10/10/2024 Agreement 1,411� lw tl w W lw 11:P R114 I S PI II i�� S II—'N I IR.ilw I�/ ''1 —111:M a ilw"u' P14 1I I'All.U.,
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under
Contract with: Everbridge, Inc Contract# Q-177311
Effective Date: 01/01/2025
Expiration Date: 12/31/2025
Contract Purpose/Description:
Renewal of Everbridge Mass Notification contract. This contract is necessary to continue vital
Alert Messaging to residents of Monroe County if the event of emergencies or urgent message
situations
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Cory D. Schwisow 6065 EM/ 14
(Name) (Ext.) (Department/Stop #)
CONTRACT COSTS
Total Dollar Value of Contract: $ 14,826.20 Current Year Portion: $ N/A
(must be$100,000 or less) (If multiyear agreement then
requires BOCC approval,
unless the;omq o,a:euimw ,e
wr o+so,d,N c "n N lh,'h l,f0 00 or
Budgeted?Yes X No ❑
Grant: $N/A County Match: $ N/A
Fund/Cost Center/Spend Category:CC 13500, Ledger: 530310, SC_00036 - Other Contractual Services
ADDITIONAL COSTS
Estimated Ongoing Costs: $ N/A /yr For: N/A
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.)
Insurance Required: YES ❑ NO X
CONTRACT REVIEW
Department Head Signature:
<�/.
( Digit�Ilyzig-d by Cynthia L,Hall
Du cn=Cyntkl L.Hall,o Man County BOCC,au,
County Attorney Signature: ":-1.cy 11-1nun`oe`uunry-fl.guv,`=US
Date:-hA-,azz,es .g
Risk Management Signature: ��&&7 10.22.24
Igl aU�slgn_e by Lisa
Abreu
Purchasing Signature: ISa re Date:2024.10.28
Quinn
John Quinn Date:2024.10.28
OMB Signature: _ 13.49.16-04'00'
Comments:
R e 'a.:sc r1 d P i 2,d P1, 89 F
P,411� lw tl w W lw iI)PI/P14 I S PIl II il� S —111 I IR.ilw I�/ ,1 —'(M a ilw"u' P114 'All.U.,
ATTACHMENT D.5
Revised BOCC 4/19/2023
i e 'is 4i d P i 1,d P1� 89 1 Fi
everbridge 155Na�� laa,�Av �rnw,SuRe� Ron.812 CY9700 ey r add �,co
Pasa,dWna,CA91101 USA Far; ol-018 2 31""05 V4d
Prepared for: Quotation
Shannon Davis Weiner Quote#: Q-177311
Monroe County, FL Date: 9/26/2024
2796 Overseas Hwy. Expires On: 12/13/2024
Marathon FL 33050 Confidential
United States Salesperson: Dwight Paul
Ph: (305)289-6012 Phone:
Fax: 305-289-2493 Email: dwight.paul@everbridge.com
Email:weiner-shannon@monroecounty-fl.gov
Contract Summary Information:
Contract Period: 12 Months
Contract Start Date: 1/1/2025
Contract End Date: 12/31/2025
QTY Product Code Description GSA Classification Price
pg 19/20 82,244 101-11-11-0255-000 Mass Notification Pro-MN Bundle SLG 3 GSA Product USD 12,905.51
pg 57 82,244 101-00-11-0246-000 Resident Connection-Life Safety-USA-1 GSA Product USD 1,920.69
Pricing Summary:
Year One Fees: USD 14,826.20
One-time Implementation and Setup Fees: USD 0.00
Professional Services: USD 0.00
Total Year One Fees Due: USD 14,826.20
Messaging Credits Summary:
Initial Credits Allowance Additional Credits Purchased Total Credits
Year 1 2,000,000 0 2,000,000
Quote Terms:
1, Quote subject to terms&conditions of GSA Contract No.47QTCA24DO083 and the GSA Approved End User License Agreement("EULA"),the latter of
which is attached hereto and incorporated by reference.
2, Messaging Credits listed above can be used for Notifications and expire at the end of each year. Consumption of Messaging Credits in excess of these
amounts in any year will incur additional charges.
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.47QTCA24D0083,or the EULA.
