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CONTRACT 3990I AmendmentAgreement No. 39901 Agreement No. 3990I EIGHTH AMENDMENT TO AGREEMENT NO.3990 BETWEEN THE CITY OF EL SEGUNDO AND EVERBRIDGE, INC. This Eighth Amendment ("Amendment") to Agreement No. 3990 ("Agreement") is entered into this 30th day of March, 2022, by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and EVERBRIDGE, INC., a Delaware corporation ("CONTRACTOR"). Exhibit A to the_ Agreement shall be deleted in its entirety and replaced with amended Exhibit A (attached hereto as Exhibit A). 2. The parties agree to amend the Agreement to increase the total amount of the Agreement by $5,222.56 for professional services during the Agreement's term, which is extended through March 29, 2023 unless otherwise terminated through the Agreement's terms. The parties agree to the terms of Quote Q-90861 (attached hereto as Exhibit B). 4. This Amendment may be executed in any number or counterparts, each of which will be an original, but all of which together constitutes one instrument executed on the same date. In accordance with Government Code § 16.5, the parties agree that this Amendment will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. Except as modified by this Amendment, all other terms and conditions of the Agreement remain the same. [Signatures on next page] -1- Agreement No. 39901 Agreement No. 3990I IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year first hereinabove written. ¢�. APPROVED AS TO FORM: MARK P. HENSLEY, CITY ATTORNEY Joaqui Vazquez, Depute ity Attorney INSURNCE REVIEW: Hank Lu, Risk Manager -2- EVERBRIDGE, INC. Chief Financial Officer Taxpayer ID No. 26-2919312 Agreement No. 39901 EXHIBIT A Additional Business Terms The following additional business terms are incorporated by reference into the Agreement as applicable based on the particular products and services described on the Quote. If Client is Ordering Nixle Products or Community Engagement, 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 orwww.nixfe.com for public facing communications to citizens, other public groups and public facing websites, including social media ( ,g.GoogieO, Facebook ) (collectively, "Public Communications"), (b) use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client's website in order to drive Contact opt -in registrations. Client further acknowledges and agrees that all personal information from individuals registering through such widget or a Nixle branded website is owned expressly by Everbridge and such information will be governed by the applicable Privacy Policy. Messaging Credits. The Solutions include units of usage ("Messaging Credits") for communications sent by Client through the Solutions to multiple Contacts via one or more communication paths ("Notifications"). No Messaging Credits shall be required to send Notifications by push notification (Everbridge mobile application), by email or by pager. If Client's use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be purchased separately. • SMS Text messages: • For messages that contain only GSM characters, each 153 characters or portion thereof. ■ For messages that contain any non -GSM characters, each 67 characters or portion thereof. • GSM characters include only characters in the GSM 7-bit default alphabet. ■ Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves the right to change the length of a single SMS Text message if telecommunication providers update these amounts. • Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: One minute per TTY message. • Fax: Per page transmitted. Role -based Limits. If Client exceeds any role -based limits (such as the number of Contacts, Resolvers or authorized users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role -based numbers as of the date that the overage began. Payment shall be at the role -based number rate in the Quote and shall be paid for the duration of the term of such Quote. 4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity -based or other limitation on usage of the Solutions, then Client's use of the Solutions is expressly limited to Contacts who are based in such geographic area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client's use of the Solutions with any Contacts who are not included within such limitations shall constitute a material default under this Agreement and shall subject such Client to additional charges for such unauthorized usage. Data Feeds. Client shall not use any automated device, computer program, software, tool, algorithm, bot or similar process to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge. Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data Feeds, the content such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from (a) any inaccuracies or failures with respect to such Data Feeds or (b) any actions taken by Client as a result of its use of the Solutions or its content. All Data Feeds are provided solely as a convenience and do not constitute an endorsement by Everbridge. The sole and exclusive remedy for any failure, defect, or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due. "Data Feed" means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence) or publicly -available information that Client accesses on the Internet while using the Services. Agreement No. 39901 Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed Terms and Conditions found at htt s://www.everbrid e.com/w-contentlu loads/Data-Feed-Terms-and- nditions-Oct- 201�, 6. Resident Connection Data. If a Client is a governmental entity and is purchasing Resident Connection Data, Everbridge provides to Client a limited, non-exclusive, non -transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident Connection Data") in connection with emergency notifications sent through the Everbridge Solutions. Resident Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement. 