Memo Of Agreement with Florida Division Of Emergency Management MEMORANDUM OF AGREEMENT
BETWEEN THE FLORIDA DIVISION OF EMERGENCY MANAGEMENT AND
THE CITY OF MIAMI BEACH, FLORIDA1
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 ilCity of Miami Beach, Florida] (hereinafter referred to as the "Subdivision"),
(hereinafter collectively referred to as the "Parties").
WHEREAS, Section 252.35(2)(a)6 of the Florida Statutes, 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; and,
WHEREAS, the Division has executed contract DEM-D0003/RFQ-DEM-18-19-
021 ("Contract") with Everbridge, Inc. (hereinafter referred to as the "Contractor") for
the .provision of Statewide alert and mass notification services in support of its
AlertFlorida Initiative, (hereinafter referred to as the "notification system"); and,
WHEREAS,the Division is funding and providing the notification system at no local
cost to eligible subdivisions for the term of July 1, 2019 through June 30, 2024 and
subsequent Contract renewals (if any), contingent upon an annual appropriation by
the Florida Legislature; and,
WHEREAS, Section 252.38 of the Florida Statutes 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-
D0003, and shall automatically renew as long as the Division continues to provide
this contractual service to eligible entities defined in this and subsequent contracts.
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 terms and conditions and serve as a liaison with the
Contractor.
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)(j), 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 Miami Beach
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 Contractor's End User License
Agreement, incorporated in the Contract as Exhibit "C" and the.
Contractor's Acceptable Use Policy, available via
https://www.everbridge.com/about/legal/acceptable-use-policy/
II. Agrees to place a "powered by AlertFlorida" icon that shall encompass
no greater or less than 10% of 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. Emergency preparedness and response information, such as
the availability of sand bag stations for flood-fighting efforts,
notification of planned or anticipated disruption of municipal
services & 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. Emergency 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 warnings, provided by the National
Weather Service.
g. Notification and recall of Subdivision employees, 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.
IV. 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 (PAWS are capable of
transmitting alerts across jurisdictional boundaries.
V. 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.
VI. 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 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 1
for access of each current user.
The SOP must be developed within sixty (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 the Contractor provides additional notification
system capabilities and services which are not covered under the
Division's Contract for the notification system (hereinafter 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 the Contractor. 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 Contractor'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 person(s) named below for
resolution or action:
For the Division: For the Subdivision:
Andrew Sussman, Hurricane Program Juan Mestas
Manager/AlertFlorida Contract Manager Emergency Manager
2555 Shumard Oak Boulevard 2310 Pine Tree Drive, 3rd Floor
Tallahassee, Florida 32399 Miami Beach, Florida 33140
Telephone: 850-815-4110 Telephone: (305) 673-7736
Email: Andrew.Sussman@em.myflorida.com Email: JuanMestas@miamibeachfl.gov
4. TERMINATION OF AGREEMENT
The Parties may terminate this Agreement at any time upon thirty (30) days' written
notice to the,contact.person(t) specified herein.
5. LIABILITY
. Each Party hereto agrees that 'it shall be solely responSible for„the negligent or
wrongful acts of its and agents. Nothing contained herein shall constitute
A waiver by either Party of its sovereign immunity or 'the provisions of Section
768:28; F.& Nothing herein shall be construed as content 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-D0003. between the Division and the
Contractor.
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 THE Cl OF MI I BEACH,
(EMERGENCY MANAGEMENT .FLORID
By:. By: 1
num orales, City.Manager
K ei4,11/1
(0 /I / 20161
Date Date,
Attest:_71
Rafael E. Granacio
City Clerk
Jn
APPROVED.AS TO Date
FORM &LANGUAGE
&FOR EXECUTION QUH7144,144
...........
c (12.(i°(
•-/-
City Attc•rn Date ; E
* *
1INCORP ORATED;
.."•• .,/(Q1
....
kyCH 26s,
iL
notice to the contact person(s) 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 Section
768.28, F.S. 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-D0003 between the Division and the
Contractor.
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 THE CI OF MI Al I BEACH,
EMERGENCY MANAGEMENT FLORID,A
By: By: 1 '1111111
mmy
—
mmy orales, City Manager
Ktvitti 6%.4,11/1 t;�
\ /
y 1(U7
Date Date
Attest:
Rafael E. Granado
City Clerk
APPROVED AS TO Date
FORM & LANGUAGE
& FOR EXECUTION MI%
F a
•
City Attom Datehtri '
\
INCORP ORATED:
• c
Attachment 1 — Definitions
Account—An account is the accessp oint to the web-based Everbridge Mass
Notification. Solution which is an integrated component of Everbridge's Unified Critical
Communication Suite ("Everbridge 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-D0003 between the Division and the Contractor
STATE OF FLORIDA
DIVISION OF EMERGENCY MANAGEMENT
Contract Number: D0003
RFQ#: RFQ-DEM-18-19-021
CONTRACT
THIS AGREEMENT is entered into by and between the State of Florida, Division of
Emergency Management, (hereinafter, "Division"), and Everbridae Inc. a Delaware Corporation
(hereinafter, "Contractor"), an entity duly authorized to conduct business in the State of Florida.
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 theAgreement.
C. Order of Precedence. In the event of a conflict in terms between any of the components
of this Agreement, the order of precedence for resolving such conflict shall be as
follows(1) being the highest):
1) The express terms of this Agreement, minus Exhibits;
2) State of Florida PUR 1000 General Contract Conditions;
3) Exhibit 1 - "Implementation of Scope of Work"
4) Exhibit A- "Scope of Work";
5) Exhibit B - "Price Sheet";
6) Exhibit C- "Everbridge, Inc., GSA Approved End User License Agreement";
7) Addenda, in reverse order of issuance.
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,2024.
B. 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.
1
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 thisAgreement.
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. Subject to Financial Consequences Triggers in Implementation of Scope of Work
(Exhibit 1), if the Division determines that the performance of the Contractor is
unsatisfactory,the Division will notify the Contractor of the deficiency to be corrected,
which correction shall be made within a time-frame specified by the Division. The
Contractor shall, within the time specified in the contractual documents after notice
from the Division, provide the Division with a corrective action plan describing how the
Contractor will address all issues of contract non-performance, unacceptable
performance, and failure to meet the minimum performance levels, deliverable
deficiencies, or contract non-compliance . If the corrective action plan is unacceptable
to the Division, the Contractor will be assessed a non-performance retainage
equivalent to 10% of the total invoice amount or as specified in the contractual
documents. The retainage will be applied to the invoice for the then-current billing
period. The retainage will be withheld until the Contractor resolves the deficiency. If the
deficiency is subsequently resolved, the Contractor may bill the Division for the
retained amount during the next billing period. If the Contractor is unable to resolve
the deficiency, the funds retained may be forfeited at the end of the agreement period.
E. 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.
2
F. Unless otherwise prohibited by law,the Division may require the Contractor to furnish,
without additional cost to the Division, a performance bond or irrevocable letter of
credit or other form of security for the satisfactory performance of work hereunder. The
Division shall determine the type and amount of security. Upon request, theContractor
shall furnish literature reasonably related to the product offered, for example, user
manuals, price schedules catalogs descriptive brochures, etc.
G. 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.
H. Prices shall include all charges for packing, handling, freight, distribution, and inside
delivery.Tangible product shall be securely and properly packed for shipment, storage,
and stocking in appropriate, clearly labeled, shipping containers and according to
accepted commercial practice, without extra charge for packing materials, cases, or
other types of containers; additionally, no extra charges shall be applied for boxing,
crating, packing, or insurance. All containers and packaging shall become and remain
the Division's property. All purchases are F.O.B. destination transportation charges
prepaid. A complete packing list must accompany each shipment. Transportation of
goods shall be FOB Destination to any point within thirty
(30) days after the Customer places an Order. The Division assumes no liability for
merchandise shipped to other than the specified destination. Items received in excess
of quantities specified may, at the Division's option, be returned at the Contractor's
expense. Substitutions are not permitted. The Contractor, within five (5) days after
receiving a purchase order, shall notify the Customer of any potential delivery delays.
Evidence of inability or intentional delays shall be cause for Contract cancellation and
Contractor suspension.
I. Matters of inspection and acceptance are addressed in section 215.422, Florida
Statutes. Until acceptance, risk of loss or damage shall remain with the Contractor.
The Contractor shall be responsible for filing, processing, and collecting all damage
claims. To assist the Contractor with damage claims, the Division shall: record any
evidence of visible damage on all copies of the delivering carrier's Bill of Lading; report
damages to the carrier and the Contractor; and, provide the Contractor with a copy of
the carrier's Bill of Lading and damage inspection report. When the Division rejects a
product, the Contractor shall remove it from the premises within ten days after
notification or rejection. Upon rejection notification, the risk of loss of rejected or non-
conforming product shall remain with the Contractor. Rejected product not removed
by the Contractor within ten days shall be deemed abandoned by the Contractor, and
the Division shall have the right to dispose of it as its own property. The Contractor
shall reimburse the Division for costs and expenses incurred in storing or effecting
removal or disposition of rejected product.
3
J. Where installation is required, the Contractor shall be responsible for placing and
installing the product in the required locations at no additional charge, unless otherwise
designated in this Agreement. The Contractor's authorized product and price list shall
clearly and separately identify any additional installation charges. All materials used in
the installation shall be of good quality and shall be free of defects that would diminish
the appearance of the product or render it structurally or operationally unsound.
Installation includes the furnishing of any equipment, rigging, and materials required
to install or replace the product in the proper location. The Contractor shall protect the
site from damage and shall repair damages or injury caused during installation by the
Contractor or its employees or agents. If any alteration, dismantling, excavation, etc.,
is required to achieve installation, the Contractor shall promptly restore the structure
or site to its original condition. The Contractor shall perform installation work so as to
cause the least inconvenience and interference with the Division and with proper
consideration of others on site. Upon completion of the installation, the location and
surrounding area of work shall be left clean and in a neat and unobstructed condition,
with everything in satisfactory repair and order.
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" B".
B. As required bysection 287.0582,Florida Statutes,ifthisAgreementbinds the Division
forthe purchase of services ortangible personal property fora period in excess ofone
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 Officerofthis state,using generally accepted auditing proceduresfortesting
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
4
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.
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.
I. 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 http://dms.mvflorida.com/mfmD. 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
5
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
6
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.
5. INDEMNITY AND PAYMENT FOR CLAIMS
A. INDEMNITY. Subject to Section 8.2 of the Everbridge, Inc., GSA Approved End User ,
License Agreement(Exhibit C), 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
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 orthe 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 withthe 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.
8
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: htto.//www.sunbiz.orq.
C. If this Agreement involves a contract for services, and if the Contractor is acting on
behalf of the Division, then 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 required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time 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 for
the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records
required by the,public agency to perform the service. If the contractor transfers all
public records to the public agency upon completion of the contract, the contractor
shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the contractor keeps and
maintains public records upon completion of the contract, the contractor shall meet
all applicable requirements for retaining public records. All records stored
electronically must be provided to the public agency, upon request from the public
agency's custodian of public records, in a format that is compatible with the
information technology systems of the public agency.
9
D. As required by section 119.0701(2)(a), Florida Statutes, the Division includes the
following statement in at least 14-point boldfaced type:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT: FLORIDA DIVISION OF EMERGENCY
MANAGEMENT, 2555 Shumard Oak Blvd., Tallahassee, FL 32399,
(850) 815-4156, Records(c�em.myflorida.com.
E. 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.
F. 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 furnished 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
G. 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.
H. The Contractor should identify any products that may be used or adapted for use by
visually, hearing, or other physically impaired individuals.
i0
I. All manufactured items and fabricated assemblies subject to operation under
pressure, operation by connection to an electric source, or operation involving
connection to a manufactured, natural, or LP gas source shall be constructed and
approved in a manner acceptable to the appropriate State inspector. Acceptability
customarily requires, at a minimum, identification marking of the appropriate safety
standard organization, where such approvals of listings have been established for the
type of device offered and furnished, for example:the American Society of Mechanical
Engineers for pressure vessels; the Underwriters Laboratories and/or National
Electrical Manufacturers' Association for electrically operated assemblies; and the
American Gas Association for gas-operated assemblies. In addition, all items
furnished shall meet all applicable requirements of the Occupational Safety and Health
Act and state and federal requirements relating to clean air and waterpollution.
J. 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.
K. A person or affiliate who has been placed on the convicted Contractor list following a
conviction fora 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.
L. 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.
•
11
M. 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.
N. 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://e-
verify.uscis.aov/emp, 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.
O. 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.
P. 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.myflorida.com/library-archivesr/ecords-
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 Contractor's 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.
12
Q. 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 form 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
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
13
during performance of the Agreement. As provided in Section 6.3 of the Everbridge,
Inc., GSA Approved End User License Agreement. (Exhibit C), 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.
8. 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. This Agreement may be terminated by the
Division in whole or in part at any time in the best interest of the Division upon
written notice to the Contractor. The Contractor shall not furnish any product after
it receives the notice of termination (whether for convenience or for cause), 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
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,
14
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.
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
15
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
CONTRACTORS 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, 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
16
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 or
otherwise assess any such employee, assignee, subcontractor, or agent furnished by
the Contractor. 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 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,
17
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 product or 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.
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
18
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 Andrew Sussman
C. All notices required under the Agreement shall be delivered to the following:
For DIVISION (Contract Manager) For CONTRACTOR
Andrew Sussman Elliot Mark
2555 Shumard Oak Boulevard 25 Corporate Drive, 41n Floor
Tallahassee, Florida 32399 Burlington, MA 01803
Tele: (850) 815-4110 Tele: (781)-859-4094
Email: Email: Elliot.Mark@everbridge.com
Andrew.Sussman@errmvflorida.com
14.MISCELLANEOUS
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 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 befurnished to the Division,
its agents, employees or designee, including agents of other State agencies or the
19
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 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.