Page 1 of 2
Please, Sign, Date and Return:
Signature Signature: � �111 10/10/2024
Email: Hurley-Christine@monroecounty-fl.gov
Name(Print): Christine Hurley Title: County Administrator, Monroe
County
Please, Sign, Date and Return:
Signature: Date:
Name(Print): Title:
Everbridge, Inc.
55 North lake Avenue,Suite 900
Pasedena,CA 91101
(818)230-9700
THANK YOU FOR YOUR BUSINESS!
Approved as to form and legal sufficiency:
Monroe County Attorney's Office 10-2-2024
Page 2 of 2
vog
everbridge-
Everbridge, Inc.
GSA Approved End User License Agreement-SaaS
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 ("Client"), effective on the date of signature by an authorized signatory on the Quote or other ordering document
("Effective Date"). Everbridge and Client are each hereinafter sometimes referred to as a "Party" and collectively, the "Parties."
1. SERVICES.
1.1 Orders. Everbridge shall provide Client 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 or other ordering document (e.g., statement of work) (the "Quote") and the applicable Solution documentation (the
"Documentation"). If applicable, Everbridge shall provide the training and professional services("Professional Services")set forth in
the Quote. Collectively,the Solutions and Professional Services are referred to as the"Services". Everbridge shall provide Client with
login and password information for each User(as defined below) and will configure the Solutions based on the maximum number of
Contacts (as defined below) or Users, as applicable depending on the Solutions ordered. Client shall undergo the initial setup and
training as set forth in the onboarding Documentation within sixty (60) days of the Effective Date. 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 Client 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 Client. "Contacts" are
individuals who Client 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 Client
is set forth on the Quote.
2. PAYMENT TERMS. Everbridge shall invoice Client annually in advance for all Solutions and Professional Services, and Client
shall pay the fees set forth in the Quote within thirty (30) days from date of invoice. All pricing must be consistent with the Schedule
Price List. If Client exceeds any role-based numbers, messaging credits or other usage levels consistent with the Schedule Price list.
All Professional Services must be used within 12 months from date of purchase.
3. RESPONSIBILITIES.
3.1 Client Data. Client shall retain all ownership rights in all Contact data and all electronic data Client transmits to
Everbridge to or through the Solutions ("Client Data"). Client represents that it has the right to authorize and hereby does authorize
Everbridge to collect, store and process Client Data subject to the terms of this Agreement. Client shall maintain a copy of all Contact
data it provides to Everbridge.
3.2 Use of Solutions. Client is responsible for all activity occurring under Client's account(s) and shall comply with all
applicable Privacy Laws(as defined below)and all other applicable laws and regulations in connection with Client's use of the Services,
including its provision of Client Data to Everbridge. Client shall be responsible for ensuring that there is a lawful basis for sending
communications through the Solutions to Contacts including,where applicable, obtaining the required consent of Contacts.Client shall
use the Service in accordance with Everbridge's then applicable Acceptable Use Policy posted on www.everbridcie.com. Client shall
promptly notify Everbridge of any unauthorized use of any password or account of which Client becomes aware. Client acknowledges
that the Solutions are a passive conduit for the transmission of Client Data, and Everbridge has no obligation to screen, preview or
monitor content, and shall have no liability for any errors or omissions or for any defamatory, libelous, offensive or otherwise unlawful
content in any Client Data, or for any losses, damages, claims, or other actions arising out of or in connection with any data sent,
accessed, posted or otherwise transmitted via the Solutions by Client, Users or Contacts, except to the extent such losses are caused
directly by the acts or omissions of Everbridge personnel.
3.3 Data Privacy. Everbridge shall abide by all applicable Privacy Laws in connection with the operation of the Solutions.
"Privacy Laws" means all U.S.federal and state laws and regulations regarding consumer and data protection and privacy.
