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2013-28225 Reso RESOLUTION NO. 2013-28225 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING, BY A 5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CASSIDIAN COMMUNICATIONS, INC., FOR AN INITIAL TERM OF TWO (2) YEARS, WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL YEARS, IN THE ANNUAL AMOUNT OF $12,415. WHEREAS, the City has been using a citizen notification system, formerly called Reverse 911 (R911) which was upgraded to the Communicator NXT product line (CNXT), since 2003; and WHEREAS, the R911 system lets the user draw a boundary on a map of Miami Beach, record an audio message, and then send it to all the landline telephone numbers within the boundary drawn on the map; and WHEREAS, delivering a one minute message citywide to the over 35,000 numbers in the AT&T database using R911 took multiple days; and WHEREAS, to address this challenge, the R911 system was upgraded to the CNXT system; and WHEREAS, after the upgrade, delivering a citywide message to the over 35,000 numbers in the AT&T database took hours instead of days; and WHEREAS, Cassidian Communications is the inventor, owner, installer, trainer, and support provider of the R911 and CNXT product lines; and WHEREAS, the Police Department currently uses a module from the CNXT product line that allows them to launch call campaigns to telephone number lists that they have created and configured, based on function, for their different callout scenarios (SWAT, Command Staff, etc.); and WHEREAS, the Finance Department uses a module from the CNXT product line that allows them to load the list of telephone numbers of water utility accounts that are about to be disconnected in order to send out final notices before disconnection; and WHEREAS, the CNXT system also has a module that allows anyone interested in receiving notification calls to their cellphone, to register the number and click on a map to associate the number with a location so that audio messages relevant to that location are sent to their cellphone in addition to the call to the landline associated with the location. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby waive, by a 5/7'h vote, the formal competitive bidding requirements, finding such waiver to be in the City's best interest, and authorize the Mayor and City Clerk to execute an agreement with Cassidian Communications, Inc., for an initial term of two (2) years, with the option to renew for two (2) additional years, in the annual amount of$12,415. PASSED and ADOPTED this_s��• day of June, 2013. ATTEST: ? ERR KA ER RAFAEL GRANADO, C TY CLERK :INCORP ORATED: 1l1, TAAGENDA\2013\June 5\Cassidian Waiver of Comp Bid - reso.docx APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION neyil ck Date COMMISSION ITEM SUMMARY Condensed Title: A resolution waiving by 5/7 vote, the formal competitive bidding requirements, finding such waiver to be in the City's best interest, and authorizing the Mayor and City Clerk to execute an agreement with Cassidian Communications, Inc., for an initial term of two (2) years, with the option to renew for two (2)additional years, in the annual amount of$12,415. Key Intended Outcome Supported: Improve process through Information Technology. Supporting Data (Surveys, Environmental Scan, etc.): Item Summary/Recommendation: The City has been using a citizen notification system, formerly called Reverse 911 (R911) which was upgraded to the Communicator NXT product line (CNXT), since 2003. In 2003, R911 worked on a server that used 24 phone lines to deliver a customizable recorded message to the citizens of Miami Beach. The R911 system lets the user draw a boundary on a map of Miami Beach, record an audio message, and then send it to all the landline telephone numbers within the boundary drawn on the map. Since R911 was purchased, the system was used to deliver numerous emergency messages such as hurricane evacuation notices and mandatory boil water orders resulting from water main breaks. Delivering a one minute message citywide to the over 35,000 numbers in the AT&T database using 24 phone lines took multiple days. It was possible for an important message to become irrelevant before the system was done delivering it. To address this challenge, the R911 system was upgraded to the CNXT system. This upgrade allowed the CNXT system to be hosted by the vendor so that it now used thousands of phone lines, instead of the 24 it previously used, to deliver its phone calls. After the upgrade, delivering a citywide message to the over 35,000 numbers in the AT&T database took hours instead of days. The Police Department currently uses a module from the CNXT product line that allows them to launch call campaigns to telephone number lists that they have created and configured, based on function, for their different callout scenarios(SWAT, Command Staff, etc.). The Finance Department uses a module from the CNXT product line that allows them to load the list of telephone numbers of