Loading...
R-2012-002-2012-01-09 RESOLUTION NO. R2012-2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING A CONTRACT FOR MASS NOTIFICATION SERVICES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract for mass notification services, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract for mass notification services. PASSED, APPROVED and ADOPTED this the 9th day of January, A.D., 2012. ,-----Im TOM REID MAYOR ATTEST: • 4 / / w O QUA �- ..0 ;-,4°iiii/r/ :cn= Y S RETARY APPROVED AS TO FORM: Zac"----. Ca J-N-L____ DARRIN M. COKER CITY ATTORNEY • • Exhibit "A" Resolution No. R2O12-2 Everbridge, Inc. Service Agreement This Service Agreement Agreem t")is�rntered into by and kjetween Everbridge carriers, but cannot guarantee delivery of the messages to the recipients. Final Inc. ("Everbridge"), andC e "Customer), on `�.wrAei lO 20 r Z delivery of messages to recipients is dependent on and is the responsibility of the (the"Effective Date"). Eve ridge and Customer are each hereinafter ometimes designated public/private networks or carriers. referred to as a"Party"and collectively,the"Parties." THE PARTIES AGREE TO THE FOLLOWING TERMS AND CONDITIONS 3.2 Customer Responsibilities. GOVERNING THE USE OF EVERBRIDGE'S SERVICE: (a) Customer is responsible for all activities that occur under 1. DEFINITIONS. As used herein, the following terms shall have the Customer's account. Customer shall: (i) provide Everbridge with the Customer meanings ascribed to them as set forth below: Data for Members that Customer and Customer's authorized users want to "Everbridge Technology"includes,without limitation,the Software,all proprietary communicate with using the Service; (ii) provide Everbridge with this Customer technology(including software, hardware, products, processes, algorithms, user and in a form and formats for the by Everbridge, if nt required; (iii) reliability, sole interfaces, know-how, techniques, designs, and other tangible or intangible and appropri appropriateness of all for the r Data; (iv))main integrity,arco, legally, rustome, technical material or information)made available to Customer through the Service and at provides to Everbridge;erb i Customer Data; (ce maintain a copy of all and ste the Data it provides to Everbridge;(v)designate certain Users to access ad use the or otherwise in connection with this Agreement. "Applicable Law" means any Service on Customer's behalf; (vi) ensure that Users shall at all times use the domestic or foreign law(statutory,common, or otherwise),order,writ, injunction, Service in accordance and in compliance with this Agreement, and the AUP, as decree, award, stipulation, ordinance or administrative doctrine, ordinance, each may be updated periodically by Everbridge; (vii) prevent unauthorized equitable principle,code,rule,regulation,executive order,request,or other similar access to, or use of, the Service, and notify Everbridge promptly of any such authority enacted,adopted, promulgated, or applied by any Governmental Body, unauthorized use and,notwithstanding anything to the contrary in this Agreement, each as amended including,without limitation,the Telephone Consumer Privacy Everbridge shall have no liability for any losses,damages, claims, suits or other Act (TCPA, 47 USC Section 227) and implementing Federal Communications actions arising out of or in connection with such unauthorized or improper use of Rules(47 CFR 64.1200),the CAN-SPAM Act(15 USC Section 7701 et seq.)and the Service by Customer,Users or Members;and(viii)comply with all Applicable the FCC's implementing rules (47 CFR Section 64.3100, with respect to Laws; (ix)cause such number of its employees, as determined by Customer,to communications to wireless devices)(47 CFR 64.3100), and the Federal Trade undergo initial setup and training, as set forth in the Quote; (x) not cause any Cpmmission's implementing rules (16 CFR Section 316.3, with respect to disturbances, outages or take any other actions that may adversely affect the communications to computers). "AUP" means the Acceptable Use Policy of Service; and (xi) be responsible for, and/or its Users shall be responsible for, Everbridge,available at http://www.everbridoe.com/aup,as may be amended from payment of any service fees,text messaging fees,and any other third party fees time to time to time. "Customer Data" means the names and contact paths for or expenses,associated or incurred in connection with,the access or use of the Members,and any and all electronic data provided by Customer to Everbridge in Service by Customer and/or its Users. Customer acknowledges that it is solely connection with the use of the Service. "Governmental Body" means any responsible for the content of any information that it makes available through the legislature, agency, bureau, branch, department, division, commission, court, Service