,352.00 delivered) Pricing Summary: Year One Fees: USD 20,264.38 One-time Implementation and Setup Fees: USD 1,621.15 Professional Services: USD 15,352.00 Total Year One Fees Due: USD 37,237.53 Terms&Conditions 1. Additional rates apply for all international calls. 2. Quote subject to terms&conditions of GSA Contract No. GS-35F-0692P, and Addendum dated September 29, 2020, and the GSA Approved End User License Agreement("EULA"),the latter of which are 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. Page 1 of 2 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E Supplemental Notes: This quote has been prorated to aligned with the client's current GSA contract that runs through 9/30/2021.The cost to renew this Smart Orchestration feature for 12-months will be$30,000. Authorized by Everbridge: ocuSigned by: Signature: Date: 2/9/2021 LpRIJ Name(Print): Phillip Huff Title: Chief Accounting Officer To accept this quote,sign,date and return: DocuSigned by: Signature: I OV-11)ut, t1WMIMt4-SbI Date: 2/11/2021 =,r�... Name(Print): Bonnie Hammersl a Title: Y County Manager 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: 16086DFC-1613-4024-BF92-DD86916E213E Aleverbridge Everbridge, Inc. HIPAA Business Associate Agreement Pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), Orange County Health Department ("Covered Entity") and Everbridge, Inc. a Delaware corporation, or any of its corporate affiliates ("Business Associate"), enter into this Business Associate Agreement ("BAA") as of February 8 , 2021 (the "Effective Date"). This BAA addresses the HIPAA requirements with respect to "business associates," as defined under the privacy, security, breach notification and enforcement rules at 45 C.F.R. Part 160 and Part 164 ("HIPAA Rules"). A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. Both parties are committed to complying with the HIPAA Rules and associated regulations. This BAA is intended to ensure such compliance and that the appropriate safeguards are established for Protected Health Information ("PHI") (as defined under the HIPAA Rules) that Business Associate may receive, create, maintain, use or disclose in connection with the functions, activities and services that Business Associate performs for Covered Entity. The functions, activities and services that Business Associate performs for Covered Entity are defined in the underlying services agreement (the "Underlying Agreement"). Pursuant to changes required under the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act") and under the American Recovery and Reinvestment Act of 2009 ("ARRA"), this BAA also reflects federal breach notification requirements imposed on Business Associate when "Unsecured PHI" (as defined under the HIPAA Rules) is acquired by an unauthorized party and the expanded privacy and security provisions imposed on business associates. 1. Definitions. All capitalized terms used in this BAA but not defined herein shall have the meanings set forth in the HIPAA Rules. 2. General Obligations of Business Associate. Business Associate agrees not to use or disclose PHI, other than as permitted or required by this BAA or as Required By Law, or if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. Business Associate agrees to use appropriate safeguards, and comply with Subpart C of 45 C.F.R. Part 164 with respect to ePHI, to prevent use or disclosure of PHI other than as provided for by the BAA. 3. Mitigation. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate in violation of this BAA's requirements or that would otherwise cause a Breach of Unsecured PHI. 4. Safeguards. Business Associate agrees to use appropriate safeguards and comply with security standards for the protection of Electronic Protected Health Information ("ePHI")to prevent Use or Disclosure of ePHI other than as provided for by this BAA, pursuant to the Standards for Security of Electronic Protected Health Information in the HIPAA Rules, including those specified in 45 CFR Parts 160 and 164, subparts A and C respectively(collectively, the"Security Rule"). Business Associate further agrees to implement appropriate Administrative, Physical, and Technical Safeguards to protect the confidentiality, integrity and availability of any ePHI in accordance with the HIPAA Rules, including the use of written policies and procedures. 