water utility accounts that are about to be disconnected in order to send out final notices before disconnection. The Finance Department has indicated that using the system has allowed them to increase their collections and has reduced the number of disconnect orders issued. The CNXT system also has a module that allows anyone interested in receiving notification calls to their celphone, to register the number and click on a map to associate the number with a location so that audio messages relevant to that location are sent to their celphone in addition to the call to the landline associated with the location. Financial Information: Source of Amount Account Funds: 1 $12,415 550-1750-000325 Information Technology 2 3 OBPI Total $12,415 Financial Impact Summary: City Clerk's Office Legislative Tracking: Gladys Gonzalez-5775 Sign-Offs: Department Dir Assistant City Manager City Mana r GG JMT JLM TAGENDAVOMApril 17\Com i si Summary arver Comp Bid-Food Snacks-All departments 417-13.doc M AGENDA ITEM C 7r DATE &-5-43 . ® MIAMI BEACH City of Miami Beath, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachf.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and M mbers of he City Commission FROM: Jimmy L. Morales, City Manage DATE: June 5, 2013 SUBJECT: A RESOLUTION OF THE MAYO ND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WAIVING, B A 5/7THS VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENTS, FINDING SUCH WAIVER TO BE IN THE CITY'S BEST INTEREST, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH CASSIDIAN COMMUNICATIONS, INC., FOR AN INITIAL TERM OF TWO (2) YEARS, WITH THE OPTION TO RENEW FOR TWO (2) ADDITIONAL YEARS, IN THE ANNUAL AMOUNT OF $12,415. FUNDING $12,415 550-1750-000325— Information Technology Department FY 12/13, funding for future years will be included in the future year budget requests. ADMINISTRATION RECOMMENDATION Approve the Resolution KEY INTENDED OUTCOME SUPPORTED Improve process through Information Technology. BACKGROUND The City has been using a citizen notification system, formerly called Reverse 911 (R911)which was upgraded to the Communicator NXT product line (CNXT), since 2003. In 2003, R911 worked on a server that used 24 phone lines to deliver a customizable recorded message to the citizens of Miami Beach. R911 used a database, purchased from AT&T, of all listed and unlisted numbers with geographic coordinates matched to their service address. The purchased database could only be used for this citizen notification system. The R911 system lets the user draw a boundary on a map of Miami Beach, record an audio message, and then send it to all the landline telephone numbers within the boundary drawn on the map. Since R911 was purchased, the system was used to deliver numerous emergency messages such as hurricane evacuation notices and mandatory boil water orders resulting from water main breaks. The system worked well, but one of the challenges it presented is that of delivering a citywide message in a timely manner. Delivering a one minute message citywide to the over 35,000 numbers in the AT&T database using 24 phone lines took multiple days. It was possible for an important message to become irrelevant before the system was done delivering it. To address this challenge, the R911 system was upgraded to the CNXT system. This upgrade allowed the CNXT system to be hosted by the vendor so that it now used thousands of phone lines, instead of the 24 it previously used, to Resolution Waiving Competitive Bidding for Cassidian Communications City Commission Meeting June 5,2013 Page 2 of 2 deliver its phone calls. After the upgrade, delivering a citywide message to the over 35,000 numbers in the AT&T database took hours instead of days. Cassidian Communications is the inventor, owner, installer, trainer, and support provider of the R911 and CNXT product lines. CNXT is available for any department to use but is mainly used by the following departments at the city of Miami Beach: City Manager's Office, Police Department, Fire Department, and Public Works Department. CNXT's use is coordinated through the IT Department with City Manager approval required for each session launched. The Police Department currently uses a module from the CNXT product line that allows them to launch call campaigns to telephone number lists that they have created and configured, based on function, for their different callout scenarios (SWAT, Command Staff, etc.). The Finance Department uses a module from the CNXT product line that allows them to load the list of telephone numbers of water utility accounts that are about to be disconnected in order to send out final notices before disconnection. The Finance Department has indicated that using the system has allowed them to increase their collections and has reduced the number of disconnect orders issued. The CNXT system also has a module that allows anyone interested in receiving notification calls to their cellphone, to register the number and click on a map to associate the