Resolution No. 19-22RESOLUTION NO. 19-22
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
AUTHORIZING THE CITY TO ENTER INTO A CONTRACT WITH
SAFERWATCH, LLC.
WHEREAS, each year the Atlantic Beach Police Department continually seeks out and evaluates
the technologies available to assist in public safety and provide for efficient and timely communication with
our residents in response to emergency situations; and
WHEREAS, the Police Department has evaluated this technology platform for use within our
community and deemed it to be valuable; and
WHEREAS, the Police Department has determined that the sole source for this technology is
SaferWatch; and
WHEREAS, this technology is being made available to the City of Atlantic Beach and the Atlantic
Beach Police Department for use at no charge for the first 18 months of this contract; and
WHEREAS, the City of Atlantic Beach may terminate the contract, with written notice, no later
than April 30, 2020 and incur no obligation to pay SaferWatch for the services provided; and
WHEREAS, subject to annual budget approvals, after the initial 18 -month term and provided the
City of Atlantic Beach does not cancel the contract the City shall pay SaferWatch for 18 months' worth of
service in advance, Eleven Thousand Two Hundred Fifty Dollars ($11,250.00), which will cover the initial
three (3) years of the six (6) year term inclusive. For years four (4), five (5) and six (6) the annual fee will
be Seven Thousand Five Hundred Dollars ($7,500.00) per year and will be invoiced in advance on each
anniversary of the effective date, for a total cost of THIRTY THREE THOUSAND SEVEN HUNDRED
FIFTY DOLLARS ($33,750.00).
NOW, THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach as
follows:
Section 1. The City Commission hereby authorizes the Mayor and City Manager to engage in the
necessary process to approve and effectuate the provisions of the contract, attached hereto as Exhibit A and
made a part hereof.
Attest:
Section 2. This Resolution shall take effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the City of Atlantic Beach, this 28th day of May, 2019.
CI LANTIC BEACH
Donna L Bartle, City Clerk
Approved as to form and correctness:
01141719-1
DurdL; City Attorney
Ellen Glasser, Mayor
Exhibit A
SAAS AGREEMENT
(SaferWatch)
This SaaS Agreement ("Agreement"), dated and effective as of July 1, 2019 (the `Effective Date"), is entered into by
and between SaferWatch, LLC, a Delaware limited liability company registered in Florida as a foreign limited liability
company (hereinafter referred to as "Provider" or "SaferWatch"), whose address is and the
City of Atlantic Beach, Florida, whose address is 800 Seminole Rd. Atlantic Beach, FL 32233 (hereinafter referred to as
"Customer
RECITALS
A. Provider provides a suite of safety -focused software -as -a -service (SaaS) web and mobile based products, including
a secure web portal known as the "Command Center", downloadable mobile applications and related services, which together
facilitate two-way communications between individuals and organizations during emergency and non -emergency situations
as well as the reporting of tips and information by individuals to organizations.
B. Customer desires to engage Provider to provide the Services (as defined below) in accordance with the terms of this
Agreement.
C. Provider desires to provide the Services in accordance with the terms of this Agreement,
AGREEMENT
In consideration of the mutual promises and covenants hereinafter set forth, the Parties hereto agree as follows:
1. Definitions. For purposes of this Agreement, capitalized terms used herein shall have the meanings set forth in this
Section or the meanings otherwise given to them in the main body of this Agreement or its Exhibits:
"Additional Services" means any professional or technical services provided by Provider other than those that are
set forth in the Scope of Work attached hereto as Exhibit A, attached hereto and incorporated by reference, which, from time
to time are agreed upon in writing by the Parties.
"Administrative Users" means the employees of Customer designated by Customer to serve as "Administrators" and
"Super Users" of the Services.
"Applicable Laws' means any law, rule, regulation or other government requirement, applicable within the State of
Florida and the City, including without limitation, Public Records Laws.
"Authorized Users" means collectively the Private Users, Public Users and Administrative Users.
"City" means the City of Atlantic Beach, Florida.
"Customer Data" means any data, information, files, reports, content, media, notices, alerts, maps, written guidelines
or operating procedures, or other communications or materials that Customer or its Administrative Users or Private Users
*input or upload to the Services. For Clarity, Customer Data shall not include any User Data.
"Geo -Fenced Locations' or "Locations" means the public locations within the Territory set forth on Exhibit C,
attached hereto and incorporated by reference and such other public locations as designated by Customer and agreed to by
Provider in writing from time to time. For the avoidance of doubt, no privately -owned locations (other than any private
schools listed on Exhibit C and temporary locations hosting public events) will be treated as Geo -Fenced Locations unless
mutually agreed in writing by the Parties.
"Party" means a party to this Agreement, and collectively, such parties shall be referred to as the "Parties"
"Permitted Use" means the use of the Services to facilitate (1) two-way communications between
Administrative/Private Users, on one hand and Public Users, on the other hand during emergency and non -emergency
situations occurring within the Territory, and (2) the reporting of tips or information to Administrative/Private Users by Public
Users.
01139592-1 1
"Private Users" means Customer's employees.
"Public Users" means individuals (other than Private Users or Administrative Users using the Services in their
official capacity) that use the SaferWatch App and/or access or use public -facing portions of the Services.
"Public Records Laws" means any federal or state laws governing public access to governmental records which are
applicable to Provider, Customer, or the subject matter of this Agreement including without limitation Chapter 119, Florida
Statutes, as amended from time to time.
"SaferWatch App" or "App" means the SaferWatch mobile application as made available to Authorized Users.
"SaferWatch Platform" means Provider's proprietary software -as -a -service web -based product, including a secure
web portal known as the `Command Center" and any related data (including the licensed User Data and the provision thereof),
APIs, technology and/or software and platform specific related services that. Provider may provide to Customer from time -
to -time pursuant to the terms of this Agreement. Without limiting the foregoing, the SaferWatch Platform shall offer the
features and provide the functionality and services set forth m the Scope of Work attached hereto as Exhibit A. For clarity,
the SaferWatch Platform shall be provided on a web -based basis and contain the administrative and dashboard functionality
set forth in Exhibit A.
"Services" means, collectively, the items and servicesdescribed in Exhibit A Scope of Work attached hereto, and
in Sections 2 and 3 hereof, including without limitation• (i) the SaferWatch Platform, (ii) the SaferWatch App, and (iii) any
Additional Services all as more particularly described in Sections 2 and 3 hereof and the Scope of Work attached hereto as
Exhibit A.
"Territory" means the geographic areas within the boundaries of the City in which the Atlantic Beach Police
Department has jurisdiction to provide police services.
"User Data" means any data, information, files reports, content, media, tips or communications that a Public User
inputs or uploads to the SaferWatch App or public facing portions of the Services. For clarity, User Data shall not include
any Customer Data.
2. Services. Provider shall provide all Services using generally accepted industry best practices and standards of care
and service.
a. SaferWatch Platform. During the Term (asdefined below) and subject to the terms and provisions of this
Agreement Provider shall provide and hereby grants to Customer a non-exclusive non -transferable right to permit
Administrative Users and Private Users to access and use the SaferWatch Platform solely for the Permitted Use and consistent
with any applicable documentation provided to Customer Customer may establish certain Geo -Fenced Locations related to
use of the Services asset forth m and subject to the Scope of Work attached hereto as Exhibit A
b. Additional Services. During the Term and subject to the terms and provisions of this Agreement, Provider
will use commercially reasonable efforts to provide Customer with anyAdditional Services.
c. SaferWatch App. During the Term (as defined below) and subject to the terms and provisions of this
Agreement, Provider shall provide and hereby grants to Customer a non-exclusive, non -transferable right to allow Authorized
Users to download the SaferWatch App. Authorized Users shall be granted access to the SaferWatch App by downloading
the app via the Apple's iTunes App Store or the Google's Android Play Store and then completmg all applicable registration
requirements prompted by the SaferWatch App. For the avoidance of doubt, Public Users will only be granted access to
select publicly facing features and functionality within the SaferWatch App while Administrative Users and Private Users
selected by Customer may be granted access to internal and back -end admmistrative features and functionality within the
SaferWatch App.