3.4 Data Security. Everbridge's IT security and compliance program includes the following standards generally adopted by
industry leading SaaS providers: (i) reasonable and appropriate technical, organizational, and security measures against the
destruction, loss, unavailability, unauthorized access or alteration of Client Data in the possession or under the control of Everbridge,
including measures to ensure the availability of information following interruption to, or failure of, critical business processes; and (ii)
an annual assessment of its security controls performed by an accredited third party audit firm in accordance with the Statement on
Standards for Attestation Engagements No. 18 (SSAE 18). Upon request, Everbridge shall provide Client with a copy of its current
SSAE 18 SOC 2 report. Everbridge's security framework is based on the security requirements and controls within US National Institute
of Standards and Technology (NIST) Special Publication 800-53 — Security and Privacy Controls for Information Systems and
Organizations. The NIST 800-53 security requirement standard has direct mapping to other security and data privacy frameworks,
including global information security standard ISO 27001, HIPAA-HITECH, and HITRUST. The data security procedures that
Everbridge follows when providing the Solutions are included at the following URL: hftps:Hdocs.everbridge.com/cdn/legal/Data-
Security-Exhibit,2±.
GSA EULA February 2024
4. TERM. The term of this Agreement shall begin on the Effective Date and shall expire when all underlying Quotes with Client or
its Affiliates have expired in accordance with the terms of such Quotes, unless terminated earlier as provided herein.
5. SUSPENSION.
5.1 Suspension.Everbridge may temporarily suspend Client's access to the Solutions or any portion thereof for(i)emergency
network repairs, threats to, or actual breach of network security; or(ii) any legal, regulatory, or governmental prohibition affecting the
Solution. Everbridge shall use its best efforts to notify Client through its Client 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. Subject to the terms and conditions of this Agreement, Everbridge hereby grants to Client, during the
term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable right to use the Solutions.
6.2 Restrictions. Client shall use the Solution solely for its internal business purposes. In particular, Client's use of the
Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing. Client shall not (i) sell,
transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set
forth herein; (ii) modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; (iv) remove, obscure or
alter any proprietary notices or labels on the Solution or any materials made available by Everbridge; (v)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 Solution; or(vi) defeat or attempt to defeat any security mechanism of any Solution.
6.3 Reservation of Rights.The Solutions(including all associated computer software(whether in source code, object code,
or other form),databases,indexing,search,and retrieval methods and routines, HTML,active server pages, intranet pages,and similar
materials) and all intellectual property and other rights, title, and interest therein (collectively, "IP Rights"), whether conceived by
Everbridge alone or in conjunction with others, constitute Confidential Information and the valuable intellectual property, proprietary
material,and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property laws of the United States
and other countries. Everbridge owns(i) all voluntary feedback regarding the design or operation of the Services(except for the Client
Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all aggregated and anonymized
transactional, performance, derivative data and metadata generated in connection with the Solutions, which are generally used to
improve the functionality and performance of the Services. Except for the rights expressly granted to Client in this Agreement,all rights
in and to the Solutions and all of the foregoing elements thereof(including the rights to any work product resulting from Professional
Services and to any modification, enhancement, configuration or derivative work of the Solutions) are and shall remain solely owned
by Everbridge and its respective licensors. Everbridge may use and provide Solutions and Professional Services to others that are
similar to those provided to Client hereunder, and Everbridge may use in engagements with others any knowledge, skills, experience,
ideas,concepts, know-how and techniques used or gained in the provision of the Solutions or Professional Services to Client, provided
that, in each case, no Client Data or Client Confidential Information is disclosed thereby.
7. CONFIDENTIAL INFORMATION.
7.1 Definition."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,all Client Data,the Solutions,
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 Disclosing Party; (ii)was known to Receiving Party prior to its disclosure by Disclosing Party without breach
of any obligation owed to Disclosing Party; (iii)was independently developed by Receiving Party without breach of any obligation owed
to Disclosing Party; or(iv) is received from a third party without breach of any obligation owed to Disclosing Party.
7.2 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose
other than performance or enforcement of this Agreement without Disclosing Party's prior written consent. If Receiving Party is
compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other
public information request (i.e., "state sunshine" laws) it shall provide Disclosing Party with prior notice of such compelled disclosure
(to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the
disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it
protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving
Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential
Information.
7.3 Upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the
confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all materials
containing such Confidential Information. Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information
if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving
and back-up procedures, subject at all times to the continuing applicability of the provisions of this Agreement.
2
8. WARRANTIES; DISCLAIMER.
8.1 Everbridge Warranty. During the duration of the Term, Everbridge shall provide the Solutions in material compliance with
the functionality and specifications set forth on the applicable Solution Documentation during the period the Services are purchased.
