Agenda 04/12/2016 Item #16F 7 4/12/2016 16.F.7.
EXECUTIVE SUMMARY
Recommendation to award Invitation to Bid(ITB)#16-6566,Media Monitoring Services to Cision
US Inc. and make a finding that this expenditure promotes tourism.
OBJECTIVE: To award ITB #16-6566 to Cision US Inc. for Media Monitoring Services on behalf of the
Tourism Division.
CONSIDERATIONS: Media Monitoring is a highly specialized service that is only provided by a
handful of companies nationwide. This is a very important tool for the Tourism Division Public Relations
staff to analyze the output of print, online, broadcast and social media editorial coverage of tourism
activities in our community. The monitoring service entails evaluating, reporting and republishing, with
permission,the analytics of our promotional efforts world-wide.
ITB #16-6566 for media monitoring services was posted on Tuesday, January 5, 2016. E-mail notices
were sent to 376 firms with 46 firms downloading the full solicitation package. Three bids were received
by the posted deadline of Tuesday,January 19,2016. One bidder was found non-responsive.
The results of the solicitation responses are summarized on the attached bid tab sheet.
Staff recommends award of this solicitation to the lowest, qualified responsive bidder, Cision US Inc. If
approved, staff will issue a purchase order for 12 months of service with the aforementioned vendor. The
County Attorney's Office has approved the Cision US Inc. proposed agreement (attached) pursuant to the
County's Procurement Ordinance No. 15-37.
FISCAL IMPACT: The four quarterly installment payments of$2,866.88, for a total annual amount of
$11,467.50 is covered in the Tourism Divisions' Board approved FY 16 budget in Fund 184, Contracted
Services.
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management plan from this
action.
ADVISORY BOARD RECOMMENDATION: At the March 28, 2016 meeting, the Tourist
Development Council recommended approval of this item (8-0) with a recommended finding that this
expenditure promotes tourism.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and requires
majority vote for approval.—CMG
RECOMMENDATION: That the Board approve the award of Invitation to Bid#16-6566 to Cision US
Inc. for Media Monitoring Services and make a finding that this expenditure promotes tourism.
Prepared by: Jack Wert,Tourism Director
Attachments: Solicitation,Bid Tab,Proposal,Agreement
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4/12/2016 16.F.7.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.F.16.F.7.
Item Summary: Recommendation to award Invitation to Bid (ITB) #16-6566, Media
Monitoring Services to Cision US Inc. and make a finding that this expenditure promotes
tourism.
Meeting Date: 4/12/2016
Prepared By
Name: GreenKelly
Title: Tourist Development Tax Coordinator,Tourism Division
3/30/2016 12:34:28 PM
Submitted by
Title: Division Director-Tourism,Tourism Division
Name: Wert Jack
3/30/2016 12:34:29 PM
Approved By
Name: Wert Jack
Title: Division Director-Tourism,Tourism Division
Date: 3/30/2016 10:54:59 PM
Name: MarkiewiczJoanne
Title:Division Director-Procurement Services,Procurement Services
Date: 3/31/2016 11:15:18 AM
Name:NorthrupAdam
Title: Procurement Specialist,Procurement Services
Date: 3/31/2016 12:48:43 PM
Name: HerreraSandra
Title: Manager-Procurement,Procurement Services
Date: 3/31/2016 4:30:18 PM
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4/12/2016 16.F.7.
Name: GreeneColleen
Title:Assistant County Attorney, CAO General Services
Date: 4/1/2016 10:50:11 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 4/1/2016 2:12:48 PM
Name: FinnEd
Title: Management/Budget Analyst, Senior, Office of Management&Budget
Date: 4/4/2016 6:04:40 PM
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 4/5/2016 9:59:44 AM
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4/12/2016 16.F.7.
c, er County
Administrative Services Department
Procurement Services Division
INVITATION TO BID
Date: 01/05/2016
From: Adam Northrup
(239) 252-6098 (Telephone)
(239) 252-6302 (FAX)
adamnorthrup @colliergov.net (Email)
To: Prospective Vendors
Subject: Solicitation: 16-6566—Media Monitoring
As requested by the Naples, Marco Island, Everglades Convention & Visitors Bureau
(CVB), the Collier County Board of County Commissioners Purchasing Department has
issued this ITB for the purpose of obtaining fair and competitive responses.
Please refer to the Public Notice included in this document for the opening date and
time and any applicable pre-ITB conference.
All questions regarding this ITB must be submitted online on the Collier County
Purchasing Department Online Bidding System website: www.colliergov.net/bid. All
responses to questions will be posted on the website with electronic notification to all
prospective vendors.
We look forward to your participation in Collier County's competitive procurement
process.
cc: Jack Wert
,...c
Promro ,i3ervix„c-i.isan 3327.arniarni Mail East"Napes, crida3-4 112-4901.2332,251 X17.mvnc;3iogmret,procurGmeiie.ve
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Invitation to Bid
Index
Public Notice 3
Exhibit I: Scope of Work, Specifications and Response Format 4
Exhibit II: General Bid Instructions 8
Exhibit III: Standard Purchase Order Terms and Conditions 14
Exhibit IV: Additional ITB Terms and Conditions 17
Attachment 1: Vendor Submittal -Vendor's Non-Response Statement 23
Attachment 2: Vendor's Check List 24
Attachment 3: Vendor Submittal - Bid Response Form 25
Attachment 4: Vendor Submittal— Local Vendor Preference Affidavit 28
Attachment 5: Vendor Submittal — Immigration Affidavit 29
Attachment 6: Vendor Substitute W—9 30
Attachment 7: Vendor Submittal - Insurance and Bonding Requirements 31
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Collier
County
v�W � mow.
Administrative Services Department
Procurement Services Division
Public Notice
Sealed bid responses for Solicitation 16-6566—Media Monitoring, will be received
electronically only at the Collier County Government, Purchasing Department, 3327 Tamiami
Trail E, Naples, FL 34112 until 3:00PM, Collier County local time on 1/19/2016. Solicitation
responses received after the stated time and date will not be accepted.
Solicitation 16-6566—Media Monitoring
All questions regarding this ITB must be submitted online on the Collier County Purchasing
Department Online Bidding System website: www.colliergov.net/bid. All responses to questions
will be posted on the website with electronic notification to all prospective vendors.
All solicitation responses must be made on the official ITB response form included and only
available for download from the Collier County Purchasing Department Online Bidding System
website noted herein. ITB Documents obtained from sources other than Collier County
Purchasing may not be accurate or current.
Collier County encourages vendors to utilize recycled paper on all manual bid response
submittals.
Collier County does not discriminate based on age, race, color, sex, religion, national origin,
disability or marital status.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
BY: /s/ Joanne Markiewicz
Director, Procurement Services Division
Publicly posted on the Collier County Purchasing Department website:
www.colliergov.net/purchasing and in the lobby of the Purchasing Building on 01/05/2016.
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Exhibit I: Scope of Work, Specifications and Response Format
As requested by the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB)
(hereinafter, the "Division or Department"), the Collier County Board of County Commissioners
Procurement Services Division (hereinafter, "County") has issued this Invitation to Bid (hereinafter,
"ITB") with the intent of obtaining bids from interested and qualified firms in accordance with the
terms, conditions and specifications stated or attached. The Vendor, at a minimum, must achieve the
requirements of the Scope of Work and specifications stated.
The results of this solicitation may be used by other County departments once awarded according to
the Board of County Commissioners Purchasing Policy.
Background
The Naples, Marco Island, Everglades Convention &Visitors Bureau (CVB), a division of Collier
County, Florida Government, is interested in identifying and contracting a service agreement with
a company that provides web-based media monitoring, analytics and database services.
Historically, County departments have spent approximately $12,000.00.
Scope of Work
The CVB seeks a provider for an integrated media monitoring and database service with the following
options.
1. Easy to navigate media monitoring system offering coverage of North American media that
includes integration with a North American media and social influencer database. Seeking
system that includes monitoring of print media, online media, broadcast media and social
media as well as a media database for creation of targeted media and social influencer lists,
with fast access to specific journalists including editorial suggestions and opportunities and a
minimum of 2,500 emails.
2. Full integration of media contacts with media and social media monitoring to track and report
outreach efforts.
3. Advanced search options using multiple keywords and the ability to eliminate certain coverage
not relevant to the CVB.
4. Ability for the system to recommend digital influencers, bloggers and journalist's accounts to
pitch specific stories and to follow on social media including Twitter and Facebook based on
the CVB's key messages.
5. Media monitoring and social media dashboards tailored to individual users to manage
workflow and access to report creation.
6. Ability to easily share media coverage content with tourism partners/clients (non-public)
mentioned in stories we generate.
7. Unlimited storage of clips and reports.
8. Flat fee structure with no maximum or minimum number of story clips per month.
9. Multiple user access (2 minimum)with option to add additional users
10. Ability to pre-set coverage categories for tracking of campaigns and projects for up to 10 at a
time. Explain cost structure to achieve project tracking
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11.Ability to do back searches for previous months or years. Explain policy and length of time
allowed.
A qualified/responsive bidder will comply with the following:
• Offer quarterly or monthly billing; no pre-payments, one-time payments or upfront payments to
initiate services
• Be a media monitoring service company with greater than 3 years experience in providing
these services.
• Experience working with state or local Government agencies for more than 3 years.
• Provide credible advertising equivalency as part of the monitoring and analytics to measure
value of earned media coverage.
• Provide Comprehensive media monitoring system providing the ability to monitor, publicize
and analyze:
o Print—national press.
o Print—option to add international press. Is this service available, and if so, is it
included or offered at an additional cost? (yes or no)
o Online—social media including coverage of websites, blogs, Facebook, Twitter, and
other platforms.
o Broadcast media— North American television TV including at least 150 DMAs
(designated market areas).
o Broadcast media—option to add North American radio.
o International broadcast media
Term of Contract
The contract term, if an award(s) is/are made is intended to be for one (1)year with three (3) one
(1) year renewal options.
Prices shall remain firm for the initial term of this contract. Requests for consideration of a price
adjustment must be made prior to the contract anniversary date, in writing, to the Procurement
Director. Price adjustments are dependent upon the consumer price index (CPI) over the past
twelve (12) months, budget availability and program manager approval.
Surcharges will not be accepted in conjunction with this contract, and such charges should be
incorporated into the pricing structure.
Award Criteria
ITB award criteria is as follows:
• All questions on the Bid document shall be answered as to price(s), time requirements, and
required document submissions.
• Award shall be based upon the responses to all questions on the Bid Response Page(s).
• Further consideration may include but not be limited to, references, completeness of bid
response and past performances on other County bids/projects.
• Prices will be read in public exactly as input on the electronic bid response form or written on
the manually submitted Bid Response Page(s) at the time of the bid opening; however, should
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an error in calculations occur whenever unit pricing and price extensions are requested, the
unit price shall prevail. Mathematical miscalculations may be corrected by the County to
reflect the proper response.
• The County's Purchasing Department reserves the right to clarify a vendor's proposal prior to
the award of the solicitation.
• It is the intent of Collier County to award to the lowest, qualified and responsive vendor(s) in
accordance with the following methodology:
Determination of a qualified bidder is at the sole discretion of the County and will be
determined by the answers to the questions in Attachment 8: Vendor Questionaire.
This solicitation will be awarded based on the lowest line 9 total (total base bid)for the
products/services list on Attachment 1: Vendor Response form. Line 9 is calculated
multiplying the unit prices of lines 1-8 by the quantity to yield the total for each line. Then by
adding together those totals for lines 1-8 to yield line 9, Base bid total. (section 1).
The Blank line lines in section 2, alternate bid, are provided if there are additional services
offered by your company. Any items under section 2 are not included in the award formula.
DO NOT INCLUDE SURCHARES IN THIS SECTION. Any surcharges and fees should be
incorporated into the pricing structure of section 1.
ANY ITEMS IN SECTION 2 ARE NOT CONSIDERED IN THE AWARD FORMULA.
• Collier County reserves the right to select one, or more than one suppliers, however, it is the
intent to select a single awardee.
• The County reserves the right to issue a formal contract or standard County Purchase Order
for the award of this solicitation.
• The resultant contract(s) may include purchase or work orders issued under one, or any
combination of price methodologies by the County's project manager:
Time and Materials: the County agrees to pay the contractor for the amount of labor time
spent by the contractor's employees and subcontractors to perform the work (number of hours
times hourly rate), and for materials and equipment used in the project (cost of materials plus
the contractor's mark up). This methodology is generally used in projects in which it is not
possible to accurately estimate the size of the project, or when it is expected that the project
requirements would most likely change. As a general business practice, these contracts
include back-up documentation of costs; invoices would include number of hours worked and
billing rate by position (and not company (or subcontractor) timekeeping or payroll records),
material or equipment invoices, and other reimbursable documentation for the project.
Generally speaking, the County assumes the project risk, the administration is more time
consuming, and the County pays for the labor efforts and materials used to complete the
project, including changes due to unforeseen conditions.
Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including
labor, materials, equipment, overhead, etc.)for a repetitive product or service delivered (i.e.
installation price per ton, delivery price per package or carton, etc.). The invoice must identify
the unit price and the number of units received (no contractor inventory or cost verification
required).
Term of Contract
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The contract term, if an award(s) is/are made is intended to be for one (1) year with three (3) one
year renewal options.
Prices shall remain firm for the initial term of this contract. Requests for consideration of a price
adjustment must be made prior to the contract anniversary date, in writing, to the Procurement
Director. Price adjustments are dependent upon the consumer price index (CPI) over the past
twelve (12) months, budget availability and program manager approval.
Surcharges will not be accepted in conjunction with this contract, and such charges should be
incorporated into the pricing structure.
Projected Timetable
Event Date
Issue Solicitation Notice 01/05/2016
Last Date for Receipt of Written Questions 01/14/2016; 3:00PM
Solicitation Deadline Date and Time 01/19/2016; 3:00PM
Anticipated Evaluation of Submittals Week of 01/25/2015
Anticipated Board of County Commissioner's Contract February 2016
Approval Date
Vendor Required Documents
• Attachment 2: Vendor's Check List
• Attachment 3: Vendor Bid Response Form
• Attachment 4: Local Vendor Preference
• Attachment 5: Immigration Law Affidavit
• Attachment 6: Vendor Substitute W-9
• Attachment 7: Insurance and Bonding Requirement
• Attachment 8: Vendor Questionnaire
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Exhibit II: General Bid Instructions
1. Purpose/Objective
As requested by the Collier County departments or divisions identified in Exhibit 1, the Collier
County Board of County Commissioners Purchasing Department (hereinafter, the County) has
issued this Invitation to Bid (hereinafter, the "ITB", or"Bid")with the sole purpose and intent of
obtaining bid responses from interested and qualified firms in accordance with the terms,
conditions, and specifications stated and/or attached herein/hereto. The successful vendor will
hereinafter be referred to as the "Vendor"
All bids must be submitted on the Bid form furnished by the County noted in Attachments
2, 3, 4, 5, 6, and 7 of this ITB. No bid will be considered unless the Bid form is properly
signed. Vendor is responsible to read and follow the instructions very carefully, as any
misinterpretation or failure to comply with these instructions could lead to the bid submitted as
being rejected as non-responsive.
2. Pricing
Vendors must provide unit prices using the unit of measured specified by the County. All prices
will remain firm for a period of one hundred and eighty (180) calendar days from date of bid
opening. After award by the Board of County Commissioners, prices may only be adjusted as
outlined in Exhibit I: Term of Contract.
3. Alternate Bid Pricing
In the event that alternate pricing is requested, it is an expressed requirement of the bid to provide
pricing for all alternates as listed. The omission of a response or a no-bid or lack of a submitted
price will be the basis for the rejection of the submitted bid response. All bids responses received
without pricing for all alternates as listed will be considered technically non-responsive and will not
be considered for award.
4. Equal Product
Manufacturer's name, brand name and/or model number are used in these specifications for the
purpose of establishing minimum requirements of level of quality, standards of performance and/or
design required, and is in no way intended to prohibit the bidding of other manufacturer's items of
equal or similar material. An equal or similar product may be bid, provided that the product is
found to be equal or similar in quality, standard of performance, design, etc. to the item specified.
Where an equal or similar is bid, the Bid must be accompanied with two (2) complete sets of
factory information sheets (specifications, brochures, etc.) and test results, if applicable, of unit bid
as equal or similar.
Equal product samples, if required for evaluation, and at no cost to the County, must be submitted
with Bid. Unless otherwise directed in the solicitation, the bid will not be considered unless
samples are delivered to specified address by bid due date. The County shall be sole judge of
equality or similarity, and its decision shall be final in the best interest.
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5. Discounts
Any discounts or terms must be shown on the Bid form. Such discounts, if any, may be
considered in the award of tie bids. In no instance should payment terms less than fifteen (15)
calendar days be offered.
6. Exceptions
Vendors taking exception to any part or section of these specifications shall indicate such
exceptions on a separate sheet entitled "EXCEPTIONS TO SPECIFICATIONS." Failure to
indicate any exceptions to the specifications shall be interpreted as the Vendors intent to fully
comply with the specifications as written. The County, at its sole discretion, shall determine if the
exceptions are material in nature, and if the Vendor's exceptions may be declared grounds for
rejection of bid proposal.
7. Addenda
The County reserves the right to formally amend and/or clarify the requirements of the bid
specifications where it deems necessary. Any such addendum/clarification shall be in writing and
shall be distributed electronically to all parties who received the original bid specifications prior to
the deadline for submission of Bids. All changes to this ITB will be conveyed electronically through
a notice of addendum or questions and answers to all vendors registered under the applicable
commodity code(s) at the time when the original ITB was released, as well as those vendors who
downloaded the ITB document. Additionally, all addendums are posted on the Collier County
Purchasing Department Online Bidding System website: www.colliergov.net/bid. Before submitting
a bid response, please make sure that you have read all, understood clearly and complied
completely with any changes stated in the addenda as failure to do so may result in the rejection
of your submittal.
8. Bid Submission
All electronic bids shall be submitted online via the Collier County Purchasing Department Online
Bidding System: www.colliergov.net/bid.
Vendors who wish to receive copies of bids after the bid opening may view and download same
from the Collier County Purchasing Department Internet bid site.
9. Questions
If the vendor should be of the opinion that the meaning of any part of the Bid Document is
doubtful, obscure or contains errors or omissions it should report such opinion to the Procurement
Strategist before the bid opening date. Direct questions related to this ITB only to the Collier
County Purchasing Department Internet website: www.colliergov.net/bid. Questions will not be
answered after the date noted on the ITB.
Vendors must clearly understand that the only official answer or position of the County will be the
one stated on the Collier County Purchasing Department Online Bidding System website. For
general questions, please call the referenced Procurement Strategist identified in the Public
Notice.
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10. Protests
Any prospective vendor/ proposer who desires to protest any aspect(s) or provision(s) of the
solicitation (including the form of the solicitation documents or procedures) shall file their protest
with the Procurement Director prior to the time of the bid opening strictly in accordance with the
County's then current purchasing ordinance and policies.
11. Rejection and Waiver
The County reserves the right to reject any and all bids, to waive defects in the form of bid, also to
select the bid that best meets the requirements of the County.
Vendors whose bids, past performance or current status do not reflect the capability, integrity or
reliability to fully and in good faith perform the requirements denoted may be rejected as non-
responsive. Bids that do not meet all necessary requirements of this solicitation or fail to provide
all required information, documents or materials may be rejected as non-responsive.
12. Local Vendor Preference (LVP)
The County is using the Competitive Sealed Quotation methodology of source selection for this
procurement, as authorized by Ordinance Number 2013-69 establishing and adopting the Collier
County Purchasing Ordinance.
Local business means the vendor has a current Business Tax Receipt issued by the Collier
County Tax Collector for at least one year prior to bid or proposal submission to do business
within Collier County, and that identifies the business with a permanent physical business address
located within the limits of Collier County from which the vendor's staff operates and performs
business in an area zoned for the conduct of such business. A Post Office Box or a facility that
receives mail, or a non-permanent structure such as a construction trailer, storage shed, or other
non-permanent structure shall not be used for the purpose of establishing said physical address.
In addition to the foregoing, a vendor shall not be considered a "local business" unless it
contributes to the economic development and well-being of Collier County in a verifiable and
measurable way. This may include, but not be limited to, the retention and expansion of
employment opportunities, support and increase to the County's tax base, and residency of
employees and principals of the business within Collier County. Vendors shall affirm in writing their
compliance with the foregoing at the time of submitting their bid or proposal to be eligible for
consideration as a "local business" under this section. A vendor who misrepresents the Local
Preference status of its firm in a proposal or bid submitted to the County will lose the privilege to
claim Local Preference status for a period of up to one year.
Under this solicitation, bidders desiring to receive local preference will be invited and required to
affirmatively state and provide documentation as set forth in the solicitation in support of their
status as a local business. Any bidder who fails to submit sufficient documentation with their bid
offer shall not be granted local preference consideration for the purposes of that specific
contract award. Except where federal or state law, or any other funding source, mandates to the
contrary, Collier County and its agencies and instrumentalities, will give preference to local
businesses in the following manner.
Competitive bid (local price match option). Each formal competitive bid solicitation shall
clearly identify how the price order of the bids received will be evaluated and determined.
When a qualified and responsive, non-local business submits the lowest price bid, and the bid
submitted by one or more qualified and responsive local businesses is within ten percent of the
price submitted by the non-local business, then the local business with the apparent lowest bid
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offer (i.e., the lowest local bidder) shall have the opportunity to submit an offer to match the
price(s), less one (1) dollar, offered by the overall lowest, qualified and responsive bidder. In
such instances, staff shall first verify if the lowest non-local bidder and the lowest local bidder
are in fact qualified and responsive bidders. Next, the Purchasing Department shall determine if
the lowest local bidder meets the requirements of Fla. Stat. Sec.287.087 (Preferences to
businesses with drug-free workplace programs). If the lowest local bidder meets the
requirements of Fla. Stat. Sec. 287.087, the Purchasing Department shall invite the lowest
local bidder to submit a matching offer, less one (1) dollar, within five (5) business days
thereafter. If the lowest local bidder submits an offer that fully matches the lowest bid, less
one (1) dollar, from the lowest non-local bidder tendered previously, then award shall be made
to the local bidder. If the lowest local bidder declines or is unable to match the lowest non-local
bid price(s), then award will be made to the lowest overall qualified and responsive bidder. If the
lowest local bidder does not meet the requirement of Fla. Stat. Sec 287.087, and the lowest
non-local bidder does, award will be made to the bidder that meets the requirements of the
reference state law.
Bidder must complete and submit with their bid response the Affidavit for Claiming Status as a
Local Business which is included as part of this solicitation.
Failure on the part of a Bidder to submit this Affidavit with their bid response will preclude
said Bidder from being considered for local preference on this solicitation.
A Bidder who misrepresents the Local Preference status of its firm in a bid submitted to the
County will lose the privilege to claim Local Preference status for a period of up to one (1)year.
The County may, as it deems necessary, conduct discussions with responsible bidders
determined to be in contention for being selected for award for the purpose of clarification to
assure full understanding of, and responsiveness to solicitation requirements.
13. Immigration Affidavit Certification
Statutes and executive orders require employers to abide by the immigration laws of the United
States and to employ only individuals who are eligible to work in the United States.
The Employment Eligibility Verification System (E-Verify) operated by the Department of
Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides
an Internet-based means of verifying employment eligibility of workers in the United States; it is
not a substitute for any other employment eligibility verification requirements. The program will be
used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including
professional services and construction services.
Exceptions to the program:
• Commodity based procurement where no services are provided.
• Where the requirement for the affidavit is waived by the Board of County
Commissioners
Vendors/ Bidders are required to enroll in the E-Verify program, and provide acceptable evidence
of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable
evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of
the fully executed E-Verify Memorandum of Understanding for the company. Vendors are also
required to provide the Collier County Purchasing Department an executed affidavit certifying they
shall comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If
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the BidderNendor does not comply with providing both the acceptable E-Verify evidence
and the executed affidavit the bidder's/vendor's proposal may be deemed non-responsive.
Additionally, vendors shall require all subcontracted vendors to use the E-Verify system for all
purchases not covered under the "Exceptions to the program" clause above.
For additional information regarding the Employment Eligibility Verification System (E-Verify)
program visit the following website: http://www.dhs.gov/E-Verify. It shall be the vendor's
responsibility to familiarize themselves with all rules and regulations governing this program.
Vendor acknowledges, and without exception or stipulation, any firm(s) receiving an award shall
be fully responsible for complying with the provisions of the Immigration Reform and Control Act of
1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be
amended and with the provisions contained within this affidavit. Failure by the awarded firm(s)to
comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach
of the award agreement and the County shall have the discretion to unilaterally terminate said
agreement immediately.
14. Lobbying
All firms are hereby placed on NOTICE that the County Commission does not wish to be lobbied
either individually or collectively about a project for which a firm has submitted a bid. Firms and
their agents are not to contact members of the County Commission for such purposes as
meetings of introduction, luncheons, dinners, etc. During the bidding process, from bid opening to
final Board approval, no firm or its agent shall contact any other employee of Collier County with
the exception of the Purchasing Department.
15. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute
607.1501)
In order to be considered for award, firms must be registered with the Florida Department of State
Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and
provide a certificate of authority (www.sunbiz.org/search.html) prior to execution of a contract. A
copy of the document may be submitted with the solicitation response and the document number
shall be identified. Firms who do not provide the certificate of authority at the time of response
shall be required to provide same within five (5) days upon notification of selection for award. If the
firm cannot provide the document within the referenced timeframe, the County reserves the right
to award to another firm.
16. General Information
When it is deemed by the County that a bid cannot be awarded as originally intended, the County
reserves the right to award this bid through an approach which is the best interest of the County.
Alternate bids will not be considered unless authorized by the ITB. In case of identical bids tying
as low bid, the County shall ask vendors to submit certification that they have a drug-free
workplace in accordance with Section 287.087 Florida Statutes. Should all vendors provide said
certification; the County will give local vendor preference.
17. Bid Award Process
Award of contract will be made by the Board of County Commissioners in public session.
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Award shall be made in a manner consistent with the County's Purchasing Policy. Award
recommendations will be posted outside the offices of the Purchasing Department as well as on
the Collier County Purchasing Department website on Wednesdays and Thursdays prior to the
County Commission meetings.
Any actual or prospective respondent who desires to formally protest the recommended contract
award must file a notice of intent to protest with the Procurement Director within two (2) calendar
days (excluding weekends and County holidays) of the date that the recommended award is
posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal
protest and will be given instructions as to the form and content requirements of the formal protest.
A copy of the "Protest Policy" is available at the office of the Procurement Director.
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Exhibit III: Standard Purchase Order Terms and Conditions
1. Offer delivery; provided that risk of loss prior to
This offer is subject to cancellation by the actual receipt of the goods by the COUNTY
COUNTY without notice if not accepted by nonetheless remain with VENDOR.
VENDOR within fourteen (14)days of issuance. b) No charges will be paid by the COUNTY for
packing, crating or cartage unless otherwise
2. Acceptance and Confirmation specifically stated in this Purchase Order.
This Purchase Order (including all documents Unless otherwise provided in Purchase
attached to or referenced therein) constitutes Order, no invoices shall be issued nor
the entire agreement between the parties, unless payments made prior to delivery. Unless
otherwise specifically noted by the COUNTY on freight and other charges are itemized, any
the face of this Purchase Order. Each delivery of discount will be taken on the full amount of
goods and/or services received by the COUNTY invoice.
from VENDOR shall be deemed to be upon the c) All shipments of goods scheduled on the
terms and conditions contained in this Purchase same day via the same route must be
Order. consolidated. Each shipping container must
be consecutively numbered and marked to
No additional terms may be added and Purchase show this Purchase Order number. The
Order may not be changed except by written container and Purchase Order numbers must
instrument executed by the COUNTY. VENDOR be indicated on bill of lading. Packing slips
is deemed to be on notice that the COUNTY must show Purchase Order number and
objects to any additional or different terms and must be included on each package of less
conditions contained in any acknowledgment, than container load (LCL) shipments and/or
invoice or other communication from VENDOR, with each car load of equipment. The
notwithstanding the COUNTY'S acceptance or COUNTY reserves the right to refuse or
payment for any delivery of goods and/or return any shipment or equipment at
services, or any similar act by VENDOR. VENDOR'S expense that is not marked with
Purchase Order numbers. VENDOR agrees
3. Inspection to declare to the carrier the value of any
All goods and/or services delivered hereunder shipment made under this Purchase Order
shall be received subject to the COUNTY'S and the full invoice value of such shipment.
inspection and approval and payment therefore d) All invoices must contain the Purchase Order
shall not constitute acceptance. All payments are number and any other specific information as
subject to adjustment for shortage or rejection. identified on the Purchase Order. Discounts
All defective or nonconforming goods will be of prompt payment will be computed from the
returned pursuant to VENDOR'S instruction at date of receipt of goods or from date of
VENDOR'S expense. receipt of invoices, whichever is later.
Payment will be made upon receipt of a
To the extent that a purchase order requires a proper invoice and in compliance with
series of performances by VENDOR, the Chapter 218, Fla. Stats., otherwise known as
COUNTY prospectively reserves the right to the "Local Government Prompt Payment
cancel the entire remainder of the Purchase Act," and, pursuant to the Board of County
Order if goods and/or services provided early in Commissioners Purchasing Policy.
the term of the Purchase Order are
non-conforming or otherwise rejected by the 5. Time Is Of the Essence
COUNTY. Time for delivery of goods or performance of
services under this Purchase Order is of the
4. Shipping and Invoices essence. Failure of VENDOR to meet delivery
a) All goods are FOB destination and must be schedules or deliver within a reasonable time, as
suitably packed and prepared to secure the interpreted by the COUNTY in its sole judgment,
lowest transportation rates and to comply shall entitle the COUNTY to seek all remedies
with all carrier regulations. Risk of loss of available to it at law or in equity. VENDOR
any goods sold hereunder shall transfer to agrees to reimburse the COUNTY for any
the COUNTY at the time and place of expenses incurred in enforcing its rights.
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VENDOR further agrees that undiscovered VENDOR shall indemnify and hold harmless the
delivery of nonconforming goods and/or services COUNTY from any and all claims, including
is not a waiver of the COUNTY'S right to insist claims of negligence, costs and expenses,
upon further compliance with all specifications. including but not limited to attorneys' fees, arising
from, caused by or related to the injury or death
6. Changes of any person (including but not limited to
The COUNTY may at any time and by written employees and agents of VENDOR in the
notice make changes to drawings and performance of their duties or otherwise), or
specifications, shipping instructions, quantities damage to property (including property of the
and delivery schedules within the general scope COUNTY or other persons), which arise out of or
of this Purchase Order. Should any such change are incident to the goods and/or services to be
increase or decrease the cost of, or the time provided hereunder.
required for performance of the Purchase Order,
an equitable adjustment in the price and/or 11. Warranty of Non-Infringement
delivery schedule will be negotiated by the VENDOR represents and warrants that all goods
COUNTY and VENDOR. Notwithstanding the sold or services performed under this Purchase
foregoing, VENDOR has an affirmative obligation Order are: a) in compliance with applicable laws;
to give notice if the changes will decrease costs. b) do not infringe any patent, trademark,
Any claims for adjustment by VENDOR must be copyright or trade secret; and c) do not constitute
made within thirty (30) days from the date the unfair competition.
change is ordered or within such additional
period of time as may be agreed upon by the VENDOR shall indemnify and hold harmless the
parties. COUNTY from and against any and all claims,
including claims of negligence, costs and
7. Warranties expense, including but not limited to attorneys'
VENDOR expressly warrants that the goods fees, which arise from any claim, suit or
and/or services covered by this Purchase Order proceeding alleging that the COUNTY'S use of
will conform to the specifications, drawings, the goods and/or services provided under this
samples or other descriptions furnished or Purchase Order are inconsistent with VENDOR'S
specified by the COUNTY, and will be of representations and warranties in section 11 (a).
satisfactory material and quality production, free
from defects and sufficient for the purpose If any claim which arises from VENDOR'S breach
intended. Goods shall be delivered free from any of section 11 (a) has occurred, or is likely to
security interest or other lien, encumbrance or occur, VENDOR may, at the COUNTY'S option,
claim of any third party. These warranties shall procure for the COUNTY the right to continue
survive inspection, acceptance, passage of title using the goods or services, or replace or modify
and payment by the COUNTY. the goods or services so that they become
non-infringing, (without any material degradation
8. Statutory Conformity in performance, quality, functionality or additional
Goods and services provided pursuant to this cost to the COUNTY).
Purchase Order, and their production and
transportation shall conform to all applicable 12. Insurance Requirements
laws, including but not limited to the Occupational The VENDOR, at its sole expense, shall provide
Health and Safety Act, the Federal commercial insurance of such type and with such
Transportation Act and the Fair Labor Standards terms and limits as may be reasonably
Act, as well as any law or regulation noted on the associated with the Purchase Order. Providing
face of the Purchase Order. and maintaining adequate insurance coverage is
a material obligation of the VENDOR. All
9. Advertising insurance policies shall be executed through
No VENDOR providing goods and services to the insurers authorized or eligible to write policies in
COUNTY shall advertise the fact that it has the State of Florida.
contracted with the COUNTY for goods and/or
services, or appropriate or make use of the 13. Compliance with Laws
COUNTY'S name or other identifying marks or In fulfilling the terms of this Purchase Order,
property without the prior written consent of the VENDOR agrees that it will comply with all
COUNTY'S Purchasing Department. federal, state, and local laws, rules, codes, and
ordinances that are applicable to the conduct of
its business. By way of non-exhaustive example,
10. Indemnification this shall include the American with Disabilities
Act and all prohibitions against discrimination on
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the basis of race, religion, sex creed, national conditions of this Purchase Order, provided that
origin, handicap, marital status, or veterans' COUNTY has provided VENDOR with notice of
status. Further, VENDOR acknowledges and such breach and VENDOR has failed to cure
without exception or stipulation shall be fully within 10 days of receipt of such notice.
responsible for complying with the provisions of
the Immigration Reform and Control Act of 1986 19. General
as located at 8 U.S.C. 1324, et seq. and a) This Purchase Order shall be governed by
regulations relating thereto, as either may be the laws of the State of Florida. The venue
amended. Failure by the awarded firm(s) to for any action brought to specifically enforce
comply with the laws referenced herein shall any of the terms and conditions of this
constitute a breach of the award agreement and Purchase Order shall be the Twentieth
the County shall have the discretion to Judicial Circuit in and for Collier County,
unilaterally terminate said agreement Florida
immediately. Any breach of this provision may b) Failure of the COUNTY to act immediately in
be regarded by the COUNTY as a material and response to a breach of this Purchase Order
substantial breach of the contract arising from by VENDOR shall not constitute a waiver of
this Purchase Order. breach. Waiver of the COUNTY by any
default by VENDOR hereunder shall not be
14. Force Majeure deemed a waiver of any subsequent default
Neither the COUNTY nor VENDOR shall be by VENDOR.
responsible for any delay or failure in c) All notices under this Purchase Order shall
performance resulting from any cause beyond be sent to the respective addresses on the
their control, including, but without limitation to face page by certified mail, return receipt
war, strikes, civil disturbances and acts of nature. requested, by overnight courier service, or by
When VENDOR has knowledge of any actual or personal delivery and will be deemed
potential force majeure or other conditions which effective upon receipt. Postage, delivery and
will delay or threatens to delay timely other charges shall be paid by the sender. A
performance of this Purchase Order, VENDOR party may change its address for notice by
shall immediately give notice thereof, including all written notice complying with the
relevant information with respects to what steps requirements of this section.
VENDOR is taking to complete delivery of the d) The Vendor agrees to reimbursement of any
goods and/or services to the COUNTY. travel expenses that may be associated with
this Purchase Order in accordance with
15. Assignment Florida Statute Chapter 112.061, Per Diem
VENDOR may not assign this Purchase Order, and Travel Expenses for Public Officers,
nor any money due or to become due without the employees and authorized persons.
prior written consent of the COUNTY. Any e) In the event of any conflict between or
assignment made without such consent shall be among the terms of any Contract Documents
deemed void. related to this Purchase Order, the terms of
the Contract Documents shall take
16. Taxes precedence over the terms of the Purchase
Goods and services procured subject to this Order. To the extent any terms and /or
Purchase Order are exempt from Florida sales conditions of this Purchase Order duplicate
and use tax on real property, transient rental or overlap the Terms and Conditions of the
property rented, tangible personal purchased or Contract Documents, the provisions of the
rented, or services purchased (Florida Statutes, Terms and/or Conditions that are most
Chapter 212), and from federal excise tax. favorable to the County and/or provide the
greatest protection to the County shall
17. Annual Appropriations govern.
The COUNTY'S performance and obligation to
pay under this Purchase Order shall be
contingent upon an annual appropriation of
funds.
18. Termination
This Purchase Order may be terminated at any
time by the COUNTY upon 30 days prior written
notice to the VENDOR. This Purchase Order
may be terminated immediately by the COUNTY
for breach by VENDOR of the terms and
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Exhibit IV: Additional ITB Terms and Conditions
1. Additional Items and/or Services
During the contract term, Collier County reserves the right to add related items and/or services
upon negotiation of a satisfactory price by the Project Manager and Vendor.
2. Conflict of Interest
Vendor shall provide a list of any businesses and/or organizations to which the firm has any
affiliation or obligations within the past five (5) years; whether paid or donated, which could be
construed by the County as a conflict of interest. Disclosure of any potential or actual conflict of
interest is subject to County staff review and does not in and of itself disqualify a firm from
consideration. These disclosures are intended to identify and or preclude conflict of interest
situations during contract selection and execution.
3. Vendor Performance Evaluation
Collier County has implemented a Vendor Performance Evaluation System for all contracts
awarded in excess of$25,000. To this end, vendors will be evaluated on their performance upon
completion/termination of agreement.
4. Deductions for Non-Performance
The County reserves the right to deduct a portion of any invoice for goods not delivered, or
services not performed in accordance with requirements, including required timeframe. The
County may also deduct, or chargeback the Vendor the costs necessary to correct the deficiencies
directly related to the Vendor's non-performance.
5. Offer Extended to Other Governmental Entities
Collier County encourages and agrees to the successful vendor extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the discretion of
the successful vendor.
6. Environmental Health and Safety
All Vendors and Sub vendors performing service for Collier County are required and shall comply
with all Occupational Safety and Health Administration (OSHA), State and County Safety and
Occupational Health Standards and any other applicable rules and regulations. Vendors and Sub
vendors shall be responsible for the safety of their employees and any unsafe acts or conditions
that may cause injury or damage to any persons or property within and around the work site. All
firewall penetrations must be protected in order to meet Fire Codes.
Collier County Government has authorized OSHA representatives to enter any Collier County
facility, property and/or right-of-way for the purpose of inspection of any Vendor's work operations.
This provision is non-negotiable by any department and/or Vendor.
All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device
Coordination and Arc Flash Studies where relevant as determined by the engineer.
All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and
PPE Protective labels.
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7. Florida Wood Products
The Vendor/Contractor agrees to comply with Florida Statute 255.20 to provide lumber, timber and
other forest products produced and manufactured in the State of Florida as long as the price,
fitness and quality are equal.
8. Public Records Compliance
The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119
(including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)),
ordinances, codes, rules, regulations and requirements of any governmental agencies.
9. Standards of Conduct
The Vendor shall employ people to work on County projects who are neat, clean, well-groomed
and courteous. Subject to the American with Disabilities Act, Vendor shall supply competent
employees who are physically capable of performing their employment duties. The County may
require the Vendor to remove an employee it deems careless, incompetent, insubordinate or
otherwise objectionable and whose continued employment on Collier County projects is not in the
best interest of the County.
10. Protection of Property
The Vendor shall ensure that the service is performed in such manner as to not damage any
property. In the event damage occurs to any property as a direct result of the Vendor or their Sub
vendor in the performance of the required service, the Vendor shall repair/replace, to the County's
,satisfaction, damaged property at no additional cost to the County. If the damage caused by the
Vendor or their Sub vendor has to be repaired/replaced by the County, the cost of such work will
be deducted from the monies due the Vendor.
The County's project manager, shall coordinate with the Vendor/Contractor the return of any
surplus assets, including materials, supplies, and equipment associated with the scope or work.
11. Prohibition of Gifts to County Employees
No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan,
fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III,
Florida Statutes, the current Collier County Ethics Ordinance and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact
with County staff for a specified period of time; b. Prohibition by the individual and/or firm from
doing business with the County for a specified period of time, including but not limited to:
submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the
individual and/or firm for cause.
12. Invoice and Payments
Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218,
Florida Statutes. Vendor's invoices must include:
• Purchase Order Number
• Description and quantities of the goods or services provided per instructions on the County's
purchase order or contract.
Invoices shall be sent to:
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Board of County Commissioners
Clerk's Finance Department
ATTN: Accounts Payable
3299 Tamiami Trail E Ste 700
Naples FL 34112
Or emailed to: bccapclerk(a�collierclerk.com.
Collier County, in its sole discretion, will determine the method of payment for goods and/or
services as part of this agreement.
Payment methods include:
• Traditional —payment by check, wire transfer or other cash equivalent.
• Standard —payment by purchasing card. Collier County's Purchasing Card Program is
supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant
of the Rules for VISA Merchants and MasterCard Merchant Rules.
The County may not accept any additional surcharges (credit card transaction fees) as a result of
using the County's credit card for transactions relating to this solicitation. The County will
entertain bids clearly stating pricing for standard payment methods. An additional separate
discounted price for traditional payments may be provided at the initial bid submittal if it is clearly
marked as an "Additional Cash Discount."
Upon execution of the Contract and completion of each month's work, payment requests may be
submitted to the Project Manager on a monthly basis by the Contractor for services rendered for
that prior month. Services beyond sixty (60) days from current monthly invoice will not be
considered for payment without prior approval from the Project manager. All invoices should be
submitted within the fiscal year the work was performed. (County's fiscal year is October 1 -
September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or
processed for payment) unless specifically authorized by the Project Manager.
Payments will be made for articles and/or services furnished, delivered, and accepted, upon
receipt and approval of invoices submitted on the date of services or within six (6) months after
completion of contract. Any untimely submission of invoices beyond the specified deadline period
is subject to non-payment under the legal doctrine of"lathes" as untimely submitted. Time shall be
deemed of the essence with respect to the timely submission of invoices under this agreement.
In instances where the successful contractor may owe debts (including, but not limited to taxes or
other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy
these debts, the County reserves the right to off-set the amount owed to the County by applying
the amount owed to the vendor or contractor for services performed of for materials delivered in
association with a contract.
Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the
Finance Division for payment. Payment will be made upon receipt of proper invoice and in
compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt
Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount
of any payment for work not performed or for unsatisfactory performance of Contractual
requirements.
13. Survivability
Purchase Orders: The Consultant/Contractor/Vendor agrees that any Purchase Order that
extends beyond the expiration date of the original Solicitation 16-6566 will survive and remain
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subject to the terms and conditions of that Agreement until the completion or termination of this
Purchase Order.
14. Insurance Requirements
The Vendor shall at its own expense, carry and maintain insurance coverage from responsible
companies duly authorized to do business in the State of Florida as set forth in Insurance and
Bonding Requirements Attachment of this solicitation. The Vendor shall procure and maintain
property insurance upon the entire project, if required, to the full insurable value of the scope of
work.
The County and the Vendor waive against each other and the County's separate Vendors,
Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all
damages covered by property insurance provided herein, except such rights as they may have to
the proceeds of such insurance. The Vendor and County shall, where appropriate, require similar
waivers of subrogation from the County's separate Vendors, Design Consultants and
Subcontractors and shall require each of them to include similar waivers in their contracts.
Collier County shall be responsible for purchasing and maintaining, its own liability insurance.
Certificates issued as a result of the award of this solicitation must identify"For any and all work
performed on behalf of Collier County."
The General Liability Policy provided by Vendor to meet the requirements of this solicitation shall
name Collier County, Florida, as an additional insured as to the operations of Vendor under this
solicitation and shall contain a severability of interests provisions.
Collier County Board of County Commissioners shall be named as the Certificate Holder. The
"Certificate Holder" should read as follows:
Collier County
Board of County Commissioners
Naples, Florida
The amounts and types of insurance coverage shall conform to the minimum requirements set
forth in the Insurance and Bonding Requirements Attachment, with the use of Insurance Services
Office (ISO)forms and endorsements or their equivalents. If Vendor has any self-insured
retentions or deductibles under any of the below listed minimum required coverage, Vendor must
identify on the Certificate of Insurance the nature and amount of such self- insured retentions or
deductibles and provide satisfactory evidence of financial responsibility for such obligations. All
self-insured retentions or deductibles will be Vendor's sole responsibility.
Coverage(s) shall be maintained without interruption from the date of commencement of the Work
until the date of completion and acceptance of the scope of work by the County or as specified in
this solicitation, whichever is longer.
The Vendor and/or its insurance carrier shall provide 30 days written notice to the County of policy
cancellation or non-renewal on the part of the insurance carrier or the Vendor. The Vendor shall
also notify the County, in a like manner, within twenty-four(24) hours after receipt, of any notices
of expiration, cancellation, non-renewal or material change in coverage or limits received by
Vendor from its insurer and nothing contained herein shall relieve Vendor of this requirement to
provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by
Vendor hereunder, Vendor shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy.
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Should at any time the Vendor not maintain the insurance coverage(s) required herein, the
County may terminate the Agreement or at its sole discretion shall be authorized to purchase
such coverage(s) and charge the Vendor for such coverage(s) purchased. If Vendor fails to
reimburse the County for such costs within thirty (30) days after demand, the County has the right
to offset these costs from any amount due Vendor under this Agreement or any other agreement
between the County and Vendor. The County shall be under no obligation to purchase such
insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or
companies used. The decision of the County to purchase such insurance coverage(s) shall in no
way be construed to be a waiver of any of its rights under the Contract Documents.
If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of
the scope of work, the Vendor shall furnish to the County renewal or replacement Certificate(s) of
Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure
of the Vendor to provide the County with such renewal certificate(s) shall be considered
justification for the County to terminate any and all contracts.
15. Collier County Information Technology Requirements
All vendor access will be done via VPN access only. All access must comply with current
published County Manager Agency (CMA) policies.
Current policies that apply are CMAs 5402, 5403 and 5405. These policies will be available upon
request from the Information Technology Department. All vendors will be required to adhere to IT
policies for access to the County network. Vendors are required to notify the County in writing
twenty-four(24) hours in advance as to when access to the network is planned. Included in this
request must be a detailed work plan with actions that will be taken at the time of access. The
County IT Department has developed a Technical Architecture Requirements Document that is
required to be filled out and submitted with your bid response. This document can be found on the
Collier County Purchasing Department website: www.colliergov.net/purchasing. On the left hand
side of the menu, click on CC Technical Requirements. If this document is not submitted with your
bid response, your bid response may be deemed non-responsive.
16. Debris
Vendor shall be responsible for the removal and disposal of all debris from the site and the
cleaning of the affected areas. Vendor shall keep the premises free of debris and unusable
materials resulting from their work and as work progresses; or upon the request of the County's
representative, shall remove and dispose such debris and materials from the property. The
Vendor shall leave all affected areas as they were prior to beginning work.
17. Direct Material Purchase
The County reserves the right to require Vendor to assign some or all of its agreements with
material suppliers directly to the County. Any such goods and/or materials purchased by the
County pursuant to such an assignment of a material supply agreement shall be referred to as
"County Furnished Materials" and the responsibilities of both the County and the Vendor relating
to said materials shall be governed by the terms and conditions of this solicitation.
Additionally, the County at its sole option may choose to purchase some or all of the goods and/or
materials from other suppliers. In either instance the County may require the following information
from the Vendor:
• Required quantities of material.
• Specifications relating to goods and/or materials required for job including brand and/or model
number or type if applicable
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• Pricing and availability of goods and/or materials provided under Vendor's agreements with
material suppliers
18.Grant Compliance
The purchase of any goods and/or services that are funded through Federal Grant Appropriations,
the State of Florida, or any other public or private foundations shall be subject to the compliance
and reporting requirements of the granting agency.
19. Equipment
Vendor shall have available and in good working condition, the necessary equipment to perform
the required service. If required, the Vendor shall supply a list of equipment and an hourly rate for
each. Hourly rates will commence once equipment arrives at the service site.
In the event that additional specialized and/or heavy equipment (backhoe, crane, mudhog, etc.) is
needed, the Project Manager must be notified in advance for approval. The reimbursement of
additional equipment expense shall be at cost and will commence once equipment arrives at the
service site. The County reserves the right to request and obtain documentation of the Vendor's
cost, and to withhold payments until documentation is provided.
The scope of these specifications is to ensure the delivery of a complete unit ready for operation.
Omission of any essential detail from these specifications does not relieve the Vendor from
furnishing a complete unit.
All equipment must be new and of current manufacture in production at the time of ITB opening,
and carry standard warranties. At the time of delivery, at least two (2) complete shop repair
manuals and parts lists must be furnished with each type of equipment. Vendor must service all
equipment prior to delivery and/or acceptance by the County.
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Coder County
Administrative Services Department
Procurement Services Division
Attachment 1: Vendor Submittal -Vendor's Non-Response Statement
The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear,
concise and openly competitive. Therefore, we are interested in ascertaining reasons why prospective
Vendors did not wish to respond to this ITB. If your firm is not responding to this ITB, please indicate
the reason(s) by checking any appropriate item(s) listed below and return this form via email or fax to
the Procurement Strategist listed on the first page or mail to: Collier County Purchasing Department,
3327 Tamiami Trail East, Naples, Florida 34112.
We are not responding to this ITB for the following reason(s):
Solicitation: 16-6566—Media Monitoring
❑ Services requested not available through our company.
❑ Our firm could not meet specifications/scope of work.
