CC SR 20190219 O - Multi-Jurisdictional Notification System So. Bay Pilot ProgramRANCHO PALOS VERDES CITY COUNCIL MEETING DATE: 02/19/2019
AGENDA REPORT AGENDA HEADING: Regular Business
AGENDA DESCRIPTION:
Consideration and possible action to consider participating in the multi-jurisdictional
notification system South Bay pilot program
RECOMMENDED COUNCIL ACTION:
(1) Authorize the City Manager or Finance Director to appropriate additional funding
for the pilot program.
FISCAL IMPACT: $20,181.19 for the first year, which includes software, consulting,
monthly contact data, and one-time implementation and setup costs. Years 2 and 3 of
the pilot program would be $19,063.19 for software, consulting services, and monthly
contact data. Pricing is based upon full Area G participation. Should the Area G entities
not agree to the terms of the agreement and pricing by March 1, 2019, Everbridge
would have the right to adjust total program pricing from $20,181.19 in year 1 up to
$25,614 in year 1, excluding any credits for existing service.
Amount Budgeted: $263,000
Additional Appropriation: $0
Account Number(s): 101-400-2999-5101
ORIGINATED BY: Jacqueline Ruiz, Administrative Analyst
REVIEWED BY: Gabriella Yap, Deputy City Manager
APPROVED BY: Doug Willmore, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A. Everbridge Quotation (page A-1)
B. Everbridge PowerPoint Presentation (page B-1)
C. Service Agreement (page C-1)
BACKGROUND AND DISCUSSION:
In response to the 2017 wildfires, Senate Bill 833 (SB 833) and Senate Bill 821 (SB
821) were signed into law to further address the safety of local communities and the use
of emergency notification systems. SB 833 requires cities to develop emergency alert
systems by July 1, 2019. SB 821 authorizes cities to access the contact information of
resident accountholders through the records of a public utility or other agency with a
procedure in place for residents to opt-out.
1
Everbridge, a software application that automates and accelerates an organization’s
response to critical events, is the recommended system to help the City satisfy the State
mandates. The Everbridge platform can be used to send targeted messages during an
emergency via text message, cellular service, landlines, email, and social media. This
is done through an application based platform and integration into FEMAs Integrated
Public Alert and Warning System (iPAWS). Everbridge is also the same company that
developed Nixle, which is widely used by the Sheriff’s Department and many public
agencies.
A multi-jurisdictional notification system (MJNS) pilot program is proposed which will
allow for added program benefits and cost savings for participating South Bay cities
within Area G Disaster Management Operational Area. The proposed pilot program is a
3-year program. The City of Rancho Palos Verdes was one of the last cities approached
by Everbridge, and they have told us the pilot needs to start by March 1st due to some
grant funds the City of Manhattan Beach acquired.
At the time of this writing, the City Attorney brought up a couple of concerns with
Everbridge’s service agreement language (Attachment C), specifically the
indemnification of Everbridge, and the inability to cancel or terminate the contract before
three years. City Staff has asked Everbridge for clarification regarding how the
indemnification would be distributed amongst the participating cities in the pilot program ,
to determine our share of risk. Staff does not believe the three year term is an issue
given that the system, protocols, and policies will take a substantial amount to set up,
test, and be approved by all the agencies in order for us to have a functional shared
platform.
LEGISLATION
SB 833 requires the California Governor’s Office of Emergency Services (CalOES) to
develop guidelines for Public Alert and Warning effective July 1, 2019. CalOES may
impose conditions related to any voluntary grant funds that have a nexus to emergency
management performance grants requiring cities to comply with the requirements
outlined below:
Timelines for sending alerts during an emergency.
Practices for sending advance warnings of an impending threat.
Practices for testing, training on, and exercising a city’s alert and warning
system.
Consideration for coordinating alerts with neighboring jurisdictions.
Guidelines and protocols for redundancy and utilizing multiple platforms of alerts.
Guidelines and protocols for chain of command communications and accounting
for staffing patterns to ensure a trained operator is always on call.
Practices for effective notifications to the access and functional needs p opulation
as defined in subdivision (b) of Section 5693.3.
Message templates.
Common terminology.
2
SB 821 authorizes each county, including a city or county, to enter into an agreement to
access the contact information of resident accountholders through the records of a
public utility or other agency including an electrical or gas corporation, local publicly-
owned electric utility, or other agency responsible for water service, waste and recycling
services for the sole purpose of enrolling county residents in a county operated public
emergency warning system. The receiving agency is required to ensure that the
confidentiality of the contact information is protected under reasonable security
procedures.
A city will be required to include procedures to enable any resident to opt out of the
emergency warning system and a process to terminate access to the resident’s contact
information. A resolution is required to be adopted in order to access contact
information data. A standard resolution to adopt SB 821 will be provided to all
participating cities after the March 1, 2019, implementation date. City Staff will bring a
resolution to the City Council at a future meeting.
Additionally, SB 821 requires local governments to integrate access and functional
needs into its emergency plan by addressing, at a minimum, how the access and
functional needs population, as defined, is served by emergency communications,
evacuation, and sheltering.
EVERBRIDGE MJNS PLATFORM FOR SOUTH BAY AREA G CITIES
The City of Rancho Palos Verdes falls within the Area G Disaster Management
Operational Area of Los Angeles County, which is comprised of 14 South Bay cities
including El Segundo, Gardena, Hawthorne, Hermosa Beach, Inglewood, Lawndale,
Lomita, Manhattan Beach, Palos Verdes Estates, Redondo Beach, Rolling Hills Estates,
and Rolling Hills, and Torrance.