Everbridge shall provide 24X7X365 Client support in accordance with its most recently published Support Services Guide.Professional
Services shall be performed in a professional manner consistent with industry standards.
8.2 Disclaimer.THE FOREGOING REPRESENT THE ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER, AND
EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT THAT THE SOLUTION WILL
OPERATE ERROR FREE OR WITHOUT INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
EVERBRIDGE HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM
FAILURE OF THE SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY, EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
8.3 SMS Transmission. CLIENT ACKNOWLEDGES THAT THE USE OF SHORT MESSAGING SERVICES("SMS"),ALSO
KNOWN AS TEXT MESSAGING, AS A MEANS OF SENDING MESSAGES INVOLVES A REASONABLY LIKELY POSSIBILITY
FROM TIME TO TIME OF DELAYED, UNDELIVERED, OR INCOMPLETE MESSAGES AND THAT THE PROCESS OF
TRANSMITTING SMS MESSAGES CAN BE UNRELIABLE AND INCLUDE MULTIPLE THIRD PARTIES THAT PARTICIPATE IN THE
TRANSMISSION PROCESS, INCLUDING MOBILE NETWORK OPERATORS AND INTERMEDIARY TRANSMISSION COMPANIES.
ACCORDINGLY, EVERBRIDGE RECOMMENDS THAT SMS MESSAGING NOT BE USED AS THE SOLE MEANS OF
COMMUNICATION IN AN EMERGENCY SITUATION.
9. INDEMNIFICATION.
9.1 By Everbridge. Everbridge shall defend, indemnify and hold Client harmless from and against any Claim against Client
arising out of (i) any breach by Everbridge of applicable Privacy Laws; (ii) any breach by Everbridge of its data security obligations
under Section 3.4; or (iii) an allegation that the Solution as contemplated hereunder infringes an issued patent or other IP Right in a
country in which the Solution is provided to Client. If(x) any aspect of the Solution is found or, in Everbridge's reasonable opinion is
likely to be found,to infringe upon the IP Right of a third party or(y)the continued use of the Solution is enjoined,then Everbridge will
promptly and at its own cost and expense at its option: (i) obtain for Client the right to continue using the Solution; (ii) modify such
aspect of the Solution so that it is non-infringing; or(iii) replace such aspect of the Solution with a non-infringing functional equivalent.
If, after all commercially reasonable efforts, Everbridge determines in good faith that options (i) - (iii) are not feasible, Everbridge will
remove the infringing items from the Solution and refund to Client on a pro-rata basis any prepaid unused fees paid for such infringing
element.The remedies set forth in this Section 9.2 are Client's exclusive remedy for Claims for infringement of an IP Right. Everbridge
shall have no obligation or liability for any claim pursuant to this Section to the extent arising from: (i)the combinations, operation, or
use of the Solution supplied under this Agreement with any product, device, or software not supplied by Everbridge to the extent the
combination creates the infringement; (ii) the unauthorized alteration or modification by Client of the Solution; or (iii) Everbridge's
compliance with Client's designs, specifications, requests, or instructions pursuant to an engagement for Everbridge Professional
Services relating to the Solution to the extent the claim of infringement is based on the foregoing.
9.2 Indemnification Process. The indemnifying party's obligations under this Section 9 are contingent upon the indemnified
party (a) promptly giving notice of the Claim to the indemnifying party once the Claim is known; (b) giving the indemnifying party sole
control of the defense and settlement of the Claim (provided that the indemnifying party may not settle such Claim unless such
settlement unconditionally releases the indemnified party of all liability and does not adversely affect the indemnified party's business
or service); and (c) providing the indemnifying party all available information and reasonable assistance.
10. LIABILITY LIMITS. To the maximum extent permitted by law, neither Party shall have any liability to the other Party for any
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. Except for its indemnification obligations under Section 9, 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 or otherwise, exceed amounts paid or due by Client to Everbridge hereunder during the 12-month
period prior to the event giving rise to such liability. Client 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 impair the 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. INSURANCE. Everbridge will maintain during the term of this Agreement the following coverages: (i)General Liability insurance,
with liability limits of at least $5,000,000; (ii) Network Technology/Cyber Liability coverage with limits of at least $5,000,000; and (iii)
workers' compensation insurance as required by the state or local law in which the work is performed. Upon request by Client,
Everbridge shall provide Client a certificate of insurance evidencing such coverages.
