HomeMy WebLinkAbout2017 Everbridge Implementation0 a
SEBASTIAN
HOME OF PELICAN ISLAND
CITY COUNCIL AGENDA TRANSMITTAL
COUNCIL MEETING DATE:
AGENDA ITEM TITLE:
25 October 2017
Everbridee Implementation
RECOMMENDATION: Approve Memorandum of Agreement (MOA) with
Florida Division of Emergency Management (FDEM).
Authorize the City Manager to execute appropriate
documents.
BACKGROUND:
Some of the `lessons learned' after Hurricane Irma in
2017 prompted Staff to review technologies for quickly reaching out to the public to provide
public safety and service announcements. The Florida Division of Emergency Management
(FDEM) has contracted with Everbridee for services capable of contacting citizens via
telephone, text, e-mail, and fax regarding notices relating to public safety. The City Manager
and selected City Staff attended a demonstration of Everbridge's free solution and found that
the service would meet the City's need for quickly informing citizens in a given area. This
service would be utilized for sending out emergency announcements as well as
announcements relating to post -emergency actions (i.e. debris cleanup scheduling, service
restorations, health/welfare checks, etc.).
IF AGENDA ITEM REOUIRES EXPENDITURE OFF J : N/A
I /(
Administrative Services Department/CFO Review:
ATTACHMENTS: 1. Definitions
2. FDEM Contract #16-PG-E4-13-00-22-379
3. MOA between FDEM and the City of Sebastian
City Manager Authorization:
Date: 18 October 2017
Attachment 1 — Definitions
Account — An account is the access point to the web -based Everbridge Suite platform.
Accounts are segmented into Organizations, and are typically segmented further into
numerous groups.
Contact - Individuals who may receive notifications from or through the notification
system, including any individual person who provides their personal contact information
through an opt -in portal.
Opt -In — The process whereby a contact subscribes to receive notifications through an
organization -specific web portal, or by sending the subdivision's keyword(s) or zip
code(s) to an established SMS short code.
Opt -Out — Contact and address point data loaded into the Everbridge Platform by a
political subdivision without the intervention of the contact.
Organization - In the Everbridge Platform, an organization ("Org") contains a contact
database and the capability to send notifications. Each Org has a mapping feature that
allows users to send notifications based on registered locations of contacts. Orgs can
be configured with a variety of settings and users can view and create numerous
reports.
User - Individuals assigned roles and granted permission to manage users, manage
contacts and groups, edit settings, and/or send notifications within the Everbridge
platform.
Attachment 2 - Contract DEM-16-PG-E4-13-00-22-379
STATE OF FLORIDA
DIVISION OF EMERGENCY MANAGEMENT
Contract Number:
CONTRACT
THIS AGREEMENT is entered into by and between the State of Florida, Division of
Emergency Management, (hereinafter, "Division"), and Everbridge, Inc., a Delaware
Corporation (hereinafter, "Contractor"), an entity duly authorized to conduct business in the
State of Florida. For the purposes of this Agreement, the term "Division" includes the Florida
Division of Emergency Management ("DEM") as well as the Florida State Emergency
Response Team ("SERT"). In consideration of the mutual promises contained in this
Agreement, the parties agree as follows:
1. PURPOSE OF THE AGREEMENT
A. The purpose of this Agreement is to provide products and/or services as described
in the Scope of Work attached hereto as Exhibit "A" and made part hereof.
B. No work shall commence until both parties have signed the Agreement.
C. In order of precedence, the parties agree to remain bound by the following:
1) The express terms of this Agreement, minus Exhibits;
2) State of Florida PUR 1000 General Contract Conditions;
3) Exhibit A "Scope of Work";
4) Exhibit 6 "Price Sheet",
5) Exhibit C "Method of Compensation";
6) Exhibit D "Federal Funding Terms and Conditions';
7) Exhibit E "Core Platform Agreement"; and, then
8) Exhibit F "Acceptable Use Policy."
2. TERM
A. The term shall begin upon execution of the Agreement by both parties and, unless
terminated earlier in accordance with the provisions of section 8 of this Agreement,
shall end on June 30th. 2016. If agreed upon by both parties in writing, this
Agreement may be renewed subject to the renewal year prices established in Exhibit
B. No renewal period shall exceed 12 months, and this Agreement shall not be
renewed more than three times. When combined, the three renewal periods shall
not exceed 36 months.
If the parties relied upon a State Term Contract in order to enter into this Agreement,
then: (1) any renewal or extension shall not exceed the expiration of the underlying
State Term Contract by more than twelve (12) months; and, (2) no renewal or
extension shall occur if the underlying State Term Contract expires prior to the
effective date of any renewal or extension.
C. In accordance with section 287.057(13), Florida Statutes, and subject to the
limitations outlined above in subparagraph 2.B, of this Agreement, the Division and
the Contractor may renew this Agreement, in whole or in part, for a period that may
not exceed three (3) years or the term of this Agreement, whichever is longer. Any
renewal shall specify the renewal price, as set forth in the solicitation response.
Additionally, any renewal: must be in writing and signed by both parties; is
contingent upon satisfactory performance evaluations; and, is subject to availability
of funds.
3. PERFORMANCE
A. Time is of the essence with regard to each and every obligation of the Contractor.
Each such obligation is deemed material, and a breach of any such obligation
(including a breach resulting from untimely performance) is a material breach.
B. The Contractor shall immediately notify the Division in writing if its ability to perform
is compromised in any manner during the term of this Agreement.
C. The Contractor agrees to perform all tasks and provide deliverables as set forth in
the Scope of Work and all contractual documents attached to this Agreement. The
Division shall be entitled at all times to be advised, at its request, as to the status of
work being done by the Contractor and of the details thereof. Coordination shall be
maintained by the Contractor with representatives of the Division, or of other
agencies interested in the project on behalf of the Division.
D. The Division reserves the right to inspect, at any reasonable time with prior notice,
the equipment or product or plant or other facilities of the Contractor to assess
conformity with Contract requirements and to determine whether they are adequate
and suitable for proper and effective Contract performance.
E. Upon request, the Contractor shall furnish literature reasonably related to the
product offered, for example, user manuals, price schedules, catalogs, descriptive
brochures, etc.
If the Contractor believes that any governmental restrictions have been imposed that
require alteration of the material, quality, workmanship or performance of the
products offered under the Contract, then the Contractor shall immediately notify the
Division in writing, indicating the specific restriction. The Division reserves the right
and the complete discretion to accept any such alteration or to cancel the Contract
at no further expense to the Division.
4. COMPENSATION AND PAYMENT
A. The total funding amount of this Agreement for the purchase of commodities or the
performance of services as described in Exhibit "A" of this agreement is shown in
Exhibit "C".
B. As required by section 287.0582, Florida Statutes, if this Agreement binds the
Division for the purchase of services or tangible personal property for a period in
excess of one fiscal year, "The State of Florida's performance and obligation to pay
under this contract is contingent upon an annual appropriation by the Legislature."
C. The parties acknowledge that Agency payments required pursuant'to the terms of
this Agreement are subject to and contingent upon the review and approval of the
Chief Financial Officer pursuant to his authority as set forth in Article IV, Section 4 of
the Florida Constitution ("The chief financial officer shall serve as the chief fiscal
officer of the state, and shall settle and approve accounts against the state, and shall
keep all state funds and securities.") as well as section 17.03, Florida Statutes ("The
Chief Financial Officer of this state, using generally accepted auditing procedures for
testing or sampling, shall examine, audit, and settle all accounts, claims, and
demands, whatsoever, against the state, arising under any law or resolution of the
Legislature, and issue a warrant directing the payment out of the State Treasury of
such amount as he or she allows thereon.").
D. Travel expenses are not reimbursable unless specifically authorized in writing, and
shall be reimbursed only in accordance with section 112.061, Florida Statutes.
E. The Contractor will be paid upon submission of properly certified invoice(s) to the
Division after delivery and acceptance of commodities or services is confirmed in
writing by the Division. Invoices shall contain detail sufficient for a proper pre -audit
and post audit thereof and shall contain any Purchase Order and the Vendor's
Federal Employer Identification Number or Social Security Number.
F. No payment requirements shall start until a properly completed invoice is provided to
the Division, inspected, and approved. Invoices that must be returned to the
Contractor due to preparation errors will result in a delay in payment.
G. The State does not pay Federal excise or sales taxes on direct purchases of tangible
personal property. The State will not pay for any personal property taxes levied on
the Contractor or for any taxes levied on employees' wages.
H. The Contractors providing goods and services to the Division should be aware of the
following time frames:
1) Pursuant to section 215.422(1), Florida Statutes, an invoice submitted to the
Division shall be recorded in the financial systems of the State, approved for
payment by the Division, and filed with the Chief Financial Officer not later than
20 days after receipt of the invoice and receipt, inspection, and approval of the
goods or services, except that in the case of a bona fide dispute the invoice
recorded in the financial systems of the State shall contain a statement of the
dispute and authorize payment only in the amount not disputed.
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2) Unless the procurement solicitation or this Agreement states otherwise, the
Division has five (5) working days to inspect and approve commodities and
services. Items may be tested for compliance with specifications. Items
delivered not conforming to specifications may be rejected and returned at the
Contractor's expense. Any resulting increase in cost will be charged against the
Contractor.
3) Pursuant to section 215.422(3)(b), Florida Statutes, the Division shall issue
payment to the Contractor within forty (40) days after the invoice has been
accepted. Failure to issue the warrant within forty (40) days may result in the
Division paying interest at the rate established under subsection 55.03(1), Florida
Statutes.
Transaction Fee. The State of Florida, through the Department of Management
Services (DMS), has instituted MyFloridaMarketPlace, a statewide eProcurement
system. Pursuant to subsection 287.057 (22), Florida Statutes, all payments shall
be assessed a transaction fee of one percent (1%), which the Contractors shall pay
to the State. On-line filing is available at hfa://dms.mvflorida.comlmfmD. For
payments within the State accounting system (FLAIR or its successor), the
transaction fee shall, when possible, be automatically deducted from payments to
the Contractor. If automatic deduction is not possible, the Contractor shall self -
report and pay the transaction fee pursuant to rule 60A-1.031 (2), Florida
Administrative Code. By submission of these reports and corresponding payments,
the Contractor certifies their correctness. All such reports and payments shall be
subject to audit by the State or its designee. The Contractor shall receive a credit for
any transaction fee paid by the Contractor for the purpose of any item(s) if such
item(s) are returned to the Contractor through no fault, act, or omission of the
Contractor. Notwithstanding the foregoing, a transaction fee is non-refundable when
an item is rejected or returned, or declined, due to the Contractor's failure to perform
or comply with specifications or requirements of this Agreement. Failure to comply
with these requirements shall constitute grounds for declaring the Contractor in
default and recovering reprocurement costs from the Contractor in addition to all
outstanding fees. A CONTRACTOR'S DELINQUENCY IN PAYING TRANSACTION
FEES MAY RESULT IN BEING EXCLUDED FROM CONDUCTING FUTURE
BUSINESS WITH THE STATE.
J. The Contractor shall report and pay the transaction fee on a quarterly calendar basis
using the Department of Management Service's Form PUR 3776, which is
incorporated by reference. Any misrepresentation shall be punishable under law,
including but not limited to: Chapter 817, Florida Statutes.