7. Incident Management/IT Alerting. If a Client is purchasing the Incident Management or IT Alerting Solution, (a) Clients may only designate the number of Users set forth on the Quote, and such individuals shall only have the access rights pursuant to such designation and role; (b) "Incident Administrators" are authorized by Client as an administrator for the Incident Management or IT Alerting Solution components and are typically responsible for the configuration of IT Alerting as well as managing and reporting on Incidents ; (c) "Incident Operators" are authorized by Client as an operator of the Incident Management or IT Alerting Solution and are typically responsible for launching/managing Incidents; and (d) "Group Managers" shall have the ability to build, manage and/or participate in on -call schedules to receive IT related notifications. Everbridge may limit or throttle Client's automated use of the Incident Management or IT Alerting Solution in order to protect the stability and security of the Solution. Secure Messaging. If a Client is purchasing peer to peer secure messaging solutions ("Secure Messaging"), Everbridge shall comply with all applicable privacy laws, including in the United States, the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), the Gramm -Leach -Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. For clients based in the United States, our Secured Messaging products for healthcare are subject to our Business Associate Agreement, available at ht1ps://wAy.everbrid e v ln-contenUy loads/201Sf07/Busines -Associate-Form-Ikd-v1- 7,7.15.odf, which is incorporated and made a part of this Agreement. Client acknowledges and agrees that Secure Messaging solutions are intended to deliver non -critical, non -emergency messages between users as a convenience to facilitate communications and are not intended for or suitable for use in situations where a failure or time delay of, or errors or inaccuracies in, the content, data or information provided through the services could lead to death, personal injury or property damage. w If Client is using the solution to send non -emergency calls, text messages or emails to consumers, Client expressly agrees to comply with applicable consumer protection laws, including in the United States, the Telephone Consumer Protection Act of 1991, including its implementing regulations, and in the CAN-SPAM Act of 2003, and any other similar laws and regulation (collectively, "Consumer Protection Law"). Client shall not violate these or others applicable laws and warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at htt :l/mma lobal.com/ olicies/code-of-conduct. Agreement No. 39901 Aleverbridge EVERBRIDGE MESSAGING CREDITS SYSTEM INCLUSION For the Critical Event Management, Mass Notification, Safety Connection, IT Alerting, Crisis Management and Community Engagement Solutions, Clients will have access to an annual allowance of Messaging Credits that can be used for Notifications. The specific number of Messaging Credits are included on the product Quote and are applied per Notification according to the table below. Messaging Credits shall be calculated and consumed as follows: Unit of Measure per email sent per mobile app per pager message per minute of per minute of the p per SMS message par TTY message per page sent notification sent the voice call voice call REGION NORTH AMERICA free free free 10 5 10 100 100 REGION 2: EUROPROPE free free free 40 30 40 100 100 ' REGIONS: SOUTH AMERICA free free free 190 40 190 100 100 REGION a: AFRICA free free free 400 50 400 .100 100 REGION 5z SIA free free free 70 30 70 ASIA 100 100 IREGIONfree free free 100 40 100 OCEANIA 100 100 REGIO MIMIDDLEDDLE EAST free free free 170 30 170 100 100 A single Notification consists of: • SMS Text: • For messages that contain only GSM characters, each 153 characters or portion thereof. • For messages that contain any non -GSM characters, each 67 characters or portion thereof. • GSM characters include only characters in the GSM 7-bit default alphabet. • Voice or Conference Voice: One minute or portion of a minute of the voice message, calculated on a cumulative basis per month, per destination country. • TTY: Per TTY call. • Fax: Per page transmitted. For example: • SMS Notification (containing 100 GSM characters) sent to 100 contacts in the United States would consume 500 Messaging Credits (100 contacts * 1 Notification/contact * 5 Messaging Credits per US SMS message). • Voice Notification (Each message = 30 seconds) sent to 500 contacts in France would consume 10,000 Messaging Credits (500 contacts * 30 seconds = 250 minutes of calls * 40 Messaging Credits per European Voice Call). • SMS Notification (containing 200 GSM characters) sent to 250 contacts in India and 2000 contacts in the United States would consume 35,000 Messaging Credits (250 contacts * 2 Notifications/contact * 30 Messaging Credits per Asian SMS message = 15,000 Messaging Credits) + (2000 contacts * 2 Notifications/contact * 5 Messaging Credits per US SMS message = 20,000 Messaging Credits) System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days' prior written notice to Client via the Everbridge Client Portal. Fora fill product description, along with best practices andproduct details please see the Everbridge User Guide. and Everbridge University. ,t? Everbridge, Inc, Confidential & Pi o p I ietaIy www.eve^rb idoe.com Rev. April2020 Resident Connection allows United States Local Government agencies to maximize the reach of their constituents by providing Immediate access to the resident and business database for the jurisdiction. Resident Connection has also been developed to help provide faster ways to communicate critical information in an imminent threat to life and property (life -threatening emergencies). The solution provides users with easy access to available resident and business contacts