and that Everbridge will not, except as otherwise expressly herein set tribunal,magistrate,justice,multi-national organization,quasi-governmental body, forth,monitor Customer or Customer's use of the Service to examine the content or other similar recognized organization or body of any federal, state, county, passing through it. Notwithstanding anything to the contrary in this Agreement,in municipal,local,or foreign government or other similar recognized organization or no event shall Everbridge be liable to Customer,a Member or any other third party body exercising similar powers or authority. "Intellectual Property Rights" for any failure on the part of Customer to fulfill its responsibilities pursuant to this means patented or unpatented inventions, patent applications, patents, design Section 3.2 and Everbridge expressly disclaims any liability arising therefrom. rights,copyrights,trademarks,service marks,trade names,domain name rights, mask work rights,know-how and other trade secret rights,and all other intellectual (b) Customer agrees to: (i)provide true, accurate, current, up- property rights, derivatives thereof, and forms of protection of a similar nature to-date and complete Customer Data and information about itself;and(ii)maintain anywhere in the world. and promptly update the Customer Data to keep it true, accurate, current and "Member" or "Members" shall mean Customer's employees, agents, complete,the failure of which shall not impose or create any liability or obligation on the part of Everbridge. If Customer authorizes Everbridge to do so,Customer's representatives,clients,customers,subscribers,members and/or other persons or Members will be allowed access to their personal Customer Data to make entities whom Customer may wish to contact using the Service, provided, modifications or changes thereto. If Customer or any Member provides any however,that each Member Record, if more than one for any Member, shall be information that is untrue, inaccurate, not current or incomplete, Customer deemed to represent a separate Member for all purposes hereunder. "Member understands, acknowledges and agrees that any notifications sent utilizing the Record"includes,without limitation,the Customer Data for a Member. "Quote" Service may not reach the intended Member. means the description of Services purchased by Customer, subject to the terms and conditions hereof, which is attached hereto as Exhibit A and incorporated (c) Customer may designate up to the number of Users herein by this reference. "Software"means the computer source code and object permitted under its account,which corresponds to the level of Service purchased code,including,without limitation,the software,provided or used by Everbridge in by Customer as set forth in the Quote. Customer shall be responsible for the connection with the Service provided hereunder. "Users" means Members, confidentiality and use of its Users'identifications and passwords. Customer shall Customer's employees, consultants,contractors or agents who are authorized to be responsible for all electronic communications (including maintenance of use the Service and have been supplied user identifications and passwords by Customer Data) and the sending of messages to Members ("Electronic Customer(or by Everbridge at Customer's request). Communications") entered through or under a User's identification and/or 2. SERVICE. Subject to the provisions of this Agreement, Everbridge shall password(s). Everbridge will act as though any Electronic Communications sent provide Customer access to the service utilizing the Software, applications and by Customer shall comply with Applicable Law, and shall have been sent by an services that comprise the Everbridge Mass Notification System ("System"), an authorized User,and shall be permitted to rely thereon for all purposes. Customer automated system for delivery of messages to multiple Members via multiple agrees to immediately notify Everbridge if it becomes aware of any loss or theft of communication paths, and for processing responses thereto, as set forth in the a User's identification and/or password(s)or any unauthorized use of the Service Quote(the"Service"). Unless explicitly stated otherwise, any new features that and/or identification and/or password(s)used in connection therewith. augment or enhance the current Service, including any new Service, will be 4. Use Guidelines. Customer shall use the Service solely for its internal subject to the provisions of this Agreement. Everbridge shall make the Service business purposes as contemplated by this Agreement and shall not: (i)license, available to Customer pursuant to the terms and conditions set forth in this sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or Agreement. Customer agrees that its purchase of the Service is not contingent otherwise commercially exploit or make the Service available to any third party, upon the delivery of any future functionality or features, nor is it dependent upon other than as contemplated by this Agreement;or(t)use the Service in violation any oral or written public comments made by Everbridge with respect to future of the AUP or Applicable Law. functionality or features. 