2020-678-E-Everbridge-Emergency Alert Platform-OC Alerts

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ADDITIONAL TERMS AND CONDITIONS These Additional Terms and Conditions are an Addendum to the GSA Approved End-User License Agreement entered into on September ______, 20 (“Effective Date”) by and between Everbridge, Inc. (“Everbridge”) and Orange County, a local political subdivision of the State of North Carolina (“Customer”) with its principal place of business at 300 West Tryon Street, Hillsborough, North Carolina 27278. 1.Governing Law: This Agreement shall be governed by the federal law of the United States of America and the applicable laws of the State of North Carolina. Everbridge shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of the Agreement and Customer may terminate this Agreement without further obligation on the part of the Customer. This paragraph is not intended to limit, and does not limit, the definition of breach to discrimination. By executing this Agreement, Everbridge affirms that Everbridge is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Everbridge certifies that Everbridge has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. 2.Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, Nor th Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 3.Non Appropriation: Everbridge acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the author ity of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to the Customer immediately upon written notice to Everbridge of the unavailability and non-appropriation of public funds. 4.Signatures: This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. Except for the additions and changes made herein, the GSA Approved End-User License Agreement shall remain in full force and effect to the extent it is not inconsistent with this Addendum. In the event 29 20 DocuSign Envelope ID: D8757628-CF86-4B01-8C0B-CDB2798BCF78