HomeMy Public PortalAboutEverbridge 3-17-2015 13 March 2015 Exhibit A
T.O. 2014-01 (Rev.1)
DISCUSSION
Background — T.O. 2014-01 was authorized for purposes of seeking Letters-of-Permission
(LOP's) to perform activities required to remove the derelict structure field lying seaward of Ft.
Screven. The initial T&M budget was predicated upon little to no federal interagency
coordination requirements related to ESA (piping plover; red knot; sea turtles). See Memo dated
10 November 2014 discussing the original T.O. (attached). Said coordination is now necessary
due to in-depth site specific interagency concerns.
It is proposed that the original T.O. be expanded to address the elevated level of project
permitting involved, as well as several additional activities (not previously addressed) related to
design, solicitation of proposals by marine contractors, etc.
SUBTASKS
• Permitting — It is proposed that this Task, which includes a meeting at the Savannah
District, USACOE on 12 March 2015 be expanded from the original $10K budget to
$21K.
• Design — Utilizing the original survey data which located the subject derelict structures
prior to burial by the 2008 federal beach fill, as well as updated beach survey info,
aerials, etc., the consultant will formulate documents suitable for soliciting Proposals to
perform the requisite removal activities (after 31 August 2015). Note — the documents
formulated are not typical design documents but rather documents suitable for receiving
Proposals which delineate Work Plans and Costs — from multiple qualified marine
contractors. In addition, an updated beach survey in March or April will be required.
The cost for this Subtask (including the beach profile survey by a subcontractor) is
$35,000.
1 olsen associates, inc.
1 500 50o N Brand Blvd,Suite 1006 tei:888.384.4911 www.everbridge.com
N l r GA Blvd, USA fax:8'8.484.2299
QUOTATION
Quote Number:00014851
Confidential
1 of 2
Prepared Todd Smith Quotation Date: March 17,2015
for: City of Tybee Island,GA Quote Expiration Date: May 28,2015
403 Butler Avenue Rep: Ethel Olague
Tybee Island,GA 31328-9785 (818)230-9752
(912)786-4573 x5111 ethel.olague @everbridgemail.com
tsmith@cityoftybee.org
Contract Summary Information
Contract Period: 3 Years
Contract Start Date: May 29,2015
Contract End Date: May 28,2018
MN Contacts up to: 13,200
MN Households up to: 5,000
ANNUAL SUBSCRIPTION
Service Fee Type Q�t[ Unit Price Total Price
Everbridge Mass Notification(MN)with Unlimited Domestic Minutes Recurring 1 $7,500.00 ' $6,496.88
PREMIUM FEATURES/USAGE -44 rpoL614A`1,
Service Fee Type Unit Price Total Price
Smart Weather Alerting(includes 1 location in base weather subscription) Recurring 1 $1,250.00 $1,250.00
Interactive Visibility:Social Media View Recurring 1 $1,000.00 $0.00
Interactive Visibility:Mobile Member Recurring 1 $1,500.00 ! $1,000.00
e r {+ 00 N 3rand Blvd,Suite 1000 Yei:888. .2 www.everbr'dge.corn
V�j ` Glencale.rd Blvd,Suite
faz:8'18.484.2299
QUOTATION
Quote Number:00014851
Confidential
2 of 2
Pricing Summary:
Year One Fees*: $8,746.88
One-time Implementation and Set Up Fees: $220.00
Total Year One Fees: $8,966.88
Subsequent Year(s)Ongoing Annual Recurring Fees: $8,746.88
1. Additional rates apply for all international calls.
2. Quote subject to terms&conditions of the Everbridge Services Agreement.
3. Subject to sales taxes where applicable.
4. Except for currency designation,the supplemental notes below,if any,supplied in this Quote are for informational purposes and not
intended to be legally binding or override negotiated language of the Everbridge Inc.Service Agreement.
(*Year One Fees are the total of the first year annual subscription fees and any one-time fees,i.e., Professional Services.)
Supplemental Notes:
-The contacts listed above represent up to 5,000 households and 250 employees and first responders.
