HomeMy WebLinkAbout2019-109 20190042 Everbridge
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Quotation
Prepared for: Quote Q-14965
Date: 5/3/2018
Michael D'orazi Expires On: 6/30/2018
City of Ashland Confidential
20 East Main Street
Ashland OR 97520 Salesperson: Ivan Hardin
United States Phone:
Ph:5415522217 Email: ivan.hardin@everbridge.com
Fax:
Email: michael.dorazi@ashland.or.us
Contract Summary Information:
Contract Period: 60 Months
Note: 'Quantity on this quote represents the population count
Page 1 of 4
Year 1
QTY DESCRIPTION PRICE
19,300 Nixie 360 USD 5,000.00
Year 1 TOTAL: USD 5,000.00
Year 2
QTY DESCRIPTION PRICE
19,300 Nixie 360 USD 5,000.00
Year 2 TOTAL: USD 5,000.00
Year 3
QTY DESCRIPTION PRICE
19,300 Nixie 360 USD 5,000.00
Year 3 TOTAL: USD 5,000.00
Year 4
QTY DESCRIPTION PRICE
19,300 Nixie 360 USD 5,000.00
Year 4 TOTAL: USD 5,000.00
Year 5
QTY DESCRIPTION PRICE
19,300 Nixie 360 USD 5,000.00
Year 5 TOTAL: USD 5,000.00
Pricing Summary:
Price: USD 5,400.00
Total Discount Amount: (Only valid if executed by 6/30/2018) USD 400.00
Year One Fees: USD 5,000.00
One-time Implementation and Setup Fees: USD 200.00
Professional Services: USD 0.00
Total Year One Fees Due: USD 5,200.00
Page 2 of 4
Ongoing Fees:
Year Two Fees: USD 5,000.00
Year Three Fees: USD 5,000.00
Year Four Fees: USD 5,000.00
Year Five Fees: USD 5,000.00
1. Additional rates apply for all international calls.
2. This Quote and the Service(s) provided are subject to the Everbridge, Inc. -Nixie Solutions Core Platform Service
Agreement ("Service Agreement"), current as of the date of Client's signature below. Please visit http://www.nixie.com/
wp-content/uploads/2017/02/Nixie-Master-Services-Agreement-v6-lkd-01.29 17-FINAL.pdf to review the Service
Agreement in its entirety. By signing this Quote you represent that you read, understand and agree to the terms of the
Service Agreement, and are authorized on behalf of the Client to execute the Quote and bind Client to the Service
Agreement.
3. Subject to sales taxes where applicable.
4. Except for currency designation, the supplemental notes below, if any, supplied in this Quote are for informational
purposes and not intended to be legally binding or override the language of the Service Agreement.
Supplemental Notes:
Includes MY page data
Page 3 of 4
Authorized by Everbridge:
Signature: ~ Date: /
Name (Print): Title: \ r
To accept this quote, sign, date and return:
Signature: Date: 6~ B/ 8
Name (Print): 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 4 of 4
N ILE`
SYSTEM INCLUSION 11 Confidential
Nixie 360
Nixie 360 is a complete communication solution delivering maximum community impact. Agencies can engage
their communities through all channels including voice for ultimate engagement.
Usage
✓ Unlimited SMS, Email and Voice messages
✓ Unlimited Web messages
✓ Unlimited Facebook & Twitter notifications
✓ Unlimited contact uploads
✓ Includes 5 keywords. Additional keywords may be purchased
Agency Platform Access
✓ One (1) account
✓ Unlimited administrators to initiate messages, manage groups and manage users
✓ Unlimited users with either private or public group permissions
✓ Unlimited administrator and user access to smart phone publishing application, Engage Bridge
✓ Ability to access multiple accounts (alternative to Group Level Permissions)
Message Types
✓ Alerts Messages
✓ Advisories Messages
✓ Community Messages
✓ National Weather Service (NWS) automatic rebroadcast via email and SMS
Publishing Groups
✓ Access to Nixle Wire Group
✓ Unlimited Public Group Creation
✓ Unlimited Private Group Creation
✓ Unlimited usage of CSV Import tool
Location Targeting / Geo Targeting
✓ Point & Radius
✓ City/Town Name or Zip Code
✓ Custom Polygon
Message Formatting
✓ Multiple email attachments of PDF, DOC and image file formats (10 MB maximum)
✓ Scheduled Messaging
✓ HTML email editor
✓ Messaging and Email templates
✓ Spanish translation
WWW.NIXLE.COM
N 1XLE'
SYSTEM INCLUSION Confidential
Standard Publishing Channels
✓ Email
✓ SMS (with hyper link to Message Widget and Agency RSS feed)
✓ Reverse 911
✓ RSS Feed
Website Publishing Channels
✓ Agency website via Nixle Message Widget
✓ Registration widget for website integration
✓ RSS feed
Integration Publishing Channels
✓ IPAWS Publishing - EAS
✓ IPAWS Publishing - WEA
✓ Google Public Alerts
✓ Social Media (Facebook & Twitter)
Reporting
✓ Registration reporting
✓ Social media reporting
✓ SMS, Email, Dial Delivery Stats
Voice Message Configuration Options
✓ Upload a voice message
✓ Record a voice message
✓ Text-to-speech
Tipping
✓ Anonymous tip communication tool
✓ Export tip data
✓ Tipping embed buttons
Set-up, Implementation, and Support
✓ Provision customer account including system & user set-up
✓ Up to 3 hours of a dedicated implementation specialist during a standard implementation
✓ 24x7x365 access to the online Nixle Support Portal
✓ 24x7x365 technical support via Email
✓ 9am to 5pm access to live phone support Monday to Friday
✓ Dedicated Account Manager
WWW.NIXLE.COM
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Addendum
to
EVERBRIDGE - NIXLE MASTER SERVICES AGREEMENT (the "Agreement")
between
EVERBRIDGE, INC. ("EVERBRIDGE")
and
THE CITY OF ASHLAND, OREGON ("CLIENT")
To the extent this Addendum and the Terms and Conditions of the Agreement conflict, this
Addendum shall control. This Addendum amends the Terms and Conditions of the Agreement as
follows:
1. Delete Subsection 11.5 in its entirety and replace with the following:
11.5 Governing Law. This Agreement shall be governed by the laws of the State of
Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any
action arising under this Agreement shall be in the Circuit Court of the State of Oregon for
Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive
venue shall be in the federal district court for the district of Oregon. Each party expressly
waives any and all rights to maintain an action under this Agreement in any other venue,
and expressly consents that, upon motion of the other party, any case may be dismissed or
its venue transferred, as appropriate, so as to effectuate this choice of venue.