I. 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.
20
J. 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.
Memoranda of understanding entered into by the Division and other agencies or
governmental entities pursuant to Contract Number 16-PG-F4-13-00-22-379 are
hereby recognized under this Agreement. The Contractor agrees to continue to
provide commodities or services to those entities consistent with the terms and
conditions contained within this Agreement. The Contractor agrees to recognize
future memoranda of understanding between the Division and
other agencies or governmental entities, as long as any such agencies or entities
have emergency public alerting authority and use the Division's Alert Florida portal
to notify citizens of emergency situations that affects their community. Such state
agencies and other entities are not authorized to use the Alert Florida portal for
internal employee notifications. Any permitted memoranda of understanding will
survive the expiration of this Agreement, provided the Division and Contractor
enter into a subsequent Agreement upon its expiration.
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. 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 bidsto satisfy them.
L. The following exhibits are incorporated and made a part of this Agreement. In case
of discrepancy in any of the provisions of these exhibits with this Agreement, the
provisions of this Agreement shall govern. In case of discrepancy among the
exhibits, the exhibits are listed in governing order asfollows:
• Exhibit 1 — Implementation of Scope of Work
21
• Exhibit A - Scope of Work
• Exhibit B - Exhibit B Price Sheet
• Exhibit C - Everbridge, Inc., GSA Approved End User License Agreement
M. Provide services in the Scope of Work (Exhibit A) to entities that may acquire
services through Memoranda of Agreement executed under Section 14.J. of this
Agreement or a successor Agreement. In addition, continue to provide services in
this Scope of Work to entities that acquired services through Memoranda of
Agreement executed under contract number DEM-16-PG-E4-13-00-22-379.
15. CONTRACT TERMS REQUIRED BY FEDERAL LAW.
A. Equal Employment Opportunity. During the performance of this contract,
the contractor agrees as follows:
1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The
contractor will take affirmative action to ensure that applicants are employed,
and that employees are treated during employment without regard to their
race, color, religion, sex, or national origin. Such action shall include, but not
be limited to the following: employment, upgrading, demotion, or transfer;
recruitment or recruitment advertising; layoff or termination; rates of pay or
other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided
by the contracting officer setting forth the provisions of this nondiscrimination
clause.
2) The contractor will, in all solicitations or advertisements for employees placed
by or on behalf of the contractor, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or
national origin.
3) The contractor will send to each labor union or representative of workers with
which he has a collective bargaining agreement or other contract or
understanding , a notice to be provided by the agency contracting officer,
advising the labor union or workers' representatives of the contractor's
commitments under section, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
4) The contractor will comply with all provisions of Executive Order 11246 of
September 24, 1965, and of the rules, regulations, and relevant orders of the
Secretary of Labor.
22
5) The contractor will furnish all information and reports required by Executive
Order 11246 of September 24, 1965, and by rules, regulations, and orders of
the Secretary of Labor, or pursuant thereto, and will permit access to his books,
records, and accounts by the contracting agency and the Secretary of Labor
for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
6) In the event of the contractor's noncompliance with the nondiscrimination
clauses of this contract or with any of such rules, regulations, or orders, this
contract may be canceled, terminated, or suspended in whole or in part and
the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by
rule, regulation, or order of the Secretary of Labor, or as otherwise provided by
law.
7) The contractor will include the provisions of paragraphs(1)through (7) in every
subcontract or purchase order unless exempted by rules, regulations, or orders
of the Secretary of Labor issued pursuant to section 204 of Executive Order
11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The contractor will take such action with respect
to any subcontract or purchase order as may be directed by the Secretary of
Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event a contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a
result of such direction, the contractor may request the United States to enter
into such litigation to protect the interests of the United States.
B. Copeland "Anti-Kickback"Act
1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. §
3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are
incorporated by reference into this contract..
2) Subcontracts. The contractor or subcontractor shall insert in any
subcontracts the clause above and such other clauses as the FEMA may by
appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The
prime contractor shall be responsible for the compliance by any
subcontractor or lower tier subcontractor with all of these contract clauses.
23
3) Breach. A breach of the contract clauses above may be grounds for
termination of the contract, and for debarment as a contractor and
subcontractor as provided in 29 C.F.R. § 5.12.
C. Contract Work Hours and. Safety Standards. In accordance with 40 U.S.C.
3702 of the Act, the Contractor shall 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.
D. Clean Air Act and the Federal Water Pollution Control Act. Contractor
agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act(42 U.S.C. 7401-7671 q) 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).
E. 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).
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
24
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 transaction s.
F. 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.
25
•
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers on the day,month and year set forth above.
CONTRACTOR DIVISION OF EMERGENCY MANAGEMENT
By: �^ By: A:/// 6!Zb z
( uthori ed Signature) (Date) (Authorized Signature) (Date)
Jaime Ellertson Key! k v-""t-h��dr�
(Print/Type Name) - (Print/Type Name)
Title: Chairman and Chief Executive.Officer Title: efr{=z i
Federal Tax ID# 26-2919312
26
•
State of Florida
PUR 1000
General Contract Conditions
Contents
1. Definitions.
2. Purchase Orders.
3. Product Version.
4. Price Changes Applicable only to Term Contracts.
5. Additional Quantities.
6. Packaging.
7. Inspection at Contractor's Site.
8. Safety Standards.
9. Americans with Disabilities Act.
10. Literature.
11. Transportation and Delivery.
12. Installation.
13. Risk of Loss.
14. Transaction Fee.
15. Invoicing and Payment.
16. Taxes.
17. Governmental Restrictions.
18. Lobbying and Integrity.
19. Indemnification.
20. Limitation of Liability.
21. Suspension of Work.
22. Termination for Convenience.
23. Termination for Cause.
24. Force Majeure,Notice of Delay, and No Damages for Delay.
25. Changes.
26. Renewal.
27. Purchase Order Duration.
28. Advertising.
29. Assignment.
30. Antitrust Assignment
31. Dispute Resolution.
32. Employees, Subcontractors, and Agents.
33. Security and Confidentiality.
34. Contractor Employees, Subcontractors, and Other Agents.
35. Insurance Requirements.
36. Warranty of Authority.
37. Warranty of Ability to Perform.
38.Notices.
39. Leases and Installment Purchases.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE).
PUR 1000 (10/06) Page 1 of 14 60A-1.002, F.A.C.
41. Products Available from the Blind or Other Handicapped.
42. Modification of Terms.
43. Cooperative Purchasing.
44. Waiver.
45. Annual Appropriations.
46. Execution in Counterparts.
47. Severability.
1. Definitions. The definitions contained in s. 60A-1.001, F.A.C. shall apply to this agreement.
The following additional terms are also defined:
(a) "Contract" means the legally enforceable agreement that results from a successful
solicitation. The parties to the Contract will be the Customer and Contractor.
(b) "Customer" means the State agency or other entity identified in a contract as the party to
receive commodities or contractual services pursuant to a contract or that orders
commodities or contractual services via purchase order or other contractual instrument
from the Contractor under the Contract. The "Customer" may also be the "Buyer" as
defined in the PUR 1001 if it meets the definition of both terms.
(c) "Product" means any deliverable under the Contract, which may include commodities,
services,technology or software.
(d) "Purchase order" means the form or format a Customer uses to make a purchase under
the Contract (e.g., a formal .written purchase order, electronic purchase order,
procurement card, contract or other authorized means).
2. Purchase Orders. In contracts where commodities or services are ordered by the Customer
via purchase order, Contractor shall not deliver or furnish products until a Customer
transmits a purchase order. All purchase orders shall bear the Contract or solicitation
number, shall be placed by the Customer directly with the Contractor, and shall be deemed to
incorporate by reference the Contract and solicitation terms and conditions. Any discrepancy
between the Contract terms and the terms stated on the Contractor's order form,
confirmation, or acknowledgement shall be resolved in favor of terms most favorable to the
Customer. A purchase order for services within the ambit of section 287.058(1) of the
Florida Statutes shall be deemed to incorporate by reference the requirements of
subparagraphs (a) through (f) thereof. Customers shall designate a contract manager and a
contract administrator as required by subsections 287.057(15) and (16) of the Florida
Statutes.
3. Product Version. Purchase orders shall be deemed to reference a manufacturer's most
recently release model or version of the product at the time of the order, unless the Customer
specifically requests in writing an earlier model or version and the contractor is willing to
provide such model or version.
PUR 1000 (10/06) Page 2 of 14 60A-1.002, F.A.C.
4. Price Changes Applicable only to Term Contracts. If this is a term contract for
commodities or services, the following provisions apply.
(a) Quantity Discounts. Contractors are urged to offer additional discounts for one time
delivery of large single orders. Customers should seek to negotiate additional price
concessions on quantity purchases of any products offered under the Contract. State
Customers shall document their files accordingly.
(b) Best Pricing Offer. During the Contract term, if the Customer becomes aware of better
pricing offered by the Contractor for substantially the same or a smaller quantity of a
product outside the Contract, but upon the same or similar terms of the Contract, then at
the discretion of the Customer the price under the Contract shall be immediately reduced
to the lower price.
(c) Sales Promotions. In addition to decreasing prices for the balance of the Contract term
due to a change in market conditions, a Contractor may conduct sales promotions
involving price reductions for a specified lesser period. A Contractor shall submit to the
Contract Specialist documentation identifying the proposed (1) starting and ending dates
of the promotion, (2) products involved, and (3) promotional prices compared to then-
authorized prices. Promotional prices shall be available to all Customers. Upon
approval, the Contractor shall provide conspicuous notice of the promotion.
(d) Trade-In. Customers may trade-in equipment when making purchases from the Contract.
A trade-in shall be negotiated between the Customer and the Contractor. Customers are
obligated to actively seek current fair market value when trading equipment, and to keep
accurate records of the process. For State agencies, it may be necessary to provide
documentation to the Department of Financial Services and to the agency property
custodian pursuant to Chapter 273, F.S.
(e) Equitable Adjustment. The Customer may, in its sole discretion, make an equitable
adjustment in the Contract terms or pricing if pricing or availability of supply is affected
by extreme and unforeseen volatility in the marketplace, that is, by circumstances that
satisfy all the following criteria: (1) the volatility is due to causes wholly beyond the
Contractor's control, (2) the volatility affects the marketplace or industry, not just the
particular Contract source of supply, (3) the effect on pricing or availability of supply is
substantial, and (4) the volatility so affects the Contractor that continued performance of
the Contract would result in a substantial loss.
5. Additional Quantities. For a period not exceeding ninety (90) days from the date of
solicitation award, the Customer reserves the right to acquire additional quantities up to the
amount shown on the solicitation but not to exceed the threshold for Category Two at the
prices submitted in the response to the solicitation.
6. Packaging. Tangible product shall be securely and properly packed for shipment, storage,
and stocking in appropriate, clearly labeled, shipping containers and according to accepted
PUR 1000 (10/06) Page 3 of 14 60A-1.002, F.A.C.
it
commercial practice, without extra charge for packing materials, cases, or other types of
containers. All containers and packaging shall become and remain Customer's property.
7. Inspection at Contractor's Site. The Customer reserves the right to inspect, at any
reasonable time with prior notice, the equipment or product or plant or other facilities of a
Contractor to assess conformity with Contract requirements and to determine whether they
are adequate and suitable for proper and effective Contract performance.
8. Safety Standards. All manufactured items and fabricated assemblies subject to operation
under pressure, operation by connection to an electric source, or operation involving
connection to a manufactured, natural, or LP gas source shall be constructed and approved in
a manner acceptable to the appropriate State inspector. Acceptability customarily requires, at
a minimum, identification marking of the appropriate safety standard organization, where
such approvals of listings have been established for the type of device offered and furnished,
for example: the American Society of Mechanical Engineers for pressure vessels; the
Underwriters Laboratories and/or National Electrical Manufacturers' Association for
electrically operated assemblies; and the American Gas Association for gas-operated
assemblies. In addition, all items furnished shall meet all applicable requirements of the
Occupational Safety and Health Act and state and federal requirements relating to clean air
and water pollution.
9. Americans with Disabilities Act. Contractors should identify any products that may be
used or adapted for use by visually, hearing, or other physically impaired individuals.
10. Literature. Upon request, the Contractor shall furnish literature reasonably related to the
product offered, for example, user manuals, price schedules, catalogs, descriptive brochures,
etc.
11. Transportation and Delivery. Prices shall include all charges for packing, handling,
freight, distribution, and inside delivery. Transportation of goods shall be FOB Destination
to any point within thirty(30) days after the Customer places an Order. A Contractor, within
five (5) days after receiving a purchase order, shall notify the Customer of any potential
delivery delays. Evidence of inability or intentional delays shall be cause for Contract
cancellation and Contractor suspension.
12. Installation. Where installation is required, Contractor shall be responsible for placing and
installing the product in the required locations at no additional charge, unless otherwise
designated on the Contract or purchase order. Contractor's authorized product and price list
shall clearly and separately identify any additional installation charges. All materials used in
the installation shall be of good quality and shall be free of defects that would diminish the
appearance of the product or render it structurally or operationally unsound. Installation
includes the furnishing of any equipment, rigging, and materials required to install or replace
the product in the proper location. Contractor shall protect the site from damage and shall
repair damages or injury caused during installation by Contractor or its employees or agents.
If any alteration, dismantling, excavation, etc., is required to achieve installation, the
Contractor shall promptly restore the structure or site to its original condition. Contractor
PUR 1000 (10/06) Page 4 of 14 60A-1.002, F.A.C.
shall perform installation work so as to cause the least inconvenience and interference with
Customers and with proper consideration of others on site. Upon completion of the
installation, the location and surrounding area of work shall be left clean and in a neat and
unobstructed condition, with everything in satisfactory repair and order.
13. Risk of Loss. Matters of inspection and acceptance are addressed in s. 215.422, F.S. Until
acceptance, risk of loss or damage shall remain with the Contractor. The Contractor shall be
responsible for filing, processing, and collecting all damage claims. To assist the Contractor
with damage claims, the Customer shall: record any evidence of visible damage on all copies
of the delivering carrier's Bill of Lading; report damages to the carrier and the Contractor;
and provide the Contractor with a copy of the carrier's Bill of Lading and damage inspection
report. When a Customer rejects a product, Contractor shall remove it from the premises
within ten days after notification or rejection. Upon rejection notification, the risk of loss of
rejected or non-conforming product shall remain with the Contractor. Rejected product not
removed by the Contractor within ten days shall be deemed abandoned by the Contractor,
and the Customer shall have the right to dispose of it as its own property. Contractor shall
reimburse the Customer for costs and expenses incurred in storing or effecting removal or
disposition of rejected product.