12. MISCELLANEOUS.
12.1 Non-Solicitation.As additional protection for Everbridge's proprietary information,for so long as this Agreement remains
in effect, and for one year thereafter, Client 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.
3
12.2 Force Majeure; Limitations. See GSA Schedule 70 contract and individual ordering document.
12.3 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 or revised, and the remaining provisions shall continue in full force and effect to the maximum extent possible so as to give
effect to the intent of the Parties.
12.4 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 Client, 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.
12.5 Governing Law. This Agreement shall be governed and construed in accordance with the federal laws of the United
States of America.
12.6 Notices. Legal notices (e.g., claimed breach or termination) to be provided under this Agreement shall be delivered in
writing (a) in person, (b) by nationally recognized overnight delivery service, or(c) by U.S. certified or first class mail to the other party
as set forth on the signature page hereto. All legal notices shall be deemed to have been given upon receipt or, if under(c), three (3)
business days after being deposited in the mail. Either party may change its address by giving notice of the new address to the other
party pursuant to this Section and identifying the effective date of such change. Everbridge may provide all other notices to Client's
billing contact on the Client Registration Form or, with respect to availability, upgrades or maintenance of the Solutions, to the
Everbridge Support Center.
12.7 No Third-Party Beneficiaries.There are no third-party beneficiaries to this Agreement.
12.8 Survival.Sections 2, 3.1,6, 7,9, 10 11, 12 and the applicable provisions of Exhibit A shall survive the expiration or earlier
termination of this Agreement.
12.9 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 60-300.5 (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.
12.10 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. Client shall not
permit Users to send notifications to a Contact in a U.S. embargoed country or in violation of any U.S.export law or regulation.
12.11 U.S. Government End-Users.The Solutions and related documentation are"commercial items"as defined at 48 C.F.R.
2.101, consisting of"commercial computer software" and "commercial computer software documentation" as such terms are used in
48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4, U.S.government Clients and end-
users acquire licenses to the Solutions and related documentation with only those rights set forth herein.
12.12 General. Any right, obligation or condition that, by its express terms or nature and context is intended to survive the
termination or expiration of this Agreement, shall survive any such termination or expiration hereof. This Agreement, and any other
document referencing and governed by this Agreement may be executed in one or more counterparts, each of which shall be deemed
an original,but which together shall constitute the same agreement. Each Party agrees to be bound by its digital or electronic signature,
whether transmitted by fax machine, in the form of an electronically scanned image(e.g., in .pdf form), by email, or by other means of
e-signature technology, and each Party agrees that it shall accept the signature of the other Party transmitted in such a manner.
4
EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the
particular products and services described on the Quote.
If Client Is Ordering Nixle°Products or Community Engagement:
1. Client grants to Everbridge a non-exclusive, royalty free,worldwide and perpetual right and license(including sublicense)
to(a)use,copy,display,disseminate, publish,translate,reformat and create derivative works from communications Client
sends through the Solutions 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. Client further
acknowledges and agrees that all personal information from individuals registering through such widget is owned
expressly by Everbridge and such information will be governed by the applicable Privacy Policy.
If Client Is Ordering Everbridge Suite Products:
1. Messaging Credits. The Solutions include units of usage ("Messaging Credits") for communications sent by Client
through the Solutions to multiple Contacts via one or more communication paths ("Notifications"). No Messaging Credits
shall be required to send Notifications by push notification(Everbridge mobile application), by email or by pager. If Client's
use of the Solutions exceeds the amount of Messaging Credits allocated to the account or previously purchased, Client
shall pay for such overages and charges back to the date they were incurred. Unused Messaging Credits expire at the end
of the annual billing period under the applicable Quote and are not refundable. Additional Messaging Credits may be
purchased separately.
2. Usage. Messaging Credits shall be applied per Notification sent by Client through the Solutions. A single Notification is
defined as follows:
■ SMS Text messages:
i. For messages that contain only GSM characters, each 153 characters or portion thereof.
ii. For messages that contain any non-GSM characters, each 67 characters or portion thereof.
iii. GSM characters include only characters in the GSM 7-bit default alphabet.
iv. Character limits for SMS Text messages are determined by telecommunication providers. Everbridge reserves
the right to change the length of a single SMS Text message if telecommunication providers update these
amounts.