Currently, 8 of the 14 Area G cities have existing contracts with Everbridge or Nixle, and
will be participating in the MJNS. These cities are:
El Segundo
Hermosa Beach
Inglewood
Manhattan Beach
Palos Verdes Estates
Rolling Hills Estates
Redondo Beach
Torrance
The cities of Gardena, Lomita, and Rolling Hills are also participating in the pilot
program. The City of Hawthorne staff will present the MJNS pilot program to their City
Council in February 2019. The City of Redondo Beach is also expected to provide final
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approval regarding participation. The City of Lawndale has opted to not participate in
the pilot program.
MJNS Capabilities and Benefits
The pilot program will include the following features:
Interoperability between all participating Area G cities including cross
jurisdictional notifications which will enhance situational awareness and time-
sensitive notifications.
Unlimited messaging and multiple contact paths for redundancy, staff recall,
emergency operations, and emergency and non-emergency alerting to include
2-way communication.
Community engagement component to include NIXLE, Google alerts, social
media integration, integrated public alert and warning system access, application
for internal and external use, and opt-out platform.
Information sharing and coordination with local businesses for small and large
venue events, city programs, and hosted events.
Integration of emergency contacts for school district personnel, child care
centers, hospitals, healthcare providers, skilled nursing facilities and
inclusiveness to the access and functional needs population.
Continuing education and training provided by Everbridge on emergency
notification processes, platform functionality and enhancements, and regular
regional training through a dedicated technical account manager for the
program. The training will be streamlined to mitigate mishaps.
Marketing and community education materials.
MJNS Working Group for Implementation
The MJNS working group will be comprised of personnel from each participating city,
from the disciplines of law enforcement, emergency management, and public
information officers. The group will work to develop a Standard Operating Procedure
(SOP) for catastrophic cross-jurisdictional incidents, guidelines for coordination and
mutual aid and assistance, training requirements for system administrators and
operators, and a regionalized training calendar for ongoing training and support. The
following elements will be included:
Incorporate public alert and warning laws as mandated by SB 833 and SB 821
into planning documents and city policies related to public alert and warning.
Identify goals, procedures and implementation phases.
Establish baseline standards for training for authorized users.
Identify training needs and requirements for regional training calendar year.
Develop and review message templates and langua ge related to emergency
notifications.
4
Concurrently, Everbridge will also work with each city for system set -up platform
purposes and to establish an opt-in portal for residents to sign up to receive alerts and
emergency notifications.
Collecting Resident Contact Information
Collecting current resident contact information from RPV residents is important to
ensure that residents do in fact receive an emergency notification(s). City staff has
identified multiple ways to collect current contact information including: purchase
monthly landline, mobile, and Voice Over Internet Protocol (VoIP) through local service
providers such as Verizon and AT&T on a monthly or quarterly basis and develop a
targeted outreach campaign. SB 821 is also another means to obtain contact
information; however, it is important to note that it may not be as accurate as it is
dependent upon the resident updating their utility contact information.
COST
The cost for the first year of the pilot program is $20,181.19 which includes a one-time
system implementation, set-up fee, and data purchase of E911 data that includes
landline, mobile, and VoIP lines. The annual cost for the remaining two years of the pilot
program is $19,063.19
Cost Savings
As part of the MJNS Program, Everbridge has provided a reduced annual fee to each
participating Area G city. The cost for the City to purchase the Mass Notification
System independently would be $25,614 annually without training and support.
Additionally, the system would not be part of the Area G MJNS Program , therefore,
unable to participate in any cross jurisdictional emergency notifications.
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative action is available for
the City Council’s consideration:
1. Take other action as deemed appropriate.
5
Prepared for:
Rancho Palos Verdes city, CA
CA
United States
Ph:
Fax:
Email:
Quotation
Quote #:Q-22687
Date:12/6/2018
Expires On:3/1/2019
Confidential
Salesperson:Angela Fish
Phone:
Email:angela.fish@everbridge.com
Contract Summary Information:
Contract Period:36 Months
Contract Start Date:3/1/2019
Page 1 of 3
Year 1
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 8,863.19
3 One Day Remote Consulting Services
(Travel & Expenses to be reimbursed by Customer)
USD 6,000.00
42,000 ProServe: Monthly Contact Data for State and Local Government USD 4,200.00
Year 1 TOTAL:USD 19,063.19
Year 2
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 8,863.19
3 One Day Remote Consulting Services
(Travel & Expenses to be reimbursed by Customer)
USD 6,000.00
42,000 ProServe: Monthly Contact Data for State and Local Government USD 4,200.00
Year 2 TOTAL:USD 19,063.19
A-1
Year 3
QTY DESCRIPTION PRICE
1 Mass Notification Pro USD 8,863.19
3 One Day Remote Consulting Services
(Travel & Expenses to be reimbursed by Customer)
USD 6,000.00
42,000 ProServe: Monthly Contact Data for State and Local Government USD 4,200.00
Year 3 TOTAL:USD 19,063.19
Pricing Summary:
Year One Fees:USD 19,063.19
One-time Implementation and Setup Fees: USD 1,118.00
Professional Services:USD 0.00
Total Year One Fees Due: USD 20,181.19
Ongoing Fees:
Year Two Fees:USD 19,063.19
Year Three Fees:USD 19,063.19
Page 2 of 3
A-2
1.Additional rates apply for all international calls.
2.Quote subject to the terms and conditions of the service agreement, including any amendments, executed between
Everbridge, Inc. and the customer listed above.
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 negotiated language of the Everbridge Inc. Service
Agreement.
5. Pricing is based upon full Area G participation. Should the Area G entities not agree to the terms of the agreement
and pricing by March 1, 2019, Everbridge has the right to adjust total program pricing from $15,645 in year 1 up to
$25,614 in year 1, excluding any credits for existing service.