number with a location so that audio messages relevant to that location are sent to their cellphone in addition to the call to the landline associated with the location. CONCLUSION In order to ensure that the City Departments and the other City organizations are able to continue to use the citizen's notification system that has been configured and set up to function as required by the departments, the Administration recommends the Mayor and City Commission adopt this resolution waiving by 5/7h vote, the formal competitive bidding requirements, finding such waiver to be in the City's best interest. JLM/JMT/GG CADATA\Reverse 911 &cassidian\waiver of competitive bid\Cassidian Waiver of Comp Bid-memo.docx SERVICE AGREEMENT This Service Agreement("Agreement")is entered into by and between Cassidian Communications,Inc.,a California corporation ("Cassidian Communications"), located at 42505 Rio Nedo, Temecula, CA 92590, or its authorized reseller,and City of Miami Beach,Florida,("Licensee"),located at 1100 Washington Ave.,Miami Beach,FL 33139. Both Cassidian Communications and Customer may alternatively be referred to as a"Party"and collectively as the "Parties". 1. Deflnitions. 1.1 "Content" means the audio and visual information, Documentation, Software, products and services contained or made available to Customer in the course of using the Service. 1.2 "Customer Data" means any data, information or material that Customer submits to the Service in the course of using the Service. 1.3 "Documentation"means on-line material provided by Cassidian Communications or its authorized reseller to assist Customer in the use of the Service. 1.4 "Initial Service Term" means the period of time commencing on the online date for Services("Effective Date")and ending 2 year(s)after such date. 1.5 "Cassidian Communications Technology" means the Cassidian Communications provided technology (including but not limited to Documentation, Software, hardware, equipment, products, processes, algorithms, user interfaces, know-how,techniques, designs, and other tangible or intangible technical material or information)made available to you by Cassidian Communications in providing the Service. 1.6 "Software"means the application software programs and any updates,modifications and corrections thereto to which Cassidian Communications has granted access to Customer as part of the Service hereunder. 1.7 "Service"means the emergency notification system accessible via the Internet and all associated applications and modules identified in the Customer Proposal and purchased by Customer and all ancillary online or ofEline products and services provided to Customer by Cassidian Communications hereafter. 1.8 "User" shall refer to Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied with user identifications and passwords by Customer. 2. Payment and Taxes. 2.1 Customer's Purchase. In consideration of the fees described herein, Cassidian Communications or its authorized reseller shall provide Customer with access to the Service as described herein and as governed by the terms and conditions of this Agreement,accepted proposal,and incorporated documents.Additional services may be added by the parties throughout the term of this Agreement through subsequent proposal issued by Cassidian Communications, which may be accepted through Licensee purchase order and shall be governed by the terms and conditions set forth under this Agreement. 2.2 Fees of Service. For the Initial Service Term,Customer will pay Cassidian Communications or its authorized reseller the amount set forth in the issued proposal. Payment shall be made within thirty(30)days of the Effective Date. Immediately following the Initial Service Term,this Agreement may be renewed at the Licensee's option for an additional two (2) year tern ("Renewal Tenn"). Cassidian Communications or its authorized reseller shall invoice Customer for the renewal term sixty(60)calendar days prior to the then in effect term. Payment on the renewal invoice shall be due on or before the expiration of the then in effect term. 2.3 Calling Minutes/SMS Messages. Plan shall remain as is and as noted in Proposal DIR42082, below, which is incorporated herein by this reference. 2.4 Taxes. Customer will pay all taxes based on this Agreement or any product or services related thereto, excluding taxes based on Cassidian Communications' income, but including personal property taxes, if any. All shipping and insurance charges for products shipped between Cassidian Communications and Customer will be paid by Customer. 2.5 Late Charges. In addition to any other remedy available to Cassidian Communications,for a late payment by Customer,Customer shall pay a charge of 1.5%per month,or the maximum percentage permitted by applicable law, whichever is lots,on any amount not paid when due. I 3. License.Access and Use of the Service. 