■ Voice messages or Conference Voice: One minute or portion of a minute of the voice message, calculated on a
cumulative basis per month, per destination country.
■ TTY: One minute per TTY message.
■ Fax: Per page transmitted.
3. Role-based Limits. If Client exceeds any role-based limits (such as the number of Contacts, Resolvers or authorized
users of a Solution) set forth on the applicable Quote, Client shall pay for such additional role-based numbers as of the
date that the overage began.Payment shall be at the role-based number rate in the Quote and shall be paid for the duration
of the term of such Quote.
4. Other Usage Limits. If the applicable Quote sets forth any geographic, departmental, entity-based or other limitation on
usage of the Solutions,then Client's use of the Solutions is expressly limited to Contacts who are based in such geographic
area, department or entity or who otherwise meet the usage limitation criteria specified in the Quote. Client's use of the
Solutions with any Contacts who are not included within such limitations shall constitute a material default under this
Agreement and shall subject such Client to additional charges for such unauthorized usage.
5. Data Feeds.Client shall not use any automated device,computer program,software,tool,algorithm, bot or similar process
to mine or systematically scrape or extract data from any of the products, except as authorized in writing by Everbridge.
Notwithstanding anything to the contrary in this Agreement, to the extent that Client has purchased or accesses Data
Feeds, the content such feeds are provided solely on an "AS IS" and "AS AVAILABLE" basis and Everbridge disclaims
any and all liability of any kind or nature resulting from (a)any inaccuracies or failures with respect to such Data Feeds or
(b)any actions taken by Client as a result of its use of the Solutions or its content.All Data Feeds are provided solely as a
convenience and do not constitute an endorsement by Everbridge.The sole and exclusive remedy for any failure, defect,
or inability to access the content of such Data Feed shall be to terminate the Data Feed with no further payments due.
"Data Feed" means data content or websites licensed or provided by third parties to Everbridge and supplied to Client in
connection with the Solution (e.g., real time weather system information and warnings, 911 data, third party maps, and
situational intelligence) or publicly-available information that Client accesses on the Internet while using the Services.
Clients purchasing Visual Command Center or Signal products further agree that they will comply with the Data Feed
Terms and Conditions found at https://www.everbridcie.com/wp®content/uploads/Data-Feed-Terms-and-Conditions-Oct-
2019,pdf.
5
6. Resident Connection Data. If a Client is purchasing Resident Connection Data, Everbridge provides to Client a limited,
non-exclusive, non-transferable, non-sublicensable, right to use mobile, landline and VoIP telephone records ("Resident
Connection Data") in connection with emergency notifications sent through the Everbridge Solutions. Resident
Connection Data is Confidential Information of Everbridge and is subject to the confidentiality obligations in Section 7 and
the license restrictions in Section 6.2 of this Agreement. Unless provided herein, Resident Connection Data is owned
expressly by Everbridge and rights to use such data terminates upon the termination or expiration of this Agreement.
Non-Emergency Messaging
1. If Client is using the solution to send non-emergency calls, text messages or emails to consumers, Client expressly agrees
to comply with the Telephone Consumer Protection Act of 1991,including its implementing regulations,and any other similar
laws and regulation(collectively,"Consumer Protection Law").Client shall not violate these or others applicable laws and
warrants that it shall receive express consent from Contacts if its messages fall within these Consumer Protection Laws.
6
EXHIBIT B
IPAWS-CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the particular products and
services described 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 (PAWS Memorandum
of Agreement("MOK)with FEMA. Client shall contact Everbridge immediately upon any change in Client or any(PAWS
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.
Client shall be solely responsible for any and all claims, damages, expenses (including attorneys' fees and costs) that
arise from any unauthorized use or access to IPAWS-OPEN.
2. 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.
3. 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.
4. 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. In addition, Everbridge may
immediately terminate, without liability, access to IPAWS-OPEN, if Client breaches this Addendum, the MOA, or FEMA
changes the IPAWS-OPEN system so that it materially change the business terms and/or feasibility for Everbridge to
provide such access.