d. Administrative Users & Private Users. Administrative Users and Private Users selected by Customer shall
be granted access to the SaferWatch Platform through issue of user names and passwords by Customer s IT administrator
Customer shall be responsible for verifying the status of such Administrative Users and Private Users updating such lists on
a regular basis and providing any such lists to Provider upon request Provider shall have the right to monitor use of the
Services and user credentials by Administrative Users and Private Users. Customer and each Administrative User and Private
01139592-1 2
User are responsible for maintaining the confidentiality of usernames and passwords Customer agrees to immediately notify
Provider of any unauthorized use of the Services of which Customer becomes aware. Each Administrative User and Private
User accessing the SaferWatch Platform shall be required to have a separate Authorized User account and sharing of accounts
or passwords is not permitted
3. Support and Uptime. During the Term and subject to the terms and provisions of this Agreement, Provider shall
provide Customer with the following support services for the Services: (i) reasonable telephone support related to use of
the Services from 8am to 6pm Eastern Time at the phone number provided by Provider, and reasonable e-mail and web -
based support available on a 24/7/365 basis; (ii) technical support for any material errors or bugs in the Services comprising
of (1) workarounds or (2) software patches and fixes for such errors or bugs once Provider has determined that such error
or bug is a fault in the Services; (iii) such number of m -person training sessions as mutually agreed in the Scope of Work
attached hereto as Exhibit A or otherwise mutually agreed in writing, and online access to Provider's regularly scheduled
webinar training sessions and (iv) any other support service offered to Customer by Provider from time to time which
Provider may, at its sole discretion, designate as a support service. Support services shall not include any services related
to any errors, bugs or issues resulting from (a) any alteration or modification to the Services made by any person other than
Provider; (b) minor defects in the Services which do not materially affect or impair the use of the Services; (c) any incorrect
or improper use of the Services; (d) failure to implement Provider recommendations in respect of any solutions or
workarounds to errors previously advised by Provider; (e) errors or problems to the extent caused by Customer Data, User
Data or any Authorized User inputs; and (f) the use of the Services for any purpose for which it was not designed
(collectively "Exclusions') Additional fees may apply to any services that Provider elects to provide related to the
foregoing Exclusions Provider shall use generally accepted industry best practices and standards of care and service to
ensure the Services is available 99.9% of the time on a monthly basis provided however that the Services may be down
due to: Exclusions, scheduled down-time for upgrades repair and regular network maintenance or other reason outside of
Provider's control. Whenever possible, Provider shall perform maintenance at times that minimize inconvenience to
Customer. Provider shall use generally accepted industry best practices and standards of card and service to ensure that
Provider's servers have sufficient capacity and rate of connectivity to provide the Customer and Authorized Users with
reasonable uptime. If the Services fail to operate in substantial conformance with the terms of this Agreement Customer
shall immediately notify Provider, and Provider shall promptly use best efforts to restore access to the Services as soon as
possible. Customer acknowledges and agrees that additionalservice fees shall apply in the event that Customer modifies or
otherwise changes any of its Third Party Technology (as defined below) during the Term in a manner that requires Provider
to provide any technical or consulting services in order to facilitate use of the Services with any new Third Party
Technology. Any such additional service fees shall be subject tomutually agreed-upon terms and conditions in a writing
signed by both Parties.
4. Customer Agreements.
a. Requirements and Restrictions Except as expressly set forth herein, Customer and its Authorized Users
shall not: (a) copy the Services (b) loan; rent sublicense or lease the Services (including any User Data) or otherwise transfer
or assign the right to use the Services, including but not limited to posting or otherwise making the Services available on the
Internet including as a service bureau or application service provider (c) itself, nor permit or encourage others to reverse
engineer, decompile, decipher disassemble, translate or otherwise decrypt or discover the source code of all or any portion
of the Services; (d) modify adapt or write or develop any derivative works based on the Services or use the Services in any
manner except as expressly provided in this Agreement; (e) interfere with or disrupt the integrity or the operation of the
Services; (f) copy any features, functions, screens, interfaces or graphics of the Services; or (g) create or use Geo -Fenced
Locations for the benefit of any private entity or organization Under no circumstances shall Customer allow other entities
or organizations (other than Authorized Users) to access or use the Services without Provider's prior written consent.
Authorized Users shall be subject to additional legal terms and conditions, including end user license agreements, terms of
use/service, privacy policies and other applicable terms and conditions made available to them when they download the
SaferWatch App or otherwise access the SaferWatch Platform or other Services (collectively, "Additional Terms') all of
which Provider may amend, supplement or otherwise modify from time to time.' Customer covenants and agrees that it shall•
(i) perform those tasks and assume those responsibilities required of it by Provider to provide the Services, including, without
limitation, providing Private and Administrative Users with equipment and/or Internet access to access and use the Services
(ii) comply with all Applicable Laws when using the Services; and (iii) ensure that only Private and Administrative Users
authorized by Customer use the Services, and only as intended and in accordance with the terms of this Agreement and any
provided documentation. Subject to the terms and conditions of this Agreement, the Parties acknowledge and agree that
As of the Effective Date, certain Additional Terms may be accessed at: https.//www.saferwatchapp com/userprivacy;
https://www.saferwatchapp com/enduserlicenseagreement; and https //www.saferwatchapp com/platformtermsofservice.
01139592-1 3
nothing in this Agreement shall prevent Provider from providing the Services to any other party or organizations. Provider
shall have the right and authority to monitor and audit Customer's use of the Services electronically to ensure compliance
with the terms of this Agreement.
b. Modifications. Customer acknowledges and agrees that, from time -to -time, portions of, or functionality
included in, the Services may be added to, modified, or deleted by Provider and that the Services may change over time
Provider may (but is not required to) expand or enhance the Services by providing additional features in the general course
of Provider's standard development model and product road map. Customer may propose new or different features or
functionality for the Services and Provider shall in its sole discretion evaluate and determine whether to implement such
requests. However, if any modification or deletion performed by the Provider materially and adversely affects the
functionality of the Services in Customer's reasonable discretion, the Customer reserves the right to terminate this Agreement,
upon providing twenty (20) days written notice of its intent to terminate to Provider. Upon receipt of the notice of intent to
terminate, the Provider shall have twenty (20) days to alter any modification or deletion to restore the Services to a level of
functionality acceptable to the Customer m its reasonable discretion If Provider chooses not to restore the Services to an
acceptable level of functionality within such time, the Customer shall be entitled to terminate this Agreement and receive a
refund of a pro rata share of any fees paid in advance to Provider.
c. Third Party Technology. Customer shall be responsible for obtaining and maintaining any equipment and
ancillary services needed for it or its Private and Administrative Users to connect to, access or otherwise use the Services
including, without limitation, a working Internet connection, mobile devices with workmg access to cellular networks
modems, hardware servers, software, operating systems, networkmg web servers and other technology, software or
equipment (collectively, "Third Party Technology"). Without limiting the foregoing, Customer acknowledges that the Third
Party Technology includes the latest versions of Google Chrome web browsers, Safari web browsers, and Android and iOS
operating systems and mobile devices not greater than three years old. Customer and/or the applicable Authorized User shall
also be responsible for maintaining the security of the Third Party Technology, Customer accounts, passwords (including but
not limited to administrative and user passwords) and files and for all uses of any of the Customer accounts or the Third
Party Technology with or without Customer's knowledge or consent. In order for Customer to make full use of the Services
it may be necessary for Customer to use particular Third Party Technology and Customer shall be responsible for procuring
and maintaining such Third Party Technology and complying with any requirements related thereto. If Customer is unable
to access all or part of the Services because it does not have access to any necessary Third Party Technology, this shall not
constitute a breach of this Agreement by Provider and Provider shall not be liable for any loss, damage or expense which
may result from Customer's inability to access the Services.
d. Regulatory Compliance. Customer shall be responsible for compliance with any Applicable Laws related
to Customer's business operations services and offerings (collectively `Customer Services"), including, without limitation,
Customer's use of the Service in connectionwith the Customer Services. Provider shall be in compliance with any and all
Applicable Laws related to its performance pursuant to this Agreement for the duration of the Term. Provider shall acquire
and maintain all necessary licenses, certificates, approvals, and permits necessary to legally provide all the Services and
Additional Services provided pursuant to this Agreement.
