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Everbridge Inc - FY2022-065Page 1 of 2 Prepared for: Kit Fox City of Rancho Palos Verdes, CA 30940 Hawthorne Blvd. Rancho Palos Verdes CA 90275 United States Ph: +1.310.377.0360 Quote #: Q-90854 Date: 2/15/2022 Expires On: 3/11/2022 Confidential Salesperson: Joanna Burlison Phone: Quotation Fax: Email: kfox@rpvca.gov Email: joanna.burlison@everbridge.com Contact Summary: Household Count: 16,327 Employee Count: Qty Description Price 1 Mass Notification Pro USD 9,347.93 42,287 Resident Connection - Life Safety - USA USD 5,000.00 1 Calculated Set Up Fee USD 0.00 10 Proserve - Consulting Services Remote Delivered USD 2,500.00 Pricing Summary: Year One Fees: USD 14,347.93 One-time Implementation and Setup Fees: USD 0.00 Professional Services: USD 2,500.00 Total Year One Fees Due: USD 16,847.93 Messaging Credits Summary: Initial Credits Allowance Additional Credits Purchased Total Credits Year 1 2,000,000 0 2,000,000 Contract Summary Information: Contract Period: Contract Start Date: Contract End Date: 12 Months 3/13/2022 3/12/2023 Page 2 of 2 1. Quote subject to the terms and conditions of the Master Services Agreement, including any amendments and exhibits thereto executed by Everbridge, Inc. (“Everbridge”) and the City of Rancho Palos Verdes (“City”) and having an effective date of March 13, 2019 (“Current MSA”). 2. By signing this Quote you represent that you read, understand and agree that the Exhibit A to the Current MSA between Everbridge and the City listed above shall be deleted and replaced in its entirety with the Exhibit A included with this Quote. 3. The City’s previous subscription term for the products listed expires on March 12, 2022 (“Previous Term”) and under the terms of the Current MSA, such Previous Term is hereby renewed as a Renewal Term under section 4 of the Current MSA. 4. The City is attempting to enter into an updated master services agreement with Everbridge through the South Bay Cities Council of Governments (“SBCCOG”) of which the City is a member Such an updated master services agreement (“Updated MSA”) will not be ready for execution by Everbridge and SBCCOG before the Previous Term expires. As a result, Everbridge and the City agree to renew the Previous Term of the MSA for a Renewal Term of twelve (12) months, subject to the following conditions: (a) Upon full and mutual execution of the Updated MSA between Everbridge and the SBCCOG (with the City’s participation in the Updated MSA approved by adoption of a City Council Resolution), the Current MSA will terminate without any further action of the City or Everbridge; and (b) Any unused fees paid by the City for Mass Notification as listed herein for the twelve (12) month Renewal Term will be prorated and applied to the Revised Quote for the City under the Updated MSA and fully credited to the City. 5. Messaging Credits listed above can be used for Notifications and expire at the end of each year. Consumption of Messaging Credits in excess of these amounts in any year will incur additional charges 6. Subject to sales taxes where applicable. Authorized by Everbridge: Signature: Date: Name (Print): Title: To accept this quote, sign, date and return: Signature: Date: Name (Print): Title: 155 North Lake Avenue, Suite 900 Pasadena, CA 91101 USA Tel: +1-818-230-9700 Fax: +1-818-230-9505 Page 3 of 2 THANK YOU FOR YOUR BUSINESS! 1 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. If Client Is Ordering Nixle® 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 or www.nixle.com 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. Client further acknowledges and agrees that all personal information from individuals registering through such widget or a Nixle branded website is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy. If Client Is Ordering Everbridge Suite or Nixle® Branded Products: 1. Messaging Credits. The Solutions include units of usage (“Messaging Credits”) for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths (“Notifications”). No Messaging Credits shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client’s use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be purchased separately. 2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is defined as follows: • SMS Text messages: ▪ For messages that contain only GSM characters, each 153 characters or portion thereof. ▪ For messages that contain any non-GSM characters, each 67 characters or portion thereof. ▪ GSM characters include only characters in the GSM 7-bit default alphabet. ▪ Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. • Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: One minute per TTY message. • Fax: Per page transmitted. 3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the date that the overage began. Payment shall be at the role-based number rate in the Quote and shall be paid for the duration of the term of such Quote. 4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on usage of the Solutions, then Client’s use of the Solutions is expressly limited to Contacts who are based in such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client’s use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this Agreement and shall subject such Client to additional charges for such unauthorized usage. 5. Data Feeds. Client shall not use any automated device, computer program, software, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content 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 (a) any inaccuracies or failures with respect to such Data Feeds or (b) any actions taken by Client as a result of its use of the Solutions or its content. All Data Feeds are provided solely as a convenience and do not constitute an endorsement by Everbridge. 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 or websites 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) or publicly-available information that Client accesses on the Internet while using the Services. 2 Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at https://www.everbridge.com/wp-content/uploads/Data-Feed-Terms-and-Conditions-Oct- 2019.pdf. 6. Resident Connection Data. If a Client is a governmental entity and is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non-transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records (“Resident Connection Data”) in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement. 