2. Add the following new Subsection 11.12 to the Agreement as follows:
11.12 The following laws of the State of Oregon are hereby incorporated by reference
into this Agreement: ORS 27913.220, ORS 27913.230, and ORS 27913.235.
3. Add the following new Subsection 11.13 to the Agreement as follows:
11.13 Oregon Tax Law. EVER-BRIDGE'S compliance with tax law:
(1) EVERBRIDGE represents and warrants to the CLIENT that:
EVERBRIDGE shall, throughout the term of this Agreement, including any
extensions hereof, comply with:
(i) All tax laws of the State of Oregon, including but not limited to ORS
305.620 and ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of
Oregon applicable to EVERBRIDGE; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement
or enforce any of the foregoing tax laws or provisions.
Page 1 of 2: Addendum to Everbridge-Nixie Master Services Agreement between Everbridge and City of Ashland
EVERBRIDGE, for a period of no fewer than six (6) calendar years preceding
the Effective Date, has faithfully complied with:
(i) All tax laws of the State of Oregon, including but not limited to ORS
305.620 and ORS Chapters 316, 317, and 318;
(ii) Any tax provisions imposed by a political subdivision of the State of
Oregon applicable to EVERBRIDGE; and
(iii) Any rules, regulations, charter provisions, or ordinances that implement
or enforce any of the foregoing tax laws or provisions.
(2) EVERBRIDGE'S failure to comply with the tax laws of the State of Oregon
and all applicable tax laws of any political subdivision of the State of Oregon
shall constitute a material breach of this Agreement.
Except as specifically modified by this Addendum, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF the parties have caused this Addendum to be signed in their respective
names by their duly authorized representative as of the dates set forth below.
THE CITY OF ASHLAND, OREGON EVERBRIDGE, INC.
B :
Y By. •
Adam Hanks, Interim City Administrator (must be an officer of the company)
Date: Printed Name: t m i f-- I Fa H'i I=
Title: ~P - G' 7r"rrc-,
Date: 6.1;,. Zo i o
Page 2 of 2: Addendum to Everbridge-Nixie Master Services Agreement between Everbridge and City of Ashland
ev bridge
:,.^N IXLE®
Everbridge - Nixie
Master Services Agreement
This Master Services Agreement ("Agreement") is entered may invoice Client for any overages at the then applicable rate.
into by and between Everbridge, Inc. ("Everbridge") and the client Late payments shall accrue interest at a rate of one and one-half
("Client") identified on the Quote (as defined below), effective on percent (1.5%) per month or the highest rate allowed by applicable
the date of Client's signature on the Quote ("Effective Date"). law, whichever is lower. Such interest shall be in addition to any
Everbridge and Client are each sometimes referred to as a "Party" other rights and remedies of Everbridge. Unless otherwise
and collectively, the "Parties." provided, the fees set forth in the Quote do not include any local,
state, federal or foreign taxes, levies or duties of any nature, all of
1. SERVICES. which Client is responsible for paying, except for those relating to
1.1 Orders. Everbridge shall provide Client access to its Everbridge's net income or property. If Everbridge is legally
proprietary interactive communication service(s) (the "Service(s)") obligated to collect or pay taxes for which Client is responsible, the
subject to the terms and conditions set forth in this Agreement and appropriate amount shall be invoiced to and paid by Client, unless
the description of services and pricing provided in the applicable Client provides a valid tax exemption certificate.
quote (the "Quote") and the applicable Solution documentation 3. RESPONSIBILITIES.