3.1 License: Cassidian Communications hereby grants Customer a non-exclusive, non-transferable, worldwide right to use the Service,solely for Customer's internal business purposes,subject to the terms and conditions of this Agreement. All rights not expressly granted to Customer are reserved by Cassidian Communications and its licensors. 3.2 Access: Customer and Cassidian Communications shall agree upon,prior to Customer's use of the Service,the offices and Users authorized to access the Service and such Users shall be identified in writing in advance by Customer. Customer may modify the Users of the Service by providing advance written notice to Cassidian Communications. Customer may authorize access for the number of simultaneous,concurrent Users of the Service at any given time. Passwords provided for Service access may be used only by authorized personnel. Neither Customer nor its authorized personnel shall divulge,sublicense,assign or transfer to any third party passwords established for access to the Service.Customer shall be responsible for the confidentiality and security of its User identifications and passwords. 3.3 Customer Responsibilities: Customer is responsible for all activity occurring in its User accounts and shall abide by all applicable local,state,national and foreign law,treaties and regulations in connection with Customer's use of the Service,including but not limited to data privacy,security,international communications and the transmission of technical or personal data. Customer.shall: (i) Prevent unauthorized access to the Service and notify Cassidian Communications immediately of any unauthorized use of any password or account or any other known or suspected breach of security;(ii)report to Cassidian Communications immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer;and(iii)ensure that use of the Service by all of Customer's Users is in compliance with this Agreement. E 3.4 Restrictions: Customer shall not(i) license,sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;(ii)modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "flume" or "mirror"any Content on any other server or wireless or Internet-based device;(iv)send spam or otherwise duplicative or unsolicited messages in violation of applicable law;(v)send or store infringing,obscene,threatening, libelous,or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights;(iv)send or store material containing software viruses,worms,Trojan horses or other harmful computer code, files,scripts,agents or programs;(vii)interfere with or disrupt the integrity or performance of the Service or the data contained therein,including but not limited to Customer Data;(viii)attempt to gain unauthorized access to the Service or its related systems or networks;(ix)reverse engineer or access the Service in order to(a)build a competitive product or service,(b)build a product using similar ideas,features,functions or graphics of the Service,or(c)copy any ideas, features,functions or graphics of the Service. 4. Customer Data. Cassidian Communications does not own any data,information or material that Customer submits i to the Service in the course of using the Service("Customer Data"). Customer shall have sole responsibility for the accuracy,quality,integrity,legality,reliability,appropriateness and intellectual property ownership or right to use of all Customer Data. Cassidian Communications shall not be responsible or liable for the deletion,correction,destruction, i damage loss or failure to store any Customer Data. Customer shall maintain a copy of all Customer Data. Customer is solely responsible for adherence to any privacy act or regulation regarding such Customer Data and Cassidian Communications will have no responsibility with respect to the same. Regarding any self registration portal tool purchased or licensed by Customer through or with Cassidian Communications, Customer shall assume all duties, obligations and compliance with any applicable law regarding its use,including but not limited to the gathering,storage and dissemination of such Customer Data. Customer shall also be solely responsible for communicating any applicable notices or terms of use to its registrants. These duties and obligations are non-delegable by Customer to Cassidian Communications. S.Privacy and Security:Disclosure. Cassidian Communications'Data Security and Encryption Policy and Hosting Center Policy are available upon Customer request. Cassidian Communications reserves the right to modify these policies in its reasonable discretion from time to time. Note that because the Service is a hosted,online application, Cassidian Communications may need to notify all Users of the Service of important announcements regarding the ! operation of the Service and will use Customer information for that purpose. 6. Tralnina and Suimort Services 6.1 Training. Training,if purchased by Customer,will be reflected on the corresponding invoice. 