14. Transaction Fee. The State of Florida has instituted MyFloridaMarketPlace, a statewide
eProcurement System ("System"). Pursuant to section 287.057(23), Florida Statutes (2002),
all payments shall be assessed a Transaction Fee of one percent(1.0%),which the Contractor
shall pay to the State, unless exempt pursuant to 60A-1.032, F.A.C.
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 pay the Transaction Fee pursuant to
Rule 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments,
Contractor certifies their correctness. All such reports and payments shall be subject to audit
by the State or its designee.
Contractor shall receive a credit for any Transaction Fee paid by the Contractor for the
purchase 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 the 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. CONTRACTORS DELINQUENT IN PAYING TRANSACTION
FEES MAY BE SUBJECT TO BEING REMOVED FROM THE DEPARTMENT OF
MANAGEMENT SERVICES' VENDOR LIST AS PROVIDED IN RULE 60A-1.006,
F.A.C.
15. Invoicing and Payment. Invoices shall contain the Contract number, purchase order number
if applicable, and the appropriate vendor identification number. The State may require any
PUR 100010/06 Page 5 of 14 60A-1.002 F.A.C.
( )
other information from the Contractor that the State deems necessary to verify any purchase
order placed under the Contract.
At the State's option, Contractors may be required to invoice electronically pursuant to
guidelines of the Department of Management Services. Current guidelines require that
Contractor supply electronic invoices in lieu of paper-based invoices for those transactions
processed through the system. Electronic invoices shall be submitted to the Customer
through the Ariba Supplier Network (ASN) in one of the following mechanisms — EDI 810,
cXML, or web-based invoice entry within the ASN.
Payment shall be made in accordance with sections 215.422 and 287.0585 of the Florida
Statutes, which govern time limits for payment of invoices. Invoices that must be returned to
a Contractor due to preparation errors will result in a delay in payment. Contractors may call
(850) 413-7269 Monday through Friday to inquire about the status of payments by State
Agencies. The Customer is responsible for all payments under the Contract. A Customer's
failure to pay, or delay in payment, shall not constitute a breach of the Contract and shall not
relieve the Contractor of its obligations to the Department or to other Customers.
16. Taxes. 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. Any exceptions to this paragraph
shall be explicitly noted by the Customer in the special contract conditions section of the
solicitation or in the Contract or purchase order.
17. Governmental Restrictions. 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, the Contractor shall immediately
notify the Customer in writing, indicating the specific restriction. The Customer reserves the
right and the complete discretion to accept any such alteration or to cancel the Contract at no
further expense to the Customer.
18. Lobbying and Integrity. Customers shall ensure compliance with Section 11.062, FS and
Section 216.347, FS.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 form of cash, travel, entertainment,
gifts, meals, lodging, loans, subscriptions, advances, deposits of money, services,
employment, or contracts of any kind. Upon request of the Customer's Inspector General, or
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 the Contract. The
Contractor shall retain such records for the longer of(1) three years after the expiration of the
PUR 1000 (10/06) Page 6 of 14 60A-1.002, F.A.C.
Contract or (2) the period required by the General Records Schedules maintained by the
Florida Department of State (available at: http://dos.myflorida.com/library-archives/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 Contractor's 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.
19.Indemnification. The Contractor shall be fully liable for the actions of its agents,
employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless
the State and Customers, and their officers, agents, and employees, from suits, actions,
damages, and costs of every name and description, 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 Contractor, its agents, employees, partners, or subcontractors,
provided, however, that 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 a Customer.
Further, the Contractor shall fully indemnify, defend, and hold harmless the State and
Customers 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 a Customer's misuse or modification of Contractor's
products or a Customer's operation or use of Contractor's products in a manner not
contemplated by the Contract or the purchase order. 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 Customer 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 the Customer the right to continue using the product, the
Contractor shall remove the product and refund the Customer the amounts paid in excess of a
reasonable rental for past use. The customer 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 or Customer 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 State or Customer in any legal action without the Contractor's prior
written consent, which shall not be unreasonably withheld.
20. 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
PUR 1000 (10/06) Page 7 of 14 60A-1.002, F.A.C.
Contractor under the purchase order. This limitation shall not apply to claims arising under
the Indemnity paragraph contain in this agreement.
Unless otherwise specifically enumerated in the Contract or in the 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.
21. Suspension of Work. The Customer may in its sole discretion suspend any or all activities
under the Contract or purchase order, at any time, when in the best interests of the State to do
so. The Customer 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 days, or any longer period agreed to by the Contractor, the
Customer shall either (1) issue a notice authorizing resumption of work, at which time
activity shall resume, or (2) terminate the Contract or purchase order. Suspension of work
shall not entitle the Contractor to any additional compensation.
22. Termination for Convenience. The Customer, by written notice to the Contractor, may
terminate the Contract in whole or in part when the Customer 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.
23. Termination for Cause. The Customer may terminate the Contract if the Contractor fails to
(1) deliver the product within the time specified in the Contract or any extension, (2)
maintain adequate progress, thus endangering performance of the Contract, (3) honor any
term of the Contract, or(4) abide by any statutory, regulatory, or licensing requirement. Rule
60A-1.006(3), F.A.C., governs the procedure and consequences of 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
Contract 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
PUR 1000 (10/06) Page 8 of 14 60A-1.002, F.A.C.
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 Customer. The rights and remedies of the Customer in this clause are in addition to any
other rights and remedies provided by law or under the Contract.
24. Force Majeure, Notice of Delay, and No Damages for Delay. 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
Customer 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 Customer. 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, 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 Customers, in which case the
Customer may (1) accept allocated performance or deliveries from the Contractor, provided
that the Contractor grants preferential treatment to Customers 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.
25. Changes. The Customer 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 the Contract. The Customer 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 Customer may solicit
separate bids to satisfy them.
26. Renewal. Upon mutual agreement, the Customer and the Contractor may renew the Contract,
in whole or in part, for a period that may not exceed 3 years or the term of the contract,
whichever period is longer. Any renewal shall specify the renewal price, as set forth in the
PUR 1000 (10/06) Page 9 of 14 60A-1.002, F.A.C.
solicitation response. The renewal must be in writing and signed by both parties, and is
contingent upon satisfactory performance evaluations and subject to availability of funds.
27. Purchase Order Duration. Purchase orders issued pursuant to a state term or agency
contract must be received by the Contractor no later than close of business on the last day of
the contract's term to be considered timely. The Contractor is obliged to fill those orders in
accordance with the contract's terms and conditions. Purchase orders received by the
contractor after close of business on the last day of the state term or agency contract's term
shall be considered void.
Purchase orders for a one-time delivery of commodities or performance of contractual
services shall be valid through the performance by the Contractor, and all terms and
conditions of the state term or agency contract shall apply to the single delivery/performance,
and shall survive the termination of the Contract.
Contractors are required to accept purchase orders specifying delivery schedules exceeding
the contracted schedule even when such extended delivery will occur after expiration of the
state term or agency contract. For example, if a state term contract calls for delivery 30 days
after receipt of order (ARO), and an order specifies delivery will occur both in excess of 30
days ARO and after expiration of the state term contract, the Contractor will accept the order.
However, if the Contractor expressly and in writing notifies the ordering office within ten
(10) calendar days of receipt of the purchase order that Contractor will not accept the
extended delivery terms beyond the expiration of the state term contract, then the purchase
order will either be amended in writing by the ordering entity within ten (10) calendar days
of receipt of the contractor's notice to reflect the state term contract delivery schedule, or it
shall be considered withdrawn.
The duration of purchase orders for recurring deliveries of commodities or performance of
services shall not exceed the expiration of the state term or agency contract by more than
twelve months. However, if an extended pricing plan offered in the state term or agency
contract is selected by the ordering entity, the contract terms on pricing plans and renewals
shall govern the maximum duration of purchase orders reflecting such pricing plans and
renewals.
Timely purchase orders shall be valid through their specified term and performance by the
Contractor, and all terms and conditions of the state term or agency contract shall apply to
the recurring delivery/performance as provided herein, and shall survive the termination of
the Contract.
Ordering offices shall not renew a purchase order issued pursuant to a state term or agency
contract if the underlying contract expires prior to the effective date of the renewal.
28. Advertising. Subject to Chapter 119, Florida Statutes, the Contractor shall not publicly
disseminate any information concerning the Contract without prior written approval from the
Customer, including, but not limited to mentioning the Contract in a press release or other
promotional material, identifying the Customer or the State as a reference, or otherwise
PUR 100010/06 Page 10 of 14 60A-1.002, F.A.C.
( )
linking the Contractor's name and either a description of the Contract or the name of the
State or the Customer in any material published, either in print or electronically, to any entity
that is not a party to Contract, except potential or actual authorized distributors, dealers,
resellers, or service representative.
29. Assignment. The Contractor shall not sell, assign or transfer any of its rights, duties or
obligations under the Contract, or under any purchase order issued pursuant to the Contract,
without the prior written consent of the Customer. In the event of any assignment, the
Contractor remains secondarily liable for performance of the contract, unless the Customer
expressly waives such secondary liability. The Customer may assign the Contract with prior
written notice to Contractor of its intent to do so.
30. Antitrust Assignment. 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 the Contract.
31. Dispute Resolution. Any dispute concerning performance of the Contract shall be decided
by the Customer'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 Customer a
petition for administrative hearing. The Customer'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.
Without limiting the foregoing, the exclusive venue of any legal or equitable action that
arises out of or relates to the Contract shall be the appropriate state court in Leon County,
Florida; in any such action, Florida law shall apply and the parties waive any right to jury
trial.
32. Employees, Subcontractors, and Agents. All Contractor employees, subcontractors, or
agents performing work under the Contract shall be properly trained technicians who meet or
exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of
technical certification or other proof of qualification. All employees, subcontractors, or
agents performing work under the Contract must comply with all security and administrative
requirements of the Customer and shall comply with all controlling laws and regulations
relevant to the services they are providing under the Contract. The State may conduct, and
the Contractor shall cooperate in, a security background check or otherwise assess any
employee, subcontractor, or agent furnished by the Contractor. 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
a Customer's security or other requirements. Such approval shall not relieve the Contractor
of its obligation to perform all work in compliance with the Contract. The State may reject
PUR 1000 (10/06) Page 11 of 14 60A-1.002, F.A.C.
and bar from any facility for cause any of the Contractor's employees, subcontractors, or
agents.
33. Security and Confidentiality. The Contractor shall comply fully with all security
procedures of the United States, State of Florida and Customer in performance of the
Contract. The Contractor shall not divulge to third parties any confidential information
obtained by the Contractor or its agents, distributors, resellers, subcontractors, officers or
employees in the course of performing Contract work, including, but not limited to, security
procedures, business operations information, or commercial proprietary information in the
possession of the State or Customer. The Contractor shall not be required to keep
confidential information or material that is publicly available through no fault of the
Contractor, material that the Contractor developed independently without relying on the
State's or Customer's confidential information, or material that is otherwise obtainable under
State law as a public record. To insure confidentiality, the Contractor shall take appropriate
steps as to its personnel, agents, and subcontractors. The warranties of this paragraph shall
survive the Contract.
34. Contractor Employees, Subcontractors, and Other Agents. The Customer and the State
shall take all actions necessary to ensure that Contractor's employees, 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, subcontractors, and other agents receive
benefits and necessary insurance (health, workers' compensations, and unemployment) from
an employer other.than the State of Florida.
35. Insurance Requirements. During the Contract term, the Contractor at its sole expense shall
provide commercial insurance of such a type and with such terms and limits as may be
reasonably associated with the Contract. 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's liability and obligations under the Contract.
All insurance policies shall be through insurers authorized or eligible to write policies in Florida.
36. Warranty of Authority. Each person signing the Contract warrants that he or she is duly
authorized to do so and to bind the respective party to the Contract.
37.Warranty of Ability 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 vendor list maintained pursuant to section
287.133 of the Florida Statutes, or on any similar list maintained by any other state or the
federal government. The Contractor shall immediately notify the Customer in writing if its
ability to perform is compromised in any manner during the term of the Contract.
38. Notices. All notices required under the Contract shall be delivered by certified mail, return
receipt requested, by reputable air courier service, or by personal delivery to the agency
PUR 1000 (10/06) Page 12 of 14 60A-1.002, F.A.C.
designee identified in the original solicitation, or as otherwise identified by the Customer.
Notices to the Contractor shall be delivered to the person who signs the Contract. Either
designated recipient may notify the other, in writing, if someone else is designated to receive
notice.
39. Leases and Installment Purchases. Prior approval of the Chief Financial Officer (as
defined in Section 17.001, F.S.) is required for State agencies to enter into or to extend any
lease or installment-purchase agreement in excess of the Category Two amount established
by section 287.017 of the Florida Statutes.
40. Prison Rehabilitative Industries and Diversified Enterprises, Inc. (PRIDE). Section
946.515(2), F.S. requires the following statement to be included in the solicitation: "It is
expressly understood and agreed that any articles which are the subject of, or required to
carry out, the Contract shall be purchased from the corporation identified under Chapter 946
of the Florida Statutes (PRIDE) in the same manner and under the same procedures set forth
in section 946.515(2) and (4) of the Florida Statutes; and for purposes of the Contract the
person, firm, or other business entity carrying out the provisions of the Contract shall be
deemed to be substituted for the agency insofar as dealings with such corporation are
concerned." Additional information about PRIDE and the products it offers is available at
http://www.pridefl.com.
41. Products Available from the Blind or Other Handicapped. Section 413.036(3), F.S.
requires the following statement to be included in the solicitation: "It is expressly understood
and agreed that any articles that are the subject of, or required to carry out, this contract shall
be purchased from a nonprofit agency for the Blind or for the Severely Handicapped that is
qualified pursuant to Chapter 413, Florida Statutes, in the same manner and under the same
procedures set forth in section 413.036(1) and (2), Florida Statutes; and for purposes of this
contract the person, firm, or other business entity carrying out the provisions of this contract
shall be deemed to be substituted for the State agency insofar as dealings with such qualified
nonprofit agency are concerned." Additional information about the designated nonprofit
agency and the products it offers is available at http://www.respectofflorida.org.