for their jurisdiction or custom area, including: + Integrated management of all your contacts within the Everbridge Mass Notification Suite + This life safety database contains verified contact names, addresses and phone numbers (Landline, VOIP, Wireless). Imminent Threat to Life notification protection for Wireless Data (SMS & VOICE) to prevent misuse in non -emergency notifications + All contacts contain at least one delivery method, and all have a geocoded address for list -based or map -based contact selections + Resident and business data automatically displayed on the map for quick, targeted notifications Usage + Resident Connection — Life Safety is available as a premium add -on to Everbridge Mass Notification Suite + Use of the mobile phone numbers is only permitted for "Imminent Threat to Life' notifications via SMS or Voice + Use of the landline phone numbers can be used for "Imminent Threat to Life" or non -emergency messages + Using Everbridge to send SMS, Voice, Fax, conference calls, TTY communications and notifications are subject to the Everbridge Credit Based Usage Policy System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days" prior written notice to Client via the Everbridge Client Portal. For a full product description. along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbddge.com 02021 Everbridge, Inc. Confidential & Proprietary Agreement No. 39901 SYSTEM INCLUSION - Confidential Key Features + Direct access to Resident Connection life safety contacts from within Everbridge Mass Notification Suite user interface + Leverage pre -loaded jurisdiction boundaries and POI data + Visualize contacts in Universe & Notification map + Resident and business contact search Set-up, Implementation and Support + Minor implementation is required at no charge. Your account manager will coordinate with our implementation team to activate this feature. + Available for United States government agencies delivering life safety communications only + Available for mass notification organizations only + Database is automatically updated monthly with no manual intervention. For a full product description, along with best practices and product details, please see the Everbridge User Guide and Everbridge University. System Inclusion Sheet may be updated by Everbridge with at least thirty (30) days' prior written notice to Client via the Everbridge Client Portal, For a full product description. along with best practices and product details please see the Everbridge User Guide and Everbridge University, www.everbridge.com 02021 Everbridge, Inc. Confidential & Proprietary 1 Agreement No. 39901 Exhibit B Aeverbridge' 15 > h G.. „u0 'dai o, � � , 9CI N�ae "3u. t 81 D Quotation Prepared for: Randal Collins Quote #: Q-90861 City of El Segundo, CA Date: 3/ 1/2022 Expires On: 3/29/2029/2022 350 Main St. Confidential El Segundo CA 90245 United States Salesperson: Joanna Burlison Ph: 317-412-5935 Phone: Fax: Email: joanna.burlison@everbridge.com Email: rcollins@elsegundo.org :ontract Summary Information: ;ontract Period: 12 Months :ontract Start Date: 3/30/2022 :ontract End Date: 3/29/2023 Contact Summary: Household Count: 6,669 Employee Count: Qty Description Price 1 Mass Notification Pro USD 3,972.56 1 Calculated Set Up Fee USD 0.00 5 Proserve - Consulting Services Remote Delivered USD 1,250.00 Pricing Summary: Year One Fees: USD 3,972.56 One-time Implementation and Setup Fees: Professional Services: USD 0.00 USD 1,250.00 Total Year One Fees Due: USD 5,222.56 Messaging Credits Summary: Initial Credits Allowance Additional Credits Purchased Total Credits Year 1 500,000 10 500,000 Page 1 of 2 Agreement No. 39901 1. Quote subject to the terms and conditions of the Master Services Agreement, including any amendments and exhibits thereto executed by Everbridge, Inc. ("Everbridge") and the City of El Segundo ("City"). 2. By signing this Quote you represent that you read, understand and agree that the Exhibit A to the Current MSA between Everbridge and the City listed above shall be deleted and replaced in its entirety with the Exhibit A included with this Quote. 3. The City's previous subscription term for the products listed expires on March 29, 2022 ("Previous Term") and under the terms of the Current MSA, such Previous Term is hereby renewed as a Renewal Term under section 4 of the Current MSA. 4. The City is attempting to enter into an updated master services agreement with Everbridge through the South Bay Cities Council of Governments ("SBCCOG") of which the City is a member Such an updated master services agreement ("Updated MSA") will not be ready for execution by Everbridge and SBCCOG before the Previous Term expires. As a result, Everbridge and the City agree to renew the Previous Term of the MSA for a Renewal Term of twelve (12) months, subject to the following conditions: (a) Upon full and mutual execution of the Updated MSA between Everbridge and the SBCCOG (with the City's participation in the Updated MSA approved by adoption of a City Council Resolution), the Current MSA will terminate without any further action of the City or Everbridge; and (b) Any unused fees paid by the City for Mass Notification as listed herein for the twelve (12) month Renewal Term will be prorated and applied to the Revised Quote for the City under the Updated MSA and fully credited to the City. 5. Messaging Credits listed above can be used for Notifications and expire at the end of each year. Consumption of Messaging Credits in excess of these amounts in any year will incur additional charges 6. Subject to sales taxes where applicable. Authorized by Everbridge: Signature: Name (Print): Phillip E. Huff To accept this quot Signature: Name (Print): Date: 3/21 /2022 Title: Chief Accounting Officer Date; .Z - - , v 2 2 Title: 155 North Lake Avenue, Suite 900 Pasadena, CA 91101 USA Tel: +1-818-230-9700 Fax: +1-818-230-9505 Page 2 of 2