(the "Documentation"). If applicable, Everbridge shall provide the
training and professional services set forth in the Quote. 3.1 Client Data. Client shall retain all ownership rights
Everbridge shall provide Client with login and password in all Contact data and all electronic data Client transmits to
information for each User (as defined below) and will configure the Everbridge to or through the Services ("Client Data"). Client
Solutions based on the maximum number of Contacts (as defined represents that it has the right to authorize and hereby does
below) or Users, as applicable depending on the Solutions authorize Everbridge to collect, store and process Client Data
ordered. Client shall undergo the initial setup and training as set subject to the terms of this Agreement. Client shall maintain a copy
forth in the onboarding Documentation within sixty (60) days of the of all Contact data it provides to Everbridge.
Effective Date. Unless otherwise provided in the applicable Quote
or Documentation, Services are purchased as annual 3.2 Use of Services. Client is responsible for all activity
subscriptions. occurring under Client's account(s) and shall comply with all
applicable Privacy Laws (as defined below) and all other
1.2 Users; Contacts. "Users" are individuals who are applicable U.S. laws and regulations in connection with Client's
authorized by Client from time to time to use the Solutions for the use of the Services, including its provision of Client Data to
purposes of sending notifications, configuring templates, reporting Everbridge. Where applicable, Client shall obtain the required
or managing data, serving as system administrators, or performing consent of Contacts to send communications through the
similar functions, and who have been supplied user identifications Services. Client shall use the Services in accordance with
and passwords by Client. Users may include employees and Everbridge's then applicable Acceptable Use Policy posted on
contractors of Client or an Included Department. "Included www.everbridge.com. Client shall promptly notify Everbridge of
Department" means any enterprise department, office, agency, or any unauthorized use of any password or account or any other act
other entity that receives a majority of its funding from the same or omission that would constitute a breach or violation of this
general or enterprise fund, as applicable, as the Client. "Contacts" Agreement. Client acknowledges that the Services are a passive
are individuals who Client contacts through the Solutions and/or conduit for the transmission of Client Data, and Everbridge has no
who provides their personal contact information to Everbridge, obligation to screen, preview or monitor content, and shall have no
including through an opt-in portal. If applicable to the particular liability for any errors or omissions or for any defamatory, libelous,
Solution, the number of Users and/or Contacts that may be offensive or otherwise unlawful content in any Client Data, or for
authorized by Client is set forth on the Quote. any losses, damages, claims, or other actions arising out of or in
connection with any data sent, accessed, posted or otherwise
1.3 Affiliated Entities. Departments, divisions, agencies transmitted via the Services by Client, Users or Contacts.
or governmental entities which are affiliated politically, 3.3 Data Privacy. Everbridge shall abide by all applicable
operationally or otherwise with Client, and which are not an Privacy Laws in connection with the operation of the Services.
Included Department (each, an "Affiliated Entity") may purchase "Privacy Laws" means all U.S. federal and state laws and
Services to the same extent as Client, provided, that the Affiliated regulations regarding consumer and data protection and privacy.
Entity purchases the Services on the same terms and conditions
as are contained in this Agreement pursuant to a fully executed 3.4 Data Security. Everbridge's IT security and
Quote agreed to by Everbridge and such Affiliated Entity. Client compliance program includes the following standards generally
and the Affiliated Entity shall maintain separate accounts with adopted by industry leading SaaS providers: (i) reasonable and
Everbridge. Solely as to the Agreement between Everbridge and appropriate technical, organizational, and security measures
such Affiliated Entity, all terms and references to "Client" shall refer against the destruction, loss, unavailability, unauthorized access
to such Affiliated Entity upon execution of an applicable Quote. By or alteration of Client Data in the possession or under the control
executing a Quote each Affiliated Entity agrees to be bound by all of Everbridge, including measures to ensure the availability of
the terms and conditions herein as to such Affiliated Entity. An information following interruption to, or failure of, critical business
entity that otherwise qualifies under this definition will be included processes; and (ii) an annual assessment of its security controls
within the meaning of Affiliated Entity even though it qualifies after performed by an accredited third party audit firm in accordance
the execution of this Agreement. with the Statement on Standards for Attestation Engagements No.
16 (SSAE 16). Upon request, Everbridge shall provide Client with
2. PAYMENT TERMS. Everbridge shall invoice Client annually a copy of its current SSAE 16 SOC 2 report. Everbridge's security
in advance for the Services, and Client shall pay the fees set forth framework is based on the security requirements and controls
in the Quote within thirty (30) days from date of invoice. If Client within US National Institute of Standards and Technology (NIST)
exceeds the usage levels specified in the Quote, then Everbridge Special Publication 800-53 - Security and Privacy Controls for
Nixie Master Services Agreement v6 Ikd 01.29.17 1
Information Systems and Organizations. The NIST 800-53 security through its Client Portal and/or via email prior to such suspension I
requirement standard has direct mapping to other security and and shall reactivate any affected portion of the Service as soon as
data privacy frameworks, including global information security possible.
standard ISO 27001, HIPAA-HITECH, and HITRUST.
6. PROPRIETARY RIGHTS.
4. TERM. The term of this Agreement shall begin on the
Effective Date and shall expire when all underlying Quotes with 6.1 Grant of License. Subject to the terms and
Client or its Affiliates have expired in accordance with the terms of conditions of this Agreement, Everbridge hereby grants to Client,
such Quotes, unless terminated earlier as provided herein. during the term of this Agreement, a limited, non-exclusive, non-
Services under an applicable Quote will begin as set forth in such transferable, non-sublicen sable right to use the Service.