❑ Specifications/scope of work not clearly understood (too vague, rigid, etc.)
❑ Project is too small.
L Insufficient time allowed for preparation of response.
[ Incorrect address used. Please correct mailing address:
❑ Other reason(s):
Firm's Complete Legal Name
Address
City, State, Zip
Telephone Number
FAX Number
Signature/Title
Type Name of Signature Date:
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Cailier County
Administrative Services Department
Procurement Services Division
Attachment 2: Vendor's Check List
IMPORTANT: THIS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, sign in the
spaces indicated and return with bid.
Vendor should check off each of the following items as the necessary action is completed:
1. The Bid has been signed.
2. The Bid prices offered have been reviewed.
3. The price extensions and totals have been checked.
4. The payment terms have been indicated.
5. Any required drawings, descriptive literature, etc. have been included.
6. Any delivery information required is included.
7. If required, the amount of bid bond has been checked, and the bid bond or cashiers check has
been included.
8. Addendum have been signed and included, if applicable.
9. Affidavit for Claiming Status as a Local Business, if applicable.
10. Immigration Affidavit and company's E-Verify profile page or memorandum of understanding.
11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this
ITB.
12. The mailing envelope must be addressed to:
Procurement Director
Collier County Government
Purchasing Department
3327 Tamiami Trail E
Naples FL 34112
The mailing envelope must be sealed and marked with:
• Solicitation: 16-6566—Media Monitoring
• Opening Date: 1/19/2016; 3:00PM
13. The bid will be mailed or delivered in time to be received no later than the specified opening date
and time. (Otherwise bid cannot be considered.)
14. If submitting a manual bid, include any addenda (initialed and dated noting understanding and
receipt). If submitting bid electronically, bidder will need to download all related documents on
www.colliergov.net/bid. The system will date and time stamp when the addendum files were
downloaded
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE
OF THE COURIER PACKET.
•
Company Name
Signature & Title
Date
#16-6566 24
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Co �eer County
Administrative Services Department
Procurement Sen,ices Division
Attachment 3: Vendor Submittal - Bid Response Form
FROM:
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: Solicitation: 16-6566—Media Monitoring
Dear Commissioners:
The undersigned, as Vendor, hereby declares that the specifications have been fully examined and
the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as
per the scope of work. The Vendor further declares that the only persons, company or parties
interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is
made without connection with any other person, company or companies submitting a Bid; and it is all
respects fair and in good faith, without collusion or fraud.
The Vendor proposes and agrees if this bid is accepted, to comply with the requirements in full and in
accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to
provide the following:
SECTION 1: BASE BID
Line Description UOM Quantity Unit Price Total
1 North American Media Database Monthly 12
2 Advanced PR Releases with Images Monthly 12
3 Online and LexisNexis Print Monthly 12
monitoring (North America)
4 North American broadcast Monthly 12
monitoring
5 Social media monitoring Monthly 12
6 International monitoring Monthly 12
7 Additional Concurrent User(s) Monthly 12
8 News Royalty Fees Monthly 12
9 Base Bid Total
SECTION 2: ALTERNATE BID:
Line Description UOM Quantity Unit Price
10
11
12
13
Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be
considered and computed in the tabulation of the bids. In no instance should terms for less than
fifteen (15) days payment be offered.
#16-6566 25
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Prompt Payment Terms: % Days; Net_ Days
❑ Bid Response Form is electronic. Please input your prices online.
Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid
response pages. The undersigned do agree that should this Bid be accepted, to execute a formal
contract, if required, and present the formal contract to the County Procurement Director for approval
within fifteen (15) days after being notified of an award.
#16-6566 26
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4/12/2016 16.F.7.
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of
, 20 in the County of , in the State of
Firm's Complete Legal Name
Address
City, State, Zip
Florida Certificate of Authority
Document Number
Federal Tax Identification
Number
CCR#or CAGE Code
Telephone Number
FAX Number
Signature/Title
Type Name of Signature
Date
****************************************************************************************************
Additional Contact Information
Send Payments To: (REQUIRED ONLY if different from above)
Firm's Complete Legal Name
Address
City, State, Zip
Contact Name
Telephone Number
FAX Number
Email Address
#16-6566 27
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Co ier County
Administrative Services Department
Procurement Services Division
Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit
Solicitation: 16-6566—Media Monitoring (Check Appropriate Boxes Below)
State of Florida(Select County if Vendor is described as a Local Business
❑ Collier County
❑ Lee County
Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of
County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing
Policy:
Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax
Collector for at least one year prior to bid or proposal submission to do business within Collier County, and
that identifies the business with a permanent physical business address located within the limits of Collier
County from which the vendor's staff operates and performs business in an area zoned for the conduct of
such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a
construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of
establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local
business" unless it contributes to the economic development and well-being of Collier County in a verifiable
and measurable way. This may include, but not be limited to, the retention and expansion of employment
opportunities, support and increase to the County's tax base, and residency of employees and principals of
the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the
time of submitting their bid or proposal to be eligible for consideration as a "local business" under this
section. A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to
the County will lose the privilege to claim Local Preference status for a period of up to one year under this
section.
Vendor must complete the following information:
Year Business Established in ❑Collier County or❑ Lee County:
Number of Employees (Including Owner(s)or Corporate Officers):
Number of Employees Living in ❑ Collier County or❑ Lee (Including Owner(s)or Corporate Officers):
If requested by the County, vendor will be required to provide documentation substantiating the information
given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable.
Vendor Name: Date:
Address in Collier or Lee County:
Signature: Title:
STATE OF FLORIDA
❑ COLLIER COUNTY ❑ LEE COUNTY
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day
of , 20
Notary Public
My Commission Expires:
(AFFIX OFFICIAL SEAL)
#16-6566 28
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4/12/2016 16.F.7.
Cold ae-r County
gym.
Administrative Services Department
Procurement Sery ices Division
Attachment 5: Vendor Submittal—Immigration Affidavit
Solicitation: 16-6566—Media Monitoring
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal
Invitations to Bid (ITB's)and Request for Proposals (RFP)submittals. Further, Vendors/ Bidders are required to enroll
in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the
vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company
Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to
include this Affidavit and acceptable evidence of enrollment in the E-Verify program, may deem the Vendor/
Bidder's proposal as non-responsive.
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien
workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e)of
the Immigration and Nationality Act("INA").
Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the
INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be
grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act
and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-
Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the
Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the
Vendor's/Bidder's proposal.
Company Name
Print Name Title
Signature Date
State of
County of
The foregoing instrument was signed and acknowledged before me this day of ,20 , by
who has produced as identification.
(Print or Type Name) (Type of Identification and Number)
Notary Public Signature
Printed Name of Notary Public
Notary Commission Number/Expiration
The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of
this affidavit to interrogatories hereinafter made.
#16-6566 29
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Coder County
Administratve Services Department
Procurement Services Division
Attachment 6: Vendor Substitute W—9
Request for Taxpayer Identification Number and Certification
In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following
information for tax reporting purposes from individuals and companies who do business with the County (including
social security numbers if used by the individual or company for tax reporting purposes). Florida Statute
119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and
return with your quote or proposal.
1. General Information (provide all information)
Taxpayer Name
(as shown on income tax return)
Business Name
(if different from taxpayer name)
Address City
State Zip
Telephone FAX Email
Order Information Remit/Payment Information
Address Address
City State Zip City State Zip
FAX FAX
Email Email
2. Company Status (check only one)
Individual/Sole Proprietor Corporation Partnership
_Tax Exempt(Federal income tax-exempt entity _Limited Liability Company
under Internal Revenue Service guidelines IRC
501 (c)3) Enter the tax classification
(D=Disregarded Entity, C=Corporation, P=Partnership)
3. Taxpayer Identification Number(for tax reporting purposes only)
Federal Tax Identification Number(TIN)
(Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.)
4. Sign and Date Form
Certification: Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge.
Signature Date
Title Phone Number
#16-6566 30
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Colt Ter County
Administrative Services Department
Procurement Services Division
Attachment 7: Vendor Submittal - Insurance and Bonding Requirements
Insurance/Bond Type Required Limits
1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government
Compensation Statutory Limits and Requirements
2. ® Employer's Liability $100.000 single limit per occurrence
3. ® Commercial General Bodily Injury and Property Damage
Liability(Occurrence Form)
patterned after the current $500,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury
ISO form Liability and Property Damage Liability. This shall include Premises and
Operations; Independent Contractors; Products and Completed Operations
and Contractual Liability.
4. ® Indemnification To the maximum extent permitted by Florida law, the
Contractor/Vendor/Consultant shall indemnify and hold harmless Collier
County, its officers and employees from any and all liabilities, damages,
losses and costs, including, but not limited to, reasonable attorneys'fees and
paralegals'fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Contractor/Vendor/Consultant or anyone
employed or utilized by the Contractor/Vendor/Consultant in the performance
of this Agreement.
4. ❑Automobile Liability $ Each Occurrence; Bodily Injury& Property Damage,
Owned/Non-owned/Hired; Automobile Included
5. ® Other insurance as ❑Watercraft $ Per Occurrence
noted:
❑ United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
$ Per Occurrence
❑ Maritime Coverage (Jones Act)shall be maintained where applicable to
the completion of the work.
$ Per Occurrence
❑Aircraft Liability coverage shall be carried in limits of not less than
$5,000,000 each occurrence if applicable to the completion of the Services
under this Agreement.
$ Per Occurrence
❑ Pollution $ Per Occurrence
® Professional Liability $1,000,000 per claim and in
the aggregate
• $1,000,000 per claim and in the aggregate
• $2,000,000 per claim and in the aggregate
❑ Project Professional Liability $ Per Occurrence
❑ Valuable Papers Insurance $ Per Occurrence
❑ Employee Dishonesty/Crime $ Per Occurrence
#16-6566 31
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4/12/2016 16.F.7.
Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss
Payee endorsement naming Collier County.
6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds,
cashiers' check or an irrevocable letter of credit, a cash bond posted with the
County Clerk, or proposal bond in a sum equal to 5% of the cost proposal. All
checks shall be made payable to the Collier County Board of County
Commissioners on a bank or trust company located in the State of Florida and
insured by the Federal Deposit Insurance Corporation.
7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the
Payment Bonds executed contract by Proposers receiving award, and written for 100% of the
Contract award amount,the cost borne by the Proposer receiving an award.
The Performance and Payment Bonds shall be underwritten by a surety
authorized to do business in the State of Florida and otherwise acceptable to
Owner; provided, however, the surety shall be rated as"A-" or better as to
general policy holders rating and Class V or higher rating as to financial size
category and the amount required shall not exceed 5% of the reported policy
holders' surplus, all as reported in the most current Best Key Rating Guide,
published by A.M. Best Company, Inc. of 75 Fulton Street, New York, New
York 10038.
8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to
meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance
provisions.
9. ® Collier County must be named as"ADDITIONAL INSURED"on the Insurance Certificate for Commercial
General Liability where required.
10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County
Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance
must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all
work performed on behalf of Collier County.
11. ® Thirty(30) Days Cancellation Notice required.
JW 12/22/15
Vendor's Insurance Statement
We understand the insurance requirements of these specifications and that the evidence of insurability may be required
within five (5) days of the award of this solicitation.
Name of Firm Date
Vendor Signature
Print Name
Insurance Agency
Agent Name Telephone Number
#16-6566 32
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Packet Page -1858-
4/12/2016 16.F.7.
Colder County
Administrative Services Department
Procurement Services Division
Attachment 8: Vendor Questionnaire
Please answer the following questions in reference to the services your company offers.
1. In line 1 of the Vendor Response form, how many emails do you include in the quoted price?
2. In line 2 of the Vendor Response form, how many advanced PR releases are included with the
quoted price?
3. How many users are included with yearly fees?
4. Is North American radio monitoring included with line 4 yearly fees?
5. How many North American television DMA's are included in line 4 yearly fees?
6. How many years experience does your company have in media monitoring?
7. How many years has your company performed media monitoring for government agencies. Please
list the most recent agencies.
8. Are you willing to accept quarterly or monthly billing, with no prepayments?
Company
Signature
Print Name Date
#16-6566 33
Media Monitoring Packet Page -1859-
4/12/2016 16.F.7.
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Packet Page -1860-
4U12/2016 16.F.7.
Co -ter County
Attachment 2: Vendor's Check List
IMPORTANT: IS SHEET MUST BE SIGNED BY VENDOR. Please read carefully, si n in the
spaces indicated and return with bid,
Vendor should check off each of the following items as the necessary action is completed:
1. The Bid has been signed.
2. The Bid prices offered have been reviewed.
3. The price extensions and totals have been checked.
4. The payment terms have been indicated.
5. Any required drawings, descriptive literature, etc. have been included.
6. Any delivery information required is included.
7. If required, the amount of bid bond has been checked, and the bid bond or cashiers check has
been included.
8. Addendum have been signed and included, if applicable.
9. Affidavit for Claiming Status as a Local Business, if applicable.
10. Immigration Affidavit and company's E-Verify profile page or memorandum of understanding.
11. Copies of licenses, equipment lists, subcontractors or any other information as noted in this
|TB.
12. The mailing envelope must be addressed to:
Procurement Director
Collier County Government
Purchasing Department
3327 TanViarni Trail E
Naples FL 34112
The mailing envelope must be sealed and marked with:
° Solicitation: 16-6566—Media Monitoring
*
Opening Date: 1/19/2016; 3:00P8D
13. The bid will be mailed or delivered in time to be received no later than the specified opening date
and time. (Otherwise bid cannot be considered.)
14. If submitting a manual bid, include any addenda (initialed and dated noting understanding and
receipt). If submitting bid e|ectrnnina||y, bidder will need to download all related documents on
vmwvv.cu||iergov.neVb(d. The system will date and time stamp when the addendum files were
downloaded
ALL COURIER DELIVERED BIDS MUST HAVE THE BID NUMBER AND TITLE ON THE OUTSIDE
OF THE COURIER PACKET.
Cision US Inc.
Co
Signaturie
(\�
( \ ^)
^ `
Date
#16-6566 24
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Packet Page -1861-
4/12/2016 16.F.7.
Co ter county
Administrative Services Department
Procurement Services Division
Attachment 3: Vendor Submittal - Bid Response Form
FROM: Cision US Inc.
Board of County Commissioners
Collier County Government Center
Naples, Florida 34112
RE: Solicitation: 16-6566—Media Monitoring
Dear Commissioners:
The undersigned, as Vendor, hereby declares that the specifications have been fully examined and
the Vendor is fully informed in regard to all conditions pertaining to the work to be performed for as
per the scope of work. The Vendor further declares that the only persons, company or parties
interested in this Bid or the Contract to be entered into as principals are named herein; that this Bid is
made without connection with any other person, company or companies submitting a Bid; and it is all
respects fair and in good faith, without collusion or fraud.
The Vendor proposes and agrees if this bid is accepted, to comply with the requirements in full and in
accordance with the terms, conditions and specifications denoted herein. The Vendor agrees to
provide the following:
SECTION 1: BASE BID
PLEASE SEE THE PRICE LIST IN THE SUPPLEMENTAL PROPOSAL DOCUMENT FOR
FURTHER INFO
Line Description UOM Quantity Unit Price Total
1 North American Media Database Annually 1 7,417.50
2 Advanced PR Releases with Images Annually 1
3 Online and LexisNexis Print Annually 1
monitoring (North America)
4 North American broadcast Annually 1
monitoring
5 Social media monitoring Annually 1
6 International monitoring Annually 1 2400
7 Additional Concurrent User(s) Annually 1 1050
8 News Royalty Fees Annually 1 600
9 Base Bid Total 11,467.50
SECTION 2: ALTERNATE BID:
Line Description UOM Quantity Unit Price
10
11
12
13
#16-6566 25
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4/12/2016 16.F.7.
Any discounts or terms must be shown on the Bid Response Form. Such discounts, if any, will be
considered and computed in the tabulation of the bids. In no instance should terms for less than
fifteen (15) days payment be offered.
Prompt Payment Terms: % Days; Net Days
Due to monthly payment scheduling planned by the account representative a 10% upcharge is
included within the final list price for all services.
❑ Bid Response Form is electronic. Please input your prices online.
Note: If you choose to bid manually, please submit an ORIGINAL and ONE COPY of your bid
response pages. The undersigned do agree that should this Bid be accepted, to execute a formal
contract, if required, and present the formal contract to the County Procurement Director for approval
within fifteen (15) days after being notified of an award.
#16-6566 26
Media Monitoring Packet Page -1863-
4/12/2016 16.F.7.
IN WITNESS WHEREOF, WE have hereunto subscribed our names on this 19 day of January,
2016 in the County of Cook, in the State of Illinois.
Firm's Complete Legal Name Cis ion US Inc.
Address 130 E Randolph St
City, State, Zip Chicago IL 60601
Florida Certificate of Authority P10000014936
Document Number
Federal Tax Identification 36-4011543
Number
OCR#or CAGE Code 1LHO8
Telephone Number 866-639-5087
FAX Number 312-240-0350
Signature/Title
Type Name of Signature
Date k \
****************************************************************************************************
Additional Contact Information
Send Payments To: (REQUIRED ONLY if different from above)
Firm's Complete Legal Name
Address
City, State, Zip
Contact Name
Telephone Number
FAX Number
Email Address
#16-6566 27
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4/12/2016 16.F.7.
Co Ter County
Administrative Services Department
Procurement Services Division
Attachment 4: Vendor Submittal — Local Vendor Preference Affidavit
Solicitation: 16-6566—Media Monitoring (Check Appropriate Boxes Below)
State of Florida(Select County if Vendor is described as a Local Business
❑ Collier County
❑ Lee County
Vendor affirms that it is a local business as defined by the Purchasing Policy of the Collier County Board of
County Commissioners and the Regulations Thereto. As defined in Section XI of the Collier County Purchasing
Policy:
Local business means the vendor has a current Business Tax Receipt issued by the Collier County Tax
Collector for at least one year prior to bid or proposal submission to do business within Collier County, and
that identifies the business with a permanent physical business address located within the limits of Collier
County from which the vendor's staff operates and performs business in an area zoned for the conduct of
such business. A Post Office Box or a facility that receives mail, or a non-permanent structure such as a
construction trailer, storage shed, or other non-permanent structure shall not be used for the purpose of
establishing said physical address. In addition to the foregoing, a vendor shall not be considered a "local
business" unless it contributes to the economic development and well-being of Collier County in a verifiable
and measurable way.This may include, but not be limited to, the retention and expansion of employment
opportunities, support and increase to the County's tax base, and residency of employees and principals of
the business within Collier County. Vendors shall affirm in writing their compliance with the foregoing at the
time of submitting their bid or proposal to be eligible for consideration as a"local business" under this
section.A vendor who misrepresents the Local Preference status of its firm in a proposal or bid submitted to
the County will lose the privilege to claim Local Preference status for a period of up to one year under this
section.
Vendor must complete the following information:
Year Business Established in ❑Collier County or❑ Lee County:
Number of Employees (Including Owner(s)or Corporate Officers):
Number of Employees Living in ❑ Collier County or❑ Lee (Including Owner(s)or Corporate Officers):
If requested by the County, vendor will be required to provide documentation substantiating the information
given in this affidavit. Failure to do so will result in vendor's submission being deemed not applicable.
Vendor Name: Date:
Address in Collier or Lee County:
Signature: Title:
STATE OF FLORIDA
❑ COLLIER COUNTY ❑ LEE COUNTY
Sworn to and Subscribed Before Me, a Notary Public, for the above State and County, on this Day
of , 20
Notary Public
My Commission Expires:
(AFFIX OFFICIAL SEAL)
#16-6566 28
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4U12/2016 16.F.7.
Administrative Services Department
Procurement Services Divisqm
Attachment 5:Vendor Submitta —hnndgradooAffidavb
Solicitation: 16-6566—Media Monitoring
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal
invitations to Bid (ITB's)and Request for Proposals(RFP) submittals. Further, Vendors I Bidders are required to enroll
in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the
vendor's/bidder's proposal. Acceptable �v idenmeconsists ofa copy of the properly completed E-Verify Company
Profile page or a copy of the fully executed E-Veh Memorandum of Understanding for the company. Failure to
Include this Affidavit and acceptable evidemceofenroUmnent|nthaE4/er|fyoroqnam, muvdaerntheVmmdor/
Bidder's proposal as non-responsive.
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien
workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e)of
the Immigration and Nationality Act('INA").
Collier County may consider the by any vendor ofunm�hor�ed aliens avko|aUonof3nuUon274A�) ofthe
INA. 8uchVio|cdionbythanadp1enof' e Empl t Provisions contained in Section 274A(e)of the INA shall be
grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act
andouboequentAmondmant(a)) andogreomtucomplywiththepmvioionmoftheMemorandumofUndenstundinQvithE-
Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the
Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the
Vendor's/Bidder's pouponoi
Company Name Cision US, Inc.
Print Name chris�vUno Title VP,Sales
'-
' /1m2um
signature / [�-� /` ' -- -^ Date �
(_- - ` �
State of Maryland
Prince George's
County of
The foregoing Instrument was signed and acknowledged before me this 18 day of January ,uo10 ,by
inP
ohnonuonu who has produced oL w — —|| -�/�> i8�n0��Vvm
(^—_ (Print Name) (Type of Identification and Number)
/ „~
No.ry Public igna be -^ '-
Notary Public-Marylanci
Share Lovmm
Prince Georges's County
Printed Name of Notary Public My Commission Expires
June02. 20l6_~___~__j
June 2,2016
- -' —~---
Notary Commission Number/Expiration
The signee of this Af dovitDuarentewa, uoevidanoedbytheowmrnmffidav}trequiredherein.thetruthandoouuraoyof
this affidavit to interrogatories hereinafter made.
#16-6566 29
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Caber County
Administrative Services 6epartment
Po-Jr:warted Services Division
Attachment 6:Vendor Substitute W-9
Request for Taxpayer Identification Number and Certification
in accordance with the Internal Revenue Service regulations, Collier County is required to collect the following
information for tax reporting purposes from individuals and companies who do business with the County (including
social security numbers if used by the individual or company for tax reporting purposes). Florida Statute
119.071(6) require that the county notify you in writing of the reason for collecting this |nhonnedinn, which will be
used for no other purpose than herein stated. Please complete all information that applies to your business and
return with your quote or proposal,
1. General Information (provide all information)
Taxpayer Name Cision US Inc.
(as shown on income tax return) '
Business Name
(if different from taxpayer name)
Address 1SOE Randolph St.71Floor City Chicago
State Illinois Zip 60601
Telephone 866-639-5087 FAX 312-240-0350 Email n/a
Order Information Remit!Payment Information
Address 13UE Randolph St.rm Floor Address 130E Randolph St.7mFloor
City Chicago State IL Zip 60601 City Chicago State IL Zip 60601
FAX 312-240-0350 , FAX 312-240-0850
Email Email
2. Company Status(check only one)
Individual I Sole Proprietor & _Corporation -Partnership
Tax Exempt(Federal income tax-exempt entity Limited Liability Company
under Internal Revenue Service guidelines|RC
501 (o)3> C Enter the tax classification
(D Disregarded Entity, C Corp era fion,P=Partnership)
3. Taxpayer Identification Number(for tax reporting purposes only)
Federal Tax Identification Number(TIN) 36'4011543
(VenUomwho dn not have aT|N will bo required 0opm
vWeaao��ueouh�number phmhoan award of the oonkan.)
4. Sign and Date Form
Certification: Vn penalties Yu /oadVy that�x�fovnahonshown on���nnbconeot/umykno�eoge.
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Coer County
Administrative Services Department
Procurement Seocces Division
Attachment 7: Vendor Submittal - Insurance and Bonding Requirements
Insurance/Bond Type Required Limits
1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government
Compensation Statutory Limits and Requirements
2. ® Employer's Liability $100,000 single limit per occurrence
3. ® Commercial General Bodily Injury and Property Damage
Liability(Occurrence Form)
patterned after the current $500,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury
ISO form Liability and Property Damage Liability. This shall include Premises and
Operations; Independent Contractors; Products and Completed Operations
and Contractual Liability.
4. ® Indemnification To the maximum extent permitted by Florida law, the
Contractor/Vendor/Consultant shall indemnify and hold harmless Collier
County, its officers and employees from any and all liabilities, damages,
losses and costs, including, but not limited to, reasonable attorneys'fees and
paralegals'fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Contractor/Vendor/Consultant or anyone
employed or utilized by the Contractor/Vendor/Consultant in the performance
of this Agreement.
4. ❑Automobile Liability $ Each Occurrence; Bodily Injury& Property Damage,
Owned/Non-owned/Hired; Automobile Included
5. ® Other insurance as ❑Watercraft $ Per Occurrence
noted:
❑ United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
$ Per Occurrence
❑ Maritime Coverage (Jones Act)shall be maintained where applicable to
the completion of the work.
$ Per Occurrence
❑Aircraft Liability coverage shall be carried in limits of not less than
$5,000,000 each occurrence if applicable to the completion of the Services
under this Agreement.