7. Incident Management/IT Alerting. If a Client is purchasing the Incident Management or IT Alerting Solution, (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” are authorized by Client as an administrator for the Incident Management or IT Alerting Solution components and are typically responsible for the configuration of IT Alerting as well as managing and reporting on Incidents ; (c) “Incident Operators” are authorized by Client as an operator of the Incident Management or IT Alerting Solution and are typically responsible for launching/managing Incidents; and (d) “Group Managers” shall have the ability to build, manage and/or participate in on-call schedules to receive IT related notifications. Everbridge may limit or throttle Client’s automated use of the Incident Management or IT Alerting Solution in order to protect the stability and security of the Solution. 8. Secure Messaging. If a Client is purchasing peer to peer secure messaging solutions (“Secure Messaging”), Everbridge shall comply with all applicable privacy laws, including in the United States, the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), the Gramm-Leach-Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. For clients based in the United States, our Secured Messaging products for healthcare are subject to our Business Associate Agreement, available at https://www.everbridge.com/wp-content/uploads/2015/07/Business-Associate-Form-lkd-v1- 7.7.15.pdf, which is 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. Non-Emergency Messaging 1. If Client is using the solution to send non-emergency calls, text messages or emails to consumers, Client expressly agrees to comply with applicable consumer protection laws, including in the United States, the Telephone Consumer Protection Act of 1991, including its implementing regulations, and in the CAN-SPAM Act of 2003, and any other similar laws and regulation (collectively, “Consumer Protection Law”). Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct. EVERBRIDGE MESSAGING CREDITS SYSTEM INCLUSION For the Critical Event Management, Mass Notification, Safety Connection, IT Alerting, Crisis Management and Community Engagement Solutions, Clients will have access to an annual allowance of Messaging Credits that can be used for Notifications. The specific number of Messaging Credits are included on the product Quote and are applied per Notification according to the table below. Unused Messaging Credits (including any additional purchased credits) expire at the end of the annual contract period under the applicable Quote and are not refundable. If Client exceeds the annual allowance of Messaging Credits allocated to the account or previously purchased, then Client shall pay for such overages and charges back to the date they were incurred. Messaging Credits shall be calculated and consumed as follows: A single Notification consists of: • SMS Text: ▪ For messages that contain only GSM characters, each 153 characters or portion thereof. ▪ For messages that contain any non-GSM characters, each 67 characters or portion thereof. ▪ GSM characters include only characters in the GSM 7-bit default alphabet. • Voice or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: Per TTY call. • Fax: Per page transmitted. For example: • SMS Notification (containing 100 GSM characters) sent to 100 contacts in the United States would consume 500 Messaging Credits (100 contacts * 1 Notification/contact * 5 Messaging Credits per US SMS message). • Voice Notification (Each message = 30 seconds) sent to 500 contacts in France would consume 10,000 Messaging Credits (500 contacts * 30 seconds = 250 minutes of calls * 40 Messaging Credits per European Voice Call). • SMS Notification (containing 200 GSM characters) sent to 250 contacts in India and 2000 contacts in the United States would consume 35,000 Messaging Credits (250 contacts * 2 Notifications/contact * 30 Messaging Credits per Asian SMS message = 15,000 Messaging Credits) + (2000 contacts * 2 Notifications/contact * 5 Messaging Credits per US SMS message = 20,000 Messaging Credits) System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. © Everbridge, Inc. Confidential & Proprietary www.everbridge.com Rev. April 2020 System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com ©2021 Everbridge, Inc. Confidential & Proprietary 1 Everbridge Mass Notification – Pro Everbridge Mass Notification Pro for SLG allows users to send notifications to individuals or groups using lists, locations, and visual intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols, elastic infrastructure, advanced mobility, interactive reporting, adaptive people, and resource mapping to mirror your organization, and true enterprise class data management capabilities to provide a wide array of data management options. Below is a list of key system inclusions with your new Everbridge Mass Notification system. Usage + Unlimited email notifications + Unlimited Everbridge mobile app push notifications + SMS, Voice, Fax, conference calls, TTY communications and notifications are subject to the Everbridge Credit Based Usage Policy. For details, please refer to the Messaging Credits System Inclusion. Core Platform Access + Unlimited Users for web-based portal to initiate messages, reporting, and administration + Unlimited Users for ManageBridge Application (iOS, Android) and Mobile Optimized Notification Site + Three (3) Organization with unlimited nested static and dynamic groups + One (1) Contact Data Location per organization in the United States, Germany, Canada, or the United Kingdom + Access to Desktop Alerts – Urgent Full-Screen Takeover Alerts + Access to Incident Management + Access to Incident Chat for responders to coordinate and collaborate + Access to Secure Collaboration mobile app encrypted communication + Contacts Management and Notifications APIs + Email Ingestion – launch notification through email Key Features + SMPP based True SMS text messaging + Multi-language Text to Speech Engine and Custom