5. Provider Rights. Customer acknowledges and agrees and hereby grants Provider any and all rights and licenses to:
(i) access, use, process, display and manipulate any Customer Data and any Provider equipment or Third Party Technology
to enable Provider to perform under this Agreement and to provide, improve and monitor the Services so long as it does not
affect any warranties or rights. Customer may have in Third Party Technology. Subject to the prior written consent of
Customer, which shall not be unreasonably withheld, conditioned or delayed, Provider shall also have the right to display or
use, in advertising or otherwise, Customer's name logo and trademarks and to indicate that Customer is or was a customer
of Provider.
6. Ownership; Customer Data.
a. Provider IP Customer agrees that the Services and all Feedback is owned by Provider or its licensors, and
is protected by U.S. and international intellectual property laws, and that Provider shall solely own and retain all right, title
and interest to, including all intellectual property rights in, the Services and Feedback; provided however, Provider
acknowledges that certain Feedback may also qualify as public records under Public Records Laws. For purposes of this
Agreement, the term "Feedback" means any feedback from Customer or any Authorized Users related to their respective
access to and use of the Services including without limitation, feedback on features or functionality, usability, specifications,
architectural diagrams, APIs and related information, software or hardware compatibility, interoperability performance bug
reports, test results and documentation requirements, and may also include suggestions or ideas for improvements or
01139592-1 4
enhancements to the Services. Subject to applicable Public Records Laws, including without limitation, Chapter 119, Florida
Statutes, Customer agrees to assign and hereby does assign to Provider all of its right, title and interest in and to the Feedback,
including all intellectual property rights therein, and the Services and all Feedback shall be deemed the Confidential
Information of Provider.
b. Customer IP Provider and Customer agree that, as between the Parties, the Customer Data is owned by
Customer and is protected by U S and international intellectual property laws, and that Customer shall solely own and retain
all right, title and interest to, including all intellectual property rights in, the Customer Data, subject to the rights granted to
Provider m Section 4 above.
c. Customer Data. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability,
appropriateness, and copyright of all Customer Data, and Provider assumes no responsibility for the deletion, correction,
destruction, loss, infringement or failure of the Services to store any Customer Data, unless such deletion, correction, loss,
infringement or failure of the Services to store Customer Data results from the negligence of Provider. Subject to the
foregoing, Provider reserves the right to establish a maximum amount of memory or other computer storage and a maximum
amount of Customer Data that Customer (and its Authorized Users) may store, post or transmit on or through the Services,
but such maximum amount shall be reasonably sufficient to (i) allow for the intended use of the Services by Customer and
Authorized Users, and (ii) comply with Public Records Laws and applicable State records retention schedules. Except as
required by Public Records Laws, Provider shall not be required tomaintain a backup or copy of any Customer Data and
Provider shall have no liability for any loss of Customer Data. Customer shall comply with local, national and international
laws and regulations applicable to the transmission or storage of data through the Services. Customer shall be solely
responsible for its actions while using the Services and the contents of its transmissions through the Services Customer is
solely responsible for ensuring that it and its Administrative Users and Private Users have all rights necessary to provide the
Customer Data to Provider. Customer acknowledges and agrees that no transmission or hosting of data is 1 00% secure and
there remains a possibility that Customer Data may be subject to unauthorized access by hacking, malware, systems breach
or other unauthorized method and Provider shall have no liability relatmg to any such breach or access.
d. User Data. Provider and Customer agree that all User Data is and shall be owned by the Public Users that
input or upload such User Data to the Services Notwithstanding the foregoing, pursuant to and subject to Public Records
Laws and the Additional Terms, Provider shall require that Public Users grant to Provider a right and license to use the User
Data for Provder's commercial purposes, including, without limitation, to provide the Services and to share User Data with
Customer and its Administrative and Private Users (as more fully set forth in the: Additional Terms) In connection with such
license from Public Users, Provider hereby grants Customer a non -transferable, non-sublicensable right and license to use
the User Data solely from or related to the Territory for the Permitted Use and otherwise exercising Customer's rights under
this Agreement with respect to the Services (which, for the avoidance of doubt, includes carrying out law enforcement and
public safety related activities, such as the prosecution of criminal activity). Customer acknowledges and agrees that the User
Data is subject to the provisions and requirements of the Additional Terms and Applicable Law and that ecosystem providers
(e.g Apple, Google, etc.) and changes. in Applicable Law may require Provider to change or modify the Additional Terms
(or Provider may determine m its sole discretion that changes to the Additional Terms are otherwise required) and such
changes or modifications may impact the rights granted' hereunder and/or limit the future rights to use User Data In the event
that such changes or modifications to the Additional Terms are implemented the Parties agree to promptly revise or amend
the terms of this Agreement as required to reflect such changes or modifications. However, in the event that such changes or
modifications materially and adversely affect the Customer's ability to effectively use User Data for law enforcement
purposes m Customer's reasonable discretion, the Customer reserves the right to terminate this Agreement upon providing
twenty (20) days written notice of its intent to terminate to Provider. Upon receipt of the notice of intent to terminate, the
Provider shall have twenty (20) days to alter any change or modification to restore the Customer's ability to effectively use
the User Data for law enforcement services to a level of functionality acceptable to the Customer in its reasonable discretion.
If Provider chooses not to restore the Customer's ability to effectively use the User Data for law enforcement services to an
acceptable level of functionality within such time, the Customer shall be entitled to terminate this Agreement and receive a
refund of a pro rata share of any fees paid in advance to Provider. Provider assumes no responsibility for the accuracy,
quality, integrity, legality, reliability, appropriateness, and copyright of User Data, and Provider assumes no responsibility
for the deletion correction, destruction, loss, infringement or failure of the Services to store any User Data, except to the
extent of Provider's negligence. The Services shall store User Data for that period of time set forth in paragraph 9 of Exhibit
A hereto at no additional cost or fee to Customer Subject to the foregoing, Provider reserves the right to establish a maximum
amount of memory or other computer storage and a maximum amount of User Data that any Authorized Users may store,
post or transmit on or through the Services, but such maximum amount shall be reasonably sufficient to (i) allow for the
mtended use of the Services by Customer and Administrative Users and Private Users, and (ii) comply with applicable Public
Records Laws and applicable State records retention schedules. Except as required by Public Records Laws, Provider shall
01139592-1 5
not be required to maintain a backup or copy of any User Data and Provider shall have no liability for any loss of User Data,
whether caused by Provider, Customer, any third party service provider or any third party. Provider assumes no responsibility
for compliance with local, national and international laws and regulations applicable to the transmission or storage of data
through the Services. Customer shall be solely responsible for its actions and those of its Private and Authorized Users while
using the Services and its or their use of the User Data. Except as set forth in this Agreement, Provider assumes no
responsibility for ensuring that the Public Users have all rights necessary to provide the User Data to the Services. Customer
acknowledges and agrees that no transmission or hosting of data is 1 00% secure and there remains a possibility that User
Data may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and Provider
shall have no liability relating to any such breach or access.
7. Fees.
a. Fees and Payment Terms. Subject to funding made lawfully available pursuant to Customer's approved
annual budget, Customer agrees to pay Provider the annual fees and additional amounts set forth in Exhibit B, attached to
this Agreement and incorporated by reference with respect to the use of or provision of the Services hereunder. Except as
set forth in Exhibit B or otherwise agreed in writing, Provider shall invoice Customer on an annual basis for all annual usage
fees. Except as expressly permitted elsewhere in this Agreement, all amounts paid by Customer hereunder are non-
refundable. Except as set forth in Exhibit B, Customer shall pay all such invoices within thirty days of the applicable invoice
date. Unpaid amounts are subject to a late charge of 1.5% per month on any outstanding balance, or the maximum permitted
by Applicable Laws, whichever is lower plus all expenses of collection and may result in immediate termination of Services
b. Taxes. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on
Provider's net income.
