CONTRACT 3990D AmendmentAgreement No. 3990D
Amendment to
Services Agreement
This Amendment ( "Amendment') to the service agreement by and between Evsnbridge, Inc., a Delaware corporation
( "Everbridge "), and the customer entity Identified on the applicable quote ('Customer") is effective as of the date of the Customer's
signature on the Quote (aa defined below). All capitalized terms used herein without definition shalt have their respective, meanings set
forth In the Agreement (as defined below),
WHEREAS, Everbridge and Customer previously entered Into a service agreement for the provision of mass notification
services (such agreement Including any previous amendments, referred to as the "Agreement');
WHEREAS, Everbridge has developed a now software platform with additional functionality and applications, and Customer
dealres to use the new platform for its mass notification service and /or other communication services;
WHEREAS, the Parties desire to amend the Agreement on and subject to the terms of this Amendment, and simultaneously
execute a quote pursuant to the migration to the now software platform (the "Quote);
NOW, THEREFORE, In consideration of the mutual covenants and promisee set forth below, and other good and valuable
consideration, the Parties agree to amend the Agreement as follows:
I=: The Term provision of the Agreement shall be deleted and replaced In Its entirety as follows:
TERM. This Agreement shall begin on the Effective Date and shall continue In effect until all underlying Quotas with
Customer have expired In accordance with the terms of such Quote(s), or if this Agreement Is terminated eadler as
provided herein. Services under an applicable Quota will begin as set forth In such Quote end shall continue for the
Initial tenor speoified therein ('Inlllal Service Term "). It a Quote contains Services added to an existing subscription,
such added Services shall be blued on a pro -rated basis and will be coterminous with the Initial Service Tenn or
applicable renewal Service term ( "'Renewal "Term'),, unless otherwise agreed to by the parttss.
2. Affiliates: The following language shall be added as a new section to the Agreement:
AFFILIATES, An Affiliate (as defined below) may make use of the Services hereunder to the same extent as Customer,
provided, that, the Affiliate 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 Affiliate, Solely as to the Agreement
between Everbridge and such Affillate, all references to "Customer " shaft rotor to such Affiliate upon execution of an
applicable Quote, Including those vAlh respect to liability and Indemnification, By executing a Quota each AffiNate
agrees to be bound by all the terms and conditions herein as to such Afflilsta. "Affiliate" means any entity which directly
or Indlrectly controls, is controlled by, or Is under common control with the subject entity, "Control", for purposes of this
definition of Affiliates, means (i) the ownership of greater than fifty percent (60%) of the voting power to elect directors
of the company, or (it) direct or Indirect ownership or control of more than 500A of the voting Interests of the subject
entity. An entity that otherwise quattftes under this definition will be Included Within, the meaning of " "Affiliate" evert though
It qualifies after the execution of this AreemenL
3. EnUM gMWMW. Immediately following the end of the Entire Agreement provision, the following language shall be added:
UNLESS THE PARTIES HAVE AGREED TO NEW TERMS IN 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,
4. j The Agreement Is amended to Include the Quote to which this Amendment Is attached as a new Exhibit.
5. The tern 'Member' Is replaced with the term "Contact" wherever It appears In the Agreement.
A. AddftWAWJA=: The Additional Terms attached hereto and Incorporated by this reference are added as the next sequential (e.g.,
A. B, C or 1, 2, 3) Exhibit to the Agreement,
7, HaglWpg TAttl%ta. All other terms and conditions of the Agreement remain In full force and effect as amended by this Amendment.
B. Authority Customer represents and warrants that it has all necessary legal authority to enter Into this Amendment for Itself and
on behalf of any of Its Affiliates that Eire parties to the Agreement or that have been using the system under the Agreement,
Agreement No. 3990D
EXHIBIT_
MI.,," ionatl 13usltroess Terms
The tollowing additional business terms are incorporated by reference Into the Agreement as applicable based on the particular
products and services descrOed on the Quote.
"Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Customer in connection with
the Service (e.g., real time weather system information and warnings, 911 data, third party maps, and situational intelligence).
"Incident Administrator" means an individual who is authorized by Customer as an organizational administrator for the Incident
Management or IT Alerting Service.
"Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management or IT Alerting
Service,
"Messaging Minute" means the unit of usage expended in sending notifications.
"Non - Priority Notifications" means communications sent by Customer through the Service to multiple Contacts via one or
multiple communications paths which are not characterized as Priority Notifications, and any Contact responses to such communications
or to any Priority Notifications.
"Priority Notifications " means communications sent by Customer through the Service to multiple Contacts via one or multiple
communication paths to advise Contacts of an immediate or expected emergency or fife- threatening condition or circumstance, but
excluding any Contact responses thereto. Priori't'y Notifications also include a reasonable number of test messages sent on a periodic
basis during an annual period.
1. Messaging Minutes. For Customers purchasing the Mass Notification Service, unless Customer has purchased "Unlimited Use'
minutes, Customers must purchase Messaging Minutes to send Non - Priority Notifications. No Messaging Minutes shall be
required to send United States domestic Priority Notifications, push notifications or emalt messages, Unused Messaging Minutes
expire at the end of the annual billing period under the applicable Quote, and are not refundable. If Customer has "Unlimited Use"
as identified on the applicable Quote, such unlimited use does not include instabridge minutes, or international usage, which must
be purchased separately,
2. Usage. Messaging Minutes shall be calculated as follows:
• For text messages, one Message Minute for each 146 characters or portion thereof.
For voice messages, one Message Minute per minute or portion of a minute of the voice message.
■ For instabridge minutes, one Message Minute per minute or portion of a minute of the voice call or message.
• Additional charges may apply for international notifications.
3. Auditing. F'or Custorers purchasing thus Mass Notification Service, Everbridge may, from time to time, monitor or audkt message
content to verify the characterization of messages as Priority Notifications If Customer has not chwacteriz ed a message
appropriately, Then Everbridge may characterize the message in its sole reasonable judgment, and apply Messaging Minutes for
surah message In accordance wilh the foregoing Usage allocations. Customer's inlentional mischaracterization of Priority
Notifications, or mhscharactefization of more than three Pdority! Notifications In a twelve -month period, shall constitute a material
default under this Agreement,
4. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or accesses
Data Feeds, such feeds are provided solely on an "AS 1S " and "AS AVAR -ABLE" basis and Everbridge disclaims any and all liability
of any kind or nature resulting from any Inaccuracies or failures with respect to such Data Feed& The sole and exclusive rernediy
for any failure, defect, or inability to access the content of such Data Feed shall be to teminate the Data Feed with no further
payments due.
5. Incident ManagementllT Alerting. For Customers purchasing the Incident Management or IT Alerting Service„ unless designated
as unlimited: (a) Customers 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 (a) Customer shall be provided the number of incident templates purchased
pursuant to the Quote, If Customer exceeds the number of Users or incident templates purchased, Customer shall be charged
the applicable fees then in effect for additional Users or Incident templates, as applicable.
G. Secure Messaging. For Customers purchasing peerto 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'), Health
Information Technology for Economic and Clinical Health Act ( "HITECH Act "), and the Gramm - Leach - Bliley and the Fair Credit
Reporting Act, as applicable. Any Business Associate Agreement executed in connection with this Agreement shall be
incorporated and made a part of tNs Agreement. Customer 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.
