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HomeMy WebLinkAboutContract 57061-R1A1 CSC No. 57061-RlAl FIRST RENEWAL AND FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 57061 BETWEEN CITY OF FORT WORTH AND EVERBRIDGE INC This First Renewal and First Amendment to Fort Worth City Secretary Contract No. 57061 is made between the City of Fort Worth ("Fort Worth" or"City"), a municipal corporation and Everbridge, Inc. ("Vendor"). City and Vendor shall be referred to as a Parry and collectively as the Parties. WHEREAS, City and Vendor entered into an Agreement identified as Fort Worth City Secretary Contract No. 57061 with the initial term from January 31,2022 to January 30,2023 (the "Agreement"), WHEREAS, the Agreement's original total compensation was an amount not to exceed $15, 469.85 WHEREAS,the Parties wish to renew the Contract for its first renewal term from January 31, 2023 to January 30, 2024; WHEREAS,the Parties also wish to further amend the contract to increase the total annual compensation from $15, 469.85 to a new total not to exceed the amount of to $50,000.00; and NOW THEREFORE, known by all these present, Parties, acting herein by the through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENTS 1. The following term is hereby amended to either replace any conflicting term in the Original Agreement or shall be added to the terms and shall be binding and enforceable as if it was originally included therein and the amended agreement shall be referred to as the Contract in all future documents. 2. Compensation. City shall pay Vendor in accordance with the provisions of this Agreement and Exhibit `B," Price Schedule, on a unit-of-service basis. Total annual payments made under this Agreement by City will be based on the units of service actually requested by City and provided by Vendor and shall be in an amount not to exceed Fifty Thousand Dollars($50,000.00)at the per-unit prices indicated in Exhibit B. Vendor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. OFFICIAL RECORD CITY SECRETARY R1 Al to Fort Worth City Secretary Contract No.56516 FT. WORTH, TX CFW and Everbridge Inc. II. RENEWAL The Agreement is hereby renewed for its first renewal term beginning January 31, 2023 and ending January 30, 2024 unless otherwise terminated earlier in accordance with the terms of the Agreement. III. ALL OTHER TERMS SHALL REMAIN THE SAME_ All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. IV. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. [SIGNATURE PAGE FOLLOWS] Executed effective as of the date signed by the Assistant City Manager below. R1 Al to Fort Worth City Secretary Contract No.56516 Page 2 of 7 CFW and Everbridge Inc. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration ViJs.W--. of this contract,including ensuring all performance By:Valerie,Washington(Oct 27,202209:27CDT) and reporting requirements. Name: Valerie Washington Title: Assistant City Manager Oct 27 2022 �M Date: By Mark Rauscher(0ct 25,202212:12 CDT) Name: Mark Rauscher Approval Recommended: Title: Assistant Fire Director Approved as to Form and Legality: By: JW1 Davls(Oct 25,202214:44 CDT) Name: James Davis Title: Fire Chief By: Name: Taylor Paris Attest: Title: Assistant City Attorney Contract Authorization: M&C: By: J ette S.Goodall(Oct 28,202211: CDT) 1295: Name: Jannette Goodall ood4�Rn�11� Title: City Secretary p&°0°°°°T 4;a� PLOp.0O° o0Q��d pvo °=d �►7 *o °o*Icy VENDOR: �� °°000000000 'EX ASoAp Everbrige,Inc. Donu51pne0 Oy: B Ef 'e. &j y: 75F1ACd 97A ARd9C Name: Phi 11 i p E. Huff Title: Chief ACCtg. officer Date: 19-oct-22 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rl Al to Fort Worth City Secretary Contract No.56516 Page 3 of 7 CFW and Everbridge Inc. EXHIBIT B Aeverbridge® 155 Nun Lake Aft um5uue900 *1:•1a1&230-9Y00 rr}vevcrb,idr,—, Pasadena.CA 91101 USA fax+1$1&23a%05 Prepared for: Quotation Katya Flores Quote M 0-111479 City of Fort Worth,TX Date: 1011312022 818 Missouri Expires On: 10116!2C22 Ft.Worth TX 76104 Confidential United States Salesperson: Gina 3rambila Ph: (817)392-6443 Phone: Fax: Email: cina.brambila@everbridge.com Email:katya.0oresvfort,vorthtexas.gov Contract Summary Information: Contract Penod: 36 Months Contract Start Date: 10;1712022 Contract End Date: 10116?2C25 Contact Summary: Ho4sehold Count: p Employee Count: "17.00C Rl Al to Fort Worth City Secretary Contract No.56516 Page 4 of 7 CFW and Everbridge Inc. Year 1 city Product Code Description GSA Classification I Price 1 '01-'1.11-0240-000 I Mass Notification Base-1 1 GSA Product USD 14,413.43 1 '.01-01.11-1015-000 Everbriage Open API(Up to 100 Broadcasts) GSA Product USD 100.00 1 101-00-11-1060-000 Smart Weather Alerting(includes' location n base GSA Product USD 100.00 weather subscription)-Tier 1 2 101-01.l'-1001-000 Everbriage Additional Organization GSA Product USD 856.42 Year 1 TOTAL- USD 15.469.85 Year 2 CRY Product Code Description GSA Classification Price 1 101.11-11.0240-000 Mass Notification Base-1' GSA Product USD 14,413.43 1 101-01.l'-1015-000 Everbrdge Open API(Up to 100 Broadcasts) GSA Product USD 100.00 1 101-00-11-1060-000 Smart Weather Alerting(includes 1 location in base GSA Product USD 100.00 weather subscription)-Tier 1 2 i01.01-1'-1001-000 Everbridge Additional Organization GSA Product