5. Breach Notification. Effective as of the Compliance Date, Business Associate will comply with Section 13402 of the HITECH Act and the regulations implementing such provisions, currently 45 CFR part 164, subpart D, as such regulations may be in effect from time to time. (a) Except as provided in 45 CFR§ 164.412, Business Associate will give Covered Entity notice of any Breach of Unsecured PHI promptly, and in any case no later than five(5)business days after the first day on which the Breach is known to Business Associate. (b) The notice required by Business Associate in Section 5(a)above shall adhere to the same Content Of Notification standards as set forth in 45 CFR§ 164.404(c)(1)and (2). Business Associate Agreement v.7 7.7.15 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E 6. Subcontractors. Business Associate agrees, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions and requirements that apply to the Business Associate with respect to such information. 7. Designated Record Set; Disclosure. If applicable, Business Associate agrees to make available PHI in a Designated Record Set to the"covered entity" as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.524. (a) Business Associate agrees to comply with an individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. 164.522, except where such use, disclosure or request is required or permitted under applicable law. (b) Business Associate agrees that when requesting, using or disclosing PHI in accordance with 45 C.F.R. 502(b)(1)that such request, use or disclosure shall be to the minimum extent necessary, including the use of a "limited data set" as defined in 45 C.F.R. 164.514(e)(2), to accomplish the intended purpose of such request, use or disclosure, as interpreted under related guidance issued by the Secretary from time to time. 8. Amendments. If applicable, Business Associate agrees to make any amendments to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.526. 9. Accounting. Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.528. 10. Records. Business Associate agrees to make available all records, books, policies and procedures relating to the use and/or disclosure of PHI or as required by the Security Rule relating to its administrative, physical and technical safeguards to the Secretary of HHS for purposes of determining the Covered Entity's or Business Associate's compliance with the HIPAA Regulations, subject to attorney-client and other applicable legal privileges. 11. To the extent that Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s). 12. Business Associate agrees to account for the following disclosures: (a) Business Associate agrees to maintain and document disclosures of PHI and Breaches of Unsecured PHI and any information relating to the disclosure of PHI and Breach of Unsecured PHI in a manner as would be required for Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (b) Business Associate agrees to provide to Covered Entity, or to an individual at Covered Entity's request, information collected in accordance with this Section 12, to permit Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (c) Business Associate agrees to account for any disclosure of PHI used or maintained as an Electronic Health Record ("EHR") in a manner consistent with 45 C.F.R. 164.528 and related guidance issued by the Secretary from time to time; provided that an individual shall have the right to receive an accounting of disclosures of EHR by the Business Associate made on behalf of the Covered Entity only during the three years prior to the date on which the accounting is requested directly from the Business Associate. In the case of an EHR that the Business Associate acquired on behalf of the Covered Entity as of January 1, 2009, this paragraph shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after January 1, 2014. In the case of an EHR that the Business Associate acquires on behalf of the Covered Entity after January 1, 2009, paragraph (c) above shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after the later of January 1, 2011 or the date that it acquires the EHR. 2 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E 13. General Uses and Disclosures. Pursuant to the Underlying Agreement, Business Associate provides services("Services")for the Covered Entity that involve the use and disclosure of PHI and/or ePHI. Except as otherwise specified herein, the Business Associate may make any and all uses of PHI and/or ePHI necessary to perform its obligations under the Underlying Agreement,this BAA or as Required By Law, provided that any such use or disclosure would not violate the Privacy and Security Rules if done by Covered Entity. All other uses not authorized by the Underlying Agreement, this BAA or by law are prohibited. 