$ Per Occurrence
❑ Pollution $ Per Occurrence
® Professional Liability $1,000,000 per claim and in
the aggregate
• $1,000,000 per claim and in the aggregate
• $2,000,000 per claim and in the aggregate
❑ Project Professional Liability $ Per Occurrence
❑ Valuable Papers Insurance $ Per Occurrence
❑ Employee Dishonesty/Crime $ Per Occurrence
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Including Employee Theft, Funds Transfer Fraud, Include a Joint Loss
Payee endorsement naming Collier County.
6. 0 Bid bond Shall be submitted with proposal response in the form of certified funds,
cashiers' check or an irrevocable letter of credit, a cash bond posted with the
County Clerk,or proposal bond in a sum equal to 5% of the cost proposal. All
checks shall be made payable to the Collier County Board of County
Commissioners on a bank or trust company located in the State of Florida and
insured by the Federal Deposit Insurance Corporation.
7. El Performance and For projects in excess of$200,000, bonds shall be submitted with the
Payment Bonds executed contract by Proposers receiving award, and written for 100% of the
Contract award amount,the cost borne by the Proposer receiving an award.
The Performance and Payment Bonds shall be underwritten by a surety
authorized to do business in the State of Florida and otherwise acceptable to
Owner; provided, however, the surety shall be rated as"A- or better as to
general policy holders rating and Class V or higher rating as to financial size
category and the amount required shall not exceed 5% of the reported policy
holders' surplus, all as reported in the most current Best Key Rating Guide,
published byA.M. Best Company, Inc. of 75 Fulton Stvoot, New York, New
York 10038.
8. Z Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to
meet.
provisions.
9. Z Collier County must be named as"ADDITIONAL INSURED"on the Insurance Certificate for Commercial
General Liability where required.
10. El The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County
Commissioners in Collier County, OR Collier County Government, OR Collier County, The Certificates of Insurance
must state the Contract Number, or Project Number, or specific Project description, or must read; For any and all
work performed on behalf of Collier County.
11. Ej Thirty (30) Days Cancellation Notice required.
JVV 12/22/15
Vendor's Insurance Statement
We understand the insurance requirements of these specifications and that the evidence of insurability may be required
within five(5) days of the award of this solicitation.
Name of Firm Cision US Inc. Date
\ \
Vendor Signature _—/
Print Name [� r. � (`__` `^ ` � �
Insurance Agency
Agent Name Telephone Number—
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Coitier Comity
Procurement Services DMsron
Attachment 8:Vendor Questionnaire
Please answer the following questions in reference to the services your company offers.
1. In line 1 of the Vendor Response form, how many emails do you include in the quoted price?
2. In line 2 of the Vendor Response form, how many advanced PR releases are included with the
quoted price?
3. How many users are included with yearly fees?
4. Is North American radio monitoring included with line 4 yearly fees?
5. How many North American television DMA's are included in line 4 yearly fees?
6. How many years experience does your company have in media monitori .�
7. How many years has your company performed media monitoring for government agencies. Please
list the most recent agencies.
8. Are you willing to accept quarterly or monthly billing, with no prepayments?
Please see the responses on the supplemental proposal document
Cision US Inc.
Company -)
� \ �
( `
Signature
\_ °` r � \ �� \ ' »
\ /
Print Name Date
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Power Your Story.
PROPOSAL FOR:
NAPLES, MARCO ISLAND, EVERGLADES
CONVENTION & VISITORS BUREAU
NAPLES
MARC() ISLAND
EVERGLADES
FLORIDA'S PARADISE COAST
DUE 1/19/2016
(PRICING VALID 30 DAYS AFTER SUBMISSION DATE)
C/S1ON CONTACT
Justin Tankersley
Sales Executive
12051 Indian Creek Ct.
Beltsville MD 20705
866-639-5087
Justin.tankerslevcision.corn
cislon corn
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cisioN
EXECUTIVE SUMMARY
Thank you for your interest in Cision. We appreciate the opportunity to develop a partnership with your
team, and serve as your team's long-term partner for its public relations software management needs.
Cision is a leading provider of public relations software that enables professionals to plan, execute and
measure influencer-oriented campaigns in one integrated platform. Communications professionals from
over 120,000 corporations, agencies and nonprofits use Cision to access the world's largest media and
blogger database, distribute press releases, manage influencer outreach, measure social media activities,
and analyze the effectiveness of communications campaigns. Cision combined with Vocus and includes
PRWeb, Help a Reporter Out(HARO), iContact, Gorkana, Viralheat and Visible product families.
Headquartered in the United States, Cision has offices across North America and Europe.
Why has Cision software become so popular? Part of the answer is our award-winning technology. Our
built-for-the-Web software platform delivers exceptional speed, reliability and functionality. The software-
as-a-service model eliminates the need for clients to invest in additional hardware or to involve their IT
departments in the support of our products. Our on-demand software is easy to implement, leading to
rapid adoption and a quick payoff in productivity and savings.Another reason for our success is that
Cision products are scalable so analysis and measurement outputs can be adjusted to meet the growing
needs of our clients.
We deliver our solutions over the Internet using a secure, scalable application and system architecture,
which allows our customers to eliminate expensive up-front hardware and software costs and to quickly
deploy and adopt our software.We were an early pioneer in hosted, multi-tenant, on-demand software.
Our success in meeting the needs of our industry and our customers has earned Cision considerable
recognition throughout the years. Through the culmination of strong partnerships within the industry we
continue to be the leading provider of PR and Marketing software.
Not only does Cision offer the technology and infrastructure to support the Conventions and Visitors
Bureau --now and in the future--but we are also a stable, growing company that you can continue to
confidently partner with over the long term.
Sincerely,
Justin Tankersley
Sales Executive
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CISION
0
CISION
Cision is a leading global media intelligence company, serving the complete workflow of today's
communications, social media and content marketing professionals. Offering the industry's most
comprehensive PR and social software, rich analytics and a Global Insights team, Cision enables clients
to improve their marketing and strengthen data-driven decision making. Cision also represents the
Gorkana Group, PRWeb, Help a Reporter Out(HARO) and iContact brands. Headquartered in Chicago,
Cision has over 100,000 customers worldwide and maintains offices in Canada, U.K., France, Germany,
Portugal, Sweden, Finland and China.
WHY COMPANIES CHOOSE CISION
• Find more publicity opportunities and connect with influencers who can best tell your stories
• Better understand your corporate reputation and the impact of your PR efforts,which gives
1 direction for future communications strategies
a • Expand your network by creating targeted media lists, sourced from Cision's industry leading
database
• Combine traditional and social media coverage with one comprehensive solution, giving you a
complete picture of your brand's reputation and competitive landscape
r
• Cision provides organizations with the tools to easily monitor millions of sources and gives them
analytics to share results
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cisioN,
0
WHY COMPANIES CHOOSE CISION
Cision's services have helped thousands of clients to connect with the right contacts and understand their
impact in the media. See below for comments regarding our services from a handful of our valued clients:
"Once we loaded on co tern into Cision's platform it began [-atria
1
big name welasaes.We immedialely SaW an increase in all of OLE"
metrics Since we started the Ciskfit content marketing program,
1
AllianzED referral traffic to our website has increased by 20 percent'
Daniel Durazo. Director of Communications,
Allianz
,,,\
"Cision's user-friendly interface, top-notch customer service and up-to- 1
date media contact information is the reason why it's been ,
bookmarked on my toolbar(next to Ti;e hew York Times)since I
4
./._:.._:.. Lopoup
'I started my PR career back in 2005. Cision is the PR Bible and an
invaluable co-worker;n the ever-changing media landscape."
Dave Blodgett, Senior Account Manager,
HL Group
P "0
"Cision won our hearts decisively, with excellent social media
''• • • . • •••'• access, traditional media. the ability to weight stories pro/con/neutral
OBJECT
ourselves rather than using their eighting system. pubs go down to i
!;..i.... ! 0 9
community paper level; and the interface is very intuitive."
;:!,.. •••! i
,..„..,:.... . .. . ,,. .". .. . . . .., .. '
Margaret Lisi, VP, Communications
Object 9
i
"l am extremely pleased with CiSi017'S online media database and
monitoring. I selected Cision after carefully considering all options I
because Cision offered the best quality products and services
AMETEK® that fit my needs exactly."
Jim McKinley, Public Relations Manager ,.
Ametek !
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CISION
RESPONSE TO SCOPE OF WORK
Below are the specifications outlined in the RFP provided by CVB and our responses
detailing how this package will successfully address these points:
Easy to navigate media monitoring system offering coverage of North American media that
includes integration with a North American media and social influencer database. Seeking
system that includes monitoring of print media, online media, broadcast media and social media
as well as a media database for creation of targeted media and social influencer lists, with fast
access to specific journalists including editorial suggestions and opportunities and a minimum of
2,500 emails.
Cision reads and scans tens of thousands of national, regional, and local newspapers, consumer
magazines, business, trade journals, newsletters, and more for mentions of your company,products,
brands, or competitors.All key terms can be customized to user's preferences based on your monitoring
needs. Cision streams more than 25,000 hours of broadcast content daily,from all 210 DMAs in the
United States.
The system monitors all forms of social media, including more than 150 million blogs, social networking
sites,forums, opinion sites and more,from a single dashboard. In addition to blogs and forums, users
have access to monitor public tweets within Twitter.At Cision, we constantly strive to be able to give you
the most access to media monitoring, regardless of the medium, and will continue to partner with best of
breed organizations so you can have superlative content under one roof to serve all your monitoring
needs.
From your key publicity that you are generating, clients can seamlessly build an influencer list to target
those currently engaging and talking about their brand. Everything within our Cision PR Edition platform
communicates and speaks to each other so users can go from media mention to list building with a click
of a button for ease of use. Furthermore, our monitoring streams functionality lets users build a
monitoring stream on their key influencers to see what they are talking about currently on Twitter and
what's front of mind so they can engage and target their outreach at the most pivotal times.
The Cision Premium Media Database is the most comprehensive media database in the industry. We
have moved beyond traditional journalist contacts to allow you to manage your entire world of
influencers in one place found using Cision's Influencer Search. Each contact's premium profile includes
relevant contact information, ongoing stream of social activity, and professional history along with detail
on their specific beats they report on. Influencers can be grouped into customized media lists and saved
in the platform for continue referral. We also provide suggestions for similar contacts you may be
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interested when viewing an Influencer's Premium Profile. The package includes 50,000 distribution points
allowing users to have the ability to reach the breadth of our large database with their tailored releases.
Full integration of media contacts with media and social media monitoring to track and report
outreach efforts.
We provide you with rich profiles comprised of media contacts, media outlets, bloggers, analysts, and
publicity opportunities such as editorial calendars, awards, conferences and tradeshows. Easily filter
niche media by geographic location whether it be for local markets, on a national scale or global.
The profiles provided by the Cision Media Research Team go beyond contact information and beat codes.
You will be able to gain a 360 degree view of each media contact, blogger or publication from a single
profile, including:
• Easily add an influencer to a media list with a simple click of a button to seamlessly manage your
influencer lists.
• Follow, reply, retweet,favorite and direct message with media contacts directly from their
profile and share tweets with your Twitter community.
• Get detailed intel around likes, dislikes and pitching advice for individual influencers to be more
successful in your outreach and ensure you are targeting the right media.
• Our history tab within a profile is designed like a relationship management tool to help teams
interact and organize their PR efforts. Use the history tab to keep track of recent interactions
with the influencer. Your conversations via Twitter with influencers will be tracked in a history
log within the profile so that you can keep track of outreach and engagement.
• You might also like sections will provide you suggestions on additional influencers you may be
interested in based on the beat and topic you are targeting.
Cision PR Edition makes it easy to track and report on not only activity engagement and outreach with
influencers but how your performed in the media and the publicity you garnered. We make it easy to get
an all-encompassing look at your PR efforts and success based on metrics critical to your business.
Advanced search options using multiple keywords and the ability to eliminate certain coverage
not relevant to the CVB.
Cision PR Edition allows you to monitor for unlimited keywords and articles without per clip fees, monthly
access charges or limits to keywords, agents and search terms with the exception of Social Media. Social
Media does have an annual limit for the number of articles which is outlined in the pricing section of this
document. The Boolean search style allows for chosen words or phrases to be identified and excluded
from the search to block them from entering your account. Users also have hands on access to the results
in the platform with the ability to select any coverage in their account and delete it from their view or
completely. We encourage clients to work with our news consultants on an ongoing basis to ensure we
have the most refined search strings set up so only the most relevant news comes in. Whether you are
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looking to hone in on the most niche influencers in our database or combing through your media
coverage, we offer a variety of search filters to let you refine your coverage and focus attention and take
a deeper look into segments of news coverage based on your preferences.
Ability for the system to recommend digital influencers, bloggers and journalist's accounts to
pitch specific stories and to follow on social media including Twitter and Facebook based on the
CVB's key messages.
Coupled with Cision's highest quality and most comprehensive media database, our influencer
Search discovers top influencers engaged in niche conversations using state-of-the-art real-time
listening and engagement capabilities.
• Drive broader awareness of your brand's media activities, campaigns, products and services
• Develop valuable partnerships and alliances to reach new audiences
• Discover and engage with trendsetters in your industry to expand influencer relationships
• Direct future product and media marketing efforts based on the latest trends
Cision also offers the use of Media List streams in our monitoring services. This stream allows businesses
to pull any saved contact or outlet list into Streams,providing real-time insights on what contacts are
writing about and who they interact with on Twitter. A Contact Stream will pull all available media
contacts'Twitter handles into a Stream and an Outlet Stream will pull in all available Twitter handles of
contacts associated with those outlets. Hover over the name of your Stream to access keyword and
Trending Topic based filters. Engage with media contacts directly via Reply, Retweet, Favorite, and
Direct Message. Share with and send original Tweets to your own Twitter audience. This new
monitoring engagement tool will help users build deeper relationships with the media and expand their
social networks. Based on beats and topics that you are focusing on, we will recommend like-minded
influencers for our clients to help bolster media relations and strengthen their media lists.
Media monitoring and social media dashboards tailored to individual users to manage workflow
and access to report creation.
We make it easy for you to dive even deeper into your mentions to further understand reach surrounding
your publicity. Whether it's circulation metrics with print, UVPM for online mentions, Nielson Audience
and Arbitron Rating for broadcast and following/follower insights with social media you will be able to
see actionable insights with key meta data surrounding your coverage and further break it down in a
rolling dashboard so users have an all-encompassing view of their data and success in real time.
Cision's user facing dashboards are designed for ease of use and are customizable for users to change
the layout of their accounts in order to focus the view on what users want to see and have quick access
to, such as certain media events, influencer groups etc. These customizable dashboards are designed to
maximize functionality of the services.
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CISION
Ability to easily share media coverage content with tourism partners/clients (non-public)
mentioned in stories we generate.
You can create reports to best showcase overall success of PR efforts, a Birdseye report to help you
display activity and progress around a key project, an activity summary report to understand how your
team's progress has been with media outreach and many, many more. Clients can even create custom
reports to show segments of data based on their relevancy. Reports can be included in a variety of reach
figures including circulation for print articles and UVPM for online articles. These can then be shared with
partners or clients as frequently as desired.
Daily Alert/press reports (word or pdf)
Cision's platform includes the ability to create a daily email report. The daily report can include content
from radio, broadcast, online new articles mediums, etc., and be sent to a list of recipients of the user's
choosing. Alerts can be customized by user, date, news source, DMA and more, and can be sent multiple
times a day as needed. Reports can be output in Word, Excel and PDF while data can be exported via
Excel, RSS and XML.
Unlimited storage of clips and reports.
Our team provides 90 days of historical content for your keywords/topics of interest, which is the length
of the standard archive.A two year rolling archive is available upon request at an additional cost, which
allows you to view,store and use historical data pertaining to your company in the analysis of your
campaigns and impact in the media. Please note that the two year archive is applicable to online and
broadcast media mentions only,please reach out to your sales representative if you wish to include this
service in your package. There are 5,000MB of storage with this package, to add more please reach out
to your sales representative
Flat fee structure with no maximum or minimum number of story clips per month.
The price quoted to you and signed off on in the contract with Cision is what you will pay with no hidden
costs later down the line. If additional services are added at the request of the user then the customer
will be invoiced respectively. Cision PR Edition allows you to monitor for unlimited keywords and articles
without per clip fees, monthly access charges or limits to keywords, agents and search terms with the
exception of Social Media. Social Media does have an annual limit for the number of articles which is
outlined in the pricing section of this document at a maximum of 120,000 clips.
Multiple user access (2 minimum) with option to add additional users
Customized features on the dashboard can be accessed or changed at any time. Changes are saved to
the default next time the user logs in to their account. The platform includes the capability to support 2
logins(with access for several users per seat)to meet the requirements of your needs. If you would like
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to add more users please contact your sales representative who will advise you on the price and the steps
of the easy process. Cision PR Edition can be used on any web enabled device as it is a cloud based
system, therefore the platform can be accessed by a mobile phone. Due to the busy lifestyles of our
clients, Cision PR Edition has developed a new lOS app that can be downloaded now to allow users to
access a stream of their most important news coverage, with easy to use options to share news with
internal stakeholders or social followers.
Ability to pre-set coverage categories for tracking of campaigns and projects for up to 10 at a
time. Explain cost structure to achieve project tracking
Users have the option of using Boolean search terms or a built-in guided search tool that makes it very
easy for those unfamiliar with Boolean to create effective queries. There is no limit to the complexity or
length of queries and we allow unlimited searches that can be stored in a customizable folder system.
Queries and any applicable filters are easily viewed from many places within the platform.A dedicated
News Consultant will be assigned to your account to assist you with setting up an complex Boolean
search strings to ensure you are receiving the most relevant and accurate results.
Within your monitoring coverage, we make it easy to categorize your coverage to enable you to
breakdown key metrics around themes,products, competitors, etc. A news consultant can assist with
the set-up of these categories and then the system automates it moving forward for a more simplified
process for our clients.
Cision PR Edition's is a collaborative tool that makes it easy for teams to understand individual and
department impact around specific events or campaigns. The activity functionality serves as a CRM tool
for your department to understand specific media outreach conducted over a given period time.
Furthermore, create projects within the system to measure all the traction for an individual campaign
and get an all-encompassing look into the activities surrounding media outreach, distribution and media
attention garnered from this event. Clients can then report of their activities or projects to garner and
all-encompassing look into the impact and success generated by a project.
Ability to do back searches for previous months or years. Explain policy and length of time
allowed.
Cision's platform allows the user to archive meta data(title, date, impressions, and outlet)of news
segments to be included in yearly, quarterly and monthly reports. Please note that full text for any
LexisNexis print articles will purge after 90 days based on publisher agreements. For online content,
Cision will provide you a link to easily view any article in which your keywords are mentioned and for
broadcast content we will provide the closed caption text for broadcast and streaming previews which
are available for 28 days with the additional option to archive the clip for an additional fee.All meta data
for all media types will remain for analytics and reporting as your storage limit allows. Additional storage
may be purchased at any time.
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C1SION
BID REQUIREMENTS
A qualified/responsive bidder will comply with the following:
Offer quarterly or monthly billing; no pre-payments, one-time payments or upfront payments to
initiate services
Please see your sales representative for billing details specific to your contract.
Be a media monitoring service company with greater than 3 years' experience in providing
these services.
Cision started as the advertising department of Svenska Telegrambyran—a company providing press
clipping services in Sweden—in 1892. Since then we've added media database and distribution services,
comprehensive monitoring and social listening, content marketing solutions, media analysis, and
government relations software to our product offerings. Over the years we've operated under different
names such as Observer, Romeike, Bacon's and Bowdens.
In 2007, we rebranded as Cision. In 2014, we combined with Vocus and added Gorkana Group, Visible
Technologies, PRWeb, Help a Reporter Out(HARD)and iContact to our family of brands. Today, with
more than 100,000 customers and offices in nine countries, Cision is the leading provider of public
relations and social software.
Experience working with state or local Government agencies for more than 3 years.
As a private company we cannot release any specific information about our clients but we can confirm
that we have worked with a large number of government agencies for many years and continue to
provide custom services to many similar companies.
Provide credible advertising equivalency as part of the monitoring and analytics to measure
value of earned media coverage.
In Cision's PR Edition, users can create,save, and share charts, graphs, and maps directly within Cision's
media monitoring software to show ROI. At Cision, we provide our clients with Ad Value to help
monetize their PR efforts. Assess your media coverage at a glance with metrics such as reach, media
mix, tonality,frequency, ad value and more. The platform allows users to assign tone manually, and hits
include information such as views, subscribers, circulation, distribution, and impressions. Cision's
analytics uses the most reliable metrics to quantify the reach of your media coverage and PR campaigns.
With Cision's targeted analytics and daily, monthly, and quarterly reporting, you get a measurement
program that benchmarks against competitors, accounts for brand reputation and provides actionable
intelligence for your coverage, not just clips.
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CISION
0
VENDOR QUESTIONNAIRE
1. In line 1 of the Vendor Response form, how many emails do you include in the quoted
price?
There are 50,000 emails included in the package proposed.
2. In line 2 of the Vendor Response form, how many advanced PR releases are included
with the quoted price?
There are 3 advanced PR released in the package proposed. Please speak to your sales representative if
you wish to increase the amount of releases.
3. How many users are included with yearly fees?
There are 2 concurrent users included in the package proposed. Please contact your sales representative if
this number needs to be amended.
4. Is North American radio monitoring included with line 4 yearly fees?
Radio content is included with the broadcast services provided in this package.
5. How many North American television DMA's are included in line 4 yearly fees?
Cision streams more than 25,000 hours of broadcast content daily,from all 210 DMAs in the United States.
6. How many years' experience does your company have in media monitoring?
Cision has over 100 years'experience in the industry.Starting by providing companies with press clippings
in Sweden in 1892 to now where we have grown to be an industry leader in media monitoring and
database services.
7. How many years has your company performed media monitoring for government
agencies. Please list the most recent agencies.
As a private company we do not release any client information, but we can ensure that we have been
satisfying the monitoring and database needs of many government agencies for many years. if you require
references of a curated list of government clients please see your sales representative.
8. Are you willing to accept quarterly or monthly billing, with no prepayments?
Cision provides flexibility to our clients based on payment needs and will work with you to come up with
the best solution for both you and Cision. Please see the pricing page of this document for further details.
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THE RECOMMENDATION - CISION PREMIUM PACKAGE
The Premium Package includes access for 2 concurrent users, the ability to create and customize user-
defined fields, and up to 5,000MB of storage. Additional users, emails and storage can be added on to
your package.
Cision Media Database: North America
Access to our North American media contacts, outlets and editorial opportunities for one concurrent user.
Includes 50,000 emails which expire at the end of the contract period. Provides premium pitching tips
including preferred contact methods, topics of interest, and biographical information. Includes activity and
project tracking and analytics to enable you to manage all aspects of your media campaigns.
3 MILLION 1
UPDATES ANNUALLY4 _„
1.6i IVIILLION
OUTLETS,INFLUENCERS,
&OPPORTUNITIES n • 3508+GLCBAL au LeTS • 85O +
News OnDemand: Online & LexisNexis Print Monitoring North America
Coverage of nearly 10,000 North American print sources of newspapers,
magazines, trade/business journals and newsletters from the LexisNexis library as MONITOR
well as tens of thousands of North American news websites. The package (vlr" PI(_S
includes unlimited hits and search terms.
Cision and LexisNexis formed a strategic alliance to give you a competitive edge
with access to news content of print sources such as newspapers, magazines,
trade/business journals, and newsletters. This content gives you access to an
extensive archive of LexisNexis content to monitor and analyze the news SCAN
that matters most to you Easily search the LexisNexis news database BRAND
and quickly understand what's being said about your organization, brands, and MENTIONS
competitors on virtually any topic across the globe.
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CISION
.
0
Broadcast Monitoring: US
Monitor the closed-caption text from national and cable news television programs as well as local
coverage in US markets. Receive video streams of your coverage with tools to easily edit and share
coverage.
Watch your coverage spread as it happens with broadcast media monitoring—and see why broadcast
has a greater impact on public opinion than any other media. Cision streams more than 25,000 hours of
broadcast content daily. Powered by critical mention, coverage is delivered directly to your platform. Use
our self-service tools to manage your broadcast items—fully integrated with your other media monitoring
coverage. Edit your preview video to increase or reduce segment length. Understand your impact
Easily comprehend coverage with detailed audience analyses, including audience figures and publicity
value data that can be delivered via email. Go further and create reports to highlight coverage, reach and
perception of your brand.
Social Media Monitoring
Monitor millions of blogs, social media sites and Twitter. Package upgraded to receive up to 120,000
results per year.
Learn who is talking about your brand and transform one-sided mentions into conversations and
relationships. With one click,find quality content you can share with your audience via multiple social
networks. Monitor all forms of social media—including more than 150 million blogs, social networking
sites, forums, opinion sites and more—from a single dashboard. Rank top tweeters and bloggers by their
number of followers, retweets, blog comments and activity volume. With the proposed package, you will
be able to receive 120,000 hits per year. Higher volumes are available for an additional fee.