Supplemental Notes:
Qty 3 of Professional Services is for a total of 24 hours
\AID1\
Authorized by Everbridge:
Signature:\s2\ Date:\d2\
Name (Print):
\n2\
Title:\t2\
To accept this quote, sign, date and return:
Signature:\s1\ Date:\d1\
Name (Print):\n1\ Title:\t1\
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 3 of 3
A-3
For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University.
www.everbridge.com Rev. April 2018
SYSTEM INCLUSION
Confidential
Everbridge Mass Notification PRO for State and Local Government
Everbridge Mass Notification PRO allows users to send notifications to individuals or groups using lists, locations, and visual
intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols, an elastic infrastructure,
advanced mobility, interactive reporting and analytics, adaptive people and resource mapping to mirror your organization, and
true enterprise class data management capabilities to provide a wide array of data management options. Below is a list of key
system inclusions with your new Everbridge Mass Notification system.
Usage*
Unlimited Domestic Emergency Alerts and Testing Messages
Unlimited Domestic Non-Emergency Alerts Messaging
*Usage above applies to notifications generated through the Everbridge Manager user interface. Automated notifications are subject to additional fees.
Core Platform Access
Unlimited Administrators for web-based portal to initiate messages, reporting, and administration
Unlimited Administrators for ManageBridge Application (iOS, Android) and Mobile Optimized Notification Site (for Blackberry, etc.)
Three (3) Organization with unlimited nested static and dynamic groups
Access to Everbridge Elastic Infrastructure for message delivery
Custom branded community opt-in portal with custom fields and opt-in subscriptions
Flexible role-based access controls to manage user permissions
Access to Real-Time Dashboard, Notifications Library, Everbridge Universe, and Custom Reporting
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)
Access to automated severe weather alerting from the National Weather Service via SMARTWeather for 1 (ONE) area no greater
than a single County
Access to Incident Management to automate incident communication workflows
Access to 1 (ONE) dedicated toll free number via Premium Audio Bulletin Board
Access to Auto-Translate, Missing Person and 20+ Pre-built Message Guides
Key Notification Features
Integrated GIS/Map-based, rule-based, group-based, or individual contact selection
Ability to send standard, polling, or on-the-fly ‘One-Touch’ Conference Call messages
One-screen broadcast creation workflow to speed message creation and reduce human error
Everbridge Network to access situational intelligence & notifications shared by other public and private groups
Publish notifications directly Facebook and Twitter and Websites and services that support API access via HTTPS using ‘Web Posting’
Publish notifications directly to the Smartphones of residents and employees via Everbridge Mobile Application (fka ContactBridge)
Publish approved notifications directly to Google Public Alerts website
Access to IPAWS for authorized agencies
Contact filtering based on custom criteria and automatic address geo-coding for contacts
Map-based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI)
Organization specific customizable caller ID, greetings, and broadcast settings
SMPP based SMS text messaging
Multi-language Text to Speech Engine and Custom Voice Recording
Real-time reporting for improved situational awareness and easier after action analysis
5 Live Operator Message Initiations per year
Interactive Dashboard for Organizational Activity Summary Unlimited Notification Templates
Self-service Single Contact Record Adjustments, Contact Import via CSV Upload and via Contact API
Bulk Contact Management Automation via Secure FTP
Everbridge basic conference bridge codes
Auto translate, Boil water, Weather alert and 10 pre-built message guides
Set-up, Implementation & Support
Up to 10 total hours of a dedicated Implementation Specialist during a Standard Implementation
Self Service Administrative Set-up, Configuration and Default Preferences
Initial Member Data Upload and Test Broadcast Support
Unlimited Access to Everbridge University classes
24x7 Customer Support (phone, web, email)
Global Support/Operations Centers for Redundant Live Support
A-4
Multi‐Jurisdictional Notification System Pilot ProgramPresented bySoraya Sutherlin, MPA, CEM, Emergency Management Safety PartnersMike Ecks, Everbridge B-1
Program OverviewConcept: To develop a Multi‐jurisdictional notification system for the South Bay Area G cities to enhance:•Coordination•Interoperability•Situational Awareness•Regional Training and StandardizationB-2
Answering the WHY….“The fire was moving so fast the county EOC did not have time to pick up the phone and call anyone to tell them the fire was coming”‐Brentt Blaser, Sonoma County Fire and Emergency Services DepartmentB-3
SB 833‐State Guidelines•(1) Timelines for sending alerts during an emergency.•(2) Practices for sending advance warnings of an impending threat.•(3) Practices for testing, training on, and exercising a city’s, county’s, or city and county’s alert and warning system.•(4) Consideration for coordinating alerts with neighboring jurisdictions.•(5) Guidelines and protocols for redundancy and utilizing multiple forms of alerts.•(6) Guidelines and protocols for chain of command communications and accounting for staffing patterns to ensure a trained operator is always on call.•(7) Practices for effective notifications to the access and functional needs population as defined in subdivision (b) of Section 8593.3.•(8) Message templates.•(9) Common terminology*‐Eprep EducationB-4
SB 821•(b) A county, including a city and county, that enters into an agreement to access information pursuant to subdivision (a) shall include procedures to enable any resident to opt out of the warning system and a process to terminate the receiving agency’s access to the contact information of the resident from a public utility or other agency, including an electrical or gas corporation, local publicly owned electric utility, public water agency, or other agency responsible for water service, waste and recycling services, or other related services for a property address.B-5