i�
Prepared Roben Tumbull
for City of El Segundo, CA
350 Mein Street
El Segundo, CA 50245
(310)524.2250
(310) 807 -9171
Rum bull (geleagundo.org
Contract Summary Information
Contract Porlod: Othor - See Noise
Contract Start Deter October 1, 2016
Contract End Date: September 30, 2016
MN Contacts up to: 280
MN Households up to: 10,000
Agreement No. 3990D
500 N Bond Blvd, Butte 1.000 tel: 888 360 4911 www,evarbridpe corn
Glendale. CA 91203 USA faK: BIB 484.2799
QUOTATION
Quote Number: 00021272
Confldentlel
I of 2
Quotation Date: April 16, 2018
Quote Expiration Dote: April 29, 2016
Rap: Ethel Olague
(818) 23D -8762
slhel,olegusCoverbrldgema II, com
ANNUAL SUBSCRIPTION •ties ottachod Product Inclusion Shestfe for product dotalls.
aw Unit Pries TotalPdal
Migration Credit One -Time 1 ($16,0D0.00) (416,01)0.00)
Everbrldge Mess Nodficetton (MN) with Unlimited Domestic Minutes Recurring 1 $161000100 $16,000,00
PREMIUM FEATURES! USAGE
figala Fee Two* 2w k a Isg
Everbrldga Additional Organization Recurring 4 $500,00 $000
Agreement No. 3990D
600 N Brand Blyd Suite 1000 tet 888 300 4811 www,evertrldge tom
A-�,_everbridge Glendale, CA 91203 USA tar; 818.484,2209
QUOTATION
Quote Number: 00021272
Confidential
2 oft
Pricing Summery:
Year One Fees':
$0.00
One -time Implomentallon and Set Up Fees:
$0,00
Total Year One Fees:
=0,00
Optional Years) Ongoing Annual Recurring Fees:
$15,000.00
I. Additional rates apply foir all International calls,
2, Quote subject to the terms and conditions of the service agreement, Including any amendments, executed between Everbrldge, Inc,
and the custaver listed sbova,
3. Subject to Was Was where epptl'cable.
4, Except for currency deoWnellon, the supplemental notes below, If any, supplied In this Quote are for Informational purposes and not
Intended to be fe0atly binding or override negotiated language of the Evarbrld0e Inc. Service Agreement,
('Year One Fees am the total of the first year annual subscription fees and any one -lime fees, I.e„ Professional Services.)
Supplemental Notes:
- Migration to be completed mid service term, The migration credit noted above Includes the services previously Invoiced for the 10/1/2016 -
9/30/201E service term,
l by Ifvaslsrld
Stgn ure Oaks
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Ow 10"m
The standard migration is right -sized to support
small to medium organizations on moving from
Everbridge's Aware and Smart GIS platforms
to Mass Notification and Interactive Visibility. A
dedicated specialist is provided to guide you through
migration process, physically move data and provide
strategic advice, tailored to your organization.
"ilium F°iilram
Standard Everbridge Migrations require approximately
15 days to complete per org. Depending on the size
and -complexity of the organization, It may take more
or less time. The timeframe can be tailored within the
following limits for standard migrations:
Migration projects must kick off within 3 months of
contract signing
Migration Specialist hours must be used within 30 days of
the project Kick-off.
Access to the Aware /Smart GIS platform(s) will removed
at an agreed upon date, not to exceed 45 days from the
project close out call.
Access to an Migration Specialist for up to 10 hours
Additional hours are billable at $250 /hr.
WWW,EVERBRIDGE.00M
Agreement No. 3990D
incl dud Standard MlgraVon R. o c ...
u
Client portal
Knowledgebase
Everbrldge University
............. — "". ... .....
Key Mileston(-,s
ORIENIA'"ON
This call will provide an orientation to
Everbridge migration resources and a review
of preparation necessary to conduct e
successful transition to Mass Notification,
Agreement No. 3990D
Scope
A standard migration will provide the following:
Orientation to your migration resources, Includingthe Everbrldge Client Portal, knowledgebase articles
library, Everbridge University.
Access to your functional account, configured with default templates and default notification paths.
30•minute hands-on demo of creating new users, the basic setup of contacts "and the sending of a test
notification.
Basic best practices and Implementation guidance as outlined In this document.