8. Term; Expiration. This Agreement shall commence on the Effective Date and shall expire at the end of the term
set forth in Exhibit B (the "Tenn"). A Party shall have the right to terminate this Agreement immediately (a) if the other
Party breaches any material term or provision of this Agreement and such breach remains uncured twenty days after it
provides written notice to the breaching Party of such breach, (b) the other Party terminates its business activities or becomes
insolvent, admits in writing its inability to pay debts as they mature, makes an assignment for the benefit of creditors, or
becomes subject to direct control of a trustee, receiver or similar authority, or (c) if Customer does not allocate funds in its
approved annual budget during the Term of this Agreement In the event said termination is the result of the Provider's
uncured breach or the termination of its business activities, Customer shall be refunded the pro rata share of fees paid in
advance for services not yet rendered as of the date of termination Upon expiration or termination of this Agreement access
to the Services by the Customer and its Authorized Users will be terminated. Sections 5 through 13 shall remain in full force
and effect notwithstanding termination of Agreement.
9. Confidentiality.
a. ' Confidential Information" means any information disclosed previously or in the future by one Party (the
"Disclosing Party") to the other Party (the "Receiving Party'), either directly or indirectly, in writing orally or by inspection
of tangible objects (including without limitation documents, business plans, source code, software, documentation,
specifications, mock ups financial analyses .marketing plans, customer names, customer lists, customer data, product plans,
products services, mventions processes, designs drawings, engineering or hardware configuration information, know-how,
trade secrets, or any other proprietary or business information) which is designated as "Confidential," ` Proprietary' or some
similar designation, or other mformation, the confidential or proprietary nature of which is reasonably apparent under the
circumstances Confidential Information shall not, however, include any information which (i) was publicly known and made
generally available m the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known
and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of
the Receiving Party; (iii) is already m the possession of the Receiving Party at the time of disclosure by the Disclosing Party
as shown by the Receivmg Party's files and records immediately prior to the time of disclosure (iv) is obtained by the
Receiving Party from a third party without a breach of such third party's obhgations of confidentiality; (v) is independently
developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as shown
by documents and other competent evidence in the Receiving Party's possession; or (vi) qualifies as a public record pursuant
to Public Records Laws and is not otherwise exempted from disclosure as confidential, proprietary or trade secret information
pursuant to other Applicable Laws. The Services shall be considered the Confidential Information of Provider without any
further requirement of marking or designation. Moreover, it shall not be a breach of this Agreement for the Receiving Party
to disclose to a court or other governmental body Confidential Information of the Disclosing Party which the Receiving Party
is required by law to disclose to such entity, provided that the Receiving Party shall give the Disclosing Party advance written
01139592-1 6
notice of such requirement no less than five (5) working days prior to disclosure so that the Disclosing Party may seek a
protective order or other appropriate relief.
b. Non -Disclosure and Non -Use. Subject only to Public Records Laws, the Receiving Party shall not disclose
any Confidential Information of the Disclosing Party to third parties or to the Receiving Party's employees, except those
employees who require the information to perform obligations or exercise rights granted under this Agreement and who have
agreed to keep such information confidential in accordance with this Agreement. The Receiving Party shall not use any
Confidential Information of the Disclosing Party for any purpose other than for the purposes contemplated by this Agreement,
except as required by Applicable Laws (and only after the Receiving Party complies with the last sentence of Section 9.a ,
above The Receiving Party shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized
use of the Confidential Information of the Disclosmg Party. Without limitmg the foregoing, the Receiving Party shall exercise
the same degree of care to protect Confidential Information of the Disclosing Party as it does to protect its own highly
confidential information of like nature, which shall in no event be less than reasonable care. The Receiving Party shall
immediately notify the Disclosing Party in the event of any unauthorized use or disclosure of the Disclosing Party's
Confidential Information
10. Indemnities.
a. Provider. Provider shall indemnify, defend and hold harmless, counsel being subject to the Customer's
approval, Customer and its officials, officers, directors, employees, agents, suppliers and customers from and against any and
all third party claims, losses damages, costs expenses (including reasonable attorneys' fees) or liabilities (collectively
"Claims") relating to, or arising out of, any third party claim (i) alleging that the Services (excluding any Customer Data or
User Data) infringes, misappropriates or violates the U.S. intellectual property rights or proprietary' or privacy rights of a third
party or (n) arising out of Provider's negligence or intentional acts. The, foregoing obligations do not apply with respect to
portions or components of the Services (1) not. supplied by Provider, (2) made in whole or to the extent only if made in part
m accordance with Customer specifications, (3) that are modified by Customer after delivery by Provider, (4) combined with
other products, processes or materials where the alleged infringement relates to such combination (5) where Customer
continues allegedly infringing activity after receiving written notice thereof by Provider or after being informed of
modifications by Provider in writing that would have avoided the alleged infringement or (6) where Customer's use of the
Services is not in accordance with this Agreement and any provided documentation If due to a claim of infringement the
Services are held by a court of competent jurisdiction to be or are believed by Provider to be infringing, Provider may, at its
option and expense (a) replaceor modify the Services to be non -infringing provided that such modification or replacement
contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or
(c) if neither of the foregoing is commerciallypracticable, terminate this Agreement and Customer's rights hereunder and
provide Customer a refund of any prepaid, unused fees for the Services.
b. Customer. Subject to the limitations, including without limitation the maximum dollar amounts, set forth
in Section 768.28, Florida Statutes, as may be amended from time to time, Customer shall indemnify, defend and hold
harmless, counsel <being subject to the. Provider'sreasonable approval, Provider and its officials, officers, directors
employees, agents, suppliers and customers from and against any and all third party claims, losses, damages costs, expenses
(mcluding reasonable attorneys' fees) or liabilities (collectively, "Claims' ) relating to or arising out of, any third party claim
(i) alleging that Customer Data or Third Party Technology not supplied by Provider infringes, misappropriates or violates the
U S intellectual property rights or proprietary or privacy rights of a third party, or (ii) arising out of Customer s gross
negligence.
c. Notwithstanding the foregoing, nothing contained in this Section 10 shall be construed as a waiver of the
Customer's or Provider s limitations, privileges, rights, and immunities under Applicable Laws relating to sovereign
immunity and similar immunities including, without limitation, Section 768.28, Florida Statutes, as may be amended from
time to time.
11. Limitation of Liability. THE PARTIES SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, PUNITIVE SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES LOSS OF SOURCE MEDIA AND/OR CUSTOMER
DATA OR USER DATA, OR COSTS OF RECREATING LOST SOURCE MEDIA AND/OR CUSTOMER DATA OR
USER DATA) ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER UNDER THEORY OF
CONTRACT, TORT OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
01139592-1
CONTRARY, THE TOTAL AGGREGATE AND CUMULATIVE LIABILITY OF EITHER PROVIDER OR CUSTOMER
ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT TORT OR
OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, SHALL BE THE SERVICES FEES PAID BY CUSTOMER TO PROVIDER IN THE SIX MONTHS PRIOR
TO SUCH CLAIM.