Pre‐existing Agreed Upon Notions•Disasters do not respect boundaries•Rarely localized (physical or cyber‐thank you social media )•Proximity, Contiguous City Borders•Information Management‐Moving TargetB-6
The South BayB-7
Key Benefits of MJNS1. Interoperability‐Network of Continuity2. Shared situational intelligence for coordinated response3. Standardization 4. Cost Reduction5. Streamlined training provides efficiency and can prevent mishaps6. Marketing‐Community Education MaterialsB-8
Network of Continuity‐Mutual Aid•Public Messaging Mishaps•“oh dear, we hit the wrong button…” •System Failures•Firewalls •User error •Eye of the Storm SyndromeB-9
Who’s Doing it?....Florida•Statewide Model•Local Access•One Brand•Residents, Businesses, Visitors•Hurricane Mathew‐Case StudyB-10
Shared Situational Intelligence•Common Platform•Automated Alerting•Information Sharing•Pre‐curser Warnings•Missed Opportunities‐Northern California Wildfires•Standardization“The County lacked reliable, timely, coordinated situational awareness as to the scale, size, and scope of the fires; growth, character, and movement”‐CalOES Independent Audit Report on the Northern California WildfiresB-11
Standardization‐Who’s Doing it?.....•Unified Messaging under CT Alert Platform•Enhanced Public Trust•Communication of Critical Information at the onset of the incident. •State‐wide credentialing though PSAPsB-12
Why Uniformity and Standardization Matters•Variance in messaging causes uncertainty and confusion amongst the public•National Disaster Education Coalition•When everyone is saying the same thing, the validity of the information provided has more merit.B-13
Streamlined Regional Training•Consistent training across the South Bay Cities;•On‐going training for continuing education;•Standardization and collection messagingB-14
Cost Reductions•Consolidated and Streamlined Training (Regionally) •Price Reduction per Captia•Consolidated Marketing•Eprep Education Marketing•Standardized Operations (SOP)•Standardization in TemplatesB-15
Deployment Approach and Timeline•Individual City Meetings•JPA Presentation•Steering Committee/Working Group•Solutions & Design•Rollout and Implementation•Adoption & Best PracticesB-16
Questions?ContactsSoraya Sutherlin, MPA, CEMEmergency Management Safety Partnersssutherlin@emsafetypartners.comMike Ecksmecks@everbridge.comEverbridgeB-17
SLG Master Services Agreement v6 01.29.17 1
Everbridge, Inc.
Master Services Agreement
This Master Services Agreement (“Agreement”) is entered
into by and between Everbridge, Inc. (“Everbridge”) and the City
of Rancho Palos Verdes (“Client”), effective on the date of
Client’s signature below (“Effective Date”). Everbridge and Client
are each sometimes referred to as a “Party” and collectively, the
“Parties.”
1. SERVICES.
1.1 Orders. Everbridge shall provide Client access to its
proprietary interactive communication solutions (the “Solutions”)
subject to the terms and conditions set forth in this Agreement and
the description of services and pricing provided in the applicable
quote or other ordering document (e.g., statement of work) (the
“Quote”) and the applicable Solution documentation (the
“Documentation”). If applicable, Everbridge shall provide the
training and professional services (“Professional Services”) set
forth in the Quote. Collectively, the Solutions and Professional
Services are referred to as the “Services”. Everbridge shall
provide Client with login and password information for each User
(as defined below) and will configure the Solutions based on the
maximum number of Contacts (as defined below) or Use rs, as
applicable depending on the Solutions ordered. Client shall
undergo the initial setup and training as set forth in the onboarding
Documentation within sixty (60) days of the Effective Date. Unless
otherwise provided in the applicable Quote or Documentation,
Services are purchased as annual subscriptions.
1.2 Users; Contacts. “Users” are individuals who are
authorized by Client from time to time to use the Solutions for the
purposes of sending notifications, configuring templates, reporting
or managing data, serving as system administrators, or performing
similar functions, and who have been supplied user identifications
and passwords by Client. Users may include employees and
contractors of Client or an Included Department. “Included
Department” means any enterprise department, office, agency, or
other entity that receives a majority of its funding from the same
general or enterprise fund, as applicable, as the Client. “Contacts”
are individuals who Client contacts through the Solutions and/or
who provides their personal contact information to Everbridge,
including through an opt-in portal. If applicable to the particular
Solution, the number of Users and/or Contacts that may be
authorized by Client is set forth on the Quote.
1.3 Affiliated Entities. Departments, divisions, agencies
or governmental entities which are affiliated politically,
operationally or otherwise with Client, and which are not an
Included Department (each, an “Affiliated Entity”) may purchase
Services to the same extent as Client, provided, that the Affiliated
Entity purchases the Services on the same terms and conditions
as are contained in this Agreement pursuant to a fully executed
Quote agreed to by Everbridge and such Affiliated Entity. Client
and the Affiliated Entity shall maintain separate accounts with
Everbridge. Solely as to the Agreement between Everbridge and
such Affiliated Entity, all terms and references to “Client” shall refer
to such Affiliated Entity upon execution of an applicable Quote. By
executing a Quote each Affiliated Entity agrees to be bound by all
the terms and conditions herein as to such Affiliated Entity. An
entity that otherwise qualifies under this definition will be included
within the meaning of Affiliated Entity even though it qualifies after
the execution of this Agreement.
2. PAYMENT TERMS. Everbridge shall invoice Client annually
in advance for all Solutions and Professional Services, and Client
shall pay the fees set forth in the Quote within thirty (30) days from
date of invoice. If Client exceeds the usage levels specified in the
Quote, then Everbridge may invoice Client for any overages at the
then applicable rate. All Professional Services must be used within
12 months from date of purchase. Late payments shall accrue
interest at a rate of one and one-half percent (1.5%) per month or
the highest rate allowed by applicable law, whichever is lower.