K. The Contractor may call (850) 413-7269 Monday through Friday to inquire about the
status of payments by State Agencies. The Division is responsible for all payments
under the Agreement. The Division's failure to pay, or delay in payment, shall not
constitute a breach of the Agreement and shall not relieve the Contractor of its
obligations to the Division.
L. A Vendor Ombudsman, whose duties include acting as an advocate for Vendors
who may be experiencing problems in obtaining timely payment(s) from an Agency
may be contacted at 850-413-5516 or by calling the State Comptroller's Hotline, 1-
800-848-3792.
M. The Division, during any fiscal year, shall not expend money, incur any liability, or
enter into any contract which, by its terms, involves the expenditure of money in
excess of the amounts budgeted as available for expenditure during such fiscal year.
Any contract, verbal or written, made in violation of this subsection is null and void,
and no money may be paid on such contract. The Division shall require a statement
from the Chief Financial Officer of the Division that funds are available prior to
entering into any such contract or other binding commitment of funds. Nothing
herein contained shall prevent the making of contracts for periods exceeding one (1)
year, but any contract so made shall be executed only for the value of the services
to be rendered or agreed to be paid for in succeeding fiscal years.
N. All refunds or repayments due to the Division under this Agreement shall be made
payable to the order of the "Division of Emergency Management" and mailed directly
to the attention of: Cashier, Division Finance, 2555 Shumard Oak Boulevard,
Tallahassee, Florida 32399. The Contractor shall also notify the Division Program
Manager (identified in section 13. A.) that it has issued a refund to the Division.
A. INDEMNITY. Subject to Section 5.2 of the Core Platform Agreement (Exhibit "E'),
the Contractor shall be fully liable for the actions of its agents, employees, partners,
assignees, or subcontractors and shall fully indemnify, defend, and hold harmless
the State and the Division, and their officers, agents, and employees, from suits,
actions, damages, and costs, including attorneys' fees, arising from or relating to
personal injury and damage to real or personal tangible property alleged to be
caused in whole or in part by the action or inaction of Contractor, its agents,
employees, partners, or subcontractors; provided, however, the Contractor shall not
indemnify for that portion of any loss or damages proximately caused by the
negligent act or omission of the State or the Division.
Further, the Contractor shall fully indemnify, defend, and hold harmless the State
from any suits, actions, damages, and costs of every name and description,
including attorneys' fees, arising from or relating to violation or infringement of a
trademark, copyright, patent, trade secret or intellectual property right; provided,
however, that the foregoing obligation shall not apply to the Division's misuse or
modification of the Contractor's products or the Division's operation or use of the
Contractor's products in a manner not contemplated by the Agreement. If any
product is the subject of an infringement suit, or in the Contractor's opinion is likely
to become the subject of such a suit, the Contractor may at its sole expense procure
for the Division the right to continue using the product or to modify it to become non -
infringing. If the Contractor is not reasonably able to modify or otherwise secure for
the Division the right to continue using the product, the Contractor shall remove the
product, and refund to the Division the amounts paid in excess of a reasonable
rental for past use. The Division shall not be liable for any royalties.
The Contractor's obligations under the preceding two paragraphs with respect to any
legal action are contingent upon the State giving the Contractor (1) written notice of
any action or threatened action, (2) the opportunity to take over and settle or defend
any such action at Contractor's sole expense, and (3) assistance in defending the
action at Contractor's sole expense. The Contractor shall not be liable for any cost,
expense, or compromise incurred or made by the Division in any legal action without
the Contractor's prior written consent, which shall not be unreasonably withheld.
Any Contractor which is a State agency or subdivision, as defined in section 768.28,
Florida Statutes, agrees to be fully responsible for its negligent or tortuous acts or
omissions which result in claims or suits against the Division, and agrees to be liable
for any damages proximately caused by the acts or omissions to the extent set forth
in section 768.28, Florida Statutes. Nothing herein is intended to serve as a waiver
of sovereign immunity by any Contractor to which sovereign immunity applies.
Nothing herein shall be construed as consent by a State agency or subcontractor of
the State of Florida to be sued by third parties in any matter arising out of any
contract.
B. LIMITATION OF LIABILITY. For all claims against the Contractor under any
contract or purchase order, and regardless of the basis on which the claim is made,
the Contractor's liability under a contract or purchase order for direct damages shall
be limited to the greater of $100,000, the dollar amount of the contract or purchase
order, or two times the charges rendered by the Contractor under the purchase
order. This limitation shall not apply to claims arising under the Indemnity paragraph
contained in this agreement.
Unless otherwise specifically enumerated in this Agreement or resulting purchase
order, no party shall be liable to another for special, indirect, punitive, or
consequential damages, including lost data or records (unless the contract or
purchase order requires the Contractor to back-up data or records), even if the party
has been advised that such damages are possible. No party shall be liable for lost
profits, lost revenue, or lost institutional operating savings. The State and Customer
may, in addition to other remedies available to them at law or equity and upon notice
to the Contractor, retain such monies from amounts due Contractor as may be
necessary to satisfy any claim for damages, penalties, costs and the like asserted by
or against them. The State may set off any liability or other obligation of the
Contractor or its affiliates to the State against any payments due the Contractor
under any contract with the State.
C. PAYMENT OF CLAIMS. The Contractor guaranties the payment of all just claims
for materials, supplies, tools, or labor and other just claims against the Contractor or
any subcontractor, in connection with the Agreement.
D. LIABILITY INSURANCE. The Contractor shall carry and keep in force during the
term of this Agreement a general liability insurance policy or policies with a company
or companies authorized to do business in Florida, affording public liability insurance
with combined bodily injury limits of at least $150,000.00 per person and
$300.000.00 each occurrence, and property damage insurance of at least
$150.000.00 each occurrence, for the services to be rendered in accordance with
this Agreement.
Providing and maintaining adequate insurance coverage is a material obligation of
the Contractor. Upon request, the Contractor shall provide certificate of insurance.
The limits of coverage under each policy maintained by the Contractor shall not be
interpreted as limiting the Contractor liability and obligations under the Agreement.
All insurance policies shall be through insurers authorized or eligible to write policies
in Florida.
E. WORKERS COMPENSATION. The Contractor shall maintain Workers'
Compensation insurance as required under the Florida Workers' Compensation
Law.
6. COMPLIANCE WITH LAWS:
A. The laws of the State of Florida shall govern this Agreement. The Division and the
Contractor submit to the jurisdiction of the courts of the State of Florida exclusively
for any legal action related to this Agreement. Further, the Contractor hereby waives
any and all privileges and rights relating to venue it may have under Chapter 47,
Florida Statutes, and any and all such venue privileges and rights it may have under
any other statute, rule, or case law, including, but not limited to those grounded on
convenience. The Contractor hereby submits to venue in the county chosen by the
Division, to wit: Leon County, Florida.
B. The Contractor must be registered with the Florida Department of State, Division of
Corporations. Online -filing is available at: http.//www.sunbiz.ora,.
C. The Contractor shall allow public access to all documents, papers, letters, or other
material subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the Contractor in conjunction with this Agreement. In accordance with
section 119.0701(2), Florida Statutes, the contractor must:
1) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service.
2) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by
law.
3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law.
4) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the contractor upon termination
of the contract and destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. All records
stored electronically must be provided to the public agency in a format that is
compatible with the information technology systems of the public agency.
D. Pursuant to section 287.058(1)(c), Florida Statutes, the Division may unilaterally
cancel a contract if the vendor refuses to allow public access to all non-exempt
documents, papers, letters, or other material made or received by the contractor in
conjunction with the contract.
E. The Contractor agrees that it shall make no statements, press releases, or publicity
releases concerning this Agreement or its subject matter or otherwise disclose or
permit to be disclosed any of the data or other information obtained or fumished in
compliance with this Agreement, or any particulars thereof, during the period of the
Agreement, without first notifying the Division's Contract Manager or the Division's
designated contact person and securing prior written consent. The Contractor shall
maintain confidentiality of all confidential data, files, and records related to the
services and/or commodities provided pursuant to this Agreement and shall comply
with all state and federal laws, including, but not limited to sections 381.004, 384.29,
392.65, and 456.057, Florida Statutes. The Contractor's confidentiality procedures
shall be consistent with the most recent version of the Division's security policies,
protocols, and procedures. The Contractor shall also comply with any applicable
professional standards with respect to confidentiality of information.
F. The Contractor shall comply with all laws, rules, codes, ordinances, and licensing
requirements that are applicable to the conduct of its business, including those of
federal, state, and local agencies having jurisdiction and authority. For example, the
Contractor shall comply with Section 247A of the Immigration and Nationality Act,
the Americans with Disabilities Act, Health Insurance Portability and Accountability
Act, and all prohibitions against discrimination on the basis of race, religion, sex,
creed, national origin, handicap, marital status, or veteran's status. Pursuant to
Section 287.058(1), Florida Statutes, the provisions of Section 287.058(1)(a)-(c),
and (i), Florida Statutes, are hereby incorporated by reference, to the extent
applicable.
G. The Contractor should identify any products that may be used or adapted for use by
visually, hearing, or other physically impaired individuals.
H. If regulated by the Florida Department of Business and Professional Regulation, the
Contractor and its employees shall be bound by the standard of conduct provided in
applicable Florida Statutes and applicable rules of the Board of Business and
Professional Regulation as they relate to work performed under this Agreement.
The Contractor further covenants and agrees that when a former State employee is
employed by the Contractor, the Contractor will require strict adherence by a former
State employee to section(s) 112.313 and 112.3185, Florida Statutes, as a condition
of employment for said former State employee. These statutes will by reference be
made a part of this Agreement as though set forth in full. The Contractor agrees to
incorporate the provisions of this paragraph in any subcontract into which it might
enter for the work performed under this Agreement.
A person or affiliate who has been placed on the convicted Contractor list following a
conviction for a public entity crime may not submit a bid, proposal or reply on a
contract to provide any goods or services to a public entity, may not submit a bid,
proposal or reply on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids, proposals or replies on leases of
real property to a public entity, may not be awarded or perform work as a Contractor,
supplier, subcontractor, or consultant under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold amount
provided in section 287.017, Florida Statutes, for Category Two for a period of thirty-
six (36) months following the date of being placed on the convicted Contractor list.
J. An entity or affiliate who has been placed on the discriminatory Vendor list may not
submit a bid, proposal or reply on a contract to provide any goods or service to a
public entity, may not submit a bid, proposal or reply on a contract with a public
entity for the construction or repair of a public building or public work, may not
submit bids, proposals or replies on leases of real property to a public entity, may
not be awarded or perform work as a Vendor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any
public entity.
K. The Division shall verify the Contractor and any subcontractor's against the Federal
Excluded Parties List System to ensure the Contractor or subcontractor is not
disbarred or excluded from receiving Federal contracts.
L. The Contractor shall E-Verify the employment status of all employees and
subcontractors to the extent permitted by federal law and regulation. The Division
shall consider the employment by any Contractor of unauthorized aliens a violation
of section 274A (e) of the Immigration and Nationality Act. If the Contractor
knowingly employs unauthorized aliens, such violation shall be cause for unilateral
cancellation of this Agreement. Furthermore, the Contractor agrees to utilize the
U.S. Agency of Homeland Security's E-Verify system, httpS; le-verifv.uscis gov/emo,
to verify the employment eligibility of all new employees hired during the term of this
Agreement for the services specified in this Agreement. The Contractor shall also
include a requirement in subcontracts that the subcontractor shall utilize the E-Verify
system to verify the employment eligibility of all new employees hired by the
subcontractor during the term of this Agreement.
