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HomeMy WebLinkAboutContract 57061-R2CSC No. 57061-R2 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE October 19, 2023 Everbridge, Inc. Attn: Phillip E. Huff, CAO 25 Corporate Drive, Ste.400 Burlington, MA 01803-4245 Re: Contract Renewal Notice Contract No. CSC No. 57061 (the "Contract") Renewal Term No. 2: January 31, 2024 to January 30, 2025 The above referenced Contract with the City of Fort Worth expires on January 30, 2024 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional one (1) year period, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with a copy of your current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. Failure to provide a signed acknowledgment does not affect the renewal. Please log onto PeopleSoft Purchasing at httn://fortworthtexas.aov/purchasing to ensure that your company information is correct and up-to-date. If you have any questions concerning this Contract Renewal Notice, please contact me at the telephone number listed below. Katya.Flores Sincerely, Katva Flores Sr. Admin Assistant a,fortworthtexas.2ov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 1 of 10 ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including `- �- p ByValerie Washington (Nov 9,2023 14:50 CST) ensuring all performance and reporting requirements. Name: Valerie Washington Title: Assistant Citv Manager Date: Nov 9, 2023 By- Nov 9, 2023 11:02 CST) APPROVAL RECOMMENDED: Name: Brenda Rav By s Davis (Nov 9, 2023 12:00 CST) Title: Fire Purchasing Manager Name: Jim Davis Title: Fire Chief APPROVED AS TO FORM AND LEGALITY: gdg4�pnn� F000. �� ATTEST: �_o $�° 00 0*� By: ��cS2uxs aaab nix oo, -r Name: Tavlor Paris By: Name: Jannette Goodall Title: Assistant Citv Attornev Title: Citv Secretary CONTRACT AUTHORIZATION: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract Renewal Page 2 of 10 Everbridae, Inc. By: Name: Phillip E. Huff Title: Chief Accounting Officer Contract Renewal Page 3 of 10 'reverbridge- Prepared for: Katya Flores City of Fort Worth, TX 818 Missouri Ft. Worth TX 76104 United States Ph: (817) 392-6443 Fax: Email: katya.Flores@rortworthtexas.gov Contract Summary Information: Contract Period: Contract Start Date: Contract End Date: Contact Summary: Household Count: Employee Count: 155 North Lake Avenue. Suite 900 Prone: •1.818.230.9700 e4efhrldge.com Pasadena, CA 91101 USA Fay- +1-818-230.9505 1 P44 Quotation Quote #: 0-142024 Date: 10/3/2023 Expires On: 10/16/2023 Confidential Salesperson: Gina Brambila Phone: Email: gina.brambila@everbridge.com 12 Months 10/17/2023 10/16/2024 0 7,000 QTY Product Code Description GSA Classification Price 1 101-11-11-0240-000 Mass Notification Base - 11 GSA Product USD 14,413.43 2 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 856.42 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 Weather Alerting (includes 1 location in base GSA Product USD 100.00 weather subscription) - Tier 1 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 IYear 1 1,000,000 0 1,000,000 Terms &Conditions 1. Additional rates apply for all international calls. Page 1 of 2 Contract Renewal Page 4 of 10 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 Subject to sales taxes where applicable. 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. Please, Sign, Date and Return: Signature: Date: Name (Print): Title: Please, Sign, Date and Return: Signature: `L`�— Date: 1 1 /9/2023 Name (Print): Title: Phillip E. Huff Chief Accounting Officer Everbridge, Inc. 55 North lake Avenue, Suite 900 Pasedena,CA 91101 (818) 230-9700 THANKYOU FOR YOUR BUSINESS! Page 2 of 2 Contract Renewal Page 5 of 10 Aleverbridge' Everbridge, Inc. GSA Approved End User License Agreement This End User License Agreement ("Agreement') is entered into by and between Everbridge, Inc. ("Everbridge") and an Ordering Activity, an entity entitled to order under GSA Schedule contracts as defined in GSA Order ADM 4800.2H, as may be revised from time to time ("Customer"), effective on the date of signature by an authorized signatory on the Quote or other ordering document ("Effective Date"). Everbridge and Customer are each hereinafter sometimes referred to as a "Party" and collectively, the "Parties." 1. SERVICE 1.1 Orders. Everbridge shall provide Customer access to its proprietary interactive communication solutions (the "Solutions") subject to the terms and conditions set forth in this Agreement and the description of services and pricing provided in the applicable quote (the "Quote"). If applicable, Everbridge shall provide the training and professional services set forth in the Quote Collectively, the Solutions and professional services are referred to as the "Services" Everbridge shall provide Customer with login and password information for each User (as defined below) and will configure the Solution to contact the maximum number of Contacts (as defined below) or Users, as applicable depending on the Solutions ordered Unless otherwise provided in the applicable Quote or documentation, Services are purchased as annual subscriptions 1.2 Users; Contacts. "Users" are individuals who are authorized by Client from time to