Physical transfer of basic settings, templates, shape files and contacts.
f
The migration specialist will ensure the client has demonstrated the ability to upload a sample of their
contact data, send a notificatlon and interpret the results.
Please note that consultation on advanced configuration topics and advanced best practices will require
engaging professional services.
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I 2 N EvvtmiDOE IMPLEMEwrAnoN
Agreement No. 3990D
A
ORIENTATION
The purpose of the orientation call is to prepare for the migration process. The Everbridge
specialist will provide an overview of the migration process to key client stakeholders, introduce
the stakeholders to the various Implementation resources, provide a short, Interactive demo
and access to a live, working account prooaded with default templates and settings. Orientation
calls will be held within 5 days of the completion of your order processing. The specialist will also
provide a checklist of actions to be completed In order to kick -off the migration process. The Call
Agenda will Include the following:
Introductions
Review communication goals /use cases
Review migration process
Review resources available to the client
Review the success criteria of the Milestone calls
Schedule all follow up calls
Review the Getting Started migration checklist
Migration specialist will provide a demo of the product showing how to create a new user, how to create
a contact, how to send a message using a pre - loaded test template. At the conclusion of the demo, the
customer will be provided with their live, production account
Time: 1.5-2 hours
IBC OFFC I.III..
The Kick -off call will be held as soon as the actions on the Getting Started checklist are complete,
but no later than 3 months after the Orientation Call. The agenda will Include the following items:
Review completion of the Getting Started checklist
Verify settings and configurations selected
Discuss design and strategy of the organization hierarchy In relation to the client's needs.
Review Role -based access control and Its application with the client's organization.
Review the contact data quality of the sample uploaded by the customer.
Upon successful setup of the basic environment, the migration specialist will provide a
customized Project Plan to guide the remainder of the migration. The Project Plan will include
guidance on topics such as: data management strategy for Mass Notification, reporting, groups
and filters, mobile manager, awareness campaigns, training plans, member portal, Weather, IV
mobile member (as applicable).
Time: 1 -2 hours
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EVEMBRIDGE IMPLEMENTATION
I
L
A
ORIENTATION
The purpose of the orientation call is to prepare for the migration process. The Everbridge
specialist will provide an overview of the migration process to key client stakeholders, introduce
the stakeholders to the various Implementation resources, provide a short, Interactive demo
and access to a live, working account prooaded with default templates and settings. Orientation
calls will be held within 5 days of the completion of your order processing. The specialist will also
provide a checklist of actions to be completed In order to kick -off the migration process. The Call
Agenda will Include the following:
Introductions
Review communication goals /use cases
Review migration process
Review resources available to the client
Review the success criteria of the Milestone calls
Schedule all follow up calls
Review the Getting Started migration checklist
Migration specialist will provide a demo of the product showing how to create a new user, how to create
a contact, how to send a message using a pre - loaded test template. At the conclusion of the demo, the
customer will be provided with their live, production account
Time: 1.5-2 hours
IBC OFFC I.III..
The Kick -off call will be held as soon as the actions on the Getting Started checklist are complete,
but no later than 3 months after the Orientation Call. The agenda will Include the following items:
Review completion of the Getting Started checklist
Verify settings and configurations selected
Discuss design and strategy of the organization hierarchy In relation to the client's needs.
Review Role -based access control and Its application with the client's organization.
Review the contact data quality of the sample uploaded by the customer.
Upon successful setup of the basic environment, the migration specialist will provide a
customized Project Plan to guide the remainder of the migration. The Project Plan will include
guidance on topics such as: data management strategy for Mass Notification, reporting, groups
and filters, mobile manager, awareness campaigns, training plans, member portal, Weather, IV
mobile member (as applicable).
Time: 1 -2 hours
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EVEMBRIDGE IMPLEMENTATION
Agreement No. 3990D
�.J II, TAT 10 t,, e A],.II.
The Consultation Call should be scheduled to take place within 5 days of the Orientation call.