M. Pursuant to section 216.347, Florida Statutes, the Contractor shall not expend any
State funds for the purpose of lobbying the State Legislature, the Judiciary, or an
Agency.
N. In accordance with section 20.055(5), Florida Statues, the Contractor shall
cooperate fully with the Inspector General in any investigation, audit, inspection,
review, or hearing conducted pursuant to the Inspector General's statutory authority.
Additionally, upon request of the Inspector General or any other authorized State
official, the Contractor shall provide any type of information the Inspector General
deems relevant to the Contractor's integrity or responsibility. Such information may
include, but shall not be limited to, the Contractor's business or financial records,
documents, or files of any type or form that refer to or relate to this Agreement. The
Contractor shall retain such records for the longer of: (1) three years after the
expiration of the Purchase Order; or, (2) the period required by the General Records
Schedules maintained by the Florida Department of State (available at:
http://dos. mvflorida.com/librarv-a rchives/records-management/general-records-
schedules/). The Contractor agrees to reimburse the State for the reasonable costs
of investigation incurred by the Inspector General or other authorized State official
for investigations of the Contractors compliance with the terms of this or any other
agreement between the Contractor and the State which results in the suspension or
debarment of the Contractor. Such costs shall include, but shall not be limited to:
salaries of investigators, including overtime; travel and lodging expenses; and expert
witness and documentary fees. The Contractor shall not be responsible for any
costs of investigations that do not result in the Contractor's suspension or
debarment.
O. The Contractor shall not, in connection with this or any other agreement with the
State, directly or indirectly (1) offer, confer, or agree to confer any pecuniary benefit
on anyone as consideration for any State officer or employee's decision, opinion,
recommendation, vote, other exercise of discretion, or violation of a known legal
duty, or (2) offer, give, or agree to give to anyone any gratuity for the benefit of, or at
the direction or request of, any State officer or employee. For purposes of clause
(2), "gratuity" means any payment of more than nominal monetary value in the forth
of cash, travel, entertainment, gifts, meals, lodging, loans, subscriptions, advances,
deposits of money, services, employment, or contracts of any kind.
7. COPYRIGHT. PATENT AND TRADEMARK
A. All plans, specifications, computer files, and reports prepared or obtained under this
Agreement, as well as all data collected, together with summaries and charts
derived from them, which are newly developed by Contractor for the Division and
which are deemed `public records" under applicable Florida law shall be the
exclusive property of the Division without restriction or limitation on their use and
shall be made available, upon request, to the Division at any time during the
performance of such services and/or upon completion or termination of this
Agreement.
B. The Contractor shall not copyright any material and products or patent any invention
developed under this Agreement. Any and all patent rights and any and all copyright
accruing under or in connection with the performance of this Agreement are hereby
reserved to the State of Florida. If the Contractor brings to the performance of this
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Agreement a pre-existing patent or copyright, the Contractor shall retain all rights
and entitlements to that pre-existing patent or copyright unless the Agreement
provides otherwise.
C. If any discovery or invention arises or is developed in the course of or as a result of
work or services performed under this Agreement, or in any way connected with this
Agreement, which is newly developed by Contractor for the Division and which is
deemed a "public record" under applicable Florida law, the Contractor shall refer the
discovery or invention to the Division for a determination whether patent protection
will be sought in the name of the State of Florida. Any and all patent rights accruing
under or in connection with the performance of this Agreement are reserved to the
State of Florida. If any books, manuals, films, or other copyrightable material are
produced, the Contractor shall notify the Division. Any and all copyrights accruing
under or in connection with the performance under this Agreement are transferred
by the Contractor to the State of Florida.
D. Within thirty days (30) of execution of this Agreement, the Contractor shall disclose
all intellectual properties relevant to the performance of this Agreement which he or
she knows or should know could give rise to a patent or copyright. The Contractor
shall retain all rights and entitlements to any pre-existing intellectual property which
is disclosed. Failure to disclose will indicate that no such property exists. The
Division shall then, under subsection C, have the right to all patents and copyrights
which occur during performance of the Agreement. As provided in Section 3.3 of the
Core Platform Agreement, the Division acknowledges that the products and/or
services described in the Scope of Work attached hereto as Exhibit "A" and all
intellectual property rights therein are the property of the Contractor.
B. SUSPENSION OF WORK AND TERMINATION OF THE AGREEMENT
A. SUSPENSION. The Division may in its sole discretion suspend any or all activities
under this Agreement, at any time, when in the best interests of the State to do so.
The Division shall provide the Contractor written notice outlining the particulars of
suspension. Examples of the reason for suspension include, but are not limited to:
budgetary constraints; declaration of emergency; or, other such circumstances.
After receiving a suspension notice, the Contractor shall comply with the notice and
shall not accept any purchase orders. Within ninety (90) days, or any longer period
agreed to by the Contractor, the Division shall either: (1) issue a notice authorizing
resumption of work, at which time activity shall resume; or, (2) terminate the
Agreement. Suspension of work shall not entitle the Contractor to any additional
compensation.
B. TERMINATION FOR CONVENIENCE. The Division, by written notice to
Everbridge, may terminate the contract in whole or in part when the Division
determines in its sole discretion that it is in the State's interest to do so. The
contractor shall not furnish any product after it receives the notice of termination,
except as necessary to complete the continued portion of the Contract, if any. The
contractor shall not be entitled to recover any cancellation charges or lost profits. If
11
the Division terminates this Agreement for convenience, then the Division shall not
be entitled to any pro-rata refund for monies previously paid to the Contractor.
C. TERMINATION FOR CAUSE. The Division may terminate the Agreement if the
Contractor fails to: (1) deliver the product within the time specified in the Agreement
or any extension; (2) maintain adequate progress, thus endangering performance of
the Agreement; (3) honor any term of the Agreement; (4) timely cure a default; or,
(5) abide by any statutory, regulatory, or licensing requirement (Rule 60A-1.006 (3),
F.A.C., governs the procedure and consequences of default, except that the parties
agree that any notices provided by the Division under clause (a) of such Rule shall
give the Contractor at least forty five (45) days to correct any default). The
Contractor shall continue work on any work not terminated. Except for defaults of
subcontractors at any tier, the Contractor shall not be liable for any excess costs if
the failure to perform the Agreement arises from events completely beyond the
control, and without the fault or negligence, of the Contractor. If the failure to
perform is caused by the default of a subcontractor at any tier, and if the cause of
the default is completely beyond the control of both the Contractor and the
subcontractor, and without the fault or negligence of either, the Contractor shall not
be liable for any excess costs for failure to perform, unless the subcontracted
products were obtainable from other sources in sufficient time for the Contractor to
meet the required delivery schedule. If, after termination, it is determined that the
Contractor was not in default, or that the default was excusable, the rights and
obligations of the parties shall be the same as if the termination had been issued for
the convenience of the Division. The rights and remedies of the Division in this
clause are in addition to any other rights and remedies provided by law or under the
Contract.
9. REMEDIES
A. Any dispute concerning performance of this Agreement shall be decided by the
Division's designated contract manager, who shall reduce the decision to writing and
serve a copy on the Contractor. The decision shall be final and conclusive unless
within twenty one (21) days from the date of receipt, the Contractor files with the
Division a petition for administrative hearing. The Division's decision on the petition
shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of
the Florida Statutes. Exhaustion of administrative remedies is an absolute condition
precedent to the Contractor's ability to pursue any other form of dispute resolution;
provided, however, that the parties may employ the alternative dispute resolution
procedures outlined in Chapter 120.
B. In the event the Contractor fails to satisfactorily perform or has failed to adhere to
the terms and conditions under this Agreement, the Division shall, upon forty-five
(45) calendar days written notice to the Contractor and upon the Contractor's failure
to cure within those forty five (45) calendar days, exercise any one or more of the
following remedies, either concurrently or consecutively:
1) Withhold or suspend payment of all or any part of a request for payment.
12
2) Require that the Contractor refund to the Division any monies used for ineligible
purposes under the laws, rules and regulations governing the use of these funds.
3) Exercise any corrective or remedial actions, to include but not be limited to:
a) Requesting additional information from the Contractor to determine the
reasons for or the extent of non-compliance or lack of performance;
b) Issuing a written warning to advise that more serious measures may be taken
if the situation is not corrected;
c) Advising the Contractor to suspend, discontinue or refrain from incurring costs
for any activities in question; or,
d) Requiring the Contractor to reimburse the Division for the amount of costs
incurred for any items determined to be ineligible.
C. Pursuing any of the above remedies will not keep the Division from pursuing any
other rights or remedies which may be otherwise available under law or in equity. If
the Division waives any right or remedy in this Agreement or fails to insist on strict
performance by the Contractor, it will not affect, extend or waive any other right or
remedy of the Division, or affect the later exercise of the same right or remedy by the
Division for any other default by the Contractor.
D. The Contractor and the State of Florida recognize that in actual economic practice,
overcharges resulting from antitrust violations are in fact usually borne by the State
of Florida. Therefore, the Contractor hereby assigns to the State of Florida any and
all claims for such overcharges as to goods, materials or services purchased in
connection with this Agreement.
E. The Contractor shall not be responsible for delay resulting from its failure to perform
if neither the fault nor the negligence of the Contractor or its employees or agents
contributed to the delay and the delay is due directly to acts of God, wars, acts of
public enemies, strikes, fires, Floods, or other similar cause wholly beyond the
Contractor's control, or for any of the foregoing that affect subcontractors or
suppliers if no alternate source of supply is available to the Contractor. In case of
any delay the Contractor believes is excusable, the Contractor shall notify the
Division in writing of the delay or potential delay and describe the cause of the delay
either (1) within ten (10) days after the cause that creates or will create the delay first
arose, if the Contractor could reasonably foresee that a delay could occur as a
result, or (2) if delay is not reasonably foreseeable, within five (5) days after the date
the Contractor first had reason to believe that a delay could result. THE
FOREGOING SHALL CONSTITUTE THE CONTRACTOR'S SOLE REMEDY OR
EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with
this paragraph is a condition precedent to such remedy. No claim for damages,
other than for an extension of time, shall be asserted against the Division. The
Contractor shall not be entitled to an increase in the Contract price or payment of
any kind from the Customer for direct, indirect, consequential, impact or other costs,
13
expenses or damages, including but not limited to costs of acceleration or
inefficiency, arising because of delay, disruption, interference, or hindrance from any
cause whatsoever. If performance is suspended or delayed, in whole or in part, due
to any of the causes described in this paragraph, after the causes have ceased to
exist the Contractor shall perform at no increased cost, unless the Customer
determines, in its sole discretion, that the delay will significantly impair the value of
the Contract to the State or to the Division, in which case the Division may (1) accept
allocated performance or deliveries from the Contractor, provided that the Contractor
grants preferential treatment to the Division with respect to products subjected to
allocation, or (2) purchase from other sources (without recourse to and by the
Contractor for the related costs and expenses) to replace all or part of the products
that are the subject of the delay, which purchases may be deducted from the
Contract quantity, or (3) terminate the Contract in whole or in part.