Authorized by Everbridge: T c quot , ign,date and return:
Signature Date AutllpFized Site ture Date
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Print Name Title F:int Name Title Q
Amendment to
Services Agreement
This Amendment ("Amendment") to the service agreement by and between Everbridge, Inc., a Delaware corporation
("Everbridge"), and the customer entity identified on the applicable quote ("Customer") is effective as of the date of the Customer's
signature on the Quote (as defined below). All capitalized terms used herein without definition shall have their respective meanings
set forth in the Agreement(as defined below).
WHEREAS, Everbridge and Customer previously entered into a service agreement for the provision of mass notification
services(such agreement including any previous amendments, referred to as the"Agreement");
WHEREAS, Everbridge has developed a new software platform with additional functionality and applications, and Customer
desires to use the new platform for its mass notification service and/or other communication services;
WHEREAS, the Parties desire to amend the Agreement on and subject to the terms of this Amendment, and simultaneously
execute a quote pursuant to the migration to the new software platform(the"Quote");
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable
consideration,the Parties agree to amend the Agreement as follows:
1. Term: The Term provision of the Agreement shall be deleted and replaced in its entirety as follows:
TERM. This Agreement shall begin on the Effective Date and shall continue in effect until all underlying Quotes with
Customer have expired in accordance with the terms of such Quote(s), or if this Agreement is terminated earlier as
provided herein. Services under an applicable Quote will begin as set forth in such Quote and shall continue for the
initial term specified therein ("Initial Service Term"). If a Quote contains Services added to an existing subscription,
such added Services shall be billed on a pro-rated basis and will be coterminous with the Initial Service Term or
applicable renewal Service term ("Renewal Term"), unless otherwise agreed to by the parties.
2. Affiliates:The following language shall be added as a new section to the Agreement:
AFFILIATES. An Affiliate (as defined below) may make use of the Services hereunder to the same extent as
Customer, provided, that,the Affiliate purchases the Services on the same terms and conditions as are contained in
this Agreement pursuant to a fully executed Quote agreed to by Everbridge and such Affiliate. Solely as to the
Agreement between Everbridge and such Affiliate, all references to "Customer" shall refer to such Affiliate upon
execution of an applicable Quote, including those with respect to liability and indemnification. By executing a Quote
each Affiliate agrees to be bound by all the terms and conditions herein as to such Affiliate. "Affiliate" means any
entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Control",for purposes of this definition of Affiliates, means(i)the ownership of greater than fifty percent(50%) of the
voting power to elect directors of the company, or(ii) direct or indirect ownership or control of more than 50% of the
voting interests of the subject entity. An entity that otherwise qualifies under this definition will be included within the
meaning of"Affiliate"even though it qualifies after the execution of this Agreement.
3. Entire Agreement: Immediately following the end of the Entire Agreement provision,the following language shall be added:
ANY NEW TERMS OR CHANGES INTRODUCED IN A PURCHASE ORDER OR OTHER DOCUMENT ARE VOID AND
OF NO FORCE OR EFFECT. EVERBRIDGE'S ACKNOWLEDGEMENT OF RECEIPT OF SUCH DOCUMENT OR
ACCEPTANCE OF PAYMENT SHALL NOT CONSTITUTE AGREEMENT TO ANY TERMS OTHER THAN THOSE SET
FORTH IN THIS AGREEMENT.
4. Modification of Quote: The Agreement is amended to include the Quote to which this Amendment is attached as a new Exhibit.
5. Substitution of Terms: The term"Member"is replaced with the term"Contact"wherever it appears in the Agreement.
6. Additional Terms: The Additional Terms attached hereto and incorporated by this reference are added as the next sequential
(e.g.,A, B, C or 1,2,3) Exhibit to the Agreement.
7. Remaining Terms. All other terms and conditions of the Agreement remain in full force and effect as amended by this
Amendment.
8. Authority. Customer represents and warrants that it has all necessary legal authority to enter into this Amendment for itself and
on behalf of any of its Affiliates that are parties to the Agreement or that have been using the system under the Agreement.