Identify the social conversations and influencers that r CISION ,
impact your brand. .. ,,:,, ..... .. . . .,... . ....:
• Turn mentions into relationships by monitoring , ,:
and engaging with authors of 150 million digital
platforms.
•
Demonstrae ROI for viral elements of your stories
with publicity values for each post.
• Gauge sentiment and use integrated charts to
show the impact of brand mentions across media.
Standard Analytics
Charting and analytics that allow you to analyze news based on custom categories including company,
message, product, spokespeople or brand. Includes impact and prominence scoring of articles.
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ATTACHMENTS
Certificate of Authority to Conduct Business in the State of Florida (Florida Statute
607.1501)
Attached is Cision's most recent Florida Profit Corporation Annual Report. If any further information is
required please contact your sales representative.
Please see the requested supplemental form titled `Exceptions to Specifications' for
further details.
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ANNUAL PRICING SCHEDULE - CISION PREMIUM PACKAGE
Two concurrent users with access to:
• Premium Media Database—North America(up to 5,000 Emails)
• News OnDemand: Online&LexisNexis Print Monitoring North America
• Email campaign tracking
• Broadcast Monitoring(Unlimited Streaming)
• Social Media Monitoring(up to 120,000 hits)
• Influencer Searching
• Standard Analytics
• Advanced PRWeb Releases(3 Pack)
List Price $8,775
Additional User $1,050
Digital Copyright Fees $600
Payment Scheduling Fee +10%
PACKAGE TOTAL $11,467.50
a IONAL DD NIS
Global Data International Media Data $2,400
2 Year Archive $2,500
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a
MASTER SUBSCRIPTION AGREEMENT
The attached Cision subscription agreement terms and conditions shall be included as part of a
final contract. Cision reserves the right to terminate or revoke its bid if these terms and conditions
are not agreed upon in a final contract. Cision's response to the RFP shall not be incorporated as
contractual obligations.
Customer Name:
Customer
Address:
This Master Subscription Agreement ("MSA") is between Cision US Inc., a Delaware corporation with its
principal place of business at 130 E. Randolph Street, 7th Floor, Chicago, IL 60601 ("Company") and the
customer named above (each a "Party" and collectively referred to as the "Parties"). This MSA governs
the use of certain services provided by Company to Customer as detailed in any Order Form or
Statement of Work ("SOW") referencing this MSA. This MSA, any appendices, and any applicable Order
Forms or SOWs are collectively referred to as the "Agreement." This MSA is effective upon the date of
Customer's signature indicated below("MSA Effective Date").
The Parties agree as follows:
1. DEFINITIONS
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control
with the subject entity. "Control"means direct or indirect ownership or control of more than 50%of the voting
interests of the subject entity.
"Agreement" means this Master Subscription Agreement and any exhibits, schedules and addenda
hereto.
"Company Covered Parties" means Company and its directors, agents, officers, employees,
representatives, successors, assigns or Affiliates.
"Company Data" means proprietary information gathered or created by Company and provided to
Customer as part of the Services, excluding Third-Party Content.
"Company Technology" means the tools, databases, APIs, and software that make up Company's
on-demand relationship management platform, including any software or technology created by
Company's Affiliates.
"Content" means Company Data and Third-Party Content.
"Customer" means the customer named above.
"Customer Data" means electronic data and information submitted by or for Customer to the Services or
collected and processed by or for Customer using the Services,excluding Content.
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"Documentation" means Company's online user guides, documentation, and help and training materials, as
updated from time to time,accessible via the Services.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example,
viruses,worms,time bombs and Trojan horses.
"Order Form" means an ordering document specifying the Services to be provided hereunder that is entered
into between Customer and Company or any of its Affiliates (by entering into an Order Form hereunder, an
Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto),including any
addenda and supplements thereto."Order Forms"shall include SOWs.
"Service(s)" means the on-demand relationship management software (including the Company
Technology)and services that are subscribed to by Customer under an Order Form and or SOW and
made available online by Company or any of its Affiliates. "Services" exclude Content.
"Third-Party Content" means information obtained by Company from its content licensors or publicly
available sources and provided to Customer pursuant to an Order Form, as more fully described in
the Documentation.
"User"means an individual who is authorized by Customer to use Services, for whom Customer has subscribed
to the Services,and to whom Customer or Company has supplied a user identification and password.Users may
include,for example,Customer's employees,consultants,contractors and agents.
2. SERVICES,SOFTWARE AND CONTENT
2.1 Subscription.
(A) Subject to the terms and conditions of the Agreement, Customer hereby subscribes to the Services made
available by Company and/or its Affiliates. Company grants Customer a non-exclusive, revocable, non-
transferable(other than as set forth in this Agreement),non-sublicensable right to allow Users to access and
use the Services and Content for Customer's own internal business purposes in accordance with the terms
and conditions in this Agreement. Customer is not authorized to access or use any Services, other than as
expressly set forth in writing under this Agreement. Customer is prohibited from allowing any person other
than a User ("Non-Authorized User") to access and use the Services in whole or in part unless Customer
has been granted the ability to provide unauthenticated, linked access to the Content to an individual
("Linking User"). Customer is responsible for all Users, Non-Authorized Users, and Linking Users
(collectively referred to herein as"Users")who access and use the Services and Company Technology.
(B) Customer shall not (1) license, sublicense, sell, resell, rent, transfer, assign, or otherwise commercially
exploit or make the Services or any Content available to,or use the Services or any Content for the benefit
of any third party (including in a service bureau or outsourcing offering); or (2) access the Services or
Content in order to (a) build a competitive product or service, (b) build a product using similar ideas,
features, functions or graphics of the Services, or(c) copy any ideas, features, functions or graphics of the
Services. Company reserves the right to alter, delete, or replace Content or alter the functionality of
Software. If Customer is an advertising or public relations agency, Customer may use the Services on
behalf of a client,only in accordance with this Agreement.
(C) Customer is responsible for meeting the then-current hardware, operating system, browser and other
technical requirements necessary to properly use and access the Services.
2.2 Use of Services and Content
(A) Services and Content are subject to usage limits, including, for example, the quantities specified in Order
Forms. Unless otherwise specified,(1)a user quantity in an Order Form refers to Users,and the Services or
Content may not be accessed by more than that number of Users concurrently; (2) a User's password may
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a
not be shared with any other individual; and(3)a User identification may be reassigned to a new individual
replacing one who no longer requires ongoing use of the Services or Content.
(B) Customer will (1) be responsible for Users' compliance with this Agreement; (2) be responsible for the
accuracy, quality and legality of Customer Data and the means by which Customer acquired Customer
Data; (3) use commercially reasonable efforts to prevent unauthorized access to Company Technology or
use of Services and Content, and notify Company promptly of any unauthorized access or use; and(4)use
Services and Content only in accordance with the Documentation and applicable laws and government
regulations.
(C) Customer is responsible for all actions taken via Customer's account, including protecting the
confidentiality of Customer's passwords and user IDs, and maintaining timely contact information for such
account.
(D) Subject to the terms of this Agreement, analytic reports delivered to Customer in connection with the
Services or available to Customer within the Services (collectively "Reports"), as well as all data
contained in such Reports, other than any Third-Party Content, may be used, copied, and disseminated by
Customer.
2.3 Restrictions.Customer shall not: (1)use the Services to upload,store or transmit infringing,libelous,
abusive,inflammatory,fraudulent,obscene,pornographic,indecent,lewd,suggestive,harassing,threatening,
or otherwise unlawful or tortious material,or to upload,store or transmit material in violation of third-party
privacy or publicity rights;(2)use the Services to store or transmit Malicious Code;(3)interfere with or
disrupt the integrity or performance of any Company Technology or Content contained therein;(4)attempt to
gain unauthorized access to any Company Technology, Services or Content or its related systems or
networks;(5)permit direct or indirect access to or use of any Services in a way that circumvents a contractual
usage limit;(6)copy Content except as permitted herein or in an Order Form or the Documentation;(7)frame
or mirror any part of any Services or Content,other than framing on Customer's own intranets or otherwise
for its own internal business purposes or as permitted in the Documentation;(8)use commenting or
messaging functionality,functionality that allows posting or transmitting content to outward facing,social or
public platforms available via the Services to post content that violates any terms or conditions,policies, or
guidelines of any social media platform or other platform or service to which it is posted;or(9)use the
Services to transmit bulk unsolicited commercial communications.
2.4 Removal of Content. If Company is required by a third party to remove Content, or receives information that
Content provided to Customer may violate applicable law or third-party rights, Company may notify Customer
and in such event Customer will promptly remove such Content from its systems. If Customer does not take
required action in accordance with the above,Company may remove the applicable Content.
2.5 Additional Terms.Additional terms applicable to specific Services are set forth in Exhibit A.
3. RIGHTS AND LICENSES
3.1 Reservation of Rights. No license or other rights in the Company Technology or any Content, exclusive of
Customer Data, are granted to Customer hereunder, and all rights not expressly granted to Customer herein are
expressly reserved to Company or its licensors, as applicable. Customer agrees not to modify, create derivative
works of, translate, reverse engineer decompile, disassemble the Company Technology or the Services or
otherwise recreate or gain access to the source code.
3.2 Customer Data. Customer represents that it has valid title or license to all Customer Data, and it has all rights
necessary to grant Company the rights set forth in this Agreement. Customer hereby represents and warrants
that Customer Data will not contain any content that is obscene, libelous, slanderous or otherwise defamatory,
false or misleading or that violates any copyright, right of privacy or publicity or other right of any person or
party. Customer grants Company and its Affiliates a worldwide, non-exclusive,royalty-free license to use,host,
copy, distribute, perform, transmit, display and prepare derivative works of the Customer Data solely for the
purpose of providing the Services. Subject to the limited licenses granted herein, Company acquires no right,
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cisioN.
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title or interest from Customer or its licensors under this Agreement in or to any Customer Data. Company
reserves the right to remove Customer Data containing any information that Company determines in its sole
discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise
objectionable or that violate any party's intellectual property or this Agreement.
3.3 Company Affiliates and Third Parties. Company may share Customer Data with its Affiliates or third parties
that work on Company's behalf or provide services to Company in relation to Company's provision of the
Services to Customer, including but not limited to necessary hardware, software, networking, storage, and
technologies required to run the Services. Customer hereby consents to such use of Customer Data by Affiliates
and third parties. Customer acknowledges and agrees that Customer Data may be transferred to, stored in,
oraccessed from outside the United States solely in order to provide the Services or for Company to fulfill its
obligations under this Agreement. Company shall, in providing the Services, comply with its privacy policy
available at www.cision.com,or such other Web site address made publically available.
3.4 Customer Feedback. Customer grants to Company and its Affiliates a worldwide, perpetual, irrevocable,
royalty-free license to use and incorporate into the Services any suggestion, enhancement request,
recommendation,correction or other feedback provided by Customer or Users relating to the Services.
3.5 Third Party Products and Services. From time to time, certain third parties may offer products and services
related to the Services. Any subsequent business relationship, exchange of data or other interaction between
Customer and such third party, and/or any purchase, download or use by Customer of any product or service
offered by such third party,is solely between Customer and such third party,and may require Customer to agree
to a third party's terms and conditions.Regardless of any recommendation by Company or use of such third
party products or services, Company does not make any representations, warranties or guarantees with respect
to any such third parties or any of their products or services. Further, Company cannot guarantee that use of
such third party products or services will always be provided during the Term. While Company may rely on
data or information provided or generated by such third party products and services in the course of providing
the Services, Customer hereby acknowledges that Company specifically does not warrant the accuracy,
reliability or completeness of any such data and information; and agrees that Company shall not be liable for
any acts or omissions based on its reliance thereon. Accordingly, Customer hereby releases and holds harmless
Company from and against any and all claims, losses, liability, damages, expenses, costs (including, but not
limited to,reasonable attorneys' fees)and/or actions arising therefrom.
4. HOSTING/AVAILABILITY,STORAGE AND SUPPORT
4.1 Hosting/Availability.Company shall host and maintain the Service on its servers.The Service will maintain an
average availability of no less than 99.5%, as measured on a monthly basis, excluding downtime caused by(1)
scheduled maintenance performed between the hours of 12:00 AM and 6:00 AM Eastern time; (2) emergency
maintenance; and (3) Force Majeure (as defined herein). Access to the Services may be available during
scheduled maintenance periods,but performance may be slower than normal.
4.2 Storage. Company shall provide hosted data storage capacity to Customer dependent upon the Services.
Customer may purchase additional storage space at any time at Company's then-current price. Company shall
keep offsite back-ups of Customer's data. Restoration of Customer's data due to the fault of Customer will be at
Customer's expense and if due to the fault of Company,at Company's expense.
4.3 Customer Data Deletion. During the Term, Customer may export or download Customer Data as provided in
the Documentation. After termination or expiration of this Agreement, Company will have no obligation to
maintain or provide any Customer Data or other Content to Customer, and will thereafter delete or destroy all
copies of Customer Data in its systems or otherwise in its possession or control as provided in the
Documentation or as Company routinely does such deletions and destructions in the ordinary course of its
business,unless legally prohibited from doing so.
4.4 Support. During the term of this Agreement, Company shall provide technical support to Users to assist
Customer with troubleshooting,error correction and use of the Service via a telephone help line or email during
the hours of 8:00 AM through 8:00 PM Eastern time,Monday through Friday(unless otherwise set forth on an
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Order Form) except for Company's regular business holidays. Customer will have unlimited access to
Company's online product support center.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees set forth in an Order Form or as set forth in this Agreement. Except as
otherwise specified in this Agreement or in an Order Form (1) fees are based on Services and Content
subscribed to and not actual usage; and (2) except as set forth in Section 10.6, payment obligations are non-
cancelable and fees paid are non-refundable. All payments will be made in U.S. dollars unless otherwise agreed
to by the Parties. Subscriber shall pay the fees set forth on an Order Form in accordance with the payment terms
set forth on an Order Form or upon signing of the Order Form if no such terms are contained on an Order Form.
5.2 Invoicing and Payment.Fees will be invoiced in advance and otherwise in accordance with the relevant Order
Form. Unless otherwise stated in the Order Form, fees are due net thirty (30) days from the invoice date.
Customer is responsible for providing complete and accurate billing and contact information to Company and
notifying Company of any changes to such information.
5.3 Credit Card Payments. By providing a credit card to Company, Customer is granting permission to Company
to charge all subscription fees, including monthly, annual or other renewals to the credit card. Customer may
withdraw its consent to installment charges or recurring charges (if any) at any time by providing Company
with at least thirty (30) days advance written notice, and making alternative arrangements for payment to be
made no later than the same respective charge dates. Customer represents that it is the card holder of any credit
card that it provides to Company for payment(s),and Customer is authorized to provide this authorization.
5.4 Late Charges.Any payment not received from Customer by the due date may accrue late charges at the rate of
1.5%of the outstanding balance per month,or at the maximum rate permitted by law,whichever is lower,from
the date such payment was due until the date paid.
5.5 Payment Disputes.If Customer,in good faith,reasonably disputes any invoiced amounts,it may withhold such
disputed amounts, provided that Customer (1) timely pays the undisputed portion of the invoice; and (2)
provides Company with prompt written notice of the dispute and commences discussion with Company to
promptly resolve the dispute. Company will not exercise its rights under Section 10.5 if Customer is disputing
the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
5.6 Taxes and Travel Expenses.Prices set forth on the Order Form do not include taxes or travel expenses. Unless
collected and remitted by Company(as indicated on the invoice presented to Customer by Company),Customer
is responsible for payment of all taxes due to a governmental authority, if any, except for taxes imposed on
Company's net income. Customer shall provide to Company any certificate of exemption or similar document
required to exempt any transaction under this Agreement from sales tax or other tax liability. Invoices will
reflect any travel expense amounts charged to Customer.
5.7 Future Functionality. Customer agrees that its purchases are not contingent on the delivery of any future
functionality, or dependent on any oral or written public comments made by Company regarding future
functionality.
6. CONFIDENTIALITY AND SECURITY
6.1 Confidential Information.
(A) "Confidential Information"means all information disclosed by a party("Disclosing Party")to the other
party("Receiving Party"),whether orally or in writing,that is designated as confidential or proprietary, or
that reasonably should be understood to be confidential or proprietary given the nature of the information
and the circumstances of disclosures,including but not limited to business and marketing plans,technology
and technical information, product plans and designs, and business processes. Confidential Information of
Customer includes Customer Data. Confidential Information of Company includes the Company Data,
Company Technology, Documentation and the terms and conditions of this Agreement (including pricing).
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Confidential Information will remain the property of the Disclosing Party. The Receiving Party will use the
same degree of care that it uses to protect the confidentiality of its own confidential information of like
kind (but not less than reasonable care). The Receiving Party agrees: (1) to hold the Confidential
Information in strict confidence; (2) to limit disclosure of the Confidential Information to the Receiving
Party's own employees,agents affiliates, or authorized consultants or vendors who have a need to know the
Confidential Information for the purposes of this Agreement; (3) not to disclose any Confidential
Information to any third party; (4)to use the Confidential Information solely in accordance with the terms
of this Agreement in order to carry out its obligations or exercise its rights under this Agreement;and(5)to
notify the Disclosing Party promptly of any unauthorized use or disclosure of the Confidential Information
and to cooperate with the Disclosing Party in every reasonable way to cease such unauthorized use or
disclosure.
(B) The obligations in Section 6.10 will not apply to information that the Receiving Party can demonstrate: (1)
at the time of disclosure is generally available to the public or after disclosure becomes generally available
to the public through no breach of agreement or other wrongful act by the Receiving Party; and (2) is
independently developed by the Receiving Party without regard to the Confidential Information of the other
Party.
(C) The Parties agree that any breach of this Section 6.1 may cause the Disclosing Party substantial and
irreparable damages;therefore, if the Receiving Party discloses or uses(or threatens to disclose or use)any
Confidential Information of the Disclosing Party in breach of this Section 6.1, the Disclosing Party shall
have the right,in addition to any other remedies available to it,to seek injunctive and equitable relief.
6.2 Security. Access to the Service is password-controlled. Customer is responsible for maintaining the security of
user passwords and will instruct its Users as to the importance of maintaining the confidentiality of passwords
and/or user identifications. Customer acknowledges that the security of its systems may be compromised if
Users do not follow applicable security policies and procedures and take other appropriate steps to maintain the
security of the Service, including, without limitation, maintaining the confidentiality of user identifications and
passwords, frequent changing of passwords and maintaining appropriate internal controls to monitor access to
and use of the Service. If Customer becomes aware of the unauthorized use of a password or other security
breach,Customer will promptly notify Company in writing.
6.3 Compliance with Law/Order. Company reserves the right to use or disclose information, including Customer
Data or Customer's Confidential Information if required by law or if Company reasonably believes that use or
disclosure is necessary to protect Company's rights and/or to comply with a judicial proceeding, court order, or
legal process.
7. REPRESENTATIONS AND WARRANTIES
7.1 Authorization. Each Party represents and warrants that the undersigned individual has full authority to (1)
execute this Agreement on behalf of his/her respective Party; and (2) bind his/her respective Party to this
Agreement.
7.2 Warranties. Company warrants that the Service will: (1) perform substantially in accordance with the
applicable Documentation; and (2)be available to Customer in accordance with the service level standards set
forth in Section 4.1.
7.3 Customer's Systems. Customer is solely responsible for its own computer networks, systems, hardware, and
software, including the storage, security, and preservation of its own data. Storage and use of any downloaded
Content is solely at Customer's own risk.
7.4 Disclaimers.
(A) THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW,IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE (INCLUDING
NON-INFRINGEMENT), AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
COMPANY MAKES NO WARRANTY THAT THE SOFTWARE OR ITS USE WILL BE
UNINTERRUPTED OR ERROR-FREE.
(B) COMPANY DOES NOT MAINTAIN OR CONTROL THIRD-PARTY CONTENT OR THE
CONTENT OF OTHER WEBSITES THAT MAY BE MADE AVAILABLE AS PART OF THE
SERVICE AND IS NOT RESPONSIBLE FOR THE AVAILABILITY, COMPLETENESS,
TIMELINESS, FACTUAL ACCURACY, OR NON-INFRINGEMENT OF SUCH CONTENT.
CONTENT IS PROVIDED "AS IS," EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
CUSTOMER ACKNOWLEDGES THAT COMPANY AND/OR THIRD-PARTY SOURCES MAY
CHOOSE AT ANY TIME TO PROHIBIT THEIR CONTENT FROM BEING ACCESSED UNDER
THIS AGREEMENT.
8. INDEMNIFICATION
8.1 Indemnification by Company. Company will defend Customer against any claim, demand, suit or proceeding
made or brought against Customer by a third party alleging that the Company Technology infringes or
misappropriates such third party's intellectual property rights under the laws of the United States (a "Claim
Against Customer"), and will indemnify Customer from any damages, attorney fees and costs finally awarded
against Customer as a result of,or for amounts paid by Customer under a court-approved settlement of a Claim
Against Customer. Company's indemnification obligation does not cover third party claims arising from: (1)
modifications to the Company Technology or the Service by anyone other than Company or its authorized
agents and contractors;(2)use of the Company Technology by Customer in combination with other software or
equipment not provided by Company where the Company Technology,but for such combination,would not be
infringing; or (3) Customer's failure to use the Company Technology or the Service in accordance with the
terms and conditions in this Agreement. If a claim regarding the Company Technology and alleging
infringement is brought or is likely,in Company's sole opinion,to be brought, Company may, at its option and
expense(A)obtain the right for Customer to continue using the Company Technology and Service; (B)replace
or modify the Company Technology so that it becomes non-infringing; or (C) upon notice to Customer,
terminate this Agreement or Customer's use of the Company Technology and Service or any portion thereof,
provided that Company promptly refunds to Customer the prorated portion of any pre-paid annual subscription
fees paid hereunder for the Service or any portion of the Service. The above defense and indemnification
obligations do not apply to the extent a Claim Against Customer arises from Customer Data, Content, or
Customer's breach of this Agreement.
8.2 Indemnification by Customer.Customer will defend any Company Covered Party against any claim, demand,
suit or proceeding made or brought against such Company Covered Party by a third party alleging that the
Customer Data, or Customer's use of any Service or Content in breach of this Agreement, infringes or
misappropriates such third party's intellectual property,proprietary or personal rights or violates applicable law,
including violation of privacy or spamming laws or regulations (a "Claim Against Company"), and will
indemnify the Company Covered Party from any damages, attorney fees and costs finally awarded against the
Company Covered Party as a result of, or for any amounts paid by the Company Covered Party under a court-
approved settlement of a Claim Against Company.
8.3 Indemnification Requirements. Indemnification by a Party is conditioned upon the following: (1) the
indemnitee promptly notifying the other Party of any claim; (2) the indemnitor having sole control of the
defense and all related settlement negotiations;and(3)the indemnitee cooperating,at the indemnitor's expense,
in the defense and furnishing the indemnitor with all related evidence in its control.
8.4 Exclusive Remedy.This Section 8 states the indemnifying Party's sole liability to,and the indemnified Party's
exclusive remedy against,the other Party for any type of claim described in this section.
9. LIMITATION OF LIABILITY
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9.1 Responsibility for Results.Customer acknowledges that it alone is responsible for the results obtained from its
use of the Service, including without limitation the usefulness, completeness, accuracy and content of such
results. If any such results are inaccurate or incomplete solely due to any defect in the Service, Customer's
exclusive remedy and Company's sole obligation shall be to correct or modify the Service at no additional
charge to Customer.
9.2 Links to Third Party Sites. The Service may contain hyperlinks to Web sites controlled by parties other than
Company. Company is not responsible for and does not endorse or accept any responsibility for the content or
use of such Web sites.
9.3 Limitation of Liability. Except for a material breach of the confidentiality provisions set forth in Section 6 or
claims related to personal injury or property damage caused solely by Company's gross negligence or willful
misconduct, Company's entire liability and Customer's exclusive remedy for damages for any claims arising
under or in connection with this Agreement, regardless of the cause of action, whether in contract or in tort
(including without limitation, breach of warranty and negligence claims) shall be limited to Customer's actual,
awarded direct damages,not to exceed the amounts actually paid by Customer under this Agreement during the
twelve(12)months immediately preceding the month in which the cause of action arose.
9.4 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY,
COMPANY'S THIRD-PARTY CONTENT SUPPLIERS,OR ANY OF THEIR DIRECTORS,AGENTS,
OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS OR AFFILIATES HAVE ANY
LIABILITY TO THE OTHER PARTY FOR(1) ANY CLAIMS OR DEMANDS OF THIRD PARTIES
(OTHER THAN THOSE THIRD PARTY CLAIMS COVERED BY SECTION 8); OR (2) ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR INDIRECT
DAMAGES,INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR ANTICIPATED PROFITS,
LOSS OF REVENUE, ECONOMIC LOSS, LOSS OF DATA, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, LOSS OF USE OF EQUIPMENT, OR INTERRUPTION OF
BUSINESS, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT
PROHIBITED BY LAW.