10. EMPLOYEES. ASSIGNMENT. AND SUBCONTRACTS
A. INDEPENDENT CONTRACTOR. The Contractor and its employees, agents,
representatives, assignees, and subcontractors are not employees or agents of the
Division and are not entitled to the benefits of State of Florida employees. The
Division shall not be bound by any acts or conduct of the Contractor or its
employees, agents, representatives, assignees, or subcontractors. The Contractor
agrees to include this provision in all of its subcontracts under this Agreement.
B. ALL EMPLOYEES, SUBCONTRACTORS, AND AGENTS. All Contractor
employees, assignees, subcontractors, or agents performing work under this
Agreement shall be properly trained technicians who meet or exceed any specified
training qualifications and shall have all current licenses and permits required for all
of the particular work for which they are hired by the Contractor. Upon request, the
Contractor shall furnish a copy of technical certification or other proof of qualification.
All employees, assignees, subcontractors, or agents performing work under this
Agreement must comply with all security and administrative requirements of the
Division and shall comply with all controlling laws and regulations relevant to the
services they are providing under the Agreement. If any employee, assignee,
subcontractor, or agent furnished by the Contractor requires access to a Division
facility in order to perform duties required by this Agreement, then the State may
conduct, and the Contractor shall cooperate in, a security background check for
such employee, assignee, subcontractor, or agent. The State may refuse access to,
or require replacement of, any personnel for cause, including, but not limited to,
technical or training qualifications, quality of work, change in security status, or non-
compliance with the Division's security or other requirements. Such approval shall
not relieve the Contractor of its obligation to perform all work in compliance with the
Agreement. The State may reject and bar from any facility for cause any of the
Contractor's employees, assignees, subcontractors, or agents. The Division and the
State shall take all actions necessary to ensure that Contractor's employees,
assignees, subcontractors and other agents are not employees of the State of
Florida. Such actions include, but are not limited to, ensuring that Contractor's
employees, assignees, subcontractors, and other agents receive benefits and
W
necessary insurance (health, workers' compensations, and unemployment) from an
employer other than the State of Florida.
C. CONVICTED AND DISCRIMINATORY VENDORS. In accordance with sections
287.133 and 287.134, Florida Statutes, an entity or affiliate who is on the Convicted
Vendor List or the Discriminatory Vendor List may not perform work as a contractor,
supplier, sub -contractor, or consultant under this Agreement.
D. WARRANTY TO PERFORM. The Contractor warrants that, to the best of its
knowledge, there is no pending or threatened action, proceeding, or investigation, or
any other legal or financial condition, that would in any way prohibit, restrain, or
diminish the Contractor's ability to satisfy its Contract obligations. The Contractor
warrants that neither it nor any affiliate is currently on the convicted or discriminatory
vendor lists, or on any similar list maintained by any other state or the federal
government.
E. ASSIGNMENT. The Contractor shall not sell, assign or transfer any of its rights,
duties or obligations under this Agreement without the prior written consent of the
Division; provided that no such consent shall be required in the event of an
assignment to an affiliate or to a successor -in -interest to the business of the
Contractor resulting from a merger, reorganization, or sale of all or substantially all
assets. The Division may assign this Agreement with prior written notice to
Contractor.
F. SUBCONTRACTS. The Vendor shall not subcontract any work under this Purchase
Order without the prior written consent of the Agency. The Vendor is fully
responsible for satisfactory completion of all subcontracted work.
11.MODIFICATION OF CONTRACT
This Agreement contains all the terms and conditions agreed upon by the parties, which
terms and conditions shall govern all transactions between the Division and the
Contractor. This Agreement may only be modified or amended upon mutual written
agreement of the Division and the Contractor. No oral agreements or representations
shall be valid or binding upon the Division or the Contractor. No alteration or
modification of the Contract terms, including substitution of product, shall be valid or
binding against the Division. Neither party may unilaterally modify the terms of this
Agreement by affixing additional terms to product upon delivery (e.g., attachment or
inclusion of standard preprinted forms, product literature, "shrink wrap" terms
accompanying or affixed to a product, whether written or electronic) or by incorporating
such terms onto the party's order or fiscal forms or other documents forwarded by the
Contractor for payment. A party's acceptance of payment or processing of
documentation on forms furnished by the other party for approval or payment shall not
constitute acceptance of the proposed modification to terms and conditions.
15
12.MONITORING
The Contractor agrees to comply and cooperate with any reasonable monitoring
procedures/processes deemed appropriate by the Division or its agents, employees, or
designee, including the Florida Chief Financial Officer, or Florida Auditor General. In
the event the Division determines that a limited scope audit of the Contractor is
appropriate, the Contractor agrees to comply with any additional instruction provided by
the Division to the Contractor regarding such audit. The Contractor further agrees to
comply and cooperate with any inspection reviews, investigation or audits deemed
necessary by the Florida Chief Financial Officer or Florida Auditor General.
Records of costs incurred by the Contractor under terms of this Agreement shall be
maintained by the Contractor and made available upon request to the Division at all
times during the period of this Agreement. Copies of these documents and records
shall be furnished to the Division upon request. Records of costs incurred shall include
the Contractor's general accounting records and the project records, together with
supporting documents and records of the Contractor and all subcontractors performing
work on the project, and all other records of the Contractor and subcontractors
considered necessary by the Division for a proper audit of project costs.
13. NOTICE AND CONTACT
A. Pursuant to section 287.057(14), Florida Statues, the Division's Contract Manager
"shall be responsible for enforcing performance of the contract terms and conditions
and [shall] serve as liaison with the [C]ontractor." Additionally, the Contract Manager
for the Division shall:
1) Monitor and document Contractor performance; and,
2) Review and document all deliverables for which the Contractor requests
payment.
B. The Division's Contract Manager is Brian Misner.
C. All notices required under the Agreement shall be delivered to the following:
For DIVISION (Contract Manager)
Brian Misner
2555 Shumard Oak Boulevard
Tallahassee, Florida 32399
Telephone: 850-922-5332
Email: brian.misnerpem.myflorida.com
14.MISCELLANEOUS
For CONTRACTOR
Elliot Mark
25 Corporate Drive, 4"' Floor
Burlington, MA 01803
Telephone: 781-859-4094
Email: Elliot.Mark@everbridge.com
A. All services shall be performed by the Contractor to the satisfaction of the Division
who shall decide all questions, difficulties and disputes of any nature in accordance
16
with section 9A that may arise under this Agreement, the prosecution and fulfillment
of the services under it and the character, quality, and value thereof; and the
decision upon all claims, questions and disputes shall be final and binding upon all
parties hereto. Adjustments of compensation and contract time because of any
major changes in the work that may become necessary or desirable as the work
progresses shall be subject to mutual agreement of the parties, and Amendments(s)
shall be entered into by the parties in accordance with the changes.
B. Records of costs incurred under terms of this Agreement shall be maintained and
made available upon request to the Division at all times during the period of this
Agreement and for five (5) years after completion of the work pursuant to this
Agreement. Copies of these documents and records shall be furnished to the
Division, its agents, employees or designee, including agents of other State
agencies or the Federal government upon request. Records of costs incurred shall
include the Contractor's general accounting records and the project records,
together with supporting documents and records, of the Contractor and all
subcontractors performing work on the project, and all other records of the
Contractor and subcontractors considered necessary by the Division for a proper
audit of project costs.
C. Each person signing this Agreement warrants that he or she is duly authorized to do
so and to bind the respective party to the Contract.
D. All words used herein in the singular form shall extend to and include the plural. All
words used in the plural form shall extend to and include the singular. All words
used in any gender shall extend to and include all genders.
E. This Agreement embodies the whole agreement of the parties. There are no
promises, terms, conditions, or obligations other than those contained herein, and
this Agreement shall supersede all previous communications, representations, or
agreements, either verbal or written, between the parties hereto.
F. Should a court determine any provision of this Agreement is invalid, the remaining
provisions shall not be affected, and the rights and obligations of the parties shall be
construed and enforced as if this Agreement did not contain the provision held to be
invalid.
G. If this Agreement is the result of a formal solicitation (Invitation to Bid, Request for
Proposal or Invitation to Negotiate), the Department of Management Services
Form(s) PUR1000 and PUR1001, included in the solicitation, are incorporated
herein by reference and made part of the Agreement.
Otherwise, the Contractor is subject to the terms and conditions as outlined in Form
PUR 1000, incorporated by reference and made part of this Agreement.
H. The Division may require the Contractor and its employees, agents, representatives
and subcontractors to provide fingerprints and be subject to such background screen
as determined by the Agency and conducted by the Florida Department of Law
17
Enforcement or the Federal Bureau of Investigation. The cost of the background
screen(s) shall be borne by the Contractor. The Division may require the Contractor
to exclude the Contractor's employees, agents, representatives or subcontractors
based on the background screening results.
The delay or failure by the Customer to exercise or enforce any of its rights under
this Contract shall not constitute or be deemed a waiver of the Customer's right
thereafter to enforce those rights, nor shall any single or partial exercise of any such
right preclude any other or further exercise thereof or the exercise of any other right.
Pursuant to their own governing laws, and subject to the agreement of the
Contractor, other entities may be permitted to make purchases at the terms and
conditions contained herein. Non -Division purchases are independent of the
agreement between Division and the Contractor, and the Division shall not be a
party to any transaction between the Contractor and any other purchaser.
As provided in Section 287.042(16)(a), Florida Statutes, other state agencies may
purchase from the resulting contract, provided that the Department of Management
Services has determined that the contract's use is cost-effective and in the best
interest of the State. Upon such approval, the Contractor may, at its discretion, sell
these commodities or services to additional agencies, upon the terms and conditions
contained herein.
K. This Agreement may be executed in counterparts, each of which shall be an original
and all of which shall constitute but one and the same instrument.
L. The Division may unilaterally require, by written order, changes altering, adding to,
or deducting from the Contract specifications, provided that such changes are within
the general scope of this Agreement. The Division may make an equitable
adjustment in the Contract price or delivery date if the change affects the cost or
time of performance. Such equitable adjustments require the written consent of the
Contractor, which shall not be unreasonably withheld. If unusual quantity
requirements arise, the Division may solicit separate bids to satisfy them.
15.Additional terms reauired by 2 C.F.R. 6200.326
A. Contractor agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clear Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387), and will report violations
to FEMA and the Regional Office of the Environmental Protection Agency (EPA).
B. Suspension and Debarment.
1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2
C.F.R. pt. 3000. As such the contractor is required to verify that none of the
contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined
at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or
disqualified (defined at 2 C.F.R. § 180.935).
18
2) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.
3000, subpart C and must include a requirement to comply with these regulations
in any lower tier covered transaction it enters into.
3) This certification is a material representation of fact relied upon by the Division. If
it is later determined that the contractor did not comply with 2 C.F.R. pt. 180,
subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to
the Division, the Federal Government may pursue available remedies, including
but not limited to suspension and/or debarment.
4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt.
180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and
throughout the period of any contract that may arise from this offer. The bidder
or proposer further agrees to include a provision requiring such compliance in its
lower tier covered transactions.
C. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (as amended). Contractors who
apply or bid for an award of $100,000 or more shall file the required certification.
Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with
obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. §
1352. Each tier shall also disclose any lobbying with non -Federal funds that takes
place in connection with obtaining any Federal award. Such disclosures are
forwarded from tier to tier up to the recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
officers on the day, month and year set forth above.