42. Modification of Terms. The Contract contains all the terms and conditions agreed upon by
the parties, which terms and conditions shall govern all transactions between the Customer
and the Contractor. The Contract may only be modified or amended upon mutual written
agreement of the Customer and the Contractor. No oral agreements or representations shall
be valid or binding upon the Customer or the Contractor. No alteration or modification of
the Contract terms, including substitution of product, shall be valid or binding against the
Customer. The Contractor may not unilaterally modify the terms of the Contract 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 Contractor's
order or fiscal forms or other documents forwarded by the Contractor for payment. The
Customer's acceptance of product or processing of documentation on forms furnished by the
Contractor for approval or payment shall not constitute acceptance of the proposed
modification to terms and conditions.
PUR 1000 (10/06) Page 13 of 14 60A-1.002, F.A.C.
43. Cooperative Purchasing. 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-Customer purchases are independent of the agreement
between Customer and Contractor, and Customer shall not be aparty to any transaction
between the Contractor and any other purchaser.
State agencies wishing to make purchases from this agreement are required to follow the
provisions of s. 287.042(16)(a), F.S. This statute requires the Department of Management
Services to determine that the requestor's use of the contract is cost-effective and in the best
interest of the State.
44. Waiver. 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.
45.Annual Appropriations. The State's performance and obligation to pay under this contract
are contingent upon an annual appropriation by the Legislature.
46. Execution in Counterparts. The Contract may be executed in counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
47. Severability. If a court deems any provision of the Contract void or unenforceable, that
provision shall be enforced only to the extent that it is not in violation of law or is not
otherwise unenforceable and all other provisions shall remain in full force and effect.
PUR 100010/06 Page 14 of 14 60A-1.002, F.A.C.
( )
Exhibit "1"
Implementation of Scope of Work
Florida Statewide Emergency Alert and Notification System
Statement of Purpose / Need
Florida Statutes Section 252.35(2)(a)6 requires The Florida Division of Emergency
Management(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 has procured 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; Push Notification; and, Telecommunications Device
for the Deaf/Teletypewriter("TDD/TTY"). The system must integrate with the following
alert systems: The Emergency Alert System ("EAS")1; and, The Integrated Public Alert
and Warning System ("IPAWS")2. The system must be able to be triggered by and send
out in Common Alerting Protocol (CAP) Format. Additionally, the Everbridge system
includes the capability to automatically disseminate weather warnings issued by the
National Weather Service ("NWS"). Leveraging the Everbridge incident communications
and scenarios module,jurisdictions can also communicate in multiple languages. The
Everbridge system will be made available for FDEM, other state agencies with a public
alerting responsibility for public warning through the Alert Florida portal (but only for
emergency public alerting and not for internal employee usage for state agencies other
than FDEM), Florida College System Institutions and State Universities as defined in
1000.21 Florida Statutes, and Political Subdivisions as defined in Florida Statutes Section
1.01 with a public alerting responsibility.
Under the authority of the General Services Administration (GSA) Disaster Purchasing
Program. The products and services purchased will be used in preparation or response to
disasters or recovery from major disaster declared by the President, or recovery from
terrorism or nuclear, biological, chemical, or radiological attack.
The Contract Manager for the Division will be
Andrew Sussman
Information and Technology Management
Florida Division of Emergency Management
850-815-4110
Andrew.Sussman(c�em.myflorida.com
1 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.
2 The Integrated 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.
1
Background
FDEM already has systems in place to communicate emergency response decisions to
other state agencies and to the political subdivisions of this State. As of 2016, FDEM
and all counties possess a comprehensive, interoperable communication system that
can alert the State's population (both permanent and transient) to the threat posed by an
imminent or sudden emergency. The contract for FDEM, and participating political
subdivisions under this system, will expire June 30, 2019.
All political subdivisions within the State possess emergency notification and alert
systems, provided through the State's current contract or through an alternative system
funded locally.
• FDEM assists political subdivisions that 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 have received
adequate or effective warnings about imminent or sudden emergencies. The
current state contract prevents this gap.
• 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.
• 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 FDEM seeks to continue to
maintain and enhance a baseline that has been created by procuring an emergency
notification and alert system that can span across the funding, coverage,
interoperability, capacity, as well as the socioeconomic and cultural divides that
previously inhibited FDEM's ability to warn the State's entire population (both
permanent and transient) about imminent and sudden emergencies.
Scope of Work
The Vendor shall host and maintain an emergency alert and notification system that
continues to meet requirements outlined in the Task Section of the Scope of Work
during the contract period. The Vendor will make the system available to FDEM, other
2
State Agencies through this Agreement, Florida College System Institutions and State
Universities as defined in Florida Statutes Section 1000.21, and Political Subdivisions as
defined in Florida Statutes Section 1.01 with a public alerting responsibility. FDEM will
maintain account control over the system and all other entities listed above will serve as
administrators of the system and primary originators of messages.
Timeframe for bringing entities online:
Entities will be brought online in accordance with a project management plan to include
onboarding and onsite training for new entities. 63 out of 67 counties are currently
operational. The Everbridge Technical Account Manager will meet the onboarding
needs of new jurisdictions.
System Elements and Sub-elements
1) Levels of Access
At the Organization level, there are many roles. You have access to components of
the system depending on your role. That is, the Everbridge Suite tabs available to
you after you login are the ones in which you have permission to work. Default roles
are:
A. Organization Administrator—This administrator is responsible for an
Everbridge Suite and/or Incident Management organization. Organization
Administrators can access all functionality available to the organization (all
Everbridge Suite and Incident Management tabs at the Organization level).
Organization Administrators can perform actions within their own
organizations, but not other organizations. They can add groups in their
• individual organizations.
B. Group Manager—This administrator can manage and send notifications to
predefined sets of contacts. Group Managers can access functionality at the
Organization level to the following Everbridge Suite tabs: Dashboard,
Universe, Notifications, Contacts, and Reports. Group Managers can perform
actions within their own groups. A Group Manager cannot edit the
organization settings.
C. Dispatcher- Users of this role can manage and send notification templates,
manage scheduled notifications, and manage active notifications. Dispatchers
can access functionality at the Organization level to the following Everbridge
Suite tabs: Dashboard, Universe, and Notifications.
D. Data Manager—Users of this role can only manage contact records (add,
edit, and remove). Data Managers can access functionality at the
Organization level to the following Everbridge Suite tabs: Contacts and
Reports.
E. Mass Notification Operator—Users of this role can send predefined
notification templates and can manage active notifications. Mass Notification
Operators can access functionality at the Organization level to the following
Everbridge Suite tabs: Notifications.
2) Incident Administrator—This administrator manages incident communication for the
organization. Incident Administrators can access functionality at the Organization
3
level to the following tabs: Incidents, Dashboard, Contacts, and Reports. Incident
Administrators can build incident templates, report on incidents and launch incident
notifications inherit all permissions of the Incident Operator.
3) Incident Operators can launch and manage incidents.
4) Data Managers can create and administer groups, update and upload contacts.
2) System Requirements
The System shall include the following, requirements:
A. Provide statewide coverage to an unlimited number of recipients.
B. Be capable of sending mass notifications for multiple unique simultaneous
events. The 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), outbound Common
Alerting Protocol format and social media (at a minimum Facebook and
Twitter). The Vendor may provide other methods if capable. 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 (e.g., a SMS), the system shall
intelligently detect and provide an alternate mechanism for the recipient to
view the complete message, such as a short-code link via Twitter.
C. The system shall have the following levels of access: system administrator,
jurisdiction/agency administrator, restricted user, message originator, and
recipient. The system must allow each administrator and message
originator to have a unique username and credential to access the site and
launch notifications, at no additional cost. System shall have tiered
administration to include state, county, city and jurisdiction/agency levels as
defined in the contract: Administrators shall be able to view system activity
of all administrators below their level. There shall be no limit on the number
of administrators or message originators. The system must:
1. Have the ability to offer single sign-on credentials
2. Be able to remotely wipe an app/user
D. Allow administrators and jurisdiction/agency administrators to create and
edit an unlimited number of notification groups and sub-groups.
Administrators and jurisdiction/agency administrators shall be able to
manage their own user groups. Jurisdiction/Agency administrators shall
be able to create an unlimited number of message categories that
recipients may subscribe to. The system must have the ability to:
1. Send notifications to a minimum of 5 million contacts from within one
account;
2. Must use a combination of dedicated Public Switched Telephone
Network (PSTN) telephony and on-demand VOIP for enhanced
scalability. All PSTN lines must be owned by the Vendor to ensure
control and capacity;
3. Vendor must provide a delivery Service Level Agreement stipulating a
minimum of 300,000 voice-based and 600,000 text-based messages
per hour;
4
4. Must allow an administrative user to adjust and align message delivery
to the capacity of the target phone networks to prevent system wide
disruption during a large notification.
a. Preferences must support the ability to define maximum number
of simultaneous calls for multiple telephone networks within the
same broadcast(i.e. 50 calls per minute to 555-123-xxxx and
100 calls per minute to 555-999-xxxx)
b. Preferences are easily accessible from within the system's web
user interface and require no vendor intervention for quick
adjustments.
E. Be web-based and hosted on the Vendor's infrastructure, accessible from
any internet connection and browser. 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: Google Chrome, Apple Safari, and Mozilla
Firefox. Message origination must be supported 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. The system must have the ability to:
1. Provide all notifications services through one user interface (UI), not
multiple UI's.
2. Post to multiple social channels from within the same notification.
3. Message recipient to reply in full sentences and provide geo location.
4. Message recipient to confirm receipt of message and stop notifications
upon confirmation.
5. Send follow up to existing notification recipients (i.e. confirmed, not
confirmed)for polling.
6. Create reports to show confirmation of receipt and not delivered.
7. Publish to Google Alerts through Nixie channels.
8. 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 system must be able to be triggered from inbound
Common Alert Protocol (CAP) format and push outbound in CAP
format. The Vendor must be a FEMA IPAWS Alert Origination Software
Provider. The system must have the ability to also test in a separate
environment from live and require for (PAWS with separate private key
and key store password.
9. Stop a broadcast after being initiated. Ability to set a broadcast
duration, whereas broadcast will automatically stop notifying contacts
at a set time.
5
10.Contact API — Data Integration purposes only.
F. Have the ability to securely accept, upload, and utilize jurisdiction/agency-
provided contact files (e.g., User Contact Data) and phone data at no
additional cost. Duplicate contact paths are deduplicated in the system so
that a delivery method is not attempted multiple times. Users can remove
duplicate contact information, but Everbridge assumes no responsibility to
remove contacts or edit duplicate delivery methods. Vendor will provide
publicly available landline and Voice Over Internet Protocol (VOIP) contacts
appropriate to the jurisdiction/agency user Annually in the month of July.
G. Provide a training/exercise mode which provides full functionality, but is
separate from contact data in the "real-world" instances of the system.
H. Through Everbridge's custom reporting tools, jurisdictions/agencies have the
ability to define reports without Vendor assistance and any
jurisdiction/agency-defined report format to be generated again in the future.
User must be able to customize and can be utilized within the web interface.
Reports can be exported in pdf or .csv file format. The number of report shall
be unlimited. The system must have the reporting ability to:
1. Show notification confirmation of receipt minute by minute, and not
delivered.
2. Produce custom reports using all application data including:
a. Recipient information, distribution group information, call
summary, message information and all other fields available in
the database.
b. Allow the user to choose the fields for the report.
c. Maintain a customized report library where users can save an
unlimited number of.reports.
d. Ability to export report data in CSV or PDF format.
I. Allow for the creation and storage of pre-scripted and editable templates
and audio and text messages. The system shall be able to store broadcast
templates/scenarios with content and recipients for later deployment. The
system shall allow jurisdiction/agency administrators and message
originators to edit pre-scripted messages and scenarios as needed.
J. Capable of voice recording by jurisdiction/agency administrators and
message originators. System shall be capable of text-to-speech. Voice
recordings and text-to-speech must be reviewable as part of message
origination workflow before message transmission.
K. Allow for web-based access for recipients any participating
jurisdiction/agency-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.
L. Allow the public to opt in to the system by registering phone numbers, SMS
numbers, and email addresses. This information shall be updated in real
time. Lost password and user name recovery shall be accomplished.
automatically and without administrator action. The system must have the
ability to:
1. Register all opt-in contacts locally and seamlessly roll up to
6
agency, city, county and state level accounts in real time (no delay
between registration at local level and contact populating in County
and State Account).
2. Notify special event attendees, seasonal visitors, or tourists with a
simple key word to text and opt-in.
3. Allow jurisdiction/agency users to download all contacts from system at
any time.
4. Pursuant to Section 119.071(5)(j), Florida Statutes, contacts in this
system is exempt from disclosure. The log in page of any entity can be
configured to display the following text: According to Section
119.071(5)(j), Florida Statutes, "Any information furnished by a person
to an agency for the purpose of being provided with emergency
notification by the agency is exempt from s. 119.07(1) and s. 24(a),
Art. I of the State Constitution. This exemption applies to information
held by an agency before, on, or after the effective date of this
exemption."
5. Have internal employee contacts in a different environment from public
contacts to avoid the potential of sending internal notifications to public
contacts.
M. Allow jurisdiction/agency administrators to customize, without vendor
intervention, the opt-in page content and banner for custom branding.
N. Have the ability for recipients to identify a preferred language. The system
shall support messages in multiple languages. The system shall use Google
translate or a Vendor-supported capability that is better than Google
Translate. The system shall allow administrators 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 also allow for web-based access for
recipients to a jurisdiction/agency-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 the aforementioned languages.
0. Allow citizens to register a minimum of two (2) location points in their
recipient profile (e.g., home, school, work) unless the jurisdiction/agency
requests only one location point. The system shall provide all of the following
methods for recipient registration:
1. 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. This can be
accomplished through point to address geo location.
2. Provide the ability for recipients to manually input latitude/longitude
(e.g., decimal degrees and United States National Grid.)