USD B56.42 Year 2 TOTAL- USD'5.469.85 Year 3 CRY Product Code Description GSA Classification Price 1 101-'1.11-0240.000 Mass Notification Base-1' GSA Product USD 14,413.43 1 101.01.11-1015-000 Everbridge Open API(Up to 100 Broadcasts) GSA Product USD 100.00 1 101.00.11.1060-000 Smart WeatherAierting(includes 1 location,n base GSA Product USD 100.00 weather subscription)-Tier 1 2 101-01-1'-1001-000 Everbriage Additional Organization GSA Product USD 856A2 Year 3 TOTAL: USD'5.469.85 Pricing Summary: Year One Fees: USD 15.469.85 One-time Implementation and Setup Fees: USD 0.00 Prefessiona Services: USD 0.00 Total Year One Fees Due: USD 15,469.85 Ongoing Fees: Yea-Two Fees: USD 15,469.85 Yea-Three Fees: USD 15,469.85 Pace 2 of 4 RI Al to Fort Worth City Secretary Contract No.56516 Page 5 of T CFW and Everbridge Inc. Messaging Cmdlts Summary. Initial Credits Allowance Additional Credits Purchased Total Credits Year 1 1.OIb,000 3 1.000,000 Year 2 1,000AD 2 1,000,000 Year 3 1,000,000 I 1A04000 1. Quote subject to the terms and conditions of the Master Services Agreernert,including any amendmeaLs,executed between Everbridge,Inc.and the customer isted above_ 2 Messaging Credits listed above can be used Im Notifications and expire at the end of each year. Cons ption of Messaging Credits in excess of these arnounL,in any year coil incur additional charges 3. Subject to sales taxes where applicable. A. Except far currency designation,the supplemental notes Wow.it any,supplied in this Oucte are for inror=rO ai purposes and not isle noted to be legato,binding or ovemd—negotiated Language of the Everbridge Inc.M=Aer Ser ice Agreement. Page 3 or 0 RI Al to Fort Worth City Secretary Contract No.56516 Page 6 of 7 CFW and Everbridge Inc. Please.Sign,Oate and Return Signantra: Data: Name IPnnty: Tidw Please,Sign,Date ants Ratumz Slgnaturc: Dyta. NamQ�Print;: Mir 155 Ntath Lake Avenue.SL4ee 900 Pasadena,CA 91101 USA Tel:-1.81&230.9700 Fax a1-818-230.9505 THANK YOU FOR YOUR BUSINESS! Page 4 or 4 RI Al to Fort Worth City Secretary Contract No.56516 Page 7 of 7 CFW and Everbridge Inc. CSC No. 57061 FORT WORTH CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement("Agreement")is entered into by and between EVERBRIDGE,INC. ("Vendor")and the City of Fort Worth,("City"),a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: l. This Cooperative Purchase Agreement; 2. Exhibit A—City's Terms and Conditions 3. Exhibit B—Seller's Quote,Scope of Services and End User License Agreement; 4. Exhibit C—Cooperative Agency Contract(e.g., GSA);and 5. Exhibit D—Conflict of Interest Questionnaire. 6. Exhibit E—Certificate of Insurance Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit B pursuant to the terms and conditions of this Cooperative Purchase Agreement,including all exhibits thereto. In the event of a conflict between Exhibit A—City's Terms and Conditions,Exhibit B—Sellers Quote and End User License Agreement and Exhibit C—Cooperative Agency Contract,then Exhibit A—City's Terms and Conditions shall control, but only to the extent allowable under Cooperative Agency Contract and the End User License Agreement. City shall pay Vendor in accordance with the fee schedule in Exhibit B and in accordance with the provisions of this Agreement. Total payment made under this Agreement for the first year by City shall be in the amount not to exceed Fifteen Thousand Four Hundred and Sixty-Nine Dollars and Eighty- Five Cents ($15,469.85). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be for one year beginning on the date signed by the Assistant City Manager below("Effective Date")and shall expire one year from Effective Date.City shall be able to renew this agreement for an(3)three additional one-year renewal options by written agreement of the parties. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including,but not limited to,all electronic records,of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when(1)hand-delivered to the other party,its agents,employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail,registered,return receipt requested,addressed as follows: FOFFICIALECORD ETARY H, TX To CITY: T ENDOR: City of Fort Worth ridge,Inc. Attn:Assistant City Manager rporate Drive,Ste 400 200 Texas Street ngton,MA 01803-4245 Fort Worth TX 76102 Phone:(818)230-9700 Facsimile: (817)392-8564 With Copy to the City Attorney at same address The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By: Valerie Washington 20 2 14:12 CST By signing I aclmowledge that I am the person responsible for the monitoring and administration Name:Valerie Washington of this contract,including ensuring all Title:Assistant City Manager performance and reporting requirements. Date: Jan 31,2022 By: Br, P.a Q-20,202215i1 CST) APPROVAL RECOMMENDED: Name: Brenda Ray Title: Sr. Contract Compliance Specialist By: Aaf 21,2022 12:43 CST) 4444�u�4 APPROVED AS TO FORM AND LEGALITY: Name: James Davis Title: Fire Chief p=s o�-io By: ATTEST: 0 o d Name: Christopher Austria Qa °Ooo�0000°° „ Title: Assistant City Attorney T�nn��5.Good/l aa�� 4 do44 By: Jannette S.Goodall(Jan 31.202216:34 CST) CONTRACT Name: Jannette Goodall AUTHORIZATION:M&C:N/A Title: City Secretary 1295:NIA VENDOR:EVERBRIDGE INC. Q� 6- ftz By: Phillip E.H ff(Jan 20,20 10:28 EST) Name:Phillip E.Huff Title: Chief Accounting Officer Date: Jan 20, 2022 EOFFICIALECORD ETARY H, TX EXHIBIT A CITY OF FORT WORTH TERMS AND CONDITIONS 1. Termination. I.I. Convenience. Intentionally Deleted 1.2. Breach.If either party commits a material breach of this Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party,or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non- breaching party may,in its sole discretion,and without prejudice to any other right under this Agreement,law,or equity,immediately terminate this Agreement by giving written notice to the breaching party. 