6.2 Subject to the terms and conditions of this Agreement and provided that Customer pays all applicable fees related to the Service,Cassidian Communications shall provide Customer with support described in this Agreement and as more particularly described in Cassidian Communications'Technical Service Center Support Plan('TSC Support Plan')a copy of which may be viewed at http://support.cassidiancommunications.com and is incorporated herein by reference. Cassidian Communications reserves the right to modify the terms and conditions of the Technical Service Center Support Plan at any time,effective upon posting of an updated version. Customer is responsible for regularly reviewing the TSC Support Plan. Continued use of the Service after any such changes shall constitute Customer's consent to such changes. 7. Warranty. 7.1 Warranty. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. Cassidian Communications represents and warrants that it will provide the Service in a manner consistent with general industry standard reasonably applicable to the provision thereof and that the Services will perform substantially in accordance with the online Cassidian Communications Documentation under normal use and circumstances. The Customer represents and warrants that it has not falsely identified itself or provided any false information to gain access to the Service. 7.1.1 During the Initial Service Term,Cassidian Communications will provide such assistance as it deems reasonably necessary to cause the Cassidian Communications Service to perform materially in accordance with the then current Documentation provided that Customer's use is in accordance with this Agreement and the Documentation. 7.1.2 Customer's Remedy: CUSTOMER'S EXCLUSIVE REMEDY, AND CASSIDIAN COMMUNICATIONS ENTIRE LIABILITY IN CONTRACT,TORT OR OTHERWISE FOR BREACH OF ANY OF THE ABOVE WARRANTIES WILL BE TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO PROVIDE A CORRECTION OR WORK AROUND FOR ANY MATERIAL NONCONFORMITY WHICH IS(i) REPORTED TO CASSIDIAN COMMUNICATIONS BY CUSTOMER WHILE CASSIDIAN COMMUNICATIONS IS OBLIGATED TO PERFORM SUPPORT SERVICES AND (ii) REPRODUCIBLE BY CASSIDIAN COMMUNICATIONS IN THE EXECUTION ENVIRONMENT. i( 7.2 Disclaimer of Warranties. THE EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES. CASSIDIAN Ji COMMUNICATIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. CASSIDIAN COMMUNICATIONS DOES NOT �I WARRANT THAT THE SOFTWARE OR SERVICE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF THE CASSIDIAN COMMUNICATIONS SERVICE IS USED IN EMERGENCY SITUATIONS, THEN THE SERVICE IS INTENDED TO ONLY INCREASE THE NOTICE WHICH WILL BE GIVEN. THERE IS AND CAN NOT BE ANY GUARANTEE THAT ALL PERSONS INTENDED TO BE I CONTACTED WILL BE CONTACTED. CASSIDIAN COMMUNICATIONS ACCEPTS NO i RESPONS113 LITY FOR ANY FAILURE OF THE CASSIDIAN COMMUNICATIONS SERVICE TO CONTACT ANY PERSON OR PERSONS AND IS NOT RESPONSIBLE FOR ANY DAMAGE OR INJURY WHICH RESULTS FROM ANY FAILURE TO CONTACT ANYONE. 7.3 The warranties in this Section 7 will not apply to any defects or problems caused in whole or part by(i)defects in any equipment,(ii)failure of any portion of equipment to function in accordance with manufacturer's specifications, (iii) modifications or enhancements made to the Service by anyone other than Cassidian Communications,(iv)any 1 software,hardware,firmware,peripheral or communication devices used with the Service not provided by or approved of in writing by Cassidian Communications, (v) failure of Customer or any third party to follow Cassidian Communications' most current instructions for proper use of the Service, (vi) negligence of Customer or any third party, or (vii) failure to install and use the updates, modifications and corrections provided by Cassidian Communications. If Customer falls within any of the foregoing exceptions and requests Cassidian Communications to provide support services for such defect or problem,Customer will pay Cassidian Communications for such services at Cassidian Communications'then current hourly rate. 7.4 Intellectual Property, Trademark and Copyright. Cassidian Communications retains ownership of the Software and Service, any portions or copies thereof, and all rights therein. Cassidian Communications reserves all I rights not expressly granted to Customer.This Agreement does not grant Customer any rights in connection with any trademarks or service marks of Cassidian Communications, its suppliers or licensors. All right, title, interest and copyrights in and to the Software, Service and Documentation and any copies thereof are owned by Cassidian Communications,its suppliers or licensors. All title and intellectual property rights in and to the Content which may be accessed through use of the Service is the property of the respective Content owner and may be protected by applicable I copyright or other intellectual property laws and treaties. This Agreement grants Customer no rights to use such Content. i S. Limitation of Liability. IN NO EVENT WILL CASSIDIAN COMMUNICATIONS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, i INCLUDING WITHOUT LIMITATION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE I i USE