5. TERM. This Agreement will commence on the Effective Date and will 3. USE OF THE SERVICE. continue in force for three(3)years. 3.1 Everbridge Responsibilities. Everbridge shall: (i)in addition to 6. TERMINATION;SUSPENSION. its confidentiality obligations pursuant to Section 10, not use, edit or disclose to any party other than Customer,the Customer Data,unless otherwise required by 6.1 Termination by Either Party. During the Term of this Agreement, a Governmental Body; (ii) use commercially reasonable efforts to provide the either Party may terminate for cause, upon the other Party's failure to meet its Service herein contemplated; (iii)use commercially reasonable efforts to provide contractual obligations contained herein,provided that(i)the non-breaching Party support for the Service, except for: any unavailability caused by circumstances sends written notice to the breaching Party describing the breach in reasonable beyond Everbridge's reasonable control,including without limitation, acts of God, detail; (ii)the breaching Party does not cure the breach within thirty (30) days acts of government,flood,fire,earthquakes,civil unrest,acts of terror,strikes or following its receipt of such notice (the "Notice Period"); and (iii)following the other labor problems, computer,telecommunications, Internet service provider or expiration of the Notice Period, the non-breaching Party sends a second written hosting facility failures or delays involving hardware, software or power systems, notice to the breaching Party indicating the non-breaching Party's election to and network intrusions or denial of service attacks, in each case,which are not terminate this Agreement. within Everbridge's possession or reasonable control. The Everbridge System delivers messages for supported contact paths to the public/private networks and EBSASTD060811 Page 1 of 3 • • 6.2 Termination,Suspension by Everbridge. In the event Customer (b)use the Software and the Service solely for the benefit of Customer(each a fails to pay any fees or charges within thirty(30)days of the due date,Everbridge Permitted Contractor"). Customer shall be liable to Everbridge for any breach of may terminate this Agreement and/or the Service, at Everbridge'sole discretion. the terms of this Agreement by any of its Permitted Contractors to the same extent Termination for non-payment shall not relieve Customer' of its responsibilities that Customer would be liable hereunder had it committed the same breach. under this Agreement including,but not limited to,its obligation to the pay the fees 9.3 Reservation of Rights. Other than as expressly set forth in this accruing under or with respect to this Agreement for periods prior to or following Agreement, no license or other rights in or to the Everbridge Technology or such termination. In furtherance of, and not in limitation of the foregoing, Intellectual Property Rights therein are granted to Customer,and all such licenses Everbridge may, at its option, suspend the Service or terminate this Agreement, and rights are hereby expressly reserved.In furtherance of,and not in limitation of effective upon notice,should Customer's or a User's use of the Service(i)violate the foregoing, Everbridge owns all rights,title and interest, including any and all the provisions of Section 3.2 hereof,or(ii)in the event Customer fails to pay any related Intellectual Property Rights, in and to Everbridge Technology and the fees or charges when due. In the event of a suspension of the Service, Service and any suggestions, ideas, enhancement requests, feedback, Customer's account shall not be reactivated until such time as Customer shall be recommendations or other information provided by Customer or a User,relating to in compliance with the AUP, Section 3.2 and/or shall have paid all past due the Service. Customer acknowledges and agrees that Everbridge will retain all amounts,as the case may be, plus Customer shall have paid a reconnection fee right, title and interest to bench marking data, abstracted derivative data, of$1,000. transactional,performance data and metadata(but not to Customer Data)related 7. PRICING. As consideration for the Service,and subject to the other terms to use of the Service or the Software and the Service which Everbridge may 7.this Agreement,,As consideration pay or the fees set,forth in the Quote e(other terms s If aggregate, benchmark and collect in such a way as to not allow identification