3. The ability for recipients to access a graphical user interface where they
can view their location on a map and select point.
4. Allow jurisdiction/agency administrators to view all geocoded contacts
7
on a map. Must be able to support single closed looped polygon
alerting to contacts.
5. Define an area(s) or zone(s)where people utilizing the system app will
receive a push notification when entering or within the designated zone
regardless if they're signed up for the jurisdiction's/agency's system.
6. Allow custom alert tones for emergency notifications on the user's app.
P. Be able to support a minimum of 3 telephone numbers, 3 SMS numbers, 3
physical addresses, and 3 email addresses per recipient; unless a
jurisdiction/agency prefers only 1 telephone number, 1 SMS number, 1
physical address, and 1 email address per recipient.
Q. Adhere to the "Common Alerting Protocol" (CAP) standard specified by
FEMA to include inbound/outbound CAP Format 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.
R. Support automatically adding and removing recipients at the
jurisdiction/agency-level from static and dynamic groups without vendor
assistance. System will allow for jurisdiction/agency level scheduled
automated contact file uploads to utilize information.
S. Have the inherent capability to immediately import and export recipient group
and sub-group data without vendor assistance.
T. Be capable of accepting, via secured web upload,jurisdictional supplied
phone data and mapping updates at no additional cost.
U. Be capable of managing special databases, such as a special needs registry,
with all the same functionality as other contact databases and must also allow
permissions on managing data and notifications to be set for various users.
There is an overall level for the manager(s) of the registry, and sub level(s)for
managers of groups, such as the ability for a home healthcare organization to
manage their registrant information without seeing other registrants which are
not under their care in the system. These positions can also be given or
restricted from the ability to send notifications. If they are allowed to send
notifications, there must be an ability for them to set a phone number for call
back that does not default to the phone number used for notifications from the
jurisdiction/agency over the system. Administrators can add additional
information questions to registration without assistance from vendor.
3) Geographical Information System Requirements
The System shall include the following GIS requirements:
A. System shall offer GIS functionality of administrator-drawn
geographic/polygon selection of specific areas to transmit messages and
generate call lists. Jurisdiction/Agency administrators shall be able to choose
to use the system's GIS functionality or to import local GIS shapefiles.
B. System shall support the ability to search for a geographic location using a
contact name, address, street segments, zip code, and latitude/longitude.
C. System shall allow for a search of the recipient database using any of the
fields contained in the database.
8
D. 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.
E. System shall include the ability to resize, modify, and rotate the shapes after
initial drawing or placement.
F. System shall include the ability to drag and drop the shapes to a different
location on the map. •
G. System shall include the ability to create both inclusion and exclusion
polygons.
H. System shall display the number of recipients included within a selected
region.
4) Notification Requirements
The System shall include the following notification requirements:
A. Use of the system shall not be governed by number of minutes, messages,
increments, or credits. System shall accomplish mass notification of the
public via phone (landline, VOIP, and wireless), Native SMS via SMPP
messaging, email, really simple syndication (RSS), Push Notification, and
Social Media. 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 SMS) the system
shall intelligently detect and provide an alternate mechanism for the recipient
to view the complete message, such as a short-code link.
B. All text/SMS messaging shall be Short Message Peer-to-Peer(SMPP)
messaging via cellular network gateway providers. Delivery of IPAWs/Cell
Broadcast messaging shall be CAP compliant pushed to the defined
cellular network platform/gateway. 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.
C. 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.
D. 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.
E. Enable message originators to specify whether recipients must
9
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.
F. 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.
G. Allow jurisdiction/agency administrators to use a system default or create a
jurisdiction/agency level caller ID and jurisdictional display name email
address to outgoing notification recipients.
H. Allow outgoing notification messages to contain photo, video, and audio
attachments and links with a maximum size of 2 MB.
I. System shall be Americans with Disabilities Act(ADA) compliant for photo,
video, and audio attachments and links, to include TDD/TTY capability.
J. Provide online real time reports detailing success, failure, and display call
results to include not connected. These reports shall be customizable per
jurisdiction/agency administrator.
K. 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.
L. Allow for voice message throttling, which allows the sender to determine
and define desired delivery rate for specific areas, area codes, and prefixes
so as to not overwhelm a telephone exchange for a given area.
M. Vendor must be capable of monitoring delivery performance and
automatically increasing system capacity on demand as Vendor doesn't
control carrier infrastructure.
N. When Vendor is periodically enhancing their system capacity clients must
experience no downtime impact during capacity enhancements.
O. Vendor must be capable of simulating system performance tests:
1. Performance tests must support real-life simulations including, but not
limited to, percentage of confirmed calls in the first attempt and the
ability to customize broadcast setting and delivery contact paths.
2. Simulation test calls must not be placed to invalid (555-) 0( C) phone
numbers.
5) Security Requirements
The System shall include the following security requirements:
A. 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:
1. Minimum of 12 character passwords
2. Maximum of 15 characters
3. Combination of upper and lower case letters
10
4. Allow for numeric and common symbols (e.g., ! @#$%^&*)
B. Encrypt data at rest and in transit.
C. Lockout accounts after 5 failed login attempts.
D. Allow 24 password generations. Meaning user must use 24 unique
passwords before they can reuse the first password.
E. Allow customizable password expiration of 90, 180, 365 and never for the
account and configurable session timeouts of 15, 30, 45 minutes and in 1
hour increments up to 12 hours.
F. Create an auditable event log for all account actions to be accessible by
system administrator.
G. System data centers shall reside in the United States.
H. Have the option to require a PIN to receive message for internal employee
notifications.
I. System shall be Department of Homeland Security (DHS) Safety Act
Certified as a Qualified Anti-Terrorism Technology and provide proof of
certification. https://www.dhs.gov/publication/safety-act-liability-protection
J. System must be Service Organization Control (SOC3) compliant or better.
Proof of compliance is required.
K. System must be Federal Risk and Authorization Management Program
(FedRAMP) compliant, or working towards compliance by July 1, 2019. Proof
of compliance or proof that compliance will be met by July 1 is required.
6) Support Requirements
The System shall include the following support requirements:
A. The Vendor shall provide 24/7/365 employee staffed technical support
helpdesk assistance via telephone and internet support for the application's
users at all levels, reachable by telephone or email and internet, and with
sufficient resources to respond to assistance requests. Support is available
24/7 by phone. Helpdesk assistance must be available in multiple languages
and via TTY and cannot be "on-call." Helpdesk assistance must be in-house;
no third-party Vendors to be used.
B. In addition to helpdesk support, the Vendor will provide a representative who
resides in the State of Florida to assist with technical support during times of
emergencies and critical events, and testing for such events, at any
jurisdictional/agency level to expedite assistance in meeting the needs of the
jurisdictions/agencies within the bounds of the Scope of Work. The
representative must be reachable via phone and email, and have
connectivity to send messages on behalf of a jurisdiction/agency when
requested.
C. The Vendor shall be able to initiate alert notifications on behalf of
administrators and jurisdiction/agency administrators if connectivity with the
system is lost.
D. 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.
E. The system will provide online user help and assistance. Online help will
11
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 (e.g.,
screen-within-a-screen). Training for system use must be web-based.
F. The annual maintenance agreement will include Vendor maintenance, and
support shall include all applicable patches released, including for any third-
party system components.
G. The jurisdiction supplied data, including opt-in or jurisdiction/agency-supplied,
remains the property of the jurisdiction/agency 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/agencies 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 or given to any third party.
H. The Vendor shall conduct at least one webinar training a month, available
to any administrator of the system, during the contract period if requested.
I. Where requested by an eligible jurisdiction/agency, Vendor will support a
minimum two-day onsite training and onboarding for new Jurisdictions.
Tasks:
The Vendor shall complete the following:
1. Deliver a system that satisfies all of the System Requirements, Geographical
Information System Requirements, Notification Requirements, Security
Requirements, and Support Requirements outlined in this Scope of Work
addendum.
2. Host and maintain the emergency alert and notification system that shall continue
to meet the requirements outlined in the Scope of Work for the duration of the
contract period.
3. Continue to provide services in this Scope of Work to entities that acquired
services through Memoranda of Agreement executed under contract number
DEM-16-PG-E4-13-00-22-379.
4. Provide services in this Scope of Work to entities that may acquire services
through Memoranda of Agreement executed under this Agreement.
Deliverables
No later than the 20th calendar day of each month, the Vendor shall provide an invoice
for payment to the Contract Manager via email, along with a report documenting the
usage and work performed (in a format approved by the Contract Manager), that at a
minimum contains the following:
• The number of broadcast notifications sent;
• The number of recipients who received notifications;
• The number of messages sent to broadcast the notifications;
• The number of business and residential contacts including VOIP, and any
increases;
• The number of contacts subscribed to the system; and
• The name and number of jurisdictions/agencies using the system.
12
Period of Performance
July 1, 2019 through June 30, 2024.
Method of Compensation
It is anticipated that the Division will issue one (1) five-year fixed price Contract to the
awarded Vendor. The Contract price is all inclusive and the Division will not
compensate or reimburse the Contractor any other amounts related to Contract
performance. The Division will pay the contractor one advance payment annually (per
invoice) in July of each year during the term in the amount of$2.500.000.00 and, based
on the Deliverables, the amount of$83,333.33 on a monthly basis, minus any amounts
due to the Division for financial consequences (see below).
Invoice Requirements
In accordance with Florida Statutes Section 287.058(1)(a), the Contractor will provide
the Contract Manager invoices in sufficient detail for a proper pre-audit and post-audit
thereof. All invoices must be submitted on a monthly basis to the Division's Contract
Manager in accordance with the State of Florida Reference Guide for State
Expenditures at:
https://www.myfloridacfo.com/Division/AA/Manuals/Auditing/Reference Guide For Stat
e Expenditures.pdf.
To be payable, invoices shall:
• Include, at a minimum: the invoice number, invoice date, Contract Number,
deliverable reference number and description, remit address, current invoice
amount, cumulative amount invoiced to date, and a certifying signature. Payment
shall be made in accordance with Florida Statutes Sections. 215.422 and
287.0585, which govern time limits for payment of invoices;
• Include a signature approval from the Contractor. The invoices shall be
accompanied by a monthly report specifying the tasks and activities performed;
and,
• Invoices must be accepted and approved by the Division.
Financial Consequences Triggers
Financial consequences shall be assessed for contract non-compliance or non-
performance. Other than for reasons described in Section 9.E in the Agreement, 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, after an initial grace
period of fifteen (15) minutes and up to a maximum of$10,000 per occurrence.
13
Exhibit "A"
Scope of Work
Florida Statewide Emergency Alert and Notification System
Statement of Purpose / Need
Florida Statutes Section 252.35(2)(a)6 requires The Florida Division of Emergency
Management(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 seeks to procure 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; Push Notification; and, Telecommunications Device
for the Deaf/Teletypewriter("TDD/TTY"). The system must integrate with the following
alert systems: The Emergency Alert System ("EAS")1; and, The Integrated Public Alert and
Warning System ("IPAWS")2. The system must be able to be triggered by and send out in
Common Alerting Protocol (CAP) Format. Additionally, the system must include the
capability to: Automatically disseminate weather warnings issued by the National Weather
Service ("NWS"); and, Communicate in multiple languages. The system will be made
available for FDEM, other state agencies with a public alerting responsibility, Florida
College System Institutions and State Universities as defined in 1000.21 Florida Statutes,
and Political Subdivisions as defined in Florida Statutes Section 1.01 with a public alerting
responsibility.
Under the authority of the General Services Administration (GSA) Disaster Purchasing
Program. The products and services purchased will be used in preparation or response to
disasters or recovery from major disaster declared by the President, or recovery from
terrorism or nuclear, biological, chemical, or radiological attack.
The Contract Manager for the Division will be
Andrew Sussman
Information and Technology Management
Florida Division of Emergency Management
850-815-4110
Andrew.Sussman(a�em.mvflorida.com
1 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.
2 The Integrated 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.
1
Background
FDEM already has systems in place to communicate emergency response decisions to
other state agencies and to the political subdivisions of this State. As of 2016, FDEM
and all counties possess a comprehensive, interoperable communication system that
can alert the State's population (both permanent and transient) to the threat posed by an
imminent or sudden emergency. The contract for FDEM, and participating political
subdivisions under this system, will expire June 30, 2019.
All political subdivisions within the State possess emergency notification and alert
systems, provided through the State's current contract or through an alternative system
funded locally.
• FDEM assists political subdivisions that 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 have received
adequate or effective warnings about imminent or sudden emergencies. The
current state contract prevents this gap.
• 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.
• 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 Request for Quote ("RFQ"), FDEM seeks to
continue to maintain and enhance a baseline that has been created by procuring an
emergency notification and alert system that can span across the funding, coverage,
interoperability, capacity, as well as the socioeconomic and cultural divides that
previously inhibited FDEM's ability to warn the State's entire population (both
permanent and transient) about imminent and sudden emergencies.
Scope of Work
The Vendor shall host and maintain an emergency alert and notification system that
continues to meet requirements outlined in the Task Section of the Scope of Work
during the contract period. The Vendor will make the system available to FDEM, other
2
State Agencies with a public alerting responsibility, Florida College System Institutions
and State Universities as defined in Florida Statutes Section 1000.21, and Political
Subdivisions as defined in Florida Statutes Section 1.01 with a public alerting
responsibility. FDEM will maintain account control over the system and all other entities
listed above will serve as administrators of the system and primary originators of
messages.
Timeframe for bringing entities online:
The current contract that ends June 30, 2019 will have approximately 63 out of 67
counties and over 200 political subdivisions with the current vendor. Respondents shall
propose a timeframe needed to bring those entities up to full usage and statewide
current capacity during the term of this agreement, which will begin on July 1, 2019 and
end on June 30, 2024.
Indicate how many employees you will dedicate to this contract under the proposed
funding of$3.5 million annually where a minimum 2-day onsite training and assistance
with the onboarding may be requested by jurisdictions/agencies eligible to be a part of
this agreement.
System Elements and Sub-elements
1) Levels of Access
The system shall have the following levels of access by definition:
A. System Administrator: Individuals at the state level that perform account
administration and oversight activities, to include creating new jurisdiction-
level accounts and monitoring system usage across all lower accounts.