12. Disclaimers.
a. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
SERVICES, AND ALL INFORMATION, CONTENT, AND MATERIALS INCLUDED ON OR OTHERWISE MADE
AVAILABLE THROUGH THE SERVICES, ARE PROVIDED TO CUSTOMER `AS IS" "WITH ALL FAULTS' AND
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. PROVIDER EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY TITLE, NON -INFRINGEMENT QUIET -ENJOYMENT AND FITNESS FOR
A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT. NO USE OR DISTRIBUTION OF THE SERVICES IS. AUTHORIZED HEREUNDER EXCEPT UNDER
THIS DISCLAIMER. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING BETWEEN THE
PARTIES, TRADE USAGE OR INDUSTRY CUSTOM. PROVIDER SPECIFICALLY DISCLAIMS ANY
REPRESENTATION AND WARRANTY THAT THE SERVICES WILL BE ERROR FREE OR WILL FUNCTION
UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES CAN OR WILL BE CORRECTED, THAT
ANY SUCH CORRECTION CAN OR WILL BE MADE INA TIMELY MANNER, THAT THE SERVICES WILL
OPERATE IN THE COMBINATIONS WHICH MAY BE REQUIRED WILL PRODUCE THE RESULTS REQUIRED,
OR THAT THE SERVICES FUNCTIONALITY WILL MEET ANY CUSTOMER REQUIREMENTS
b. Additional Disclaimers. THE SERVICES ARE A SOFTWARE -BASED COMMUNICATION TOOL
WITH A GOAL OF FACILITATING EMERGENCY AND NON -EMERGENCY COMMUNICATIONS AMONG
AUTHORIZED USERS. PROVIDER IS NOT ITSELF.. AN EMERGENCY SERVICE PROVIDER AND IS NOT
RESPONSIBLE FOR MONITORING THE CONTENT OF: COMMUNICATIONS OR INFORMATION (INCLUDING
ANY CUSTOMER DATA OR USER DATA) TRANSMITTED THROUGH THE SERVICES OR RESPONDING TO
COMMUNICATIONS OR INFORMATION (INCLUDING .ANY, CUSTOMER DATA OR USER DATA)
TRANSMITTED THROUGH THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ITS
(AND ITS PRIVATE AND ADMINISTRATIVE USERS') USE OF THE SERVICES AND FOR DETERMINING THE
ACCURACY OF THE INFORMATION PROVIDED THROUGH THE SERVICE BY AUTHORIZED USERS,
COMPLETENESS AND CREDIBILITY OF INFORMATION OR COMMUNICATIONS (INCLUDING CUSTOMER
DATA AND USER. DATA) TRANSMITTED THROUGH THE SERVICES AND FOR DETERMINING APPROPRIATE
RESPONSES TO SUCH INFORMATION. OR COMMUNICATIONS. PROVIDER EXPRESSLY DISCLAIMS ALL
RESPONSIBILITY FOR AND WILL NOT VERIFY THE ACCURACY COMPLETENESS OR CREDIBILITY OF ALL
COMMUNICATIONS AND INFORMATION (INCLUDING CUSTOMER DATA AND USER DATA) TRANSMITTED
BY AUTHORIZED USERS THROUGH THE SERVICES. PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR
PROVIDING EMERGENCY SERVICES WITHIN THE TERRITORY, AND PROVIDER DISCLAIMS ALL
RESPONSIBILITY THEREFOR. THE SAFERWATCH PLATFORM AND SAFERWATCH APP ARE MERELY A
SOFTWARE TOOL AND PROVIDER MAKES NO GUARANTEES THAT USE OF THE SAFERWATCH PLATFORM
OR SAFERWATCH APP OR OTHER SERVICES WILL PREVENT STOP OR MINIMIZE EMERGENCY SITUATIONS
OR THAT USE OF ANY OF THE SERVICES WILL PREVENT, STOP OR MINIMIZE INJURY OR DEATH TO
PERSONS OR THEFT OF OR PHYSICAL DAMAGE TO PROPERTY. RELIANCE ON ANY COMMUNICATIONS OR
INFORMATION (INCLUDING CUSTOMER DATA AND USER DATA) TRANSMITTED THROUGH THE SERVICES
IS SOLELY AT CUSTOMER S OWN RISK CUSTOMER ACKNOWLEDGES AND AGREES THAT PROVIDER AND
PROVIDER'S AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGE DEATH OR INJURY RESULTING FROM
ACCESS OR THE IMPOSSIBILITY OF ACCESS OR FROM THE USE OR IMPOSSIBILITY OF USE OF SERVICES
(OR ERRORS IN THE SERVICES) OR FROM THE FACT THAT CUSTOMER HAS OR HAS NOT RELIED ON
INFORMATION OR COMMUNICATIONS (INCLUDING CUSTOMER DATA OR USER DATA) TRANSMITTED
THROUGH THE SERVICES WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT IT
IS CUSTOMER'S RESPONSIBILITY TO UPLOAD EXIT MAPS AND EMERGENCY OPERATING PROCEDURES
TO THE SAFERWATCH PLATFORM AND TO DISSEMINATE AND/OR IMPLEMENT THOSE EXIT MAPS AND
EMERGENCY OPERATING PROCEDURES IN APPROPRIATE CIRCUMSTANCES PROVIDER ASSUMES NO
RESPONSIBILITY FOR THE CORRECTNESS OR APPROPRIATENESS OF SUCH EXIT MAPS OR EMERGENCY
OPERATING PROCEDURES CUSTOMER ALSO EXERCISES SOLE CONTROL OVER ALL EMERGENCY
ALERTS OR NOTIFICATIONS TRANSMITTED BY IT THROUGH THE SERVICES, INCLUDING THE TIMING,
01139592-1 8
CONTENT AND RECIPIENTS OF SUCH ALERTS OR NOTIFICATIONS. CUSTOMER UNDERSTANDS AND
AGREES THAT PROVIDER AND THE PROVIDER PARTIES DISCLAIM ANY AND ALL LIABILITY,
WHATSOEVER WHETHER RAISED BY A THIRD PARTY OR OTHERWISE, FOR ANY AND ALL REASONS
RELATED TO PERSONAL INJURY DEATH OR LOSS, INVASION OF PRIVACY, PROPERTY DAMAGE, AND
INTERRUPTION TO BUSINESS WHICH MAY RESULT FROM THE USE OR ANY ERRORS OR OMISSIONS OF
THE SERVICES OR FROM THE FAILURE TO UPDATE OR PROVIDE ANY INFORMATION THROUGH THE
SERVICES. CUSTOMER ACKNOWLEDGES THAT DUE TO SAFERWATCH APP SETTINGS MOBILE DEVICE
SETTINGS OR OTHER TECHNOLOGICAL OR USER IMPLEMENTATIONS, RESTRICTIONS, SETTINGS OR
LIMITATIONS, (1) AUTHORIZED USERS MAY HAVE LIMITED OR NO FUNCTIONALITY WITH REGARD TO
THE SERVICES OR SAFERWATCH APP, (2) CERTAIN INFORMATION, ALERTS OR COMMUNICATIONS MAY
NOT BE SENT OR RECEIVED IN A TIMELY MANNER OR AT ALL AND (3) LOCATION BASED
COMMUNICATIONS AND GEO-FENCING RESTRICTIONS MAY NOT BE FULLY ACCURATE AND ALL
INTENDED RECIPIENTS MAY NOT RECEIVE (OR BE ABLE TO SEND) COMMUNICATIONS
c. Limitations. Customer understands and agrees that temporary interruptions of the Services may occur as
normal events. Customer further understands and agrees that Provider has no control over third party networks that Customer
or the Authorized Users may access or attempt to access in the course of the use of the Services, and therefore, delays and
disruption of network transmissions and inaccuracies in results may be completely beyond Provider's control and Provider
assumes no responsibility for such delays, disruptions or inaccuracies Without limiting the foregoing, Customer
acknowledges that the accuracy of location -based information, including information based on geo-fencing and geographic
boundaries, may be impacted by network settings selected by Authorized Users. Additionally, the interoperability of phone
and internet networks may impact the timeliness and delivery of alerts, notifications and other communications circulated
using the Services including those based on geo-fencing and geographic boundaries. Without limiting any other provision in
this Agreement, Customer understands and agrees that the SaferWatch Platform, SaferWatch App and each of the other
Services are provided "AS IS" and that Provider assumes no responsibility for the timeliness, deletion, misdelivery or failure
to store any Customer Data User Data, communications or personalization settmgs.