CONTRACTOR
By: stul 2f16
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TrRr.#Aj LD , Gr a s as 7
(Print/Type Name)
Title: CIFE-0
Federal Tax ID# A(P -1919 319%
DIVISION OF EMERGENCY MANAGEMENT
By: C3
(Auth rizz d Signature) —(Date)
V r'fe''N W �ooN
(Print/Type Name)
Title: 'b:re'z a
19
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SCOPE OF WORK
Florida Statewide Emergency Alert and Notification System
1. Purpose
Through this Agreement, the Contractor shall provide the Division with a vendor -hosted,
"mass notification" system that will provide statewide alerts for imminent or sudden hazards
through the use of:
• Voice telephone calls;
• Text messages;
• Emails;
• Social media; and,
• Telecommunications Device for the Deaf/TeleTYpewriter ("TDDfTTY").
The system shall integrate with the following alert systems:
The Emergency Alert System ("EAS")t; and,
The Integrated Public Alert and Warning System ("IPAWS")2.
Additionally, the system shall include the capability to:
Automatically disseminate weather warnings issued by the National Weather
Service ("NWS"); and,
Communicate in multiple languages.
2. Background
Section 252.35(2)(a)6., Florida Statutes, requires FDEM to "establish a system of
communications and warning to ensure that the state's population and emergency
management agencies are warned of developing emergency situations and can
communicate emergency response decisions."
FDEM already has systems in place to communicate emergency response decisions to
other state agencies and to the political subdivisions of this State. However, FDEM does
not currently possess a comprehensive, interoperable communication system that can alert
The Emergency Alert System (EAS) is a national public warning system that requires broadcasters, cable television
systems, wireless cable systems, satellite digital audio radio service (SDARS) providers, and direct broadcast satellite (DBS)
providers to provide the communications capability to the President to address the American public during a national
emergency. The system also may be used by state and local authorities to deliver important emergency information, such as
AMBER alerts and weather information targeted to specific areas.
The Tntegrated Public Alert and Warning System (IPAWS) is a modernization and integration of the nation's alert and
warning infrastructure that provides public safety officials with a way to alert and warn the public about serious emergencies
using the Emergency Alert System (EAS), Wireless Emergency Alerts (WEA), the National Oceanic and Atmospheric
Administration (NOAA) Weather Radio, and other public alerting systems from a single interface.
20
the state's population (both permanent and transient) to the threat posed by an imminent or
sudden emergency.
Although some political subdivisions within the State do possess emergency notification
and alert systems, significant gaps nonetheless exist that inhibit FDEM's ability to warn
significant segments of the population. These gaps include funding, coverage,
interoperability, capacity, as well as socioeconomic and cultural gaps.
• Some political subdivisions currently do not possess the financial resources to
develop and/or maintain an emergency notification and alert system. As a result of
these funding gaps, segments of the population who reside within the
geographical boundaries of those political subdivisions may not receive adequate
or effective warnings about imminent or sudden emergencies.
• For citizens who rely on cellular or smart phones for communication, no service
provider can guarantee complete coverage throughout the entire State of Florida;
hence, coverage gaps may inhibit FDEM's ability to communicate emergency
notifications and alerts.
• Not all of the political subdivisions who have a communication system use the
same system; consequently, interoperability gaps can hinder effective
communications.
• Communication service providers may not possess the capacity to allow every
customer in the network to receive or transmit messages at the same time; as a
result, capacity gaps may delay emergency notifications and alerts that are time -
sensitive.
• Not every person in the State of Florida speaks English as his or her primary
language. Additionally, some communities within the State may not possess
meaningful access to the communication systems that other individuals enjoy.
Also, some visitors to the State may not communicate through common or
traditional communication systems during their stay. Consequently, socio-
economic and cultural gaps may limit the ability of FDEM to communicate
emergency warnings to vulnerable populations.
When combined, these gaps create a significant communication problem that requires a
comprehensive solution. Through this Agreement, the Contractor shall provide the Division
with a system that closes that communication gap by providing an emergency notification and
alert system that can span across the funding, coverage, interoperability, capacity, as well as
the socioeconomic and cultural divides that currently inhibit FDEM's ability to warn the State's
entire population (both permanent and transient) about imminent and sudden emergencies.
Under this Agreement, the Division will maintain account control over the system and political
subdivisions will serve as administrators of the system and primary originators of messages.
The system shall have the following levels of access by definition:
System Administrator: Individuals at the state level that perform account
administration and oversight activates, to include creating new jurisdiction -level
accounts and monitoring system usage across all lower accounts.
Jurisdiction Administrator: Primary user for the jurisdiction, able to create and
manage message originator accounts and recipient contact data sources within the
21
jurisdiction's segment of the system. Also performs the functions of a message
originator.
Message Originator: An individual authorized to initiate a notification message and
monitor the status of other notifications originated within the jurisdiction.
Recipient: An end -user contact in the jurisdiction's account; someone who receives a
notification.
3. Minimum System Requirements
The System shall include the following, minimum requirements:
1) System shall provide statewide coverage to an unlimited number of recipients.
2) System shall be capable of sending mass notifications for multiple unique simultaneous
events.
3) The system shall have the following levels of access: administrator, jurisdiction
administrator, message originator, and recipient. The system must allow each
administrator and message originator to have a unique user name and credential to
access the site and launch calls, at no additional cost. System shall have tiered
administration to include state, county, and city levels. Administrators shall be able to
view system activity of all administrators below their level. There shall be no limit on the
number of administrators.
4) System shall allow administrators and jurisdiction administrators to create and edit an
unlimited number of notification groups and sub -groups. Administrators and jurisdiction
administrators shall be able to manage their own user groups. Jurisdiction
administrators shall be able to create an unlimited number of message categories that
recipients may subscribe to.
5) The system shall be web -based and hosted on the vendor's infrastructure, accessible
from any internet connection. The vendor will not require additional client- or server -
based hardware to be housed on -site by administrators. The web -based system must
be compatible with supported versions of industry standard browsers, at a minimum,
Internet Explorer, Google Chrome, Apple Safari, and Mozilla Firefox.
6) System shall fully interface with the Integrated Public Alert and Warning System
(IPAWS) for alerting via Wireless Emergency Alerts (WEA), Emergency Alert System
(EAS), and HazCollect NOAA Weather Radio All Hazards. The vendor must be a
FEMA IPAWS Alert Origination Software Provider.
7) System shall have the ability to accept and utilize E911 phone data at no additional
cost, and be able to scrub duplicate information.
8) The system shall provide a training/exercise mode which provides full functionality, but
is separate from contact data in the "real -world" instances of the system.
9) The system shall contain a reporting tool, with the ability for jurisdictions to define
reports without vendor assistance and any jurisdiction -defined report format to be
generated again in the future. The number of report formats shall be unlimited. The
system shall allow for the export of any data in standard delimited format and pdf.
10) System shall allow for the creation and storage of pre -scripted scenarios and
messages. The system shall be able to store broadcast templates/scenarios with
content and recipients for later deployment. The system shall allow jurisdiction
administrators and message originators to edit pre -scripted messages and scenarios as
needed.
11) System shall be capable of voice recording by jurisdiction administrators and message
originators. System shall be capable of text -to -speech. Voice recordings and text-to-
22
speech must be reviewable as part of message origination workflow before message
transmission.
12) The system shall allow for web -based access for recipients to a jurisdiction -specific
subscription portal where they can "opt in" to the system and select the types of alerts
they would like to receive and manage contact information.
13) System shall allow the public to opt in to the system by registering phone numbers,
SMS/MMS numbers, and email addresses. The system will only require the public to
enter one selection for the record to be effective. This information shall be updated in
real time. Lost password and user name recovery shall be accomplished automatically
and without administrator action.
14) System shall allow jurisdiction administrators to customize, without vendor intervention,
the opt -in page content and banner for custom branding.
15) The system shall have the ability for recipients to identify a preferred language.
16) The system shall allow citizens to register a minimum of two (2) location points in their
recipient profile (example: home, school, work). The system shall provide all of the
following methods for recipients to register with it:
i) System shall automatically compare addresses against the United States Postal
Service data to suggest a correct address, and then automatically geocode the
address into the recipient's profile.
ii) System shall provide the ability for recipients to manually input latitude/longitude or
decimal degree.
iii) System shall provide the ability for recipients to access a graphical user interface
where they can view their location on a map and select point.
17) System shall be able to support a minimum of 2 telephone numbers, 2 SMS numbers,
and 2 email addresses per recipient.
18) The system shall adhere to the "Common Alerting Protocol" standard specified by
FEMA via the Organization for the Advancement of Structured Information Standards
(OASIS). As new CAP versions and sources are implemented, the system must be
updated to include CAP format changes as part of ongoing system updates.
19) System shall support automatically adding and removing recipients at the jurisdiction -
level from static and dynamic groups without vendor assistance.
20) System shall have the inherit capability to immediately import and export recipient group
and sub -group data.
21) System shall be capable of accepting, via secured web upload, phone data and
mapping updates at no additional cost.
4. Minimum Geographical Information System Requirements
The System shall include the following, minimum GIS requirements:
1) System shall offer GIS functionality of administrator drawn geographic/polygon selection
of specific areas to transmit messages and generate call lists. Jurisdiction
administrators shall be able to choose to use the system's GIS functionality or to import
local GIS layers.
2) System shall support the ability to search for a geographic location using a contact
name, address, street segments, zip code, and latitude/longitude.
3) System shall allow for a search of the recipient database using any of the fields
contained in the database.
4) System shall support the ability to target a region defined by a combination of a contact
location, an address point or a landmark, and a radius around that address.
23
5) System shall include the ability to resize, modify, and rotate the shapes after initial
drawing or placement.
6) System shall include the ability to drag and drop the shapes to a different location on
the map.
7) System shall include the ability to create both inclusion and exclusion polygons.
8) System shall display the number of recipients included within a selected region.
5. Minimum Notification Requirements
The System shall include the following, minimum notification requirements:
1) Use of the system shall not governed by number of minutes, messages, increments, or
credits.
2) System shall accomplish mass notification of the public via phone (landline, VoIP, and
wireless), Native SMS via SMPP and MMS messaging, email, really simple syndication
(RSS). The system shall be able to send messages through each of these mediums
simultaneously. For notification methods where the sent message exceeds the allowed
number of characters (i.e. a Tweet) the system shall intelligently detect and provide an
alternate mechanism for the recipient to view the complete message, such as a short -
code link.
3) All texUSMS messaging shall be Short Message Peer -to -Peer (SMPP) messaging via
cellular network gateway providers. To reduce the possibility of notification messages
being handled as spam, the vendor must have an established SMPP short code that it
whitelisted with the major US commercial cellular carriers (at minimum Verizon, T-
Mobile, Sprint, and AT&T). SMTP text messaging, or any portion of the user profile that
requires a user to specify their mobile carrier, does not meet this requirement.
4) The system shall be able to launch automated Weather alerts for specified Watch,
Warning, or Advisory products generated by the National Weather Service. These
alerts must be based on the Latitude/Longitude Polygon box provided by the National
Weather Service to retain the geographic specificity intended by the issuing Weather
Forecast Office, such as a river basin or Storm -Based warning. Weather alerting based
on county name or zip code does not meet this requirement. The National Weather
Service is the only recognized alerting authority for this requirement.