Quote and shall continue for the initial term specified therein
("Initial Service Term"). If a Quote contains Services added to an 6.2 Restrictions. Client shall use the Service solely for its i
existing subscription, such added Services will be coterminous internal business purposes. In particular, Client's use of the
with the Initial Service Term or applicable renewal Service term Solutions shall not include service bureau use, outsourcing, renting, 3
reselling, sublicensing, or time-sharing. Client shall not (i) sell,
("Renewal Term"), unless otherwise agreed to by the parties. If at transfer, assign, distribute or otherwise commercially exploit or
the end of the applicable Quote, Client intends to renew the
Agreement make available to any third party the Services except as expressly
, but has not provided a timely executed written renewal herein; to
modify or make derivative works based upon the
prior t the end of such term, then Everbridge, in its sole discretion, set forth Services; (iii) reverse engineer the Solution; (iv) remove, obscure or
shall continue the Service(s) hereunder for thirty (30) days (the
any proprietary notices or labels on the Software or any
"Grace Period") in order to secure an executed renewal by Client, alter materials made available by Everbridge; (v) use, post, transmit or
provided that Client shall pay Everbridge the annual fee then in introduce any device, software or routine (including viruses, worms
effect divided twelve (12) (the "Monthly Holdover Fee"). The or other harmful code) which interferes or attempts to interfere with
Grace Period is s provided to Client as a courtesy so that Services
will the operation of the Solution; or (vi) defeat or attempt to defeat any
not be terminated prior to the execution of a renewal. Due to of any Solution.
insurance and liability reasons Everbridge can only provide one security mechanism
Grace Period and will charge the Monthly Holdover Fee. The
Monthly Holdover Fee is instituted in order to protect Client from 6.3 Reservation of Rights. The Solutions (including all
termination or suspension of the Services, and to insure that timely associated computer software (whether in source code, object
renewals are entered into. Monthly Holdover Fees shall not be code, or other form), databases, indexing, search, and retrieval
returned or refunded to the Client as a credit towards any renewal. methods and routines, HTML, active server pages, intranet pages,
Except as set forth in an applicable Quote, or unless this and similar materials) and all intellectual property and other rights,
Agreement is terminated as provided herein, upon expiration of the title, and interest therein (collectively, "IP Rights"), whether
term of any Quote, such Quote shall renew automatically for conceived by Everbridge alone or in conjunction with others,
successive subsequent periods of twelve (12) months unless constitute Confidential Information and the valuable intellectual
either party notifies the other party of its intent to terminate at least property, proprietary material, and trade secrets of Everbridge and
thirty (30) days prior to the end of the then current term. Everbridge its licensors and are protected by applicable intellectual property
reserves the right to increase its fees in any Renewal Term by laws of the United States and other countries. Everbridge owns (i)
three percent (3%). With respect to any renewals which are signed all feedback (except for the Client Data) provided to Everbridge by
by Client after the previous term's expiration date, Everbridge Users, Client and Contacts in conjunction with the Services, and
reserves the right to increase its fees in such Renewal Term by (ii) all transactional, performance, derivative data and metadata
five percent (5%) generated in connection with the Solutions, which are generally
used to improve the functionality and performance of the Services.
5. TERMINATION; SUSPENSION. Except for the rights expressly granted to Client in this Agreement,
all rights in and to the Solutions and all of the foregoing elements
5.1 Termination by Either Party. Either Party may thereof (including the rights to any work product resulting from
terminate this Agreement upon the other Party's material breach Professional Services and to any modification, enhancement,
of this Agreement, provided that (i) the non-breaching Party sends configuration or derivative work of the Solutions) are and shall
written notice to the breaching Party describing the breach in remain solely owned by Everbridge and its respective licensors.
reasonable detail; (ii) the breaching Party does not cure the breach Everbridge may use and provide Solutions and Professional
within thirty (30) days following its receipt of such notice (the Services to others that are similar to those provided to Client
"Notice Period"); and (iii) following the expiration of the Notice hereunder, and Everbridge may use in engagements with others
Period, the non-breaching Party sends a second written notice any knowledge, skills, experience, ideas, concepts, know-how and
indicating its election to terminate this Agreement. techniques used or gained in the provision of the Solutions or
Professional Services to Client, provided that, in each case, no
5.2 Termination or Suspension for Non-Payment. If
Client fails to pay any amounts due within thirty (30) days of their Client Data or Client Confidential Information is disclosed thereby.
due date, Everbridge may terminate this Agreement upon thirty (30 7. CONFIDENTIAL INFORMATION.