time to use the Solutions for the purposes of sending notifications, configuring templates, reporting or managing data, serving as system administrators, or performing similar functions, and who have been supplied user identifications and passwords by Client. Users may include employees and contractors of Customer or an Included Department. "Included Department' means any enterprise department, office, agency, or other entity that receives a majority of its funding from the same general or enterprise fund, as applicable, as the Customer. "Contacts" are individuals who Customer contacts through the Solutions and/or who provides their personal contact information to Everbridge, including through an opt -in portal. If applicable to the particular Solution, the number of Users and/or Contacts that may be authorized by Customer is set forth on the Quote. 2. PAYMENT TERMS. Customer shall pay the fees set forth in the Quote ("Pricing") All pricing must be consistent with the Schedule Price List If Customer exceeds the usage levels specified in the Quote, then Everbridge may invoice Customer for any overages at rates consistent with the Schedule Price list Professional Services must be used within 12 months from date of purchase 3. RESPONSIBILITIES. 3.1 Users. Customer shall undergo the initial setup and training as set forth in the Implementation — Standard inclusion sheet provided with the Quote The Implementation sheet provides a detailed list of the services included as part of the implementation purchased and the corresponding timelines Customer shall be responsible for. (i) ensuring that Users maintain the confidentiality of all User login and password information; (ii) ensuring that Users use the Services in accordance with all applicable laws and regulations, including those relating to use of personal information, (iii) any breach of the terms of this Agreement by any User, and (iv) all GSA End User License Agreement (based on MSA v6 1.29.17) communications by Users using the Solutions Customer shall promptly notify Everbridge if it becomes aware of any User action or omission that would constitute a breach or violation of this Agreement. 3.2 Customer Data. "Customer Data" is all electronic data transmitted to Everbridge in connection with the use of the Solutions, including data submitted by Contacts Customer Data provided by Customer shall be true, accurate, current and complete, and shall be in a form and format specified by Everbridge Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data Customer represents that it has the right to authorize and hereby does authorize Everbridge and its "Service Providers" to collect, store and process Customer Data subject to the terms of this Agreement "Service Providers" shall mean communications carriers, data centers, collocation and hosting services providers, and content and data management providers that Everbridge uses in providing the Solutions Customer shall maintain a copy of all Customer Contact data that it provides to Everbridge. Customer acknowledges that the Solutions are a passive conduit for the transmission of Customer Data and Everbridge shall have no liabilityfor any errors or omissions or for any defamatory, libelous, offensive or otherwise objectionable or unlawful content in any Customer Data, or for any losses, damages, claims, suits or other actions arising out of or in connection with any Customer Data sent, accessed, posted or otherwise transmitted via the Solutions. 4. TERM. This Agreement will commence on the Effective Date and will continue in full force and effect until all executed Quotes have terminated. 5. TERMINATION: SUSPENSION. 5.1 Termination by Either Party. [Intentionally Deleted] 5.2 Termination by Everbridge. [Intentionally Deleted] 5.3 Suspension. Everbridge may suspend, with or without notice, the Solution or any portion for (i) emergency network repairs, threats to, or actual breach of network security, or (ii) any legal, regulatory, or governmental prohibition affecting the Solution. In the event of a suspension, Everbridge shall use its best efforts to notify Customer through its Customer Portal and/or via email prior to such suspension and shall reactivate any affected portion of the Solution as soon as possible 6. PROPRIETARY RIGHTS. 6.1 Grant of License. Everbridge hereby grants to Customer, during the term of this Agreement, a non-exclusive, non -transferable, non-sublicensable right to use the Solutions subject to the terms and conditions of this Agreement. Upon termination of this Agreement for any reason, the foregoing license shall terminate automatically and Customer shall discontinue all further use of the Solutions 6.2 Restrictions. Customer shall use the Solutions solely for its internal business purposes and shall not make the Solutions available to, or use the Solutions for the benefit of, any third party except as expressly contemplated by this Agreement. Contract Renewal Page 6 of 10 Customer shall not. (i) copy, modify, reverse engineer, de - compile, disassemble or otherwise attempt to discover or replicate the computer source code and object code provided or used by Everbridge in connection