1.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 1.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination.Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder,Vendor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 2. Disclosure of Conflicts and Confidential Information. 2.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Vendor hereby agrees immediately to make full disclosure to the City in writing. 2.2. Confidential Information. The City acknowledges that Vendor may use products,materials, or methodologies proprietary to Vendor.The City agrees that Vendor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,materials,or methodologies unless the parties have executed a separate written agreement with respect thereto. Vendor,for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City ("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 2.3. Public Information Act City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. In the event there is a request for information marked Confidential or Proprietary,City shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 2.4. Unauthorized Access.Vendor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event,Vendor shall,in good faith,use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 3. Right to Audit. 3.1. Vendor agrees that the City shall,until the expiration of three(3)years after final payment under this Agreement,have access to and the right to examine at reasonable times any directly pertinent financial books, documents,papers and records of the Vendor involving transactions relating to this Agreement at no additional cost to the City. Vendor may provide such books and records in digital format. The City shall give Vendor not less than 10 days written notice of any intended audits. 3.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3)years after final payment of the subcontract,have access to and the right to examine at reasonable times any directly pertinent financial books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.City shall give subcontractor not less than 10 days written notice of any intended audits. 4. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as an independent contractor as to all rights and privileges granted herein,and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Vendor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers,agents, servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between the City,its officers,agents,servants and employees, and Vendor,its officers,agents,employees,servants,contractors and subcontractors. Vendor finther agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Vendor.It is further understood that the City shall in no way be considered a Co- employer or a Joint employer of Vendor or any officers,agents,servants,employees or subcontractors of Vendor.Neither Vendor,nor any officers,agents,servants,employees or subcontractors of Vendor shall be entitled to any employment benefits from the City.Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agents,servants, employees or subcontractors. 5. LIA.BILITYAND INDEMNIFICATION 5.1. LIABILITY—Intentionally Deleted. 5.2. INDEMNIFICATION—Intentionally Deleted Deleted 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. — Intentionally 6. Assignment and Subcontracting. 6.1. In addition to Section 11.4 ofthe GSAEULA,no duties,obligations orrights under this Agreement shall be assigned without the prior written consent ofthe City,provided however,no consent shall be required in the event of an assignment to a subsidiary or affiliate or a successor-in-interest to the assigning party resulting from a merger, reorganization or sale of all or substantially all such parry's assets. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Vendor under which the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement. The Vendor and assignee shall be jointly liable for all obligations under this Agreement prior to the assignment.If the City grants consent to a subcontract,the subcontractor shall execute a written agreement with the Vendor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such duties and obligations may apply.The Vendor shall provide the City with a fully executed copy of any such subcontract. 7. Insurance. 7.1. The Vendor shall carry insurance coverage outlined in the Certificate of Insurance,which is attached to this Agreement as Exhibit E. 7.2. General Insurance Requirements: 7.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers,officials,agents,and volunteers in respect to the contracted services. 7.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery)in favor of the City of Fort Worth. 