10. TERM AND TERMINATION
10.1 Term of MSA. The term of this MSA commences on the MSA Effective Date and continues until the
expiration or termination of all Service Terms("Term"). Except as expressly set forth in this Agreement,this
Agreement may not be terminated prior to the end of the Term.
10.2 Term of Subscriptions. A "Service Term" is defined as the period of time for each Service provided to
Customer under this Agreement. Service Terms will be set forth in each applicable Order Form. Any
professional services or custom services purchased by Customer shall be used by Customer within the longest
Service Term of any service listed on the Order Form,or if no other service is listed on the Order Form,then
within Customer's then-current Service Term.
10.3 Auto-Renewal. Except as otherwise specified in an Order Form, subscriptions will automatically renew for
additional periods equal to the expiring Service Term or one (1) year (whichever is shorter), unless either
Party gives the other written notice of non-renewal at least thirty(30)days before the end of the then-current
Service Term. The fees for each renewal period shall automatically increase by 5% unless (1) the pricing in
the prior Service Term was promotional or one-time; (2) Customer subscribes to different and/or additional
services; or (3) unless otherwise agreed to by the Parties in an Order Form. Discounts may not carry over
from year to year.
10.4 Termination for Breach. If either Party believes that the other Party has failed in any material respect to
perform its obligations under this Agreement, then that Party may provide written notice to the breaching
Party describing the alleged failure in reasonable detail. If a breach has occurred and if the breaching Party
does not cure or begin to cure the material failure within thirty(30) days after receiving such written notice,
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then the non-breaching Party may terminate this Agreement immediately by written notice to the breaching
Party. Termination of this Agreement will be in addition to, and not in lieu of, other remedies available to the
terminating Party. Notwithstanding the foregoing, Company may terminate this Agreement immediately if
Customer or any Users breach Section 1.1(b),Section 2.2,or Section 6 of this Agreement.
10.5 Suspension of Service by Company. In addition to those conditions, rights, and remedies set forth in this
Agreement,Company may suspend access to the Services under any Order Form if,in Company's reasonable
determination: (1) Customer fails to pay an undisputed invoice within ten (10) days after Company gives
Customer notice of such failure; (2) Customer's use of the Service or Content violates applicable local, state,
federal, or foreign laws or regulations; (3) Customer fails to use the Service in accordance with this
Agreement; (4) Customer's use of the Service results in excessive bounce-backs, SPAM notices or requests
for removal from mailing lists by recipients; or (5) there are repeated complaints of Customer posting or
uploading material that infringes or is alleged to violate the intellectual property rights of any person or entity.
Company will provide notice(which may be by email)of such suspension;and when commercially possible,
will work in good faith with Customer to help Customer resolve the issue causing the suspension.
10.6 Refund or Payment on Termination. If this Agreement is terminated by Customer in accordance with
Section 10.4 above, Company will refund Customer any prepaid fees covering the remainder of the term of
all Order Forms after the effective date of termination. If this Agreement is terminated by Company in
accordance with Section 10.4 above,Customer will pay any unpaid fees covering the remainder of the term of
all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees due or
payable to Company for the period prior to the effective date of termination.
10.7 Effect of Termination. Upon any expiration or termination of this Agreement: (1) Customer's right to use
the Services shall cease, and Company shall have no further obligation to make the Services available to
Customer; (2)except as otherwise expressly stated herein, all rights, licenses and/or access granted to
Customer under this Agreement will immediately cease; and(3).Customer shall return, delete or destroy any
Content and shall certify in writing to Company that it has done so.
11. GOVERNING LAW AND DISPUTES
11.1 This Agreement,and any disputes arising out of or related hereto,will be governed exclusively by the laws of
the State of Maryland exclusive of its choice of law provisions and WITHOUT THE APPLICATION OF
THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. Any suit hereunder will be
brought in the federal or state courts located in the State of Maryland, and the Parties submit to the personal
jurisdiction thereof. The Parties agree that the United Nations Convention on Contracts for the International
Sale of Goods shall not apply to this Agreement. Customer and Company agree that in the event of litigation,
the prevailing Party shall have the right to collect from the other Party its reasonable costs and attorneys'fees.
11.2 Except for actions for non-payment, breach of confidentiality or indemnities under Section 8, no action,
regardless of form, arising out of or related to this Agreement may be brought by either Party more than two
(2)years after the accrual of the cause of action.
11.3 Both Parties agree to comply fully with all relevant laws, including the export laws and regulations relating to
use of the Service in its place of business, regardless of country or jurisdiction. However, Customer's use of
the Content is at Customer's own risk. Without limiting the foregoing, Customer will be solely responsible
for usage of contact information (e.g. names, phone and facsimile numbers, e-mail addresses and physical
addresses)in compliance with relevant laws and regulations. Customer may not: (1)send spam or unsolicited
messages in violation of relevant laws, including concerning privacy, data protection, telemarketing, the
CAN-SPAM Act or other commercial email laws,wireless domain suppression lists,and"Do-Not-Call" lists;
(2) send or store infringing, obscene, threatening, harassing, libelous, or otherwise unlawful or tortious
material, including material harmful to children or violate third party privacy rights; or (3) send or store
material containing Malicious Code, including, without limitation, software viruses, worms,Trojan horses or
other harmful computer code, files, scripts, agents or programs.
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12. GENERAL PROVISIONS
12.1 Export Compliance. The Services and Content and derivatives thereof may be subject to export laws and
regulations of the United States and other jurisdictions. Company and Customer each represents that it is not
named on any U.S. government denied-party list. Customer will not permit any User to access or use any
Service or Content in a U.S.-embargoed country or in violation of any export law or regulation.
12.2 Anti-Corruption. Customer has not received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from a Company employee or agent in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above
restriction. If Customer learns of any violation of the above restriction, it will use reasonable efforts to
promptly notify Company's Legal Department at le gal dept(a cision.com.
12.3 Force Majeure. Except for Customer's obligation to pay for Services already performed, neither Party will
be responsible for failure to perform contractual duties caused events beyond such Party's reasonable control,
including but not limited to: (1) failures of utility services or transportation networks; (2) acts of public
enemies; (3) terrorism; (4) war; (5) insurrection or riot; (6) natural disasters; (7) a serious accident, strike,
labor trouble, or work interruption; (8) compliance with applicable law; or (9) any other events beyond a
Party's reasonable control.
12.4 Relationship of the Parties. The Parties are independent contractors, and this Agreement will not establish
any relationship of partnership,joint venture,employment,franchise or agency between the Parties.
12.5 Government Customers.If Customer is the U.S. Government or any agency or instrumentality thereof,then
any software provided pursuant to this Agreement is delivered with RESTRICTED RIGHTS only. The use,
duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-19
Commercial Computer Software—Restricted Rights or DFAR 252.227-7013 Rights in Technical Data and
Computer Software.
12.6 Third-Party Beneficiaries. Company's Content licensors shall have the benefit of Company's rights and
protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries
under this Agreement.
12.7 Notices. Any notice or other communication required or permitted to be made or given by either Party
pursuant to this Agreement will be in writing, in English, and will be deemed to have been duly given: (1)
five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid,
with return receipt requested; (2) when delivered if delivered personally; or(3)one business day after being
sent by express courier service.All notices will be sent to Customer at its address as set forth on the first page
of this Agreement. Notices to Company shall be sent to Cision, 12051 Indian Creek Court, Beltsville, MD
20705,Attn: Legal Department. In addition,Company may provide notices to Customer electronically either
via the Service or via any email address provided by Customer in connection with Customer's account.
12.8 Waiver.No failure or delay by either Party in exercising any right,power or remedy will operate as a waiver
of such right, power or remedy, and no waiver will be effective unless it is in writing and signed by the
waiving Party. If either Party waives any right,power or remedy, such waiver will not waive any successive
or other right,power or remedy the Party may have under this Agreement.
12.9 Severability. The provisions of this Agreement shall be deemed severable, and the unenforceability of any
one or more provisions shall not affect the enforceability of any other provisions.In addition, if any provision
of this Agreement, for any reason, is declared to be unenforceable,the Parties shall substitute an enforceable
provision that, to the maximum extent possible in accordance with applicable law, preserves the original
intentions and economic positions of the Parties.
12.10 Survivability. All provisions of this Agreement relating to disclaimers of warranties, remedies, damages,
confidentiality,payment obligations, restrictions on use, and any other terms that either expressly or by their
nature should survive, shall survive any termination of this Agreement, and shall continue in full force and
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effect.
12.11 Assignment. Customer may not assign this Agreement without Company's written consent, which consent
shall not be unreasonably withheld or delayed. Subject to the foregoing,this Agreement will be binding upon
and inure to the benefit of the Parties,their successors and permitted assigns.
12.12 Headings. Section headings are for reference only and shall not be considered substantive parts of this
Agreement.
12.13 Counterparts.This Agreement may be executed by facsimile or electronic signature and in counterparts.
12.14 OFAC. Customer represents and warrants that neither it nor any of its employees is a person or entity with
whom U.S. entities are restricted from doing business under regulations of the Office of Foreign Asset
Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially
Designated and Blocked Persons List)or under any statute,executive order or other governmental action.
12.15 Entire Agreement. This Agreement represents the entire agreement between Customer and Company with
respect to the subject matter, superseding all previous oral or written communications, representations, or
agreements or proposals, including but not limited to any purchase order forms submitted by Customer, and
Customer acknowledges that it has not relied on any representation that is not expressly set forth in this
Agreement. The Parties agree that any term or condition stated in a Customer purchase order or in any other
Customer order documentation(excluding Order Forms) is void. In the event of any conflict or inconsistency
within the Agreement, the order of precedence shall be: (1) the applicable Order Form or SOW, (2) this
MSA,and(3)the Documentation.This Agreement may be modified only by a writing signed by both Parties.
{Signature page follows}
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Signed by each Party's authorized representative:
Customer
Signature
Printed Name
Title
Date
Company
Signature
Printed Name
Title
Date
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EXHIBIT A
SERVICES APPENDICES
Each section is only applicable if the service named has been subscribed to as set forth on an Order
Form or forms part of another Service.
1. MEDIA DATABASE SERVICES
1.1 Rates. This section sets forth the terms and conditions governing Customer's use of Company's proprietary
database that contains media profiles and associated information ("Database Data") and is a subset of
Company Data. Company charges a fixed fee for access to the Database Data as stated in the Order Form and a
variable charge for distribution of emails via the Company Technology. The number of email distributions that
Customer has purchased,if any,shall be stated on the Order Form.
1.2 License. Customer may allow its Users to access and use the Database Data to create and download lists of
media outlet information, use Distribution Points to distribute press releases or similar information via the
Company Technology, and attach its own personal notes to Database Data. Customer will not: (1) remove any
proprietary notices,graphics, or text contained in or on the Database Data or on any downloaded lists; (2)make
the Database Data or any downloaded lists available to non-Users, unless otherwise permitted under this
Agreement; (3)incorporate or use the Database Data in any resale process,including a press release distribution
service, unless otherwise permitted under this Agreement; or (4) use Database Data in a manner that would
violate any applicable law, including but not limited to the CAN-SPAM Act or other anti-spamming laws or
regulations and the Canadian Personal Information Protection and Electronic Documents Act all as amended by
the Canada Anti-Spam Legislation. Any individual whom Customer contacts via the Company Technology
using contact information acquired other than through the Services has either (A) given prior consent; or (B)
can be contacted by Customer in accordance with applicable law. UNLESS OTHERWISE PROVIDED IN
THIS AGREEMENT, DOWNLOADING, REPRODUCTION, REDISTRIBUTION, OR REPUBLICATION
OF THE DATABASE DATA IS AT CUSTOMER'S OWN RISK. COMPANY AND ITS THIRD PARTY
PROVIDERS WILL NOT BE LIABLE FOR CUSTOMER'S SUBSEQUENT USE OR DISTRIBUTION OF
THE DATABASE DATA.
1.3 Twitter Data.Certain Database Data may be provided by Twitter("Twitter Data"),and by using such Twitter
Data, Customer agrees to the Twitter Terms of Service located at www.twitter.com("Twitter TOS"). If
Customer uses the Services to create content for or post content to the Twitter service,then Customer agrees to
be bound by the Twitter privacy policy located at www.twitter.com("Twitter Privacy Policy"),and the Twitter
Rules located at www.twitter.com("Twitter Rules"). Company may immediately terminate Customer's access
to and continued retention of Twitter Data if Company or Twitter reasonably believes that Customer is not in
compliance with the Twitter TOS,Twitter Rules or Twitter Privacy Policy.
2. PRESS RELEASE DISTRIBUTION AND WEB SERVICE ENGINE OPTIMIZATION("WEB SEO")
SERVICES
2.1 Press Release Distribution Services.
(A) This section sets forth the terms and conditions governing Customer's use of press release distribution
services including the distribution of news releases and related information via the Company Technology
through Company's partnerships with PRWeb (the "PRWeb Service"), Marketwired (the "Marketwired
Service") or any other third party distribution service (collectively, the "Press Release Distribution
Services").
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(B) Customer and not Company is responsible for the content and accuracy of all news copy and other
information submitted by Customer to Company for distribution via the Press Release Distribution Services
(the "Release Materials"), even if such copy has been reviewed, edited, or written by Company or its
Affiliates for Customer. Company is not responsible for verifying facts contained in any Release Materials.
Furthermore, Customer, as the issuer of news releases (including those Release Materials containing
images and video) is solely responsible for the facts and accuracy of, and for obtaining all rights to,
information and content submitted by it for distribution by Company.
(C) All Release Materials submitted by Customer to Company must contain a Customer contact name, phone
number and e-mail address that can be verified by Company.
(D) Company, its Affiliates and partners do not warrant specific placement of any news release nor pick up by
third parties of any news release, but will deliver a news release via online distribution methods to make
such content available to be repurposed by third parties who discover the content at various Internet
locations,both intended and unintended.
(E) Customer shall not query, spider or access any Press Release Distribution Services without the express
written consent of Company.
(F) Customer acknowledges that the views expressed by issues of press releases are their own opinions, not the
views of Company or the Press Release Distribution Services, and that different issuers of press releases
may espouse conflicting opinions.
(G) PRWeb Service.
(i) Company reserves the right in its reasonable discretion to (a) reject or edit Release Materials (such
editing to be done collaboratively with Customer); and (b) remove any news release from its Web
site, cease distribution of any news release or reject any news release. Customer acknowledges that
re-distribution of news releases is beyond Company's control, and accordingly, Company is not
obligated to remove Release Materials from sites outside of Company's PRWeb network.
(ii) All Release Materials must follow the PRWeb Service editorial guidelines which can be found on
the PRWeb Service Web site and are subject to change at any time at Company's sole discretion.
(iii) If there are errors in the dissemination of Release Materials by Company, Company shall use
reasonable efforts to correct such errors promptly upon Customer's notice, without additional
charge,and such obligation to correct shall constitute the sole liability of Company in this regard.
(H) Marketwired Service. Use of the Marketwired Service is subject to Marketwired's Terms of Service
available online at www.marketwire.com%Marketwise Terms of Service US,or such other method as may
be advised from time to time by Marketwired,and incorporated into this Agreement. Such terms of service
shall be deemed modified to the extent necessary to permit access to Marketwired's services through the
functionality of the Company Technology. Marketwired's Terms of Service constitute a separate, binding
agreement between Marketwired and Customer, and Marketwired has the right to assert and enforce its
terms of service directly on its own behalf
(I) Neither Company nor its third party suppliers or partners (including Marketwired and PRWeb) will be
liable to Customer for any error or omission resulting in the failure of the Press Release Distribution
Services to publish the release through any particular outlet. Customer is solely responsible for the content
of its press releases, including any errors, omissions, statements of facts or opinions, or third party
quotations or references and Marketwired or PRWeb may reject such content when necessary.
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2.2 Web SEO Services.Customer may purchase search engine optimization and tagging services,as well as search
engine reports on their press releases ("Web SEO Services"). As further set forth in Section 7 of the MSA,
neither Company nor its third party suppliers or partners will be liable to Customer for any error or omission
resulting in the failure of the Web SEO Services to create any specific changes in search engine placement.
3. MEDIA MONITORING SERVICES
3.1 Queries. This section sets forth the terms and conditions governing Company's provision and Customer's use
of Company's media monitoring service (the "Monitoring Service"). Company will monitor sources for
mentions of words or phrases specified by Customer (each word or phrase a "Customer Query"). Company
reserves the right, in its sole and absolute discretion,to refuse to undertake any query that Company reasonably
deems improper or unlawful.
3.2 Services and Rates. Based on Customer Queries, the Monitoring Service may contain information from the
following available sources: (1)print,(2) internet, (3)social media,and(4)broadcast monitoring(collectively,
the "Materials"). Information provided through broadcast monitoring shall also be referred to as "Broadcast
Content."Materials provided through the Monitoring Service constitute Content and are provided"AS IS."
(A) US Print Media Monitoring Services. Company takes no responsibility and assumes no liability for the
obligations of third party-provided Content received via the Company Technology. Customer
acknowledges and agrees that Company is only acting as a passive conduit for online distribution and
publication of Materials from a third party. Customer may be required to agree to a third party's terms of
use in connection with its use of Materials.
(B) International Print Monitoring Services. For international print media monitoring services, Company
may charge a fixed fee as set forth on the applicable Order Form as well as a variable charge for delivery of
certain articles. Items delivered to Customer cannot be used as evidence in legal proceedings, in political
activities or for any public display including, but not limited to, marketing, advertising, endorsement,
publicity,and educational exhibition. Certain items delivered to Customer via the Service may only remain
on Company's servers for a limited period of time pursuant to Company's agreements with its third-party
providers. After expiration of that time, certain copyrighted items may not be available for retrieval from
the Service.
(C) Internet News Monitoring Services.News monitoring charges consist of a fixed fee based on the number
of media categories Company tracks and/or Customer's estimated article volume. Tiered fees, if set forth
on an Order Form, are based on an estimate of Customer's usage. Company reserves the right to conduct
periodic actual usage audits to determine Customer's actual article volume. If Customer's audited volume
exceeds the tier applicable to its estimated usage,Company will invoice Customer for the overage amounts.
(D) News Monitoring with LexisNexis. Company provides certain Materials to Customer through a
partnership with LexisNexis, a division of Reed Elsevier Inc. ("LN") via the Company Technology, and
Content provided through this partnership is provided "AS IS." LN-provided Content is subject to the
LexisNexis Terms and Conditions ("LN Terms"), available online at www.lexisnexis.%terms eneral and
incorporated into this Agreement by reference. The LN Terms shall be deemed modified to the extent
necessary to permit access to the LN-provided Content through the functionality of the Company
Technology. Customer is prohibited from accessing and using LN-provided Content unless Customer has
consented to the LN Terms. The LN Terms constitute a separate binding agreement between LN and
Customer, and LN has the right to assert and enforce the LN Terms directly on its own behalf. Company
takes no responsibility and assumes no liability for the obligations of LN as well as any LN-provided
Content accessed via the Company Technology. Customer agrees that Company is only acting as a passive
conduit for online distribution and publication of LN-provided Content that has been ordered by Customer
from LexisNexis. LN's consent to the terms of this Agreement shall be evidenced by providing Customer
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with the means to access the LN-provided Content. LN Content may be provided as part of or separately
from the Monitoring Service.
(E) Quickshare via LexisNexis Publisher. Company provides certain content sharing capabilities of LN-
provided Content ("Quickshare") to Customer through a partnership with LN via the Company
Technology,but only if Customer subscribes to such Quickshare service. Customer is permitted to publish
or distribute LN-provided Content internally to the specified number of recipients listed on the Order Form
through daily newsletters, email transmission, and/or through Customer's intranet. For purposes of this
paragraph,"internal"includes Customer and its Affiliates.
(F) Social Media Monitoring Services. In conjunction with its partners, Company provides social media
monitoring services directly by email and via the Company Technology. Social media monitoring charges
consist of a fixed fee based on the number of media categories that Company tracks and Customer's article
volume.This fee is tiered based on the Parties' agreed estimate of Customer's usage. Company reserves the
right to conduct periodic actual usage audits to determine Customer's actual volume. If Customer's audited
volume exceeds the tier applicable to its usage, Company will invoice Customer for the overage amounts
and/or Company will cease providing Content above such volume. Company may need administrative
access to Customer's social media platform(s)in order to provide social media monitoring services. Certain
Content may be provided by Twitter("Twitter Data"), and by using such Content Customer agrees to the
Twitter Terms of Service located at www.twitter.com("Twitter TOS"). If Customer uses the Services to
create content for or post content to the Twitter service, then Customer agrees to be bound by the Twitter
privacy policy located at www.twitter.com("Twitter Privacy Policy"), and the Twitter Rules located
at www.twitter.com("Twitter Rules"). Company may immediately terminate Customer's access to and
continued retention of such Content if Company or Twitter reasonably believes that Customer is not in
compliance with the Twitter TOS, Twitter Rules or Twitter Privacy Policy.
(G) Broadcast Monitoring Services.
(i) Company provides Broadcast Content through a partnership with a third party provider.
Notwithstanding anything in this Agreement to the contrary, Customer and Users may: (1) use the
Broadcast Content only for Company's internal use and the purposes of private, non-commercial
criticism, comment, news reporting, teaching, scholarship, or research; (2) distribute the Broadcast
Content only within Customer's organization in digital copy or link distribution through e-mail, as
permitted by the third party's software; (3) not publicly distribute, broadcast, transfer, display, or
otherwise publicly exhibit any part of the Broadcast Content by any means, including posting clips
to a public Web site on the Internet; (4) not resell, redistribute, download, or store Broadcast
Content,other than as permitted in this Section; (5)not create derivative works from,copy and paste
links, resell, reverse engineer or otherwise redistribute to third parties the Broadcast Content or the
third party's software; and (6) use Broadcast Content for up to twenty-eight (28) days after the
original broadcast date, unless otherwise specified herein or permitted in the third party's software.
Customer and Users must use best efforts to prevent unauthorized copying or distribution of the
Broadcast Content.
(ii) Company provides Customer with information on subjects that Customer selects from broadcast
sources, and Broadcast Content is provided"AS IS."Company will stream clips or links for twenty-
eight (28) days from the original broadcast air date, unless Customer purchases a "download" or a
"stream." Digital preview clips within the Company Technology may be viewed up to one-hundred
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(100)times per clip on the Full Player; content outside of the Company Technology may be viewed
twenty-five(25) times per clip on the modified Skinny Player. Broadcast monitoring fees consist of
a negotiated, fixed, nonrefundable fee based on Customer's estimate of its clip volume.
Notwithstanding the foregoing, certain download or streaming functionality may not be available if
such functionality is or becomes restricted by the third-party provider of such Broadcast Content or
by law or by regulation.
(iii) Volume Pricing for Clip Packages.Fees for Broadcast Content are charged as set forth on an Order
Form, however, Customer may obtain volume pricing on clip packages by pre-paying for a number
of clips, which is non-refundable.Packages expire at the end of the Service Term,and clips must be
used during the Service Term. If Customer's usage exceeds the package volume,then Company will
invoice Customer for the overage amounts. Customer agrees to pay taxes, special services, out of
market,special rush,archival,or product license fees in addition to the contractual rate,if applicable.
3.3 Usage.
(A) Subscriber can access the text (or portions of the text) and video clips containing the Customer Queries
through the Company Technology. Using the Services' functionality, Customer may e-mail text and/or
hyperlinks viewable within the Services to Customer's employees,agents,contractors or clients(in the case
of agencies who use the Services on behalf of a client)("Allowed Recipients")solely for use in relation to
Customer's or client's (in case of agencies who use the Services on behalf of a client) internal business
purpose.
(B) Unless otherwise authorized in this Agreement, neither Customer nor Allowed Recipients may (a) resell
any text or video clips supplied hereunder(including any portion thereof); or(b) distribute or transfer, by
any means whatsoever, any text or video clips received via the Services(or copies thereof), to any person,
organization or institution other than Allowed Recipients. Customer warrants that text or video clips
provided to Customer through the use of the Services will not be resold, republished or otherwise
systematically distributed to third parties in any form, including but not limited to via an intranet, extranet
or internet site. Notwithstanding anything to the contrary in this Agreement, Customer may, via the
Company Technology, post, in electronic format, text, reports or the like, received via the Services to an
intranet site for access and use solely by Allowed Recipients.
(C) Customer acknowledges and agrees that in providing the Monitoring Service and Content, Company is not
responsible for the substance,text or subject of any such Content.
(D) Customer acknowledges and agrees that the Content monitored by Company is subject to copyrights owned
by third parties. Company does not imply, represent or warrant, by virtue of supplying information
incorporating Content, that Company holds or grants any license to use any text, video clips or graphics
provided, including news mentions or links to such mentions. Customer's use of any text, video clips or
graphics provided hereunder, other than in accordance with the terms set forth herein, shall be at
Customer's sole risk and expense. All items are protected by copyright owned by the copyright owner or
licensor.
(E) Customer's use of Content may be subject to restrictions imposed by one or more third-party copyright
owners,and Customer agrees that it shall comply with any such restrictions.