with delivery of the Solutions (the "Software") or create derivative works based on the Software, the Solutions or any portion thereof, (ii) merge any of the foregoing voth any third party software or services; (iii) use any Everbridge Confidential Information to create a product that competes with the Software, (iv) remove, obscure or alter any proprietary notices or labels on the Software or any portion of the Solutions; (v) create internet "links" to or from the Solutions, or "frame" or "mirror" any content forming part of the Solutions, other than on Customer's own intranets for its own internal business purposes, (vi) use, post, transmit or introduce any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the operation of the Solutions, (vii) use the Solutions in violation of any applicable law or regulation, or (viii) access the Solutions for purposes of monitoring Solutions availability, performance or functionality, or for any other benchmarking or competitive purposes 6.3 Reservation of Rights. Other than as expressly set forth in this Agreement, Everbridge grants to Customer no license or other rights in or to the Solutions, the Software or any other proprietary technology, material or information made available to Customer through the Solutions or otherwise in connection with this Agreement (collectively, the "Everbridge Technology"), and all such rights are hereby expressly reserved Everbridge (or its licensors where applicable) owns all rights, title and interest in and to the Solutions, the Software and any Everbridge Technology, and all patent, copyright, trade secret and other intellectual property rights ("IP Rights") therein, as well as (i) all feedback and other information (except for the Customer Data) provided to Everbridge by Users, Customer and Contacts, and (ii) all transactional, performance, derivative data and metadata generated in connection with the Solutions 7. CONFIDENTIAL INFORMATION. 7.1 Definition; Protection. As used herein, "Confidential Information" means all information of a Party ("Disclosing Party") disclosed to the other Party ("Receiving Party"), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation, documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes without limitation, any personally identifiable Customer Data, all Everbridge Technology, and either Party's business and marketing plans, technology and technical information, product designs, reports and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose other than performance or enforcement of this Agreement without the Disclosing Party's prior written consent, unless (but only to the extent) otherwise required by a governmental authority. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except. (i) to the personnel of the Receiving Party or its parent, subsidiary or affiliate organizations having a need to know, or (ii) to the personnel of the Receiving Party's consultants and service providers having a need to know, and only then if such consultants and service providers are bound by confidentiality and non -disclosure commitments substantially similar to those contained herein. Each Party agrees to protect the Confidential Information of the other Party with the same level of care that it uses to protect its own confidential information, but in no event less than a reasonable level of care. 8. WARRANTIES; DISCLAIMER. 8.1 Everbridge Warranty. Everbridge shall use commercially reasonable efforts to provide the Services herein contemplated To the extent professional services are provided, Everbridge shall perform them in a professional manner consistent with industry standards. 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS LICENSORS WARRANT THAT THE SOLUTION WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER, USERS, CONTACTS OR ANY THIRD PARTY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANYTHEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212- 4(0) IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACT DISPUTES ACT, 41 U.S C. 7101-7109. 8.3 Customer Representations and Warranties. Customer represents and warrants that during use of the Solutions, Customer shall (i) clearly and conspicuously notify Contacts of the way in which their personal information shall be used, and (ii) have primary safety and emergency response procedures including, without limitation, notifying 911 or equivalent fire, police, emergency medical and public health officials (collectively, "First Responders") Customer acknowledges and agrees that Everbridge is not a First Responder, and that the Solutions does not serve as a substitute for Customer's own emergency response plan, which in the event of an actual or potential imminent threat to person or property, shall include contacting a First Responder prior to using the Solutions. Customer represents and warrants that all notifications sent through the Solutions shall be sent by authorized Users, and that the collection, storage and processing of Customer Data, and the use of the Solutions, as provided in this Agreement, will at all times comply with (x) Customer's own policies regarding privacy and protection of personal information, and (y) all applicable laws and regulations, including those related to processing, storage, use, disclosure, security, protection and handling of Customer Data. 9. INDEMNIFICATION. 