days' prior written notice to Client. Termination for non-payment
shall not relieve Client of its outstanding obligations (including 7.1 Definition. "Confidential Information" means all
payment) under this Agreement. In lieu of termination for non- information of a Party ("Disclosing Party") disclosed to the other
payment, Everbridge may suspend Client's access to the Party ("Receiving Party"), whether orally, electronically, in
Solutions upon written notice to Client. writing, or by inspection of tangible objects (including, without
limitation, documents or prototypes), that is designated as
5.3 Suspension. Everbridge may suspend Client's confidential or that reasonably should be understood to be
access to the Solutions or any portion thereof for (i) emergency confidential given the nature of the information and the
network repairs, threats to, or actual breach of network security; or circumstances of disclosure. Confidential Information includes
(ii) any legal, regulatory, or governmental prohibition affecting the without limitation, all Client Data, the Solutions, and either Party's
Solution. Everbridge shall use its best efforts to notify Client business and marketing plans, technology and technical
2
information, product designs, reports and business processes. 8.3 SMS Transmission. CLIENT ACKNOWLEDGES
Confidential Information shall not include any information that: (i) THAT THE USE OF SHORT MESSAGING SERVICES ("SMS"),
is or becomes generally known to the public without breach of any ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF
obligation owed to Disclosing Party; (ii) was known to Receiving SENDING MESSAGES INVOLVES A REASONABLY LIKELY
Party prior to its disclosure by Disclosing Party without breach of POSSIBILITY FROM TIME TO TIME OF DELAYED,
any obligation owed to Disclosing Party; (iii) was independently UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE
developed by Receiving Party without breach of any obligation PROCESS OF TRANSMITTING SMS MESSAGES CAN BE
owed to Disclosing Party; or (iv) is received from a third party UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT
without breach of any obligation owed to Disclosing Party. PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING
MOBILE NETWORK OPERATORS AND INTERMEDIARY
7.2 Protection. Receiving Party shall not disclose or use TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE
any Confidential Information of Disclosing Party for any purpose RECOMMENDS THAT SMS MESSAGING NOT BE USED AS
other than performance or enforcement of this Agreement without THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY
Disclosing Party's prior written consent. If Receiving Party is SITUATION.
compelled by law to disclose Confidential Information of Disclosing
Party, including under the Freedom of Information Act or other 9. INDEMNIFICATION.
public information request (i.e., "state sunshine" laws) it shall
provide Disclosing Party with prior notice of such compelled 9.1 By Client. Client shall defend, indemnify and hold
disclosure (to the extent legally permitted) and reasonable Everbridge harmless against any loss or damage (including
assistance, at Disclosing Party's cost, if Disclosing Party wishes to reasonable attorneys' fees) incurred in connection with any third
contest the disclosure. Receiving Party shall protect the party claim, suit or proceeding ("Claim") arising out of any data
confidentiality of Disclosing Party's Confidential Information in the sent, posted or otherwise transmitted via the Service by Client or
same manner that it protects the confidentiality of its own Contacts, or any breach by Client of Sections 3 or 6.
confidential information of like kind (but in no event using less than 9.2 By Everbridge. Everbridge shall defend, indemnify
reasonable care). Receiving Party shall promptly notify Disclosing and hold Client harmless from and against any Claim against
Party if it becomes aware of any breach of confidentiality of Client alleging that the Solution as contemplated hereunder
Disclosing Party's Confidential Information. infringes an issued patent or other IP Right in a country in which
7.3 Upon Termination. Upon any termination of this the Solution is provided to Client. If (x) any aspect of the Service
Agreement, the Receiving Party shall continue to maintain the is found or, in Everbridge's reasonable opinion is likely to be found,
confidentiality of the Disclosing Party's Confidential Information to infringe upon the IP Right of a third party or (y) the continued
and, upon request and to the extent practicable, destroy all use of the Service is enjoined, then Everbridge will promptly and
materials containing such Confidential Information. at its own cost and expense at its option: (i) obtain for Client the
Notwithstanding the foregoing, either Party may retain a copy of right to continue using the Service; (ii) modify such aspect of the
any Confidential Information if required by applicable law or Service so that it is non-infringing; or (iii) replace such aspect of
regulation, in accordance with internal compliance policy, or the Service with a non-infringing functional equivalent. If, after all
pursuant to automatic computer archiving and back-up commercially reasonable efforts, Everbridge determines in good
procedures, subject at all times to the continuing applicability of faith that options (i) - (iii) are not feasible, Everbridge will remove
the provisions of this Agreement. the infringing items from the Service and refund to Client on a pro-
rata basis any prepaid unused fees paid for such infringing
8. WARRANTIES; DISCLAIMER, element. The remedies set forth in this Section 9.2 are Client's
exclusive remedy for Claims for infringement of an IP Right.
8.1 Everbridge Warranty. Everbridge shall provide the Everbridge shall have no obligation or liability for any claim
Services in material compliance with the functionality and pursuant to this Section to the extent arising from: (i) the
specifications set forth in the applicable Service Documentation. combinations, operation, or use of the Service supplied under this
Everbridge shall provide 24X7X365 customer support in Agreement with any product, device, or software not supplied by
accordance with its most recently published Support Services Everbridge to the extent the combination creates the infringement;
Guide. To the extent professional services are provided, (ii) the unauthorized alteration or modification by Client of the
Everbridge shall perform them in a professional manner consistent Service; or (iii) Everbridge's compliance with Client's designs,
with industry standards. THE FOREGOING REPRESENT THE specifications, requests, or instructions pursuant to an
ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, engagement for Everbridge Professional Services relating to the
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER Service to the extent the claim of infringement is based on the
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, foregoing.