5) System shall be accessed by message originator for the purpose of launch and
utilization via a computer with internet connection, smart phone, mobile app and phone
to record and schedule calls. Mobile apps shall be designed specifically for their
respective device and platform and must support visual GIS map based notifications.
6) The system shall enable message originators to specify whether recipients must
acknowledge human receipt of a message. If confirmed receipts are requested, the
system must continue trying to reach the recipient until positive confirmation has been
received with human acknowledgement. Once acknowledgement has been received,
the system will cease all further attempts to reach that recipient.
7) The system shall allow message originators to enable a timeout option for notifications,
at which time notification attempts will cease, even if a user has not been successfully
contacted. For weather notifications, this timeout window should default to the
expiration of the product issued by the National Weather Service.
8) System shall allow jurisdiction administrators to use a system default or create a
jurisdiction level caller ID and sent -from email address to outgoing notification
recipients.
24
9) System shall allow outgoing notification messages to contain photo, video, audio
attachments and links.
10) System shall be Americans with Disabilities Act (ADA) compliant to include TDD/TTY
capability.
11) System shall provide online real time reports detailing success, failure and reason for
failure. These reports shall be customizable per jurisdiction administrator.
12) The system shall be able to recognize human voice versus an answering machine and
wait until the outgoing message from an answering machine or voicemail system has
ended prior to leaving the message.
13) The system shall allow for voice message throttling, which allows the sender to
determine and define desired delivery rate for specific area codes and prefixes so as to
not overwhelm a telephone exchange for a given area.
Minimum Security Requirements
The System shall include the following, minimum security requirements:
1) System shall require a secure login for any administrator or message originator to
access the system. The secure login shall be a case -sensitive complex password with
the following attributes:
i) Minimum 8 characters
ii) Maximum 15 characters
iii) Allow for upper and lower case letters
iv) Allow for numeric and common symbols (i.e. !@#$%A&*)
2) System shall not allow trivial passwords for login (i.e. username, person's name,
people, places, keyboard patterns like "gwerty°, dates, or dictionary words).
3) System shall encrypt data at rest and in transit.
4) System shall create an auditable event log for all account actions to be accessible by
system administrator.
5) System data centers shall reside in the United States.
7. Minimum Support Requirements
The System shall include the following, minimum support requirements:
1) The vendor shall provide 24-hour Helpdesk assistance to support the application's
users at all levels, reachable by telephone or email, and with sufficient resources to
respond to assistance requests within 30 minutes. Helpdesk assistance must be
available in multiple languages and via TTY.
2) The vendor shall be able to initiate alert notifications on behalf of administrators and
jurisdiction administrators if connectivity with the system is lost.
3) The vendor shall provide maintenance of the system to ensure there is no downtime.
The system will provide a backup site as redundancy with an automatic flip in the case
of site failure.
4) The system will provide online user help and assistance. Online help will consist of text -
based, contextual help, as well as video and audio assisted help. Help for system use
should also be interlaced within the site (i.e. screen -within -a -screen). Training for
system use must be web -based.
5) The system must have 24-7 technical support available to customer via phone and
Internet support.
6) The annual maintenance agreement will include vendor maintenance, and support shall
include all applicable patches released including for any 3rd party system components.
25
7) There must be a 9 month period to test system functionality to allow for the event that
users determine additional requirements or fixes to fulfill the intended and need use of
the system. The vendor will meet these needs if they are determined within the testing
period.
8) The system's recipient data, including opt -in or jurisdiction supplied, remains the
property of the jurisdiction and/or State of Florida. The data must be exportable from
the system at any time and provided to the State of Florida for distribution to
jurisdictions upon termination of the contract. Data shall only be used by the vendor for
the sole -purpose of initiating notifications through the system and may not be used for
marketing purposes. The data may not be sold or rented to any third party.
B. Tasks
Section 287.058(1)(d), Florida Statutes, requires that the type of contract contemplated by
this RFP specify "a scope of work that clearly establishes all tasks the contractor is required
to perform."
1) No later than March 31, 2016, the Contractor shall deliver a system that, for the
duration of this Agreement, satisfies all of the minimum requirements outlined in the
Scope of Work. For the purposes of this Task, the term "minimum requirements"
includes Minimum System Requirements, Minimum Geographical Information
System Requirements, Minimum Notification Requirements, Minimum Security
Requirements, and Minimum Support Requirements.
2) No later than May 1, 2016, the Contractor shall enhance the system by providing
administrators with the ability to select the languages with which they would like to
communicate. At a minimum, the list of languages must include English, Spanish,
and Haitian Creole. The system shall allow for a separate message body text box
and separate manual recording field for each dialect. The system shall have the
ability for recipients to identify a preferred language. The system shall also allow for
web -based access for recipients to a jurisdiction -specific subscription portal where
they can "opt in" to the system and select the types of alerts they would like to
receive and manage contact information. The user interface for the subscription
portal must be available in aforementioned languages.
3) No later than June 15, 2016, the Contractor shall:
A. Enhance the system by providing message origination through Windows, iOS,
and Android mobile device platforms. All features of the regular desktop browser
version must be functional on those platforms. The applications must be "native"
mobile device applications and not simply a "skin" that loads mobile -formatted
webpages. There shall be no pop-up or banner advertising inside the
application. All features in the application must be free for any user and the
application must not require the user to consent to any type of future "in-app
purchase" before installing the application.
B. Enhance the system by providing administrators with the ability to communicate
mass notification, to the public via phone (landline, VoIP, and wireless), Native
SMS via SMPP and MMS messaging, email, really simple syndication (RSS),
kz
and social media (at a minimum Facebook and Twitter). The system shall be
able to send messages through each of these mediums simultaneously. For
notification methods where the sent message exceeds the allowed number of
characters (i.e. a Tweet), the system shall intelligently detect and provide an
alternate mechanism for the recipient to view the complete message, such as a
short -code link.
C. Enhance the system by providing administrators with at least one webinar
training opportunity a month.
D. Conduct at least one jurisdiction -level emergency, mass notification test using
telephone, SMS, and email data.
27
EXHIBIT B
PRICE SHEET
Everbridge MN
Community Engagement
IPAWS
SMART Weather
Unlimited Organizations
Secure Bridge (250 licenses) for one (1) Organization
Contact Bridge
Scheduling for one (1) Organization
Everbridge API for one (1) Organization
Implementation
Professional Service hours — 2 FT Es — through June 2017
Everbridge CARES Program
Instructor Led On -Site Training
Customized Online Training Courses
90 Day On -Site System Review
Total — Initial Period
March 2016 through June 2016
Renewal Year 1 (all of the above services)
July 1, 2016 through June 30, 2017
$1,500,000
$3,500,000
Renewal Year 2 (all of the above services, excluding implementation)
July 1, 2017 through June 30, 2018 $3,500,000
Renewal Year 3 (all of the above services, excluding implementation)
July 1, 2018 through June 30, 2019 $3,500,000
28
EXHIBIT C
METHOD OF COMPENSATION
PURPOSE:
This Exhibit defines the limits of compensation to be made to the Contractor for the services
and commodities set forth in Exhibit "A" and the method by which payments shall be made.
COMPENSATION:
For the satisfactory performance of services detailed in Exhibit "A", the contractor shall be paid
a Total Contract Amount of $1,500,000.
PAYMENTS:
The Contractor shall submit three invoices (3 copies of each) as detailed in this Method of
Compensation (Exhibit "C") in a format acceptable to the Division.
Invoices shall be submitted to and approved by:
Florida Division of Emergency Management
Brian Misner
2555 Shumard Oak Blvd.
Tallahassee, Florida 32399-2100
DETAILS OF COST AND FEES:
Details of the Contractor's fee amounts for these services are listed in Exhibit "B," the Vendor
Price Sheet, and have been pro -rated for the actual period of performance.
INVOICE DELIVERABLE INVOICE AMOUNT
#1 The successful completion of Task #1 $1,000,000
#2 The successful completion of Task #2 by May 1, 2016 $250,000
#3 The successful completion of Task #3 by June 15, 2016 $250,000
FINANCIAL CONSEQUENCES:
For task 1, the Contractor shall reimburse the Division $100 for every five (5) minute period
that the Division and its authorized users are unable to access the platform, other than for
reasons outside of the Contractor's control or as otherwise described in Section 9.E, after an
initial grace period of fifteen (15) minutes and up to a maximum of $10,000 per occurrence.
For task 2, payment will be reduced by 1 % for each day commencing on the fifteenth (15`h) day
after the due date until the deliverable is provided to the Division, up to a maximum of 10% of
the task 2 payment. For task 3, payment will be reduced by 1 % for each day commencing on
the fifth (5th) day after the due date until the deliverable is provided to the Division, up to a
maximum of 10% of the task 3 payment.
29
METHOD OF PROCUREMENT:
This contract resulted from a competitive solicitation under Request for Proposal #: RFP-DEM-
15-16-037.
30
EXHIBIT D
FEDERAL FUNDING TERMS AND CONDITIONS
Since this Agreement involves the use of funds under a Federal award, the Contractor agrees
to comply with 2 CFR Part 200, as applicable, to include Appendix II as quoted below:
APPENDIX II TO PART 200—CONTRACT PROVISIONS FOR NON-FEDERAL ENTITY CONTRACTS UNDER
FEDERAL AWARDS
In addition to other provisions required by the Federal agency or non -Federal entity, all
contracts made by the non -Federal entity under the Federal award must contain provisions
covering the following, as applicable.
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000,
which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council
and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908,
must address administrative, contractual, or legal remedies in instances where contractors
violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
(B) All contracts in excess of $10,000 must address termination for cause and for
convenience by the non -Federal entity including the manner by which it will be effected and the
basis for settlement.
(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60,
all contracts that meet the definition of "federally assisted construction contract' in 41 CFR Part
60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319,
12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, Department of Labor."
(D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non -
Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C.
3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR
Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction"). In accordance with the statute, contractors must be required to pay
wages to laborers and mechanics at a rate not less than the prevailing wages specified in a
wage determination made by the Secretary of Labor. In addition, contractors must be required
to pay wages not less than once a week. The non -Federal entity must place a copy of the
current prevailing wage determination issued by the Department of Labor in each solicitation.
The decision to award a contract or subcontract must be conditioned upon the acceptance of
the wage determination. The non -Federal entity must report all suspected or reported
violations to the Federal awarding agency. The contracts must also include a provision for
compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by
Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public
31
Building or Public Work Financed in Whole or in Part by Loans or Grants from the United
States"). The Act provides that each contractor or subrecipient must be prohibited from
inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled.
The non -Federal entity must report all suspected or reported violations to the Federal awarding
agency.
(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where
applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve
the employment of mechanics or laborers must include a provision for compliance with 40
U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).
Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of
every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess
of the standard work week is permissible provided that the worker is compensated at a rate of
not less than one and a half times the basic rate of pay for all hours worked in excess of 40
hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction
work and provide that no laborer or mechanic must be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These requirements
do not apply to the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence.
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets
the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient
wishes to enter into a contract with a small business firm or nonprofit organization regarding
the substitution of parties, assignment or performance of experimental, developmental, or
research work under that "funding agreement," the recipient or subrecipient must comply with
the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations
and Small Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act
(33 U.S.C. 1251-1387), as amended —Contracts and subgrants of amounts in excess of
$150,000 must contain a provision that requires the non -Federal award to agree to comply with
all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C.