d. General. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
13. General.
a. The parties agree to the additional terms setforth in Exhibit D attached to this Agreement and incorporated
by reference. The relationship between the Parties is that of independent contractors This Agreement will not create or be
deemed to create any. agency, partnership or joint venture between the Parties This Agreement including the exhibits
attached hereto, constitutes the entire agreement between the Parties and supersede any and all prior agreements and
understandings between the Parties, written or oral, not incorporated herein with respect to the subject matter of this
Agreement. This Agreement may not be changed unless mutually agreed upon in a writing signed by authorized
representatives of both Parties In the event any provision of this Agreement is found to be legally unenforceable, such
unenforceability shall not prevent enforcement of any other provision of this Agreement. This Agreement shall be governed
by the laws of the State of Florida without giving effect to its prmciples of conflict of laws The Parties hereby irrevocably
and unconditionally submit to the jurisdiction and venue of the state and federal courts of Duval County, Florida..
b. Neither Party shall assign this Agreement, or assign or delegate any of its rights or obligations pursuant to
this Agreement (except as provided herein) without the prior written consent of the other Party. The Parties recognize that
a Party would suffer irreparable harm' if the other Party breached its obligations under this Agreement and that monetary
damages might not be adequate to compensate the non -breaching Party for any breach hereof. In the event of a breach or
attempted breach of any of the provisions herein the non-breachmg Party, in addition to its other remedies, shall be entitled
to specific performance and/or mjunctive relief in order to enforce performance or prevent any violation of the provisions of
this Agreement. If a suit or action is instituted in connection with any claim or controversy arising out of this Agreement
the prevailing Party shall be entitled to recover, in addition to costs such sums the court may adjudge reasonable as attorneys
fees.
c. Neither Party shall be responsible for any delay or failure in performance of any part of this Agreement to
the extent that such delay is caused by reason of acts of God wars, terrorism, revolution, civil commotion, acts of public
enemy, embargo, network failures, acts of government in its sovereign capacity, or any other circumstances beyond the
reasonable control and not involving any fault or negligence of the subject Party. Waiver by any Party of strict performance
of any provision of this Agreement must be in writing and signed by the Party adversely affected thereby Such waiver shall
01139592-1 9
not be a waiver, or prejudice the Party's right to require strict performance, of the same provision in the future, or of any
other provision This Agreement may be executed in any number of counterparts. There shall be no force or effect to any
different terms of any related purchase order or similar form even if signed by the Parties after the date hereof.
d For the purposes of 11 U.S.C. § 365(n), the Parties acknowledge and agree that this Agreement constitutes
a license grant of intellectual property in software form to Customer by Provider. Customer may not remove or export from
the United States or allow the export or re-export of the Services, or anything related thereto, or any direct product thereof in
violation of any restrictions laws or regulations of the United States Depai talent of Commerce, the United States Department
of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR
section 2.101, the Services and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1)
and (5) are deemed to be "commercial computer software" and ' commercial computer software documentation " Consistent
with DFAR section 227.7202 and FAR section 12 212, any use modification, reproduction, release, performance, display, or
disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed
solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this
Agreement.
e. Unless the context clearly requires otherwise, the use of the term "including" shall mean "including, without
limitation," in all instances.
14. Conflicts. Provider shall not have or hold any. continuing or frequently recurring employment or contractual
relationship that is substantially antagonistic or incompatible with Provider's loyal and conscientious exercise of judgment
and care related to Provider s performance under this Agreement. Provider further agrees that none of Provider's or
Provider's Affiliates' officers or employees, agents or independent contractors connected with this Agreement, shall, during
the term of this Agreement, serve as an expert witness against Customer in any legal or admmistrative proceeding in which
he, she, or Provider is not a party, unless compelled by court process Further, Provider agrees that such persons shall not
give sworn testimony or issue a report or writing, as an expression of his or her expert opinion which is adverse or prejudicial
to the mterests of Customer in connection with any, such pending or threatened legal or administrative proceeding unless
compelled by court process. The limitations of this section shall not preclude Provider or any persons in any way from
representing themselves, including givmg expert testimony in support thereof, in any action or in any administrative or legal
proceeding.
15. Representation of Authority. Each individual executing this Agreement on behalf of a Party hereto hereby
represents and warrants that he or she is, on thedate he or she signs this Agreement duly authorized by all necessary and
appropriate action to execute this Agreement on behalf of such Party and does so with full authority.
01139592-1
[Signature Page Follows]
10
[Signature Page]
IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their respective
authorized representatives as of the date first written above.
Provider:
SAFERWATCH LLC
By:
Print Name: Geno Roefaro
Title: President
Customer.
CITY OF ATLANTIC BEACH
By:
Ellen Glasser, Mayor
Date:
Attest:
Donna Bartle, City Clerk
Approved as to form
and legal sufficiency:
Brenna M. Durden, City Attorney
01139592-1
11
Exhibit A
Scope of Work
The Services shall include Items 1 through 11, inclusive:
1. Features: The SaferWatch Platform and SaferWatch App will provide Customer with the following features and
capabilities:
a. Public and Private Users will be able to use the SaferWatch App to:
o Create a User profile, add Emergency Contacts and add an optional Medical Profile
o Users will be able to "Join' Public Locations with authentication
o Users can set a geo-radius of where they would like to receive alerts (home, work, etc.)
o Users can report Non -Emergencies, suspicious activity and Tips to Customer through Text, Photo,
Video, or Audio through the SaferWatch Mobile App; can also. submit Anonymous Tips.
• Emergency reporting, Live Video Streaming and 911 calling via the SaferWatch App may be
added in the future upon mutual agreement of the Parties in their sole discretion. If Live Video
Streaming is added, it will be as a pilot program only, and thus no warranties or guarantees will
be given (and in fact are hereby disclaimed • by SaferWatch) as to uptime/availability, fitness for
its intended purpose, or the absence of bugs and defects in connection with Live Video
Streaming.
o Users can receive real-time Alerts from Customer which may contain critical instructions
o Users may Comment on an on-going Alert and receive updates on Alerts
b. Administrative Users acting in their official capacities shall have the following
Administrators will have the ability and access to:
o Send out mass alert notifications .from the SaferWatch system notifying Users
o Receive reports of incidents based ona defined SaferWatch Location or address
o Receive a User's Profile and GPS location upon submission of a Report
o Receive User Comments, send Updates and change the Status of an Incident
o Access to SaferWatch's secure web portal, also known as "Command Center"
o List Contact Information and Emergency SOPs per Location
ii. Super Users will be assigned by the Customer and will have the ability to:
o Add Public Locations, set custom geofences
o Create and define User Roles; create and manage User Groups
o Define the types of Non -emergencies and Tips; define the routing of Reports
o Create and assign Location Administrators to manage Locations
o Send Alerts based on geo-radius, Location, User Type or Groups
2. Product Customizations: Product customizations are included in the Services, however, custom software
development requests will need to be approved by Provider.
3. Third -Party Custom Integrations: Provider will provide standard implementation integration services for the
SaferWatch Platform and/or SaferWatch App. Custom integrations must be mutually agreed upon by the parties.
Number of User Licenses: An unlimited number of licenses are granted for Public Users, Private Users and
Administrative Users.
5. Number of Locations: Customer will be considered as one organization within the SaferWatch system. Under
the Customer s organization, Customer can use the SaferWatch Platform to establish an unlimited number of
Locations within the Territory.
6. Sending Mass Notifications:
a. Unlimited Sending of Mass Notifications to Public Users Within the Territory.
b. Unlimited Sending of Mass Notifications to Private Users (includes Private Users located outside of the
Territory who are subscribed to your Organization)
7. Receiving of Intel Reports: Unlimited Receiving of Intel Reports
01139592-1
A-1
8. Anonymous Tips Policy In the event that an Authorized User of the Services submits an Anonymous Tip to
Customer and that User subsequently becomes the focus of a criminal investigation by Customer, SaferWatch will
turn over all relevant User Data that is available upon request.