B. Jurisdiction/Agency Administrator: Primary user for the
jurisdiction/agency, able to create and manage message originator accounts
and recipient contact data sources within. the jurisdiction's/agency's segment
of the system. Also performs the functions of a message originator.
C. Restricted User: An individual authorized to use only portions or certain
levels of the system as approved by the Jurisdiction/Agency Administrator.
D. Message Originator: An individual authorized to initiate a notification
message and monitor the status of other notifications originated within the
jurisdiction/agency.
E. Recipient: An end-user contact in the jurisdiction's/agency's account;
someone who receives a notification. Recipient information maintained in this
system is owned by the local and state jurisdiction/agency.
2) System Requirements
The System shall include the following, requirements:
A. Provide statewide coverage to an unlimited number of recipients.
B. Be capable of sending mass notifications for multiple unique simultaneous
events. The 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), outbound Common
3
Alerting Protocol format and social media (at a minimum Facebook and
Twitter). The Vendor may provide other methods if capable. 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 (e.g., a SMS), 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. The system shall have the following levels of access: system administrator,
jurisdiction/agency administrator, restricted user, messageoriginator, and
recipient. The system must allow each administrator and message
originator to have a unique username and credential to access the site and
launch notifications, at no additional cost. System shall have tiered
administration to include state, county, city and jurisdiction/agency levels as
defined in the contract. Administrators shall be able to view system activity
of all administrators below their level. There shall be no limit on the number
of administrators or message originators. The system must:
1. Have the ability to offer single sign-on credentials
2. Be able to remotely wipe an app/user
D. Allow administrators and jurisdiction/agency administrators to create and
edit an unlimited number of notification groups and sub-groups.
Administrators and jurisdiction/agency administrators shall be able to
manage their own user groups. Jurisdiction/Agency administrators shall
be able to create an unlimited number of message categories that
recipients may subscribe to. The system must have the ability to:
1. Send notifications to a minimum of 5 million contacts from within one
account;
2. Must use a combination of dedicated Public Switched Telephone
Network (PSTN) telephony and on-demand VOIP for enhanced
scalability. All PSTN lines must be owned by the Vendor to ensure
control and capacity;
3. Vendor must provide a delivery Service Level Agreement stipulating a
minimum of 300,000 voice-based and 600,000 text-based messages
per hour;
4. Must allow an administrative user to adjust and align message delivery
to the capacity of the target phone networks to prevent system wide
disruption during a large notification.
a. Preferences must support the ability to define maximum number
of simultaneous calls for multiple telephone networks within the
same broadcast(i.e. 50 calls per minute to 555-123-xxxx and
100 calls per minute to 555-999-xxxx)
b. Preferences are easily accessible from within the system's web
user interface and require no vendor intervention for quick
adjustments.
E. Be web-based and hosted on the Vendor's infrastructure, accessible from
any internet connection and browser. The Vendor will not require additional
client- or server-based hardware to be housed on-site by administrators. The
4
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. Message origination must be supported
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. The system must have the ability to:
1. Provide all notifications services through one user interface (UI), not
multiple UI's.
2. Post to multiple social channels from within the same notification.
3. Message recipient to reply in full sentences and provide geo location.
4. Message recipient to confirm receipt of message and stop notifications
upon confirmation.
5. Send follow up to existing notification recipients (i.e. confirmed, not
confirmed)for polling.
6. Create reports to show confirmation of receipt and not delivered.
7. Publish to Google Alerts.
8. 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 system must be able to be triggered from inbound
Common Alert Protocol (CAP)format and push outbound in CAP
format. The Vendor must be a FEMA (PAWS Alert Origination Software
Provider. The system must have the ability to also test in a separate
environment from live and require for IPAWS with separate private key
and key store password.
9. Stop a broadcast after being initiated. Ability to set a broadcast
duration, whereas broadcast will automatically stop notifying contacts
at a set time.
10.AIlow for application programming interface (API)functionality for third-
party applications for all entities that become part of this agreement
upon request.
F. Have the ability to securely accept, upload, and utilize jurisdiction/agency-
provided contact files (e.g., User Contact Data) and phone data at no
additional cost, and be able to scrub duplicate information, preferably within
the system. Vendor will provide publically available landline and Voice Over
Internet Protocol (VOIP) contacts appropriate to the jurisdiction/agency user
accounts.
G. Provide a training/exercise mode which provides full functionality, but is
separate from contact data in the "real-world" instances of the system.
H. Contain a reporting tool, with the ability for jurisdictions/agencies to define
reports without Vendor assistance and any jurisdiction/agency-defined report
5
format to be generated again in the future. User must be able to customize
and can be utilized within the web interface. Exporting into an Excel or .csv
file as ONLY option in order to customize the report is NOT acceptable. The
number of report formats shall be unlimited. The system shall allow for the
export of any data in standard delimited format and pdf. The system must
have the reporting ability to:
1. Show notification confirmation of receipt minute by minute, and not
delivered.
2. Produce custom reports using all application data including:
a. Recipient information, distribution group information, call
summary, message information and all other fields available in
the database.
b. Allow the user to choose the fields for the report.
c. Maintain a customized report library where users can save an
unlimited number of reports.
d. Ability to export report data in CSV or PDF format.
I. Allow for the creation and storage of pre-scripted and editable templates
and audio and text messages. The system shall be able to store broadcast
templates/scenarios with content and recipients for later deployment. The
system shall allow jurisdiction/agency administrators and message
originators to edit pre-scripted messages and scenarios as needed.
J. Capable of voice recording by jurisdiction/agency administrators and
message originators. System shall be capable of text-to-speech. Voice
recordings and text-to-speech must be reviewable as part of message
origination workflow before message transmission.
K. Allow for web-based access for recipients any participating
jurisdiction/agency-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. Vendor will provide publically available
landline and Voice Over Internet Protocol (VOIP) contacts appropriate to
the jurisdiction/agency user accounts.
L. Allow the public to opt in to the system by registering phone numbers,
SMS/MMS numbers, and email addresses. This information shall be
updated in real time. Lost password and user name recovery shall be
accomplished automatically and without administrator action. The system
must have the ability to:
1. Register all opt-in contacts locally and seamlessly roll up to
agency, city, county and state level accounts in real time (no delay
between registration at local level and contact populating in County
and State Account).
2. Notify special event attendees, seasonal visitors, or tourists with a
simple key word to text and opt-in.
3. Allow jurisdiction/agency users to download all contacts from system at
any time. When a jurisdiction/agency downloads contacts from a
system at any time, a message will prompt to notify Florida users of the
following statute: Section 119.071 (5)(j) General exemptions from
6
inspection or copying of public records.j) Any information furnished
by a person to an agency for the purpose of being provided with
emergency notification by the agency is exempt from s. 119.07(1) and
s. 24(a), Art. I of the State Constitution. This exemption applies to
information held by an agency before, on, or after the effective date of
this exemption.
4. Have internal employee contacts in a different environment from public
contacts to avoid the potential of sending internal notifications to public
contacts.
M. Allow jurisdiction/agency administrators to customize, without vendor
intervention, the opt-in page content and banner for custom branding.
N. Have the ability for recipients to identify a preferred language. The system
shall support messages in multiple languages. The system shall use Google
translate or a Vendor-supported capability that is better than Google
Translate. The system shall allow administrators 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 also allow for web-based access for
recipients to a jurisdiction/agency-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 the aforementioned languages.
0. Allow citizens to register a minimum of two (2) location points in their
recipient profile (e.g., home, school, work) unless the jurisdiction/agency
requests only one location point. The system shall provide all of the following
methods for recipient registration:
1. 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.
2. Provide the ability for recipients to manually input latitude/longitude
(e.g., decimal degrees and United States National Grid.)
3. The ability for recipients to access a graphical user interface where they
can view their location on a map and select point.
4. Allow jurisdiction/agency administrators to view all geocoded contacts
on a map. Must be able to support multiple types of polygons alerting
to contacts.
5. Define an area(s) or zone(s) where people utilizing the system app will
receive a push notification when entering or within the designated zone
regardless if they're signed up for the jurisdiction's/agency's system.
6. Allow custom alert tones for emergency notifications on the user's app.
P. Be able to support a minimum of 3 telephone numbers, 3 SMS numbers, 3
physical addresses, and 3 email addresses per recipient; unless a
jurisdiction/agency prefers only 1 telephone number, 1 SMS number, 1
physical address, and 1 email address per recipient.
Q. Adhere to the "Common Alerting Protocol" (CAP) standard specified by
FEMA to include inbound/outbound CAP Format 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.
R. Support automatically adding and removing recipients at the
jurisdiction/agency-level from static and dynamic groups without vendor
assistance. System will allow for jurisdiction/agency level scheduled
automated contact file uploads to utilize information.
S. Have the inherent capability to immediately import and export recipient group
and sub-group data without vendor assistance.
T. Be capable of accepting, via secured web upload, phone data and mapping
updates at no additional cost.
U. Be capable of managing special databases, such as a special needs registry,
with all the same functionality as other contact databases and must also allow
permissions on managing data and notifications to be set for various users.
There is an overall level for the manager(s) of the registry, and sub level(s)for
managers of groups, such as the ability for a home healthcare organization to
manage their registrant information without seeing other registrants which are
not under their care in the system. These positions can also be given or
restricted from the ability to send notifications. If they are allowed to send
notifications, there must be an ability for them to set a phone number for call
back that does not default to the phone number used for notifications from the
jurisdiction/agency over the system. Administrators can add additional
information questions to registration without assistance from vendor.
3) Geographical Information System Requirements
The System shall include the following GIS requirements:
A. Offer GIS functionality of administrator-drawn geographic/polygon selection of
specific areas to transmit messages and generate call lists.
Jurisdiction/Agency administrators shall be able to choose to use the
system's GIS functionality or to import local GIS shapefiles.
B. Support the ability to search for a geographic location using a contact name,
address, street segments, zip code, and latitude/longitude.
C. Offer local GIS geocoding capability. The ability for local import of an
address locator so that this locator can geocode against uploaded data and
be capable of producing a downloadable geocoding report shall list the
addresses which were geocoded correctly and which addresses failed the
geocoding process.
D. System must be ArcGIS Server compatible and allow users to import custom
maps, shapes, and layers from local servers.
E. Allow for a search of the recipient database using any of the fields contained
in the database.
F. 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.
G. Include the ability to resize, modify, and rotate the shapes after initial drawing
or placement.
8
II
H. Include the ability to drag and drop the shapes to a different location on the
map.
I. Include the ability to create both inclusion and exclusion polygons.
J. Display the number of recipients included within a selected region.
4) Notification Requirements
The System shall include the following notification requirements:
A. Use of the system shall not be governed by number of minutes, messages,
increments, or credits. 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), Push Notification,
and Social Media. 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 SMS) the system
shall intelligently detect and provide an alternate mechanism for the recipient
to view the complete message, such as a short-code link.
B. All text/SMS messaging shall be Short Message Peer-to-Peer(SMPP)
messaging via cellular network gateway providers. Delivery of IPAWs/Cell
Broadcast messaging shall be CAP compliant pushed to the defined
cellular network platform/gateway. 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.
C. 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.
D. 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.
E. 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.
F. Allow message originators to enable a timeout option for notifications, at
which time notification attempts will cease, even if a user has not been
9
successfully contacted. For weather notifications, this timeout window
should default to the expiration of the product issued by the National
Weather Service.
G. Allow jurisdiction/agency administrators to use a system default or create a
jurisdiction/agency level caller ID and sent-from email address to outgoing
notification recipients.
H. Allow outgoing notification messages to contain photo, video, and audio
attachments and links.
I. System shall be Americans with Disabilities Act(ADA) compliant for photo,
video, and audio attachments and links, to include TDD/TTY capability.
J. Provide online real time reports detailing success, failure, and reason for
failure. These reports shall be customizable per jurisdiction/agency
administrator.
K. 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.
L. Allow for voice message throttling, which allows the sender to determine
and define desired delivery rate for specific areas, area codes, and prefixes
so as to not overwhelm a telephone exchange for a given area.
M. Allow for"auto call throttling" capability. At a minimum, Vendor must provide
a real-time demonstration of the technology, accompanied by reports, that
prove how the system automatically adjusts calls during network
congestion, the success rates, retries to unsuccessful calls, network
capacity reports, and final call completion success rates.
N. Vendor must be capable of monitoring delivery performance and
automatically increasing system capacity on demand to avoid long
broadcast delays.
0. When Vendor is periodically enhancing their system capacity clients must
experience no downtime impact during capacity enhancements.
P. Vendor must be capable of simulating system performance tests:
1. Performance tests must support real-life simulations including, but not
limited to, percentage of confirmed calls in the first attempt and the
ability to customize broadcast setting and delivery contact paths.
2. Simulation test calls must not be placed to invalid (555- 00(X) phone
numbers.
5) Security Requirements
The System shall include the following security requirements:
A. 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:
1. Minimum of 12 character passwords
2. Maximum of 15 characters
3. Combination of upper and lower case letters
4. Allow for numeric and common symbols (e.g., ! @#$%^&*)
B. Encrypt data at rest and in transit.
10
C. Lockout accounts after 3 failed login attempts.
D. Allow 24 password generations. Meaning user must use 24 unique
passwords before they can reuse the first password.
E. Allow customizable password expiration for the account and configurable
session timeouts.
F. Create an auditable event log for all account actions to be accessible by
system administrator.
G. System data centers shall reside in the United States.
H. Have the option to require a PIN to receive message for internal employee
notifications.
I. System shall be Department of Homeland Security (DHS) Safety Act
Certified as a Qualified Anti-Terrorism Technology and provide proof of
certification. https://www.dhs.gov/publication/safety-act-liabilitv-protection
J. System must be Service Organization Control (SOC3) compliant or better.
Proof of compliance is required.
K. System must be Federal Risk and Authorization Management Program
(FedRAMP) compliant, or working towards compliance by July 1, 2019. Proof
of compliance or proof that compliance will be met by July 1 is required.