7.2.3. A minimum of Thirty(30)days'notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment ofpremium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton,Fort Worth, Texas 76102,with copies to the City Attomey at the same address. 7.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 7.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 7.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 8. Compliance with Laws Ordinances Rules and Regulations. Vendor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately desist from and correct the violation. 9. Non-Discrimination Covenant. Vendor, for itself its personal representatives, assigns, subcontractors and successors in interest,as part of the consideration herein,agrees that in the performance of Vendor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal representatives, assigns,subcontractors or successors in interest,Vendor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when(1)hand-delivered to the other party,its agents, employees,servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,addressed as follows: TO THE CITY TO VENDOR: City of Fort Worth Everbridge,Inc. Attn:Assistant City 25 Corporate Drive,Ste 400 Manager Burlington,MA 01803-4245 200 Texas Street Phone:(818)230-9700 Fort Worth TX 76102 Facsimile:(817)392-8564 With Copy to the City Attomey at same address 11. Solicitation of Employees. Neither the City nor Vendor shall,during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ,whether as employee or independent contractor,any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 12. Governmental Powers. It is understood and agreed that by execution of this Agreement,the City does not waive or surrender any of its governmental powers. 13. No Waiver. The failure of the City or Vendor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Vendor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 14. Governing Law and Venue. In additional to Section 11.5 of the GSA EULA, this Agreement shall be construed in accordance with the laws ofthe State ofTexas.Ifany action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 15. Severability. Intentionally Deleted 16. Force Majeure. City and Vendor will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control,including,but not limited to,compliance with any government law,ordinance,or regulation; acts of God;acts of the public enemy,fires;strikes;lockouts;natural disasters;wars;riots;epidemics or pandemics;government action or inaction;orders of government;material or labor restrictions by any governmental authority;transportation problems;restraints or prohibitions by any court,board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of,such prevention or hindrance,provided the affected Parry provides notice of the Force Majeure Event,and an explanation as to how it prevents or hinders the Party's performance as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by the City in its sole discretion.The notice required by this section must be addressed and delivered in accordance with Section 10 of this Agreement. 17. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 18. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 19. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,and duly executed by an authorized representative of each party. 20. Entirety of Agreement. This Agreement,including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Vendor, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 21. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 22. Warranty of Services. Vendor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed. In such event, at Vendor's option,Vendor shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b)refund the fees paid by the City to Vendor for the nonconforming services. 23. Network Access. Intentionally Deleted 24. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 25. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Vendor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall state the nature ofthe dispute and list the parry's specific reasons for such dispute. Within ten(IO) business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tan-ant County,Texas,upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses,including attorney's fees;however,the parties shall share equally in the costs of the mediation.If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute.Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 26. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code,City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the tern of the contract. The terns "boycott Israel" and"company" shall have the meanings ascribed to those terns in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor. (1)does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 27. Prohibition on Boycotting Energy Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §2,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract The terns"boycott energy company" and"company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added byActs 2021,87th Leg.,R.S.,S.B. 13,§2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not boycott energy companies;and(2) will not boycott energy companies during the term of this Agreement. 28. Prohibition on Discrimination AL-ainst Firearm and Ammunition Industries.Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19,§ 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full time employees unless the contract contains a written verification from the company that it:(1)does not have a practice,policy,guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2)will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association"have the meaning ascribed to those terns by Chapter 2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not have a practice,policy,guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 29. Reporting Requirements. Intentionally Deleted 30. Survival of Provisions. The parties' duties and obligations pursuant to sections related to Duties and Obligations, Disclosure of Conflicts and Confidential Information, Right to Audit,and Liability and Indemnification shall survive termination of this Agreement. EXHIBIT B Z^everbridgie° 15=VcfthLakeAeeccc.Su.tc9CO _`- -Sio23C ::vrcfe-erU:idSe-con Pasadena.CA9_1 '-mA lax-1-o10-23C-93 Prepared for: Quotation Katya Flores Quote#: Q-78520 City of Fort Worth,TX Date: 11/18/2021 818 Missouri Expires On: 11/30/2021 Fort Worth TX 76104 Confidential United States Salesperson: Lily Harrington Ph: (817)392-6443 Phone: (781)819-5166 Fax: Email: lily.harrington@everbridge.com Email:katya.flores@fortworthtexas.gov Contract Summary Information: Contract Period: 12 Months Contract Start Date: 1 0/1 712 021 Contract End Date: 10/16/2022 Contact Summary: Household Count: 0 Employee Count: 7,000 QTY Product Code Description GSA Classification Price 7,000 101-11-11-0240-000 Mass Notification Base-Tier 9 GSA Product USD 14,413.43 1 101-01-11-1015-000 Everbridge Open API(Up to 100 Broadcasts) GSA Product USD 100.00 7,000 101-00-11-1060-000 Smart Weather Alerting(includes 1 location in base GSA Product USD 100.00 weather subscription)-Tier 1 2 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 856.42 Pricing Summary: Year One Fees: USD 15,469.85 One-time Implementation and Setup Fees: USD 0.00 Professional Services: USD 0.00 Total Year One Fees Due: USD 15,469.85 Messaging Credits Summary: Initial Credits Allowance Additional Credits Purchased Total Credits Year 1 1,000,000 0 1,000,000 Terms&Conditions 1. Additional rates apply for all international calls. 2. Quote subject to terms&conditions of GSA Contract No.GS-35F-0692P and the GSA Approved End User License Agreement("EULA"),the latter of which is attached hereto and incorporated by reference. Page 1 of 2 3. Subject to sales taxes where applicable. 4. The supplemental notes below,if any,supplied in this Quote are for informational purposes and not intended to be legally binding or override GSA Contract No.GS-35F-0692P,or the EULA. Authorized by Everbridge: Signature: Date: Name(Print): Title: To accept this quote,sign,date and return: Signature: Date: Name(Print): Title: 155 North Lake Avenue,Suite 900 Pasadena,CA 91101 USA Tel:+1-818-230-9700 Fax:+1-818-230-9505 THANK YOU FOR YOUR BUSINESS! Page 2 of 2 EXHIBIT C MULTIPLE AWARD SCHEDULE Code F—Information Technology F04.IT Software Subcategory General Services Administration Federal Supply Service Authorized Federal Supply Schedule Price List Special Item lumbers(SL\s): Special Item No.511210:S ofnvare Licenses Special Item No.OLb2 Order Level Materials ^-�- everbridge Everbridge, Inc. 25 Corporate Drive, Suite 400 Burlington,MA 01803-4245 Phone: (818)230-9700 Fax: (818) 484-2299 Email: GSASales@everbridge.com w-v ,.everb'dge-corn Contact for Contract Administration Elliot J Mark Phone:781-859-4094 Email:elliot.mark@everbridge.eom Business Size:Lame Business Contract Number_ =GS-35F-0692P Period Covered by Contract:July 19.2004 to July 18,2024 Current through Mod:E PO-0066—Effective on March 24,2021 On-line access to contract ordering information.terms and conditions.ujmo-date pricing.and the option to create an electronic delivery are available through GSA AdvantageM.a menu-driven database system.The LNTERMT address to GSA Advantage!-:9 is:GSAAdvantabe.1ov_ i EXHIBIT D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H_S. 23, 84th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176,Local Government Code,by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the Date Received vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006,Local Government Code.An offense under this section is a misdemeanor. 1J Name of vendor who has a business relationship with local governmental entity. EVERBRIDGE INC 2 ❑ Check this box if you are filing an update to a previously filed questionnaire.(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information is being disclosed. n/a Name of Officer 4 Describe each employment or other business relationship with the local government officer;or a family member of the officer,as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? F7 Yes = No B. Is the vendor receiving or likely to receive taxable income,other than investment income,from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? Yes No 5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director,or holds an ownership interest of one percent or more. n/a 6 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). 11/30/2021 Signature of vendor doing business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021