STATUTORY, OR OTHERWISE, WARRANTIES OF 9.3 Indemnification Process. The indemnifying party's
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY obligations under this Section 9 are contingent upon the
APPLICABLE LAW. indemnified party (a) promptly giving notice of the Claim to the
indemnifying party once the Claim is known; (b) giving the
8.2 Disclaimer. EVERBRIDGE DOES NOT WARRANT indemnifying party sole control of the defense and settlement of
THAT THE SOLUTION WILL OPERATE ERROR FREE OR the Claim (provided that the indemnifying party may not settle such
WITHOUT INTERRUPTION. WITHOUT LIMITING THE Claim unless such settlement unconditionally releases the
FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY indemnified party of all liability and does not adversely affect the
LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR indemnified party's business or service); and (c) providing the
PROPERTY DAMAGE ARISING FROM FAILURE OF THE indemnifying party all available information and reasonable
SERVICE TO DELIVER AN ELECTRONIC COMMUNICATION, assistance.
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, 10. LIABILITY LIMITS. To the maximum extent permitted by
EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE law, neither Party shall have any liability to the other Party for any
POSSIBILITY OF SUCH DAMAGE.
3
indirect, special, incidental, punitive, or consequential damages, be deemed to have been given upon receipt or, if under (c), three
however caused, under any theory of liability, and whether or not (3) business days after being deposited in the mail. Either party
the Party has been advised of the possibility of such damage. may change its address by giving notice of the new address to the
Except for its indemnification obligations under Section 9.2, other party pursuant to this Section and identifying the effective
notwithstanding anything in this Agreement to the contrary, in no date of such change. Everbridge may provide all other notices to
event shall Everbridge's aggregate liability, regardless of whether Client's billing contact on the Client Registration Form or, with
any action or claim is based on warranty, contract, tort, respect to availability, upgrades or maintenance of the Services,
indemnification or otherwise, exceed amounts paid or due by to the Everbridge Support Center.
Client to Everbridge hereunder during the 12-month period prior to
the event giving rise to such liability. The foregoing limitations shall 11.7 Marketing. Client consents to Everbridge referencing ;
apply even if the non-breaching party's remedies under this Client's name as an Everbridge Client in Everbridge publications,
Agreement fail their essential purpose. its website, and other marketing materials.
11. MISCELLANEOUS. 11.8 Equal Employment Opportunity. Everbridge, Inc. is
a government contractor and is subject to the requirements of
11.1 Non-Solicitation. As additional protection for Executive Order 11246, the Rehabilitation Assistance Act and
Everbridge's proprietary information, for so long as this Agreement VEVRAA. Pursuant to these requirements, the Equal Opportunity
remains in effect, and for one year thereafter, Client agrees that it Clauses found at 41 Code of Federal Regulations sections 60-
shall not, directly or indirectly, solicit, hire or attempt to solicit any 1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and
employees of Everbridge; provided, that a general solicitation to sections 60-741.5 (a) (1-6) are incorporated herein by reference
the public for employment is not prohibited under this section. as though set forth at length, and made an express part of this
11.2 Force Majeure; Limitations. Everbridge shall not be Agreement.
responsible for performance under this Agreement to the extent 11.9 Export Compliant. Neither Party shall export,
precluded by circumstances beyond Everbridge's reasonable directly or indirectly, any technical data acquired from the other
control, including without limitation acts of God, acts of pursuant to this Agreement or any product utilizing any such data
government, flood, fire, earthquakes, civil unrest, acts of terror, to any country for which the U.S. Government or any agency
labor problems, regional technology interruptions, or denial of thereof at the time of export requires an export license or other
service attacks. The Service delivers information for supported governmental approval without first obtaining such license or
Contact paths to public and private networks and carriers, but approval. Client shall not permit Users to send notifications to a
Everbridge cannot guarantee delivery of the information to the Contact in a U.S. embargoed country or in violation of any U.S.
recipients. Final delivery of information to recipients is dependent export law or regulation.
on and is the responsibility of the designated public and private
networks or carriers. 11.10 U.S. Government End-Users. The Solutions and ,
related documentation are "commercial items" as defined at 48
11.3 Waiver; Severability. The failure of either Party C.F.R. 2.101, consisting of "commercial computer software" and
hereto to enforce at any time any of the provisions or terms of this "commercial computer software documentation" as such terms are
Agreement shall in no way be considered to be a waiver of such used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
provisions. If any provision of this Agreement is found by any court 48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government
or other authority of competent jurisdiction to be invalid, illegal or customers and end-users acquire licenses to the Solutions and
unenforceable, that provision shall, to the extent required, be related documentation with only those rights set forth herein.