7
Exhibit C
(State and Local Clauses Only)
This addendum is incorporated by reference into the Agreement as applicable.
1. Florida Public Records law (F.S. 119.0701).
RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its
subcontractors shall comply with all public records laws of the State of Florida, including
but not limited to:
a. Keep and maintain public records required by Monroe County in order to
perform the service.
b. Upon request from the public agency's custodian of public records, provide
the public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law
for the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all
public records in possession of the contractor or keep and maintain public records
required by the public agency to perform the service. If the contractor transfers all
public records to the public agency upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the contractor keeps and maintains public
records upon completion of the contract, the contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to Monroe County, upon request from the public agency's custodian of
records, in a format that is compatible with the information technology systems of
Monroe County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY, AT (305) 292-3470, -
, c/o Monroe County Attorney's Office,
1111 12t" St., Suite 408, Key West FL 33040.
2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all
contracts for purchases of services or goods > 1 year): Monroe County's
performance and obligation to pay under this contract is contingent upon an annual
appropriation by the BOCC.
3. Insurance Requirements (Monroe County Risk Manual): The vendor is required
to provide the following insurance coverage:
(As contained in the contract.)
Prior to or at time of execution of the agreement, the vendor shall provide a
certificate of insurance evidencing current coverage in this amount. Therefore, the
vendor shall provide updated certificates whenever the coverage is renewed.
4. Public Entity Crime Statement (required for all procurement documents and
contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or
affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or
services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with
any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor list. As
used herein, the term "convicted vendor list" means a list maintained by the Florida
Department of Management Services, as defined in F.S. 287.133.
By entering in this Agreement, the vendor acknowledges that it has read the above
and states that neither the vendor nor any Affiliate has been placed on the
convicted vendor list within the last 36 months.
5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-
1990): By entering in this Agreement, the vendor warrants that he/it has not
employed, retained or otherwise had act on his/her behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 010-1990 or any County
officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach
or violation of this provision the County may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the
Agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or
employee.
6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021,
every public employer, contractor, and subcontractor shall register with and use the
E-Verify system to verify the work authorization status of all newly hired employees.
By entering into this Agreement, the vendor certifies that it registers with and uses
the E-Verify system. If the contractor enters into a contract with a subcontractor,
the subcontractor must provide the contractor with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. The contractor shall maintain a copy of such affidavit for the duration of the
contract.
7. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts > $1 million): This contract is terminable at the option of
the awarding body if the vendor is found to have submitted a false certification as
defined below, has been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List as those terms are defined in F.S. 287.135, or been engaged
in business operations in Cuba or Syria.
i. False certification: At the time a company submits a bid or proposal for a
contract or before the company enters into or renews a contract with an
agency or local governmental entity for goods or services of $1 million or
more, the company must certify that the company is not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List and that it does not
have business operations in Cuba or Syria. At the time a company
submits a bid or proposal for a contract or before the company enters into
or renews a contract with an agency or local governmental entity for goods
or services of any amount, the company must certify that the company is
not participating in a boycott of Israel. By entering into this agreement, the
vendor certifies that the company complies with these requirements.
b. (Applies to all contracts): This contract is terminable at the option of the
awarding body if the company is found to have been placed on the Scrutinized
Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is
engaged in a boycott of Israel.
8. Payment: Invoices will be paid in accordance with the Florida Local Government
Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk
with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is
based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
9. Human Trafficking (F.S. 787.06): Whenever a contract is executed, renewed, or
extended between a nongovernmental entity and a governmental entity, the
nongovernmental entity must provide an affidavit signed by an officer or a
representative of the nongovernmental entity under penalty of perjury, attesting to
that the nongovernmental entity does not use coercion for labor or services. A copy
of the affidavit is attached.
10. Foreign Entities Affidavit (F.S. 287.138):
a. Beginning 1/1/2024, a governmental entity may not accept a bid or proposal
from, or enter into a contract with, an entity which would grant the entity access
to individual personal identifying information ("PII") unless the entity provides an
affidavit signed by an officer or representative under penalty of perjury attesting
that the entity does not meet any of the criteria in F.S. 287.138(2)(a)-(c):
• Entity owned by a country of concern (China, Russia, Iran, North
Korea, Venezuela, Syria)
• Controlling interest by government of foreign country of concern;
• Entity organized under the laws of or has principal place of
business in foreign country of concern.
b. Beginning 7/1/2025, a governmental entity cannot renew a contract with an entity
which would grant the access to PII unless the entity provides the affidavit.
c. Beginning 7/1/2025, a governmental entity cannot extend or renew a contract
with an entity meeting the above criteria if the contract would give access to PII
to that entity.