14. Business Activities of the Business Associate. Unless otherwise limited herein, the Business Associate may: (a) use the PHI in its possession within its workforce for its proper management and administration and to fulfill any present or future legal responsibilities of the Business Associate provided that such uses are permitted under state and federal confidentiality laws. (b) disclose the PHI in its possession to third parties for the purpose of its proper management and administration or to fulfill any present or future legal responsibilities of the Business Associate, provided that(i)the disclosures are required by law, as provided for in 45 C.F.R. §164.501, or(ii)the Business Associate has received from the third party satisfactory written assurances regarding its confidential handling of such PHI as required under 45 C.F.R. §164.504(e)(4). 15. Other Activities of Business Associate. In addition to using the PHI to perform the Services set forth in Section 14 above, Business Associate may: (a) Use PHI to provide Data Aggregation Services to Covered Entity as permitted by HIPAA. Under no circumstances may the Business Associate disclose PHI of one covered entity to another covered entity absent the explicit authorization of the Covered Entity or as required by law. (b) de-identify any and all PHI provided that the de-identification conforms to the requirements of 45 C.F.R. §164.514(b), and further provided that the Covered Entity maintains the documentation required by 45 C.F.R. §164.514(b) which may be in the form of a written assurance from the Business Associate. Pursuant to 45 C.F.R. §164.502(d)(2), de- identified information does not constitute PHI and is not subject to the terms of this Business Associate Agreement. 16. Obligations of Covered Entity. Covered Entity shall: (a) Provide Business Associate with the Notice of Privacy Practices that Covered Entity produces in accordance with the Privacy Rule, and any changes or limitations to such notice under 45 C.F.R. 164.520, to the extent that such changes or limitations may affect Business Associate's use or disclosure of PHI. (b) Notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this BAA. (c) Notify Business Associate of any changes in or revocation of permission by an individual to use or disclose PHI, if such change or revocation may affect Business Associate's permitted or required uses and disclosures of PHI under this BAA. 17. No Impermissible Request. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rule if done by Covered Entity, except as provided under Section 14-15 of this BAA. 18. Compliance with Security Rule. Effective April 20, 2005, Business Associate shall comply with the HIPAA Security Rule, which shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R. Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act. The term "Electronic Health Record" or "EHR" as used in this BAA shall mean an electronic record of health-related information on an individual that is created, gathered, managed and consulted by authorized health care clinicians and staff. 3 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E 19. In accordance with the Security Rule, Business Associate agrees to: (a) Implement the administrative safeguards set forth at 45 C.F.R. 164.308, the physical safeguards set forth at 45 C.F.R. 164.310, the technical safeguards set forth at 45 C.F.R. 164.312, and the policies and procedures set forth at 45 C.F.R. 164.316 to reasonably and appropriately protect the confidentiality, integrity and availability of the ePHI that it creates, receives, maintains or transmits on behalf of Covered Entity as required by the Security Rule. Business Associate acknowledges that, effective on the Effective Date of this BAA, (i) the foregoing safeguards, policies and procedures requirements shall apply to Business Associate in the same manner that such requirements apply to Covered Entity, and (ii) Business Associate shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. 1320d-5 and 1320d-6, as amended from time to time, for failure to comply with the safeguards, policies and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements; (b) Require that any agent, including a Subcontractor, to whom it provides such PHI agrees to implement reasonable and appropriate safeguards to protect the PHI; and (c) Report to the Covered Entity any Security Incident of which it becomes aware. 