The call is a strategy session between the migration specialist and the customer, with the
following objectives:
Review Project Plan action Items
Define testing strategy
Review contact management strategy
Review relevant advanced configuration topics
Time: 1.2 hours
C10Ei -0 i T C A L L
The close out should occur no more then 30 days after the kick off call. The call will provide
a final opportunity for the client to strateglze with the migration specialist and will cover the
following topics:
Functional testing conducted by customers /or review results of functional testing
Discuss transition to customer success
Provide best practices for troubleshooting Issues
Where to find support Information.
Roll -Out Planning:
• Review project plan for completing system -wide test
Review best practices for system test planning
Awareness programs
Time: 1 hour
Everbridge UnlvarsWty C*Ulna teaming Modules,
Are continuously available and free for customers
and partners to loam or review
Use Adobe flash videas with audio nerratlons
Self -paced training that allows students to learn
when they have time and at their own pace
Just4n4lme learning using smell, focused content
modules
No travel or facilities required, the classroom Is
anywhere a learner has Internet access
WWw.EVERBRIDGE.COM
Everbridge rain)
Scheduled and delivered based on your needs
Covers Role-based courses for Administrators or
Users
Courses are taught by Everbridge Instructors who
are subject matter experts
Reinforces training content demonstrations on
your Everbddge portal with your features
Prepares your team for Everbridge Mass
Notification Certification
."" ,� ev r
Everbridge Mass Notification
Agreement No. 3990D
SYSTEM INCLUSION
Confidential
Everbridge Mass Notification allows users to send notifications to Individuals or groups using lists, locations, and visual
Intelligence. Everbrldge Mess Notification Is supported by state -of- the -art security protocols, an elastic Infrastructure,
advanced mobility, Interactive reporting and analytice, 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 Notillcation system.
Usage
Unlimited Domestic Emergency Alerts and Tasting Messages
Unlimited Domestic Non - Emergency Alerts Massaging
"Usage above applies to nollfloations generated through the Everbridge Manager user Interface. Automated notifications
are aublact to additional fees.
Core Platform Access
Unlimited Adminietralore for web -based portal to initiate messages, reporting, and administratlon
Unlimttad Adminletralors for ContactBridge Appilcallon (I'OS, Android) and Mobile Optimized Notification She (for
Siackberry, Wfndowa 10, etc,)
Two () Organization with unlimited nostod static and dynamic groups
Access to Everbrldge Elastic Infresiruclure for message delivery
Custom branded communtly opt -in portal with custom field's and opt -in subscriptions
Flexible role - based access controls to manage user permissions
Access to Real -Time Dashboard, Notifications Library, Everbrldge Universe, and Custom Reporting
Koy Notlflcstion Foslurss
Inlograted G&Map- based, rule - based, group - based, or Individual contact selecifon
Ability to send standard, polling, or on -the -fly "One- Touoh" Conference Call messages
One- screen broadcast creation worktiow to s,poed message creation and reduce human error
Everbrldge Network to access situational Intelligonce S noUflostions shared by other public and private groups
Pubiistt notifications directly to Webeltas and services that support API access vie HTTPS using "Web Posting,
Contact filtering based on custom crilerle
Map-based drawing and selection tools and Imported shape files (e.g. Google Maps, Bing Maps, ESRI)
Automatic address gao- coding for contacts
Organization specific oustomlZable cal ter iD, greetings, and broadcast settings
SMPP based SMS text massaging
Muill- tenguage Text to Speech Engine and Custom Voice Recording
Real -time reporting for Improved situational awareness and easier after action analysis
5 live Operator Message Intitations per year
Interactive Dashboard for Organizational Activity Summery
Unlimited Notification Templates
Self - service Single Contact Record Adjustments
Self- service Contact Import vie CSV Upload
Bulk Contact Management Automation via Secure FTP
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
4V Customer Support (phone, web, emall)
Global SupporUOperatlons Centers for Redundant Live Support
Dedicated Account. Manager