9.1 By Customer. [Intentionally Deleted] 9.2 By Everbridge Everbridge shall indemnify and hold Customer harmless from and against any Claim against Customer, but only to the extent it is based on a Claim that the Solution directly infringes an issued patent or other IP Right in a Contract Renewal Page 7 of 10 country in which the Solution is provided to Customer In the event Everbridge believes any Everbridge Technology is, or is likely to be the subject of an infringement claim, Everbridge shall have the option, at its own expense, to: (i) to procure for Customer the right to continue using the Solution, (ii) replace same with a non -infringing service; (iii) modify such Solution so that it becomes non -infringing; or (iv) refund any fees paid to Everbridge and terminate this Agreement without further liability. Everbridge shall have no liability for any Claim arising out of (w) Customer Data or other Customer supplied content, (x) use of the Solution in combination with other products, equipment, software or data not supplied by Everbridge, (y) any use, reproduction, or distribution of any release of the Solution other than the most current release made available to Customer, or (z) any modification of the Solution by any person other than Everbridge 9.3 Indemnification Process. Customer shall (a) promptly give notice of the Claim to Everbridge once the Claim is known; (b) cooperate with Everbridge's efforts to defend and settle the Claim; and (c) provide Everbridge with all available information and reasonable assistance in connection wth the defense of the Claim. 10. LIMITATION OF LIABILITY. Except for breaches of Section 6, neither Party shall have any liability to the other Party for any loss of use, interruption of business, lost profits, costs of substitute services, or for any other indirect, special, incidental, punitive, or consequential damages, however caused, under any theory of liability, and whether or not the Party has been advised of the possibility of such damage. Notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge's aggregate liability, regardless of whether any action or claim is based on warranty, contract, tort, indemnification or otherwise, exceed amounts actually paid by Customer to Everbridge hereunder during the 12 month period prior to the event giving rise to such liability. Customer understands and agrees that these liability limits reflect the allocation of risk between the Parties and are essential elements of the basis of the bargain, the absence of which would require substantially different economic terms. This clause shall not impairthe U.S. Government's right to recover for fraud or crimes arising out of or related to this Agreement under any federal fraud statute. Furthermore, this clause shall not impair nor prejudice the U.S. Government's right to express remedies provided in the schedule contract (i e. Price Reductions, Patent Indemnification, Liability for Injury or Damage, Price Adjustment, Failure to Provide Accurate Information) 11. MISCELLANEOUS. 11.1 Non -Solicitation As additional protection for Everbridge's proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, Customer agrees that it shall not, directly or indirectly, solicit, hire or attempt to solicit any employees of Everbridge; provided, that a general solicitation to the public for employment is not prohibited under this section 11.2 Force Majeure; Limitations. See GSA Schedule 70 contract and individual ordering document 11.3 Waiver; Severability The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted and the remaining provisions shall continue in full force and effect. 11.4 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned (including an assignment by operation 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 consent of Everbridge, which shall not be unreasonably withheld. 11.5 Governing Law. This Agreement shall be governed and construed in accordance with the federal laws of the United States of America. 11.6 Notices. Either party may give notice at any time by any of the following. letter delivered by (i) nationally recognized overnight delivery service; (ii) first class postage prepaid mail, or (ui) certified or registered mail, (certified and first class mail deemed given following 2 business days after mailing) to the other party at the address set forth below Either Party may change its address by giving notice as provided herein. Invoices shall be sent to the Customer's contact and address following Customer's signature below. 11.7 No Third -Party Beneficiaries There are no third - party beneficiaries to this Agreement. 11.8 Entire Agreement. [Intentionally Deleted] 11.9 Marketing Everbridge shall obtain Customer's express written consent in order to reference Customer's name and logo as an Everbridge customer in Everbridge publications, its website, and other marketing materials. 