20. Indemnification. The parties agree and acknowledge that except as set forth herein, the indemnification obligations contained under the Underlying Agreement shall govern each party's performance under this BAA. 21. Term and Termination. This BAA shall be in effect as of the Effective Date and shall continue in effect until all obligations of the parties have been met, unless terminated as provided in this Section 21. In addition,certain provisions and requirements of this Business Associate Agreement shall survive its expiration or other termination in accordance with this Section 21. (a) Termination by the Covered Entity. As provided for under 45 C.F.R. §164.504(e)(2)(iii),the Covered Entity may terminate this BAA if the Covered Entity makes the determination that the Business Associate has breached a material term of this BAA provided that Covered Entity provides Business Associate written notice of the existence of the alleged material breach and an opportunity to cure the alleged material breach upon mutually agreeable terms within (30)days of such notice. (b) Termination by Business Associate. If the Business Associate makes the determination that a material condition of performance has changed under this BAA, or that the Covered Entity has breached a material term of this BAA, Business Associate may terminate this BAA provided that Business Associate provides Covered Entity written notice of the existence of the alleged material breach and an opportunity to cure the alleged material breach upon mutually agreeable terms within (30) days of such notice. Business Associate agrees, however, to cooperate with Covered Entity to find a mutually satisfactory resolution to the matter prior to terminating. (c) Automatic Termination. This Business Associate Agreement will automatically terminate without any further action of the parties upon the termination or expiration of the Underlying Agreement. 22. Effect of Termination. Upon termination of this BAA, Business Associate agrees to return or destroy (which for purposes of this BAA shall mean destroy all backup tapes and permanently deleting all Electronic Protected Health Information) all Protected Health Information pursuant to 45 C.F.R. §164.504(e)(2)(I), if it is feasible to do so. Prior to doing so, the Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents. If it is not feasible for the Business Associate to return or destroy the PHI, the Business Associate will promptly notify the Covered Entity in writing. Notification shall include: (i)a statement that the Business Associate has determined that it is infeasible to return or destroy the PHI in its possession, and (ii) the specific reasons for such determination. Business Associate further agrees to extend any and all protections, limitations and restrictions contained in this Business Associate Agreement to the Business Associate's use and/or disclosure of any PHI retained after the termination of this Business Associate Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. If it is infeasible for the Business Associate to obtain, from a subcontractor or agent any PHI in the possession of the subcontractor or agent, 4 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E the Business Associate must promptly provide a written explanation to the Covered Entity and require the subcontractors and agents to agree to extend any and all protections, limitations and restrictions contained in this Business Associate Agreement to the subcontractors' and/or agents' use and/or disclosure of any PHI retained after the termination of this Business Associate Agreement, and to limit any further uses and/or disclosures to the purposes that make the return or destruction of the PHI infeasible. 23. Miscellaneous.The parties agree to take such action as is necessary to amend this BAA to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, ARRA, the HITECH Act, the HIPAA Rules and any other applicable law. This BAA may be executed in two or more counterparts, each of which shall be deemed an original. Except to the extent preempted by federal law, this BAA shall be governed by and construed in accordance with the same internal laws as that of the Underlying Agreement. This BAA constitutes the entire agreement between the parties related to the subject matter of this BAA, except to the extent that the Underlying Agreement imposes more stringent requirements related to the use and protection of PHI upon Business Associate. This BAA supersedes all prior negotiations, discussions, representations or proposals, whether oral or written. This BAA may not be modified unless done so in writing and signed by a duly authorized representative of both parties. If any provision of this BAA, or part thereof, is found to be invalid,the remaining provisions shall remain in effect. 24. Assignment. This BAA will follow the Underlying Agreement with respect to any assignments. 