7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).
Violations must be reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
(H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award
(see 2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in
the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR
180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the
names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties
declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an
award exceeding $100,000 must file the required certification. Each tier certifies to the tier
32
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any other award covered
by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that
takes place in connection with obtaining any Federal award. Such disclosures are forwarded
from tier to tier up to the non -Federal award.
(J) See §200.322 Procurement of recovered materials.
Required Terms
1) Contract breach — see paragraphs 8 and 9 of this Agreement.
2) Termination for cause and convenience — see paragraphs 8.0 and 8.6 of this
Agreement, respectively.
3) Equal Employment Opportunity— N/A because this Agreement does not involve
construction.
4) Davis -Bacon Act— N/A because this Agreement does not involve construction.
5) Copeland Anti -Kickback Act — N/A because this Agreement does not involve
construction.
6) Contract Work Hours and Safety Standards Act — N/A because this Agreement does not
involve the employment of mechanics or laborers.
7) Rights to Inventions Made under a Contract or Agreement — see paragraph 7 of this
Agreement.
8) Clean Air Act and the Federal Water Pollution Control Act — see paragraph 15.A of this
Agreement.
9) Debarment and Suspension — see paragraph 15.13 of this Agreement.
10)Byrd Anti -Lobbying Amendment — see paragraph 15.0 of this Agreement.
11)Recovered Materials — N/A because this Agreement does not involve recovered
materials.
33
Exhibit "E"
Everbridge Core Platform Agreement
1. SERVICES.
1.1 Definitions. Contractor shall provide Division access
to its proprietary interactive communication solutions(s) (the
-Solution(s)") subject to the terms and conditions set forth in the
Agreement and the description of services and pricing provided in
the applicable quote or other ordering document (e.g., statement
of work) (the "Quote'). If applicable, Contractor 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". Contractor shall
provide Division 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), households
or Users, as applicable depending on the Solutions ordered.
2. RESPONSIBILITIES.
2.1 Users. If Division has purchased Mass Notification or
Incident Communications, Division shall in its discretion authorize
certain of its employees and contractors to access that Service as
Users. If Division has purchased any other Solution, Division shall
authorize the number of Users set forth on the Quote as
applicable to that Service. Collectively, Division's employees and
contractors who access any Solution as provided in this
subsection are referred to as "User(s)". A "Contact" is any
individual person that Division contacts through the Solutions
and/or provides their personal contact information to Contractor,
including through an opt -in portal, as applicable. Division shall
undergo the initial setup and training as set forth In the
Onboarding Inclusion sheet provided with the Quote.
2.2 Division Data. -Division Data" is all electronic data
Division transmits to Contractor to or through the Solutions.
Division shall retain all ownership rights in Division Data. Division
shall have sole responsibility for the accuracy, quality, integrity,
and legality of all Division Data. By ordering the Solutions. Division
represents that it has the right to authorize and hereby does
authorize Contractor and its Solution Providers to collect, store
and process Division Data including Contact data subject to the
terms of the Agreement. "Solution Providers" shall mean
communications carriers, data centers, colocation and hosting
services providers, short messaging services ("SMS") providers
and content and data management providers that Contractor uses
in providing the Solutions. Division shall maintain a copy of all
Division Contact data it provides to Contractor. Division
acknowledges that the Solutions are a passive conduit for the
transmission of Division Data and any data submitted by Contacts,
and Contractor 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 Division Data or data submitted by Contacts, 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 Division or Contacts.
2.3 Limitations on Use. Division is responsible for all
activity occurring under Division's account(s) and shall comply
with all applicable Privacy Laws (as defined below) and all other
applicable laws and regulations in connection with Division's use
of the Services, including its provision of Division Data to
Contractor. Where applicable, Division shall obtain the required
consent of Contacts to send communications through the
Solutions. Division shall use the Service in accordance with
Contractor's than applicable Acceptable Use Policy posted on
www everbr,:;_ _ Division shall promptly notify Contractor of
any unauthorized use of any password or account or any other act
SLG Core Platrorn Service Agreement v5 6.26.15 (mod)
or omission that would constitute a breach or violation of the
Agreement.
2.4 Security of Services. Contractor's IT security and
compliance program includes the following industry standards
generally adopted by U.S. based SaaS providers: (i) reasonable
and appropriate technical, organizational and security measures
against the destruction, loss, unavailability, unauthorized access
or alteration of Division Data in the possession or under the
control of Contractor, including to ensure the availability of
information following interruption to, or failure of, critical business
processes; and (III) a third party audit of its security controls as
provided in the 'Privacy and Security Compliance' link on
www.5verbfid(re.cr 'Privacy Laws' means all United States
federal andd'sZe aws and regulations regarding consumer and
data protection and privacy.
3. PROPRIETARY RIGHTS.
3.1 Grant of License. Subject to the terms and
conditions of the Agreement, Contractor hereby grants to Division,
during the term of the Agreement, a limited, non-exclusive, non-
transferable, non-sublicensable right to use the Solutions.
3.2 Restrictions. Division shall use the Solution solely for
its internal business purposes and shall not make the Solution
available to, or use the Solution for the benefit of, any third party
except as expressly set forth in the Agreement. Division shall not
(i) sell, transfer, assign, distribute or otherwise commercially
exploit or make available to any third party the Solution 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 Contractor, (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; (vi)
defeat or attempt to defeat any security mechanism of any
Solution, or (vii) access the Solution for purposes of monitoring
Solution availability, performance or functionality, or for any other
benchmarking or competitive purposes; provided, however, that
this subpart (vii) shall not preclude Division's ability to issue test
messages.
3.3 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 (including copyrights, trade secrets, and
all rights in patents, compilations, inventions, improvements,
derivative works, modifications, extensions, enhancements,
configurations, discoveries, processes, methods, designs and
know-how pertaining to any of the foregoing) (collectively, "IP
Rights"), whether conceived by Contractor alone or in conjunction
with others, constitute Confidential Information and the valuable
intellectual property, proprietary material, and trade secrets of
Contractor and its licensors and are protected by applicable
intellectual property laws of the United States and other countries.
Contractor owns (i) all feedback and other Information (except for
Division Data) provided to Contractor by Users, Division or
Contacts in conjunction with the Services, and (ii) all transactional,
derivative, performance data and metadata generated in
connection with the Solutions. Except for the rights expressly
granted to Division in the Agreement and IP which is newly
developed by Contractor for Division and which is deemed a
"public record" under applicable Florida law, 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 those to any modification, extension, improvement,
enhancement, configuration or derivative work of the Solutions or
any the foregoing elements thereof) are and shall remain solely
owned by Contractor and its respective licensors, and Division
hereby assigns any such rights to Contractor. Contractor may use
and provide Solutions and Professional Services to others that are
similar to those provided to Division hereunder, and Contractor
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
Division, provided that, in each case, no Division Data or Division
Confidential Information is disclosed thereby.
4. CONFIDENTIAL INFORMATION,
4.1 Definition; Protection. As used herein,
"Confidential Information" means all information disclosed by
one party ("Discloser") to the other party ("Recipient"), 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 Division Data, all Contractor
technology, 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: (1) is or becomes generally known to the public
without breach of any obligation owed to Discloser, (ii) was known
to Recipient prior to its disclosure by Discloser without breach of
any obligation owed to Discloser; (III) was independently
developed by Recipient without breach of any obligation owed to
Discloser, or (iv) is received from a third party without breach of
any obligation owed to Discloser. Recipient shall not disclose or
use any Confidential Information of Discloser for any purpose
other than performance or enforcement of the Agreement without
Discloser's prior written consent. If Recipient is compelled by law
to disclose Confidential Information of Discloser, including under
the Freedom of Information Act or other public information request
p.e., 'state sunshine' laws) it shall provide Discloser with prior
notice of such compelled disclosure (to the extent legally
permitted) and reasonable assistance, at Disclosers cost, if
Discloser wishes to contest the disclosure. Recipient shall protect
the confidentiality of Disclosers 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). Recipient shall retain Confidential Information in
accordance with its standard records and data retention policies.
Recipient shall promptly notify Discloser if it becomes aware of
any breach of confidentiality of Disclosers Confidential
Information.
4.2 Upon Termination. Upon any termination of the
Agreement. Recipient shall continue to maintain the confidentiality
of Disclosers 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 the Agreement.
5. WARRANTIES; DISCLAIMER.
5.1 Contractor Warranty. Contractor shall provide the
Solutions in material compliance with the functionality and
specifications set forth on the relevant Solution system inclusion
sheet. Contractor 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. THE FOREGOING
REPRESENT THE ONLY WARRANTIES MADE BY
CONTRACTOR HEREUNDER AND CONTRACTOR
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.
6.2 Disclaimer. NEITHER CONTRACTOR NOR ITS
LICENSORS OR SERVICE PROVIDERS WARRANT THAT THE
SOLUTION WILL OPERATE ERROR FREE OR WITHOUT
INTERRUPTION. WITHOUT LIMITING THE FOREGOING, IN NO
EVENT SHALL CONTRACTOR 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
CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE.
5.3 SMS Transmission. DIVISION ACKNOWLEDGES
AND AGREES THAT THE USE OF SMS SERVICES, ALSO
KNOWN AS SMS MESSAGING OR 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. DIVISION FURTHER
UNDERSTANDS, ACKNOWLEDGES, AND AGREES THAT IT
ASSUMES ALL RISK ASSOCIATED WITH ANY SUCH DELAY,
LACK OF DELIVERY OR INCOMPLETENESS.
6. MISCELLANEOUS.
6.1 Non -Solicitation. As additional protection for
Contractor's proprietary information, for so long as the Agreement
remains in effect, and for one year thereafter, Division agrees that
it shall not, directly or indirectly, solicit, hire or attempt to solicit any
employees of Contractor, provided, that a general solicitation to
the public for employment is not prohibited under this section.
6.2 Limitations. Final delivery of information to recipients
is dependent on and is the responsibility of the designated public
and private networks or carriers. Division acknowledges and
agrees that territories outside the U.S. and Canada may have
territorial restrictions resulting from applicable law,
telecommunications or Internet Infrastructure limitations,
telecommunications or Internet service provider policies, or
communication device customizations that may inhibit or prevent
the delivery of certain SMS, text or other notifications, or restrict
the ability to place or receive certain calls such as outbound tall
free calls. Contractor shall have no liability to the extent such
restrictions impede the Solution.
6.3 Notices. All legal notices shall be delivered as set
forth in the Agreement Contractor may provide all other notices to
Division's billing contact on the Client Registration Form or, with
respect to availability, upgrades or maintenance of the Solutions,
to the Everbridge Support Center.
e.4 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 227.72024, U.S. government
customers and end -users acquire licenses to the Solutions and
related documentation with only those rights set forth herein.
Exhibit " F"
Everbridge Acceptable Use Policy
Acceptable Use Policy
Everbridge has prepared this Acceptable Use Policy ("AUP") as a guide for its clients to understand
the intended and permissible uses of our service. This AUP sets forth guidelines for acceptable use of
the applicable Everbridge service(s) (the "Service(s)") by Client and its users.
The Services must be used in accordance with the guidelines for each Service. The guidelines for each
Service product are set forth within the applicable Product Inclusion Sheet and the Support Services
Guide.