OF OR INABILITY TO USE THE SERVICE OR SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF CASSIDIAN COMMUNICATIONS HAS BEEN ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. CASSIDIAN COMMUNICATIONS'S TOTAL LIABILITY TO CUSTOMER HEREUNDER, IF ANY, WILL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID TO CASSIDIAN COMMUNICATIONS HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9. Confldentlalltv. A party receiving Information (defined below)of the other will not disclose such Information other than to persons in its organization who have a need to know and who will be required to comply with this Section 9. The party receiving Information will not use such Information for a purpose inconsistent with the terms of this Agreement. "Information"means the Software,Documentation and all information and intellectual property related thereto(including,but not limited to all databases provided to Customer by Cassidian Communications whether created by Cassidian Communications or its third party licensors such as,without limitation,the mapping product databases)as well as information related to the business of Cassidian Communications or Customer. Information will not include:(i) information publicly known prior to disclosure; (ii) information coming into the lawful possession of the recipient without any confidentiality obligation;(iii)information required to be disclosed pursuant to regulatory action or court order;and(iv)information subject to disclosure pursuant to Florida Public Records law including,without limitation, i Chapter 119 of the Florida Statutes,provided adequate prior written notice of any request to disclose is given to the I party whose Information is to be disclosed. Each party will exercise at least the same degree of care to safeguard the j confidentiality of the other's Information as it does to safeguard its own proprietary confidential information,but not i less than a reasonable degree of care. 10. Infringement Indemnity. With the exception of any third party software, hardware or equipment that may be provided under this Agreement,Cassidian Communications agrees to hold Customer harmless from liability to third parties resulting from infringement of any United States patent or copyright or trade secret by the Cassidian Communications software purchased hereunder and Cassidian Communications further agrees to pay all damages and costs, including reasonable legal fees, which may be assessed against Customer under any such claim or action. Cassidian Communications shall be released from the foregoing obligation unless Customer provides Cassidian Communications with(i)written notice within fifteen(15)days of the date Customer first becomes aware of such a claim or action,or possibility thereof;(ii)sole control and authority over the defense or settlement thereof; and(iii) proper and full information and assistance to settle and/or defend any such claim or action. Without limiting the foregoing,if a final injunction is,or Cassidian Communications believes,in its sole discretion,is likely to be,entered prohibiting the use of the software by Customer as contemplated herein, Cassidian Communications will,at its sole option and expense,either(a)procure for Customer the right to use the infringing software as provided herein or(b) i replace the infringing software with noninfringing, functionally equivalent products, or (c) suitably modify the infringing software so that it is not infringing; or(d) in the event(a),(b) and(c)are not commercially reasonable, terminate the license, accept return of the infringing software and refund to Customer an equitable portion of the license fee paid therefor. Except as specified above, Cassidian Communications will not be liable for any costs or j expenses incurred without its prior written authorization. Notwithstanding the foregoing,Cassidian Communications assumes no liability for infringement claims with respect to software(i)not supplied by Cassidian Communications, (ii) made in whole or in part in accordance to Customer's specifications, (iii) that is modified after delivery by Cassidian Communications,(iv)combined with other products,processes or materials where the alleged infringement relates to such combination,(v)where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement,or(vi)where Customer's use of the software is not strictly in accordance with this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CASSIDIAN COMMUNICATIONS AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE. 11.lnlunctive Relief. Each patty acknowledges that a violation or threatened violation by it of Section 9 hereof would result in damage that is largely intangible but nonetheless real and that is incapable of complete remedy by award of damages. Thus,such violation or threatened violation will give the injured party the right to a court-ordered injunction to specifically enforce such covenant or obligation. The party in violation of any such section shall pay as damages reasonable expenses,including but not limited to attorney fees,incurred in obtaining specific enforcement. 