25. Survival. The respective rights and obligations of Business Associate under Sections 20-22 of this BAA shall survive the termination of this BAA. 26. Interpretation. This BAA shall be interpreted in the following manner: (a) Any ambiguity shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. (b) Any inconsistency between the BAA's provisions and the HIPAA Rules, including all amendments, as interpreted by the HHS, court or another regulatory agency with authority over the Parties,shall be interpreted according to the interpretation of the HHS, the court or the regulatory agency. (c) Any provision of this BAA that differs from those mandated by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules,shall be adhered to as stated in this BAA. IN WITNESS WHEREOF, the parties have executed this BAA by their duly authorized representatives as of the date first above written. EV ffOft'f�'�tJ�'MCC. Co vOranng'e,County Health Department ��p `"'11 I�IAAVUA�I.A. �IUN� By: ea�a�e�as� BY Print Name:Phillip Huff Prin �1ff62Dl3b11HPSna Stewart Title: chief Accounting officer Title: Health Director Date: 2/9/2021 Date: 2/9/2021 5 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Everbridge Party/Vendor Contact Person: Jeff Mooney Contact Phone: 781-859-4061 Party/Vendor Address: 155 North Lake Avenue, Suite 900 City Pasadena State: CA Zip: 91101 Department: Health Amount: $37,237.53 Purpose: COVID-19 Vaccine Appointment Software Budget Code(s): 10410020- 630000-95034 Vendor# 62700 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one)New ❑ Renewal ❑ Amendment ® Effective Date 2/10/21 Approved by Board Yes❑ No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: S1t"Ay DocuSig AvUq,Lt,A,1ned by: Department Director's Signature Date: 2/9/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology co h sp*ifications: Jl� �Office of the Chief Information Office Date: 2/9/2021 BF... Risk Management This agreement is approved for sufficienc Q o cinstandards,specifications,and requirements: guso, (hvv t�b 2/10/2021 Office of the Risk Management Officer F9-1a6Qe Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: fqta +� � Office of the Chief Financial Officer Date: 2/11/2021 Legal Services This agreement is approved as t 'W�§Wv"Td sufficiency: Does geed bY: Office of the County Attorney QI�� �l.A if, �S h Date: alit bt t, V1l Ayll. 1 Sv ... 5COF4FB... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E ADDITIONAL TERMS AND CONDITIONS These Additional Terms and Conditions are an Addendum to the GSA Approved End-User License Agreement entered into on September 29 , 2020 ("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 300 West Tryon 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 counter 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 event DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E there is a conflict between the GSA Approved End-User License Agreement and this Addendum, this Addendum will control. OR-AN. 0CU (�"YNTY EVERT I�Jg e JNC. Name: Bonnie Hammersl ey Name: Phillip E. Huff DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Everbridge Party/Vendor Contact Person: Matt Severance Contact Phone: (781) 819-5194 Party/Vendor Address: 155 North Lake Avenue, Suite 900 City Pasadena State: CA Zip: 91101 Department: Emergency Services Amount: 54,639.36 Purpose: Emergency Alert Platform (OC ALERTS) Budget Code(s): 10750020-63000 Vendor#62700 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New❑ Renewal® Amendment ❑ Effective Date 10/01/2020 Approved by Board Yes❑ No® Agenda Date: Operational Budget This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuSigned by: rvl� yffi1t,S 10/1/2020 Department Director's Signature Date: Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology co hPmq&7 ifications: J(M NOV VIA 10/1/2020 Office of the Chief Information Officer ,„RAQ,F73A64DF Date: Risk Management This agreement is approved for sufficiency iwvnla )standards, specifications,and requirements: guso, (hvwR fb 101112020 Office of the Risk Management Officer 7FDCF9176800498 Date: Financial Services This instrument has been pre-audited i e?flaftf$4 `uired by the Local Government Budget and Fiscal Control Act: +� � 10/2/2020 Office of the Chief Financial OfficerLr� aEs,a,acc,aos... Date: Legal Services This agreement is approved as to �ffleglld sufficiency: 10/2/2020 Office of the County Attorney 4�_ Date: Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 DocuSign Envelope ID: 16086DFC-1613-4024-BF92-DD86916E213E QD �/ { I 155 North Lake Avenue.Suite 900 taL*1,818-23L97D0 www.everbridge.eam a Pasadena.CA 91101 USA Fan:+1.818•23495D5 Prepared for: Quotation Kirby Saunders Quote#: Q-41932 Orange County, NC Date: 2/20/2020 O Or Box 8181 Expires On: 9/30/2020 PO Confidential Hillsborough NC 27278 United