Desktop+Emergency+Alert+Contract+-+Signed.pdf

TECHNOLOGY CONTRACT 284

DESKTOP EMERGENCY ALERT SOFTWARE

1. PARTIES

The parties to this contract (Contract or Master Contract) are the state of North Dakota, acting through The Office of Management and Budget (STATE), and Everbridge, having its principal place of business at 155 North Lake Avenue, Suite 900, Pasadena, CA 91101 USA

(CONTRACTOR).

2. COOPERATIVE PURCHASE

The contract resulting from this solicitation is a cooperative purchasing contract established pursuant to North Dakota Century Code (N.D.C.C.) sections 54-44.4-13. This Master Contract is made available to state entities, institutions under the jurisdiction of the State Board of Higher Education, other government entities (including counties, cities, townships, public primary and secondary educational entities, governmental boards and commissions), nonprofit entities established on behalf of public entities, tribal agencies, transportation providers under N.D.C.C chapter 39-04.2, and the International Peace Garden. Participation by other governmental entities is not mandated or guaranteed; therefore, the estimated volume of this contract is not known.

3. DEFINITIONS

a) Control Environment - is the set of standards, processes, and structures that provide the basis for carrying out internal control across the organization.

b) Data - means any information provided to, or collected, generated, stored, or processed by the system. Data includes user identification information and metadata which may contain Data or from which the STATE’s Data may be ascertainable.

c) Data Breach - means any access, destruction, loss, theft, use, modification or disclosure of Data by an unauthorized party or that is in violation of Contract terms and/or applicable state or federal law.

d) Data Classification - means the process of defining data into relevant categories so the information has the appropriate controls in place to protect confidentiality, integrity, and availability based on the type of information.

e) Participating Entity – means the eligible entity pursuant to Section 2 of this Master Contract that may participate in this Master Contract by executing a separate Statement of Work (SOW) specific to the work needed by Participating Entity.

f) Personally Identifiable Information (PII) - information about an individual maintained by an agency, including that 1) can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records; or (2) is linked or linkable to an individual, such as medical, educational, financial, and employment information.

g) Software as a Service (SaaS). The capability provided to the consumer is to use the provider’s applications running on a provider’s infrastructure. The applications are accessible from various client devices through interfaces such as a web browser (e.g., web-based email), or a program interface. The consumer does not manage or control the underlying infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings. This definition is based on and consistent with National Institute of Standards and Technology (NIST) Special Publication 800-145.

h) STATE – means the State of North Dakota Office of Management and Budget with authority to execute this Master Contract. When the Master Contract is applied to control a Statement of Work for Participating Entity, the term STATE shall include Participating Entity.

i) Statement of Work (SOW) - means the description of the specific work mutually agreed to between a Participating Entity and CONTRACTOR. The SOW is subject to and controlled by the terms and conditions of this Master Contract.

http://www.legis.nd.gov/cencode/t54c44-4.pdf?20130131153805 http://www.legis.nd.gov/cencode/t39c04-2.pdf?20130131161514

j) Users – as defined in Section 1.2 of the End User License Agreement, Exhibit D.

4. SCOPE OF WORK

CONTRACTOR, in exchange for the compensation paid by Participating Entity under this Contract and an executed SOW, shall provide Desktop Alert Software and services.

Exhibit A Statement of Work (SOW) will be used to fully detail the specific work required by Participating Entity.

When a Participating Entity requires services from this Master Contract, Participating Entity will prepare a written SOW describing the required services, beginning with the SOW template, attached as Exhibit A to this Master Contract.

Each SOW will specify a proposal due date for CONTRACTOR to respond to the Purchasing Entity’s request.

CONTRACTOR must respond to Participating Entity that issued the SOW request, either affirming or denying CONTRACTOR’s ability to provide the services and personnel in the required project time frame and the cost priced at or below the rates proposed in the current Master Contract.

During this response period, if necessary, CONTRACTOR may seek clarifications of the work involved. The final SOW must be signed by CONTRACTOR, Participating Entity, and STATE “OMB Contract Administrator” to begin work.

5. COMPENSATION-PAYMENTS

a. Contractual Amount

Pricing is defined in Exhibit C. Participating Entity shall pay for the services provided by CONTRACTOR under this Master Contract and an executed SOW, annually in advance an amount not to exceed an amount agreed upon in executed SOW (Contractual Amount) based on Exhibit C pricing scale, provided, however if Participating Entity exceeds any role-based numbers, messaging credits or other usage levels specified in the Quote, then CONTRACTOR may invoice Participating Entity for any overages at the then applicable rate. All Professional Services must be used within twelve (12) months from date of purchase (e.g., effective date of an executed SOW). Late payments shall accrue interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law, whichever is lower. The Contractual Amount shall be paid according to the Compensation Details document attached as Exhibit B.

The Contractual Amount is firm for the duration of an executed SOW and constitutes the entire compensation due CONTRACTOR for performance of its obligations under an executed SOW regardless of the difficulty, materials or equipment required, including fees, licenses, overhead, profit and all other direct and indirect costs or expenses incurred by CONTRACTOR except as provided by an amendment to an executed SOW.

b. Invoicing The final cost set forth on each invoice shall be equivalent to the cost for each deliverable or service as specified in the SOW. CONTRACTOR shall invoice Participating Entities in pursuant to this Section 4 of the Master Contract.

c. Payment Payment made in accordance with this Compensation section shall constitute payment in full for the services and work performed and the deliverables provided under this Master Contract and an executed SOW, and CONTRACTOR shall not receive any additional compensation hereunder, provided, however if Participating Entity exceeds any role-based numbers, messaging credits or other usage levels specified in the Quote, then CONTRACTOR may invoice Participating Entity for any overages at the then applicable rate.