6) Support Requirements
The System shall include the following support requirements:
A. The Vendor shall provide 24/7/365 employee staffed technical support
helpdesk assistance via telephone and internet support for the application's
users at all levels, reachable by telephone or email and Internet, and with
sufficient resources to respond to assistance requests within 30 minutes.
Helpdesk assistance must be available in multiple languages and via TTY
and cannot be "on-call." Helpdesk assistance must be in-house; no third-party
Vendors to be used.
B. In addition to helpdesk support, the Vendor will provide a representative who
resides in the State of Florida to assist with technical support during times of
emergencies and critical events, and testing for such events, at any
jurisdictional/agency level to expedite assistance in meeting the needs of the
jurisdictions/agencies within the bounds of the Scope of Work. The
representative must be reachable via phone and email, and have
connectivity to send messages on behalf of a jurisdiction/agency when
requested.
C. The Vendor shall be able to initiate alert notifications on behalf of
administrators and jurisdiction/agency administrators if connectivity with the
system is lost.
D. 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.
E. 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 (e.g.,
screen-within-a-screen). Training for system use must be web-based.
11
F. The annual maintenance agreement will include Vendor maintenance, and
support shall include all applicable patches released, including for any third-
party system components.
G. 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 needed use of the system. The Vendor will meet these needs
if they are determined within the testing period.
H. The system's recipient data, including opt-in or jurisdiction/agency-supplied,
remains the property of the jurisdiction/agency 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/agencies 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 or given to any third party.
I. The Vendor shall conduct at least one webinar training a month, available
to any administrator of the system, during the contract period if requested.
J. Where requested by an eligible jurisdiction/agency, Vendor will support a
minimum two-day onsite training and onboarding for new users.
Tasks:
The Vendor shall complete the following:
1. Deliver a system that satisfies all of the System Requirements, Geographical
Information System Requirements, Notification Requirements, Security
Requirements, and Support Requirements outlined in the Scope of Work above
by July 1, 2019.
2. In a test environment within the Vendor's system, Vendor will conduct a
jurisdiction/agency-level (per FDEM direction) notification test using telephone,
SMS, and email by no later than July 30, 2019
3. Host and maintain the emergency alert and notification system that shall continue
to meet the requirements outlined in the Scope of Work for the duration of the
contract period.
4. Continue to provide services in this Scope of Work to entities that acquired
services through Memoranda of Agreement executed under contract number
DEM-16-PG-E4-13-00-22-379.
5. Provide services in this Scope of Work toentities that may acquire services
through Memoranda of Agreement executed under this Agreement.
Deliverables
No later than the 20th calendar day of each month, the Vendor shall provide an invoice
for payment to the Contract Manager via email, along with a report documenting the
usage and work performed (in a format approved by the Contract Manager), that at a
minimum contains the following:
• The number of broadcast notifications sent;
• The number of recipients who received notifications;
• The number of messages sent to broadcast the notifications;
• The number of business and residential contacts including VOIP, and any
12
it
increases;
• The number of contacts subscribed to the system;
• The name and number of jurisdictions/agencies using the system; and,
• Any issues or problems, including, but not limited to, the items in the Financial
Consequences section regarding System uptime, System Performance,
Catastrophic System Failure Recovery Time, and High Priority Issues that
arose during that month, the duration of the issue or problem, the
jurisdictions/agencies impacted, and the resolution or corrective action taken.
Period of Performance
July 1, 2019 through June 30, 2024.
Method of Compensation
It is anticipated that the Division will issue one (1)five-year fixed price Contract to the
awarded Vendor. The Contract price is all inclusive and the Division will not
compensate or reimburse the Contractor any other amounts related to Contract
performance. The Division will pay the contractor one advance payment annually (per
invoice) in July of each year during the term in the amount of$2.500.000.00 and, based
on the Deliverables, the amount of$83,333.33 on a monthly basis, minus any amounts
due to the Division for financial consequences (see below).
Invoice Requirements
In accordance with Florida Statutes Section 287.058(1)(a), the Contractor will provide
the Contract Manager invoices in sufficient detail for a proper pre-audit and post-audit
thereof. All invoices must be submitted on a monthly basis to the Division's Contract
Manager in accordance with the State of Florida Reference Guide for State
Expenditures at:
https://www.mvfloridacfo.com/Division/AA/Manuals/Auditing/Reference Guide For Stat
e Expenditures.pdf.
To be payable, invoices shall:
• Include, at a minimum: the invoice number, invoice date, Contract Number,
deliverable reference number and description, remit address, current invoice
amount, cumulative amount invoiced to date, and a certifying signature. Payment
shall be made in accordance with Florida Statutes Sections. 215.422 and
287.0585, which govern time limits for payment of invoices;
• Include a signature approval from the Contractor. The invoices shall be
accompanied by a monthly report specifying the tasks and activities performed;
and,
• Invoices must be accepted and approved by the Division.
Financial Consequences Triggers
Financial consequences shall be assessed for contract non-compliance or non-
performance. The table below describes the financial consequence triggers.
Before submitting an invoice, the Contractor shall deduct financial consequences or
13
' notifythe
liquidated damages due. The Division's Contract Manager will of
the Division's intent to deduct financial consequences pursuant to the applicable
contract provision. Failure by the Division to notify the Contractor for any financial
consequences shall not relieve the Contractor from such obligations. The Division shall
only pay the Contractor for documented services delivered and approved by the
Contract Manager.
Financial Consequences Triggers
Description Amount Financial Consequences Trigger
System Uptime $250 per day System is down and unavailable for over 30
minutes in a 24-hour period.
System $250 per day System falls below guaranteed system
Performance performance levels for over three
consecutive days, not including state
observed holidays. Upon triggering, financial
consequences are retroactive to day one.
Catastrophic $500 per day Following a catastrophic failure, system is
System Failure not available in the time stated in the SLA.
Recovery Time
High Priority Issues $250 per day Issue not resolved to the Division's
satisfaction per the Service Level Agreement
(SLA)for three occurrences during a calendar
month.
Financial Consequences for Non-Performance
If the Vendor fails to provide the monthly report in the timeframe, and as required by the
Deliverable section above, the Division shall impose a financial consequence, reducing
the total monthly invoice amount equal to 1°/0 for each day the report is late or missing
information. The Vendor shall not be liable for delays directly caused by the Division.
14
Exhibit B
Price Sheet
RFQ!DEllil-i 81194)21
Florida Statewide Emergency Alert and islatification System
Deliver, host and maintain an emergency alert and notification system that continues to
meet reOUirethentS outlined in the Scopeof\Mirk during the contract period.
Annual fee$ 3,500:,000,.00
Total'Piing for 5 Year throkign June 30,2:024. $ 17.500-000.00
The criteria for price evaluatiOn shall be based upon the following formula;
(Low Price/proposers Price)x Price Points r7--- PropoSers AWarded Points
'Monthly invoice amount to be determined with awarded Vendor
Professional Services.Using a separate sheet,the Vendor shall provide position title(s),
position descriptions and hourlyrate(s) for professional services that MAY be used for
jurisdictions/agencies to receive additional customization ABOVE AND BEYOND the
Divisions technical requirements in this scope:These rates will net be scored and do not
count as part of the price Points. Please note: jurisdictions/Agencies are responsible for
their own ,additional customizations including any costs associated, with those
custernitationS.
Acknowledgement certify that I have read and agree to abide by all terms and
conditions of this solicitation and that II art" authorized to sign for the proposerI certify
that the response submitted is made in conformance with all requirements of the
sOlicitation.
Vendor EVerbildge..Inc. FEID# 262919312
Address: 455:North Lake Avenue, Suite 900 City Pasadena
State CA Zip Code: 91101
Telephone Number: 781.33.9880 E-Mail Address: bridget.sarrisP.everbridge.corn
Authorized Signature
Signature:
Printed/Typed:Phillip E. Huff. CAO Date: 3 • 2.-="
22
Aeverbridge Exhibit C
Everbridge, Inc.
GSA Approved End User License Agreement
This End User License Agreement ("Agreement") is entered communications by Users using the Solutions. Customer shall
into by and between Everbridge, Inc. ("Everbridge") and an promptly notify Everbridge if it becomes aware of any User
Ordering Activity,an entity entitled to order under GSA Schedule action or omission that would constitute a breach or violation of
contracts as defined in GSA Order ADM 4800.2H, as may be this Agreement.
revised from time to time("Customer"),effective on the date of
signature by an authorized signatory on the Quote or other 3.2 Customer Data. "Customer Data" is all electronic
ordering document ("Effective Date"). Everbridge and data transmitted to Everbridge in connection with the use of the
Customer are each hereinafter sometimes referred to as a Solutions, including data submitted by Contacts. Customer Data
"Party"and collectively,the"Parties." provided by Customer shall be true, accurate, current and
complete, and shall be in a form and format specified by
1. SERVICE. Everbridge. Customer shall have sole responsibility for the
accuracy, quality, integrity, legality, reliability, and
1.1 Orders.Everbridge shall provide Customer access appropriateness of all Customer Data. Customer represents that
to its proprietary interactive communication solutions (the it has the right to authorize and hereby does authorize Everbridge
"Solutions")subject to the terms and conditions set forth in this and its"Service Providers"to collect,store and process Customer
Agreement and the description of services and pricing provided Data subject to the terms of this Agreement."Service Providers"
in the applicable quote (the "Quote"). If applicable, Everbridge shall mean communications carriers, data centers, collocation
shall provide the training and professional services set forth in and hosting services providers, and content and data
the Quote.Collectively,the Solutions and professional services management providers that Everbridge uses in providing the
are referred to as the "Services". Everbridge shall provide Solutions. Customer shall maintain a copy of all Customer
Customer with login and password information for each User(as Contact data that it provides to Everbridge. Customer
defined below) and will configure the Solution to contact the acknowledges that the Solutions are a passive conduit for the
maximum number of Contacts(as defined below)or Users, as transmission of Customer Data and Everbridge shall have no
applicable depending on the Solutions ordered. Unless liability for any errors or omissions,or for any defamatory,libelous,
otherwise provided in the applicable Quote or documentation, offensive or otherwise objectionable or unlawful content in any
Services are purchased as annual subscriptions. Customer Data,or for any losses,damages,claims,suits or other
actions arising out of or in connection with any Customer Data
1.2 Users; Contacts."Users"are individuals who are
authorized by Client from time to time to use the Solutions for sen , accessed, posted or otherwise transmitted via the
the purposes of sending notifications, configuring templates, Soluutions.
reporting or managing data, serving as system administrators, 4. TERM. This Agreement will commence on the Effective
or performing similar functions, and who have been supplied Date and will continue in full force and effect until all executed
user identifications and passwords by Client.Users may include Quotes have terminated.
employees and contractors of Customer or an Included
Department. "Included Department" means any enterprise 5. TERMINATION;SUSPENSION.
department, office, agency, or other entity that receives a
majority of its funding from the same general or enterprise fund, 5.1 Termination by Either Party. [Intentionally
as applicable,as the Customer."Contacts"are individuals who Deleted]
Customer contacts through the Solutions and/or who provides 5.2 Termination by Everbridge. [Intentionally
their personal contact information to Everbridge, including Deleted]
through an opt-in portal. If applicable to the particular Solution,
the number of Users and/or Contacts that may be authorized by 5.3 Suspension. Everbridge may suspend, with or
Customer is set forth on the Quote. without notice, the Solution or any portion for (i) emergency
2. PAYMENT TERMS. Customer shall pay the fees set forth network repairs, threats to, or actual breach of network security;
in the Quote("Pricing"). All pricing must be consistent with the or(ii)any legal, regulatory, or governmental prohibition affecting
Schedule Price List. If Customer exceeds the usage levels the Solution. In the event of a suspension, Everbridge shall use
specified in the Quote,then Everbridge may invoice Customer for its best efforts to notify Customer through its Customer Portal
any overages at rates consistent with the Schedule Price list. and/or via email prior to such suspension and shall reactivate any
.Professional Services must be used within 12 months from date affected portion of the Solution as soon as possible.
of purchase. Everbridge acknowledges that payment is subject 6. PROPRIETARY RIGHTS.
to the appropriation of additonal funds by the Legislature.
3. RESPONSIBILITIES. 6.1 Grant of License. Everbridge hereby grants to
3.1 Users. Customer shall undergo the initial setup Customer, during the term of this Agreement, a non-exclusive,
and training as set forth in the Implementation — Standard non-transferable, non-sublicensable right to use the Solutions
inclusion sheet provided with the Quote. The Implementation subject to the terms and conditions of this Agreement. Upon
sheet provides a detailed list of the services included as part of termination of this Agreement for any reason, the foregoing
the implementation purchased and the corresponding timelines. license shall terminate automatically and Customer shall
Customer shall be responsible for: (i) ensuring that Users discontinue all further use of the Solutions.
maintain the confidentiality of all User login and password 6.2 Restrictions. Customer shall use the Solutions
information; (ii) ensuring that Users use the Services in solely for its internal business purposes and shall not make the
accordance with all applicable laws and regulations, including Solutions available to,or use the Solutions for the benefit of,any
those relating to use of personal information; (iii)any breach of third party except as expressly contemplated by this Agreement.
the terms of this Agreement by any User; and (iv) all
GSA End User License Agreement(based on MSA v6 1.29.17) 1
Customer shall not: (i) copy, modify, reverse engineer, de- affiliate organizations having a need to know; or (ii) to the
compile, disassemble or otherwise attempt to discover or personnel of the Receiving Party's consultants and service
replicate the computer source code and object code provided or providers having a need to know, and only then if such
used by Everbridge in connection with delivery of the Solutions consultants and service providers are bound by confidentiality
(the "Software") or create derivative works based on the and non-disclosure commitments substantially similar to those
Software, the Solutions or any portion thereof; (ii) merge any of contained herein. Each Party agrees to protect the Confidential
the foregoing with any third party software or services; (iii) use Information of the other Party with the same level of care that it
any Everbridge Confidential Information to create a product that uses to protect its own confidential information, but in no event
competes with the Software; (iv) remove, obscure or alter any less than a reasonable level of care.
proprietary notices or labels on the Software or any portion of the
Solutions; (v) create internet "links" to or from the Solutions, or 8. WARRANTIES; DISCLAIMER.