of Customer exceeds the minutes usage and/or Member count as specified in the Customer or a User use lu does not use optimization and product or Users or Quote, then, Everbridge reserves the right to annually review the minutes and provided that aueh us chap net reveal the identity of Customer or Users or Member usage and invoice Customer as necessary at the current rates and specific Software use characteristics Data").This at eey be identified sa to Customer Customer shall pay within 30 days of invoice. Fees for professional services, if (collectively,the Customer any rig rights f Ti Agreement is not a sale and does not applicable,shall be set forth in a SOW. Notwithstanding anything to the contrary convey to Cectomer any rights o ownership in or related to the Service, in Section 5 or elsewhere in this Agreement, the Pricing shall be automatically Everbridge however,that as Intellectual t v bidge Property Rights owned Customer Comer Everbridge, increased by five percent (5%) for the first Renewal Term following the Initial Provided, Transactional that as Data shall Everbridge and Customer,all Customer Data Term,and for each successive Renewal Term thereafter. that is not Transactional Data shall be owned exclusively by Customer. 10. CONFIDENTIAL INFORMATION. 8. PAYMENT TERMS;TAXES. 10.1 Definition; Protection.As used herein, "Confidential Information" 8.1 Payment. Unless otherwise set forth in Exhibit A, Everbridge shall means all confidential and proprietary information of a party ("Disclosing Party") invoice Customer in advance for the Initial Term and annually in advance for any disclosed to the other party("Receiving Party"),whether orally or in writing,that is Renewal Term. All payments, including, without limitation,fees for professional designated as confidential or that reasonably should be understood to be services,shall be made within thirty(30)days from the date of invoice. If any fee confidential given the nature of the information and the circumstances of is not paid within thirty(30)days after it is due,in addition to any other rights and disclosure,including the terms and conditions of this Agreement(including pricing remedies that Everbridge may have hereunder (including, without limitation, and other terms reflected herein and in all Order Forms hereunder),the Customer pursuant to Section 6.2),Everbridge reserves the right to charge interest at a rate Data, the Service, the Everbridge Technology and Intellectual Property Rights of one and one-half percent (1Y2%) per month or the highest rate allowed by therein, business and marketing plans, technology and technical information, Applicable Law,whichever is lower. product designs,reports and business processes.Confidential Information(except 8.2 Taxes.Unless otherwise provided for in Exhibit A,or in a SOW,as for Customer Data) shall not include any information that: (i) is or becomes the case may be, Everbridge's Pricing and fees for professional services do not Disclosing known to was known to without Receiving e v of any obligation owed ur the include any local, state, federal or foreign taxes, levies or duties of any nature the Disclosing ing P Party was t breach h of any oblti Party prior to its disclosure by ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes the ws independently Party without developed by any oeig ving owed to the Disclosing Party; based on Everbridge's income. If Everbridge has the legal obligation to pay or obligation was ind dDv closin bP toy Receiving(i vi is Party edfrot breach third of any collect Taxes for which Customer is responsible under this section, the without tiob owed of the Disclosing Party; or (iv) is received from a tRrd party appropriate amount shall be invoiced to and paid by Customer unless Customer Party all not is any obligation Confidential to the Disclosing Party. The Receiving provides Everbridge with a valid tax exemption certificate authorized by the Party y pu not disclose or use any Conhis Agreement,Imam,except Information the Disclosing he Disclosing Pang appropriate taxing authority. for any purpose outside the scope of this Agreement,ep with the Disclosing Party's prior written permission.Each party agrees to protect the confidentiality of 9. PROPRIETARY RIGHTS. the Confidential Information of the other party in the same manner that it protects 9.1 Grant of License. Everbridge hereby grants to Customer,during the confidentiality of its own proprietary and confidential information of like kind, the Term, a non-exclusive, non-transferable right to use the Service, solely for but in no event shall either party exercise less than reasonable care in protecting Customer's own internal business purposes,subject to the terms and conditions of such Confidential Information. If the Receiving Party discloses or uses (or this Agreement. Upon suspension of