States Salesperson: Matt Severance Ph: 9192456135 Phone: Fax: Email: matt.severance@everbridge.com Email: ksaunders@orangecountync.gov Contract Summary Information: Contract Period: 12 Months Contract Start Date: 10/1/2020 Contract End Date: 9/30/2021 Contact Summary: Household Count: 63,100 Employee Count: 2,489 QTY Product Code Description GSA Classification Price 165,918 101-11-11-0254-000 Mass Notification Base-Tier 4 GSA Product USD 31,494.65 165,918 101-01-11-1027-000 Everbridge Community Engagement-Tier 4 GSA Product USD 7,873.70 165,918 101-01-11-0206-000 Incident Management- Incident Communications- GSA Product USD 8,733.95 Tier 4 4 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 1,712.84 165,918 101-00-11-1060-000 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 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: 16086DFC-1613-4024-BF92-DD86916E213E 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: DocuSigned by: Signature: Date: 10/1/2020 EPLW r -E• RIJ Name(Print): Phillip E. Huff Title: Chief Accounting Officer To accept this quote,sign,date and return: DocuSigned by: Signature: f jbin IMt, t�&IkKtt,V� Date: 10/2/2020 C.177 Name(Print): Bonnie Hammersl ey Title: County Manager 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: 16086DFC-1613-4024-BF92-DD86916E213E Aeverbridgeo 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: 16086DFC-1613-4024-BF92-DD86916E213E 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: 16086DFC-1613-4024-BF92-DD86916E213E 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: 16086DFC-1613-4024-BF92-DD86916E213E 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 Management/IT 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: 16086DFC-1613-4024-BF92-DD86916E213E 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(PAWS 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: 16086DFC-1613-4024-BF92-DD86916E213E ATE A�" CERTIFICATE OF LIABILITY INSURANCE D04/02/2020D/YYYv) 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: PHO99 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# CN109012298--caspx-20-21 INSURER A:Continental Casualty Company 20443 INSURED Everbridge Inc. INSURER B:Continental Insurance Company 35289 Attn:Elliot Mark INSURER C: 25 Corporate Drive INSURER D: Burlington,MA 01803 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: NYC-009924429-13 REVISION NUMBER: 5 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 INSD WVD POLICY NUMBER MM/DD/YYYY MM/DDIYYYY A X COMMERCIAL GENERAL LIABILITY 6024186090 04/01/2020 04/01/2021 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE � OCCUR PREM SES�RE a oNcur 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- POLICY [K LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 6024186106 04/01/2020 04/01/2021 COEaMBINED accident SINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED E NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Comp/Coll.Deductibles $ 100/500 X UMBRELLA LIAB X OCCUR 6024186042 04/01/2020 04/01/2021 EACH OCCURRENCE $ 25,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 25,000,000 DED X RETENTION$10,000 1 $ B WORKERS COMPENSATION 6024186056(AOS) 04/01/2020 04/01/2021 X PER AND EMPLOYERS OTH- 'LIABILITY STATUTE ER g YIN 6024186087(CA) 04/0112020 04/01/2021 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑N 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 04/01/2020 04/01/2021 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 Insurance CERTIFICATE HOLDER CANCELLATION Farmers Insurance Exchange SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Strategic Initiatives-Claims VMO THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 6301 Owensmouth Avenue,9th Floor ACCORDANCE WITH THE POLICY PROVISIONS. Woodland Hills,CA 91367 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: 16086DFC-1613-4024-BF92-DD86916E213E AGENCY CUSTOMER ID: CN109012298 LOC#: Boston AC"J?o 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 Liability:$10,000,000-Ded.$100,000 each claim Privacy Regulation Proceeding:$10,000,000-Ded$100,000 each claim Privacy Regulation Fines:$1,000,000-Ded$100,000 each claim Retro Date for$5M Limit:2/15/2001 Retro Date for$10M Limit:2/15/2007 Reimbursement Coverages: Privacy Event Expense$10,000,000-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 w1EE$10,000,000-Ded$100,000 each network impairment and 12 Hour BI WP E&O Excess Layer Policies: 2nd Layer AXIS Insurance Company Policy#P-001-000113630-02 Policy Period 04/01/2020-04/01/2021 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 05 Policy Period: 04101/2020-04/01/2021 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