(F) Company does not represent or warrant that any specific source will be monitored by Company or
represent that any amount of Content will be delivered through the Company Technology. Company
reserves the right to change the sources that it monitors at any time. Certain sources may limit Customer's
ability to view content or access links through the Services. Customer agrees that it shall comply with any
such restrictions.
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(G) If Customer provides users in the United Kingdom ("UK") with access to the Monitoring Service and
receipt of NLA Content,then Customer shall:
(iv) Obtain a license for any NLA Content accessed using the Services directly from the Newspaper
Licensing Agency("NLA")for such UK Users;
(v) Unless licensed by the NLA,not further reproduce,copy,distribute,display,sell,publish,broadcast,
circulate, deliver or transmit NLA Content either internally or to any third party(with the exception
of licensed Public Relations Consultancies and/or Trade/Professional Associations) so as to infringe
the intellectual property rights vested in the NLA;
(vi) Not remove, conceal or alter any copyright notices contained on or within the NLA Content as
accessed or delivered;
(vii) Not store NLA Content in electronic form as part of any library or archive of information other than
within the Services;and
(viii) Provide a statement when requested by Company setting out the number of permitted Users within
Customer's organization in the UK.
(H) UNLESS OTHERWISE PROVIDED IN THIS AGREEMENT, DOWNLOADING, REPRODUCTION,
REDISTRIBUTION, OR REPUBLICATION OF THE CONTENT AND COMPANY DATA IS SOLELY
AT CUSTOMER'S OWN RISK. COMPANY AND ITS THIRD PARTY PROVIDERS WILL NOT BE
LIABLE FOR CUSTOMER'S SUBSEQUENT USE OR DISTRIBUTION OF THE CONTENT OR
COMPANY DATA.
3.4 Additional Representations and Warranties.
(I) Print and Internet Monitoring. ALTHOUGH COMPANY WILL MAKE EVERY EFFORT TO
PROVIDE A COMPLETE AND RELIABLE MONITORING SERVICE, IT CANNOT GIVE CREDIT
FOR MISSED OR INCORRECT ARTICLES. COMPANY MAKES NO REPRESENTATION OR
WARRANTY, WHETHER EXPRESS OR IMPLIED, REGARDING THE ORIGIN, ACCURACY,
CORRECTNESS, COMPLETENESS, SUBJECT MATTER, CONTENT, OR EDITORIAL APPROACH
OF ANY CONTENT,OR THE QUALITY OF SCANNED MATERIALS.
(J) Broadcast Monitoring. COMPANY CANNOT MAKE REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO THE ACCURACY OF BROADCAST CONTENT OR TELEVISION TEXT
BECAUSE IT USES CLOSED-CAPTIONING OF PROGRAMS, WHICH IS NOT ALWAYS
IDENTICAL TO THE LITERAL TRANSCRIPTION OF A BROADCAST. CUSTOMER
ACKNOWLEDGES THAT CLOSED-CAPTIONING IS SUBJECT TO OCCASIONAL CAPTION
ERRORS,MISSPELLINGS,AND GARBLING.
(K) Social Media Monitoring. SOCIAL MEDIA MONITORING SERVICES ARE PROVIDED TO
CUSTOMER "AS-IS." COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND AND NATURE CONCERNING THE SOCIAL MEDIA MONITORING
SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST
INFRINGEMENT. SPECIFICALLY, COMPANY DOES NOT WARRANT THAT THE SOCIAL
MEDIA MONITORING SERVICES WILL BE ERROR FREE, COMPLETELY SECURE, OR
OPERATE WITHOUT INTERRUPTION.
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4. HELP A REPORTER OUT SERVICE
4.1 HARO. This section sets forth the terms and conditions governing the provision and Customer's use of
Company's service linking information sources to reporters and bloggers currently known as HARO or
HelpAReporterOut("HARO").
4.2 Types of Memberships. There are two types of memberships in HARO: Journalist Members and Source
Members. The scope of Customer's access to the site is dependent upon the member type. Journalist Members
log onto the Journalist home page and post a query ("HARO Query") which is given an anonymous email
address. Source Members receive email listings of HARO Queries submitted by Journalist Members. If a
Source Member has relevant information which he or she believes, in good faith, can assist the Journalist
Member with regard to the specific HARO Query, then the Source Member may provide that information in
response. The Source Member may not respond if the information is not in specific response to the HARO
Query and the Source Member may not utilize any information contained within the HARO Query for any other
purpose. Source Members may forward HARO Queries to others, but Source Members shall not post HARO
Queries on blogs, Web sites or any similar venue. Customer shall not harvest Journalist Member email
addresses for any reason.
4.3 Additional Disclaimers. Company does not represent or warrant any information regarding the identity of any
Journalist or Source Member with whom Customer may interact in the course of using the HARO service.
Additionally, Company does not verify the authenticity of any data which Journalist or Source Members
provide about themselves or relationships such individuals may describe. Customer shall not falsely state,
impersonate, or otherwise misrepresent its identity, including but not limited to the use of a pseudonym in
posting or responding to HARO Queries. Company is not liable for the deletion, corruption or failure to post,
store and/or forward any messages or other content (and/or to do so in a timely manner), including without
limitation HARO Queries maintained or transmitted by the Services.
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Exceptions to Specifications
Please see below to the objections to points made in the RFP Bid form provided by Collier
County:
Price Adjustments
Prices shall remain firm for the initial term of this contract. Requests for consideration of a price
adjustment must be made prior to the contract anniversary date, in writing, to the Procurement
Director. Price adjustments are dependent upon the consumer price index(CPI) over the past
twelve (12) months, budget availability and program manager approval.
Our price adjustments aren't limited to CPI because they are often driven by added functionality.
Insurance
12. Insurance Requirements
14. Insurance Requirements
The VENDOR, at its sole expense, shall provide commercial insurance of such type and with
such terms and limits as may be reasonably associated with the Purchase Order. Providing and
maintaining adequate insurance coverage is a material obligation of the VENDOR. All
insurance policies shall be executed through insurers authorized or eligible to write policies in
the State of Florida.
Cision meets many of the specified insurance limits but it does not notify clients of cancellation
nor does Cision list clients individually as additional insureds. Cision has a blanket provision in
its coverage that states that if it says that a customer is an additional insured in the contract
then they are covered.
Standard Purchase Order Terms and Conditions
Cision cannot agree to the terms set forth in #4, 5, 13, and 14 (we can provide certificate of
insurance) of Exhibit IV (the PO terms and conditions), nor can Cision agree to any of the terms
in Exhibit III (Cision's standard contract is included with its response).
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2015 FLORIDA PROFIT CORPORATION ANNUAL REPORT F14/12/2016 16.F.7.
DOCUMENT# P10000014936 Jan 29, 2015
Entity Name: CISION US, INC. Secretary of State
CC0736512139
Current Principal Place of Business:
1 PRUDENTIAL PLAZA
1301 EAST RANDOLPH DRIVE SUITE 700
CHICAGO, IL 60601
Current Mailing Address:
1 PRUDENTIAL PLAZA
130 EAST RANDOLPH DRIVE SUITE 700
CHICAGO, IL 60601 US
FEI Number: 36-4011543 Certificate of Status Desired: No
Name and Address of Current Registered Agent:
GEC GROUP,LLC
2731 EXECUTIVE PARK DRIVE
4 •
WESTON, FL 33331 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent,or both,in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
Title CEO/PRESIDENT Title EVP/CFO/TREASURER/SECRETARY
Name GRANAT,PETER Name PEARLSTEIN,JACK
Address 1 PRUDENTIAL PLAZA Address 1 PRUDENTIAL PLAZA
130 EAST RANDOLPH DRIVE SUITE 130 EAST RANDOLPH DRIVE SUITE
700 700
City-State-Zip: CHICAGO IL 60601 City-State-Zip: CHICAGO IL 60601
Title SVP Title DIRECTOR
Name SOLOMON,STEVE Name GRANAT,PETER
Address 1 PRUDENTIAL PLAZA Address 1 PRUDENTIAL PLAZA
130 EAST RANDOLPH DRIVE SUITE 1301 EAST RANDOLPH DRIVE SUITE
700 700
City-State-Zip: CHICAGO IL 60601 City-State-Zip: CHICAGO IL 60601
Title DIRECTOR Title DIRECTOR
Name PEARLSTEIN,JACK Name SOLOMON,STEVE
Address 1 PRUDENTIAL PLAZA Address 1 PRUDENTIAL PLAZA
1301 EAST RANDOLPH DRIVE SUITE 1301 EAST RANDOLPH DRIVE SUITE
700 700
City-State-Zip: CHICAGO IL 60601 City-State-Zip: CHICAGO IL 60601
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath;that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607,Florida Statutes;and that my name appears
above,or on an attachment with all other like empowered.
SIGNATURE:JACK PEARLSTEIN EVP AND CFO 01/29/2015
Electronic Signature of Signing Officer/Director Detail Date
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c
CISION
.Cision US Inc.
1 Prudential Plaza,7th Floor
130 E Randolph-Street
Chicago,IL 60601
Tel:312.922.2400
Fax:312.922.3126
Order Form
Reference No:0-79274
Salesperson:Justin Tankersley,justin.tankersley @cision.com
Created:February 4,2016
Quote Expiration:March 5,2016
This Order Form("Order Form')is entered into and effective as of the date of the Customer's signature below,between Cision US Inc.with
Its principal place of business at 130 E.Randolph Street,Chicago,IL 60601 ("Company')and Collier County Board of County
Commissioners with its.principal place ofbusiness at 3299 Tamiami TL East,Ste 7.00,NAP]FS,EL 34112 USA{"Customer").This-Order
Form is governed by the Subscription Agreement Terms and Conditions by and between Company and Customer(the"MSA")(collectively,
the Order Form and MSA shall form the"Agreement").Capitalized terms used in this Order Form shall have the meaning assigned to them
in the MSA,unless otherwise defined herein. In the event of any conflict or discrepancy between the MSA and this Order Form,the Order
Form shall control
Shipping,Information
SHIPPING INFORMATION ON FILE INDICATE CHANGES TO SHIPPING INFORMATION
Company: Collier County Board of County Commissioners
Shipping Address:3299 Tamiami Tr,East,Ste 700 Naples FL, -Shipping Address:
34112 USA
Name:Erin Smith Name:
Phone:(239)252-6298 Phone:
E-mail:erinsmith@colliergov.net E-mail:
Billing Information
BILLING INFORMATION ON FILE INDICATE CHANGES TO BILLING INFORMATION
Company: Collier County Board of County Commissioners This is a residential address.
Billing Address:3299 Tamiami Tr.East,Ste 700,NAPLES,FL Billing Address:
34112 USA
Invoice Contact Name:JONELL MODYS Invoice Contact Name:
Invoice Contact Phone:(239)252-2425 Invoice Contact Phone:
Invoice Contact E-mail:jonelimodys @colliergov.net Invoice Contact E-mail:
Or
U
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SERVICES
Quantity Service(s)Ordered Service Term
10 3,000 Additional Emalls 12 Month(s)
1 Standard Media Database:North America(includes up to 5,000 emails) 12 Month(s)
1 3 Pack PRWeb Advanced Releases 12 Month(s)
1 News OnDemand:Online&LexisNexis Print Monitoring North America 12 Month(s)
1 News On-Demand Royalty Fee 12 Month(s)
1 News OnDemand:Streams 12 Month(s)
1 Social Media Monitoring:Up to 120,000 results per year 12 Month(s)
1 Additional Concurrent User(s) 12 Month(s)
1 Broadcast Monitoring:US 12 Month(s)
1 News OnDemand:Upgrade to International monitoring 12 Month(s)
PRICING*
Total Fees $25,845.00
Discount ($14,377.50)
Total $11,467.50
Note:The Prices above do not Include taxes and travel expenses.Taxes(if applicable)are charged based on the state listed in the
Shipping Information section above.invoices will reflect any such taxes collected or travel expense amounts.
Collier County a political subdivision of the State of Florida is tax exempt.
If a duration of time is listed in the Service Term,then the Service Term will begin on the date of Customer's signature below and continue
for the duration.If dates are listed in the Service Term,then the Service Term will begin on the first-date listed,unless Customer signs after
such date,then Company will adjust the Service Term to start on the date of Customer's signature below.
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4/12/2016 16.F.7.
Payment Information
Total Discounted Agreement Amount:$11,467.50
Payment Plan:Quarterly
Installment Amount:$2,866.88
This payment plan consists of 4 equal invoiced payments totaling the amount of the contract(plus applicable sales tax if any and handling
fee). The first invoice will-be generated at the-time the contract-is received and processed;the subsequent invoices will be•generated-on-the
same day,three months apart.
Payment Type:Invoice
Payment Terms:Brie-arrreceipt in accordance with with Ch.218,Local Government Prompt Payment Act. Invoices shall be delivered via
email to the"Invoice Contact E-maiP'In the billing Information section above.
Are you Tax Exempt?
If your organization Is tax exempt, we require a valid tax exemption certificate from your state.Please email a copy of your
certificate to your sales representative.We will not be able to process your order until this certificate has been received.
If your organization requires a P.O.number on invoices issued by Company,please provide the P.O.number below. Failure to provide such
Information acknowledges that no P.O.number is required and all invoices will be.paid in accordance with the Agreement
P.O.Number
System Manager
Please provide contact information for the person who will manage your system.
Name:
Email Address:
O
�C
Vi
•
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Product Overview
The following products are included in this Order Form:
3,000 Additional Emails
• Emails are used when sending distributions out via the Cision application.Emails expire at the end of the contract period and will not be
rolled over.
Standard Media Database: North America(includes up to 5,000 emails)
Access to our North American media contacts,outlets and editorial opportunities for one user. Includes 5,000 emails which expire at the
end of the contract.
3 Pack PRWeb Advanced Releases •
Flat Rate Package of 3-PRWeb Advanced Releases•whichexpire at the end-of the-contract period. Includes one embedded image on
PRWeb.com per release.
News OnDemand: Online& LexisNexis Print Monitoring North America
Coverage of nearly 10,000 North American print sources of newspapers,magazines,trade/business journals and newsletters from the
LexisNexls library as well as tens of thousands of North American news websites.
News On-Demand Royalty Fee
Royalty fees for online.content.
News OnDemand: Streams
My easy-to-use dashboard that enables you to quickly monitor and share news,and directly engage with influencers.
Social Media Monitoring: Up to 120,000 results per year
Monitor millions of blogs,social media sites and Twitter.Receive up to 120,000 results per year.
Additional Concurrent User(s)
Concurrent user license allows one user to access the software per license.
Broadcast Monitoring: US
Monitor the closed-caption text from all national and cable news television programs as well as local coverage in all 210 US markets.
Receive video snippets of your coverage with tools to easily edit,share and archive coverage.
News OnDemand: Upgrade to International monitoring
Upgrade your News OnDemand package to international content.
•
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4/12/2016 16.F.7.
IN WITNESS WHEREOF,the parties have executed this Agreement by their authorized representatives.
For: Cision US Inc.
Signature:
Printed Name: .7tP5'
Date:
SUBSCRIBER:
BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY, FLORIDA
N
By:
Joann Markiewicz (21215111
Procurement Services Director
COMPANY FIRST WITNE
By:
Ahh
Print Name
COMPANY,ECOND WITNESS:
By: 7/Z- 1
r
Print Name
Approved as to Form and Legality:
(7:\
-Assistant County Attorney
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SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS
For good and valuable consideration,the receipt and sufficiency of Service will not be resold, republished or otherwise
which is hereby acknowledged,the parties agree as follows: systematically distributed to third parties in any form,
1. SUBSCRIPTION including but not limited to via an intranet,extranet or internet
site. Notwithstanding anything to the contrary in this Section
A. Subject to the terms and conditions of this agreement, the 1.B, Subscriber may, via Company functionality, post, in
subscriber ("Subscriber") named in the first page (the "Cover electronic format,text,video clips,reports or the like,received
Page") of this subscription agreement (the "Agreement") hereby via the Service to an intranet site for access and use solely by
subscribes to the on-demand relationship management service(the Allowed Recipients.
"Service")made available by Cision US Inc.or its affiliate(s)(d/b/a/ (iv) Subscriber acknowledges and agrees that in providing
Cision, hereafter "Company"). The term "Service" shall be the Service,Company will supply information,including news
deemed to include any professional services or custom services mentions, prepared by others ("Third Party Content"), and
provided by Company under this Agreement and/or as obtained by Company is not responsible for the content of any such Third
using the suite of services/tools set forth on the Order Form, Party Content. Company makes no representation or warranty,
Company grants Subscriber a non-exclusive, revocable, non- whether express or implied, regarding the origin, accuracy,
transferable (other than as set forth in this Agreement), non- correctness,completeness,subject matter,content, or editorial
sublicensable right to access and use those modules of the Service approach of any Third Party Content.
set forth on the Order Form for its own internal business purposes
in accordance with the terms and conditions in this Agreement. (v) Subscriber acknowledges and agrees that the Third Party
Subscriber shall not (i) license, sublicense, sell, resell, transfer, Content monitored by Company is subject to copyrights owned
assign,or otherwise commercially exploit or make available to any by third parties. Company does not imply, represent or
third party the Service or any data provided by the Service in any warrant, by virtue of supplying information incorporating
way; or(ii) access the Service in order to (a)build a competitive Third Party Content,that Company holds or grants any license
product or service,(b)build a product using similar ideas,features, to use any text, video clips or graphics provided, including
functions or graphics of the Service,or(c)copy any ideas,features, news mentions or links to such mentions. Subscriber's use of
functions or graphics of the Service, any text,video clips or graphics provided hereunder,other than
in accordance with the terms set forth herein, shall be at
B. This Section 1.B sets forth the terms and conditions governing Subscriber's sole risk and expense. Further, Subscriber's use
Company's provision and Subscriber's use of Company's content
of information obtained through the Service may be subject to
monitoring service currently known as News On-Demand, News restrictions imposed by one or more third-party copyright
Management, Social Media or Broadcast Media (collectively and owners, and Subscriber agrees that it shall comply with any
individually the "Monitoring Service") and only applies if such
such restrictions.
service is included on the Order Form, or is part of a suite of
purchased services, in either case,the Monitoring Service shall be (vi) Company does not represent or warrant that any specific
considered part of the Service. source will be monitored by Company. Company reserves the
right to change the sources that it monitors at any time.
(i) Company will monitor various sources on a daily basis for
mentions of words or phrases specified by Subscriber (each (vii) Certain sources, including but not 11Mited to The Wall
word or phrase a"Subscriber Query"). Company reserves the Street Journal,may limit Subscriber's ability to view content or
right,in its sole and absolute discretion,to refuse to undertake access links through the Service. Subscriber agrees that it
any query that Company reasonably deems improper or shall comply with any such restrictions.
unlawful. (viii) If Subscriber provides users in the United Kingdom
(ii) Subscriber can access the text(or portions of the text)and (UK)with access to the Monitoring Service, then Subscriber
video clips containing the Subscriber Queries through the shall:
Service. Using the Service's functionality, Subscriber may e-
mail text, links viewable within the Service or video clips to - Obtain a license for NLA Content directly from the
Subscriber's employees, agents, contractors or clients (in the Newspaper Licensing Agency ("NLA") for such
case of agencies who use the Service on behalf of a client) UK users;
("Allowed Recipients") solely for use in relation to - Unless licensed by the NLA, not to further
Subscriber's or client's (in case of agencies who use reproduce, copy, distribute, display, sell, publish,
the Service on behalf of a client)internal business purpose. broadcast, circulate, deliver or transmit NLA
(iii) Neither Subscriber nor Allowed Recipients may(a)resell Content either internally or to any third party(with
any text or video clips supplied hereunder(including any portion rho .exception of licensed Public Relations
Consultancies and/or Trade/Professional
thereof);or(b)distribute or transfer,by any means whatsoever, Associations) so as to infringe the intellectual
any text or video clips received via the Service (or copies property rights vested in the NLA;
thereof), to any person, organization or institution other than - Not remove,conceal or alter any copyright notices
Allowed Recipients. Subscriber warrants that text or contained on or within the NLA Content as
video clips provided to Subscriber through the use of the accessed or delivered;
OVA
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• 4/12/2016 16.F.7.
- Not store NLA Content in electronic form as part of the content at various Internet locations, both intended and
any library or archive of information other than unintended.
within the Service;and
- Provide a statement when requested by Company (iii)Subscriber shall not query, spider or access any Press
setting out the number of permitted users within Release Services without the express written consent of
Subscriber's organization in the UK. Company.
(ix) Within the Service,Company provides certain news and (iv)PRWeb Service.
other content and/or content sharing..capabilities (a/k/a
Quickshare) (collectively "LN Materials") to Subscriber a) Company reserves the right in its reasonable discretion
through a partnership with LexisNexis, a division of Reed to (a) rejector edit Release Materials (such editing to be
Elsevier Inc.("LN"). The LN Materials are provided"AS IS", done collaboratively with Subscriber);and(b)remove any
and Subscriber's use of the LN Materials are subject to LN's news release from its web site, cease distribution of any
terms and conditions available online at news release or reject any news release. Subscriber
www.lexisnexis/terms/general (the "LN Terms"), and acknowledges that re-distribution of news releases is beyond
incorporated into this Agreement by reference. The LN Terms Company's control, and accordingly, Company is not
shall be deemed modified to the extent necessary to permit obligated to remove Release Materials from sites outside of
access to the LN Materials through the functionality of the Company's PRWeb network.
Service. Subscriber is prohibited from accessing and.using LN b) All Release Materials must follow the PRWeb Service
Materials unless Subscriber has consented to the LN Terms.
editorial guidelines which can be found on the PRWeb
The LN Terms constitute a separate binding agreement Service web site and are subject to change at any time at
between LN and Subscriber,and LN has the right to assert and Company's sole discretion.
enforce the LN Terms directly on its own behalf. Company
c) If there are errors in the dissemination of Release
takes no responsibility and assumes no liability for the
obligations of LN as well as any LN Materials accessed by Materials by Company, Company shall use reasonable
Subscriber using the Service. Subscriber agrees that Company efforts to correct such errors promptly upon Subscriber's
is only acting as a passive conduit for.online distribution and notice, without additional charge, and such obligation to
publication of LN Materials which have been ordered by correct shall constitute the sole liability of Company in this
Subscriber from LN. LN's consent to the terms of this regard.
Agreement shall be evidenced by providing Subscriber with d) All Release Materials submitted by Subscriber to
the means to access the LN Materials. The LN Materials may Company must contain a Subscriber contact name, phone
be provided as part of or separately from the Monitoring number and e-mail address that can be verified by Company.
Service.
(v) Marketwired Service.
C. This Section 1.0 sets forth the terms and conditions governing
Subscriber's purchase of press release distribution services including a) Use of the Marketwired Service is subject to
the distribution of news releases and related information via the Marketwired's Terms of' Service available online at
Software through Company's partnerships with either PRWeb(the http://www.marketwire.com/Marketwire_Terms_of Servi
"PRWeb Service") or Marketwired (the "Marketwired.Service") ce_US,or such other method as may be advised from time
(collectively,the"Press Release Services")and only applies if such to time by Marketwired, and incorporated into this
service is listed on the Order Form,or is part of a suite of purchased Agreement. . Such terms of service shall be deemed
services, in either case, the Press Release Services shall be modified to the extent necessary to permit access to
considered part of the Service. Marketwired's services.through the functionality of the
(i) Subscriber and not Company is responsible for the content Software. Marketwired's Terms of Service constitute a
and accuracy of all news copy and other information submitted separate binding agreement between Marketwired and
by Subscriber to Company for distribution via the Press Release Subscriber, and Marketwired has the right to assert and
Services(the"Release Materials"),even if such copy has been enforce its.terms of service directly on its own behalf.
reviewed,edited,or written by a Press Release Services company
for Subscriber. Company is not responsible for verifying facts D. This Section 1.D sets forth the terms and conditions governing
contained in any Release Materials. Company's provision and Subscriber's use of Company's service
linking information sources to reporters and bloggers currently
(ii) Neither Company nor the Press Release Services known as HARO or HelpAReporterOut("HARO")and only applies
companies warrant specific placement of any news release nor if such service is listed on the Order Form,or is part of a suite of
pick up by third parties of any news release,but will deliver a Purchased services, in either case, HARO shall be
news release via online distribution methods to make such considered part of the Service,
content available to be repurposed by third parties who discover
0
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4/12/2016 16.F.7.