The affidavit is attached.
11. Antitrust (F.S. 287.137):
A person or an affiliate who has been placed on the antitrust violator
vendor list following a conviction or being held civilly liable for an
antitrust violation may not submit a bid, proposal, or reply for any new
contract to provide any goods or services to a public entity; may not
submit a bid, proposal, or reply for a new contract with a public entity for
the construction or repair of a public building or public work; may not
submit a bid, proposal, or reply on new leases of real property to a public
entity; may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a new contract with a public entity;
and may not transact new business with a public entity.
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: Everbridge, Inc.
Vendor FEIN: 96-9q`19312 — Dwigh Paul
Vendor's Authorized Representative:
Address: 155 North Lake Ave, Ste 900 (Name and Title)
City: Pasadena State: CA zip: 91101
Phone Number: (937) 741 3674
Email Address: dwight.l2aul(&-)everbrid qe.com
As a nongovernmental entity executing, renewing, orextending a contract with a
government entity, Vendor is required to provide an affidavit under penalty of perjury
attesting that Vendor does not use coercion for labor or services in accordance with
Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine
any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when
labor or services are pledged as a security for the debt, if the value of the
labor or services as reasonably assessed is not applied toward the liquidation
of the debt, the length and nature of the labor or service are not respectively
limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing
any actual or purported passport, visa, or other immigration document, or any
other actual or purported government identification document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule 11 of
Section 893.03 to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury
that Vendor does not use coercion for labor or services in accordance with Section
787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees
to abide by same,
Certified By: Shirley Devlin-Lebow
who is authorized to sign7on behalf o 'thp above referenced company.
Authorized Signature:
Print Name: Shirley Devlin-LeboW4
Title:Chief A-c—counfing Offficer ( I
FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
1, Shirley Devlin-Lebow of the city of Murphy, Texas according to
law on my oath, and under penalty of perjury, depose and say that:
a. I am Chief Accounting Offficer of the firm of
Ever brid ge, Inc. —("Entity"), the bidder
making the Proposal for the project described in the Request for Proposals for
Monroe County, FL and that I executed the said
proposal with full authority to do so;
b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by
the government of a Foreign Country of Concern, as that term is defined in F.S.
287.138, is not organized under the laws of nor has its Principal Place of
Business in a Foreign Country of Concern, and the government of a Foreign
Country of Concern does not have a Controlling Interest in the entity.
c. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained
in this affidavit in awarding contracts for said project.
F- (Signature)
Date: 6�C - f 7 2,2
STATE
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of 0-physic presence or
0 online notarization, on 1 S`2 (date) by
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14.
Final Audit Report 2024-11-06
Created: 2024-11-06
By: Cory Schwisow(Schwisow-cory@monroecounty-fl.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAsezkhap-bzgJJEn4Ddu9sMDYuKq--38u
"Full Everbridge Renewal - OMB Signed" History
r:"o�ro Document digitally presigned by Lisa Abreu (abreu-lisa@monroecounty-fl.gov)
2024-10-28-4:35:07 PM GMT
r:"o�ro Document digitally presigned by John Quinn (quinn John@monroecounty-fl.gov)
2024-10-28-5:49:16 PM GMT
Document created by Cory Schwisow (Schwisow-cory@monroecounty-fl.gov)
2024-11-06-3:14:52 PM GMT
Document emailed to Christine Hurley(Hurley-Christine@monroecounty-fl.gov) for signature
2024-11-06-3:16:17 PM GMT
Email viewed by Christine Hurley (Hurley-Christine@monroecounty-fl.gov)
2024-11-06-5:17:14 PM GMT
f:"dT Document e-signed by Christine Hurley (Hurley-Christine@monroecounty-fl.gov)
Signature Date:2024-11-06-5:18:20 PM GMT-Time Source:server
° Agreement completed.
2024-11-06-5:18:20 PM GMT
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