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the applicable provisions of Exhibit A shall survive the expiration or earlier termination of this Agreement 11.11 Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute one original document. A facsimile transmission or copy of the original shall be as effective and enforceable as the original. 11.12 Export Compliant. Neither Party shall export, directly or indirectly, any technical data acquired from the other pursuant to this Agreement or any product utilizing any such data to any country for which the U S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval 11.13 Equal Employment Opportunity. Everbridge, Inc. is a government contractor and is subject to the requirements of Executive Order 11246, the Rehabilitation Assistance Act and VEVRAA Pursuant to these requirements, the Equal Opportunity Clauses found at 41 Code of Federal Regulations sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60- 3005 (1-11) and sections 60-741 5 (a) (1-6) are incorporated herein by reference as though set forth at length, and made an express part of this Agreement Contract Renewal Page 8 of 10 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 in the Customer's Quote. If Client Is Orderinai Nixie® Branded Products or Community Enaaaement: 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 derivativeworks from communications Client sends through the Solutions for public facing communications to citizens, other public groups and public facing websites, including social media (e g., Google®, Facebook®) (collectively, "Public Communications"), (b) use and display Client's trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to receive those Communications, and on other websites where Everbridge displays your Public Communications, as applicable, and (c) place a widget on Client's website in order to drive Contact opt -in registrations. If Client Is Orderina Everbridae Branded Products: Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or accesses Data Feeds, the sole and exclusive remedy for any failure, defect, or inability to access such Data Feed shall be to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed In addition, such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims any and all liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. "Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Customer in connection with the Solution (e.g , real time weather system information and warnings, 911 data, third party maps, and situational intelligence). Incident ManagementllT Alerting. For Customers purchasing the Incident Management or IT Alerting Solution, 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 (e) Customer shall be provided the number of incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who is authorized by Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident Operator" means an individual who is authorized by Client as an operator of the Incident Management or IT Alerting Solution Contract Renewal Page 9 of 10 EXHIBIT B IPAWS- CMASNVEA Addendum This addendum is incorporated by reference into the Agreement as applicable based on the purchase of IPAWS- CMASNVEA services on the Quote 1 IPAWS Authorization Client represents and warrants to Everbridge that any employee, agents, or representatives of Client who access IPAWS-OPEN using Client's credentials provided by FEMA (each, an "IPAWS User"), are authorized by FEMA to use IPAWS-OPEN, have completed all required training, and Client has executed an IPAWS Memorandum of Agreement ("MOA") with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate ("Digital Certificate") Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it 1 Credentials Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID, and Common Name Client authorizes and requests Everbridge to use the foregoing stored information to connect Client to IPAWS-OPEN. 2. Messaging: Client acknowledges and agrees that: (i) upon submission of messages to IPAWS-OPEN, Everbridge shall have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including, but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way guaranteed or controlled by Everbridge; (ii) Everbridge shall not be liable as a result of any failure to receive messages distributed through IPAWS-OPEN, (iii) (PAWS may include additional features not supported through the Everbridge system, and Everbridge shall not be required to provide such additional features to Client, and (iv) Client shall be solely responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes 3. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system. Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate. Contract Renewal Page 10 of 10 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 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 Rl 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 By: Valerie,Wash in gton(Oct 27, 202209:27 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Oct 27, 2022 Approval Recommended: By: JWsDavls Oct 25, 202214:44 CDT) Name: James Davis Title: Fire Chief Attest: By: J,,jKtte S. Goodall (Oct 28, 2022 11: CDT)�LiZn��C/ Name: Jannette Goodall ag440R �ZL� Title: City Secretary � p0 °°°°000 T 4;1d VENDOR: Everbrige, Inc. 010 . '0 0—° aid pv0 °=d *% °o* IC O ° ij T °O°°°°°°° ,O `(�ZI�nEXASoA.