(i) There are three types of memberships in HARO: content to outward facing,social or public platforms. By.doing so,
Journalist Members,Source Members and Sponsors.The scope Subscriber agrees not to post any of the following:
of Subscriber's access to the site is dependent upon the (i) Content that is unlawful, libelous, defamatory, obscene,
member type. Journalist Members log onto the Journalist pornographic, indecent, lewd, suggestive, harassing,
home page and post a query("HAR Query")which is given threatening, invasive of privacy or publicity rights, abusive,
an anonymous email address. Source Members receive email inflammatory,or fraudulent;
listings of HARO Queries submitted by Journalist Members.If
a Source Member has relevant information which he or she
believes,in good faith,can assist the Journalist Member with (ii) Content that violates,or that causes Company to violate,
regard to the specific HARO Query,then the Source Member any applicable law, regulation, or order of any governmental
may provide that information in response.The Source Member authority in any jurisdiction;
may not respond if the information is not in specific response
to the HARO Query and the Source Member may not utilize (iii) Content that infringes or violates any intellectual
any information contained within the HARO Query for any property or proprietary right of any party, or that Subscriber
other purpose. Sponsor Members: To become a Sponsor otherwise does not have the right to make available;
member, a Subscriber must purchase advertisement spots that
will appear in a HARO email. (iv) Private or confidential information of any person or
entity, any trade secrets or information for which Subscriber
(ii) Source Members may forward HARO Queries to others, has any obligation of confidentiality, or any material that
but Source Members shall not post HARD Queries on blogs, impersonates any person or entity or misrepresents
web sites or any similar.venue. Subscriber must not harvest Subscriber's affiliation with any person or entity;
Journalist Member email addresses for any reason.
(v) Viruses, corrupted data, or other harmful, disruptive, or
(iii)Company does not represent or warrant any information destructive files or content;
regarding the identity of any Journalist or Source Member with
whom Subscriber may interact in the course of using the (vi) Content that violates any terms or conditions,policies,or
Service. Additionally, Company does not verify the guidelines of any social media platform or other platform or
authenticity of any data which Journalist or Source Members service to which it is posted;or
provide about themselves or relationships such individuals may
describe. Subscriber shall not falsely state, impersonate, or (vii) Content that transmits any bulk unsolicited commercial
otherwise misrepresent its identity,including but not limited to communications.
the use of a pseudonym in posting or responding to HARO
Queries. G. Subscriber represents to Company that Subscriber has valid
title or license to all materials, including but not limited to the
(iv)Company is not liable for the deletion, corruption or Release Materials if applicable,provided by Subscriber for residence
failure to post, store and/or forward any messages or other on the Service (the "Subscriber Materials"), and it has all rights
content(and/or to do so in a timely manner),including without necessary to grant Company the rights set forth in this Agreement.
limitation HARO Queries maintained or transmitted by the Subscriber Materials are and shall remain the property of Subscriber,
Service. who shall retain all intellectual property rights
therein. Subscriber hereby represents and warrants that Subscriber
E. Company's online platform comprised of tools, databases, Materials will not contain any content that is obscene, libelous,
APIs, and software solutions developed by Company (the slanderous or otherwise defamatory, false or misleading or that
"Software") allows access to certain proprietary or licensed violates any copyright,.right of privacy or publicity or other right of
information, data and materials. No license or other rights in the any person or party. Subscriber hereby grants to Company a non-
Software and any content within the Service, exclusive of exclusive, royalty-free license to use, copy, distribute, perform,
display and prepare derivative works of the Subscriber Materials
solely for the purpose of providing the Service. Company reserves
Subscriber Data and Subscriber Materials,are granted to Subscriber the right to remove Subscriber Materials or other information and
hereunder,and all rights not expressly granted to Subscriber herein accounts containing any information that it determines in its sole
are expressly reserved to Company or its licensors, as applicable. discretion are unlawful, offensive, threatening, libelous,
Subscriber agrees not to modify,create derivative works of,translate, defamatory, pornographic, obscene or otherwise objectionable or
reverse engineer decompile,disassemble the Service or Software or that violate any party's intellectual property or this Agreement.
otherwise recreate or gain access to the source code. Furthermore,
Subscriber shall not use the Service or any interface thereto for the IL Subscriber is responsible for all actions taken via Subscriber's
purpose of developing a product or service that provides functionality account for the Service,including protecting the confidentiality of
similar to the Service. Subscriber's passwords and user IDs, and maintaining timely
contact information for such account.
F. The Service may include commenting or messaging
functionality, functionality that allows posting or transmitting I. Company uses information collected from Subscriber
("Subscriber Data") to provide the Service. Company may share
11;
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Subscriber Data or Subscriber Materials with its affiliates or third 4. FEES
parties that work on Company's behalf or provide services to
Company in relation to Company's provision of the Service to A. Subscriber shall pay the fees set forth on the Order Form in
Subscriber, including but not limited to necessary hardware, accordance with the payment terms set forth on the Order Form or
software,networking,storage,and technologies required to run the upon signing of this Agreement if no such terms are contained on the
Service, and Subscriber hereby consents to such use of Subscriber Order Form. Fees are for services subscribed to and not for
Data and Subscriber Materials by affiliates and third parties. actual usage of the service,and except as set forth in Section 9.B,
Subscriber acknowledges and agrees that Subscriber Data and payment obligations are non-cancelable and all fees paid are non-
Subscriber Materials may be transferred to, stored in, or accessed refundable. Unless otherwise agreed to by the parties, Subscriber
from outside the United States solely in order to provide the will not be given access to the Service until payment has been
Service or for Company to fulfill its other obligations under this received.
Agreement. Company shall,in providing the Service,comply with B. If Subscriber's account is thirty(30)days or more overdue,in
its privacy policy available at www.vocus.com, www.cision.com' addition to any of its other rights or remedies,Company reserves the
or such other website address made publically available. County right to suspend Subscriber's access to the Service,without liability
subject to FL Public Records Law,Ch.119,Fla.Stat. to Subscriber,until such amounts are paid in full.Pursuant to Section 218.74 Fl
Stat.which ever is lower,from the date such payment was due until the date paid
2. HOSTING,SERVICE AVAILABILITY AND STORAGE C. Prices set forth on the Order Form do not include taxes.
A. Company shall host and maintain the Service on its servers. Unless collected and remitted by Company (as indicated on the
The Service will maintain an average availability of no less than invoice presented to Subscriber by Company), Subscriber is
99.5%, which translates to less than forty-five (45) hours of responsible for payment of all taxes due to a governmental
downtime per annum,excluding downtime caused by(i)scheduled authority, if any, except for taxes imposed on Company's net
maintenance performed between the hours of 12:00 AM and 6:00 income. Subscriber shall provide to Company any certificate of
AM Eastern time,(ii)emergency maintenance,(iii)force majeure, exemption or similar document required to exempt any transaction
and (iv) any other events beyond Company's reasonable control. under this Agreement from sales tax or other tax liability.
Downtime is any time in which a computer on the global Internet is 5. NONDISCLOSURE
unable to connect to the Company production environment,log into
the application, access application data or file attachments or A. "Confidential Information" means any and all information,
execute reporting jobs due to unavailability of the Service. which is of a confidential,proprietary or trade secret nature that is
B. Company shall provide up to 500 megabytes (5 gigabytes r f furnished or disclosed by one party to the other party under this
p y p p ( �g on Agreement. Without limiting the generality of the foregoing,
Company Public Relations Enterprise Edition is specified on the
Confidential Information includes the specific business terms of
Order Form) of hosted data storage capacity to Subscriber for this Agreement, Subscriber Materials, and any other information
purposes of storing Subscriber Materials on the Service. that is marked as"Confidential,""Proprietary,""Trade Secret,"or
Subscriber may purchase additional storage space at any time at
Company's then-cur ent price for such storage, in some other manner to indicate it is of confidential,proprietary or
trade secret nature.
3. BACK-UP AND SUPPORT SERVICES B. Confidential Information will remain the property of the
A. Company shall keep offsite back-ups of Subscriber's data. disclosing party. The receiving party agrees: (i) to hold the
Restoration of Subscriber's data due to the fault of Subscriber will Confidential Information in strict confidence;(ii)to limit disclosure
be at Subscriber's expense and if due to the fault of Company,at of the Confidential Information to the receiving party's own
Coro an s e nse. employees, agents affiliates, or authorized consultants or vendors
p y who have a need to know the Confidential Information for the
B. During the term of this Agreement, Company shall provide purposes of this Agreement;.(iii) not to disclose any Confidential
technical support to Subscriber by providing Subscriber with Information to any third party; (iv) to use the Confidential
access to a member of the Company support services staff via a Information solely in accordance with the terms of this Agreement
telephone help line or email, which support staff member will in order to carry out its obligations or exercise its rights under this
consult with Subscriber for a reasonable amount of time during the Agreement;and(v)to notify the disclosing party promptly of any
hours of 8:00 AM and 8:00 PM Eastern time, Monday through unauthorized use or disclosure of the Confidential Information and
Friday (unless otherwise set forth on the Order Form) to assist to cooperate with the disclosing party in every reasonable way to
Subscriber with troubleshooting, error correction and use of the cease such unauthorized use or disclosure.
Service. C. The obligations under this Section 5 will not apply to
C. Any professional services or custom services purchased by information that the receiving party can demonstrate: (i)at the time
Subscriber shall be used by Subscriber within the longest of disclosure is generally available to the public or after disclosure
subscription term of any other service listed on the Order Form,or becomes generally available to the public through no breach of
if no other service is listed on the Order Form, then within agreement or other wrongful act by the receiving party; (ii) is
Subscriber's then current subscription term. independently developed by the receiving party without regard to the
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Confidential Information of the other party;or(iii)is required to be DEALING, COURSE OF PERFORMANCE OR.USAGE OF
disclosed by law or order of a court of competent jurisdiction or TRADE.
regulatory authority,provided that the receiving party shall attempt
to furnish prompt written notice of such required disclosure and 7. •INDEMNIFICATION
reasonably cooperate with the disclosing party, at the disclosing A. Company will indemnify, defend and hold Subscriber
party's expense,in any effort made by the disclosing party to seek a harmless against any claim or demand by a third party, including
protective order or other appropriate_protection.of its Confidential without limitation reasonable attorney's fees, alleging that the
Information. Software infringes any intellectual property right under the laws of
D. The parties agree that any breach of this Section 5 may cause the United States of a third party. Company's indemnification
the disclosing party substantial and irreparable damages;therefore, obligation does not cover third party claims arising from: (i)
if the receiving party discloses or uses(or threatens to disclose or modifications to the Software or the Service by anyone other than
use)any Confidential Information of the disclosing party in breach Company or its authorized agents and contractors; (ii) use of the
of this Section 5, the disclosing party shall have the right, in Software by Subscriber in combination with other software or
addition to any other remedies available to it,to seek injunctive and equipment not provided by Company where the Software,but for
equitable relief. such combination, would not be infringing; or (iii) Subscriber's
E. Confidentiality of information contained in this agreement is failure to use the Software or the Service in accordance with the
subject to the requirements of the Florida Public Records Act, terms and conditions in this Agreement.
Chapter 119,Fla.Stat.,and the Florida Sunshine Law,Chapter 286, . B. Except .as limited by Florida Statutes, Section 768.28
Fla.Stat. Subscriber shall be responsible for the claims,losses,damages and
expenses that are proximately caused by the wrongful or negligent
6. WARRANTIES acts or omissions of itself or its agents, employees or
A. Company represents and warrants that the Service will be• representatives acting within the scope of their duties. Nothing
available to Subscriber and perform substantially in accordance herein shall be construed to limit Subscriber from asserting any
with the on-line help documentation and the service level standards defenses or immunities (including common law, statutory and
• set forth in Section 2.A of this Agreement. constitutional)it may have or be construed to create a basis for a
B. Company represents and warrants that claim or suit when none would otherwise exist.
p y p (i) the software
underlining the Service does not and will not contain.any Virus(as C. Indemnification by a party hereunder is conditioned upon the
defined herein) or harmful or malicious code, including, without following: (i)the indemnitee promptly notifying the other party of
limitation, any software routine, code or instruction, hardware any claim;-(ii)the indemnitor having sole control of the defense
component or combination of the above which is designed to and all related settlement negotiations; and (iii) the indemnitee
intentionally repossess the programs. For purposes hereof,"Virus" •cooperating, at the indemnitor's expense, in the defense and
means,but is not limited to,components that are commonly referred furnishing the indemnitor with all related evidence In Its control.
to as "viruses," "back doors," "time bombs," "Trojan horses,"
"worms,""drop dead devices,"and the like;(ii)it has the right to D. If a claim regarding the Service and alleging infringement is
grant the license (i.e., use rights) to the proprietary software brought or is likely, in Company's sole opinion, to be brought,
underlying the Service hereunder and to Company's knowledge,that Company may,at its sole option and expense(i)obtain the right for
the software underlying the Service (and use thereof) shall not Subscriber to continue using the Service;(ii) replace or modify the
infringe a third party's proprietary rights; (iii) the Service will be Service so that it becomes non-infringing; or (iii) upon notice to
provided in a professional and workmanlike manner; and (iv) the Subscriber, terminate this Agreement or Subscriber's use of the
- ; Software shall be delivered free from any security interest or other Service or any portion thereof, provided that Company promptly
lien,encumbrance or claim of any third party. These warranties shall refunds to Subscriber the prorated portion of any pre-paid annual
survive inspection, acceptance, passage of title and payment by subscription fees paid hereunder for the Service or any portion of the
Subscriber. Service.
C. Each party represents and warrants that the undersigned g, LIMITATION OF LIABILITY
individual has full authority to(i)execute this Agreement on behalf
of his/her respective party,and(ii)bind his/her respective party to A. Subscriber acknowledges that it alone is responsible for the
this Agreement. results obtained from its use of the Service, including without
limitation the usefulness, completeness, accuracy and content of
D. 'IRE WARRANTIES SET FORTH IN THIS such results. If any such results are inaccurate or incomplete solely
AGREEMENT ARE IN LIEU OF ALL OTHER due to any defect in the Service,Subscriber's exclusive remedy and
WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT Company's sole obligation shall be to correct or modify the Service
NOT LIMITED TO, THE IMPLIED WARRAN'T'IES OF at no additional charge to Subscriber.
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND 'T'IT'LE (INCLUDING NON- B. The Service's web site may contain hyperlinks to Web sites
INFRINGEMENT), AND ANY AND ALL TMPI.IP,D controlled by parties other than Company. Company is not
WARRANTIES ARISING FROM STATUTE, COURSE OF responsible for and does not endorse or accept any responsibility
over the content or use of such Web sites.
01°
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C. Except for a material breach of the confidentiality provisions D. Within thirty (30) days after the expiration or termination of
set forth in Section 5, or claims related to personal injury or this Agreement for any reason: (i) Subscriber shall destroy the
property damage caused solely by Company's negligence or willful original and all copies (including partial copies) of Company's
misconduct, Company's entire liability and Subscriber's exclusive Confidential Information; and (ii) Company shall destroy
remedy for damages for any claims arising under or in connection Subscriber's Confidential Information hosted on the Service.
with this Agreement,regardless of the cause of action,whether in Subscriber's Confidential Information stored on backup tapes or
contract or in tort(including without limitation,breach of warranty similar will be overwritten or deleted in Company's ordinary
and negligence claims)shall be limited to Subscriber's actual direct course of business.
damages, not to exceed the amounts actually paid by Subscriber E. The obligations of Sections 1.A(i)and(ii), 1.E, I.F and 1.G,5
under this Agreement during the twelve months immediately (Nondisclosure), 7 (Indemnification), 8 (Limitation of Liability),
preceding the month in which the cause of action arose. 10 (Governing Law and Disputes), and 11 (General) will survive
D. IN NO EVENT SHALL EITHER PARTY HAVE ANY the expiration or termination of this Agreement.
LIABILITY TO THE OTHER PARTY FOR ANY CLAIMS
OR DEMANDS OF THIRD PARTIES (OTHER THAN 10. GOVERNING LAW AND DISPUTES
THOSE THIRD PARTY CLAIMS COVERED BY SECTION A. This Agreement will be governed and construed in accordance
7)OR ANY LOST PROFITS,LOSS OF BUSINESS,LOSS OF with the laws of the State of Florida exclusive of its choice of
USE, LOST SAVINGS OR OTHER CONSEQUENTIAL,
law provisions and WITHOUT THE APPLICATION OF THE
SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR UNIFORM COMPUTER INFORMATION TRANSACTIONS
PUNITIVE DAMAGES, EVEN IF ADVISED OF THE ACT. Any suit hereunder will be brought in the federal or state
POSSIBILITY OF SUCH DAMAGES. courts located in the Florida and the arties submit to the
9. TERM AND TERMINATION personal jurisdiction thereo . The parties agree that the United
Nations Convention on Contracts for the International Sale of
A. The term of this Agreement shall be the subscription term set Goods shall not apply to this Agreement. Subscriber and Company
forth on the Order Form unless terminated earlier in accordance with agree that in the event of litigation,the prevailing party shall have
this Section 9. Any renewal payments will be due upon receipt of the right to collect from the other party its reasonable costs and
a proper invoice and in compliance with Chapter 218.70 Fla.Stats., attorneys'fees.
Collier County o<Middle District ur
otherwise known as the"Local Government Prompt Payment Act B. Both parties agree to comply fully with all relevant laws,
B. If either party believes that the other party has failed in any including the export laws and regulations relating to use of the Service
material respect to perform its obligations under this Agreement, in its place of business, regardless of country or
then that party may provide written notice to the breaching party jurisdiction. However, Subscriber's use of the data supplied by the
describing the alleged failure in reasonable detail. If the breaching Service is at Subscriber's own risk. Without limiting the foregoing,
party does not cure or begin to cure the material failure within 30 Subscriber will be solely responsible for usage of contact information
calendar days after receiving such written notice, then the non- (e.g. names, phone and facsimile numbers, e-mail addresses and
breaching party may terminate this Agreement by written notice to physical addresses)in compliance with relevant laws and regulations.
the breaching party. Termination of this Agreement will be in Subscriber may not: (i) send spam or unsolicited messages in
addition to, and not in lieu of, other remedies available to the violation of relevant laws, including concerning privacy, data
terminating party. Upon such termination by Subscriber,Company protection,telemarketing,the CAN-SPAM Act or other commercial
agrees to promptly refund to Subscriber a prorated portion of any email laws, wireless domain suppression lists, and "Do-Not-Call"
prepaid annual subscription fees paid hereunder, lists; (ii) send or store infringing, obscene, threatening, harassing,
C. In addition to those conditions,rights,and remedies set forth in libelous, or otherwise unlawful or tortious material, including
this Agreement,Company may also suspend Subscriber's access to the material harmful to children or violate third party privacy rights;or
Service if in Company's reasonable opinion: (i) Subscriber's use of (hi) send or store material containing malicious code, including,
the Service violates applicable local,state,federal,or foreign laws or without limitation, software viruses, worms, Trojan horses or other.
regulations;(ii)Subscriber fails to use the Service in accordance with harmful computer code,files,scripts,agents or programs. Company
Section 1 of this Agreement; iii Subscriber's use of the Service also reserves the right to use or disclose information provided if
( ) required by law or if Company reasonably believes that use or
results in excessive bounce-backs, SPAM notices or requests for disclosure is necessary to protect Company's rights and/or to comply
removal from mailing lists by recipients; or (iv) there are repeated with a judicial proceeding,court order,or legal process.
complaints of Subscriber posting or uploading
material that infringes or is alleged to infringe the copyright or 11. GENERAL
trademark rights of any person or entity.Company will provide notice
(which may be by email)of such suspension;and when commercially A. Any notice or other communication required or permitted to be
possible, will work in good faith with Subscriber to help Subscriber made or given by either party pursuant to this Agreement will be in
resolve the issue causing the suspension. writing,in English,and will be deemed to have been duly given:(i)
five business days after the date of mailing if sent by registered or
C.)
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certified U.S.mail,postage prepaid,with return receipt requested; goods and/or services, or appropriate or make use of Subscriber's
(ii)when delivered if delivered personally or(iii)one business day name or other identifying marks or property without the prior written
after being sent by express courier service. All notices will be sent consent of Subscriber's Purchasing Department.
to the other party at its address as set forth on the Order Form(in
r.at such other K. Insurance Requirements. Company,at its sole expense, shall
the case of Company,"Attn: Legal Department")or
address as such party will have specified in a notice given in provide commercial insurance of such type and with such terms and
accordance with this Section 11A In addition, Company may limits may be reasonably associated with this Agreement.
provide notices to Subscriber electronically either via the Service or Providing and maintaining adequate insurance coverage is a material
via any email address_provided by Subscriber in connection with obligation of Company. All insurance policies shall be executed
Subscriber's account, through insurers authorized or eligible to write policies in the State
of Florida.
B. Neither patty may assign this Agreement without the written
consent of the other party,which consent shall not be unreasonably L Compliance with Laws. In fulfilling the terms of this
withheld or delayed, except that no such approval is required for Agreement, Company agrees that it will comply with all federal,
assignment by to a subsidiary or other affiliate, or in the event of state,and local laws,rules,codes,and ordinances that are applicable
transfer in a(i)transaction involving a change in control or(ii)sale to the shall uct of its busiAmeri American way of non-exhaustive example,
or other disposition of all or substantially all of the assets,business
this shall include the American with Disabilities Act and all
or operations. prohibitions against discrimination on the basis of race,religion,sex
creed,C. Subject to Section 11.B,this Agreement will be binding upon .Further,atCompany origin,handicap, marital
ands-without ut veterans
on or
and inure to the benefit of the parties, their successors and stipulation shall be fully responsible for complying with the
permitted assigns. provisions of the Immigration Reform and Control Act of 1986 as
D. The section headings contained herein are for reference only and
located at 8 U.S.C. 1324,et seq.and regulations relating thereto,as
shall not be considered substantive parts of this Agreement. either may be amended.Failure by the awarded firm(s) to comply
with the laws referenced herein shall constitute a breach of the award
E. If Subscriber is the U.S. Government or any agency or agreement and Subscriber•shall have the discretion to unilaterally
instrumentality thereof, the software provided pursuant to this terminate said agreement immediately. Any breach of this provision
Agreement is delivered with RESTRICTED RIGHTS only. The may be regarded by Subscriber as a material and substantial breach
use, duplication, or disclosure by the Government is subject to of the contract arising from this Agreement. -., •
restrictions as set forth in FAR 52.227-19 Commercial Computer
Software—Restricted Rights or DFAR 252.227-7013 Rights in
M. Force Majeure. Neither Subscriber nor Company shall be
Technical Data and Computer Software. responsible for any delay or failure in performance resulting from
any cause beyond their control, including,but without limitation to
F. The provisions of this Agreement shall be deemed severable, war,strikes,civil disturbances and acts of nature.When Company
and the unenforceability of any one or more provisions shall not has knowledge of any actual or potential force majeure or other
affect the enforceability of any other provisions. In addition,if any conditions which will delay or threatens to delay timely performance
provision of this Agreement, for any reason, is declared to be of this Agreement,Company shall immediately give notice thereof,
unenforceable,the parties shall substitute an enforceable provision including all relevant information with respects to what steps
that,to the maximum extent possible in accordance with applicable Company is taking to complete delivery of the goods and/or services
law,preserves the original intentions and economic positions of the to Subscriber.
I parties.
N. Annual Appropriations. Subscriber's performance and
G. No failure or delay by either party in exercising-any right, obligation to pay under this Agreement shall be contingent upon an
power or remedy will operate as a waiver of such right,power or annual appropriation of funds.
remedy,and no waiver will be effective unless it is in writing and
signed by the waiving party. If either party waives any right, 0. This Agreement and the terms set forth on the Cover Page
power or remedy, such waiver will not waive any successive or represent the entire agreement between Subscriber and Company
other right, power or remedy the party may have under this with respect to the subject matter,superseding all previous oral or
Agreement. written communications, representations or agreements regarding
such subject matter,including but not limited to any purchase order
H. Company and Subscriber are independent contractors and this forms submitted by Subscriber(unless such purchase order is signed
Agreement will not establish any relationship of partnership,joint by Company),and Subscriber acknowledges that it has not relied on
venture,employment,franchise or agency between the parties, any representation that is not expressly set forth in this Agreement.
L Statutory Conformity.Goods and services provided pursuant to This Agreement may be modified only by a writing signed by both
this Agreement, and their production and transportation shall p`rrtr�' Any Order Form subject to these Terms and Conditions may
conform to all applicable laws, including but not limited to the be executed iii counterparts,which together shall constitute a full and
Occupational Health and Safety Act,the Federal Transportation Act complete copy. Signatures on any such Order Form transmitted by
and the Fair Labor Standards Act. facsimile or electronic mail shall be deemed original signatures and
have the same effect as original signatures.
J. Advertising.No Company providing services to Subscriber
shall advertise the fact that it has contracted with Subscriber for
�O
G
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i
1
IN WITNESS WHEREOF,the parties have executed this Agreement by their authorized representatives.
For: Cision US Inc.
i
Signature: -7;*aki
Printed Name: TP.FF j;-lit
Date: 212(111,
Approved as to Form and Legality: SUBSCRIBER:
BOARD OF COUNTY COMMISSIONERS
Assistant County Attorney OF COLLIER COUNTY, FLORIDA
�llBy: - kA44a,' .7 `�
C/24/
Joanne Markiewicz
Procurement Services Director
COMPANY F RST WITNES
By: 44/ ,�. �.—�
N:Ci._.1,, rth?..a,z
Print Name
COMPANY SECOND WITNESS: •
■ By: /(-A rC
Print Name -se,S 5.e. ( r4°D\
6
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