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed by their duly authorized representatives.
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Standard Migration Amendment 3.23.15 1
EXHIBIT
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.
"Data Feed" means data content licensed or provided by third parties to Everbridge and supplied to Customer in connection
with the Service(e.g., real time weather system information and warnings,911 data,third party maps,and situational intelligence).
"Incident Administrator" means an individual who is authorized by Customer as an organizational administrator for the Incident
Management or IT Alerting Service.
"Incident Operator" means an individual who is authorized by Customer as an operator of the Incident Management or IT
Alerting Service.
"Messaging Minute"means the unit of usage expended in sending notifications.
"Non-Priority Notifications" means communications sent by Customer through the Service to multiple Contacts via one or
multiple communications paths which are not characterized as Priority Notifications, and any Contact responses to such
communications or to any Priority Notifications.
"Priority Notifications" means communications sent by Customer through the Service to multiple Contacts via one or multiple
communication paths to advise Contacts of an immediate or expected emergency or life-threatening condition or circumstance, but
excluding any Contact responses thereto. Priority Notifications also include a reasonable number of test messages sent on a periodic
basis during an annual period.
1. Messaging Minutes. For Customers purchasing the Mass Notification Service, unless Customer has purchased "Unlimited
Use" minutes, Customers must purchase Messaging Minutes to send Non-Priority Notifications. No Messaging Minutes shall be
required to send United States domestic Priority Notifications, push notifications or email messages. Unused Messaging
Minutes expire at the end of the annual billing period under the applicable Quote, and are not refundable. If Customer has
"Unlimited Use" as identified on the applicable Quote, such unlimited use does not include instabridge minutes, or international
usage,which must be purchased separately.
2. Usage. Messaging Minutes shall be calculated as follows:
• For text messages,one Message Minute for each 146 characters or portion thereof.
• For voice messages,one Message Minute per minute or portion of a minute of the voice message.
• For instabridge minutes, one Message Minute per minute or portion of a minute of the voice call or message.
• Additional charges may apply for international notifications.
3. Auditing. For Customers purchasing the Mass Notification Service, Everbridge may, from time to time, monitor or audit
message content to verify the characterization of messages as Priority Notifications. If Customer has not characterized a
message appropriately, then Everbridge may characterize the message in its sole reasonable judgment, and apply Messaging
Minutes for such message in accordance with the foregoing Usage allocations. Customer's intentional mischaracterization of
Priority Notifications, or mischaracterization of more than three Priority Notifications in a twelve-month period, shall constitute a
material default under this Agreement.
4. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or
accesses Data Feeds, such feeds are provided solely on an "AS 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. 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.
5. Incident Management/IT Alerting. For Customers purchasing the Incident Management or IT Alerting Service, unless
designated as unlimited: (a) Customers may only designate the number of Users set forth on the Quote, and such individuals
shall only have the access rights pursuant to such designation and role; (b) Incident Administrators shall have the ability to build
incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall only have the ability to
launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage incidents as well as
participate in an on-call schedule to receive IT outage notifications, and (e) Customer shall be provided the number of incident
templates purchased pursuant to the Quote. If Customer exceeds the number of Users or incident templates purchased,
Customer shall be charged the applicable fees then in effect for additional Users or incident templates,as applicable.
6. Secure Messaging. For Customers purchasing peer to peer secure messaging solutions ("Secure Messaging"), Everbridge
shall comply with all applicable privacy laws including,the Health Insurance Portability and Accountability Act of 1996("HIPAA"),
Health Information Technology for Economic and Clinical Health Act ("HITECH Act"), and the Gramm-Leach-Bliley and the Fair
Credit Reporting Act, as applicable. Any Business Associate Agreement executed in connection with this Agreement shall be
incorporated and made a part of this Agreement. Customer acknowledges and agrees that Secure Messaging solutions are
intended to deliver non-critical, non-emergency messages between users as a convenience to facilitate communications and are
not intended for or suitable for use in situations where a failure or time delay of, or errors or inaccuracies in,the content, data or
information provided through the services could lead to death,personal injury or property damage.
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