� DonuslpnieO by: bf By:Ef'f,- y• 7SC1ACA 17AARA7c Name: Phillip E. HUff Title: Chief Acctg. officer Date: 19-oct-22 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 1-117 By: Mark Rauscher (Oct 25, 202212:12 CDT) Name: Mark Rauscher Title: Assistant Fire Director Approved as to Form and Legality: By: /' S�� Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 1295: 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. Aeverbridgde Prepared for: Katya Flores City of Fort Worth, TX 818 Missouri Ft. Worth TX 76104 United States Ph: (817) 392-6443 Fax: Email: katya.flores@(ortworthtexas.gov Contract Summary Information: Contract Per od: Contract Start Date: Contract End Date: Contact Summary: Household Count: Employee Count: EXHIBIT B 155 North Lake Acme. Suite 900 tel: •1�81&230-9700 Pasadena. CA 9U01 USA fax �241&230.9905 Quote M 0-111479 Date: 1011312022 Expires On: 10116!2022 Confidential xnw.everbridge— Quotation Salesperson: Gina Srambila Phone: Email: cina.brambila'_@everbndge.com 36 Months 10117120" 1011612025 0 7.000 R1 Al to Fort Worth City Secretary Contract No. 56516 Page 4 of 7 CFW and Everbridge Inc. Year 1 Product Code Description GSA Classification Price IQiy 1 101-11-11-0240-000 Mass Notification Base - 11 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 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 Year 1 TOTAL- USD 15,469.85 Year Qty Product Code Description GSA Classification Price 1 101-11-11.0240.000 Mass Notification Base - 11 GSA Product USD 14,413.43 I 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 Weather Alerting (includes 1 location in base GSA Product USD 100.00 I weather subscription) - Tier 1 I 2 101-01-11-1001-000 I Everbridge Additional Organization GSA Product USD 856.42 I Year 2 TOTAL- USD 15,469.85 Year 3 Qty Product Code Description GSA Classification Price 1 101-11-11-0240-000 Mass Notification Base - 11 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 Weather Alerting (includes 1 location in base GSA Product USD 100.00 I weather subscription) - Tier 1 2 101-01-11-1001-000 Everbridge Additional Organization GSA Product USD 856.42 Year 3 TOTAL- USD 15,469.85 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 Ongoing Fees: Year Two Fees: USD 15,469-85 , Year Three Fees: USD 15,469.85 Page 2 of 4 RI Al to Fort Worth City Secretary Contract No. 56516 Page 5 of 7 CFW and Everbridge Inc. Messaging Credlts Summary: InlHal Cfadits Allowance Addi.ional Credits Purchased Tetal Credits Year ' 1.000,000 _ i.000,C00 Y tat 1.000.000 1,000'DOO Y_ar 2 t,o00,00o 0 1.000.000 1. Ouale subject to the lertrc and conditions of the Id,sler Services Agreement, including any arnendmeads. executed between Everbridge, Inc. and the customer fisted above_ 2. Messaging Credits listed above can be used for Nofficatcns and expire at the end of each year. Consumption of Messaging Credits in excess of these arnounL in any year wil incur addiborml charges I Subject to ales taxes where applicable. 4. Except far currency designation, the supplementai notes below, it any, supplied in this Ovete are for mromnatnml purposes and not intended to be legacy binding or override negotiated language of the Everbrijge Irr, Master Service AgreernerrL Page 3 or 0 RI Al to Fort Worth City Secretary Contract No. 56516 Page 6 of 7 CFW and Everbridge Inc. Please. Sign, Date and Returit Signature: Data: Name IPrirnt : Titter Pla=a, Sign, Date and Return= Signaaum: Dow: Name ;Print;: TRW 155 North Lake Avenue. State 900 Pasadena, CA 91101 USA Tel: +1.818.230.9700 Fax -1.818-230.9505 THANK YCU FOR YOUR BUSINESS! Page 4 or 4 Rl 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 parry by United States Mail, registered, return receipt requested, addressed as follows: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX To CITY: City of Fort Worth Attn: Assistant City Manager 200 Texas Street Fort Worth TX 76102 Facsimile: (817) 392-8564 With Copy to the City Attorney at same address or"WW, I Everbridge, Inc. 25 Corporate Drive, Ste 400 Burlington, MA 01803-4245 Phone: (818) 230-9700 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: "AA, By. Valerie Washington (Jon 31,2022 14:12 CSM Name: Valerie Washington Title: Assistant City Manager Date: Jan 31, 2022 APPROVAL RECOMMENDED: By. •s 0avil (Jan 21,202212:48 CST) Name: James Davis Title: Fire Chief ATTEST: By: JgnnEH'v S. C+oodall Jannette S. Goodall (Jan 31, 20221G:34 CST) Name: Jannette Goodall Title: City Secretary VENDOR: EVERBRIDGE INC. � By. Phillip E.H ff (Jan 20, 20 16:28 ESl� Name: Phillip E. Huff Title: Chief Accounting Officer Date: J an 20, 2022 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By_ ErcT'CFRp (Jan 20, 20Z21531 CST) Name: Brenda Ray Title: Sr. Contract Compliance Specialist APPROVED AS TO FORM AND LEGALITY: By: Name: Christopher Austria Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: N/A 1295: N/A OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY OF FORT WORTH TERMS AND CONDITIONS 1. Termination. 1.1. 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 parries. 