Voice Recording System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com ©2021 Everbridge, Inc. Confidential & Proprietary 2 + 4 Everbridge basic conference bridge codes + 4 Smart Conference bridge lines + Public Incident Zone – Alert residents through Everbridge Mobile App on their entry into the impacted area + Access to Community Engagement to communicate via Text, Email, and/or Voice Messages and provide an easy way for residents to Text Opt-In (text zip-code or a keyword to 888-777) –Only available to US contacts + Access to automated severe weather alerting from the National Weather Service via SMARTWeather for 1 (ONE) area no greater than a single County –Only available to US contacts + Custom branded community opt-in portal with custom fields and opt-in subscriptions + Flexible role-based access controls to manage user permissions + Access to Real-Time Dashboard, Notifications History, Everbridge Universe, and Custom Reporting + Notification escalation to automatically send a notification to the next person or group if there is no confirmation + Integrated GIS/Map-based, rule-based, group-based, or individual contact selection + Ability to send standard, polling, or on-the-fly ‘One-Touch’ Conference Call messages + One-screen broadcast creation workflow to speed message creation and reduce human error + Everbridge Network to access situational intelligence & notifications shared by other public and private groups + Publish notifications directly to Websites and services that support API access via HTTPS using ‘Web Posting’ + Publish notification to Social Media + Publish notifications to Audio Bulletin Board for contacts to retrieve the audio message at their convenience + Access to 1 (ONE) dedicated toll free number via Premium Audio Bulletin Board + Access to IPAWS for authorized agencies –Only available in US region. + Contact filtering based on custom criteria + Map-based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI) + Automatic address geo-coding for contacts + Custom point address geo-coding + Organization specific customizable caller ID, greetings, and broadcast settings + Real-time reporting for improved situational awareness and easier after-action analysis + Unlimited Mass Notification and Incident Templates + Self-Service Contact Record Management, Contact Import via CSV Upload and via Contact API Basic + International Support ▪ Globally Local Calling for faster communications using local/regional message initiation ▪ Dynamic Caller ID to customize caller IDs with local number per country or broadcast ▪ International Long and Short Codes for SMS delivery System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com ©2021 Everbridge, Inc. Confidential & Proprietary 3 Set-up, Implementation, and Support + Up to 10 remote hours of support via a dedicated Implementation Specialist to be used within 60 days of contract signing. These 10 hours are inclusive of web-based training, system testing, and administrative set- up. Your Implementation Specialist will also deliver your EB Suite system with best-practice recommended settings configured. + Initial Contact Data Upload and Test Broadcast Support + 5 Live Operator Message Initiations per year + Unlimited Access to Everbridge University classes + 24x7 Customer Support (phone, web, email) + Global Support/Operations Centers for Redundant Live Support For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. March 2021 System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com ©2021 Everbridge, Inc. Confidential & Proprietary 1 Resident Connection - Life Safety - USA Resident Connection allows United States Local Government agencies to maximize the reach of their constituents by providing Immediate access to the resident and business database for the jurisdiction. Resident Connection has also been developed to help provide faster ways to communicate critical information in an imminent threat to life and property (life-threatening emergencies). The solution provides users with easy access to available resident and business contacts for their jurisdiction or custom area, including: + Integrated management of all your contacts within the Everbridge Mass Notification Suite + This life safety database contains verified contact names, addresses and phone numbers (Landline, VOIP, Wireless). Imminent Threat to Life notification protection for Wireless Data (SMS & VOICE) to prevent misuse in non-emergency notifications + All contacts contain at least one delivery method, and all have a geocoded address for list -based or map-based contact selections + Resident and business data automatically displayed on the map for quick, targeted notifications Usage + Resident Connection – Life Safety is available as a premium add-on to Everbridge Mass Notification Suite + Use of the mobile phone numbers is only permitted for “Imminent Threat to Life” notifications via SMS or Voice + Use of the landline phone numbers can be used for “Imminent Threat to Life” or non-emergency messages + Using Everbridge to send SMS, Voice, Fax, conference calls, TTY communications and notifications are subject to the Everbridge Credit Based Usage Policy System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days’ prior written notice to Client via the Everbridge Client Portal. For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com ©2021 Everbridge, Inc. Confidential & Proprietary 1 Key Features + Direct access to Resident Connection life safety contacts from within Everbridge Mass Notification Suite user interface + Leverage pre-loaded jurisdiction boundaries and POI data + Visualize contacts in Universe & Notification map + Resident and business contact search Set-up, Implementation and Support + Minor implementation is required at no charge. Your account manager will coordinate with our implementation team to activate this feature. + Available for United States government agencies delivering life safety communications only + Available for mass notification organizations only + Database is automatically updated monthly with no manual intervention. For a full product description, along with best practices and product details, please see the Everbridge User Guide and Everbridge University.