12.Term. This Agreement will commence upon the Effective Date and shall end two(2)years after such date. During the Initial Service Term,this Agreement shall not be terminable by Licensee,except in instances of material breach ` (described below).Immediately following the Initial Service Term,this Agreement may be renewed at the Licensee's option for an additional two(2)year term("Renewal Tern")in accordance with Paragraph 2.2,above. i 13.Termination. 13.1 Cassidian Communications may terminate this Agreement without further obligation or liability to Customer if 13.1.1 Customer fails to timely pay any amounts due under this Agreement and fails to make such payments within ten(10)days of written notice from Cassidian Communications; 13.1.2 Customer commits any material breach of this Agreement and fails to remedy such breach within ten (10)days of written notice from Cassidian Communications;or 13.1.3 Customer becomes the subject of a petition in bankruptcy;is or becomes insolvent;or admits a general inability to pay its debts as they become due. 13.2 Customer may terminate this Agreement if Cassidian Communications commits any material breach of this Agreement and fails to remedy such breach within thirty(30)days of written notice from Customer. 13.3 Upon termination or expiration of this Agreement, Customer shall be prohibited from further use of the Service and shall promptly return copies of any Documentation in its possession,if any,to Cassidian Communications. All amounts owed to Cassidian Communications,including but not limited to amounts due for setup services provided by Cassidian Communications, shall be immediately due and payable, and Cassidian Communications will cease performance of all obligations hereunder without liability to Customer. Sections g,9, 10, 11, 12, 14.3, 16 and 21 will survive termination or expiration. Upon termination, Customer shall have sixty (60) days to notify Cassidian Communications if it opts to have Customer Data returned by Cassidian Communications at the expense of Customer. In the event termination is due to Customer's failure to pay all fees due hereunder,Cassidian Communications reserves 1 the right to withhold return of Customer Data until paid in full. if Customer does not contact Cassidian 1 Communications during such 60 day timeframe and/or all fees are not paid current during that timeframe,Cassidian Communications may destroy the Customer Data. Cassidian Communications has no obligation to provide transition services in connection with Customer's election to utilize an alternative vendor. 14.Local Laws and Export Control. The Service utilizes Software and Technology that may be subject to United States export controls administered by the U.S. Department of Commerce,U.S. Department of State,U.S.Department of Treasury Office of Foreign Assets Control,and other U.S. agencies. The Customer acknowledges and agrees that the Service shall not be used, and none of the underlying information,Customer Data, Software, Documentation or Cassidian Communications Technology may be transferred or otherwise exported or rc-exported to countries as to which the United States maintains an embargo(collectively"Embargoed Countries"),or to or by a national or resident j thereof,or any person or entity on the U.S.Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders(collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service Customer represents and warrants that is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to strictly comply with all U.S export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15. C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Cassidian Communications and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses this Service from outside the United States,Customer is solely responsible for compliance with all applicable laws,including without limitation,export and import regulations of other countries. Any diversion of the Customer Data,Cassidian Communications Technology and/or Content contrary to United States law is strictly prohibited. 15.Other Remedies. Cassidian Communications'rights and remedies under this Agreement will be cumulative and in addition to all other rights and remedies available to Cassidian Communications in law and in equity. 16.Asslenment. Neither this Agreement nor any rights or duties hereunder may be transferred,assigned,sublicensed or otherwise disposed of by Customer to a third party, by operation of law or otherwise, without Cassidian Communications' prior written consent. Notwithstanding the foregoing, Cassidian Communications may assign its interests to a parent or affiliate company in the event of sale or merger of its assets so long as the acquiring entity agrees to assume all of Cassidian Communications'duties and obligations hereunder. 17. Partial Invalidity. If any provision of this Agreement is ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction,the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected. 