Participating Entity shall make payment under this Master Contract within thirty (30) calendar days after receipt of an approved invoice.

Payment of an invoice by Participating Entity will not prejudice Participating Entity’s right to object to or question that or any other invoice or matter in relation thereto. CONTRACTOR's invoice will be subject to reduction for amounts included in any invoice or payment made which are determined by Participating Entity not to constitute allowable costs, on the basis of audits conducted in accordance with the terms of this Master Contract. At Participating Entity’s sole discretion, all payments shall be subject to reduction for amounts equal to prior overpayments to

CONTRACTOR.

d. Travel CONTRACTOR acknowledges travel expenses are covered by the Contractual Amount and shall not invoice for travel expenses.

e. Prepayment STATE will not make any advance payments before performance or delivery by CONTRACTOR under this Contract.

f. Payment of Taxes by State STATE is not responsible for and will not pay local, state, or federal taxes. STATE sales tax exemption number is E-2001. STATE will furnish certificates of exemption upon request by

CONTRACTOR.

g. Taxpayer ID CONTRACTOR’s federal employer ID number is: 26-2919312.

h. Purchasing Card If applicable, Participating Entity may make payment using a government credit card.

CONTRACTOR will accept a government credit card without passing the processing fees for the government credit card back to Participating Entity.

6. EQUIPMENT, MATERIALS, AND WORKSPACE – RESOURCES PROVIDED BY PARTIES

For periods during which the Parties mutually agree that CONTRACTOR’s assigned staff is on site:

- On site means Bismarck, ND, or any location specified within an SOW.

- Participating Entity agrees to provide an adequate working space, when required.

- When Participating Entity and CONTRACTOR agree that remote access to systems is required, Participating Entity shall provide the necessary supervised remote access security to enable CONTRACTOR access to the appropriate STATE or Participating Entity systems.

7. TERM OF CONTRACT

This Contract term (Term or Initial Term) begins on its Effective Date, and ends on March 1, 2024

a. No Automatic Renewal

Neither this Master Contract, nor SOW, will automatically renew.

b. Renewal Option

STATE may renew this Master Contract upon satisfactory completion of the Initial Term. STATE reserves the right to execute up to five (5) options to renew this Master Contract under the same terms and conditions for a period of twelve (12) months each (Renewal Term).

c. Renegotiation Option Because it is unknown how long the solution and services will be used by STATE and ongoing maintenance and support are required for as long as the system is operational STATE and CONTRACTOR may renegotiate this Master Contract. After completion of the Initial Term, renewals, and extensions, STATE and CONTRACTOR may renegotiate the pricing and Term of this Contract. New pricing and Term shall be mutually agreed upon by the Parties and executed in writing.

8. TERMINATION

a. Termination by Mutual Agreement

This Contract may be terminated by mutual consent of both Parties executed in writing.

b. Early Termination in the Public Interest

STATE is entering this Master Contract for the purpose of carrying out the public policy of the State of North Dakota, as determined by its Governor, Legislative Assembly, Agencies, and Courts. If this Master Contract ceases to further the public policy of the State of North Dakota, STATE, in its sole discretion, upon thirty (30) days’ written notice to CONTRACTOR, may terminate this Master Contract in whole or in part.

c. Termination for Lack of Funding or Authority STATE or Participating Entity, upon thirty (30) days’ written notice to CONTRACTOR, may terminate the whole or any part of this Master Contract, or an executed SOW for a Participating Entity, under any of the following conditions:

1) If funding from federal, state, or other sources is not obtained or continued at levels sufficient to allow for purchase of the services or goods in the indicated quantities or term.

2) If federal or state laws or rules are modified or interpreted in a way that the services or good are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract.

3) If any license, permit, or certificate required by law or rule, or by the terms of this Contract, is for any reason denied, revoked, suspended, or not renewed.

Termination of this Master Contract, or an executed SOW by a Participating Entity, under this subsection is without prejudice to any obligations or liabilities of either Party already accrued prior to termination.

d. Termination by CONTRACTOR If, at any time, during the implementation/deliverable stages of the SOW, there is a material disagreement about milestone performance that cannot be resolved despite best commercial efforts from both parties, CONTRACTOR may terminate the Contract without penalty.

9. FORCE MAJEURE

See Section 10.2 of Exhibit D.

10. RIGHT OF SETOFF DAMAGES

Amounts due STATE by CONTRACTOR, including liquidated or other damages, or claims for damages, may be deducted or set-off by STATE from any money payable to CONTRACTOR pursuant to this Contract.

11. RIGHT TO WITHHOLD AMOUNTS OTHERWISE DUE IF THE CONTRACTOR IS IN BREACH

If CONTRACTOR fails to deliver Deliverables or to provide Services which satisfy CONTRACTOR’s obligations under this Contract, STATE shall have the right to withhold any and all payments due under this Contract. STATE may withhold any and all such payments due under this Contract to CONTRACTOR without penalty or work stoppage by CONTRACTOR, until such failure to perform is cured.