the Service as herein contemplated,or upon threatens to disclose or use)any Confidential Information of the Disclosing Party termination of this Agreement for any reason, all licensed rights granted to in breach of this Section 10,the Disclosing Party shall have the right,in addition to Customer pursuant to this Agreement shall terminate immediately,and Customer any other remedies available to it, to seek injunctive relief to enjoin such acts, it shall promptly discontinue all further use of the Service. being specifically acknowledged by the parties that any other available remedies are inadequate. In furtherance of,and not in limitation of anything set forth in this 9.2 Restrictions. Customer will not: (i) copy, modify, port, adapt, Section 10 or elsewhere in this Agreement, the terms and conditions of this translate, localize, reverse engineer, de-compile, disassemble or otherwise Agreement shall be Confidential Information of Everbridge. attempt to discover the source code of the Software,the Service or any portion 11. WARRANTIES&DISCLAIMERS. thereof for any purposes, including, without limitation, to(x) build a competitive product or service; (y)build a product using similar ideas,features,functions or 11.1 Warranties. Customer represents and warrants that it has the graphics of the Service; or(z)copy any ideas,features,functions or graphics of legal power to enter into this Agreement and shall perform the responsibilities the Service;(ii)create derivative works based on the Software,the Service or any required by it pursuant to Section 3.2. By purchasing the Service, Customer portion thereof or merge any of the foregoing with any third party software or authorizes Everbridge to collect,store and process Customer Data subject to the services; (iii) remove, obscure or alter any proprietary notices or labels on the terms of this Agreement. Customer shall ensure that, during use of the Service, Software, or any portion of the Service; (iv)transfer, lease, assign, sublicense, Customer shall have a privacy policy that clearly and conspicuously notifies the pledge, rent, share, distribute or allow any lien or encumbrance to be placed on Members of the way in which Customer Data shall be used. Customer represents the Service or Software or any portions thereof; (v) disclose the results of any and warrants that the collection, storage and processing of such Customer Data, performance, functional or other evaluation or benchmarking of the Software or and the use of the Service,as provided in this Agreement,will at all times comply Service; provided, however, Customer may distribute the reports and other data with(i)its own policies regarding privacy and protection of user information;and generated by the Service (excluding any Everbridge intellectual property or (ii)all Applicable Laws,including those related to processing,storage,use,reuse, confidential information included therein);(vi)use the Software,the Service or any disclosure,security,protection and handling of Customer Data. portion thereof to provide services to any third party or for the benefit of any third 11.2 Disclaimer. Except as expressly provided herein, Everbridge party,including,without limitation,any entity or individual that markets,distributes makes no warranty of any kind,whether express,implied,statutory,or otherwise. or provides notification software or services; (vii)create Internet"links"to or from Everbridge hereby specifically disclaims all implied warranties, including any the Service, or"frame"or"mirror" any content forming part of the Service, other warranty of merchantability or fitness for a particular purpose, to the maximum than on Customer's own intranets or otherwise for its own internal business extent permitted by Applicable Law. purposes; (viii) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the 12. PROFESSIONAL SERVICES. Everbridge may provide professional Software;or(ix)permit access to the Software,the Service or any portion thereof services to Customer from time to time. Such professional services shall,unless by any third party other than Customer's Users who(a)are bound by the terms of otherwise expressly therein set forth,be provided in accordance with,and subject a written agreement with Customer which will protect Everbridge and its to, the provisions hereof and any additional terms related thereto which are set Intellectual Property Rights in a manner no less protective as the terms hereof and forth in a Statement of Work("SOW"). EBSASTD060811 Page 2 of 3 s • Party. Notwithstanding the foregoing,any reports or other deliverables herein set 13. INDEMNIFICATION. forth or in a Transaction Document may,to the extent practicable,be delivered by 13.1 By Customer. Customer to the extent allowed by law, shall Everbridge to Customer by electronic transmission (email) or by