deemed deleted or revised, and the remaining provisions shall
continue in full force and effect to the maximum extent possible so 11.11 General. This Agreement, including its Exhibits and
as to give effect to the intent of the parties. any Quote, constitutes the entire agreement between the Parties
and supersedes all other agreements and understandings I
11.4 Assignment. Neither party may assign this between the Parties, oral or written, with respect to the subject
Agreement to any third party except upon the other Party's prior matter hereof, including any confidentiality agreements. This
written consent, which consent shall not be unreasonably withheld Agreement shall not be modified or amended except by a writing
or delayed; provided, that no such consent shall be required in the signed by both Parties. ANY NEW TERMS OR CHANGES
event of an assignment to an Affiliated Entity or to a successor-in- INTRODUCED IN A PURCHASE ORDER OR OTHER
interest to the business of the assigning Party resulting from a DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.
merger, reorganization, or sale of all or substantially all such EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF
Party's assets. Notwithstanding the above, neither Party shall SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL
assign this Agreement to any third party which is a competitor of
NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
the other Party. THAN THOSE SET FORTH IN THIS AGREEMENT. There are no
11.5 Governing Law; Attorney's Fees. This Agreement third party beneficiaries to this Agreement. Any right, obligation or
shall be governed and construed in accordance with the laws of condition that, by its express terms or nature and context is
intended to survive the termination or expiration of this Agreement,
the Commonwealth of Massachusetts, without regard to its
conflicts of laws rules. The U.N. Convention on Contracts for the shall survive any such termination or expiration hereof. This
International Sale of Goods shall not apply. The prevailing party in Agreement, and any other document referencing and governed by
any action arising out of this Agreement shall be entitled to its this Agreement may be executed in one or more counterparts, 3
reasonable attorneys' fees and costs. each of which shall be deemed an original but which together shall
constitute the same agreement. Each Party agrees to be bound by
11.6 Notices. Legal notices (e.g., claimed breach or its digital or electronic signature, whether transmitted by fax
termination) to be provided under this Agreement shall be machine, in the form of an electronically scanned image (e.g., in
delivered in writing (a) in person, (b) by nationally recognized pdf form), by email, or by other means of e-signature technology,
overnight delivery service, or (c) by U.S. certified or first class mail and each Party agrees that it shall accept the signature of the other
to the other party as set forth on the Quote. All legal notices shall Party transmitted in such a manner.
i
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4
(f
l
EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the
particular products and services described on the Quote.
Nixle@ Branded Products:
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 Service or www.nixle.com for public facing communications to citizens and other public groups
(collectively, "Communications"), (b) use and display Client's trademarks, service marks and logos, solely as part of
Communications to Contacts or to and on other websites where Everbridge displays your Communications, and for
marketing the Services, and (c) place a widget on Client's website in order to drive Contact registrations. Client further
acknowledges and agrees that all personal information from public users registering through the Nixie branded websites
is owned expressly by Everbridge and such information will be governed by the Privacy Policy.
Everbridge Branded Products:
1. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or
accesses Data Feeds, such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims
any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. The
sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate
the Data Feed with no further payments due. "Data Feed" means data content licensed or provided by third parties to
Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings,
911 data, third party maps, and situational intelligence).
2. Incident Management/IT Alerting. For Clients purchasing the Incident Management or IT Alerting Service, unless
designated as unlimited: (a) Clients may only designate the number of Users set forth on the Quote, and such individuals
shall only have the access rights pursuant to such designation and role; (b) Incident Administrators shall have the ability
to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have the
ability to launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as
well as participate in an on-call schedule to receive IT outage notifications, and (e) Client shall be provided the number of
incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who is authorized by
Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator" means
an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution.
3. Secure Messaging. For Clients purchasing peer to peer secure messaging solutions ("Secure Messaging"), Everbridge
shall comply with all applicable privacy laws including, the Health Insurance Portability and Accountability Act of 1996
("HIPAA"),") and the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"). Any Business
Associate Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement.
Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non-critical, non-emergency
messages between users as a convenience to facilitate communications and are not intended for or suitable for use in
situations where a failure or time delay of, or errors or inaccuracies in, the content, data or information provided through
the services could lead to death, personal injury or property damage. The P2P Solutions are provided on an "AS IS" and
"AS AVAILABLE" basis. Technical difficulties or failures may occur at any time, and the solutions are used at your sole
risk. The sole remedy for a failure of the P2P Solution is to terminate such services with no further payments due.
5
EXHIBIT B
IPAWS- CMASM/EA 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. Client shall be solely
responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that arise from any unauthorized
use or access to ]PAWS-OPEN.
2. Credentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and
Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to
IPAWS-OPEN.
3. Messaging: Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have
no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not
limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or
controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through
IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge system, and Everbridge
shall not be required to provide such additional features to Client; and (iv) Client shall be solely responsible and liable for the
content of any and all messages sent through IPAWS-OPEN utilizing its access codes.
4. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge
with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination
of the Agreement access to IPAWS-OPEN shall immediately terminate. In addition, Everbridge may immediately terminate,
without liability, access to ]PAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA changes the IPAWS-OPEN
system so that it materially change the business terms and/or feasibility for Everbridge to provide such access.