Such interest shall be in addition to any other rights and remedies
of Everbridge. Unless otherwise 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 which Client is responsible for
paying, except for those relating to Everbridge’s net income or
property. If Everbridge is legally obligated to collect or pay taxes
for which Client is responsible, the appropriate amount shall be
invoiced to and paid by Client, unless Client provides a valid tax
exemption certificate.
3. RESPONSIBILITIES.
3.1 Client Data. Client shall retain all ownership rights
in all Contact data and all electronic data Client transmits to
Everbridge to or through the Solutions (“Client Data”). Client
represents that it has the right to authorize and hereby does
authorize Everbridge to collect, store and process Client Data
subject to the terms of this Agreement. Client shall maintain a copy
of all Contact data it provides to Everbridge.
3.2 Use of Solutions. Client is responsible for all activity
occurring under Client’s account(s) and shall comply with all
applicable Privacy Laws (as defined below) and all other
applicable laws and regulations in connection with Client’s use of
the Services, including its provision of Client Data to Everbridge .
Where applicable, Client shall obtain the required consent of
Contacts to send communications through the Solutions. Client
shall use the Service in accordance with Everbridge’s then
applicable Acceptable Use Policy posted on www.everbridge.com.
Client shall promptly notify Everbridge of any unauthorized use of
any password or account or any other act or omission that would
constitute a breach or violation of this Agreement. Client
acknowledges that the Solutions are a passive conduit for the
transmission of Client Data, and Everbridge has no obligation to
screen, preview or monitor content, and shall have no liability for
any errors or omissions or for any defamatory, libelous, offensive
or otherwise unlawful content in any Client Data, or for any losses,
damages, claims, or other actions arising out of or in connection
with any data sent, accessed, posted or otherwise transmitted via
the Solutions by Client, Users or Contacts.
3.3 Data Privacy. Everbridge shall abide by all applicable
Privacy Laws in connection with the operation of the Solutions.
“Privacy Laws” means all U.S. federal and state laws and
regulations regarding consumer and data protection and privacy.
3.4 Data Security. Everbridge’s IT security and
compliance program includes the following standards generally
adopted by industry leading SaaS providers: (i) reasonable and
appropriate technical, organizational, and security measures
against the destruction, loss, unavailability, unauthorized access
or alteration of Client Data in the possession or under the control
of Everbridge, including measures to ensure the availability of
information following interruption to, or failure of, critical business
processes; and (ii) an annual assessment of its security controls
performed by an accredited third party audit firm in accordance
with the Statement on Standards for Attestation Engagements No.
C-1
2
16 (SSAE 16). Upon request, Everbridge shall provide Client with
a copy of its current SSAE 16 SOC 2 report. Everbridge’s security
framework is based on the security requirements and controls
within US National Institute of Standards and Technology (NIST)
Special Publication 800-53 – Security and Privacy Controls for
Information Systems and Organizations. The NIST 800-53 security
requirement standard has direct mapping to other security and
data privacy frameworks, including global information security
standard ISO 27001, HIPAA-HITECH, and HITRUST.
4. TERM. The term of this Agreement shall begin on the
Effective Date and shall expire when all underlying Quotes with
Client or its Affiliates have expired in accordance with the terms of
such Quotes, unless terminated earlier as provided herein.
Services under an applicable Quote will begin as set forth in such
Quote and shall continue for the init ial term specified therein
(“Initial Service Term”). If a Quote contains Services added to an
existing subscription, such added Services will be coterminous
with the Initial Service Term or applicable renewal Service term
(“Renewal Term”), unless otherwise agreed to by the parties. If at
the end of the applicable Quote, Client intends to renew the
Agreement, but has not provided a timely executed written renewal
prior to the end of such term, then Everbridge, in its sole discretion,
shall continue the Service(s) hereunder for thirty (30) days (the
“Grace Period”) in order to secure an executed renewal by Client,
provided that Client shall pay to Everbridge the annual fee then in
effect divided by twelve (12) (the “Monthly Holdover Fee”). The
Grace Period is provided to Client as a courtesy so that Services
will not be terminated prior to the execution of a renewal. Due to
insurance and liability reasons Everbridge can only provide one
Grace Period and will charge the Monthly Holdove r Fee. The
Monthly Holdover Fee is instituted in order to protect Client from
termination or suspension of the Services, and to insure that timely
renewals are entered into. Monthly Holdover Fees shall not be
returned or refunded to the Client as a credit towards any renewal.
Except as set forth in an applicable Quote, or unless this
Agreement is terminated as provided herein, upon expiration of the
term of any Quote, such Quote shall renew automatically for
successive subsequent periods of twelve (12) months unless
either party notifies the other party of its intent to terminate at least
thirty (30) days prior to the end of the then current term. Everbridge
reserves the right to increase its fees in any Renewal Term by
three percent (3%). With respect to any renewals which are signed
by Client after the previous term’s expiration date, Everbridge
reserves the right to increase its fees in such Renewal Term by
five percent (5%).
5. TERMINATION; SUSPENSION.
5.1 Termination by Either Party. Either Party may
terminate this Agreement upon the other Party's material breach
of the Agreement, provided that (i) the non-breaching Party sends
written notice to the breaching Party describing the breach in
reasonable detail; (ii) the breaching Party does not cure the breach
within thirty (30) days following its receipt of such notice (the
"Notice Period"); and (iii) following the expiration of the Notice
Period, the non-breaching Party sends a second written notice
indicating its election to terminate this Agreement.