facsimile, in defend, indemnify and hold Everbridge harmless against any loss or damage addition to the any other means herein provided for. Annual invoices shall be sent (including reasonable attorneys'fees)incurred in connection with any claims,suits to the following Customer's contact and address: or proceedings("Claims")arising as a result of a breach of this Agreement. JCUSTOMER ACCOUNT PAYABLE DEPT1 13.2 By Everbridge. Everbridge shall defend, indemnify and hold JATTENTIONI Customer harmless from and against any Claim against Customer,but only to the JCUSTOMER MAILING OR EMAIL ADDRESSI extent it is based on a Claim that the Service directly infringes an issued patent or other intellectual property right of a country in which the Service is actually 15.6 No Third-Party Beneficiaries. There are no third-party provided to Customer. If the Service is held to infringe and the use enjoined, beneficiaries to this Agreement. Everbridge shall have the option,at its own expense,to procure for Customer the right to continue using the Service;or replace same with a non-infringing service; 15.7 Entire Agreement.This Agreement,the Exhibits,agreements and or modify such Service so that it becomes non-infringing.Everbridge shall have no documents referenced herein and therein, and the AUP, (the "Transaction liability for any infringement of patents, copyrights, or other intellectual property Documents")constitute the entire agreement between the Parties and supersedes rights resulting from Customer content,use of the Service other than as specified any and all other agreements and understandings between Everbridge and in relevant Everbridge documentation, or use of the Service with products or Customer,whether oral or written,with respect to the subject matter hereof.This services not supplied by Everbridge. Everbridge's indemnification obligations Agreement and, except as otherwise herein provided for, the Transaction hereunder shall not apply to the extent that any warranty claim or demand for Documents,shall not be modified or amended in any manner except by a writing indemnification arises as a result of or is caused by (i) any unauthorized use, signed by authorized representatives of both Parties. Nothing contained in a reproduction,or distribution of the Service or Software;(ii)any use of the Service Transaction Document shall,except as otherwise herein provided for,modify any or Software in combination with other products,equipment, software,or data not of the express terms or conditions set forth in this Agreement,and if any provision supplied by Everbridge;(iii)any use,reproduction,or distribution of any release of in a Transaction Document conflicts with a provision of this Agreement, such the Service or Software other than the most current release made available to conflict shall be resolved in favor of this Agreement,unless the provision of such Customer,or(iv)any modification of the Service or Software by any person other Transaction Document expressly provides otherwise. than Everbridge. 15.8 Marketing. Customer agrees to be referenced as an Everbridge 14. LIMITATION OF LIABILITY. In no event shall either Party have any liability customer in a press release within thirty (30) days of the Effective to the other Party for any loss of use,interruption of business,or any lost profits, Date. Expenses related to the creation and distribution of this press release will loss of use, costs of procurement of substitute goods or services, or for any be borne by Everbridge. indirect, special, incidental, punitive, or consequential damages however caused 15.9 Survival. Sections 1, 3, 4, 5, 6, and Sections 8 through 15 shall and,whether in contract,tort or under any other theory of liability,whether or not survive the expiration or earlier termination of this Agreement. the party has been advised of the possibility of such damage. Notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's 15.10 Counterparts. This Agreement and any Transaction Document aggregate liability,however arising out of or related to this Agreement,whether in may be executed in one or more counterparts, all of which together shall contract,tort or under any other theory of liability,exceed amounts actually paid constitute one original document. In lieu of the original, a facsimile transmission by Customer to Everbridge hereunder during the 12 month period prior to the or copy of the original shall be as effective and enforceable as the original. event giving rise to any liability of Everbridge as contemplated by this Agreement. 15. MISCELLANEOUS. 