9. Data Storage:
a. Unlimited Web Hosting and storage of Customer Data and User Data for up to 365 days.
b. Data and Media Transfers Downloadable Directly to Customer Through the SaferWatch Platform
10. Dedicated SaferWatch Staff for Customer.
a. Customer will be assigned a Dedicated Account Manager with responsibility or coordination with one of
Provider's Project Managers
b. Additional product and technical staff will be assigned as needed
c. SaferWatch's Florida Office is located in Boca Raton, allowing SaferWatch staff to easily travel to
Customer's Office when needed at no cost and expense to .Customer
11. Implementation Overview:
a. Step 1: Customer and SaferWatch complete Onboarding Questionnaires
b.. Step 2: SaferWatch configures Customer's Command Center Web Portal and sets up initial Locations
c. Step 3: SaferWatch reviews the setup with Customer's Administrators
d. Step 4: Customer Administrators access the System and test the setup
e. Step 5: SaferWatch hosts onsite and remote training sessions for Customer -.up to four (4) per year as
requested by Customer
f. Step 6: SaferWatch provides Customer with optional marketing and press release templates to help
Customer spread the word about the new technology they will be rolling out
g. Step 7: Public announcement and go live
01139592-1
A-2
Exhibit B
Pricing Terms; Term
Setup Fee: N/A.
Ongoing Annual Fees: Customer shall not be obligated to pay an annual fee for the first year and a half (18 months) of the
Term. After the initial 18 -month Term and provided Customer does not cancel the Agreement, Customer shall pay, subject
to funding made lawfully available pursuant to Customer s annual budget, Provider for 18 months -worth of service in
advance, Eleven Thousand Two Hundred and Fifty Dollars ($11,250.00). For years four (4), five (5), and six (6), the
annual fee of Seven Thousand Five Hundred and 00/100 Dollars ($7,500.00) will be invoiced in advanced on each
anniversary of the Effective Date and is due upon receipt.
Additional Services Fees: Customer shall pay such additional amounts related to Additional Services as are from time to
time mutually agreed to by the Parties
Term: The Term of this Agreement shall be for a period of six (6) years,; commencing on the Effective Date. Further, in
addition to those rights of early termination set forth in Section 8 of this Agreement, above Customer shall have the right,
at any time during year one (1) of the Term only, to terminate this. Agreement for any reason by providing no less than sixty
(60) days prior written notice to Provider.
01139592-1
B-1
Exhibit C
Geo -Fenced Locations
A. The entire Territory (including contiguous and non-contiguous areas) will be geo-fenced as a single, unified
location.
B. Each of the following facilities within the Territory may be geo-fenced as separate locations:
i. Atlantic Beach Police Department's office facilities;
ii. public and private K-12 educational facilities; and
iii additional public locations or public facilities within the Territory which Customer desires to add at any
time including but not limited to, public parks, beaches, and other public areas and facilities.
C. Unlimited temporary locations (private or public) within the Territory while public events are hosted at such
locations (which must be used for public safety purposes only).
For avoidance of doubt, Customer shall not be permitted to geo-fence any privately -owned facilities or locations, except
as expressly permitted in this Exhibit C.
01139592-1
C-1
Exhibit D
Customer Terms
A. Sole Source Justification: Provider represents that to the best of its knowledge the SaferWatch Platform is the only
commercially available law enforcement and community notification and communication tool which has the patent
pending combination of services including: the ability for an end user to report incidents or tips, via video, photo,
audio or text and/or Emergency Live Video (which transmits real-time video and audio streams) which may include
a user's physical GPS location, nearest address, profile (including profile photo), contact information, emergency
contacts and self -provided medical information directly into a law enforcement communications center or a real-
time crime center. In addition to users being able to submit real-time mformation, the SaferWatch Platform offers
the ability for law enforcement and organizations to send out unified, mass notifications to targeted geographic areas
mcluding predefined geofenced locations and locations that encompass a specific geo-radius from a defined address.
Users of the App receive a unique notification tone upon receipt of an alert which helps to notify users of a real-time
incident which is occurring or provide updates on an incident that has occurred. Once users have received the alert,
they are able to view critical instructions provided by the law enforcement entity and offers users the ability to
comment privately and directly to the law enforcement entity; possibly providing law enforcement with real-time
intelligence during an active situation.
B. No Criminal History: Provider represents that its principal owners, partners, corporate officers, and employees do
not have any past felony criminal convictions or .any pending criminal charges Provider has disclosed all such
convictions or pending criminal charges to the Customer and further agrees to disclose any future felony convictions
or pending felony criminal charges. Provider's employees directly performmg services for Provider pursuant to
this Agreement at Customer's premises may be subject to a background screening conducted by the Customer prior
to performing such services. Such screening shall be at the expense of Customer
C. Civil Rights Requirements: Provider shall not discriminate agamst any client, employee or applicant for employment
because of race age, color, religion, sex, national origin, physical or mental disability, sexual orientation, sexual
preference, gender expression, marital status or medical status. Provider shall take affirmative action to ensure that.
Provider's employees are treated without discrimination in regard to their race age color, religion, sex, national
origin mental or physical disability sexual orientation sexual preference, gender expression marital status or
medical status. Provider shall comply with all applicable sections of the Americans with Disabilities Act, where
possible. The Provider agrees that this provision is binding upon the Provider, its successors, transferees, and
assignees for the period during which services are provided. The Provider will use reasonable efforts to ensure that
all subcontractors are not in violation of the terms of this Section.
D. Public Entity Crimes Act• In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes) a
person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department
of General Services following a conviction for a pubhc entity crime may not submit a bid on a contract with the
Customer, may not be awarded or perform work as a provider, supplier, or subcontractor under a contract with the
Customer, and may not conduct business with the Customer for a period of thirty six (36) months from the date of
being placed on the convicted vendor list. Provider's execution of this Agreement acknowledges Provider's
representation that it has not been placed on the convicted vendor list Violation of this section by Provider shall
result in termination of this Agreement and may cause Provider debarment.
E. Drug -Free Workplace. 'Provider shall maintain a drug-free workplace program in. accordance with the Drug Free
Workplace Certification attached hereto as Schedule 1 to this Exhibit D and incorporated herein.
F. Insurance. During the term of this Agreement and during any renewal or extension term of this Agreement the
Provider, at the Provider s sole expense, shall provide insurance of such types and with such terms and limits as
noted below Providing proof of and maintaining adequate insurance coverage are material obligations of the
Provider. The Provider shall provide Customer a certificate of insurance evidencing such coverage. The Provider's
msurance coverage shall be primary insurance for all applicable policies. The limits of coverage under each policy
maintained by the Provider shall not be interpreted as limiting the Provider's liability and obligations under this
Agreement. All insurance policies shall be from insurers that possess an A.M. Best rating of A-, VII or better.
a. Commercial General Liability Coverage will be afforded under a Commercial General Liability policy
with limits not less than: (i) $1,000,000 each occurrence and $2,000,000 aggregate for Bodily Injury and
Property Damage; (ii) $1,000,000 each occurrence and $1,000,000 aggregate for Personal and Advertising
01139592-1
D-1
01139592-1
Injury, Products and Completed Operations The policy will include coverage for contractual liability and
independent contractors. Upon the written request of Customer, the Customer and its officers employees
and volunteers may be covered as additional insureds with a Clause 144 Additional Insured Endorsement
or similar endorsement.
b. Business Automobile Liability Coverage will be afforded for all Owned, Hired, Scheduled, and Non -
Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1 000,000 combined
single limit each accident; provided, however, if Provider does not own vehicles, Provider will maintain
coverage for Hired and Non -Owned Auto Liability only, which may be satisfied by way of endorsement to
the Commercial General Liability policy or separate Business Auto Liability policy.
c. Workers' Compensation and Employer's Liability. Coverage will be afforded per Chapter 440, Florida
Statutes. In connection therewith, the Provider waives, and the Provider shall ensure that the Provider s
insurance carrier waives, all subrogation rights against the Customer and its officers, employees, and
volunteers for all losses or damages.
d. Insurance Certificate Requirements.
i. The Provider shall provide the Customer with valid Certificates of Insurance (binders are
unacceptable) no later than thirty (30) days prior to the start of work contemplated in this
Agreement.
ii The Provider shall provide to the Customer a Certificate of Insurancehaving a thirty (30) day
notice of cancellation; ten (10) days' notice if cancellation is for nonpayment of premium.