18.Modification. Welver. Cassidian Communications reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement online. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such change shall constitute your consent to such change. No term or condition of this Agreement may be waived except in writing signed by the party charged with waiver. A waiver will operate only as to the specific term or condition waived and will not constitute a waiver for the future. 19.Notice. All notices and other communications required or contemplated herein will be in writing and delivered either by (i) personal delivery; (ii) expedited messenger service; or (iii) postage prepaid return receipt requested certified mail; at the addresses first written above or such other address as the intended recipient previously has designated by written notice to the sender. 20.Governing Law. This Agreement will be governed exclusively by the laws of the State of Florida,without regard to its conflict of laws provisions. All parties agree that venue regarding any action arising hereunder will be Miami- Dade County,Florida. 21.Third Party Beneflelarles. None of the provisions of this Agreement is intended by the parties,nor shall they be deemed,to confer any benefit on any person not a party to this Agreement. 22.Independent Contractors. The relationship of the parties hereunder will be one of independent contractors and not that of a franchise,joint venture or employer. Neither party will have,and neither of them will represent to any other person that it has, any power, right or authority to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other, except as expressly provided by this Agreement or as otherwise permitted in writing signed by both parties. 23.Entire Agreement.This Agreement and its schedules constitute the entire agreement of the parties with respect to the subject matter hereof,and supersede and cancel all prior agreements between the parties,written,oral or implied with respect to the subject matter hereof. The terms of any customer-provided purchase order or invoice concerning any product or service provided hereunder will not serve to replace,modify or supersede the terms of this Agreement. The terms of this Agreement shall prevail for any and all purposes. i 24.Headings Headings are included in this Agreement for convenience only and are not to be deemed to be part of this Agreement. The interpretation of this Agreement will not be affected by any heading herein. 23. Force Maleure. In the event an act of government, war, fire,flood,act of God,power shortages or blackouts, breakdown of telephone lines and services, failure of the Internet, or other causes beyond the reasonable control of j Cassidian Communications prevents Cassidian Communications from performing in accordance with the terms of this Agreement,such nonperformance shall be excused and shall not be considered a breach or default for so long as such conditions prevail. CASSIDIAN COMMUNICATIONS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CASSIDIAN COMMUNICATIONS 1S NOT RESPONSIBLE FOR AND SHALL HAVE i NO LIABILITY FOR SUCH DELAY,DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM SUCH � I PROBLEMS. 26.Customer hereby provides its consent to be identified as a customer in sales announcements or other marketing material generated by Cassidian Communications from time to time during the term of this Agreement. B J Cassidlan Communications,Inc. By. pI RATED? Title:�r�tYJ Date: Customer The City f iami Beach Florida ATTEST By: Title: Vii APPROVED AS TO FORM&LANGUAGE Date: Cp° ) 8t FOR ECUTION s m Date HOSTED NSS EMERGENCY NOTIFICATION PROPOSAL Miami Beach Police Department Customer#6368 Customer POC: Ariel Sosa Date: April 2, 2013 arielsosa(amiamibeachfl.g Account Exec: Hope Baker Proposal No: DIR42082—Valid 60 days 615-435-4872 Solution Offered: Hosted The Communicator!°NXTT"and GeoCasto Web T11 Term: 2 years Includes: • Customized Self Registration Portal (GCW)—US English/Spanish ➢ Collection of Cell Phone Numbers, VOID, Emails ➢ Automatically Geocodes Registrants • GeoCast Web Mass Call ➢ Includes 40,000 calling units* ➢ Includes 10,000 Free Testing Minutes • SMS** • Notification methods: ➢ Phone, SMS, E-mail,Pager, Fax • Qualification methods ➢ Phone, E-mail, SMS • Text to Speech Module GCW—US English/Spanish • Custom Reports (NXT) • NXT Companies(2) • NXT API • Up to 10 concurrent users • Project Coordination and Hosting Setup • 24X7X365 Technical Support, including access to Support Portal • All software updates within same product NXT 4.X and GCW 1.X • Quarterly Geocoding ➢ Customer to provide map and phone data • Administrator training at Cassidian Communications University in Franklin,TN(1 seat) Pricing(all inclusive): Year 1 $12,415 Year 2 $12,415 *Calling units are renewed annually when current on support. Overages apply at current calling rates. Additional calling packages available for purchase.