15.11 Export Compliant. Neither party shall export,directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any 15.1 Non-Solicitation and Non-Interference. As additional protection product utilizing any such data to any country for which the U.S. Government or for Everbridge's proprietary information,for so long as this Agreement remains in any agency thereof at the time of export requires an export license or other effect, and for one year thereafter, Customer agrees that it shall not, directly or governmental approval without first obtaining such license or approval. indirectly, solicit, hire or attempt to solicit any employees of Everbridge. In the event that Customer hires any such employee (whether as an employee or consultant or otherwise engages the services of such employee),Customer shall IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly pay to Everbridge an amount equal to 100%of the total first-year compensation executed as of the date set forth above. which Customer pays such individual as a fee,salary,or other compensation. 15.2 Waiver;Severability.The failure of either Party hereto to enforce EVERBRIDGE,I� at any time any of the provisions or terms of this Agreement, or any rights in / respect thereof,or the exercise of or failure to exercise by either Party any rights By: _,Iran1111111111111 or any of its elections herein provided, shall in no way be considered to be a Print Name:7 MIL--—LauJs. `s waiver of such provisions, terms, rights or elections or in any way to affect the Title:\11 et. Lti&v_. validity of this Agreement. If any of the provisions of this Agreement, or portion Date: '` thereof,are held invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement. In such event, the Parties shall Address: negotiate, in good faith, a substitute, enforceable provision which most nearly 505 N.Brand Blvd.,Suite 700 affects their original intent in entering into this Agreement,failing which the Parties Glendale,CA 91203 agree that the governmental body, arbitrator, or mediator making such determination shall have the power to modify the provision in a manner consistent [NAME OF C T•P.•• with its objectives such that it is enforceable, and/or to delete specific words or ✓ jL� phrases, and in its reduced form, such provision shall then be enforceable and By: � ' / shall be enforced. Print Na �Li- EISf.>✓ 15.3 Assignment. Neither this Agreement nor any rights granted Title: C rsY AAA 0.0 -Er2 hereunder may be sold, leased, assigned(including an assignment by operation Date: \f o.(r of law),or otherwise transferred, in whole or in part, by Customer,and any such attempted assignment shall be void and of no effect without the advance written Address: 35lq Lt Li"! e)A. consent of Everbridge,such consent not to be unreasonably withheld. P E AR un.�y r7>< r'►S�1 15.4 Governing Law; Attorney's Fees. This Agreement shall be governed exclusively by the laws of the State of Texas. The state courts located in Brazoria County, Texas shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each Party hereby consents to the exclusive jurisdiction of such courts. If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement,the prevailing Party shall be entitled to recover reasonable attorneys'fees and costs. 15.5 Notices.All notices,consents and approvals under this Agreement must be delivered in writing (i) by courier, or(ii) by certified or registered mail, (postage prepaid and return receipt requested),to the other Party at the address set forth below, and will be effective upon receipt or three business days after being deposited in the mail as required above, whichever occurs sooner. Either Party may change its address by giving notice of the new address to the other EBSASTD060811 Page 3 of 3 • everbridge Glendale CA 91203 USA 700 f 888,484.2298 www.ever6ridge.com QUOTATION Quote Number:00002925 Confidential 1 of 3 Exhibit A Prepared for: Bob Pearce Quotation Date: December 29,2011 City of Pearland,TX Quote Expiration Date: January 31,2012 Contract Period: 3 Years (281)652-1668 Payment Terms: Net 30 bpearce©ci.pearland.tx.us Rep: Matthew Ward (818)230-9785 matthew.ward@everbridgemail.com Setup&Implementation g_q Product Sales Price Extended Price 1 Everbridge SmartGIS for Citizen Alerts Set Up Fee-Unlimited-(up to 37,000 $0.00 $0.00 Households/Businesses) 1)Dedicated Implementation Specialist/Project Manager 2)Everbridge SmartGIS administrative setup and configuration 3)Identification and set-up of Organizational Defaults 4)Prototype and demonstration of expected usage and configuration 5)Access to Client Success Self Service Portal including Best Practices Library 6)Initial upload and Geo Coding of a single data source or optional White Page Data if needed 7)Set up and Configuration of 1 Layer Onsite Training is an Optional Fee— 1 Aware Set Up Fee(up to 2,500 Members) $0.00 $0.00 1)Dedicated Implementation Specialist/Project Manager 2)Everbridge Aware administrative setup and configuration 3)Identification and set-up of Organizational Defaults 4)Access to Client Success Self Service Portal including Best Practices Library 5)Assistance