5.2 Termination or Suspension for Non-Payment. If
Client fails to pay any amounts due within thirty (30) days of their
due date, Everbridge may terminate this Agreement upon thirty (30
days’ prior written notice to Client. Termination for non-payment
shall not relieve Client of its outstanding obligations (including
payment) under this Agreement. In lieu of termination for non-
payment, Everbridge may suspend Client’s access to the
Solutions upon written notice to Client.
5.3 Suspension. Everbridge may suspend Client’s
access to the Solutions or any portion thereof for (i) emergency
network repairs, threats to, or actual breach of network security; or
(ii) any legal, regulatory, or governmental prohibition affecting the
Solution. Everbridge shall use its best efforts to notify Client
through its Client Portal and/or via email prior to such suspension
and shall reactivate any affected portion of the Solution as soon as
possible.
6. PROPRIETARY RIGHTS.
6.1 Grant of License. Subject to the terms and
conditions of this Agreement, Everbridge hereby grants to Client,
during the term of this Agreement, a limited, non-exclusive, non-
transferable, non-sublicensable right to use the Solutions.
6.2 Restrictions. Client shall use the Solution solely for
its internal business purposes. In particular, Client’s use of the
Solutions shall not include service bureau use, outsourcing,
renting, reselling, sublicensing, or time-sharing. Client shall not (i)
sell, transfer, assign, distribute or otherwise commercially exploit
or make the Solution available to any third party except as
expressly set forth herein; (ii) modify or make derivative works
based upon the Solution; (iii) reverse engineer the Solution; (iv)
remove, obscure or alter any proprietary notices or labels on the
Solution or any materials made available by Everbridge; (v) use,
post, transmit or introduce any device, software or routine
(including viruses, worms or other harmful code) which interferes
or attempts to interfere with the operation of the Solution; or (vi)
defeat or attempt to defeat any security mechanism of any
Solution.
6.3 Reservation of Rights. The Solutions (including all
associated computer software (whether in source code, object
code, or other form), databases, indexing, search, and retrieval
methods and routines, HTML, active server pages, intranet pages,
and similar materials) and all intellectual property and other rights,
title, and interest therein (collectively, “IP Rights”), whether
conceived by Everbridge alone or in conjunction with others,
constitute Confidential Information and the valuable intellectual
property, proprietary material, and trade secrets of Everbridge and
its licensors and are protected by applicable intellectual property
laws of the United States and other countries. Everbridge owns (i)
all feedback (except for the Client Data) provided to Everbridge by
Users, Client and Contacts in conjunction with the Services, and
(ii) all transactional, performance, derivative data and metadata
generated in connection with the Solutions, which are generally
used to improve the functionality and performance of the Services .
Except for the rights expressly granted to Client in this Agreement,
all rights in and to the Solutions and all of the foregoing elements
thereof (including the rights to any work product resulting from
Professional Services and to any modification, enhancement,
configuration or derivative work of the Solutions) are and shall
remain solely owned by Everbridge and its respective licensors.
Everbridge may use and provide Solutions and Professional
Services to others that are similar to those provided to Client
hereunder, and Everbridge may use in engagements with others
any knowledge, skills, experience, ideas, concepts, know-how and
techniques used or gained in the provision of the Solutions or
Professional Services to Client, provided that, in each case, no
Client Data or Client Confidential Information is disclosed thereby.
7. CONFIDENTIAL INFORMATION.
7.1 Definition. “Confidential Information” means all
information of a Party (“Disclosing Party”) disclosed to the other
Party (“Receiving Party”), whether orally, electronically, in
writing, or by inspection of tangible objects (including, without
limitation, documents or prototypes), that is designated as
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confidential or that reasonably should be u nderstood to be
confidential given the nature of the information and the
circumstances of disclosure. Confidential Information includes
without limitation, all Client Data, the Solutions, and either Party’s
business and marketing plans, technology and technical
information, product designs, reports and business processes.
Confidential Information shall not include any information that: (i)
is or becomes generally known to the public without breach of any
obligation owed to Disclosing Party; (ii) was known to Receiving
Party prior to its disclosure by Disclosing Party without breach of
any obligation owed to Disclosing Party; (iii) was independently
developed by Receiving Party without breach of any obligation
owed to Disclosing Party; or (iv) is received from a third party
without breach of any obligation owed to Disclosing Party.
7.2 Protection. Receiving Party shall not disclose or use
any Confidential Information of Disclosing Party for any purpose
other than performance or enforcement of this Agreement without
Disclosing Party’s prior written consent. If Receiving Party is
compelled by law to disclose Confidential Information of Disclosing
Party, including under the Freedom of Information Act or other
public information request (i.e., “state sunshine” laws) it shall
provide Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable
assistance, at Disclosing Party's cost, if Disclosing Party wishes to
contest the disclosure. Receiving Party shall protect the
confidentiality of Disclosing Party's Confidential Information in the
same manner that it protects the confidentiality of its own
confidential information of like kind (but in no event using less than
reasonable care). Receiving Party shall promptly notify Disclosing
Party if it becomes aware of any breach of confidentiality of
Disclosing Party's Confidential Information.
7.3 Upon Termination. Upon any termination of this
Agreement, the Receiving Party shall continue to maintai n the
confidentiality of the Disclosing Party's Confidential Information
and, upon request and to the extent practicable, destroy all
materials containing such Confidential Information.
Notwithstanding the foregoing, either Party may retain a copy of
any Confidential Information if required by applicable law or
regulation, in accordance with internal compliance policy, or
pursuant to automatic computer archiving and back -up
procedures, subject at all times to the continuing applicability of
the provisions of this Agreement.