12. RIGHT TO REMEDIES AND CUMULATION OF RIGHTS

No remedy conferred by any of the specific provisions of this Master Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Master Contract, now or in the future existing at law or in equity or by statute or otherwise.

13. NON-WAIVER

Either Party’s failure to exercise any of its rights under this Master Contract or an executed SOW, its delay in enforcing any right, or its waiver of its rights on any occasion, shall not constitute a waiver of such rights on any other occasion. No course of dealing by either party in exercising any of its rights shall constitute a waiver thereof. No waiver of any provision of this Master Contract or an executed SOW shall be effective unless it is in writing and signed by the Party against whom the waiver is sought to be enforced.

14. INDEMNIFICATION

For any and all work performed by CONTRACTOR where CONTRACTOR employees, subcontractors, or agents are physically on-site, CONTRACTOR agrees to defend, indemnify, and hold harmless the state of North Dakota, its agencies, officers and employees (State), from and against claims based on the vicarious liability of the State or its agents, but not against claims based on the State’s contributory negligence, comparative and/or contributory negligence or fault, sole negligence, or intentional misconduct. This obligation to defend, indemnify, and hold harmless does not extend to professional liability claims arising from professional errors and omissions. The legal defense provided by CONTRACTOR to the State under this provision must be free of any conflicts of interest, even if retention of separate legal counsel for the State is necessary. Any attorney appointed to represent the State must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08. CONTRACTOR also agrees to reimburse the State for all costs, expenses and attorneys' fees incurred if the State prevails in an action against CONTRACTOR in establishing and litigating the indemnification coverage provided herein. This obligation shall continue after the termination of this Contract.

15. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION

CONTRACTOR’s indemnification obligations are found at Section 8.1 of Exhibit D. In addition to those obligations, CONTRACTOR agrees that any attorney appointed to represent STATE must first qualify as and be appointed by the North Dakota Attorney General as a Special Assistant Attorney General as required under N.D.C.C. § 54-12-08.

16. REPRESENTATIONS AND WARRANTIES

See Section 7 of Exhibit D.Insurance

17. INSURANCE

a. CONTRACTOR shall secure and keep in force during the term of this Contract and

CONTRACTOR shall require all subcontractors, prior to commencement of an agreement between CONTRACTOR and the subcontractor, to secure and keep in force during the term of this Master Contract, from insurance companies, government self-insurance pools or government self-retention funds, authorized to do business in North Dakota, the following insurance coverages:

1. Commercial general liability, including premises or operations, contractual, and products or completed operations coverages (if applicable), with minimum liability limits of $2,000,000 per occurrence

2. Automobile liability, including Owned (if any), Hired, and Non-Owned automobiles, with minimum liability limits of $500,000 per person and $2,000,000 per occurrence

3. Workers compensation coverage meeting all statutory requirements. The policy shall provide coverage for all states of operation that apply to the performance of this Master Contract

4. Employer’s liability or “stop gap” insurance of not less than $1,000,000 as an endorsement on the workers compensation or commercial general liability insurance

5. Limits may be met with Umbrella or Excess policy limits.

b. The insurance coverages listed above must meet the following additional requirements:

1. Any deductible or self-insured retention amount or other similar obligation under the policies shall be the sole responsibility of CONTRACTOR.

2. This insurance may be in policy or policies of insurance, primary and excess, including the so-called umbrella or catastrophe form and must be placed with insurers rated “A-” or better by A.M. Best Company, Inc., provided any excess policy follows form for coverage. Less than an “A-” rating must be approved by the State. The policies shall be in form and terms approved by the State.

3. The duty to defend, indemnify, and hold harmless the State under this Master Contract shall not be limited by the insurance required in this Master Contract. The state of North Dakota and its agencies, officers, and employees (State) shall be endorsed on the commercial general liability policy, including any excess policies (to the extent applicable), as additional insured. The State shall have all the benefits, rights and coverages of an additional insured under these policies that shall not be limited to the minimum limits of insurance required by this agreement or by the contractual indemnity obligations of CONTRACTOR.

4. A Waiver of Subrogation” waiving any right to recovery the insurance company may have against the State.

5. CONTRACTOR shall furnish a certificate of insurance to the undersigned STATE representative prior to commencement of this Master Contract. All endorsements shall be provided as soon as practicable.

6. Failure to provide insurance as required in this Master Contract is a material breach of contract entitling STATE to terminate this Master Contract immediately.

7. CONTRACTOR shall provide at least thirty (30) days’ notice of any cancellation or material change to the policies or endorsements. CONTRACTOR shall provide on an ongoing basis, current certificates of insurance during the term of the Master Contract. A renewal certificate will be provided to STATE within ten (10) days of CONTRACTOR receiving such certificate from carrier. An updated, current certificate of insurance shall be provided in the event of any change to a policy.

18. CYBER LIABILITY AND SECURITY INSURANCE

In the event CONTRACTOR will host data, or provide for the hosting of data through a third-party entity, CONTRACTOR shall secure and maintain Cyber Liability and Security Insurance or equivalent insurance product(s), with minimum liability limits of not less than $5,000,000 and first party limits of not less than $1,000,000, that will provide, without cost to the CONTRACTOR or STATE, an immediate response in the event of a data breach, including meeting all notification obligations of CONTRACTOR and STATE and in the event the data breach involves personal information as defined by N.D.C.C. § 51-30-1(4), the insurance policy shall also make available free credit monitoring for any affected individual for a minimum period of one (1) year.

CONTRACTOR shall defend, indemnify, save and hold harmless, the STATE, its officers, agents and employees from liability of any nature or kind, including costs and expenses, on account of a data breach arising from CONTRACTOR hosting, transmission, or control of data, any and all suits, claims, or damages of any character whatsoever, resulting from injuries or damages sustained by any person or persons or property by virtue of performance of this Master Contract.

19. PERSONNEL

a. Participating Entity will designate a project lead to oversee the project for its SOW. If, during the course of an SOW, it becomes necessary for Participating Entity to change the person assigned as Participating Entity’s project lead, Participating Entity will notify CONTRACTOR in writing, pursuant to Notice section of this Master Contract.

b. Unless Participating Entity otherwise notifies CONTRACTOR, Participating Entity’s project lead shall carry out Participating Entity’s administrative and management functions under an SOW, shall be responsible for acceptance of the SOW deliverables, and shall provide support and overall direction to CONTRACTOR.

c. CONTRACTOR will designate a Project Manager and provide individuals to meet the requirements and accomplish the work as stated in this Master Contract including any executed SOW.

d. CONTRACTOR agrees and understands that STATE’s execution of this Master Contract is predicated, in part and among other considerations, on the utilization of the specific individuals and personnel qualifications as identified; primary being key personnel Therefore, CONTRACTOR agrees that:

1) The personnel assigned must have the knowledge necessary to complete requirements as defined in this Master Contract.

2) No replacement, reassignment, or substitution of any assigned individuals and personnel qualifications shall be made without the prior written notice to Participating Entity and that such replacement, reassignment, or substitution shall be made at no additional cost to STATE or any Participating Entity.

3) Any substitution made pursuant to this paragraph must be of equal or higher skills, knowledge, and abilities than those personnel originally proposed, Upon request by STATE or Participating Entity, CONTRACTOR shall replace any CONTRACTOR personnel that STATE or Participating Entity determines, in its sole discretion, to be unable to perform the responsibilities of this Master Contract or an executed SOW, acceptably, e.g., inappropriate or unprofessional personal conduct, professional inabilities, etc.

e. STATE's working hours are Monday through Friday from 8:00 AM until 5:00 PM (CST or CDT) with one hour for lunch. Participating Entity project lead may approve alternate work schedules.

f. According to STATE policy, STATE personnel are only obligated to work a forty-hour workweek, Monday through Friday, and are allowed reasonable vacation, sick and educational absences.

g. CONTRACTOR’s personnel are not expected to work on State holidays or other mandatory leave days.

CONTRACTOR agrees that STATE may require any personnel CONTRACTOR assigns to perform work under this Contract, including employees, contracted staff, subcontractors, or other individuals, to submit to a criminal history record check in accordance with N.D.C.C. §12-60-24, through the authority granted to the chief information officer of the STATE pursuant to N.D.C.C. § 54-59-20. STATE shall have the right to reject any individual CONTRACTOR assigns to perform work under this Contract if, in STATE’s sole discretion, it determines that the results of the criminal history record check make the individual unacceptable. STATE agrees to be responsible for all costs associated with criminal history record checks carried out pursuant to this paragraph.

20. PROJECT MANAGEMENT

a. Reports/Updates

CONTRACTOR’s Project Manager shall deliver to Participating Entity’s Project Manager/Primary contact, updates of CONTRACTOR’s progress on the professional services http://www.legis.nd.gov/cencode/t54c59.pdf http://www.legis.nd.gov/cencode/t12c60.pdf objective/deliverables as stated in the SOW. At a minimum, updates must include a description of the current status of the project, the stage/deliverable on which time was spent and what work is remaining.

b. Integrated Change Control Process CONTRACTOR and Participating Entity will utilize an integrated change control process to manage changes during the life of a project.

1) A change request must be in writing to document the potential change. The write-up for the proposed change must be submitted to CONTRACTOR and Participating Entity’s project managers who will in turn provide it to relevant Parties for assessment.

2) All change requests will be logged and tracked. Participating Entity’s project manager/primary contact will record the request in the project repository and will update the repository throughout the process.

3) The change will be reviewed and, if acceptable to Participating Entity, CONTRACTOR will submit to Participating Entity an estimate of the impact to cost, schedule, scope, and quality.

4) CONTRACTOR will continue performing the services in accordance with the original Contract unless otherwise agreed upon by Participating Entity’s project manager/primary contact. Work shall not commence on any new activities related to the change request until all Parties agree in writing.

5) CONTRACTOR’s project manager and Participating Entity’s project manager/primary contact will adapt the Project Management Plan to incorporate approved changes.

6) Each change request duly authorized in writing by the Parties shall be incorporated into and considered part of the executed SOW.

7) During the course of an executed SOW, if CONTRACTOR determines or could reasonably determine any Participating Entity actions or directions constitute a requirement to perform additional work, CONTRACTOR shall notify Participating Entity within thirty (30) calendar days that Participating Entity has requested CONTRACTOR to perform additional work in the form of a change request utilizing the process above. CONTRACTOR understands that it waives the right to request additional time and reimbursable costs if CONTRACTOR fails to notify Participating Entity within thirty (30) calendar days of determining or reasonably being able to determine that any Participating Entity actions or directions constitute a requirement to perform additional work under an executed SOW.

c. Stage/Deliverable Acceptance

1) Upon completion of a stage/deliverable, CONTRACTOR will communicate to the

Participating Entity the stage/deliverable and associated documentation, the, and agreed upon Acceptance Criteria.

2) After receipt of items in Paragraph 20(c)(1), Participating Entity will have five (5) working days or a different period of time as is agreed to by the Parties, in which to accept or reject the stage/deliverable in writing. Participating Entity will communicate their acceptance. If Participating Entity rejects it, Participating Entity will specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to revise any issues for the stages/deliverables to be acceptable to Participating Entity within the following five (5) working days. If Participating Entity rejects it a second time, Participating Entity will have the option of repeating the procedure as described in this acceptance statement above or terminating this Contract upon written notice to CONTRACTOR.

d. Final Acceptance

1) The successful completion of all stages/deliverables as stated in the Scope of Work in accordance with the deliverable acceptance process AND

2) The final delivered product fully implemented in Participating Entity’s live production environment AND

3) Participating Entity has thirty (30) calendar days thereafter in which to accept or reject it in writing. If Participating Entity rejects it, Participating Entity shall specify in writing its grounds for rejection and CONTRACTOR shall use its best efforts to make the product conform to the requirements of this Contract as soon as possible and at no additional cost to Participating Entity. CONTRACTOR shall continue to use its best efforts to make the product conform to the requirements of this Contract until Participating Entity accepts the product or terminates this Contract upon written notice to CONTRACTOR.

21. SOFTWARE LICENSE

See section 5 of Exhibit D.

22. SOFTWARE AS A SERVICE (SAAS)

The SAAS consists of the items below and Exhibits D, D1, D2.

a. Purchase of Additional Users

Participating Entity may purchase additional Users during the term of an executed SOW at the same price offered by CONTRACTOR under the terms of this Master Contract.

b. Subscription Fee Cap CONTRACTOR agrees that any change to the annual Services fee may increase by not more than the lower of 3% or Consumer Price Index (CPI). The rates shall be adjusted in accordance with the index titled “All Urban Consumers (CPI-U). for the U.S. City Average. All Items 1982- 84=100”, prepared by the U.S. Bureau of Labor Statistics.

23. SAAS AND DATA SECURITY

Remote access to Data from outside the continental United States, including remote access to Data by authorized SaaS support staff in identified support centers, is prohibited unless STATE submits a support ticket requesting further support from the CONTRACTOR that may require CONTRACTOR to access data for further troubleshooting.

24. DATA PROCESSING AND LOCATION:

a) CONTRACTOR shall transmit, process, and store STATE or Participating Entity Data within the continental United States.

b) Other than in the course of normal backing up or replication of Data for redundancy purposes, or if immediate relocation is required due to a catastrophic event, CONTRACTOR shall notify STATE and Participating Entities at least ninety (90) days prior to any permanent relocation of STATE’s or Participating Entity’s Data to a different hosting facility.

25. SOFTWARE AUDIT

CONTRACTOR may, upon sixty (60) calendar days’ notice to Participating Entity, but not more frequently than once per year, either request a signed certification by an officer of Participating Entity verifying that the software is being used in accordance with the terms of this Master Contract and an executed SOW or audit Participating Entity’s use of the software to ensure compliance with the terms and conditions of this Master Contract and an executed SOW. Any such audit shall be conducted at CONTRACTOR’s expense during regular business hours at Participating Entity’s offices and shall not unreasonably interfere with Participating Entity’s business activities. CONTRACTOR shall provide documentation to Participating Entity defining the scope of the audit not less than thirty (30) calendar days prior to the audit. Participating Entity shall have sixty (60) calendar days to review CONTRACTOR’s audit findings. If an audit reveals that Participating Entity’s use of the Software exceeds the use permitted hereunder, then CONTRACTOR may invoice Participating Entity for the applicable additional amounts based on the price agreement between the Parties as of the date of completion of the audit.

26. NOTICE

All notices or other communications required under this Master Contract must be given by email, registered or certified mail and are complete on the date postmarked when addressed to the Parties at the following addresses:

STATE CONTRACTOR

Name: Sowmya Karumanchi Name: Corey Baker Title: IT Procurement Officer Title: Sr. Account Executive, SLG Address: 4th Floor Capitol Tower 600 E Boulevard Dept #012 Address: 25 Corporate Drive City, State, Zip: Bismarck ND 58505 City, State, Zip: Burlington, MA 01803 Email skarumanchi@nd.gov Email: corey.baker@everbrige.com

Notice provided under this provision does not meet the notice requirements for monetary claims against STATE found at N.D.C.C § 32-12.2-04.

27. CONFIDENTIALITY

CONTRACTOR shall not use or disclose any information it receives from STATE or Participating Entity under this Master Contract or an SOW that STATE or Participating Entity has previously identified as confidential or exempt from mandatory public disclosure except as necessary to carry out the purposes of this Master Contract or an SOW or as authorized in advance by STATE or Participating Entity. Neither STATE nor Participating Entity shall disclose any information either receives from CONTRACTOR that CONTRACTOR has previously identified as confidential and that STATE or Participating Entity determines in its sole discretion is protected from mandatory public disclosure under a specific exception to the North Dakota public records law, N.D.C.C. CH.

44-04. The duty of STATE, Participating Entity, and CONTRACTOR to maintain confidentiality of information under this section continues beyond the Term of this Master Contract.Compliance with Public Records laws Under the North Dakota public records law and subject to the Confidentiality clause of this Master Contract, certain records may be open to the public upon request.

Public records may include: (a) records STATE or Participating Entity receives from CONTRACTOR under this Master Contract or an SOW, (b) records obtained by either Party under this Master Contract or an SOW, and (c) records generated by either Party under this Master Contract or an SOW.

CONTRACTOR agrees to contact STATE and Participating Entity immediately upon receiving a request for information under the public records law and to comply with STATE’s and Participating Entity’s instructions on how to respond to such request.

28. INDEPENDENT ENTITY

CONTRACTOR is an independent entity under this Master Contract and is not a STATE employee for any purpose, including the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the North Dakota Unemployment Compensation Law and the North Dakota Workforce Safety and Insurance Act. CONTRACTOR retains sole and absolute discretion in the manner and means of carrying out CONTRACTOR’s activities and responsibilities under this Master Contract, including any SOW, except to the extent specified in this Master Contract.

29. ASSIGNMENT AND SUBCONTRACTS

CONTRACTOR may not assign or otherwise transfer or delegate any right or duty without STATE’s express written consent, provided, however, that CONTRACTOR may assign its rights and obligations under this Master Contract in the event of a change of control or sale of all or http://www.legis.nd.gov/cencode/t32c12-2.pdf http://www.legis.nd.gov/cencode/t44c04.pdf http://www.legis.nd.gov/cencode/t44c04.pdf substantially all of its assets related to this Master Contract, whether by merger, reorganization, operation of law, or otherwise. Should Assignee be a business or entity with whom STATE is prohibited from conducting business, STATE shall have the right to terminate in accordance with the Termination for Cause section of this Master Contract.

CONTRACTOR may enter subcontracts provided that any subcontract acknowledges the binding nature of this Contract and incorporates this Master Contract, including any attachments.

CONTRACTOR is solely responsible for the performance of any subcontractor with whom CONTRACTOR contracts. CONTRACTOR does not have authority to contract for or incur obligations on behalf of STATE.Spoliation – Notice of Potential Claims CONTRACTOR shall promptly notify STATE and Participating Entity of all potential claims that arise or result from this Master Contract, or an SOW. CONTRACTOR shall also take all reasonable steps to preserve all physical evidence and information that may be relevant to the circumstances surrounding a potential claim, while maintaining public safety, and grants to STATE and Participating Entity the opportunity to review and inspect such evidence, including the scene of an accident.

30. MERGER AND MODIFICATION, CONFLICT IN DOCUMENTS

This Master Contract, including the following documents, constitutes the entire agreement between the Parties. There are no understandings, agreements, or representations, oral or written, not specified within this Master Contract. This Master Contract may not be modified, supplemented, or amended, in any manner, except by written agreement signed by both Parties.

Notwithstanding anything herein to the contrary, in the event of any inconsistency or conflict among the documents making up this Master Contract, the documents must control in this order of precedence:

a. The terms of this Contract as may be amended;

b. STATE’s Solicitation Best and Final Offer to Request for Proposal (“RFP”) number 110.7-22-

058 dated 10.24.2022 and response received on 10.24.2022;

c. STATE’s Solicitation Amendments to Request for Proposal (“RFP”) number 110.7-22-058 dated 08.29.2022;

d. STATE’s Request for Proposal (“RFP”) number 110.7-22-058, dated 08.29.2022;

e. CONTRACTOR’s proposal dated 10.03.2022 in response to RFP number 110.7-22-058.

f. CONTRACTOR’s End User License Agreement attached as Exhibit D.

a. Any executed SOW.

All automated end-user agreements (e.g., click-through, shrink-wrap, or browse-wrap) are specifically excluded and null and void. Clicking shall not represent acknowledgement or agreement to any terms and conditions contained in those agreements.

31. UNANTICIPATED AMENDMENTS

If additional work is required within the scope of this Master Contract due to a legitimate unforeseen circumstance, STATE shall provide CONTRACTOR a written description of the additional work and request CONTRACTOR to submit a proposal for accomplishing the scope of work. CONTRACTOR will not commence additional work until all Parties agree in writing.

32. SEVERABILITY

If any term of this Master Contract is declared to be illegal or unenforceable by a court having competent jurisdiction, the validity of the remaining terms is unaffected and, if possible, the rights and obligations of the Parties are to be construed and enforced as if this Master Contract did not contain that term.

33. APPLICABLE LAW AND VENUE

This Master Contract is governed by and construed in accordance with the laws of the State of North Dakota. Any action to enforce this Master Contract must be adjudicated exclusively in the state District Court of Burleigh County, North Dakota. Each Party consents to the exclusive jurisdiction of such court and waives any claim of lack of jurisdiction or forum non conveniens.

34. ALTERNATIVE DISPUTE RESOLUTION – JURY TRIAL

By entering this Master Contract, STATE does not agree to binding arbitration, mediation, or any other form of mandatory Alternative Dispute Resolution. The Parties may enforce the rights and remedies in judicial proceedings. STATE does not waive any right to a jury trial.

35. NONDISCRIMINATION - COMPLIANCE WITH LAWS

CONTRACTOR agrees to comply with all applicable federal and state laws, rules, and policies, including those relating to nondiscrimination, and civil rights. (See N.D.C.C. Title 34 – Labor and Employment, specifically N.D.C.C. ch. 34-06.1 Equal Pay for Men and Women.)

CONTRACTOR agrees to timely file all required reports, make required payroll deductions, and timely pay all taxes and premiums owed, including sales and use taxes, unemployment compensation and workers' compensation premiums. CONTRACTOR shall have and keep current all licenses and permits required by law during the Term of this Master Contract all licenses and permits required by law.

CONTRACTOR’s failure to comply with this section may be deemed a material breach by CONTRACTOR entitling STATE to terminate in accordance with the Termination for Cause section of this Master Contract.

36. STATE AUDIT

Pursuant to N.D.C.C. § 54-10-19, all records, regardless of physical form, and the accounting practices and procedures of CONTRACTOR relevant to this Master Contract or an executed SOW are subject to examination by the North Dakota State Auditor, the Auditor’s designee, or Federal auditors, if required. CONTRACTOR shall maintain these records for at least three (3) years following completion of this Contract and be able to provide them upon reasonable notice.

STATE, State Auditor, or Auditor’s designee shall provide reasonable notice to CONTRACTOR prior to conducting examination.

37. CONTRACTOR RISK MANAGEMENT REQUIREMENTS

CONTRACTOR agrees to use all reasonable efforts to comply in a timely and thorough manner with all applicable requirements of the STATE’s Vendor Management Program. STATE may request annually from CONTRACTOR including but not limited to, the following documents:

• Financial Reports

• SOC reports

• Network Penetration and/or Vulnerability Assessment

• Incident Response Plan as it relates to BND services, including incident notification to

BND

• Business Continuity and Disaster Recovery Procedures and results of annual tests

CONTRACTOR shall provide all such information within thirty (30) days of receiving a written request. Additional vendor due diligence requirements not addressed in this Master Contract and required by federal regulation will be provided within ninety (90) days of a written request. Failure to provide such information may be grounds for termination of the Master Contract.

http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c01.pdf http://www.legis.nd.gov/cencode/t34c06-1.pdf

38. EFFECTIVENESS OF CONTRACT

This Master Contract is not effective until fully executed by both Parties. If no start date is specified in the Term of Contract, the most recent date of the signatures of the Parties shall be the Effective Date.

CONTRACTOR STATE OF NORTH DAKOTA

Everbridge, Inc. Acting through its Office of Management and Budget

BY: BY:

Printed Name: Phillip Huff Printed Name: Sowmya Karumanchi

Title: Chief Accounting Officer Title: IT Procurement Officer Date: Date:

3/16/2023 03/16/2023

EXHIBIT A

STATE TERM CONTRACT #284 – Desktop Emergency Alert System

STATEMENT OF WORK

This Statement of Work is the template that must be used between the Participating Entity and

CONTRACTOR.

The parties to this Statement of Work (SOW) are the Participating Entity and Everbridge

(CONTRACTOR).

To the extent that there is any inconsistency between this SOW and the Master Contract, beginning on the fully executed Effective Date, the Master Contract shall control.

1. DELIVERABLE 1: DISCOVER STAGE

a. Description:

CONTRACTOR shall coordinate with Participating Entity to schedule a Kickoff Meeting, with the core project and planning team. CONTRACTOR’s Project Manager shall lead the meeting.

The Kickoff Meeting must facilitate the introduction of CONTRACTOR and Participating Entity individuals, validation of use case and success criteria. Review technical environment and processes and agree to the project timeframe.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall provide content to Participating Entity for a detailed agenda in advance of the meeting.

2) CONTRACTOR and Participating Entity shall facilitate the meeting, and discuss and further define, at a minimum, the following:

(a) Effective project communication

(b) Project vision, background, purpose, and objectives

(c) Project roles and responsibilities

(d) Validation of use case and success criteria

(e) Review technical environment and processes

(f) The project timeframe

c. Expectations of STATE and Participating Entity:

1) Participating Entity shall finalize agenda and send agenda to invitees.

2) Participating Entity shall coordinate the logistics and co-facilitate the Kickoff Meeting.

d. Completion Date:

CONTRACTOR shall start work with Participating Entity within five (5) working days after the signing of this SOW to schedule the Kickoff Meeting.

e. Acceptance Criteria:

For the acceptance of this deliverable to occur, the Kickoff Meeting results in:

1) Facilitation of Kickoff Meeting using a clearly defined agenda

2) An introduction of critical CONTRACTOR and Participating Entity resources assigned to the project

3) Discussion of communications approach and structure.

4) Discussion of validation of use case and success criteria, review technical environment and processes and agree project timeframe.

2. DELIVERABLE 2: DEPLOY STAGE

a. Description:

CONTRACTOR shall provide full support to ensure SnapComms is successfully implemented.

This includes guiding Participating Entity through the necessary steps to prepare and validate prior to deploying to Participating Entity’s production environment.

b. Expectations of CONTRACTOR:

CONTRACTOR shall perform

1) Content Manager setup

2) Bespoke application configuration

3) Pilot testing

4) Advanced integrations (if applicable)

5) Production deployment and validation

c. Expectations of Participating Entity:

1) Participating Entity’s Primary Contact shall review the setup, app configuration and validate the setup and configuration.

2) Participating Entity’s Primary Contact shall be involved in the production deployment and validation steps

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the following criteria shall be met:

1) Completion of Content Manager set-up and application configuration

2) Completion of Pilot testing

3) Finalization of integrations if applicable

4) Discussion of deployment and validation plan

3. DELIVERABLE 3: THE EMPOWER STAGE

a. Description:

Upon completion of above stages/deliverables, training session will be delivered to key staff and supporting materials are provided to the Participating Entity to effectively use the SnapComms platform.

b. Expectations of CONTRACTOR:

CONTRACTOR shall provide the following:

1) Training sessions and guidance to use the SnapComms platform.

2) Self-service training materials.

c. Expectations of Participating Entity:

Participating Entity shall receive complete training and supporting materials to use the Snapcomms Platform.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the following criteria must be met:

1) Training and guidance on best practices to the Participating Entity

2) Delivery of supporting materials to Participating Entity for self-training purposes

4. DELIVERABLE 4: THE LAUNCH STAGE

a. Description:

CONTRACTOR shall participate, contribute, and collaborate with Participating Entity, led by Participating Entity’s Project Manager, to provide strategies and tools to enable a successful launch campaign to get the SnapComms experience off to the best start and build momentum for the future.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall meet with the Participating Entity to discuss and develop a strategy for a successful Launch

2) Go-Live with the solution

3) Validate the successful adoption of the solution

c. Expectations of Participating Entity:

1) Participating Entity’s Primary Contact shall review the Launch Strategy with the

CONTRACTOR.

2) Participating Entity’s Primary Contact shall validate the results and successful adoption of the solution.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, CONTRACTOR shall participate in the Launch Strategy development discussion, Go-Live activities such as production deployment etc. and post implementation steps. Participating Entity shall approve the launch stage.

5. DELIVERABLE 5: THE REVIEW STAGE / FINAL ACCEPTANCE

a. Description:

CONTRACTOR shall coordinate with Participating Entity to schedule a Review Meeting with the core Participating Entity’s team and interested stakeholders.

Participating Entity’s Primary contact shall lead the meeting, though CONTRACTOR may be asked to present past activities ensuring all the deliverables have been met and agree on any tasks that are to be completed post-implementation.

CONTRACTOR will provide a Customer Success Manager for on-going assistance and guidance on SnapComms platform to the Participating Entity’s team.

b. Expectations of CONTRACTOR:

1) CONTRACTOR shall present report on past activities ensuring all the deliverable have been met.

2) CONTRACTOR shall agree on any tasks that are to be completed post-implementation

3) CONTRACTOR shall introduce and assign a Customer Success Manager to provide on-going assistance and guidance.

4) Expectations of Participating Entity:

5) Participating Entity shall review the past activity report and confirm that all the deliverables were met.

6) Participating Entity shall review the deliverables and approve the tasks that are to be completed post-implementation.

c. Expectations of Participating Entity:

Participating Entity shall meet the assigned Customer Success Manager.

d. Acceptance Criteria:

For the acceptance of this deliverable to occur, the Review Stage meeting results in:

1) Validate deliverables that are met

2) Agree to the outstanding tasks

3) Sign-off on onboarding and make final payment

4) Handover to Customer Success Manager

5) Comprehensive lessons learned and success stories valuable to future projects

EXHIBIT B

EXAMPLE COMPENSATION DETAILS

This Compensation Schedule must be used between Participating Entity and CONTRACTOR in conjunction with Exhibit A, Statement of Work. Reference Exhibit C for the Pricing.

PROJECT DELIVERABLE PAYMENT SCHEDULE:

The following table defines all payment points.

# Deliverable Deliverable

Value Retainage

10% Invoice

1 The Discover Stage 2 The Deploy Stage 3 The Empower Stage 4 The Launch Stage 5 The Review Stage (Final

Acceptance)

Retainage

Total

PROJECT TOTAL

The total budget for the project portion of this Contract is $amount

ONGOING SOFTWARE LICENSE, MAINTENANCE SERVICES OR SUBSCRIPTION

SERVICES

Time Period Dollar Amount Year One, Month Day, Year through Month Day, Year $0.00 Year Two, Month Day, Year through Month Day, Year $0.00 Year Three, Month Day, Year through Month Day, Year $0.00 Year Four, Month Day, Year through Month Day, Year $0.00 Year Five, Month Day, Year through Month Day, Year $0.00

CONTRACTOR STATE AGENCY

Everbridge, Inc. Participating Entity:

BY: BY:

Printed Name: Printed Name:

Title: Title:

Date: Date:

EXHIBIT C – PRICING

TIERED PRICING

Up to 350 Users $8,750 per year ($25 per User)

Up to 500 Users $12,500 per year ($25 per User)

Up to 1,000 Users $15,000 per year (15 per User)

Up to 2,000 Users $24,000 per year ($12 per User)

Up to 3,000 Users $27,000 per year ($9 per User)

Up to 4,000 Users $36,000…