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 oftermination 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. RiQht 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. LIABILITY AND INDEMNIFICATION. 5.1. LIABILITY— Intentionally Deleted. 5.2. INDEMNIFICATION — Intentionally Deleted 5.3. INTELLECTUAL PROPERTY INFRINGEMENT. — Intentionally Deleted 6. Assisnment and Subcontracting 6.1. In addition to Section 11.4 ofthe GSA EULA, 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 Attorney 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 City of Fort worth Attn: Assistant City Manager 200 Texas Street Fort Worth TX 76102 Facsimile: (817) 392-8564 With Copy to the City Attorney at same address TO VENDOR: Everbridge, Inc. 25 Corporate Drive, Ste 400 Burlington, MA 01803-4245 Phone: (818) 230-9700 11. Solicitation of Errmlovees. 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 Maieure. 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 Parry'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 parry 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 parry 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. Countemarts. 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 1-9 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 Iegally 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 fast 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 of the dispute and list the party's specific reasons for such dispute. Within ten (10) 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 Tarrant 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 parry 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 Bovcott 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 term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By sib ing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor. (I) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 27. Prohibition on Bovcottin2 Energv Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Goverment 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 by Acts 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 Against 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 terms 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. Renortin2 Reouirements. 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 Aeverbridge' Prepared for: Katya Flores City of Fort Worth, TX 818 Missouri Fort Worth TX 76104 United States Ph: (817) 392-6443 Fax: Email: katya.flores@fortworthtexas.gov Contract Summary Information: Contract Period: Contract Start Date: Contract End Date: Contact Summary: Household Count: IEmployee Count: 155 North LakeAvenue.S:rte 9CJ :e;: -1-91o230.970O Pasadena. CA9=T- JSA tax: -1-81&23G9505 Quote #: Q-78520 Date: 11/18/2021 Expires On: 11/30/2021 Confidential wsnweverbridre_cam Quotation Salesperson: Lily Harrington Phone: (781) 819-5166 Email: lily.harrington@everbridge.com 12 Months 10/17/2021 10/16/2022 10 17,000 IQTY Product Code Description I GSA Classification Price 7,000 101-11-11-0240-000 Mass Notification Base - Tier 9 I GSA Product USD 14,413A3 11 101-01-11-1015-000 Everbridge Open API (Up to 100 Broadcasts) I GSA Product USD 100.00 101-00-11-1060-000 Smart Weather Alerting (includes 1 location in base I GSA Product I USD 100.00 17,000 weather subscription) - Tier 1 2 101-01-11-1001-000 Everbridge Additional Organization I GSA Product I USD 856.42 Pricing Summary: Year One Fees: One-time Implementation and Setup Fees: Professional Services: Total Year One Fees Due: Messaging Credits Summary: Initial Credits Allowance Year 1 1,000,000 erns & Conditions USD 15,469.85 USD 0.00 USD 0.00 USD 15,469.85 Additional Credits Purchased Total Credits 0 11,000,000 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 Numbers (SL\s): Special Item No. 511210: S ofnvare Licenses Special Item No. OLb2 Order Level Materials eve r b r i d g e 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*w.everbtidge_com Contact for Contract Administration Elliot J Mark Phone: 731-859-4094 Email: elliot.mark@everbridge.eom Business Size: Large Business Contract Number:=GS-35F-0692P Period Covered by Contract: July 19.2004 to July 18.2024 Current through. Mod A PO-0066 — Effective on March 24, 2021 On-line access to contract ordering infotntation. terms and conditions. up-to-date pricing. and the option to create an electronic delivery are available through GSA Advantage!*. a menu -driven database system. The LVIERNET address to GSA Advantage! �, is: GSAAdyantage.goc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the 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. J Name of vendor who has a business relationship with local governmental entity. EVERBRIDGE INC ?J ❑ 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.) J Name of local government officer about whom the information is being disclosed. n/a Name of Officer J 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? V Yes V 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? VYes V No J 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 J ❑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)(8), excluding gifts described in Section 176.003(a-1). 71 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