However, in the event that the insurer is unable to accommodate the foregoing cancellation notice
requirements it shall be the responsibility of the Provider to provide the proper notice.
iii. In the event the term of this Agreement goes beyond the expiration date of the insurance policy,
the Provider shall provide the Customer withan updated Certificate of Insurance no later than ten
(10) days prior to the expiration of the insurance currently in effect. The Customer reserves the
right to suspend the Agreement until this requirement is met
iv. The Certificate of Insurance shall indicate coverage is provided under an occurrence form If any
coverage is. provided on a claims -made form, the Certificate of Insurance must show a retroactive
date, which shall be the effective date of the initial contract or prior.
v. The Customer shall be named as an Additional Insured on all liability policies, with the exception
of Workers'. Compensation.
vi. The Customer shall be granted a Waiver of Subrogation on the Provider's Workers' Compensation
insurance policy.
vii. Thetitle of this Agreement or other identifying reference must be listed on the Certificate of
Insurance.
viii The Certificate Holder should read as follows:
City of Atlantic Beach
800 Seminole Road
Atlantic Beach Florida 32233
e. Miscellaneous.
i. The Provider has the sole responsibility for the payment of all insurance premiums and shall be
fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-
insurance penalty, or self-insured retention; including any loss not covered because of the
operation of such deductible, co-insurance penalty, self-insured retention, or coverage exclusion
D-2
or limitation Any costs for adding the Customer as an Additional Insured shall be at the Provider's
expense.
ii. If the Provider's primary insurance policy/policies do not meet the minimum requirements set
forth in this Section F of this Exhibit D, the Provider may provide evidence of an Umbrella/Excess
msurance policy to comply with the requirements
iii. All required insurance policies must be maintained until this Agreement expires or is terminated.
In addition, Provider shall provide to the Customer confirmation of coverage renewal via an
updated certificate should any policies expire prior to the expiration of this Agreement. The
Customer reserves the right to review, at any time, coverage forms and limits of Provider's
insurance policies.
iv. The Provider shall provide notice of any and all claims, accidents, and any other occurrences
associated with this Agreement to the Provider s insurance company or companies and to the
Customer as soon as practical.
f. Cyber Liability Coverage will be afforded in an amount not less than $1,000,000 per loss for negligent
retention of data as well as notification and related costs for actual or alleged breaches of data. Provider
will keep such insurance in force until the third anniversary of the expiration or termination of this
Agreement.
G. Florida Specific Additional Terms.
01139592-1
a. Florida Public Records. To the extent (and only to the extent) that Customer and Provider qualify as a
`Pubic agency' and a "Contractor,' respectively, as defined in Fla. Stat. § 119.0701(1), Provider shall:
i. Keep and maintain public: records required by the public. agency to perform the service.
ii 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.
Hi. 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
termand following completion of the contract if the contractor does not transfer the records to the
public agency.
iv. 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 for 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
retainmg 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.
v. Failure to provide the public records to the public agency within a reasonable time may subject
the Provider to penalties under s. 119.10 and s. 119.0701(4), Florida Statutes.
IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT DONNA BARTLE, THE CITY CLERK AND
THE CUSTODIAN OF PUBLIC RECORDS AT (904) 247-5809, DBARTLE(aiCOAB.US, 800
SEMINOLE ROAD, ATLANTIC BEACH, FLORIDA 32233
D-3
b. Scrutinized Companies. Subject to Odebrecht Construction, Inc., v. Prasad, 876 F.Supp.2d 1305 (S.D.
Fla. 2012), affirmed, Odebrecht Construction, Inc., v. Secretary, Florida Department of Transportation,
715 F.3d 1268 (11th Cir. 2013), with regard to the "Cuba Amendment," the Provider certifies that it is not
on the Scrutinized Companies with Activities in Sudan List or the Scrutmized Companies with Activities
in the Iran Petroleum Energy Sector List or the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes (2018), as may be amended or revised, and that it is not
engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as provided
in section 287.135, Florida Statutes (2018), as may be amended or revised The Customer may terminate
this Agreement at the Customer's option if the Provider is found to have submitted a false certification as
provided under subsection (5) of section 287.135, Florida Statutes (2018), as may be amended or revised,
or been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutmized Companies
with Activities in the Iran Petroleum Energy Sector List or the Scrutinized Companies that Boycott Israel
List created pursuant to Section 215.4725, Florida Statutes (2018), as may be amended or revised, or is
engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in
Section 287.135, Florida Statutes (2018), as may be amended or revised.
H. Notice: Any notice hereunder by one party to the other party shall be given in writing by personal delivery, facsimile,
regular mail, or certified mail with proper postage, to theparty at the addresses designated in the Agreement (with
copy to email if indicated). Any notice shall be effective on the date it is received by the addressee. Either party
may change its address for notice purposes by giving the other party notice of such change in accordance with this
paragraph Notices shall be addressed as follows:
01139592-1
FOR CUSTOMER:
City of Atlantic Beach
Joe Gerrity, City Manager
800 Seminole Road
Atlantic Beach, FL 32233
lgerrity@coab.us
Copy to:
Michelle Cook, Chief of Police
City of Atlantic Beach
860 Seminole Road
Atlantic Beach,FL 32233
mcook@coab us
D-4
FOR PROVIDER:
SaferWatch, LLC
1 Town Center Road, Suite 500
Boca Raton, FL 33486
With email copy to: Billingna,SaferWatchApp com
EXHIBIT D - SCHEDULE 1
DRUG FREE WORKPLACE CERTIFICATION
The undersigned vendor hereby certifies that it will provide a drug-free workplace program by:
(1) Publishing a statement notifying its employees that the unlawful manufacture, distribution dispensing, possession,
or use of a controlled substance is prohibited in the offeror's workplace, and specifying the actions that will be taken
against employees for violations of such prohibition;
(2) Establishing a continuing drug-free awareness program to inform its employees about: (i) The dangers of drug
abuse in the workplace; (ii) The vendor's policy of maintaining a drug-free workplace; (iii) Any available drug counseling,
rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug
abuse violations occurrmg in the workplace;
(3)
Giving all employees engaged in performance of the contract a copy of the statement required by paragraph (1);
(4) Notifying all employees, in writing, of the statement required by paragraph (1), that as a condition of employment
on a covered contract the employee shall: (i) Abide by the terms of the statement and (ii) Notify the employer in writing of
the employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than 5 calendar
days after such conviction;
(5) Notifying Customer in writing within 10 calendar days after receiving notice under subparagraph (4)(ii) above,
from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the
employer;
(6) Within 30 calendar days after receiving notice under paragraph (4) of a conviction, taking one or more of the
following actions with respect to an employee who is convicted of a drug abuse violation occurring in the workplace: (i)
Taking appropriate personnel action against such employee, up to and including termmation; and/or (ii) Requiring such
employee to satisfactorily participate in and complete a drug abuse assistance or rehabilitation program approved for such
purposes by a federal, state, or local health, law enforcement, or other appropriate agency; and
(7) Making a good faith effort to maintain a drug-free workplace program through implementation of paragraphs (1)
through (6).
(Vendor Signature)
(Print Name)
State of
County of
The foregoing
instrument was
Company Name)
(Address)
acknowledged before me this day of
as (title) of
known to me to be the person
identification, and who did/did not
NOTARY PUBLIC:
•
by
described herein, or who produced as
take an oath.
(Signature)
(Print Name)
My commission expires:
01139592-1
D -S1-1