"frame"or"mirror"any content forming part of the Solutions,other
8.1 Everbridge Warranty. Everbridge shall use
than on Customer's own intranets for its own internal business commercially reasonable efforts to provide the Services herein
purposes; (vi) use, post, transmit or introduce any device, contemplated.To the extent professional services are provided,
software or routine (including viruses, worms or other harmful Everbridge shall perform them in a professional manner
code)which interferes or attempts to interfere with the operation consistent with industry standards.
of the Solutions; (vii) use the Solutions in violation of any
applicable law or regulation; or (viii) access the Solutions for 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
purposes of monitoring Solutions availability, performance or LICENSORS WARRANT THAT THE SOLUTION WILL
functionality, or for any other benchmarking or competitive OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
purposes. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
6.3 Reservation of Rights. Other than as expressly set EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER,
forth in this Agreement,Everbridge grants to Customer no license USERS, CONTACTS OR ANY THIRD PARTY FOR
or other rights in or to the Solutions, the Software or any other PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY
proprietary technology, material or information made available to DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO
Customer through the Solutions or otherwise in connection with DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER
this Agreement(collectively,the"Everbridge Technology"),and CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF
all such rights are hereby expressly reserved. Everbridge(or its EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY
licensors where applicable) owns all rights, title and interest in OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT
and to the Solutions, the Software and any Everbridge OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN
Technology, and all patent, copyright, trade secret and other THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-
intellectual property rights("IP Rights")therein, as well as(i)all 4(0). IN THE EVENT OF A BREACH OF WARRANTY, THE
feedback and other information (except for the Customer Data) U.S. GOVERNMENT RESERVES ALL RIGHTS AND
provided to Everbridge by Users,Customer and Contacts,and(ii) REMEDIES UNDER THE CONTRACT, THE FEDERAL
all transactional, performance, derivative data and metadata ACQUISITION REGULATIONS, AND THE CONTRACT
generated in connection with the Solutions. DISPUTES ACT,41 U.S.C.7101-7109.
7. CONFIDENTIAL INFORMATION. 8.3 Customer Representations and Warranties.
Customer represents and warrants that during use of the
7.1 Definition; Protection. As used herein,. Solutions, Customer shall (i) clearly and conspicuously notify
"Confidential Information" means all information of a Party Contacts of the way in which their personal information shall be
("Disclosing Party") disclosed to the other Party ("Receiving used, and (ii) have primary safety and emergency response
Party"),whether orally, electronically, in writing,or by inspection procedures including, without limitation, notifying 911 or
of tangible objects (including, without limitation, documents or equivalent fire, police, emergency medical and public health
prototypes),that is designated as confidential or that reasonably officials (collectively, "First Responders"). Customer
should be understood to be confidential given the nature of the acknowledges and agrees that Everbridge is not a First
information and the circumstances of disclosure. Confidential Responder,and that the Solutions does not serve as a substitute
Information includes without limitation,any personally identifiable for Customer's own emergency response plan, which in the
Customer Data, all Everbridge Technology, and either Party's event of an actual or potential imminent threat to person or
business and marketing plans, technology and technical property, shall include contacting a First Responder prior to
information, product designs, reports and business processes. using the Solutions. Customer represents and warrants that all
Confidential Information shall not include any information that:(i) notifications sent through the Solutions shall be sent by
is or becomes generally known to the public without breach of authorized Users, and that the collection, storage and
any obligation owed to the Disclosing Party;(ii)was known to the processing of Customer Data, and the use of the Solutions, as
Receiving Party prior to its disclosure by the Disclosing Party provided in this Agreement, will at all times comply with (x) '
without breach of any obligation owed to the Disclosing Party;(iii) Customer's own policies regarding privacy and protection of
was independently developed by the Receiving Party without personal information;and(y)all applicable laws and regulations,
breach of any obligation owed to the Disclosing Party; or(iv) is including those related to processing, storage, use, disclosure,
received from a third party without breach of any obligation owed security,protection and handling of Customer Data.
to the Disclosing Party.The Receiving Party shall not disclose or 9. INDEMNIFICATION.
use any Confidential Information of the Disclosing Party for any
purpose other than performance or enforcement of this 9.1 By Customer. [Intentionally Deleted]
Agreement without the Disclosing Party's prior written consent,
unless (but only to the extent) otherwise required by a 9.2 By Everbridge.Everbridge shall indemnify and hold
governmental authority. The Receiving Party shall not disclose Customer harmless from and against any Claim against ,
any Confidential Information of the Disclosing Party except:(i)to Customer, but only to the extent it is based on a Claim that the
the personnel of the Receiving Party or its parent, subsidiary or Solution directly infringes an issued patent or other IP Right in a
2
country in which the Solution is provided to Customer. In the any court or other authority of competent jurisdiction to be
event Everbridge believes any Everbridge Technology is, or is invalid, illegal or unenforceable, that provision shall, to the
likely to be the subject of an infringement claim, Everbridge shall extent required, be deemed deleted and the remaining
have the option, at its own expense, to: (i) to procure for provisions shall continue in full force and effect.
Customer the right to continue using the Solution; (ii) replace
same with a non-infringing service; (iii) modify such Solution so 11.4 Assignment. Neither this Agreement nor any
that it becomes non-infringing; or (iv) refund any fees paid to rights granted hereunder may be sold, leased, assigned
Everbridge and terminate this Agreement without further liability. (including an assignment by operation of law), or otherwise
Everbridge shall have no•liability for any Claim arising out of(w) transferred, in whole or in part, by Customer, and any such
Customer Data or other Customer supplied content,(x)use of the attempted assignment shall be void and of no effect without the
Solution in combination with other products,equipment,software advance written consent of Everbridge, which shall not be
or data not supplied by Everbridge, (y)any use, reproduction, or unreasonably withheld.
distribution of any release of the Solution other than the most 11.5 Governing Law. This Agreement shall be governed
current release made available to Customer, or (z) any and construed in accordance with the laws of Florida.
modification of the Solution by any person other than Everbridge.
9.3 Indemnification Process. Customer shall (a) 11.6 Notices. Either party may give notice at any time
promptly give notice of the Claim to Everbridge once the Claim is
known; (b) cooperate with Everbridge's efforts to defend and by any of the following: letter delivered by (i) nationally
recognized overnight delivery service; (ii)
settle the Claim; and (c) provide Everbridge with all available first class postage
information and reasonable assistance in connection with the prepaid mail;or(iii)certified or registered mail,(certified and first
defense of the Claim. class mail deemed given following 2 business days after mailing)
to the other party at the address set forth below. Either Party
10. LIMITATION OF LIABILITY. Except for breaches of may change its address by giving notice as provided herein.
Section 6,neither Party shall have any liability to the other Party Invoices shall be sent to the Customer's contact and address
for any loss of use,interruption of business,lost profits,costs of following Customer's signature below.
substitute services,or for any other indirect, special, incidental, 11.7 No Third-Party Beneficiaries. There are no third-
punitive, or consequential damages, however caused, under party beneficiaries to this Agreement.
any theory of liability, and whether or not the Party has been
advised of the possibility of such damage. Notwithstanding 11.8 Entire Agreement. [Intentionally Deleted]
anything in this Agreement to the contrary, in no event shall
Everbridge's aggregate liability, regardless of whether any 11.9 Marketing. Everbridge shall obtain Customer's
action or claim is based on warranty, contract, tort, express written consent in order to reference Customer's name
indemnification or otherwise, exceed amounts actually paid by and logo as an Everbridge customer in Everbridge publications,
Customer to Everbridge hereunder during the 12 month period its website, and other marketing materials.
prior to the event giving rise to such liability. Customer
understands and agrees that these liability limits reflect the 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
allocation of risk between the Parties and are essential elements applicable provisions of Exhibit A shall survive the expiration or
of the basis of the bargain,the absence of which would require earlier termination of this Agreement.
substantially different economic terms. This clause shall not
impair the U.S. Government's or State of Florida's right to 11.11 Counterparts. This Agreement may be executed
recover for fraud or crimes arising out of or related to this in one or more counterparts,all of which together shall constitute
Agreement under any federal or State fraud statute. one original document. A facsimile transmission or copy of the
Furthermore, this clause shall not impair nor prejudice the U.S. original shall be as effective and enforceable as the original.
Government's right to express remedies provided in the 11.12 Export Compliant. Neither Party shall export,
schedule contract (i.e. Price Reductions, Patent directly or indirectly, any technical data acquired from the other
Indemnification, Liability for Injury or Damage, Price pursuant to this Agreement or any product utilizing any such
Adjustment, Failure to Provide Accurate Information). data to any country for which the U.S. Government or any
11. MISCELLANEOUS. agency thereof at the time of export requires an export license
11.1 Non-Solicitation. As additional protection for or other governmental approval without first obtaining such
Everbridge's proprietary information, for so long as this license or approval.
Agreement remains in effect, and for one year thereafter,
Customer agrees that it shall not, directly or indirectly, solicit, 11.13 Equal Employment Opportunity.Everbridge,Inc.
hire or attempt to solicit any employees of Everbridge;provided, is a government contractor and is subject to the requirements of
that a general solicitation to the public for employment is not Executive Order 11246, the Rehabilitation Assistance Act and
prohibited under this section. VEVRAA. Pursuant to these requirements, the Equal
Opportunity Clauses found at 41 Code of Federal Regulations
11.2 Force Majeure; Limitations. See GSA Schedule sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-
70 contract and individual ordering document. 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
11.3 Waiver; Severability. The failure of either Party express part of this Agreement.
hereto to enforce at any time any of the provisions or terms of
this Agreement shall in no way be considered to be a waiver of
such provisions. If any provision of this Agreement is found by
3
•
EXHIBIT A
Additional Business Terms
The following additional business terms are incorporated by reference into the Agreement as applicable based on the
particular products and services described in the Customer's Quote.
If Client Is Ordering Nixle®Branded Products or Community Engagement:
1. Client grants to Everbridge a non-exclusive,royalty free,worldwide and perpetual right and license(including sublicense)
to(a)use,copy,display,disseminate,publish,translate,reformat and create derivative works from communications Client
sends through the Solutions for public facing communications to citizens,other public groups and public facing websites,
including social media(e.g.,Google®,Facebook®)(collectively,"Public Communications"),(b)use and display Client's
trademarks, service marks and logos, solely as part of the Public Communications to Contacts who have opted in to
receive those Communications, and on other websites where Everbridge displays your Public Communications, as
applicable,and(c)place a widget on Client's website in order to drive Contact opt-in registrations.
If Client Is Ordering Everbridge Branded Products:
1. Data Feeds. Notwithstanding anything to the contrary in this Agreement, to the extent that Customer has purchased or
accesses Data Feeds,the sole and exclusive remedy for any failure,defect,or inability to access such Data Feed shall be
to terminate the Data Feed with no further payments due. No refunds shall be granted with respect to such Data Feed. In
addition,such feeds are provided solely on an"AS IS" and "AS AVAILABLE"basis and Everbridge disclaims any and all
liability of any kind or nature resulting from any inaccuracies or failures with respect to such Data Feeds. "Data Feed"
means data content licensed or provided by third parties to Everbridge and supplied to Customer in connection with the
Solution(e.g.,real time weather system information and warnings, 911 data,third party maps,and situational intelligence).
2. Incident Management/IT Alerting. For Customers purchasing the Incident Management or IT Alerting Solution, unless
designated as unlimited: (a) Customers may only designate the number of Users set forth on the Quote, and such
individuals shall only have the access rights pursuant to such designation and role;(b) Incident Administrators shall have
the ability to build incident templates, report on incidents, and launch incident notifications; (c) Incident Operators shall
only have the ability to launch or manage incidents; (d) IT Alerting Users shall have the ability to build, launch or manage
incidents as well as participate in an on-call schedule to receive IT outage notifications,and(e)Customer shall be provided
the number of incident templates purchased pursuant to the Quote. "Incident Administrator" means an individual who
is authorized by Client as an organizational administrator for the Incident Management or IT Alerting Solution. "Incident
Operator" means an individual who is authorized by Client as an operator of the Incident Management or IT Alerting
Solution.
•
4
EXHIBIT B
IPAWS-CMAS/WEA Addendum
This addendum is incorporated by reference into the Agreement as applicable based on the purchase of IPAWS-
CMAS/WEA services on the Quote.
1 (PAWS Authorization: Client represents and warrants to Everbridge that any employee, agents, or representatives of
Client who access IPAWS-OPEN using Client's credentials provided by FEMA(each, an"IPAWS User"), are authorized
by FEMA to use IPAWS-OPEN, have completed all required training,and Client has executed an IPAWS Memorandum
of Agreement("MOA")with FEMA. Client shall contact Everbridge immediately upon any change in Client or any IPAWS
User's right to access IPAWS-OPEN. Client shall only access IPAWS-OPEN using its designated credentials and FEMA
issued digital certificate("Digital Certificate"). Client acknowledges and agrees that Everbridge shall not have access to
its credentials and that Client assumes full responsibility for maintaining the confidentiality of any credentials issued to it.
1. Credentials: Client shall load and maintain within its Everbridge account Organization, its Digital Certificate, COG ID,
and Common Name. Client authorizes and requests Everbridge to use the foregoing stored information to connect Client
to IPAWS-OPEN.
2. Messaging: Client acknowledges and agrees that: (i)upon submission of messages to IPAWS-OPEN, Everbridge shall
have no further liability for the distribution of such message, and that the distribution through IPAWS-OPEN, including,
but not limited to, delivery through the Emergency Alert System or the Commercial Mobile Alert System, is in no way
guaranteed or controlled by Everbridge;(ii)Everbridge shall not be liable as a result of any failure to receive messages
distributed through IPAWS-OPEN; (iii) IPAWS may include additional features not supported through the Everbridge
system,and Everbridge shall not be required to provide such additional features to Client;and(iv)Client shall be solely
responsible and liable for the content of any and all messages sent through IPAWS-OPEN utilizing its access codes.
3. Term: Client acknowledges and agrees that access to IPAWS-OPEN shall be available once Client has provided
Everbridge with the Digital Certificate and any other reasonably requested information to verify access to the system.
Upon termination of the Agreement access to IPAWS-OPEN shall immediately terminate.
5