8. WARRANTIES; DISCLAIMER.
8.1 Everbridge Warranty. Everbridge shall provide the
Solutions in material compliance with the functionality and
specifications set forth on the applicable Solution Documentation.
Everbridge shall provide 24X7X365 customer support in
accordance with its most recently published Support Services
Guide. Professional Services shall be performed in a professional
manner consistent with industry standards.
8.2 Disclaimer. THE FOREGOING REPRESENT THE
ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER,
AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT
THAT THE SOLUTION WILL OPERATE ERROR FREE OR
WITHOUT INTERRUPTION. WITHOUT LIMITING THE
FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY
LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR
PROPERTY DAMAGE ARISING FROM FAILURE OF THE
SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,
HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,
EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
8.3 SMS Transmission. CLIENT ACKNOWLEDGES
THAT THE USE OF SHORT MESSAGING SERVICES (“SMS”),
ALSO KNOWN AS TEXT MESSAGING, AS A MEANS OF
SENDING MESSAGES INVOLVES A REASONABLY LIKELY
POSSIBILITY FROM TIME TO TIME OF DELAYED,
UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE
PROCESS OF TRANSMITTING SMS MESSAGES CAN BE
UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT
PARTICIPATE IN THE TRANSMISSION PROCESS, INCLUDING
MOBILE NETWORK OPERATORS AND INTERMEDIARY
TRANSMISSION COMPANIES. ACCORDINGLY, EVERBRIDGE
RECOMMENDS THAT SMS MESSAGING NOT BE USED AS
THE SOLE MEANS OF COMMUNICATION IN AN EMERGENCY
SITUATION.
9. INDEMNIFICATION.
9.1 By Client. Client shall defend, indemnify and hold
Everbridge harmless against any loss or damage (including
reasonable attorneys’ fees) incurred in connection with any third
party claim, suit or proceeding (“Claim”) arising out of any data
sent, posted or otherwise transmitted via the Solution by Client or
Contacts, or any breach by Client of Sections 3 or 6.
9.2 By Everbridge. Everbridge shall defend, indemnify
and hold Client harmless from and against any Claim against
Client alleging that the Solution as contemplated hereunder
infringes an issued patent or other IP Right in a country in which
the Solution is provided to Client. If (x) any aspect of the Solution
is found or, in Everbridge’s reasonable opinion is likely to be found,
to infringe upon the IP Right of a third party or (y) the continued
use of the Solution is enjoined, then Everbridge will promptly and
at its own cost and expense at its option: (i) obtain for Client the
right to continue using the Solution; (ii) modify such aspect of the
Solution so that it is non-infringing; or (iii) replace such aspect of
the Solution with a non-infringing functional equivalent. If, after all
commercially reasonable efforts, Everbridge determines in good
faith that options (i) - (iii) are not feasible, Everbridge will remove
the infringing items from the Solution and refund to Client on a pro-
rata basis any prepaid unused fees paid for such infringing
element. The remedies set forth in this Section 9.2 are Client’s
exclusive remedy for Claims for infringement of an IP Right.
Everbridge shall have no obligation or liability for any claim
pursuant to this Section to the extent arising from: (i) the
combinations, operation, or use of the Solution supplied under this
Agreement with any product, device, or software not supplied by
Everbridge to the extent the combination creates the infringement;
(ii) the unauthorized alteration or modification by Client of the
Solution; or (iii) Everbridge’s compliance with Client's designs,
specifications, requests, or instructions pursuant to an
engagement for Everbridge Professional Services relating to the
Solution to the extent the claim of infringement is based on the
foregoing.
9.3 Indemnification Process. The indemnifying party’s
obligations under this Section 9 are contingent upon the
indemnified party (a) promptly giving notice of the Claim to the
indemnifying party once the Claim is known; (b) giving the
indemnifying party sole control of the defense and settlement of
the Claim (provided that the indemnifying party may not settle such
Claim unless such settlement unconditionally releases the
indemnified party of all liability and does not adversely affect the
indemnified party’s business or service); and (c) providing the
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indemnifying party all available information and reasonable
assistance.
10. LIABILITY LIMITS. To the maximum extent permitted by
law, neither Party shall have any liability to the other Party for any
indirect, special, incidental, punitive, or consequential damages,
however caused, under any theory of liability, and whether or not
the Party has been advised of the possibility of such damage.
Except for its indemnification obligations under Section 9.2,
notwithstanding anything in this Agreement to the contrary, in no
event shall Everbridge’s aggregate liability, regardless of whether
any action or claim is based on warranty, contract, tort,
indemnification or otherwise, exceed amounts paid or due by
Client to Everbridge hereunder during the 12-month period prior to
the event giving rise to such liability. The foregoing limitations shall
apply even if the non-breaching party’s remedies under this
Agreement fail their essential purpose.
11. MISCELLANEOUS.
11.1 Non-Solicitation. As additional protection for
Everbridge’s proprietary information, for so long as this Agreement
remains in effect, and for one year thereafter, Client agrees that it
shall not, directly or indirectly, solicit, hire or attempt to solicit any
employees of Everbridge; provided, that a general solicitation to
the public for employment is not prohibited under this section.
11.2 Force Majeure; Limitations. Everbridge shall not be
responsible for performance under this Agreement to the extent
precluded by circumstances beyond Everbridge’s reasonable
control, including without limitation acts of God, acts of
government, flood, fire, earthquakes, civil unrest, acts of terror,
labor problems, regional technology interruptions, or denial of
service attacks. The Solution delivers information for supported
Contact paths to public and private networks and carriers, but
Everbridge cannot guarantee delivery of the information to the
recipients. Final delivery of information to recipients is dependent
on and is the responsibility of the designated public and private
networks or carriers.