with Data Management/Upload 6)One custom training session(online) —Onsite Training is an Optional Fee— INCLUDED AT NO ADDITIONAL COST WHEN PURCHASED WITH SMART GIS • • everbridge Glendale CA 91203 USA 0 t 818284,2299 www.ever6ridge.com QUOTATION Quote Number:00002925 Confidential 2 of 3 Exhibit A Annual Subscription f t Product Sales Price Extended Price 1 Everbridge SmartGIS for Citizen Alerts Annual Fee-Unlimited-(up to 37,000 $22,000.00 $22,000.00 Households/Businesses) Plan Inclusions: 1)Unlimited System Use-All Contact Types(phone,email,SMS,fax,IM,pager and other types as supported) 2)Up to 35 Contact Paths Per User 3)Ongoing web training sessions 4)Polling Notifications with Call Transfer and Data Collection 5)Saved shape library 6)Real Time Confirmation of Human Receipt 7)Custom Caller-ID/Sender Email(Variable Per Broadcast) 8)Text to Speech Conversion 9)Stop Broadcast 10)Real Time Message Status Dashboard 11)100%Custom Ad-Hoc Reporting 12)24/7 Live Operator/Customer Service 13)5 Live Operator Access Included With Plan 1 Aware Annual Fee(up to 2,500 Members) $0.00 $0.00 Plan Inclusions: 1)Unlimited Administrators/Group Leaders System Access 2)Unlimited Groups and Sub-Groups 3)All Contact Types(phone,email,SMS,fax,IM,pager and other types as supported) 4)Up to 35 Contact Paths Per User 5)Real Time Confirmation of Human Receipt 6)Polling Notifications 7)Conference Call Notifications 8)Quota Notification 9)Scenario Manager-Pre-plan Multiple Messages in One Scenario 10)Custom Caller-ID/Sender Email(Variable Per Organization) 11)Text to Speech Conversion 12)Message escalation-3 levels 13)Stop Broadcast 14)Real Time Message Status Dashboard 15)100%Custom Ad-Hoc Reporting 16)24/7 Live Operator/Customer Service 17)5 Live Operator Access Included With Plan INCLUDED AT NO ADDITIONAL COST WHEN PURCHASED WITH SMART GIS Additional Service Options gty Product Sales Price Extended Price 1 AutoWarn&Citizen WeatherAlert Beta $2,500.00 $2,500.00 Per each defined geographic location(per physical location). National Weather Service warnings with initial notice of issuance and an all-clear.No intermediate updates. Tornado Warning,Tornado Watch,Severe Thunderstorm,Flood and Flash Flood are included in the base package. Additional National Weather Service bulletins can be provided for an additional fee. • • A 505 N Brand Blvd,Ste 700 t 888.366.4911 www.everbridge.com everbridge Glendale CA 91203 USA t 818.484.2299 QUOTATION Quote Number:00002925 Confidential 3 of 3 Exhibit A Pricing Summary: Year 1: $24,500.00 Year 2: $24,500.00 Year 3: $24,500.00 Grand Total: $73,500.00 1. Additional rates apply for all international calls. 2. Quote subject to terms&conditions of the Everbridge Services Agreement. 3. Successful delivery of text messages is dependent on the Member's SMS plan. 4. Customer is responsible for acquiring its Members'permission to use,store and download their contact information. 5. Additional annual subscription fees and/or usage fees will apply for Member counts or minute usage amounts beyond the limits outlined above. Quote is for an ANNUAL UNLIMITED USE system which includes: Unlimited use—all contact or call types—up to 35 paths per person:Phone(Home,Cell,Work,Other),SMS(SMPP and SMTP),email(multiple accounts per person),Pagers(one way,two way,TAP,Numeric and Alpha Numeric),Fax,IM(Instant Message)TTY/TDD as well as other paths as they become available Unlimited administrators Unlimited ongoing training All system updates Both Aware for employees and SmartGIS for Citizens Custom Citizen/Business Opt-in Page design and hosting(provides portal for collecting additional contact paths of citizens and businesses) Initial upload and Geo Coding of Commercial Phone Data(White Pages) Annual refresh of Commercial Phone Data Everbridge is a GSA approved vendor.Everbridge's GSA number is:GS-35F-0692P There is a 5%pre-pay discount if three years are paid up front Everbridge definition of a household: A household is a unique address—as an example 123 Apple Lane. A household may have more than one member register through the opt-in portal-for example 123 Apple Lane: Father registered with 6 contact paths(cell phone,work phone,SMS,work email,personal email,fax) Mother registered with 8 contact paths(work phone,instant messenger,SMS,work email,pager,home phone,cell phone,personal email) Child registered with 2 contact paths(SMS,cell phone) These unique profiles are collected through the opt-in and"layered"on top of the original home phone number uploaded with the initial White Page data. This entire profile still counts as 1 household. A business counts as 1 "household" Authorized by Everbridge: To accept this uote,sign,date and return: t( I t 120 11 1(1,312_ Si Date Authorized Signature Date MI�,YI6.-Lauru ��1� , vat �tvtpHCt� r`L CrS6�J C' it61• 46.g_ Print Name Title Print Name Title