Prohibited Uses
You may use the Service only for lawful purposes and in accordance with this AUP. You may not:
• Use the Service in any way that violates any applicable federal, state, local or international
law or regulation (including, without limitation, any laws regarding the export of data or
software to and from the US or other countries)
• Use the Service for the purpose of exploiting, harming or attempting to exploit or harm
minors in any way by exposing them to inappropriate content, asking for personally
identifiable information, or otherwise
• Use the Service to transmit, or procure the sending of, any advertising or promotional
material, including any "junk mail', "chain letter", "spam" or any other similar solicitation
• Impersonate or attempt to impersonate Everbridge, an Everbridge employee, another user or
any other person or entity, including by utilizing another user's identification, password,
account name or persona without authorization from that user
• Use the Service in any manner that could disrupt, disable, overburden, damage, or impair the
Service for you or others (including the ability to send timely notifications through the
Service), via various means including overloading, "flooding," "mailbombing," "denial of
service" attacks, or "crashing"
• Use any robot, spider or other automatic device, process or means to access the Service for
any purpose, including monitoring or copying any of the material
Use any manual process to monitor or copy any of the material made available through the
Service or for any other unauthorized purpose without our prior written consent
• Use any device, software or routine, including but not limited to, any viruses, trojan horses,
worms, or logic bombs, that interfere with the proper working of the Service or could be
technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the
Service, the server on which the Service is stored, or any server, computer or database
connected to the Service.
• Attempt to probe, scan or test the vulnerability of a system or network or to breach security
or authentication measures without Everbridge's express written consent.
• Take any action in order to obtain services to which such client is not entitled
Attempt any action designed to circumvent or alter any method of measuring or billing for
utilization of the Service
Otherwise attempt to interfere with the proper working of the Service
Everbridge Rights and Remedies
If Client becomes aware of any content or activity that violates this AUP, Client shall take all
necessary action to prevent such content from being routed to, passed through, or stored on the
Everbridge network and shall promptly notify Everbridge. Client's failure to comply with this AUP
may result in Everbridge taking action anywhere from a warning, to a suspension or termination of
Service. Everbridge will endeavor to provide notice to Customer prior to any suspension or
termination of Service, but may immediately suspend or terminate in instances where continued
provision of Service may cause significant harm to Everbridge, the Service or other clients.
Changes to the Terms of Use
Everbridge reserves the right to modify this AUP from time -to -time, in its sole discretion, effective
upon posting a revised copy of the Acceptable Use Policy on http://www.everbridge.com/aup. Any
use of Everbridge network and Services after such modification shall constitute acceptance of such
modification. Any violation shall be sent to http://www.everbridge.com/contact-us.
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.
MEMORANDUM OF AGREEMENT
BETWEEN THE FLORIDA DIVISION OF EMERGENCY MANAGEMENT AND
THE CITY OF SEBASTIAN
This Memorandum of Agreement (the "Agreement") is made and entered into by
the Florida Division of Emergency Management (hereinafter referred to as the
"Division") and the City of Sebastian (hereinafter referred to as the "Subdivision").
WHEREAS Section 252.35(2)(a)6, Florida Statutes (2015), (F.S.), requires the
Division to establish a system of communications and warning to ensure that the state's
population and emergency management agencies are warned of developing emergency
situations and can communicate emergency response decisions;
WHEREAS the Division has executed contract DEM-16-PG-E4-13-00-22-379
with Everbridge, Inc. for the provision of Statewide alert and mass notification services
in support of its AlertFlorida Initiative, hereinafter referred to as the "notification system;"
WHEREAS the Division is funding and providing the notification system at no
local cost to eligible subdivisions for the initial contract and all renewal years (ending on
June 30, 2019), contingent upon an annual appropriation by the Florida Legislature;
WHEREAS Section 252.38 F.S. establishes Emergency Management powers of
political subdivisions and constructs safeguarding the life and property of its citizens as
an innate responsibility of the governing political body of each political subdivision of the
state, and;
WHEREAS the Subdivision desires to utilize the notification system provided by
the Division to transmit alerts, notifications, and other authorized public safety
messaging to residents, businesses, and visitors located in or transiting through their
political subdivision, while performing its powers under section.252.38 F.S.
NOW, THEREFORE, in consideration of the cooperative effort between the
parties contained herein, the parties agree as follows:
1. TERM OF AGREEMENT
This agreement is effective on the date of execution by the last -signing party and
shall remain in effect for the duration of services provided under contract DEM-16-
PG-E4-13-00-22-379, but no later than June 30, 2019.
2. DUTIES AND RESPONSIBILITIES
A. Division of Emergency Management
The Division:
I. Has assigned a contract manager for the notification system pursuant to
section 287.057(14) F.S. who will enforce the performance of the contract
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terms and conditions and serve as a liaison with the contractor,
Everbridge Inc.
II. Reserves the right to access any political subdivision's account or
organization in the system for purposes of contract management, and to
monitor system activity and usage.
III. Will limit the number of personnel with high-level administrative access
credentials to the system, and will take reasonable efforts to prevent the
unauthorized disclosure of contact information protected under section
119.071(5)0) F.S.
IV. Reserves the right to launch a statewide notification to all available "opt -in"
contact data in the system resulting from a catastrophic natural or
technological disaster, a widespread public health emergency, an
imminent or actual attack of a foreign military power, or a similar
emergency where a delay to coordinate locally -initiated notifications would
endanger the health and safety of the State's population.
V. Reserves the right to require certain notification subscription options be
set to "mandatory" in a subdivision's public -facing opt -in portal, including:
a. Tornado Warnings
b. Flash Flood Warnings
c. Hurricane Warnings
d. Statewide Notifications
e. Countywide Notifications
VI. Will, upon termination of the contract, distribute the system's recipient
contact data to the Subdivision as specified in Minimum Support
Requirement number eight of the contract's Scope of Work.
B. The City of Sebastian
The Subdivision:
I. Acknowledges the terms and conditions of the Division's contract,
which is attached hereunto, and agrees to abide by the applicable
terms thereof, specifically the Everbridge Core Platform Agreement,
incorporated in the contract as Exhibit "E" and the Everbridge
Acceptable Use Policy, available via http://www.everbridge.com/aup
and incorporated in the contract as Exhibit "F."
II. Agrees to place a "powered by AlertFlorida" icon that shall encompass
no greater or less than 10% the banner image of the Subdivision's
public -facing opt -in portal(s) for continuity with statewide branding.
III. Acknowledges the following authorized uses of the system and agrees
to limit use of the system to those uses, defined by the Division as the
following categories of notifications:
a. Population protective actions, such as evacuation orders, shelter -
in -place warnings, boil water notices, and similar actions;
b. Emeraencv oreoaredness and response information, such as the
availability of sand bag stations for flood -fighting efforts, notification
of planned or anticipated disruption of municipal services &
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VI.
municipal or commercial utilities, the establishment of emergency
shelters, implementation of curfews and other law enforcement
security measures, the designation of security zones around
specific planned events, the establishment of keywords for event -
specific messaging, and other similar messaging that conveys a
change in the Subdivision's steady-state operational posture;
c. Disaster recovery information, such as the location of disaster
recovery centers, availability of voluntary agency or governmental
disaster recovery assistance, and updates on debris clearance and
the allowance of re-entry into a portion of the subdivision impacted
by a disaster;
d. Emergencv preparedness exercises, including operational tests of
notification capability and public notification of functional or full-
scale public safety and emergency management exercises
occurring within the jurisdiction;
e. Law enforcement searches for a missing person or a manhunt for
escaped convicts or suspects evading arrest;
f. Automated weather warninqs provided by the National Weather
Service;
g. Notification and recall of Subdivision emolovees, contractors, and
other response partners that support the activation of the
Subdivision's Emergency Operations Center or supplement the
staffing of existing public safety response and recovery functions,
including the staffing of specialty response teams, and;
Acknowledges that while the contract provides access to Integrated
Public Alert and Warning System (IPAWS) and Emergency Alert
System (EAS) initiation features, the Division will NOT approve
requests for Collaborative Operating Group (COG) licenses that
originate from political subdivisions below the COUNTY level, as the
alerting systems accessible through IPAWS are capable of transmitting
alerts across jurisdictional boundaries.
Agrees to make a reasonable effort to supply the Division with
requested information about any existing or recent local contracts for
mass notification services, for the purpose of developing quantitative
cost impact and qualitative notification capability measures in support
of legislative budget requests for continued funding of the initiative.
Agrees to develop a written Standard Operating Procedure (SOP) that
governs access to and use of the notification system within the
Subdivision, to include, at minimum, the following topics:
a. Defining the local organization administrator(s);
b. Defining procedures for requesting administrative access within the
jurisdiction and the training requirements for granting such access;
c. Establishing a message drafting and approval process;
d. Discussing the difference between "opt -in" and "opt -out" contact
data, limiting the use of "opt -out" data to imminent or actual life
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threatening emergencies, and considering the time of day when
initiating notifications that use "opt -out" data, and;
e. Specifying the responsibility and frequency of periodically reviewing
all administrative user accounts within the County's organization(s)
to validate the continued relationship and need for access of each
current user.
The SOP must be developed within 60 days of the effective date of this
agreement and is subject to review by the Division at any time during
the agreement.
VII. Acknowledges that Everbridge, Inc. provides additional notification
system capabilities and services which are not covered under the
Division's contract for the notification system (hereafter referred to as
"non -covered services"). If the Subdivision desires to enhance their
notification capabilities by adding non -covered services to their
organization(s), then the Subdivision will be responsible for any
additional costs incurred as a result of adding those services, plus any
costs arising from technical support of the non -covered services,
payable directly to Everbridge. The Subdivision will notify the Division
of its intent to add non -covered services prior to deployment, and will
provide an additional notification after deployment, with the intent of
maintaining visibility on the vendor's provision of support and
maintenance on covered features.
3. POINTS OF CONTACT
The parties shall direct all matters arising in connection with the performance of this
Agreement to the attention of the respective contact persons named below for
resolution or action:
For the Division:
Brian Misner, Special Projects Coordinator
2555 Shumard Oak Boulevard
Tallahassee, Florida 32399
Telephone: 850-922-5332
Email: brian.misner@em.myflorida.com
4. TERMINATION OF AGREEMENT
For the Subdivision:
Name: Joe Griffin, City Manager
Address 1225 Main Street
City, State, Zip Sebastian, FL 32958
Telephone: 772-388-8200
Email: jgriffin@cityofsebastian.org
The parties may terminate this Agreement at any time upon thirty days' written
notice to the points of contact specified herein.
5. LIABILITY
Each party hereto agrees that it shall be solely responsible for the negligent or
wrongful acts of its employees and agents. Nothing contained herein shall constitute
a waiver by either party of its sovereign immunity or the provisions of 768.28, F.S.
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Nothing herein shall be construed as consent by either party to be sued by third
parties.
6. ATTACHMENTS
The following attachments are incorporated hereunto by reference:
A. Attachment 1 — Definitions
B. Attachment 2 — Contract DEM-16-PG-E4-13-00-22-379 between the Division and
Everbridge, Inc.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives on the dates appearing beneath their
respective signatures.
FLORIDA DIVISION OF EMERGENCY CITY OF SEBASTIAN
MANAGEMENT
M
M
Joe Griffin, City Manager
Date Date
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