11.3 Waiver; Severability. The failure of either Party
hereto to enforce at any time any of the provisions or terms of this
Agreement shall in no way be considered to be a waiver of such
provisions. If any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be invalid, illegal or
unenforceable, that provision shall, to the extent required, be
deemed deleted or revised, and the remaining provisions shall
continue in full force and effect to the maximum extent possible so
as to give effect to the intent of the parties.
11.4 Assignment. Neither party may assign this
Agreement to any third party except upon the other Party’s prior
written consent, which consent shall not be unreasonably withheld
or delayed; provided, that no such consent shall be required in the
event of an assignment to an Affiliated Entity or to a successor-in-
interest to the business of the assigning Party resulting from a
merger, reorganization, or sale of all or substantially all such
Party’s assets. Notwithstanding the above, neither Party shall
assign this Agreement to any third party which is a competitor of
the other Party.
11.5 Governing Law; Attorney’s Fees. This Agreement
shall be governed and construed in accordance with the laws of
the Commonwealth of Massachusetts, without regard to its
conflicts of laws rules. The U.N. Convention on Contracts for the
International Sale of Goods shall not apply. The prevailing party in
any action arising out of this Agreement shall be entitled to its
reasonable attorneys’ fees and costs.
11.6 Notices. Legal notices (e.g., claimed breach or
termination) to be provided under this Agreement shall be
delivered in writing (a) in person, (b) by nationally recognized
overnight delivery service, or (c) by U.S. certified or first class mail
to the other party as set forth on the signature page hereto. All
legal notices shall be deemed to have been given upon receipt or,
if under (c), three (3) business days after being deposited in the
mail. Either party may change its address by giving notice of the
new address to the other party pursuant to this Section and
identifying the effective date of such change. Everbridge may
provide all other notices to Client’s billing contact on the Client
Registration Form or, with respect to availability, upgrades or
maintenance of the Solutions, to the Everbridge Support Center.
11.7 Marketing. Client consents to Everbridge referencing
Client’s name as an Everbridge Client in Everbridge publications,
its website, and other marketing materials.
11.8 Equal Employment Opportunity. Everbridge, Inc. is
a government contractor and is subject to the requirements of
Executive Order 11246, the Rehabilitation Assistance Act and
VEVRAA. Pursuant to these requirements, the Equal Opportunity
Clauses found at 41 Code of Federal Regulations sections 60-
1.4(a) (1-7), sections 60-250.4(a-m), sections 60-300.5 (1-11) and
sections 60-741.5 (a) (1-6) are incorporated herein by reference
as though set forth at length, and made an express part of this
Agreement.
11.9 Export Compliant. Neither Party shall export,
directly or indirectly, any technical data acquired from the other
pursuant to this Agreement or any product utilizing any such data
to any country for which the U.S. Government or any agency
thereof at the time of export requires an export license or other
governmental approval without first obtaining such license or
approval. Client shall not permit Users to send notifications to a
Contact in a U.S. embargoed country or in violation of any U.S.
export law or regulation.
11.10 U.S. Government End-Users. The Solutions and
related documentation are “commercial items” as defined at 48
C.F.R. 2.101, consisting of “commercial computer software” and
“commercial computer software documentation” as such terms are
used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government
customers and end-users acquire licenses to the Solutions and
related documentation with only those rights set forth herein.
11.11 General. This Agreement, including its Exhibits and
any Quote, constitutes the entire agreement between the Parties
and supersedes all other agreements and understandings
between the Parties, oral or written, with respect to the subject
matter hereof, including any confidentiality agreements. This
Agreement shall not be modified or amended except by a writing
signed by both Parties. ANY NEW TERMS OR CHANGES
INTRODUCED IN A PURCHASE ORDER OR OTHER
DOCUMENT ARE VOID AND OF NO FORCE OR EFFECT.
EVERBRIDGE’S ACKNOWLEDGEMENT OF RECEIPT OF
SUCH DOCUMENT OR ACCEPTANCE OF PAYMENT SHALL
NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER
THAN THOSE SET FORTH IN THIS AGREEMENT. There are no
third party beneficiaries to this Agreement. Any right, obligation or
condition that, by its express terms or nature and context is
intended to survive the termination or expiration of this Agreement,
shall survive any such termination or expiration hereof. This
Agreement, and any other document referencing and governed by
this Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but which together shall
constitute the same agreement. Each Party agrees to be bound by
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its digital or electronic signature, whether transmitted by fax
machine, in the form of an electronically scanned image (e.g., in
.pdf form), by email, or by other means of e-signature technology,
and each Party agrees that it shall accept the signature of the other
Party transmitted in such a manner.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.
EVERBRIDGE, INC.
By:
Print Name:
Title:
Date:
Address:
25 Corporate Drive
Burlington, Massachusetts 01803
For legal notice:
Attention: Legal Department
CLIENT: THE CITY OF RANCHO PALOS VERDES
By:
Print Name:
Title:
Date:
Client’s Address:
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
Attn: Jacqueline Ruiz
Address for Legal Notice:
Attn:
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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® 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. Client further
acknowledges and agrees that all personal information from individuals registering through such widget is owned
expressly by Everbridge and such information will be governed by the applicable Privacy Policy.
If Client Is Ordering 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 Solution, 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”), 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. 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 d eliver 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 informat ion provided through the services
could lead to death, personal injury or property damage.
Non-Critical 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 the Telephone Consumer Protection Act of 1991, including its implementing regulations, 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.
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EXHIBIT B
IPAWS- CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the particular products and
services described 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 IPAWS-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 C lient; 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 IPAWS-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.
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