Approved as to Form with the
attached/Addendum incorporated:
Ashland City Attorney
Date
6
Purchase Order
Fiscal Year 2019 Page: 1 of: 1
B City of Ashland =~~Bt~~Mrt~ s
I ATTN: Accounts Payable -
L 20 E. Main Purchas
L e 20190042
Ashland, OR 97520 Order #
T Phone: 541/552-2010
O Email: payable@ashland.or.us
V H C/O Fire and Rescue Department
E EVERBRIDGE, INC l 455 Siskiyou Blvd
N 155 N. LAKE AVE., SUITE #900 p Ashland, OR 97520
D PASADENA, CA 91101 Phone: 541/482-2770
O T Fax: 541/488-5318
R O
Michael D'Orazi
- n = - - Mal=r
06/21/2018_ 1699 _ FOB ASHLAND/_NET30 _Cit Accounts Pa able_
= Et -tt
Emergency Notification Softwar
1 Emergency Notification and Community Engagement 1 $5,200.0000 $5,200.00
Telecommunication Software Program
Term: 60 Months
Year 1 $5,000.00, plus $200.00 (Set-Up Fee)
Year 2 $5,000.00
Year 3 $5,000.00
Year 4 $5,000.00
Year 5 $5,000.00
Everbridge - Nixle
Master Services Agreement
Addendum to Everbridge-Nixel Master Services Agreement
between Everbridge, Inc. and The City of Ashland, Oregon.
Project Account:
GL SUMMARY*************
071200 - 610600 $5,200.00
By: Date:
Authorized Signature = - _ $5,200.00
i
i
i
FORM#3 ( CITY OF
V
1 1 LA1 V
REQUISITION Date of request: 06/07/2018
Vendor Name Everbridge-Nixie
Address, City, State, Zip 155 North Lake Avenue, Suite 900, Pasadena, CA 91101
Contact Name Ivan Hardin
Telephone Number 818-230-9700
Email address
ivan.hardin(~everbridge.com
SOURCING METHOD
R Exempt from Competitive Bidding ❑ Emergency
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
0 AMC 2.50 090 E and 12 Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or proposal attached _(Attach co of council communication If council approval required, attach co of CC
❑ Small Procurement Cooperative Procurement
Less than $5,000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon
Date approved by Council:
❑ Direct Award -(Attach copy of council communication) Contract #
❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 ❑ Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached ❑ Form 44, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date - (Attach copy of council communication)
Description of SERVICES Total Cost
Emergency Notification and Community Engagement Telecommunication/Software Program
$ 5,200.00
Item # Quantity Unit Description of MATERIALS Unit Price Total Cost
❑ Per attached quotelproposal TOTAL COST
Expenditure must be charged to the appropriate account numbers for the financials to reflect the actual expenditures accurately.
5, 200,00
Project Number _ _ _ _ _ _ _ Account Number 0 7 1 2 0 0 e 6 1 0 6 0 0 $ _
Project Number Account Number
Project Number Account Number _
IT Director in collaboration with department to approve all hardware and software ~Yrel-as s:
By signing this requisition form, l certify that the City's public contracting requirements have been ~at' fie` IT irector Date Support Yes / No
Employee: Department Head:
(Equal to or g eater than
Department ManagerlSupervisor: City Administrator:
(Equal to or greater than $25,000)
Funds appropriated for current fiscal year: NO Z76ance Direct Equal to or greater than $5,000) Date
Comments:
Form #3 - Requisition
1)1?11/~
Legal Department Review
DOCUMENT TRANSMITTAL AND CONTROL
This form will accompany the document through the drafting, review, and signature processes, and will
be kept with the City's final executed copy of the document. Required fields are indicated in gray scale.
Document: EVERHRIDGE NIXLE 360 QUOTE
(Include names of parties to the document)
Type of Document: Contract ❑ Lease ❑ Easement ❑ Deed ❑ IGA ❑
Other (Specify) NIXLE 360 QUOTE attached (References Master Services Agreement on-line)
Dept Contact: CHIEF MICHAEL UORAZ1 ACTION REQUESTED:
Dept: AF&R Phone: Ext 2212
Review Draft
Date submitted to Legal: 5/24/2018
❑ Approve final and forward to:
Draft due by: 5/31/20t8
(Unless indicated, Legal will ret:u-n document to yvu)
Return Requested by:
Complete this section ONLY the first trine this form is filled oirt:
Has this doctuuent been previously worked on by the Legal Dept Staff? 8 No ❑ Yes
If yes, by wholn?
LEGAL DEPT First Date Received by Legal Date: By:
USE ONLY Returned to Dept. for Revision3 Date: By:
Received for additional review by Legal Date- By:
Returned to Dept. for Revision Date: By:
Received for additional review by Legal Date: By:
Returned to Dept. for Revision Date: By:
Received for Additional Review by Legal Date: By,
Returned to Dept for Revision Date: By: 49 Final Logged out b Legal Date: B
Comments from LEGAL to DEPARTMENT: Comments from D PA TMFNT to LEGAL:
X-S, ee Attached. _4 'r 'LS
Return os~rlwnal executed document to City Des this document need to be recorded?
Recorder for safekeeping? ❑ No 'o Yes l No ❑ Yes
CITY ADMINISTRATOR I DEPARTMENT HEAD
Please do not sign the attached document until this form liar been a9prQved by the Legal Dept below:
P_
° iI
FINAL LEGAL DEPARTMENT APPROVAL: )"t ---Date: