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03-23-20_CCAgendaPacket1.CALL TO ORDER 2.ROLL CALL 3.OPEN AGENDA - PUBLIC COMMENT WELCOME This is the appropriate time for members of the public to make comments regarding the items on the consent calendar or items not listed on this agenda. Pursuant to the Brown Act, no action will take place on any items not on the agenda. 4.CONSENT CALENDAR Matters which may be acted upon by the City Council in a single motion. Any Councilmember may request removal of any item from the Consent Calendar causing it to be considered under Council Actions. NO. 2 PORTUGUESE BEND ROAD ROLLING HILLS, CA 90274 (310) 377-1521 FAX (310) 377-7288 AGENDA REGULAR COUNCIL MEETING CITY COUNCIL Monday, March 23, 2020 CITY OF ROLLING HILLS 7:00 PM This meeting is held pursuant to Executive Order N-29-20 issued by Governor Gavin Newsom on March 17, 2020. Any or all Coucilmembers may attend and participate by teleconference. Public Participation: City Hall will be closed to the public through the month of March 2020. A live audio of the City Council meeting will available on the City’s website (http://www.rolling- hills.org/). The meeting agenda is on the City’s website (http://www.rolling- hills.org/Archive.aspx?AMID=70). Members of the public may submit comments until 6:30pm on the meeting date by emailing the City Clerk at ycoronel@cityofrh.net. Your comments will become part of the official meeting record. You must provide your full time, but please do not provide any other personal information (i.e., phone numbers, addresses, etc) that you do not want to be published. PLEDGE OF ALLEGIANCE 1 4.A.APPROVAL OF CITY COUNCIL MEETING MINUTES. RECOMMENDATION:APPROVE AS PRESENTED. 4.B.PAYMENT OF BILLS. RECOMMENDATION:APPROVE AS PRESENTED. 5.COMMISSION ITEMS NONE. 6.PUBLIC HEARINGS NONE. 7.OLD BUSINESS NONE. 8.NEW BUSINESS 8.A.DISCUSS THE PROCLAMATION OF LOCAL EMERGENCY REGARDING THE THREAT OF COVID-19. RECOMMENDATION:Staff recommends that the City Council discuss the need for the City to proclaim a local emergency in the City of Rolling Hills in response to COVID-19 activity. 8.B.CONSIDER AND APPROVE PARTICIPATION IN ALERT SOUTHBAY NOTIFICATION SYSTEM. RECOMMENDATION:Staff recommends the City Council participate in the Alert Southbay Notification System and subscribe to the services of Everbridge. 8.C.CONSIDER AND APPROVE MID-YEAR BUDGET REPORT. RECOMMENDATION:STAFF RECOMMENDS THAT THE COUNCIL RECEIVE AND FILE THE FISCAL YEAR 2019-2020 MID-YEAR BUDGET REVIEW AND APPROVE THE RECOMMENDED BUDGET ADJUSTMENTS. 01-25-20CCDraftMinutesv4-1.docx 2020-03-10 Payment of Bills.pdf 2020-03-19 Payment of Bills.pdf Chapter_2.32___CIVIL_DEFENSE_AND_DISASTERS.pdf Rolling Hills_MJNS Project_Updated 3-6-20.pdf SLG Master Services Agreement v8 C1 Outgoing PDF FY 19-20 MidYear Review RH.pdf 2 8.D.CONSIDER AND APPROVE RENEWAL OF LOS ANGELES COUNTY GENERAL SERVICES AGREEMENT. RECOMMENDATION:CONSIDER AND APPROVE RENEWAL OF GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES AND ADOPT CITY COUNCIL RESOLUTION NO. 1251 ADOPTING THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES EXTENDING THE AGREEMENT THROUGH JUNE 30, 2025. 9.MATTERS FROM THE CITY COUNCIL AND MEETING ATTENDANCE REPORTS 9.A.CONSIDER ACTION TO ENCOURAGE STATE LEGISLATURE TO DELAY PAYMENT OF PROPERTY TAX (ORAL). RECOMMENDATION:NONE. 10.MATTERS FROM STAFF NONE. 11.ADJOURNMENT Next regular meeting: Monday, April 13, 2020 at 7:00 p.m. in the City Council Chamber, Rolling Hills City Hall, 2 Portuguese Bend Road, Rolling Hills, California, 90274. Public Comment is welcome on any item prior to City Council action on the item. Documents pertaining to an agenda item received after the posting of the agenda are available for review in the City Clerk's office or at the meeting at which the item will be considered. In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in this meeting due to your disability, please contact the City Clerk at (310) 377-1521 at least 48 hours prior to the meeting to enable the City to make reasonable arrangements to ensure accessibility and accommodation for your review of this agenda and attendance at this meeting Budget Adjustment 2019-20.pdf FY 19-20 MidYear Review RH Capital Projects Fund.pdf FY 19-20 MidYear Review RH Traffic Safety Fund.pdf FY 19-20 MidYear Review RH Utility Fund.pdf Resolution1251LACoGSAgreement.docx GSA '20-'25.pdf 3 Agenda Item No.: 4.A Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:YOHANA CORONEL, CITY CLERK THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT:APPROVAL OF CITY COUNCIL MEETING MINUTES. DATE:March 23, 2020 BACKGROUND: NONE. DISCUSSION: NONE. RECOMMENDATION: APPROVE AS PRESENTED. ATTACHMENTS: 01-25-20CCDraftMinutesv4-1.docx 4 -1- MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS, CALIFORNIA SATURDAY, JANUARY 25, 2020 1.CALL TO ORDER A regular meeting of the City Council of the City of Rolling Hills was called to order by Mayor Mirsch at 10:00a.m. in the City Council Chamber at City Hall, 2 Portuguese Bend Road, Rolling Hills, California. 2.ROLL CALL Councilmembers Present:Mayor Mirsch, Pieper, Black, Dieringer, and Wilson. Councilmembers Absent:None. Others Present:Elaine Jeng, P.E., City Manager. Meredith T. Elguira, Planning & Community Services Director Yohana Coronel, City Clerk Terry Shea, Finance Director Jim Walker, Contract Accountant Gordana Swanson, 2 Chesterfield 3.OPEN AGENDA - PUBLIC COMMENT WELCOME There were no public comments. 4.DISCUSSION ITEMS A.STRATEGIC PLANNING WORKSHOP. City Manager Elaine Jeng gave an overview of how the discussion would be guided via a PowerPoint presentation. She welcomed everyone for making themselves available on a Saturday and proceeded to highlight the workshop guidelines, goals and objectives of the workshop and strategic planning going forward. She also informed the Council that her hope was to focus on their common priorities. Workshop Guidelines City Manager Elaine Jeng went over the guidelines and informed the Council that she wanted to make sure time was used efficiently. She requested that the Council be respectful of other Councilmembers’ perspectives and allow their fellow Councilmembers to fully convey their ideas. She stressed that the workshop was meant to present their priorities and was not a forum for arguments but a forum in which to represent their constituents. She informed the Council that staff was present to support them and answer questions that may arise. 5 Minutes City Council Meeting 01-25-20 -2- Goals of the Workshop City Manager Elaine Jeng informed the Council that the goal of the workshop is to get a general direction from the Council. She hoped that the workshop would provide an honest dialogue between the Council regarding the future of the City. She continued to inform the Council that the discussion topics could focus on the priorities specified by the Council or any other areas that the Council may wish to address, for example, expanding services to the community by providing car/shuttle services. Objectives of the Workshop City Manager Elaine Jeng stated that the objective of the strategic workshop was to determine the specific and precise goals of the Council. She suggested that the Council establish a minimum of one priority and a maximum of three priorities agreeable among the Council to establish the City’s work plan for the next two Fiscal Years 2020-2021 and 2021-2022. Strategic Planning Going Forward City Manager Elaine Jeng proceeded to review her projected strategic planning session timeline going forward. She expects to report out to the City Council by the next regularly scheduled City Council Meeting on Monday, January 27, 2020. Strategic Planning Session #2 is scheduled for the February 10, 2020 City Council Meeting, and Strategic Planning Session #3 is scheduled for the February 24, 2020 City Council Meeting where she will continue to use the established priorities to define actions items. She informed the Council that on April 13, 2020 the City Council is scheduled to discuss Fiscal Year 2020-2021 budget priorities which will hopefully translate from action items to budget items. City Council Common Priorities City Manager Elaine Jeng pointed out that common priorities among the Council are as follows; 1)Wildfire Mitigation/Emergency Preparedness, 2) Sewer, 3) Utility Undergrounding, and 4) Drainage. Sewer During the Council discussion, it was stated that staff should first review the Sewer Study and wait to see what the predicted cost is first before decidinghow to move forward. There was a suggestion about checking with the residents to see if they are interested. A citywide sewer project, given the distance between homes and the sewer connection, could prove to be too expensive. Council also considered that there may be some upfront cost but it may turn out to be cheaper for residents to connect to the sewer in the long run. It was also mentioned that the RHCA project of converting their septic tank to sewer connection could offset some of the sewer cost. There was also talk about Middleridge residents wanting to fund their own sewer connection. Councilmember Black commented that there is no buy-in from the residents because the cost is prohibitive. Councilmember Dieringer stressed minimizing legal liabilities. 6 Minutes City Council Meeting 01-25-20 -3- Undergrounding Discussion ensued among the Council about the status of the grants and how much money should be allocated towards undergrounding. Councilmember Pieper stated that he was comfortable if the project cost was $1.1 million because it was his understanding that there is money available. Mayor Mirsch asked the Council if they would like to continue the on-going funding of one hundred thousand a year or should they allocate the money towards another project. Councilmember Wilson asked staff to confirm if $250k was still being allocated from the general fund for undergrounding. Finance Director Terry Shea answered yes, and that the City has been doing so for the past two years. The Council concluded that they are in support of undergrounding and would like see that other areas of the City have the opportunity to participate in undergrounding. Drainage Councilmember Black stated that he is in full support of catch basins and capturing all the drainage on Crest Road North. Mayor Pro Tem Pieper suggested updating the parking area in City Hall and exploring the idea of retaining the storm water on campus. It is his understanding that this may solve the runoff issue. City Manager Jeng informed the Council that in order to discharge runoff to waterbodies, certain requirements need to be met which are very difficult. She suggested that drainage should be directed to the canyons so there is no discharge. She stated that this storm water diversion to the canyons is something to consider if the City wants to eliminate flow and not participate in MS4. Mayor Pro Tem Pieper asked what would it take to eliminate hiring a consultant and keep the water on site. He inquired if there was an exit strategy from the storm water tax on the residents. He would prefer to allocate money towards fixing drainage and improving the water quality. Mayor Mirsch stated that storm water management needs a feasibility study. She pointed out that the City does not own the drains and would rather educate the residents about drainage. Councilmember Dieringer pointed out that if the City builds a catch basin, then the City would be liable and would prefer not to explore that avenue. Wildfire Mitigation/Emergency Preparedness Councilmember Black stated that he felt that the Emergency Preparedness is progressing well but some areas need some help. He suggested hiring the association to clear out some vegetation. He also stated that he felt it was important to determine boundaries within the City. He noticed that brush clearance and complaints are continuous and suggested shifting funds towards more robust firebreaks. Mayor Pro Tem Pieper concurred with Councilmember Black and stated that he would like for the City to continue working with the Land Conservancy for the next 2-3 years. He suggested adding fire breaks between the brushclearing edges and boundary fences. Mayor Mirsch commented that she thought this was a great concept. City Manager Jeng informed the Council that the RHCA stated that the easements are not their obligation and asked for direction from Council as to how to move forward. Mayor Mirsch stated that it was her understanding that the RHCA is waiting for the decision from the Richard Colyear case, so in the meantime they are hands off and are leaving the City in charge. Councilmember Black stated that he agrees with the RHCA’s decision. Mayor Pro Tem Pieper stated that he felt that the residents will get used to taking care of the dead vegetation. Councilmember Wilson suggested splitting the cost of clearing vegetation between the City and the RHCA. 7 Minutes City Council Meeting 01-25-20 -4- Crest Road East Gate City Manager Jeng stated that the RHCA committee was being inconsistent with their decision about the gate. The primary concern seems to be that the gate would be open permanently allowing public access to private property. It was the Los Angeles County Fire Departments opinion that the Crest Road East Gate is hard to maneuver. They suggested to motorize the gate and to clear the brush around it. Discussion ensued among the Council and it was agreed that the Council would take authority over the gate if needed. Mayor Mirsch reminded the Council that the road is a one lane road and it was her understanding that the Fire Department would prefer it if it was declared a one-way exit for emergencies only. City Manager Jeng stated again that the residents need a clear and open path to exit, which brings the question of whose job it is to clear the easements and maintain them. She asked for clarification from the Council as to how to proceed. Mayor Pro Tem Pieper answered that the easements should be cleared of all vegetation and that the RHCA needs to figure out the gate issue. City Manager Jeng asked if it was the Council’s desire to have the residents take responsibility of the easements. The Council replied, “Yes”. Jim Walker asked who is liable for the gate. Councilmember Black answered that he did not care about the liability just as long as the gate is open during an emergency. Councilmember Dieringer stressed that overall the gate needs to be secured except that a gate access plan for emergencies needs to be developed because providing no access to the gate for residents during emergencies presented a greater liability. Emergency Preparedness/Evacuation Routes Councilmember Dieringer requested that more money be devoted to the evacuation route preparedness. She stated that residents need to be informed, trained and have a plan in place. Mayor Mirsch stated that the Block Captain program is actively working on an evacuation plan and most of her concerns are addressed at the Block Captain meetings, but she agrees that funding should be increased for this program. City Manager Jeng informed the Council that she is currently working with the Block Captains, First Responders, RHCA and residents to finalize the City’s Community Wildfire Protection Plan (CWPP). Other Topics It was decided by the Council that the permit process should remain as is. The Council also requested better communication with the residents. It was discussed that the electronic communications (email and/or text) is more modern. Mayor Mirsch requested making the Blue Newsletter four pages instead of one and possibly outsourcing the production of the newsletter if it proves to be cost effective. City Manager Jeng stated that the City would prioritize collecting contact information (email, cell phone and landline), keep the Blue Newsletter but expand it periodically. The Council also stated that they would attempt to keep their Council Meetings shorter and acknowledge that it was the responsibility of the Council to keep better time on discussion oftopics. Councilmember Dieringer requested allocating money towards items that will help minimize liabilities. Councilmember Black noted that the City’s legal cost is rising. Finance Director Shea suggested that staff identify when to talk to the Attorney to try to minimize the cost. Councilmember Wilson asked if the City Council had the right to call the City Attorney. City Manager Jeng responded yes and stated that the City Attorney works for the City Council. She also informed the Council that she will ask staff to curtail their requests to the Attorney’s Office and better define what questions and/or requests should be directed to them. She also offered to 8 Minutes City Council Meeting 01-25-20 -5- provide a list of projects staff is working on with the Attorney’s Office. Councilmember Dieringer requested making public safety a priority and suggested better coordination with RHCA to address the community’s needs. She also suggested adding community safety measures to supplement the Sheriff’s Department and adding cameras that capture more than license plates. Mayor Pro Tem Pieper stated that the community was not ready to have more security and that installing cameras at the entrances would cause privacy issues. He also felt that the RHCA is not aggressivelylooking to add security measures. Councilmember Dieringer stated that if the City is responsible for public safety but has no authority over the staff at the entrances, how can the City address public safety. City Manager Jeng asked if Council was directing staff to take authority over the gates. Councilmember Dieringer stated that for now she is comfortable advocating for more security measures and cameras. Discussion ensued among the Council about other services they would like to see and how the City can provide more services for its residents. Councilmember Black would like to explore a potential reimbursement to residents. 5. ADJOURNMENT Hearing no further business before the City Council, Mayor Mirsch adjourned the meeting at 1:28p.m. The next regular meeting of the City Council is scheduled to be held on Monday, January 27, 2020 beginning at 7:00 p.m. in the City Council Chamber at City Hall, 2 Portuguese Bend Road, Rolling Hills, California. Respectfully submitted, ___________________________________ Yohana Coronel, MBA City Clerk Approved, _____________________________________ Leah Mirsch Mayor 9 Agenda Item No.: 4.B Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:CONNIE VIRAMONTES , ADMINISTRATIVE ASSISTANT THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT:PAYMENT OF BILLS. DATE:March 23, 2020 BACKGROUND: NONE. DISCUSSION: NONE. RECOMMENDATION: APPROVE AS PRESENTED. ATTACHMENTS: 2020-03-10 Payment of Bills.pdf 2020-03-19 Payment of Bills.pdf 10 11 12 Agenda Item No.: 8.A Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:ELAINE JENG, CITY MANAGER THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT:DISCUSS THE PROCLAMATION OF LOCAL EMERGENCY REGARDING THE THREAT OF COVID-19. DATE:March 23, 2020 BACKGROUND: Coronavirus Disease 2019 (COVID-19), a new communicable disease has spread globally. The World Health Organization (WHO) declared COVID-19 outbreak a Public Health Emergency of internal concern. On January 13, 2020, the United States Secretary of Health and Human Services declared a Public Health Emergency. On March 11, 2020, the WHO characterized COVID-19 as a pandemic. On March 4, 2020, the County of Los Angeles Public Health Department declared a local health emergency in response to the COVID-19 activity. Also on March 4, 2020, the Governor of the State of California declared a state of emergency to help the State prepare for a broader spread of COVID- 19. Thirteen of the fourteen LA County Area G Disaster Management cities (Southbay cities) have proclaimed Local Emergency. DISCUSSION: Per the California Governor ’s Office of Emergency Services (CalOES), if a local government determines effects of an emergency are beyond the capability of local resources to mitigate effectively, the local government must proclaim a local emergency. It should be noted that a local emergency proclamation is not required for fire or law mutual aid; direct state assistance, Red Cross assistance; a Fire Management Assistance Grant ; or disaster loan program from the US Department of Agriculture or the US Small 13 Business Administration. A local emergency proclamation can only be issued by a governing body (city, county, or city and county) or an official designated by local ordinance. The proclamation should be issued within 10 days of the incident and ratified by the governing body within 7 days. Renewal of the resolution should occur every 60 days until terminated. Per Rolling Hills Municipal Code Section 2.32 Civil Defense and Disasters, emergency means the actual or threatened existence of listed conditions and which conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of the City, requiring the combined forces of other political subdivisions to combat. Also per RHMC, the City Manager is empowered to request the City Council to proclaim the existence or threatened existence of a local emergency, and request the Governor to proclaim a state of emergency. In the event of the proclamation of a local emergency, the proclamation of a state emergency by the Governor or the Director of the State Office of Emergency Services, or the existence of a “state of war emergency,” the City Manager is empowered to do the following: a. To make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided, however, such rules and regulations must be confirmed at the earliest practicable time by the City Council, b. To obtain vital supplies, equipment, and such other properties found lacking and needed for the protection of life and property and to bind the City for the fair value thereof, and, if required immediately, to commandeer the same for public use, c. To require emergency services of any City officer or employee, and, in the event of the proclamation of a state of emergency in the County, or the existence of a state of war emergency, to command the aid of as many citizens of this community as he deems necessary in the execution of his duties; such persons shall be entitled to all privileges, benefits and immunities as are provided by State law for registered disaster service workers, d. To requisition necessary personnel or material of any City department or agency, or e. To execute all of his ordinary power as City Manager, conferred upon him by this chapter of by resolution of emergency plan pursuant hereto adopted by the City Council, all powers conferred upon him by any statue, by any agreement approved by the City Council, and by any other lawful authority. Since Los Angeles County has already declared the existence of a County-wide Local Emergency, pursuant to Government Code 8630, the City can simply operate under the County’s declaration of emergency. However, a City declaration of emergency increases the likelihood of federal or state reimbursement of expenditures incurred to mitigation the emergency. 14 It is anticipated that the expenses relating to the response activities to the Coronavirus pandemic for the City to be minimal. With only residential land use, the response actions to the spread of COVID-19 is different than cities with varying types of land uses, multiple public facilities, park and open space, homeless population, and emergency personnel on staff. The City of Rolling Hills contracts with the Los Angeles County Sheriff ’s Department and the Los Angeles County Fire Department for responses. These two Departments operate under the umbrella of the County. Expenses incurred by both Departments will be included in the overall County reimbursement requests to the State and or the Federal Government. CITY RESPONSE ACTIVITIES TO DATE Out of abundance of caution, the City of Rolling Hills and Los Angeles County Building and Safety Department have closed their facilities to the public, effective March 16, 2020 through March 31, 2020. Staff will continue to conduct City and County business on site, respectively, but the facilities will remain closed to the public. During City Hall and County closures, both agencies continued to serve the public and respond to inquiries via telephone, email and written correspondence. On-site inspection continued to occur upon request while practicing social distancing to protect both the applicant and staff. Both agencies continued to accept electronic plan submittals and plan review requests. In addition, the City has provided a bin at the front entrance of City hall for plan and document drop offs and pick ups. Letters have also been sent to applicants with active cases informing them of the current protocols in place. In preparation for potential mandatory lockdown by the Los Angeles Health Department, staff has taken proactive steps to facilitate working remotely from home. • Staff has been transitioning to electronic files, including submitting plans electronically. This process started in July 2019. During the closure this practice of transitioning the City to electronic files will continue. Review of plans can be conducted by using the exchange of mark-ups via email. • City Staff have advised permit seekers that they can apply for permits by sending the application via email. Staff has been working with contractors to issue permits via email provided that payment is paid in full. Payments can be mailed to City Hall. • Aside from the service described above, majority of the services provided at City Hall are from residents dropping in with questions and or complaints. These types of requests can be handled over the phone and through email. • Majority of the meetings have moved to teleconferencing or via services like Go-To- Meetings and Zoom. • Office calls forwarding capabilities to Google Voice phone. Each staff has downloaded Google Voice phone number for call outs to protect staff ’s personal cell phone numbers. Each staff will be assigned shifts to answer calls. 15 Staff will continue to monitor directives from the Los Angeles County Department of Public Health (Health Department) and the Governor's Office. The measures mentioned above will continue to apply as we comply with the requirements of the "Safer at Home" Public Health Order that took effect at 11:59 PM on March 19, 2020. As the State and the Health Department issue more constraints on activities, the City will gradually adjust its operations to respond to new requirements. Number of personnel present at City Hall may decrease as more stringent orders come down. City Hall is currently fully staffed but this may evolve as rotations are implemented and ultimately lead to full time remote work. Staff has taken on more projects and programs to help ensure the community's wellbeing during this crisis while ensuring the City's operations and customer service are uninterrupted. Unlike larger jurisdictions, where resources are more readily available, the City of Rolling Hills have limited staff to cover the increase in required services needed by the residents and other stakeholders. Staff has had make adjustments to respond to the need. The current crisis has multiplied the number of Blue Newsletter publications per month. Additional issues were published to keep the residents apprised of the latest development in regards to services being provided by the City, the Lomita Sheriff's Department, Block Captain Program, and Senior Committee. Staff has also reached out to different non- governmental organizations, grocery stores and gig-companies to find out what services are being provided to the elderly and/or homebound residents. From this outreach effort, the Senior Program was established. The City partnered with the Sheriff's Department, Block Captain and Senior Committee to establish a system that will help local residents in need. A small group of volunteers, managed by the City's Code Enforcement Officer, is ready to mobilize when the need arise. These volunteers and Block Captains will reach out to the elderly community and check in on regular basis and provided services as needed. The Sheriff's Department will also conduct welfare checks when requested. The City will facilitate the program to ensure all organizations are well informed of all available services and all requests are addressed. The City has also expedited the launch of the City's new website in order to provide additional and real-time information to residents on activities happening locally, regionally and statewide. The website will have banners that will provide residents the latest news, message from the Mayor, and a portal for "Citizen's Request" where residents can submit questions and complaints. Lastly, the website will also use an updated Alert Notification system. In response to the "Safer at Home" Order that prohibits all public or private gatherings of 16 10 or more people anywhere in LA County, staff expedited tasks to activate a live stream audio system that will allow the City Council to conduct their meeting via teleconference while providing the public access to live streaming audio of the meeting from home. The public will be able to access the live audio stream from the City's website. Additionally, an enormous amount of staff time is dedicated to conducting informational calls with agencies, Public Health Department, First Responders, and legislators. Although there are much more activities within City Hall due to the current crisis situation, the response actions to date are all manageable with the available resources. RECOMMENDATION: Staff recommends that the City Council discuss the need for the City to proclaim a local emergency in the City of Rolling Hills in response to COVID-19 activity. ATTACHMENTS: Chapter_2.32___CIVIL_DEFENSE_AND_DISASTERS.pdf 17 Chapter 2.32 - CIVIL DEFENSE AND DISASTERS[7] Sections: Footnotes: --- (7) --- For statutory provisions authorizing the creation of local disaster councils, see Gov. Code § 8610 et seq. 2.32.010 - Purposes. The declared purposes of this chapter are to provide for the preparation and carrying out of plans for the protection of persons and property within the City in the event of an emergency; the direction of the emergency organization; and the coordination of the emergency functions of the City with all other public agencies, corporations, organizations and affected private persons. (Ord. 174 § 1, 1980). 2.32.020 - Emergency defined. As used in this chapter, "emergency" means the actual or threatened existence of conditions of disaster or of extreme peril to the safety of persons and property within the City caused by such conditions as air pollution, fire, flood, storm, epidemic, riot, earthquake, or other conditions resulting from war or imminent threat of war, but other than conditions resulting from a labor controversy, which conditions are or are likely to be beyond the control of the services, personnel, equipment and facilities of the City, requiring the combined forces of other political subdivisions to combat. (Ord. 174 § 2, 1980). 2.32.030 - Disaster Council—Created—Membership. The Disaster Council is created and shall consist of the following: A. The Mayor, who shall be Chairman; B. The Director of Emergency Services, who shall be Vice Chairman; C. The Assistant Director of Emergency Services; D. Such chiefs of emergency services as are provided for in a current emergency plan of the City adopted pursuant to this chapter; and E. Such representatives of civic, business, labor, veterans, professional or other organizations having an official emergency responsibility, as may be appointed by the Director, with the advice and consent of the City Council. (Ord. 174 § 3, 1980). 2.32.040 - Disaster Council—Powers and duties—Meetings. It shall be the duty of the Disaster Council, and it is empowered, to develop and recommend for adoption by the City Council, emergency and mutual aid plans and agreements and such ordinances and 18 resolutions and rules and regulations as are necessary to implement such plans and agreements. The Disaster Council shall meet upon call of the Chairman, or, in his absence from the City or his inability to call such a meeting, upon call of the Vice Chairman. (Ord. 174 § 4, 1980). 2.32.050 - Director and Assistant Director—Offices created. A. There is created the office of Director of Emergency Services. The City Manager shall be the Director of Emergency Services. B. There is created the office of Assistant Director of Emergency Services, who shall be appointed by the Director. (Ord. 174 § 5, 1980). 2.32.060 - Director and Assistant Director—Power and duties. A. The Director is empowered to: 1. Request the City Council to proclaim the existence or threatened existence of a "local emergency" if the City Council is in session, or to issue such proclamation if the City Council is not in session. Whenever a local emergency is proclaimed by the Director, the City Council shall take action to ratify the proclamation within seven days thereafter, or the proclamation shall have no further force or effect; 2. Request the Governor to proclaim a "state of emergency" when, in the opinion of the Director, the locally available resources are inadequate to cope with the emergency; 3. Control and direct the effort of the emergency organization of the City for the accomplishment of the purposes of this chapter; 4. Direct cooperation between and coordination of services and staff of the emergency organization of this City; and resolve questions of authority and responsibility that may arise between them; 5. Represent the City in all dealings with public or private agencies on matters pertaining to emergencies as defined in this chapter; 6. In the event of the proclamation of a local emergency as provided in this chapter, the proclamation of a state of emergency by the Governor or the Director of the State Office of Emergency Services, or the existence of a "state of war emergency," the Director is empowered: a. To make and issue rules and regulations on matters reasonably related to the protection of life and property as affected by such emergency; provided, however, such rules and regulations must be confirmed at the earliest practicable time by the City Council, b. To obtain vital supplies, equipment, and such other properties found lacking and needed for the protection of life and property and to bind the City for the fair value thereof, and, if required immediately, to commandeer the same for public use, c. To require emergency services of any City officer or employee, and, in the event of the proclamation of a state of emergency in the County, or the existence of a state of war emergency, to command the aid of as many citizens of this community as he deems necessary in the execution of his duties; such persons shall be entitled to all privileges, benefits and immunities as are provided by State law for registered disaster service workers, 19 d. To requisition necessary personnel or material of any City department or agency, or e. To execute all of her ordinary power as City Manager, conferred upon her by this chapter or by resolution or emergency plan pursuant hereto adopted by the City Council, all powers conferred upon her by any statute, by any agreement approved by the City Council, and by any other lawful authority. B. The Director of Emergency Services shall designate the order of success to that office, to take effect in the event the Director is unable to attend meetings and otherwise perform her duties during an emergency. Such order of succession shall be approved by the City Council. C. The Assistant Director shall, under the supervision of the Director and with the assistance of emergency service chiefs, develop emergency plans and manage the emergency programs of the City, and shall have such other powers and duties as may be assigned by the Director. (Ord. 174 § 6, 1980). 2.32.070 - Emergency organization. All officers and employees of the City, together with those volunteer forces enrolled to aid them during an emergency, and all groups, organizations, and persons who may by agreement or operation of law, including persons impressed into service under the provisions of subsection A(6)(c) of Section 2.32.060, be charged with duties incident to the protection of life and property in this City during such emergency, shall constitute the emergency organization of the City. (Ord. 174 § 7, 1980). 2.32.080 - Emergency plan development. The Disaster Council shall be responsible for the development of the City Emergency Plan, which plan shall provide for the effective mobilization of all of the resources of the City, both public and private, to meet any condition constituting a local emergency, state of emergency, or state of war emergency, and shall provide for the organization, powers and duties, services and staff of the emergency organization. Such plan shall take effect upon adoption by resolution of the City Council. (Ord. 174 § 8, 1980). 2.32.090 - Expenditures. Any expenditures made in connection with emergency activities, including mutual aid activities, shall be deemed conclusively to be for the direct protection and benefit of the inhabitants and property of the City. (Ord. 174 § 9, 1980). 2.32.100 - Unlawful acts designated—Penalty. It shall be a misdemeanor, punishable by a fine of not to exceed five hundred dollars, or by imprisonment for not to exceed six months, or both, for any person, during an emergency, to: A. Wilfully obstruct, hinder, or delay any member of the emergency organization in the enforcement of any lawful rule or regulation issued pursuant to this chapter, or in the performance of any duty imposed upon him by virtue of this chapter. 20 B. Do any act forbidden by any lawful rule or regulation issued pursuant to this chapter, if such act is of such a nature as to give or be likely to give assistance to the enemy or to imperil the lives or property of inhabitants of the City, or to prevent, hinder, or delay the defense or protection thereof. C. Wear, carry, or display, without authority, any means of identification specified by the emergency agency of the State. (Ord. 174 § 10, 1980). 21 Agenda Item No.: 8.B Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:ELAINE JENG, CITY MANAGER THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT: CONSIDER AND APPROVE PARTICIPATION IN ALERT SOUTHBAY NOTIFICATION SYSTEM. DATE:March 23, 2020 BACKGROUND: Senate Bills 833 and 821 were signed into law in 2017. SB 833 requires the California Governor ’s Office of Emergency Services (Cal OES) to develop guidelines for Public Alert and Warning effective July 1, 2019. The OES may impose conditions related to any voluntary grant funds that have a nexus to emergency management performance grants requiring cities to comply with certain measures. SB 821 authorizes each county and city to enter into an agreement to access the contact information of resident account holders through the records of a public utility or other agency including an electric or gas corporation, local publicly owned electric utility, or other agency responsible for water service, waste and recycling service for the sole purpose of enrolling county residents in a county operated public emergency warning system. The receiving agency is required to ensure that the confidentiality of the contact information is protected under reasonable security procedures. Los Angeles County Area G Disaster Management Operational Area is comprised of El Segundo, Gardena, Hawthorne, Hermosa Beach, Inglewood, Lawndale, Lomita, Manhattan Beach, Palos Verdes Estates, Rancho Palos Verdes, Redondo Beach, Rolling Hills, Rolling Hills Estates and Torrance. Nine out of 14 Area G cities have existing contracts with Everbridge or Nixle (owned by Everbridge). Everbridge, a software application used to send targeted messages during an emergency via text message, cellular service, landlines, email, social media, and it is integrated into FEMA’s Integrated Public Alert and Warning System (iPAWS). 22 DISCUSSION: Alert Southbay is comprised of the cities (minus Carson and Lawndale) within Area G deploying a pilot notification system using Everbridge that will have interoperability between all participating cities across jurisdictional notifications. The Alert Southbay project was already in the works in 2018. In October 2019, the Project Manager (consultant to the group) informed City staff that the City of Rolling Hills was included in the pilot project. This means the City’s data was built into the system. To operate, there will be an on-going cost for the City to use the platform. The cost is approximately $5,171 for year one and $4,171 for years 2 and 3. Everbridge's subscription quote is attached to this report. Between October 2019 and March 2020, staff worked with the Project Manager to achieve an understanding of the system and the benefits of the pilot project compared with the City’s current notification system. The City's current notification system depends on data provided by registratnts. The Alert Southbay through Everbridge uses white page information for the community, per SB821, without the need for individuals to opt in and the system can push out messages across jurisdictional boundaries. The Alert Southbay through Everbridge is an enhancement to the City's current notification system and would be beneficial to the residents of Rolling Hills with notifications of breaking news of adjacent and nearby cities. There is a cost of $5,000 per year to participating agencies for Everbridge for white page data. This cost is in addition to the $5,171 first year subscription fee and subsequent year subscription fee. The Project Manager noted that cost associated with white page data is funded by the refineries in Torrance in the initial year and may be funded by the refineries in future years. The City Attorney reviewed the proposed agreement with Everbridge and provided revisions (Agreement attached). Staff is working with Everbridge on contract terms. If the Council elects to participate in Alert Southbay, any subsequent proposed changes to the agreement will be reviewed and reconciled by the City's legal counsel prior to final approval. FISCAL IMPACT The cost of participating in the Alert Southbay by subscribing to Everbridge was not budgeted in the FY 2019-2020 budget. Staff proposes to fund the cost of the subscription from the line item Contractual Services under Administration. There is sufficient funding in the line item to pay for the subscription cost of $5,171 for the current year. RECOMMENDATION: Staff recommends the City Council participate in the Alert Southbay Notification System and subscribe to the services of Everbridge. ATTACHMENTS: Rolling Hills_MJNS Project_Updated 3-6-20.pdf SLG Master Services Agreement v8 C1 Outgoing PDF 23 Prepared for: Elaine Jeng City of Rolling Hills, CA 2 Portuguese Bend Road Rolling Hills CA 90274 United States Ph: (310) 377-1521 Fax: Email: ejeng@cityofrh.net Quotation Quote #:Q-36270 Date:10/18/2019 Expires On:3/31/2020 Confidential Salesperson:Angela Fish Phone: Email:angela.fish@everbridge.com Contract Summary Information: Contract Period:36 Months Contact Summary: Household Count:695 Employee Count: Page 1 of 3 24 Year 1 QTY DESCRIPTION PRICE 1 Mass Notification Pro USD 421.00 2 One Day Remote Consulting Services (Travel & Expenses to be reimbursed by Customer) USD 3,750.00 Year 1 TOTAL:USD 4,171.00 Year 2 QTY DESCRIPTION PRICE 1 Mass Notification Pro USD 421.00 2 One Day Remote Consulting Services (Travel & Expenses to be reimbursed by Customer) USD 3,750.00 Year 2 TOTAL:USD 4,171.00 Year 3 QTY DESCRIPTION PRICE 1 Mass Notification Pro USD 421.00 2 One Day Remote Consulting Services (Travel & Expenses to be reimbursed by Customer) USD 3,750.00 Year 3 TOTAL:USD 4,171.00 Setup QTY DESCRIPTION PRICE 1 Calculated Set Up Fee USD 1,000.00 Setup TOTAL:USD 1,000.00 Pricing Summary: Year One Fees:USD 4,171.00 One-time Implementation and Setup Fees: USD 1,000.00 Professional Services:USD 0.00 Total Year One Fees Due: USD 5,171.00 Ongoing Fees: Year Two Fees:USD 4,171.00 Year Three Fees:USD 4,171.00 Page 2 of 3 25 1.Additional rates apply for all international calls. 2.Quote subject to the terms and conditions of the service agreement, including any amendments, executed between Everbridge, Inc. and the customer listed above. 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. Supplemental Notes: Pricing is based upon full Area G participation. Quantity 2 of Professional Services is for a total of 15 hours. \AID1\ Authorized by Everbridge: Signature: \s2\ Date: \d2\ Name (Print): \n2\ Title: \t2\ To accept this quote, sign, date and return: Signature: \s1\ Date: \d1\ Name (Print): \n1\ Title: \t1\ 155 North Lake Avenue, Suite 900 Pasadena, CA 91101 USA Tel: +1-818-230-9700 Fax: +1-818-230-9505 THANK YOU FOR YOUR BUSINESS! Page 3 of 3 26 SLG Master Services Agreement v8 09.30.19 1 Everbridge, Inc. Master Services Agreement This Master Services Agreement (“Agreement”) is entered into by and between Everbridge, Inc. (“Everbridge”) and __________________________ (“Client”), effective on the date of Client’s signature below (“Effective Date”). Everbridge and Client are each 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. 1.3 Affiliated Entities. Departments, divisions, agencies or governmental entities which are affiliated politically, operationally or otherwise with Client, and which are not an Included Department (each, an “Affiliated Entity”) may purchase Services to the same extent as Client, provided, that the Affiliated Entity 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 Affiliated Entity. Client and the Affiliated Entity shall maintain separate accounts with Everbridge. Solely as to the Agreement between Everbridge and such Affiliated Entity, all terms and references to “Client” shall refer to such Affiliated Entity upon execution of an applicable Quote. By executing a Quote each Affiliated Entity agrees to be bound by all the terms and conditions herein as to such Affiliated Entity. An entity that otherwise qualifies under this definition will be included within the meaning of Affiliated Entity even though it qualifies after the execution of this Agreement. 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. If Client exceeds any role-based numbers, messaging limits or other usage levels specified in the Quote, then Everbridge may invoice Client for any overages at the then applicable rate. All Professional Services must be used within 12 months from date of purchase. 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. Such interest shall be in addition to any other rights and remedies of Everbridge. Unless otherwise provided, the fees set forth in the Quote do not include any local, state, federal or foreign taxes, levies or duties of any nature, all of which Client is responsible for paying, except for those relating to Everbridge’s net income or property. If Everbridge is legally obligated to collect or pay taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate. 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. Where applicable, Client shall obtain the required consent of Contacts to send communications through the Solutions. Client shall use the Service in accordance with Everbridge’s then applicable Acceptable Use Policy posted on www.everbridge.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 27 2 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. 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. 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 will be coterminous with the Initial Service Term or applicable renewal Service term (“Renewal Term”), unless otherwise agreed to by the parties. If at the end of the applicable Quote, Client intends to renew the Agreement, but has not provided a timely executed written renewal prior to the end of such term, then Everbridge, in its sole discretion, shall continue the Service(s) hereunder for thirty (30) days (the “Grace Period”) in order to secure an executed renewal by Client, provided that Client shall pay to Everbridge the annual fee then in effect divided by twelve (12) (the “Monthly Holdover Fee”). The Grace Period is provided to Client as a courtesy so that Services will not be terminated prior to the execution of a renewal. Due to insurance and liability reasons Everbridge can only provide one Grace Period and will charge the Monthly Holdover Fee. The Monthly Holdover Fee is instituted in order to protect Client from termination or suspension of the Services, and to ensure that timely renewals are entered into. Monthly Holdover Fees shall not be returned or refunded to the Client as a credit towards any renewal. Except as set forth in an applicable Quote, or unless this Agreement is terminated as provided herein, upon expiration of the term of any Quote, such Quote shall renew automatically for successive subsequent periods of twelve (12) months unless either party notifies the other party of its intent to terminate at least thirty (30) days prior to the end of the then current term. Everbridge reserves the right to increase its fees in any Renewal Term by three percent (3%). With respect to any renewals which are signed by Client after the previous term’s expiration date, Everbridge reserves the right to increase its fees in such Renewal Term by five percent (5%). 5. TERMINATION; SUSPENSION. 5.1 Termination by Either Party. Either Party may terminate this Agreement upon the other Party's material breach of the Agreement, provided that (i) the non-breaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (ii) the breaching Party does not cure the breach within thirty (30) days following its receipt of such notice (the "Notice Period"); and (iii) following the expiration of the Notice Period, the non-breaching Party sends a second written notice indicating its election to terminate this Agreement. 5.2 Termination or Suspension for Non-Payment. If Client fails to pay any amounts due within thirty (30) days of their due date, Everbridge may terminate this Agreement upon thirty (30 days’ prior written notice to Client. Termination for non-payment shall not relieve Client of its outstanding obligations (including payment) under this Agreement. In lieu of termination for non- payment, Everbridge may suspend Client’s access to the Solutions upon written notice to Client. 5.3 Suspension. Everbridge may 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 feedback (except for the Client Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all 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 28 3 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. 8. WARRANTIES ; DISCLAIMER. 8.1 Everbridge Warranty. Everbridge shall provide the Solutions in material compliance with the functionality and specifications set forth on the applicable Solution Documentation. Everbridge shall provide 24X7X365 customer 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 Client. Client shall defend, indemnify and hold Everbridge harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with any third party claim, suit or proceeding (“Claim”) arising out of any data sent, posted or otherwise transmitted via the Solution by Client or Contacts, or any breach by Client of Sections 3 or 6. 9.2 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. 9.3 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 29 4 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 9.2, 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. The foregoing limitations shall apply even if the non-breaching party’s remedies under this Agreement fail their essential purpose. 11. MISCELLANEOUS. 11.1 Non-Solicitation. As additional protection for Everbridge’s proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, 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. 11.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent precluded by circumstances beyond Everbridge’s reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labor problems, regional technology interruptions, or denial of service attacks. The Solution delivers information for supported Contact paths to public and private networks and carriers, but Everbridge cannot guarantee delivery of the information to the recipients. Final delivery of information to recipients is dependent on and is the responsibility of the designated public and private networks or carriers. 11.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted 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. 11.4 Assignment. Neither party may assign this Agreement to any third party except upon the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, that no such consent shall be required in the event of an assignment to an Affiliated Entity or to a successor-in- interest to the business of the assigning Party resulting from a merger, reorganization, or sale of all or substantially all such Party’s assets. Notwithstanding the above, neither Party shall assign this Agreement to any third party which is a competitor of the other Party. 11.5 Governing Law; Attorney’s Fees. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. The prevailing party in any action arising out of this Agreement shall be entitled to its reasonable attorneys’ fees and costs. 11.6 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. 11.7 Marketing. Client consents to Everbridge referencing Client’s name as an Everbridge Client in Everbridge publications, its website, and other marketing materials. 11.8 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. 11.9 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. 11.10 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 customers and end-users acquire licenses to the Solutions and related documentation with only those rights set forth herein. 11.11 General. This Agreement, including its Exhibits and any Quote, constitutes the entire agreement between the Parties and supersedes all other agreements and understandings between the Parties, oral or written, with respect to the subject matter hereof, including any confidentiality agreements. This Agreement shall not be modified or amended except by a writing signed by both Parties. 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. There are no third party beneficiaries to this Agreement. 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, 30 5 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. EVERBRIDGE, INC. By: Print Name: Title: Date: Address: 25 Corporate Drive Burlington, Massachusetts 01803 For legal notice: Attention: Legal Department CLIENT: By: Print Name: Title: Date: Client’s Address: Attn: Address for Legal Notice: Attn: 31 6 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 or Risk Center Products: 1. Types of Notifications. “Life Safety/Emergency Notifications” are communications sent by Client through the Solution to multiple Contacts via one or multiple communication paths to advise Contacts of a life safety incident or other immediate or expected emergency such as a severe weather event, evacuation or shelter in place notice, active shooter or similar attack, hospital code alerts, etc. Life Safety/Emergency Notifications also include a reasonable number of test messages sent on a periodic basis during an annual period. “Non-Emergency Notifications” are communications sent by Client through the Solution to multiple Contacts via one or multiple communications paths which are not characterized as Life Safety/Emergency Notifications. 2. Messaging Credits. The Solutions include units of usage (“Messaging Credits”) to send Life Safety/Emergency Notifications and Non-Emergency Notifications. No Messaging Credits shall be required to send Life Safety/Emergency Notifications or Non-Emergency Notifications via the mobile application, by push notification or by email. Messaging Credits are not required for messaging sent via Everbridge’s IT Alerting products. Additional Messaging Credits may be purchased separately and additional charges may apply for international notifications. If Client’s use of the Solutions exceeds the amount of Messaging Credits purchased or incurs charges for international notifications, Client shall pay for such overages back to the date such overages were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote, and are not refundable. If Client has “Unlimited Use” as identified on the applicable Quote, such unlimited use does not include conference minutes, or international usage, which must be purchased separately. 3. Life Safety/Emergency Notification Review. If a Client is purchasing the Mass Notification or Safety Connection Solution, Everbridge may, where local laws permit, review message content to verify that messages have been appropriately characterized as Life Safety/Emergency Notifications. If Client has not characterized a message appropriately, then Everbridge may recharacterize the message in its reasonable judgment, and apply Messaging Credits in accordance with the above Usage allocations. Client’s intentional mischaracterization of Life Safety/Emergency Notifications, or mischaracterization of more than three Life Safety/Emergency Notifications in a twelve-month period, shall constitute a material default under this Agreement. 4. 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. 5. Risk Center Restrictions on Use. 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 the Risk Center Services, except as authorized in writing by Everbridge. 6. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client 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 (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. 7. 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 32 7 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. 8. Incident Management/IT Alerting. If a Client is purchasing the Incident Management or IT Alerting Solution, unless designated as unlimited: (a) Clients 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” are authorized by Client as an administrator for the Incident Management or IT Alerting Solution components and are typically responsible for the configuration of IT Alerting as well as managing and reporting on Incidents ; (c) “Incident Operators” are authorized by Client as an operator of the Incident Management or IT Alerting Solution and are typically responsible for launching/managing Incidents; and (d) “Group Managers” shall have the ability to build, manage and/or participate in on- call schedules to receive IT related notifications. Everbridge may limit or throttle Client’s automated use of the Incident Management or IT Alerting Solution in order to protect the stability and security of the Solution. 9. Secure Messaging. If a Client is 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”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), the Gramm-Leach- Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. Any Business Associate Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement. Client 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. Non-Critical 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, the CAN-SPAM Act of 2003, 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. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct. 33 8 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 IPAWS Memorandum of Agreement (“MOA”) with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User’s right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate (“Digital Certificate”). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. 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) IPAWS 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. 34 Page 1 of 1 35 500 N. Brand Blvd., Ste. 1000 t 888.366.4911 www.everbridge.com Glendale, CA 91203 USA f 818.484.2299 *Client Name:Account Number: (Internal use only) *Requestor/Approver of Services: Contact Name:Phone Number: Email Address:Other Number: *Billing Address:*Shipping/Primary Service Location Address: Contact Name:Contact Name: Address:Address: City:State/Province/Region:City:State/Province/Region: Postal/Zip Code:Country:Postal/Zip Code:Country: *Accounts Payable Department:Purchasing Department: Contact Name:Email Address:Contact Name:Email Address: Phone Number:Fax Number:Phone Number:Fax Number: Address: same as Billing Address same as Shipping Address Address: same as Billing Address same as Shipping Address City:State/Province/Region:City:State/Province/Region: Postal/Zip Code:Country:Postal/Zip Code:Country: *Invoice Submission Email Address(s): *Do you require a Purchase Order to process payment?Yes No If Yes, please send Purchase Order to Final.Documents@everbridge.com *Is your organization exempt from paying Sales and Use Tax?Yes No *If either of the certificates is not attached to this form, sales tax will be added where applicable. Please provide any special instructions for submitting and processing invoices for payment: Please list and attach any required forms and/or web links for invoice processing: e.g., Wire/EFT/ACH forms, Vendor forms, W9 forms, Registration links CLIENT REGISTRATION FORM *Required information If your organization is exempt or is utilizing Direct Pay, please attach a copy of your Exemption or Direct Pay Certificate to this form Please return the form via Email to Final.Documents@everbridge.com or Fax to 818-484-2299 (For U.S. Clients only) 36 For a full product description, along with best practices and product details please see the Everbridge User Guide and Everbridge University. www.everbridge.com Rev. April 2019 SYSTEM INCLUSION Confidential Everbridge Mass Notification PRO for Residents Everbridge Mass Notification Pro allows users to send notifications to individuals or groups using lists, locations, and visual intelligence. Everbridge Mass Notification is supported by state-of-the-art security protocols, an elastic infrastructure, advanced mobility, interactive reporting and analytics, adaptive people and resource mapping to mirror your organization, and true enterprise class data management capabilities to provide a wide array of data management options. Below is a list of key system inclusions with your new Everbridge Mass Notification system. Usage* Unlimited Life-safety Notifications via Voice, True SMS, Fax, Email and Push Notification Unlimited Non-Emergency Notifications via Email and Push Notification *Usage above applies to notifications generated through the Everbridge Manager user interface. Automated notifications via Broadcast API and/or Email Ingestion are subject to additional fees. Core Platform Access Unlimited Administrators for web-based portal to initiate messages, reporting, and administration Unlimited Administrators for ManageBridge Application (iOS, Android) and Mobile Optimized Notification Site (for Blackberry, etc.) Three (3) Organization with unlimited nested static and dynamic groups One (1) Contact Data Location Custom branded community opt-in portal with custom fields and opt-in subscriptions Flexible role-based access controls to manage user permissions Access to Real-Time Dashboard, Notifications Library, Everbridge Universe, and Custom Reporting Access to Community Engagement to communicate Via Text, Email, and/or Voice Messages and provide an easy way for residents to Text Opt-In (text zip-code or a keyword to 888-777) – Only available to US contacts Access to automated severe weather alerting from the National Weather Service via SMARTWeather for 1 (ONE) area no greater than a single County – Only available to US contacts Access to Incident Management to automate incident communication workflows Access to Incident Chat for responders to coordinate and collaborate Access to 1 (ONE) dedicated toll free number via Premium Audio Bulletin Board Access to Auto-Translate, Missing Person and 20+ Pre-built Message Guides Key Notification Features Integrated GIS/Map-based, rule-based, group-based, or individual contact selection Ability to send standard, polling, or on-the-fly ‘One-Touch’ Conference Call messages One-screen broadcast creation workflow to speed message creation and reduce human error Everbridge Network to access situational intelligence & notifications shared by other public and private groups Publish notifications directly Facebook and Twitter and Websites and services that support API access via HTTPS using ‘Web Posting’ Publish notifications directly to the Smartphones of residents and employees via Everbridge Mobile Application (fka ContactBridge) Custom logo display in Everbridge Mobile Application Publish approved notifications directly to Google Public Alerts website – Only available to US contacts Access to IPAWS for authorized agencies – Only available to US contacts Contact filtering based on custom criteria and automatic address geo-coding for contacts Map-based drawing and selection tools and imported shape files (e.g. Google Maps, Bing Maps, ESRI) Organization specific customizable caller ID, greetings, and broadcast settings SMPP based True SMS text messaging Multi-language Text to Speech Engine and Custom Voice Recording Real-time reporting for improved situational awareness and easier after action analysis 5 Live Operator Message Initiations per year Interactive Dashboard for Organizational Activity Summary Unlimited Notification Templates Self-service Single Contact Record Adjustments, Contact Import via CSV Upload and via Contact API Bulk Contact Management Automation via Secure FTP Everbridge basic conference bridge codes Auto translate, Boil water, Weather alert and 10 pre-built message guides Set-up, Implementation & Support Up to 10 remote hours of support via a dedicated Implementation Specialist during a Standard Implementation. These 10 hours are inclusive of web-based training, system testing, and administrative set-up. Your Implementation Specialist will also deliver your EB Suite system with best-practice recommended settings configured. Initial Contact Data Upload and Test Broadcast Support Unlimited Access to Everbridge University classes 24x7 Customer Support (phone, web, email) Global Support/Operations Centers for Redundant Live Support 37 SLG Master Services Agreement v8 09.30.19 1 Everbridge, Inc. Master Services Agreement This Master Services Agreement (“Agreement”) is entered into by and between Everbridge, Inc. (“Everbridge”) and __________________________ (“Client”), effective on the date of Client’s signature below (“Effective Date”). Everbridge and Client are each 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. 1.3 Affiliated Entities. Departments, divisions, agencies or governmental entities which are affiliated politically, operationally or otherwise with Client, and which are not an Included Department (each, an “Affiliated Entity”) may purchase Services to the same extent as Client, provided, that the Affiliated Entity 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 Affiliated Entity. Client and the Affiliated Entity shall maintain separate accounts with Everbridge. Solely as to the Agreement between Everbridge and such Affiliated Entity, all terms and references to “Client” shall refer to such Affiliated Entity upon execution of an applicable Quote. By executing a Quote each Affiliated Entity agrees to be bound by all the terms and conditions herein as to such Affiliated Entity. An entity that otherwise qualifies under this definition will be included within the meaning of Affiliated Entity even though it qualifies after the execution of this Agreement. 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. If Client exceeds any role-based numbers, messaging limits or other usage levels specified in the Quote, then Everbridge may invoice Client for any overages at the then applicable rate. All Professional Services must be used within 12 months from date of purchase. 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. Such interest shall be in addition to any other rights and remedies of Everbridge. Unless otherwise provided, the fees set forth in the Quote do not include any local, state, federal or foreign taxes, levies or duties of any nature, all of which Client is responsible for paying, except for those relating to Everbridge’s net income or property. If Everbridge is legally obligated to collect or pay taxes for which Client is responsible, the appropriate amount shall be invoiced to and paid by Client, unless Client provides a valid tax exemption certificate. 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. Where applicable, Client shall obtain the required consent of Contacts to send communications through the Solutions. Client shall use the Service in accordance with Everbridge’s then applicable Acceptable Use Policy posted on www.everbridge.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 38 2 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. 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. 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 will be coterminous with the Initial Service Term or applicable renewal Service term (“Renewal Term”), unless otherwise agreed to by the parties. If at the end of the applicable Quote, Client intends to renew the Agreement, but has not provided a timely executed written renewal prior to the end of such term, then Everbridge, in its sole discretion, shall continue the Service(s) hereunder for thirty (30) days (the “Grace Period”) in order to secure an executed renewal by Client, provided that Client shall pay to Everbridge the annual fee then in effect divided by twelve (12) (the “Monthly Holdover Fee”). The Grace Period is provided to Client as a courtesy so that Services will not be terminated prior to the execution of a renewal. Due to insurance and liability reasons Everbridge can only provide one Grace Period and will charge the Monthly Holdover Fee. The Monthly Holdover Fee is instituted in order to protect Client from termination or suspension of the Services, and to ensure that timely renewals are entered into. Monthly Holdover Fees shall not be returned or refunded to the Client as a credit towards any renewal. Except as set forth in an applicable Quote, or unless this Agreement is terminated as provided herein, upon expiration of the term of any Quote, such Quote shall renew automatically for successive subsequent periods of twelve (12) months unless either party notifies the other party of its intent to terminate at least thirty (30) days prior to the end of the then current term. Everbridge reserves the right to increase its fees in any Renewal Term by three percent (3%). With respect to any renewals which are signed by Client after the previous term’s expiration date, Everbridge reserves the right to increase its fees in such Renewal Term by five percent (5%). 5. TERMINATION; SUSPENSION. 5.1 Termination by Either Party. Either Party may terminate this Agreement upon fifteen (15) days notice with or without cause. Notice of termination shall be in writing. the other Party's material breach of the Agreement, provided that (i) the non- breaching Party sends written notice to the breaching Party describing the breach in reasonable detail; (ii) the breaching Party does not cure the breach within thirty (30) days following its receipt of such notice (the "Notice Period"); and (iii) following the expiration of the Notice Period, the non-breaching Party sends a second written notice indicating its election to terminate this Agreement. 5.2 Termination or Suspension for Non-Payment. If Client fails to pay any amounts due within thirty (30) days of their due date, Everbridge may terminate this Agreement upon thirty (30 days’ prior written notice to Client. Termination for non-payment shall not relieve Client of its outstanding obligations (including payment) under this Agreement. In lieu of termination for non- payment, Everbridge may suspend Client’s access to the Solutions upon written notice to Client. 5.3 Suspension. Everbridge may 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. Client shall not be charged for any periods of time during which service is suspended. 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 feedback (except for the Client Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all 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. 39 3 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. 8. WARRANTIES; DISCLAIMER. 8.1 Everbridge Warranty. Everbridge shall provide the Solutions in material compliance with the functionality and specifications set forth on the applicable Solution Documentation. Everbridge shall provide 24X7X365 customer 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 Client. Client shall defend, indemnify and hold Everbridge harmless against any loss or damage (including reasonable attorneys’ fees) incurred in connection with any third party claim, suit or proceeding (“Claim”) arising out of any data sent, posted or otherwise transmitted via the Solution by Client or Contacts, or any breach by Client of Sections 3 or 6. 9.2 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. 9.3 Indemnification Process. The indemnifying party’s obligations under this Section 9 are contingent upon the 40 4 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 Everbridge’s its indemnification obligations under Section 9.2, notwithstanding anything in this Agreement to the contrary, in no event shall Everbridge or City’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. The foregoing limitations shall apply even if the non-breaching party’s remedies under this Agreement fail their essential purpose. 11. MISCELLANEOUS. 11.1 Non-Solicitation. As additional protection for Everbridge’s proprietary information, for so long as this Agreement remains in effect, and for one year thereafter, 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. 11.2 Force Majeure; Limitations. Everbridge shall not be responsible for performance under this Agreement to the extent precluded by circumstances beyond Everbridge’s reasonable control, including without limitation acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labor problems, regional technology interruptions, or denial of service attacks, provided Everbridge has taken all reasonable steps to ensure it will be able to perform its obligations under this Agreement in such circumstances as performance is most critical in times of emergency or natural disaster, and the Client has entered into this Agreement for the primary purpose of having Everbridge perform its obligations and provide notifications in such circumstances. The Solution delivers information for supported Contact paths to public and private networks and carriers, but Everbridge cannot guarantee delivery of the information to the recipients. Final delivery of information to recipients is dependent on and is the responsibility of the designated public and private networks or carriers. 11.3 Waiver; Severability. The failure of either Party hereto to enforce at any time any of the provisions or terms of this Agreement shall in no way be considered to be a waiver of such provisions. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall, to the extent required, be deemed deleted 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. 11.4 Assignment. Neither party may assign this Agreement to any third party except upon the other Party’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, that no such consent shall be required in the event of an assignment to an Affiliated Entity or to a successor-in- interest to the business of the assigning Party resulting from a merger, reorganization, or sale of all or substantially all such Party’s assets. Notwithstanding the above, neither Party shall assign this Agreement to any third party which is a competitor of the other Party. 11.5 Governing Law; Attorney’s Fees. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of MassachusettsCalifornia, without regard to its conflicts of laws rules. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. The prevailing party in any action arising out of this Agreement shall be entitled to its reasonable attorneys’ fees and costs. 11.6 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. 11.7 Marketing. Client consents to Everbridge referencing Client’s name as an Everbridge Client in Everbridge publications, its website, and other marketing materials during the duration of this Agreement. 11.8 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. 11.9 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. 11.10 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 customers and end-users acquire licenses to the Solutions and related documentation with only those rights set forth herein. 11.11 General. This Agreement, including its Exhibits and any Quote, constitutes the entire agreement between the Parties and supersedes all other agreements and understandings between the Parties, oral or written, with respect to the subject matter hereof, including any confidentiality agreements. This Agreement shall not be modified or amended except by a writing signed by both Parties. ANY NEW TERMS OR CHANGES INTRODUCED IN A PURCHASE ORDER OR OTHER 41 5 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. There are no third party beneficiaries to this Agreement. 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. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. EVERBRIDGE, INC. By: Print Name: Title: Date: Address: 25 Corporate Drive Burlington, Massachusetts 01803 For legal notice: Attention: Legal Department CLIENT: By: Print Name: Title: Date: Client’s Address: Attn: Address for Legal Notice: Attn: 42 6 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 or Risk Center Products: 1. Types of Notifications. “Life Safety/Emergency Notifications” are communications sent by Client through the Solution to multiple Contacts via one or multiple communication paths to advise Contacts of a life safety incident or other immediate or expected emergency such as a severe weather event, evacuation or shelter in place notice, active shooter or similar attack, hospital code alerts, etc. Life Safety/Emergency Notifications also include a reasonable number of test messages sent on a periodic basis during an annual period. “Non-Emergency Notifications” are communications sent by Client through the Solution to multiple Contacts via one or multiple communications paths which are not characterized as Life Safety/Emergency Notifications. 2. Messaging Credits. The Solutions include units of usage (“Messaging Credits”) to send Life Safety/Emergency Notifications and Non-Emergency Notifications. No Messaging Credits shall be required to send Life Safety/Emergency Notifications or Non-Emergency Notifications via the mobile application, by push notification or by email. Messaging Credits are not required for messaging sent via Everbridge’s IT Alerting products. Additional Messaging Credits may be purchased separately and additional charges may apply for international notifications. If Client’s use of the Solutions exceeds the amount of Messaging Credits purchased or incurs charges for international notifications, Client shall pay for such overages back to the date such overages were incurred. Unused Messaging Credits expire at the end of the annual billing period under the applicable Quote, and are not refundable. If Client has “Unlimited Use” as identified on the applicable Quote, such unlimited use does not include conference minutes, or international usage, which must be purchased separately. 3. Life Safety/Emergency Notification Review. If a Client is purchasing the Mass Notification or Safety Connection Solution, Everbridge may, where local laws permit, review message content to verify that messages have been appropriately characterized as Life Safety/Emergency Notifications. If Client has not characterized a message appropriately, then Everbridge may recharacterize the message in its reasonable judgment, and apply Messaging Credits in accordance with the above Usage allocations. Client’s intentional mischaracterization of Life Safety/Emergency Notifications, or mischaracterization of more than three Life Safety/Emergency Notifications in a twelve-month period, shall constitute a material default under this Agreement. 4. 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. 5. Risk Center Restrictions on Use. 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 the Risk Center Services, except as authorized in writing by Everbridge. 6. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Client 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 (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. 7. 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 43 7 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. 8. Incident Management/IT Alerting. If a Client is purchasing the Incident Management or IT Alerting Solution, unless designated as unlimited: (a) Clients 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” are authorized by Client as an administrator for the Incident Management or IT Alerting Solution components and are typically responsible for the configuration of IT Alerting as well as managing and reporting on Incidents ; (c) “Incident Operators” are authorized by Client as an operator of the Incident Management or IT Alerting Solution and are typically responsible for launching/managing Incidents; and (d) “Group Managers” shall have the ability to build, manage and/or participate in on- call schedules to receive IT related notifications. Everbridge may limit or throttle Client’s automated use of the Incident Management or IT Alerting Solution in order to protect the stability and security of the Solution. 9. Secure Messaging. If a Client is 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”), the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), the Gramm-Leach- Bliley Act, and the Fair Credit Reporting Act, as applicable based on solution purchased. Any Business Associate Agreement executed in connection with this Agreement shall be incorporated and made a part of this Agreement. Client 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. Non-Critical 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, the CAN-SPAM Act of 2003, 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. Client shall defend, indemnify and hold Everbridge harmless from any violation by Client of Consumer Protection Law. Client further agrees that any marketing or sales related text messages will comply with the policies and guidelines of the Mobile Marketing Association found at http://mmaglobal.com/policies/code-of-conduct. 44 8 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 IPAWS Memorandum of Agreement (“MOA”) with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS User’s right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA issued digital certificate (“Digital Certificate”). Client acknowledges and agrees that Everbridge shall not have access to its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it. 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) IPAWS 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. 45 Agenda Item No.: 8.C Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:TERRY SHEA, FINANCE DIRECTOR THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT:CONSIDER AND APPROVE MID-YEAR BUDGET REPORT. DATE:March 23, 2020 BACKGROUND: On June 10, 2019 the City Council adopted Resolutions 1239 and 1240 for adoption of the 2019-20 (FY 19/20) budget and appropriations limit. The Adopted General Fund FY 19/20 budget included $2,278,300 in revenues, $2,233,600 in expenditures, $24,000 in transfers in and $398,000 in transfers out for a budgeted deficit of $329,300. The budget deficit is tied to transfers out and other expenditures for the following items: Traffic Safety Fund for roadway striping of $54,500, Capital Improvement Fund for the Tennis Court project of $320,000 and $30,000 for ADA design work at City Hall. DISCUSSION: Mid-Year Budget Status General Fund At the mid-year point of the FY 19/20, total General Fund year-to-date revenues are $1,076,405 which is $179,270 less than expected through February 2020. Expenditures are $1,129,921 which is $253,169 less than budgeted through February 2020. The FY 19/20 revenues compared to expenditures after transfers presents a decrease of $37,516 compared to an anticipated, budgeted shortfall of $111,415 through February. As such, the City is $73,899 better than anticipated at mid-year (Attachment 1). Total revenues are up more than anticipated in property transfer tax and interest income. Building & Other Permit Fees revenue is down below the midyear projections and is $60,000 below where we were this time last year. Total expenditures in Administration are less than the mid-year projected numbers with the main differences being in salary and benefits. The costs for the City Attorney are 46 slightly above the mid-year projected amount, but are well below the mid-year amount in the Planning Department. Total Finance expenditures are as budgeted at mid-year. Total expenditures in Planning are less than anticipated due to the invoices from Los Angeles County for services being lower than the prior year through December 2019. In addition included in the Planning Budget is $80,000 for the Housing Element which has yet to be expended. Costs for the Storm Water Management through February are at $73,415 which is over the budgeted amount of $65,000, but overall the Planning Department expenditures are well below the projected mid-year amounts so no adjustment is being proposed. All of the other General Fund Departments are below budget at mid-year. It was anticipated that the annual Stormwater Management cost would be offset by Safe Clean Water Program Measure W local returns thus the expenditure over the amount of general fund allocated is not an indication that the overall program spending is over the budgeted amount for the year. Traffic Safety Fund The original Traffic Safety Fund Budget included $40,000 for Road Striping. A Contract Change Order with PCI was approved in January 2020 to add work identified in Schedule B for $36,526.50. As part of the Staff Report the additional funds were allocated from the tennis court improvement project. Through February expenditures are only for engineering and project management for a total of $12,545. Capital Project Fund The original Capital Project Fund Budget included $320,000 for the Tennis Court improvements and $30,000 for the City Hall ADA Design work. Through February the City has only expended $7,960 for lighting and project management and $5,360 on the City Hall ADA Design. The City Council allocated $36,526.50 from the Tennis Court Project to the Traffic Safety Fund, as mentioned above. At the October 14, 2019 City Council meeting the City Council allocated $34,200 for Fuel Load Reduction to be performed by the Palos Verdes Peninsula Land Conservancy (Conservancy). Through February the City has not been billed by the Conservancy for the work performed. Utility Fund The original Utility Fund Budget included $150,000 for undergrounding projects and $22,000 for a Sewer Feasibility Study. For the undergrounding projects through February there is only $2,088 in expenditures for that account. City's contribution of $7,712 to the Eastfield Undergrounding Project Assessment Engineer fee has not be posted to the account. For the Sewer Feasibility Study the City has expended $27,366 through February, to Willdan for engineering and Alan Palermo for project management. The Sewer Feasibility Study started last fiscal year and the allocated budget for FY 19/20 assumed payout of certain expenses in FY 18/19 that did not materialize. Mid-year Budget Adjustments Staff is not proposing any Budget Adjustments to the General Fund Revenues at this time. We will monitor the Building & Other Permit Fees revenues for the remainder of the year and propose an adjustment if necessary. The General Fund proposed expenditure adjustments are an increase of $10,000 for Account 01-01-801 47 City Attorney and a $10,000 decrease in Account 01-15-872 Property Development – Legal Expense. CONCLUSION The FY 19/20 mid-year budget review shows the City has a positive budget variance of $73,899. The revenues are down $179,270, expenditures are down $253,169 and net transfers in (out) are equal. With no proposed budget adjustments to revenues and no change in total budgeted expenditures the projected budget deficit is still $329,300. The projected General Fund Fund Balance at June 30, 2020 with the proposed changes would be $5,466,480. RECOMMENDATION: STAFF RECOMMENDS THAT THE COUNCIL RECEIVE AND FILE THE FISCAL YEAR 2019- 2020 MID-YEAR BUDGET REVIEW AND APPROVE THE RECOMMENDED BUDGET ADJUSTMENTS. ATTACHMENTS: FY 19-20 MidYear Review RH.pdf Budget Adjustment 2019-20.pdf FY 19-20 MidYear Review RH Capital Projects Fund.pdf FY 19-20 MidYear Review RH Traffic Safety Fund.pdf FY 19-20 MidYear Review RH Utility Fund.pdf 48 ACTUAL ADJUSTED % ADJUSTED % JULY EIGHT MONTH EIGHT MONTH ANNUAL ANNUAL FEB. BUDGET BUDGET BUDGET BUDGET FY 19/20 FY 19/20 USED FY 19/20 USED AB CDE (A/B) (A/D) BEGINNING FUND BALANCE 5,795,780$ 5,795,780$ GENERAL FUND REVENUES TAXES 688,244$ 692,525$ 99.38% 1,194,300$ 57.63% OTHER AGENCIES 113,766 111,750 101.80% 223,500 50.90% LICENSES & PERMITS 127,482 328,570 38.80% 643,300 19.82% USE OF PROPERTY & MONEY 135,074 106,000 127.43% 184,000 73.41% OTHER REVENUES 11,839 16,830 70.34% 33,200 35.66% TOTAL REVENUES 1,076,405$ 1,255,675$ 85.72% 2,278,300$ 47.25% TOTAL GENERAL FUND REVENUES 01 CITY ADMINISTRATION EMPLOYEE SALARIES 218,116$ 283,362$ 76.97% 419,800$ 51.96% EMPLOYEE BENEFITS 107,162 124,613 86.00% 176,600 60.68% TOTAL PERSONNEL 325,278 407,975 79.73% 596,400 54.54% MATERIALS & SUPPLIES 69,142 74,939 92.26% 141,000 49.04% CONTRACTUAL SERVICES 99,377 96,717 102.75% 166,600 59.65% CAPITAL OUTLAY - - 0.00% - #DIV/0! 01 TOTAL CITY ADMINISTRATION 493,797$ 579,631 85.19% 904,000 54.62% 05 FINANCE MATERIALS & SUPPLIES 310 380 0.00% 650 47.69% CONTRACTUAL SERVICES 73,398 76,105 96.44% 118,800 61.78% CAPITAL OUTLAY - - 0.00% - 0.00% 05 TOTAL FINANCE 73,708$ 76,485$ 96.37% 119,450$ 61.71% 15 PLANNING & DEVELOPMENT EMPLOYEE SALARIES 158,287$ 161,862$ 97.79% 209,250$ 75.64% EMPLOYEE BENEFITS 49,439 55,380 89.27% 78,950 62.62% TOTAL PERSONNEL 207,726 217,242 95.62% 288,200 72.08% MATERIALS & SUPPLIES 2,442 5,667 43.09% 12,600 19.38% CONTRACTUAL SERVICES 174,016 255,100 68.21% 428,000 40.66% 15 TOTAL PLANNING & DEVELOPMENT 384,184$ 478,009$ 80.37% 728,800$ 52.71% 25 LAW ENFORCEMENT 108,059$ 154,645$ 69.88% 297,200$ 36.36% 65 NON-DEPARTMENT 25,038$ 55,970$ 44.73% 104,650$ 23.93% 75 CITY PROPERTIES 45,135$ 38,350$ 117.69% 79,500$ 56.77% GENERAL FUND TOTAL EXPENDITURES 1,129,921$ 1,383,090$ 81.70% 2,233,600$ 50.59% NET BEFORE TRANSFERS (53,516)$ (127,415)$ 44,700$ TRANSFERS 16,000$ 16,000$ 100.00% (374,000)$ -4.28% NET REVENUE(DEFICIT) AFTER TRANSFERS (37,516)$ (111,415)$ (329,300)$ ENDING FUND BALANCE 5,684,365$ 5,466,480$ CITY OF ROLLING HILLS GENERAL FUND REVENUES & EXPENDITURES MID-YEAR REVIEW FY 2019-2020 VS GENERAL FUND REVENUES & EXPENDITURES SUMMARY GENERAL LEDGER ACCOUNTS 49 ACTUAL ADJUSTED % ADJUSTED % JULY EIGHT MONTH EIGHT MONTH ANNUAL ANNUAL FEB. BUDGET BUDGET BUDGET BUDGET FY 19/20 FY 19/20 USED FY 19/20 USED AB CDE (A/B) (A/D)GENERAL LEDGER ACCOUNTS GENERAL FUND REVENUES 4001 TAXES 401 Property Taxes 662,541$ 667,625$ 99.24% 1,144,500$ 57.89% 405 Sales Tax 1,266 4,000 31.65% 8,000 15.83% 410 Real Estate Transfer Tax 24,437 20,900 116.92% 41,800 58.46% 4001 Total 688,244 692,525 99.38% 1,194,300 57.63% 4030 OTHER AGENCIES 420 Motor Vehicle in Lieu Tax-VLF 113,766 111,750 101.80% 223,500 50.90% 4050 LICENSES & PERMITS 440 Building & Other Permit Fees 111,712 291,500 38.32% 583,000 19.16% 450 Variance, Planning & Zoning Fees 4,831 26,700 18.09% 40,000 12.08% 455 Animal Control Fees 239 870 27.47% 1,300 18.38% 460 Franchise Fees 10,700 9,500 112.63% 19,000 56.32% 4050 Total 127,482 328,570 38.80% 643,300 19.82% 4060 FINES & VIOLATIONS 480 Fines & Traffic Violations 10,432 7,150 145.90% 14,300 72.95% 5000 USE OF PROPERTY & MONEY 600 City Hall Leasehold RHCA 55,984 56,000 99.97% 84,000 66.65% 670 Interest Earned 79,090 50,000 158.18% 100,000 79.09% 5000 Total 135,074 106,000 127.43% 184,000 73.41% 6500 EXCHANGE FUNDS 620 Proposition A - - - - #DIV/0! 6700 OTHER REVENUE 650 PSAF & COPS 675 530 127.36% 800 84.38% 655 Burglar Alarm Responses 600 400 150.00% 600 100.00% 675 Miscellaneous 132 8,750 1.51% 17,500 0.75% 6700 Total 1,407 9,680 14.54% 18,900 7.44% TOTAL GENERAL FUND REVENUES 1,076,405$ 1,255,675$ 85.72% 2,278,300$ 47.25% GENERAL FUND EXPENDITURES 01 CITY ADMINISTRATION 7001 Employee Salaries 702 Salaries Full Time 218,116$ 283,362$ 76.97% 409,300$ 53.29% 703 Salaries Part Time - - 10,500 0.00% 7001 Total 218,116 283,362 76.97% 419,800 51.96% 7005 Employee Benefits 710 Retirement CalPERS - Employer 41,363 47,743 86.64% 63,100 65.55% 715 Workers Compensation Insurance 5,184 5,200 99.69% 7,800 66.46% 716 Group Insurance 24,576 27,201 90.35% 40,800 60.24% 717 Retiree Medical 19,508 19,268 101.25% 28,900 67.50% 718 Employer Payroll Taxes 13,828 22,401 61.73% 30,000 46.09% 719 Deferred Compensation 1,103 1,200 91.92% 3,600 30.64% 720 Auto Allowance 1,600 1,600 100.00% 2,400 66.67% 7005 Total 107,162 124,613 86.00% 176,600 60.68% GENERAL FUND REVENUES & EXPENDITURES DETAIL 50 ACTUAL ADJUSTED % ADJUSTED % JULY EIGHT MONTH EIGHT MONTH ANNUAL ANNUAL FEB. BUDGET BUDGET BUDGET BUDGET FY 19/20 FY 19/20 USED FY 19/20 USED AB CDE (A/B) (A/D)GENERAL LEDGER ACCOUNTS 7500 Materials & Supplies 740 Office Supplies & Expense 29,569 30,000 98.56% 60,000 49.28% 745 Equipment Leasing Costs 3,681 3,075 119.71% 4,100 89.78% 750 Dues & Subscriptions 3,635 5,650 64.34% 11,300 32.17% 755 Conference Expense 3,772 4,200 89.81% 10,000 37.72% 757 Meeting Expense 2,513 2,600 96.65% 3,250 77.32% 759 Training & Education 3,100 3,100 100.00% 3,750 82.67% 761 Auto Mileage 51 290 17.59% 500 10.20% 765 Postage 5,970 6,500 91.85% 13,000 45.92% 770 Telephone 3,779 3,558 106.21% 6,100 61.95% 775 City Council Expense 3,557 5,833 60.98% 10,000 35.57% 780 Minutes Clerk Meetings 4,423 3,500 126.37% 6,000 73.72% 785 Codification 550 833 66.03% 5,000 11.00% 795 Other General Administrative Expense 4,542 5,800 78.31% 8,000 56.78% 7500 Total 69,142 74,939 92.26% 141,000 49.04% 8000 Contractual Services 801 City Attorney 50,211 46,700 107.52% 80,000 62.76% 802 Legal Expenses - Other - 1,750 0.00% 3,000 0.00% 820 Website 3,129 3,000 104.30% 6,000 52.15% 850 Election Expense City Council 140 - #DIV/0! - 0.00% 890 Consulting Fees 45,897 45,267 101.39% 77,600 59.15% 8000 Total 99,377 96,717 102.75% 166,600 59.65% 9000 Capital Outlay 950 Capital Outlay - Equipment - - 0.00% - #DIV/0! 955 Capital Outlay - City Hall Improvements - - 0.00% - #DIV/0! 9000 Total - - 0.00% - #DIV/0! 01 TOTAL CITY ADMINISTRATION 493,797$ 579,631$ 85.19% 904,000$ 54.62% 05 FINANCE 7500 Materials & Supplies 750 Dues & Subscriptions 310 380 0.00% 650 47.69% 776 Miscellaneous Expense - - 0.00% - 0.00% 7500 Total 310 380 0.00% 650 47.69% 8000 Contractual Services 810 Annual Audit 16,780 16,780 100.00% 17,100 98.13% 890 Consulting Fees 56,618 59,325 95.44% 101,700 55.67% 8000 Total 73,398 76,105 96.44% 118,800 61.78% 9000 Capital Outlay 950 Capital Outlay - Equipment - - 0.00% - #DIV/0! 9000 Total Capital Outlay - - 0.00% - #DIV/0! 05 TOTAL FINANCE 73,708$ 76,485$ 96.37% 119,450$ #DIV/0! 51 ACTUAL ADJUSTED % ADJUSTED % JULY EIGHT MONTH EIGHT MONTH ANNUAL ANNUAL FEB. BUDGET BUDGET BUDGET BUDGET FY 19/20 FY 19/20 USED FY 19/20 USED AB CDE (A/B) (A/D)GENERAL LEDGER ACCOUNTS 15 PLANNING & DEVELOPMENT 7001 Employee Salaries 702 Salaries Full Time 152,954$ 150,962$ 101.32% 193,500$ 79.05% 703 Salaries Part Time 5,333 10,900 48.93% 15,750 33.86% 7001 Total 158,287 161,862 97.79% 209,250 75.64% 7005 Employee Benefits 710 Retirement CalPERS - Employer 25,402 24,250 104.75% 29,800 85.24% 715 Workers Compensation Insurance 2,559 2,567 99.69% 3,850 66.47% 716 Group Insurance 8,434 12,667 66.58% 19,000 44.39% 718 Employer Payroll Taxes 11,519 11,596 99.34% 16,750 68.77% 719 Deferred Compensation - 2,900 0.00% 7,150 0.00% 720 Auto Allowance 1,525 1,400 108.93% 2,400 63.54% 7005 Total 49,439 55,380 89.27% 78,950 62.62% 7500 Materials & Supplies 758 Planning Commission Meeting 1,086 1,750 62.06% 3,000 36.20% 776 Miscellaneous Expenses 250 1,200 20.83% 2,000 12.50% 750 Dues and subs - 350 - 600 0.00% 755 Conferences Expense 1,106 1,667 - 5,000 22.12% 759 Training & Education - 700 - 2,000 0.00% 7500 Total 2,442 5,667 43.09% 12,600 19.38% 8000 Contractual Services 872 Property Development - Legal Expense 17,318 33,250 52.08% 57,000 30.38% 878 Build Inspection LA County/Willdan 59,758 97,500 61.29% 195,000 30.65% 881 Storm Water Management 73,415 59,600 123.18% 65,000 112.95% 882 Variance & CUP Expense 6,005 3,500 171.57% 6,000 100.08% 884 Special Project Study & Consultant 17,520 61,250 28.60% 105,000 16.69% 950 Capital Outlay Equipment - - - - - 8000 Total 174,016 255,100 68.21% 428,000 40.66% 15 TOTAL PLANNING & DEVELOPMENT 384,184$ 478,009$ 80.37% 728,800$ 52.71% 25 LAW ENFORCEMENT 8200 Law Enforcement 830 Law Enforcement 98,637$ 110,850$ 88.98% 221,700$ 44.49% 833 Other Law Enforcement Expenses 333 1,500 22.20% 3,000 11.10% 837 Wild Life Management & Pest Control 7,152 35,875 19.94% 61,500 11.63% 838 Animal Control Expense 1,937 6,420 30.17% 11,000 17.61% 8200 Total 108,059 154,645 69.88% 297,200 36.36% 25 TOTAL LAW ENFORCEMENT 108,059$ 154,645$ 69.88% 297,200$ 36.36% 52 ACTUAL ADJUSTED % ADJUSTED % JULY EIGHT MONTH EIGHT MONTH ANNUAL ANNUAL FEB. BUDGET BUDGET BUDGET BUDGET FY 19/20 FY 19/20 USED FY 19/20 USED AB CDE (A/B) (A/D)GENERAL LEDGER ACCOUNTS 65 NON-DEPARTMENT 7500 Materials & Supplies 901 South Bay Community Organization 2,600$ 2,600$ 100.00% 4,100$ 63.41% 985 Contingency - 14,600 0.00% 25,000 0.00% 7500 Total 2,600 17,200 15.12% 29,100 8.93% 8000 Contractual Services 895 Insurance & Bond Expense 13,106 17,450 75.11% 34,900 37.55% 8000 Total 13,106 17,450 75.11% 34,900 37.55% 8500 Community Promotion 915 Community Recognition 6,935 6,420 108.02% 11,000 63.05% 916 Civil Defense Expense 627 400 156.75% 650 96.46% 917 Emergency Preparedness 1,770 14,500 0.00% 29,000 6.10% 8500 Total 9,332 21,320 43.77% 40,650 22.96% 65 TOTAL NON-DEPARTMENT 25,038$ 55,970$ 44.73% 104,650$ 23.93% 75 CITY PROPERTIES 8000 Contractual Services 925 Utilities 20,494$ 17,700$ 115.79% 34,000$ 60.28% 930 Repairs & Maintenance 18,763 8,000 234.54% 32,000 58.63% 932 Area Landscaping 5,878 12,650 46.47% 13,500 43.54% 8000 Total 45,135 38,350 117.69% 79,500 56.77% 75 TOTAL CITY PROPERTIES 45,135$ 38,350$ 117.69% 79,500$ 56.77% 131 GENERAL FUND TOTAL EXPENDITURES 1,129,921$ 1,383,090$ 81.70% 2,233,600$ 50.59% NET REVENUES BEFORE TRANSFERS (53,516)$ (127,415)$ 4.03% 44,700$ -3.34% 699 Fund Transfers (OUT) IN Traffic Safety Fund -$ -$ #DIV/0! (54,500)$ 0.00% Capital Improvement Fund - 0.00% (340,000) 0.00% Underground Utility Fund - - 0.00% - #DIV/0! Community Facilities Fund - - 0.00% (3,500) 0.00% Refuse Collection Fund 16,000 16,000 100.00% 24,000 66.67% 699 Total 16,000 16,000 100.00% (374,000) -4.28% NET REVENUE(DEFICIT) AFTER TRANSFERS (37,516)$ (111,415)$ 104.03% (329,300)$ -7.62% FUND BALANCE Total to begin 5,795,780$ 5,795,780$ 5,795,780$ Total to begin - Adjustment Total to end 5,758,264$ 5,684,365$ 5,466,480$ 53 Adjusted Budget Mid-Year Budget Account# Account Name Reason for Adjustment FY 19/20 Adjustment FY 19/20 Original General Fund Budget - Revenues 2,278,300$ 01-01-801 City Attorney Costs are higher at mid-year 80,000$ 10,000$ 90,000$ 01-15-872 Property Development - Legal Costs are lower at mid-year 57,000 (10,000) 47,000 Total Increase in Expenditures - Original General Fund Budget - Expenditures 2,233,600 Adjusted General Fund Budget - Expenditures 2,233,600 Original General Fund Budget - Net Transfers (374,000) Adjusted Fiscal Year 2019-20 Budget Deficit (329,300)$ CITY OF ROLLING HILLS FISCAL YEAR 2019-20 BUDGET ADJUSTMENT MID-YEAR BUDGET ADJUSTMENTS GENERAL FUND EXPENDITURES Page 1 of 1 Budget Adjustment 2019-20.xlsx 54 ACTUAL ADJUSTED % JULY ANNUAL ANNUAL FEB. BUDGET BUDGET FY 19/20 FY 19/20 USED ABC (A/B) BEGINNING FUND BALANCE -$ REVENUES 400 Revenues -$ 10,000$ 0.00% 699 Transfers From the General Fund 13,320 303,474 4.39% TOTAL REVENUES 13,320$ 313,474$ 4.25% TOTAL REVENUES EXPENDITURES 947 Tennis Court Improvements 7,960$ 249,274$ 3.19% 948 City Hall ADA Design 5,360 30,000 17.87% Acacia and Mustard Removal 34,200 0.00% 01 TOTAL EXPENDITURES 13,320$ 313,474$ 4.25% FUND BALANCE Total to begin -$ Total to begin - Adjustment Total to end -$ CITY OF ROLLING HILLS CAPITAL PROJECT FUND REVENUES & EXPENDITURES MID-YEAR REVIEW FY 2019-2020 CAPITAL PROJECT FUND REVENUES & EXPENDITURES GENERAL LEDGER ACCOUNTS 55 ACTUAL ADJUSTED % JULY ANNUAL ANNUAL FEB. BUDGET BUDGET FY 19/20 FY 19/20 USED ABC (A/B) BEGINNING FUND BALANCE -$ REVENUES 481 Fines and Forfeitures -$ 50$ 0.00% 699 Transfers From the General Fund 12,545 54,500 23.02% TOTAL REVENUES 12,545$ 54,550$ 23.00% TOTAL REVENUES EXPENDITURES 927 Road Striping - Dilineators 10,530$ 76,526$ 13.76% 928 Traffic Engineering & Survey 2,015 12,000 16.79% 929 Road Signs & Misc Expense - 2,550 0.00% 01 TOTAL EXPENDITURES 12,545$ 91,076$ 13.77% FUND BALANCE Total to begin -$ Total to begin - Adjustment Total to end (36,526)$ TRAFFIC SAFETY FUND REVENUES & EXPENDITURES TRAFFIC SAFETY FUND REVENUES & EXPENDITURES MID-YEAR REVIEW FY 2019-2020 CITY OF ROLLING HILLS GENERAL LEDGER ACCOUNTS 56 ACTUAL ADJUSTED % JULY ANNUAL ANNUAL FEB. BUDGET BUDGET FY 19/20 FY 19/20 USED ABC (A/B) BEGINNING FUND BALANCE 1,463,200$ REVENUES 550 Underground Utility -$ -$ #DIV/0! TOTAL REVENUES -$ -$ #DIV/0! TOTAL REVENUES EXPENDITURES 886 Underground Utility Project 2,088$ 150,000$ 1.39% 887 Sewer Feasibility Study 27,366 22,000 124.39% 01 TOTAL EXPENDITURES 29,454$ 172,000$ 17.12% FUND BALANCE Total to begin 1,463,200$ Total to begin - Adjustment Total to end 1,291,200$ CITY OF ROLLING HILLS UNDERGROUND UTILITY FUND REVENUES & EXPENDITURES MID-YEAR REVIEW FY 2019-2020 UNDERGROUND UTILITY FUND REVENUES & EXPENDITURES GENERAL LEDGER ACCOUNTS 57 Agenda Item No.: 8.D Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:ELAINE JENG, CITY MANAGER THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT: CONSIDER AND APPROVE RENEWAL OF LOS ANGELES COUNTY GENERAL SERVICES AGREEMENT. DATE:March 23, 2020 BACKGROUND: The General Services Agreement (GSA) between the City of Rolling Hills and the County of Los Angeles (County) will expire on June 30, 2020. In order to continue receiving services provided by the County, the City would have to renew the GSA for a five-year period, commencing on July 1, 2020 through June 30, 2025. DISCUSSION: Every five years, the City considers renewal of its Agreement with the County of Los Angeles to provide certain services to the City. An example of these services includes: proposed development plan checking; building and safety inspections; and roadway striping. The current General Services Agreement between the City and the County will expire on June 30, 2020. The County has requested each City to adopt this Agreement. Adoption of this Agreement does not alter any of the charges for services or responsibilities of each party. This Agreement has been reviewed by the City Attorney’s Office. A copy of the Agreement is attached to Resolution No. 1251 for your review and no changes are contained in the Agreement. 58 RECOMMENDATION: CONSIDER AND APPROVE RENEWAL OF GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES AND ADOPT CITY COUNCIL RESOLUTION NO. 1251 ADOPTING THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES EXTENDING THE AGREEMENT THROUGH JUNE 30, 2025. ATTACHMENTS: Resolution1251LACoGSAgreement.docx GSA '20-'25.pdf 59 Resolution No. 1251 -1- RESOLUTION NO. 1251 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS ADOPTING THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES. WHEREAS, the City of Rolling Hills desires to contract for specific services from the County of Los Angeles; and WHEREAS, the City of Rolling Hills adopted a General Services Agreement on February 23, 2015 to receive said services; and WHEREAS, this Agreement will expire on June 30, 2020; and WHEREAS, the City of Rolling Hills desires to continue to receive specific services from the County of Los Angeles. NOW, THEREFORE, be it resolved by members of the Rolling Hills City Council as follows: Section 1.The City Council hereby adopts the General Services Agreement with the County of Los Angeles effective July 1, 2020 for a period of five (5) years expiring on June 30, 2025. Section 2.The Mayor is hereby directed to sign this Resolution signifying its adoption, and the City Clerk, or duly authorized Deputy, is directed to attest thereto. Section 3. The Mayor and City Clerk are hereby directed to affix their signatures to the attached Agreement (Exhibit "A") entitled, "General Services Agreement". Section 4. The City Clerk shall forward a certified copy of this Resolution and four (4) copies of the signed Agreement to COUNTY OF LOS ANGELES INTERGOVERNMENTAL AND EXTERNAL AFFAIRS OFFICE. APPROVED AND ADOPTED THIS 23RD DAY OF MARCH, 2020. ____________________________________ LEAH MIRSCH MAYOR ATTEST: ____________________________________ YOHANA CORONEL CITY CLERK 60 Resolution No. 1251 -2- STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES )SS CITY OF ROLLING HILLS ) I certify that the foregoing Resolution No. 1251 entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROLLING HILLS ADOPTING THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF ROLLING HILLS AND THE COUNTY OF LOS ANGELES. was approved and adopted at a regular meeting of the City Council on March 23, 2020, by the following roll call vote: AYES: NOES: ABSENT: ABSTAIN: and in compliance with the laws of California was posted at the following: Administrative Offices ____________________________________ YOHANA CORONEL CITY CLERK 61 EXHIBIT A 62 63 64 65 66 67 Agenda Item No.: 9.A Mtg. Date: 03/23/2020 TO:HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM:MEREDITH ELGUIRA, PLANNING DIRECTOR THRU:ELAINE JENG P.E., CITY MANAGER SUBJECT:CONSIDER ACTION TO ENCOURAGE STATE LEGISLATURE TO DELAY PAYMENT OF PROPERTY TAX (ORAL). DATE:March 23, 2020 BACKGROUND: NONE. DISCUSSION: NONE. RECOMMENDATION: NONE. ATTACHMENTS: 68